EX-10.1

Execution Version

FIRST AMENDMENT TO THE LOAN GUARANTEE AGREEMENT

ThisFIRST AMENDMENT TO THE LOAN GUARANTEE AGREEMENT (this “Agreement”), dated as of August 28, 2026, is between the UNITED STATES DEPARTMENT OF ENERGY, an agency of the United States of America (“DOE”), and MONTANA RENEWABLES, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Borrower”).

PRELIMINARY STATEMENTS

(A)Borrower has undertaken the development, engineering, procurement, construction, operation, ownership, and maintenance of a biorefinery facility called “Montana Renewables” located in Great Falls, Montana, which converts fats, oils, and greases into renewable diesel (“RD”), sustainable aviation fuel (“SAF”), and renewable naphtha, including the currently operational portion of the facility (“Phase 1”) and the proposed expansion of such facility, including pursuant to the Project Ground Lease Amendment (as defined in Exhibit 1 attached hereto), to increase the production of RD, SAF and renewable naphtha, including wastewater treatment upgrades and infrastructure updates, including rail and tankage, as described on the latest Project Milestone Schedule (“Phase 2” and collectively with Phase 1, the “Project”), which is anticipated to operate at maximum SAF production and cogenerate to produce steam and power from renewable naphtha.

(B)In connection with the financing of the Project, Borrower and DOE entered into that certain Loan Guarantee Agreement dated as of January 10, 2025, as supplemented by that certain (i) Limited Conditional Waiver and Consent Agreement, dated as of March 20, 2025, (ii) Limited Conditional Waiver and Consent Agreement, dated as of October 3, 2025, (iii) Limited Conditional Waiver and Consent Agreement, dated as of February 10, 2026, (iv) Limited Waiver Agreement, dated as of March 30, 2026, and (v) Limited Conditional Waiver and Consent Agreement, dated as of June 30, 2026 (the “Existing LGA”).

(C)Borrower has requested approval from DOE with respect to certain amendments to the Existing LGA, as set forth herein.

NOW THEREFORE, in consideration of the foregoing, and for other good and valid consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows:

Section 1.Defined Terms.

(a)Unless otherwise defined herein, capitalized terms used in this Agreement (including in the Preliminary Statements) shall have the respective meanings ascribed to such terms in Annex A (Definitions) of the Existing LGA.

(b)Unless the contrary is expressly stated herein, the rules of construction set forth in Section 1.02 (Rules of Construction) of the Existing LGA shall govern and apply to this Agreement, mutatis mutandis.

(c)References in the Existing LGA to “this Agreement” (and indirect references such as “hereunder,” “hereby,” “herein” and “hereof”) and references in the Financing Documents to the “LGA” or “Loan Agreement” or “Loan Guarantee Agreement” (and indirect references such as “thereunder,”

“thereby,” “therein” and “thereof”) shall be deemed to be references to the Existing LGA as modified by this Agreement.

Section 2.Amendments to the Existing LGA. Subject to the satisfaction of the conditions precedent to the effectiveness of this Agreement set forth in Section 4(a)below, the Borrower and DOE agree that, effective as of the Effective Date (as defined below):

(a)the Existing LGA, including Annex A (Definitions) attached thereto, is hereby amended as set forth in Exhibit 1attached hereto (deletions as shown in red and crossed outtext and additions as shown in blue and underlinedtext); provided that, except as set forth in Section 2(b)below, the signature pages, exhibits and schedules to the Existing LGA shall not be amended; and

(b)Exhibits G (Davis Bacon Act Contract Provisions) and U (Form of Project Completion Date Certificate) of the Existing LGA and Schedules 5.01(d)(ii)-1 (Project Documents), 5.01(d)(ii)-2 (Major Project Documents; Specified Major Project Participant; Feedstock Supplier), 5.01(j) (Project Milestone Schedule), 5.01(t) (Required Approvals Schedule), 6.13(e) (Affiliate Transactions), 6.17(a) (Intellectual Property), 6.26(b) (Davis-Bacon Act Covered Contracts), and 8.02(a) (Sales and Marketing Plan) of the Existing LGA shall be hereby replaced with Exhibits G (Davis Bacon Act Contract Provisions) and U (Form of Project Completion Date Certificate) and Schedules 5.01(d)(ii)-1 (Project Documents), 5.01(d)(ii)-2 (Major Project Documents; Specified Major Project Participant; Feedstock Supplier), 5.01(j) (Project Milestone Schedule), 5.01(t) (Required Approvals Schedule), 6.13(e) (Affiliate Transactions), 6.17(a) (Intellectual Property), 6.26(b) (Davis-Bacon Act Covered Contracts), and 8.02(a) (Sales and Marketing Plan) set forth in Exhibit 2attached hereto.

Section 3.Acceptance of Certain Permitted Subordinated Loans. Subject to the satisfaction of the conditions precedent to the effectiveness of this Agreement set forth in Section 4(a) below and the terms hereof, and in reliance on the Borrower’s promises, covenants, and representations and warranties contained herein, DOE and the Borrower hereby agree that, effective as of the Effective Date (as defined below), the three (3) Intercompany Loans (as defined and more fully described in that certain First Amendment and Limited Waiver to the Sponsor Support, Share Retention and Subordination Agreement, dated as of the date hereof) shall be deemed as “Permitted Subordinated Loans” under the Existing LGA (as amended by this Agreement).

Section 4.Conditions; Effect of Agreement.

(a)This Agreement and the amendments set forth herein shall become effective only upon satisfaction of the following conditions (the date on which all such conditions are satisfied, the “Effective Date”):

(i)due execution and delivery of this Agreement by each of the Borrower and DOE; and

(ii)receipt by DOE of a customary legal opinion (addressed to the Secured Parties), in form and substance satisfactory to DOE, from Borrower’s external legal counsel qualified in the jurisdiction of the laws governing this Agreement, a true and correct copy of such legal opinion is attached hereto as Exhibit 3.

(b)This Agreement shall constitute a “Financing Document.”

(c)Except for the express amendments set forth in Section 2(Amendments to the Existing LGA) hereof and the express agreement set forth in Section 3(a)(Acceptance of Certain Permitted Subordinated Loans) hereof, this Agreement shall not by implication or otherwise (i) constitute a consent or approval under, or with respect to, any other provision of the Existing LGA or any other Transaction Document; (ii) limit, impair, constitute a waiver of or otherwise affect the rights and remedies of DOE or any other Person under the Existing LGA or any other Transaction Document; or (iii) alter, modify, amend or in any way affect any of the terms, provisions, conditions, obligations, covenants or agreements contained in the Existing LGA or any other Transaction Document.

(d)Nothing herein shall be deemed to entitle the Borrower, any Borrower Entity, or any other Person to any forbearance or consent to, or a waiver, amendment, modification or other change of,



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any of the terms, provisions, conditions, obligations, covenants or agreements contained in the Existing LGA or any other Financing Document in similar or different circumstances.

Section 5.Reaffirmations; Covenants. Borrower hereby (i) reaffirms the covenants and agreements contained in each of the Financing Documents to which it is a party; (ii) reaffirms that each of the security interests and other liens created and granted in or pursuant to the Financing Documents is valid, perfected, and subsisting, and acknowledges and agrees that this Agreement shall in no manner impair or otherwise adversely affect such security interest or other liens; (iii) confirms that each Financing Document to which it is a party is and shall continue to be in full force and effect and the same is hereby ratified and confirmed in all respects, except as explicitly modified herein; and (iv) acknowledges and consents to this Agreement and the terms and provisions hereof.

Section 6.Representations and Warranties. Borrower hereby represents to DOE and the other Secured Parties, as of the date hereof, that:

(a)it is duly organized and validly existing under the laws of its place of organization and has all requisite power and authority to own and operate its properties and assets and to carry out its business as presently conducted;

(b)this Agreement has been duly authorized, executed and delivered, and no corporate or third-party authorization or consent, other than any authorization or consent that has been obtained, is necessary for the execution, delivery and performance hereof or the consummation of the transactions contemplated herein;

(c)each of the Transaction Documents to which it is a party remains in full force and effect in accordance with their terms and this Agreement and each other Transaction Document to which it is a party is its valid, binding and enforceable obligation in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);

(d)each of the representations and warranties made by Borrower in the Transaction Documents to which it is a party remain true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “material adverse effect” or a similar qualifier, in which case it is true and correct in all respects) as of the date hereof, except to the extent such representation or warranty is made only as of a specific date or time (in which event such representation or warranty is true and correct as of such date or time);

(e)after giving effect to the terms hereof, no event has occurred and is continuing which constitutes, or with the passage of time, the giving of notice or both could reasonably be expected to constitute, a Default or an Event of Default;

(f)there is no fact known to it that has not been disclosed to DOE in writing that could reasonably be expected to have a Material Adverse Effect, and the execution, delivery and performance of this Agreement, the Existing LGA, and each other Transaction Document to which it is a party could not reasonably be expected to result in a Material Adverse Effect; and

(g)the execution, delivery, and performance of this Agreement does not and will not (i) contravene the Borrower’s Organizational Documents or any Applicable Laws; (ii) contravene or result in any breach or constitute any default under any Governmental Judgment; (iii) contravene or result in any breach, constitute any default, or result in or require the creation of any Lien upon any of the Borrower’s properties, in each case, under any agreement or instrument to which it is a party or by which it or any of its properties may be bound, except for any Permitted Liens; (iv) require the consent or approval of any Person other than the Required Approvals and any other consents or approvals that have been obtained; or (v) violate, conflict with, or result in a breach of or a Default or Event of Default under, the Existing LGA (as amended by this Agreement) or any Transaction Document.

Section 7.Further Assurances. Each of the parties hereto agrees, promptly upon reasonable request by any other party hereto, to cooperate in good faith and execute, acknowledge and deliver all further instruments and documents, and take all such further acts as such other party may reasonably request from time to time in order to carry out the purposes of this Agreement.



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Section 8.Amendments; Waivers.

(a)No failure or delay by DOE, the Collateral Agent, or any other Secured Party in exercising any right, power or remedy shall operate as a waiver thereof or otherwise impair any rights, powers or remedies of the Secured Parties. No single or partial exercise of any such right, power or remedy shall preclude any other or further exercise thereof or the exercise of any other legal right, power or remedy.

(b)Except as otherwise provided herein, neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing and executed by the Borrower and DOE.

(c)Any amendment, modification, consent, waiver or change in respect to or in respect of any provision of this Agreement or any other Financing Document that constitutes a “modification” (as defined in Section 502(9) of FCRA) that increases the amount of the Credit Subsidy Cost (as calculated in accordance with FCRA and OMB Circulars A-11 and A-129), shall be subject to the availability to DOE of funds appropriated by the U.S. Congress, or, to the extent permitted by Applicable Law, payment by the Borrower, to meet any such increase in the Credit Subsidy Cost.

(d)No amendment or waiver of any provision of this Agreement, and no consent to any departure by the Borrower shall in any event be effective unless the same shall be in writing and signed by DOE and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

Section 9.Governing Law; Waiver of Jury Trial.

(a)THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE FEDERAL LAW OF THE UNITED STATES. TO THE EXTENT THAT FEDERAL LAW DOES NOT SPECIFY THE APPROPRIATE RULE OF DECISION FOR A PARTICULAR MATTER AT ISSUE, IT IS THE INTENTION AND AGREEMENT OF THE PARTIES TO THIS AGREEMENT THAT THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES (EXCEPT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) SHALL BE ADOPTED AS THE GOVERNING FEDERAL RULE OF DECISION. TO THE EXTENT THE VALIDITY OR PERFECTION OF THE SECURITY INTERESTS HEREUNDER, OR THE REMEDIES HEREUNDER, IN RESPECT OF ANY COLLATERAL ARE GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN NEW YORK, THE LAWS OF THE STATE OF NEW YORK ARE APPLICABLE TO ALL ISSUES SPECIFIED IN ARTICLE 2(1) OF THE HAGUE CONVENTION ON THE LAW APPLICABLE TO CERTAIN RIGHTS IN RESPECT OF SECURITIES HELD WITH AN INTERMEDIARY, CONCLUDED ON JULY 5, 2006.

(b)EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS.

Section 10.Rights and Immunities of DOE. DOE will be entitled to all of the rights, protections, immunities and indemnities set forth in the Existing LGA with respect to DOE acting as representative of the Secured Parties, in each case as if specifically set forth herein. In no event will DOE or any other Secured Party be liable for any act or omission on the part of the Borrower hereunder.

Section 11.Miscellaneous. Sections 11.03 (Survival of Representations and Warranties), 11.05 (Severability), 11.09 (Successors and Assigns), 11.14 (Submission to Jurisdiction; Etc.), 11.15 (Entire Agreement), 11.16 (Benefits of Agreement), 11.17 (Headings), 11.18 (Counterparts; Electronic Signatures), and 11.20 (Independence of Covenants) of the Existing LGA are each hereby incorporated into this Agreement mutatis mutandis.



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[Signature Page Follows]



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.



					MONTANA RENEWABLES, LLC, a limited liability company organized and existing under the laws of the State of Delaware,as BorrowerBy: /s/ Bruce FlemingName: Bruce FlemingTitle: Chief Executive Officer

Signature Page to First Amendment to the Loan Guarantee Agreement

UNITED STATES DEPARTMENT OF ENERGY, an agency of the United States of America, as DOE

By: /s/ Rupinder Kaur

Name: Rupinder Kaur

Title: Director, Portfolio Management Division Office of Energy Dominance Financing (EDF)

Exhibit 1

Amended Loan Guarantee Agreement

ExecutionVersion

Section 12.Thisdocumentandthecontentshereinareconfidentialandshallnotberevealedtoanyparty without a need to know the contents for the purpose of negotiating and approving a potential financing from FFB and DOE.

LOANGUARANTEEAGREEMENT

Section 13.datedasofJanuary10,2025 among

MONTANARENEWABLES,LLC,

Section 14.asBorrower, and

U.S.DEPARTMENTOFENERGY,

asGuarantorandLoanServicer

Project Montana GreatFalls,Montana,USA

LoanNo.EIR0015

CONTENTS

Page

ArticleIDefinitionsandOtherRulesofConstruction 8 Definitions and Other Rules of Construction 8

Section1.01 TermsGenerally 8

Section1.02 OtherRulesofConstruction 8

Section1.03 DefinitionsinOtherWrittenCommunications 9

Section1.04 ConflictwithFFBDocuments 10

Section1.05 Language;AccountingTerms 10

ArticleIIFunding 10Section 1.01 Terms Generally 8

Section 1.02 Other Rules of Construction 8

Section 1.03 Definitions in Other Written Communications 9

Section 1.04 Conflict with FFB Documents 9

Section 1.05 Language; Accounting Terms 10

ArticleII Funding 10

Section 2.01 Guaranteed Loan Purchase of the FFB Notes 10

Section 2.02 Availability and Reductions 10

Section 2.03 Mechanics for Requesting Advances 11

Section 2.04 Mechanics for Funding Advances 11

Section 2.05 Advance Requirements under the FFB Documents 14

Section 2.06 No Approval of Work 14

Section2.05 AdvanceRequirementsundertheFFBDocuments 14

Section2.06 NoApprovalofWork 14

Section 2.07 Determination of Advance Amounts 14

ArticleIIIPayments;Prepayments 14

ArticleIII Payments;Prepayments 14

Section 3.01 Place and Manner of Payments 14

Section 3.02 Maturity and Amortization 15

Section 3.03 Evidence of Debt 15

Section 3.04 Interest Provisions Relating to All Advances 15

Section 3.05 Prepayments 16

ArticleIVReimbursementandOtherPaymentObligations 20 Reimbursement and Other Payment Obligations 20

Section 4.01 Reimbursement and Other Payment Obligations 20

Section4.02 Subrogation 22

Section 4.02 Subrogation 22

Section 4.03 Obligations Absolute 22

Section4.04 EvidenceofPayment 25

Section4.05 PaymentofFinancingDocumentAmounts 25Section 4.04 Evidence of Payment 24

ArticleVConditionsPrecedent 25Section 4.05 Payment of Financing Document Amounts 24

ArticleV Conditions Precedent 25

Section5.01 ConditionsPrecedenttotheExecutionDate 25

Section5.02 ConditionsPrecedenttoFFBPurchaseoftheFFBNote 34

Section5.03 ConditionsPrecedenttotheFirstAdvanceDateUnderTranche1 34

Section5.04 ConditionsPrecedenttotheFirstAdvanceDateUnderTranche2 41

Section5.05 ConditionsPrecedenttoEachSubsequentAdvanceDateUnderTranche2 50

Section5.06 ConditionsPrecedenttoFFBAdvance 57

Section5.07 AdvanceDeductions 57

Section5.08 SatisfactionofConditionsPrecedent 58

ArticleVIRepresentationsandWarranties 58Section 5.01 Conditions Precedent to the Execution Date 25

Section6.01 OrganizationandExistence 58

Section6.02 Authorization;NoConflict 59

Section6.03 Capitalization 59

Section6.04 Solvency 59Section 5.02 Conditions Precedent to FFB Purchase of the FFB Note 34

Section6.05 EligibilityofBorrower;Project 59

Section6.06 TransactionDocuments 59

Section6.07 RequiredApprovals 60Section 5.03 Conditions Precedent to the First Advance Date Under Tranche 1 34

Section6.08 Litigation 60

Section6.09 Indebtedness 61

Section6.10 SecurityInterests;Liens 61Section 5.04 Conditions Precedent to the First Advance Under Tranche 2 40

Section6.11 Taxes 61Section 5.05 [Reserved]49

Section6.12 FinancialStatements 62Section 5.06 Conditions Precedent to FFB Advance 49

Section6.13 Business;OtherTransactions 62Section 5.07 Advance Deductions 49

Section6.14 Accounts 63

Section6.15 Property 63Section 5.08 Satisfaction of Conditions Precedent 50

ArticleVI Representations and Warranties 50

Section 6.16 Project Milestone Schedule and Construction Budget; Operating Forecasts and Base CaseFinancialModel 64Section 6.01 Organization and Existence 50

Section6.17 IntellectualProperty 65Section 6.02 Authorization;No Conflict 51

Section6.18 Infringement;NoAdverseProceedings 65Section 6.03 Capitalization 51

Section6.19 NoAmendmentstoTransactionDocuments 65

Section6.20 CompliancewithLaws;ProgramRequirements 66

Section6.21 InvestmentCompanyAct 66

Section6.22 MarginStock 66

Section6.23 Anti-CorruptionLaws 66Section 6.04 Solvency 51

Section6.24 EnvironmentalLaws 66Section 6.05 Eligibility of Borrower;Project 51

Section6.25 EmploymentandLaborContracts 67Section 6.06 Transaction Documents 52

Section6.26 Davis-BaconAct 67Section 6.07 Required Approvals 52

Section6.27 ERISA 68Section 6.08 Litigation 52

Section6.28 SanctionsandAnti-MoneyLaunderingLaws 69Section 6.09 Indebtedness 53

Section6.29 CargoPreferenceAct 69

Section6.30 LobbyingRestriction 69

Section6.31 FederalFunding 69

Section6.32 NoFederalDebtDelinquency 69

Section6.33 NoTax-ExemptIndebtedness 70

Section6.34 SufficientFunds 70

Section6.35 Useof Proceeds 70

Section6.36 NoImmunity 70

Section6.37 NoFraudulentIntent 70

Section6.38 Disclosure 70Section 6.10 Security Interests;Liens 53

Section6.39 Insurance 70

Section6.40 InformationTechnology;CyberSecurity 70Section 6.11 Taxes 53

Section6.41 CFIUS 71

Section6.42 CertainEvents 71Section 6.12 Financial Statements 54

Section6.43 NoMaterialAdverseEffect 71

ArticleVIIAffirmativecovenants 71Section 6.13 Business; Other Transactions 54

Section7.01 MaintenanceofExistence;Property;Etc. 71

Section7.02 IntellectualProperty 72Section 6.14 Accounts 55

Section7.03 Insurance 73Section 6.15 Property 55

Section 6.16 Project Milestone Schedule and Construction Budget; Operating Forecasts and Base Case Financial Model 56

Section7.04 EventofLoss 74Section 6.17 Intellectual Property 57

Section7.05 FurtherAssurances;CreationandPerfectionofSecurityInterests 75Section 6.18 Infringement;No Adverse Proceedings 57

Section7.06 DiligentConstructionofProject;ApprovedConstructionChanges 75Section 6.19 No Amendments to Transaction Documents 57

Section7.07 ContractualRemedies 76Section 6.20 Compliance with Laws; Program Requirements 57

Section7.08 Taxes,Duties,ExpensesandLiabilities 76Section 6.21 Investment Company Act 58

Section7.09 PerformanceofObligations 77Section 6.22 Margin Stock 58

Section7.10 Useof Proceeds 77

Section7.11 Books,RecordsandInspections 77Section 6.23 Anti-Corruption Laws 58

Section7.12 CompliancewithApplicableLaw 79Section 6.24 Environmental Laws 58

Section7.13 CompliancewithProgramRequirements 79

Section7.14 Accounts;CashDeposits 79Section 6.25 Employment and Labor Contracts 59

Section7.15 OfftakeContracts 80

Section7.16 FeedstockSupplyPlan 80

Section7.17 Davis-BaconAct 80Section 6.26 Davis-Bacon Act 59

Section7.18 LobbyingRestriction 81

Section7.19 CargoPreferenceAct 81Section 6.27 ERISA 59

Section7.20 SAMRegistration 82

Section7.21 ERISA 82Section 6.28 Sanctions and Anti-Money Laundering Laws 60

Section7.22 FinancialCovenants 82

Section7.23 PublicAnnouncements 82

Section7.24 BankruptcyRemoteness 82

Section7.25 ProhibitedPersons 82Section 6.29 Cargo Preference Act 61

Section7.26 InternationalComplianceDirectives 83Section 6.30 Lobbying Restriction 61

Section7.27 OperatingPlan;Operations 83Section 6.31 Federal Funding 61

Section7.28 O&M Budget 83Section 6.32 No Federal Debt Delinquency 61

Section7.29 AcceptanceandStart-upTesting 85Section 6.33 No Tax-Exempt Indebtedness 61

Section7.30 ProcessAgent 85

Section7.31 MFN 85

Section7.32 KnowYourCustomerInformation 85

Section7.33 BNSFConsent 85

Section7.34 OfftakeContracts 86

ArticleVIIIInformationCovenants 86Section 6.34 Sufficient Funds 61

Section8.01 FinancialStatements 86

Section8.02 Reports 88

Section8.03 Notices 91

Section8.04 Other Information 93

Section8.05 AdverseProceedings;DefenseofClaims 94

ArticleIXNegative Covenants 94Section 6.35 Use of Proceeds 62

Section9.01 RestrictionsonOperations 94Section 6.36 No Immunity 62

Section9.02 Liens 96

Section9.03 Merger;Disposition;Transfer 96

Section9.04 RestrictedPayments 97

Section9.05 Useof Proceeds 98

Section9.06 OrganizationalDocuments;FiscalYear;AccountPolicies;ReportingPractices 98

Section9.07 ApprovedConstructionChanges;ProjectMilestoneSchedule;Budgets 98

Section9.08 HedgingAgreements 99

Section9.09 MarginRegulations 99

Section9.10 EnvironmentalMatters 99Section 6.37 No Fraudulent Intent 62

Section9.11 ERISA 99

Section9.12 InvestmentCompanyAct 100

Section9.13 Sanctions 100

Section9.14 DebarmentRegulations 100Section 6.38 Disclosure 62

Section9.15 ProhibitedPerson 100

Section9.16 RestrictionsonIndebtednessandCertainCapitalTransactions 100Section 6.39 Insurance 62

Section9.17 NoOtherFederalFunding 101

Section9.18 IntellectualProperty 101Section 6.40 Information Technology;Cyber Security 62

Section9.19 ProgramRequirements 102

Section 6.41 CFIUS 63

Section 6.42 Certain Events 63

Section 6.43 No Material Adverse Effect 63

ArticleVII Affirmative covenants 63

Section 7.01 Maintenance of Existence;Property;Etc 63

Section 7.02 Intellectual Property 63

Section 7.03 Insurance 65

Section 7.04 Event of Loss 65

Section 7.05 Further Assurances;Creation and Perfection of Security Interests 67

Section 7.06 Diligent Construction of Project; Approved Construction Changes 67

Section 7.07 Contractual Remedies 67

Section 7.08 Taxes,Duties,Expenses and Liabilities 68

Section 7.09 Performance of Obligations 68

Section 7.10 Use of Proceeds 69

Section 7.11 Books,Records and Inspections 69

Section 7.12 Compliance with Applicable Law 71

Section 7.13 Compliance with Program Requirements 71

Section 7.14 Accounts; Cash Deposits 71

Section 7.15 Offtake Contracts 71

Section 7.16 Feedstock Supply Plan 72

Section 7.17 Davis-Bacon Act 72

Section 7.18 Lobbying Restriction 73

Section 7.19 Cargo Preference Act 73

Section 7.20 SAM Registration 73

Section 7.21 ERISA 73

Section 7.22 Financial Covenants 73

Section 7.23 Public Announcements 74

Section 7.24 Bankruptcy Remoteness 74

Section 7.25 Prohibited Persons 74

Section 7.26 International Compliance Directives 74

Section 7.27 Operating Plan;Operations 75

Section 7.28 O&M Budget 75

Section 7.29 Acceptance and Start-up Testing 76

Section 7.30 Process Agent 76

Section 7.31 MFN 77

Section 7.32 Know Your Customer Information 77

Section 7.33 BNSF Consent 77

Section 7.34 Offtake Contracts 77

ArticleVIII Information Covenants 78

Section 8.01 Financial Statements 78

Section 8.02 Reports 79

Section 8.03 Notices 83

Section 8.04 Other Information 85

Section 8.05 Adverse Proceedings;Defense of Claims 86

ArticleIX Negative Covenants 86

Section 9.01 Restrictions on Operations 86

Section 9.02 Liens 90

Section 9.03 Merger;Disposition; Transfer 90

Section 9.04 Restricted Payments 90

Section 9.05 Use of Proceeds 92

Section 9.06 Organizational Documents;Fiscal Year; Account Policies; Reporting Practices 92

Section 9.07 Approved Construction Changes;Project Milestone Schedule;Budgets 92

Section 9.08 Hedging Agreements 92

Section 9.09 Margin Regulations 92

Section 9.10 Environmental Matters 92

Section 9.11 ERISA 93

Section 9.12 Investment Company Act 93

Section 9.13 Sanctions 93

Section 9.14 Debarment Regulations 93

Section 9.15 Prohibited Person 94

Section 9.16 Restrictions on Indebtedness and Certain Capital Transactions 94

Section 9.17 No Other Federal Funding 95

Section 9.18 Intellectual Property 95

Section 9.19 Program Requirements 95

ArticleXEventsofDefaultandRemedies 102 Events of Default and Remedies 96

Section10.01 EventsofDefault 102

Section10.02 Remedies;Waivers 108Section 10.01 Events of Default 96

Section10.03 AcceleratedAdvances 109

ArticleXIMiscellaneous 109Section 10.02 Remedies;Waivers 102

Section11.01 WaiverandAmendment 109Section 10.03 Accelerated Advances 104

ArticleXI Miscellaneous 104

Section11.02 RightofSet-Off 110

Section11.03 SurvivalofRepresentationsandWarranties 110

Section11.04 Notices 110

Section11.05 Severability 110

Section11.06 JudgmentCurrency 111

Section11.07 Indemnification 111Section 11.01 Waiver and Amendment 104

Section11.08 LimitationonLiability 113

Section11.09 SuccessorsandAssigns 113Section 11.02 Right of Set-Off 104

Section11.10 FFBRighttoSellGuaranteedLoan 114

Section11.11 FurtherAssurancesandCorrectiveInstruments 114Section 11.03 Survival of Representations and Warranties 104

Section11.12 Reinstatement 114

Section11.13 GoverningLaw;WaiverofJuryTrial 114Section 11.04 Notices 104

Section11.14 SubmissiontoJurisdiction;Etc 115

Section11.15 EntireAgreement 115

Section11.16 BenefitsofAgreement 116

Section11.17 Headings 116

Section11.18 Counterparts;ElectronicSignatures 116Section 11.05 Severability 105

Section11.19 NoPartnership;Etc 116

Section11.20 IndependenceofCovenants 117

Section11.21 Marshaling 117

Section 11.06 Judgment Currency 105

Section 11.07 Indemnification 105

Section 11.08 Limitation on Liability 107

Section 11.09 Successors and Assigns 107

Section 11.10 FFB Right to Sell Guaranteed Loan 108

Section 11.11 Further Assurances and Corrective Instruments 108

Section 11.12 Reinstatement 108

Section 11.13 Governing Law;Waiver of Jury Trial 109

Section 11.14 Submission to Jurisdiction; Etc 109

Section 11.15 Entire Agreement 110

Section 11.16 Benefits of Agreement 110

Section 11.17 Headings 110

Section 11.18 Counterparts;Electronic Signatures 110

Section 11.19 No Partnership;Etc.111

Section 11.20 Independence of Covenants 111

Section 11.21 Marshaling 111

Signatories 118

ANNEXES,SCHEDULESANDEXHIBITS

AnnexA Definitions

Exhibits

Exhibit A Form of Advance Request Exhibit B Form of Drawstop Notice Exhibit C Form of Officer’s Certificate Exhibit D Form of Closing Certificate Exhibit E Form of Tax Certificate Exhibit F FormofConstructionBudget

ExhibitG DavisBaconDavis-BaconActContractProvisions

Exhibit H FormofSecuredPartyAdvisorReportBringDownCertificate Exhibit I Form of Compliance Certificate

Exhibit J Form of Annual Certificate Exhibit K FormofQuarterlyCertificate

ExhibitL FormofConstructionWorkforceReport

Exhibit M Form of Operations and Maintenance Workforce ReportExhibit N FormofCommunityBenefitsPlanandJustice40AnnualReport Exhibit O Form of Monthly Certificate

ExhibitP FormofMonthlyConstructionProgressReport

Exhibit Q FormofRestrictedPaymentCertificate Exhibit R Form of O&M Budget

ExhibitS FormofIntercreditorAgreement

Exhibit T FormofPhysicalCompletionDateCertificate Exhibit U Form of Project Completion Date Certificate

Schedules

Schedule 3.02 AmortizationSchedule Schedule 5.01(d)(ii)-1Project Documents

Schedule5.01(d)(ii)-2MajorProjectDocuments;SpecifiedMajorProjectParticipant;Feedstock Supplier

Schedule 5.01(j) Project Milestone Schedule Schedule 5.01(t) RequiredApprovalsSchedule Schedule 5.03(s) List of Assets

Schedule5.03(t) Mechanic’sLien

Schedule6.01 ExistingCreditFacilities

Schedule6.08 Litigation

Schedule 6.13(e) AffiliateTransactions Schedule 6.15-1 Phase 1 Project Site Schedule 6.15-2 Project Site

Schedule6.17(a) IntellectualProperty

Schedule 6.26(b) Davis-BaconActCoveredContracts Schedule 7.03 Required Insurance

Schedule 8.02(a) SalesandMarketingPlan Schedule 11.04 Notices

ScheduleR FormofSafetyReport

LOAN GUARANTEE AGREEMENT, dated January10, 2025 (this "Agreement"), between the UNITED STATES DEPARTMENT OF ENERGY, an agency of the United States of America ("DOE") and Montana Renewables, LLC, a limited liability company organized and existing under the laws of the state of Delaware (the "Borrower").

PRELIMINARYSTATEMENTS

(A)DOE has been authorized to issue a guarantee for FFB to make loans for the Project pursuant to TitleXVIIoftheEnergyPolicyActof2005,Pub.L.10958,asamendedbySection 406ofDiv.A of Title IV of Pub. L. 111 5, and as further amended from time to time (“Title XVII”).

(B)Borrower has undertaken the development, engineering, procurement, construction, operation, ownership,andmaintenanceofabiorefineryfacilitycalled“MontanaRenewables”locatedinGreat Falls, Montana, which converts fats, oils, and greases into renewable diesel (“RD”), sustainable aviation fuel (“SAF”), and renewable naphtha, including the currently operational portion of the facility (“Phase 1”) and the proposed expansion of such facility, including pursuant to the Project Ground Lease Amendment,to increase the production of RD, SAF and renewable naphtha, including wastewater treatment upgrades and infrastructure updates,including rail and tankage, as described on the latest Project Milestone Schedule(“Phase 2” and collectively with Phase 1, the “Project”),whichisanticipatedtooperateatmaximumSAFproductionandcogeneratetoproduce steam and power from renewable naphtha.

(C)As of the date of this Agreement, Montana Renewables Holdings LLC, (the “Direct Parent”) a limitedliabilitycompanyorganizedintheStateofDelaware,whichisowned14.2045%byWPGG 14 United Aggregator, L.P., (“Warburg Pincus”), 0.0858% by Montana Renewables Holdings, Inc.,acorporationincorporatedintheStateofDelaware(“MRHInc.”)and85.7097%byCalumet MontanaRefining,LLC,alimitedliabilitycompanyorganizedintheStateofDelaware(“CMR”), owns 100% of the Borrower;.

(D)The Borrower submitted an application for the issuance by DOE of a guarantee of a multi-draw constructionandtermloanfacilitytobeauthorizedandapprovedbyDOEunderTitleXVII,subject to the requirements of Section 1706 and the Applicable Regulations (the "Application").

(E)TheBorrowerandDOEenteredintoaConditionalCommitmentLetterdatedOctober 16,2024(the “Conditional Commitment Letter”), pursuant to which DOE agreed to arrange for FFB to purchasetheFFBNotefrom theBorrowerandtomakeAdvancesfrom timetotimethereunder,in each case, upon the terms and subject to the conditions of this Agreement and the other Financing Documents.

(F)Subject to the terms and conditions hereof, DOE will, in connection with arranging financing for the Borrower from FFB, issue and deliver to FFB a loan guarantee (the “DOE Guarantee”) pursuant to which it will guarantee the Borrower’s repayment of principal and interest on the Advances as and when required pursuant tothe FFBNote and any other liabilities, losses, costs or expensesincurred by FFBfrom timeto time withrespect tothe FFBNoteorthe related FFB Note Purchase Agreement.

(G)TheexecutionofthisAgreementisaconditionprecedenttoDOE’sissuanceoftheDOEGuarantee, and FFB’s receipt of the DOE Guarantee is a condition precedent to FFB’s execution of the FFB Documents.

(H)TheBorrower'sobligationstoDOEandFFBwillbesecuredbytheLiensgrantedundertheSecurity Documents, to the extent provided therein.

(I)The parties hereto desire: (a) to specify, among other things, the terms and conditions for: (i) the deliverybyDOEofthePrincipalInstrumentsrequiredforFFBtopurchasetheFFBNotepursuant to the FFB Note Purchase Agreement; (ii) the delivery by DOE of Advance Request Approval Notices; and (iii) certain indemnity and reimbursement obligations of the Borrower to DOE; and

(b)toprovideforcertainothermattersrelatedthereto.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLEI

DEFINITIONSANDOTHERRULESOFCONSTRUCTION

Section1.01Terms Generally. Capitalized terms used herein, including in the preliminary statements, without definition shall have the respective meanings assigned to such terms in Annex AAnnex A(Definitions) hereto.

Section1.02 OtherRulesofConstruction.Unlessthecontraryisexpresslystatedherein:

(a)wordsinthisAgreementdenotingagendershallbeconstruedtoincludetheothergender;

gender;

(b)when used in this Agreement, the words "including," "includes" and "include" shall be deemed to be followed in each instance by the words "without limitation";

(c)whenusedinthisAgreement,theword"or"isnotexclusive;

(d)when used in this Agreement, the words "herein," "hereby," "hereunder," "hereof," "hereto," "hereinbefore," and "hereinafter," and words of similar import, unless otherwise specified, shall refertothisAgreementinitsentiretyandnottoanyparticularsection,subsection,paragraph,clauseorother subdivision, exhibit, schedule or appendix of this Agreement;

(e)each reference in this Agreement to any article, section, subsection, paragraph, clause or other subdivision, annex, exhibit, schedule or appendix shall mean, unless otherwise specified, the respective article, section, subsection, paragraph, clause or other subdivision, annex, exhibit, schedule or appendix of this Agreement;

(f)capitalized terms in this Agreement referring to any Person or party to any Financing Documentortoanyotheragreement,instrument,deedorotherdocumentshallrefertosuchPersonorparty together with its successors and permitted assigns, and in the case of any Governmental Authority, any Person succeeding to its functions and capacities;

(g)each reference in this Agreement to any Financing Document or to any other agreement, instrument,deedorotherdocument,shallbedeemedtobeareferencetosuchFinancingDocumentorsuch other agreement, instrument, deed or document, as the case may be, as the same may be amended, supplemented, novated or otherwise modified from time to time in accordance with the terms hereof and thereof;

(h)(i)eachreferenceinthisAgreementtoanyApplicableLaworEnvironmentalLawshallbe construed as a reference to such Applicable Law or Environmental Law, as applied, amended, modified, extendedorre-enactedfromtimetotime,andincludesanyrulesorregulationspromulgated

thereunder,(ii) reference to compliance with Applicable Law (but not references to compliance with specific laws or Environmental Laws) shall be construed as material compliance with such Applicable Laws to the extent not specified otherwise;

(i)each reference in this Agreement to any provision of any other Financing Document will include reference to any definition or provision incorporated by reference within that provision;

(j)except where expressly provided otherwise, whenever any matter is required to be satisfactory to, or determined or approved by, DOE or FFB, or DOE or FFB is required or permitted to exercise any discretion (including any discretion to waive, select, require, deem appropriate, deem necessary,permit,determineorapproveanymatter),thesatisfaction,determinationorapprovalofDOEor FFB,ortheexercisebyDOEorFFBofsuchdiscretion,shallbeinitsrespectivesoleandabsolutediscretion, as applicable, including as to the form and content of any instrument or other document and further DOE shall be entitled to consult with the Independent Engineer or any other of its Secured Party Advisors in making such determination or exercising such discretion;

(k)except where expressly provided otherwise, the words "days", "weeks", "months" and "years" shall mean calendar days, weeks, months and years, respectively, and each reference to a time of day shall mean such time in Washington, D.C.;

(l)thetableofcontentsandarticleandsectionheadingsandothercaptionshavebeeninserted as a matter of convenience for the purpose of reference only and do not limit or affect the meaning of the terms and provisions thereof;

(m)theexpression"reasonableefforts"andexpressionsoflikeimport,whenusedinconnection with an obligation of any Borrower Entity, means (i) except as set forth in clause (ii)of this paragraph below,takingingoodfaithandwithduediligenceallcommerciallyreasonablestepstoachievetheobjective and to perform the obligation, including doing all that can reasonably be done in the circumstances taking into account each party’s obligations hereunder to mitigate delays and additional costs to the other party, and in any event taking no fewer steps and efforts than those that would be taken by a commercially reasonableandprudentpersonincomparablecircumstances,wherethewholeofthebenefitoftheobligation and where all the resultsof taking such stepsand efforts accrue solelyto that person’s own benefit and (ii) inthecaseofanyPassiveSponsor,asitrelatestoanyactiontobetakenbytheBorrower,theDirectParent oranySubsidiaryoftheBorrower,causingitssharestobevotedinfavoroforagainstamatterorgivingor withholding consent to a matter;

(n)the words "asset" and "property," unless otherwise defined herein, shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, includingcash,EquityInterests,securities,revenues,accounts,leaseholdinterests,IntellectualPropertyand contract rights;

(o)the word "will" shall be construed as having the same meaning and effect as the word "shall;" and

(p)thedefinitionsofthetermshereinshallapplyequallytothesingularandpluralformsofthe terms defined.

Section1.03Definitions in Other Written Communications. Unless the contrary intention appears, any capitalized term used without definition in any notice or other written communication given under or pursuant to this Agreement shall have the same meaning in that notice or other written communication as in this Agreement.

Section1.04Conflict with FFB Documents. In the case of any conflict between the terms of this Agreement and the terms of any FFB Document (a), as between the Borrower and DOE the terms of this Agreement shall control, unless expressly stated to the contrary herein and (b) as (i) between the Borrower and FFB or (ii) between DOE and FFB, the terms of such FFB Document shall control.

Section1.05Language; Accounting Terms. All information, reports, notices and other documents required to be delivered under the Financing Documents shall be prepared in English and denominated in Dollars. Except as otherwise expressly provided herein, all accounting terms used herein andintheotherFinancingDocuments,andinanycertificateorotherdocumentmadeordeliveredpursuant hereto or thereto, but not otherwise defined in Annex AAnnex A(Definitions) hereto shall have the respective meanings assigned to them in conformity with GAAP.

ARTICLEII

FUNDING

Section 15.Section2.01 GuaranteedLoanPurchaseoftheFFBNotes.

(a)Purchase of the FFB Notes. Subject to the terms and conditions hereof and of the FFB Documents,ontheExecutionDate,DOEshalldelivertoFFBtheFFBSecretary’sInstrumentsrequired,in accordance with Section 3.3 of the FFB Note Purchase Agreement, in connection with the offer to FFB to purchaseontheExecutionDate,theFFBNotecontemplatedthereunderinanaggregatemaximumprincipal amount not to exceed one billion four hundred thirty-nine million nine hundred sixty-nine thousand four hundred twenty-three Dollars and eighteen cents ($1,439,969,423.18), of which eight hundred fifteen millioneighthundredfourthousandfivehundredthirtytwoDollarsandfifty-ninecents($815,804,532.59)(the "Maximum Principal Amount") shall be available to be provided as Advances to the Borrower, and anaggregatemaximumamount ofcapitalizedinterestinaccordancewith Section3.04(a) (Interest Amount and Interest Computations3.04(a)(Interest Amount and Interest Computations) not to exceed two hundred thirty-two million eight hundred thirty-eight thousand six hundred seventy-five Dollars and twenty nine cents ($232,838,675.29) (the "Maximum Capitalized Interest Amount"”and such amount together with the Maximum Principal Amount, the "Maximum Guaranteed Loan Amount", and the loan extended under the FFB Noteup to the Maximum Guaranteed Loan Amount, the "Guaranteed Loan").

(b)GuaranteedLoanTranches.TheGuaranteedLoanshallbedisbursed,andthecorresponding FFB Note shall be issued, in a series of two tranches (each, a "Tranche"), each in an amount, including capitalizedinterest,nottoexceedtheMaximumTrancheAmountforsuchTranche,tofundspecificEligible Project Costs as set out below:

(i)Tranche1,whichshallbeavailabletofundEligibleProjectCoststhatwere incurred and paid by the Borrower prior to the date hereof;and;

(ii)Tranche2,whichshallbeavailabletofundEligibleProjectCostsforPhase2.

Section 16.Section2.02 AvailabilityandReductions.

(a)Maximum Guaranteed Loan Amount; Availability Period. Subject to the terms and conditionshereofandoftheFFBDocuments,DOEshall,duringtheapplicableAvailabilityPeriod,deliver to FFB an Advance Request Approval Notice authorizing FFB to make Advances under any Tranche in accordance with Section 2.04(a)(ii)(Advance Request Approval NoticeSection 2.04(a)(ii) (Advance Request Approval Notice); provided, that, after giving effect to any Advances and the use of proceeds thereof and subject to Section2.072.07(Determination of Advance Amounts):(A)theaggregateamountofallAdvancesmadetotheBorrowerundertheFFBNotewithrespect toaTrancheandanycapitalized

interestthereonforsuchTrancheshallnotexceedtheapplicableMaximum TrancheAmount;and(B)theaggregateamountofallAdvancesmadetotheBorrowerundertheFFBNote

then-outstanding under all Tranches and any capitalized interest thereon shall not exceed the Maximum Guaranteed Loan Amount and shall otherwise comply with the Debt Sizing Parameters.

(b)Loan Commitment Amount Reductions. The Borrower may, on not less than thirty

(30) days' prior written notice to DOE and upon the satisfaction of any consent requirement or other applicable

provisionsofthisAgreementandeachotherFinancingDocument,permanentlyreducetheLoan Commitment Amount for one (1) or more Tranches, in whole or in part, but only if:

(i)the Borrower demonstrates to DOE's satisfaction that the total funding committed and available to the Project is sufficient to pay all remaining Project Costs in accordance with the then-applicableConstructionBudget,ProjectMilestoneScheduleandBaseCaseFinancialModel;

(ii)DOE issatisfiedthat theproposedreduction or cancellation wouldnot reasonably be expected to cause a Default or an Event of Default;

(iii)the Borrower shall have delivered to DOE by an Acceptable Delivery Method, a certificate, in form and substance satisfactory to DOE, with respect to the matters set forth in clauses (i)(i)and (ii)above(ii) above; and

(iv)uponsuchcancellationorreduction,theBorrowershallpayallexpensesandother amounts then due with respect to, or as a result of, such cancellation or reduction under this Agreement.

(c)No Reborrowing. Once reduced or canceled, the Loan Commitment Amount with respect to such Tranche may not be increased.

(d)DOE Termination. If any First Advance Date has not occurred by the applicable First Advance Longstop Date, DOE may terminate this Agreement upon no less than ten (10) Business Days'’prior written notice to the Borrower. Once terminated, this Agreement may not be reinstated.

Section 17.Section2.03 MechanicsforRequestingAdvances.

(a)AdvanceRequests.SubjecttotheFFBDocuments,fromtimetotimeduringtheapplicable Availability Period, the Borrower may request Advances under the FFB Documents by delivering, by an AcceptableDeliveryMethod,toDOE,anappropriatelycompletedrequestwithrespecttosuchAdvanceor Advances(each,an"AdvanceRequest"),intheformattachedasExhibitA(FormofAdvanceRequest)(as suchformmaybeamended,supplementedormodifiedfromtimetotimebyDOE,the"FormofAdvance Request") and otherwise in form and substance satisfactory to DOE exactly twenty

(20) Business Days priortoanyRequestedAdvanceDate(orsuchshortertimeperiodasDOEmayagreeinitssolediscretion).

(b)Frequency. The Borrower may request Advances in accordance with clause (a)above(a) aboveno earlier than thirty (30) days from the date of the immediately preceding Advance Request; provided, that:

(b) (i) the Borrower shall not deliver an Advance Request more frequently than once per calendar quarter without the prior written consent of DOE; and (ii) in no event shall any Requested Advance Date be: (A) thelastthree(3)BusinessDaysofanycalendarmonthotherthanMarch,June,SeptemberorDecember;

(B)(B)the last seven (7) Business Days of March, June, September or December; or (C) during the period September 15 through and including the third (3rd) Business Day in October.

Section 18.Section2.04 MechanicsforFundingAdvances.

(a)AdvanceFunding

(i)Satisfaction of Conditions. Promptly after receipt of an Advance Request complying with Section2.03(a)(AdvanceRequests2.03(a) (Advance Requests), DOE shall review such Advance Request to determine whether all certificates and documentation required to be attached thereto have been delivered to DOE.

(ii)Advance Request Approval Notice. With respect to any Advance under the FFB Documents, if DOE determines that all conditions precedent set forth in ArticleV(Conditions Precedent)inrespectoftherequestedAdvancehavebeensatisfied(orwaivedinwriting),thenDOE shallissuetoFFBanAdvanceRequestApprovalNoticenolaterthanthree(3)BusinessDaysprior to the Requested Advance Date;.

(b)Funding. For any requested Advance for which an Advance Request Approval Notice has beenissuedpursuantto Section2.04(a)2.04(a)above and forwhich no DrawstopNoticehas beenissuedpursuant toSection2.04(c)2.04(c)below,FFBshallfundsuchAdvanceontheRequestedAdvanceDateinaccordancewith the FFB Note Purchase Agreement and the FFB Note. Such funds shall be applied as specified in the FFB Documents and in accordance with Section2.04(e)2.04(e)below hereof; provided, that, if any Drawstop Notice has been issued and is in effect on the Requested Advance Date with respect to any funds received by the Borrower, such funds (together with any additional amounts due thereon or arising therefrom) shall be returned by the Borrower to FFB pursuant to clause (c)(c)below.

(c)DrawstopNotices

(i)Issuance. Following the issuance of any Advance Request Approval Notice by DOEpursuanttoclause2.04(a)2.04(a)aboveandonorpriortotheRequestedAdvanceDate,DOEorFFB may,fromtimetotime,issueanoticesubstantiallyintheform attachedheretoas Exhibit B(Form of Drawstop Notice) (a "Drawstop Notice") to the Borrower and to DOE or FFB, as the case may be, if and only if DOE or FFB, as the case may be, determines that:

(A)any applicable condition set forth in ArticleVwith respect to such Advance is not met, or, having been met, is no longer met; or

(B)totheextenttheAdvanceRequestApprovalNoticehasbeenissuedforany Advance under the FFB Note and the FFB Note Purchase Agreement, the conditions precedent to such Advance contained in the FFB Note and the FFB Note Purchase Agreement are not met, or, having been met, are no longer met and have not been waived by FFB.

(ii)Consequences. Ifa Drawstop Noticeisissued,FFBshallnot be obligatedtomake the requested Advance set forth on such Drawstop Notice; provided, that if FFB makes any such Advance to the Borrower following the issuance of a Drawstop Notice, the Borrower shall return suchAdvancetoFFBwithinone(1)BusinessDayfollowingreceiptthereof;and,providedfurther, that any amount required to be returned by the Borrower pursuant to this Section2.04(c)(ii)2.04(c)(ii)shall accrue interest at the Late Charge Rate from the datesuch Advance is

made until such Advance is returned.FollowingthereturnofsuchAdvance,FFBshalldeliveraninvoicetotheBorrowersetting forth the interest and other applicable make-whole amount due and payable with respect to such returnedamount.TheBorrowershallpaypromptly,butinnoeventlaterthanfive(5)BusinessDays following delivery of such invoice, such interest and other applicable make-whole amounts as directed by FFB, and the Borrower shall pay all costs and expenses incurred by DOE, FFB, or the Collateral Agent as a result of such DOE Advance withdrawal.

(d)NoLiability

(i)TheBorrower acknowledges andagreesthatDOEshallonlyberequiredtouseits reasonable efforts to provide FFB with the necessary Advance Request Approval Notices within the

timeframes specifiedin Section2.04(a)(ii)2.04(a)(ii)above,but DOE shall inanyeventensurethat FFB receivesallsuchAdvanceRequestsandAdvanceRequestApprovalNoticesassoonaspracticable followingreceiptfromtheBorroweroftheapplicableAdvanceRequestsandnecessarycertificates

andotherdocumentationspecifiedabove(subjecttotheBorrowersatisfyingallapplicableconditions precedent specified in Article V(Conditions Precedent)).

(ii)Neither DOE nor FFB shall have any liability for any action taken (including the delivery of a Drawstop Notice) or omitted to be taken (including the refusal to fund any Advance or Advances following the issuance of a Drawstop Notice) or for any loss or injury resulting from its actions or inaction or its performance or lack of performance of any of its other obligations hereunder unless and solely to the extent such liability arises from the gross negligence or willful misconduct of DOE or FFB as determined by a court of competent jurisdiction in a final, non-appealablenon- appealablejudgment. In no event shall DOE, FFB or any subsequent holder of the FFB Note be liable, and each such Person shall be exempt from liability in accordance with Section11.0811.08(Limitation on Liability), in each case: (A) for acting in accordance with, or relying upon, any entitlement order, instruction, notice, demand, certificate or document from the Borrower or any entity acting on behalf of the Borrower; (B) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable orcontemplated; or(C)inthecaseof FFBoranysubsequent holder oftheFFBNote,foractingin accordance with, or relying upon, any Drawstop Notice issued by DOE.

(iii)Notwithstanding anything contained in this Agreement to the contrary, neither DOEnorFFBshallincuranyliabilitytotheBorrower,anyAffiliatethereofortoanyotherSecured Party for not performing any act or fulfilling any duty, obligation or responsibility hereunder or under any other Financing Document by reason of any Lender Force Majeure Event; it being understood that DOE or FFB, as the case may be, shall resume performance hereunder as soon as reasonably practicable as the effects of such Lender Force Majeure Event cease to prevent or otherwise hinder DOE or FFB, as applicable, from performing hereunder or thereunder.

(e)DisbursementofProceeds.

(i)TheBorrowershallapplytheproceedsofanyAdvanceunderaTranche

solelyto:

(A)reimburse the Borrower for Eligible Project Costs that have been previously incurred and paid by or on behalf of the Borrower;

(B)fromandaftertheFirstAdvanceDateunderanyTranche,payforEligible Project Costs related to the corresponding Project Phase that have been invoiced and are dueandpayableorreasonablyanticipatedtobedueandpayablewithinthenextninety(90) day period following the relevant Advance Date (it being understood that at the time of submissionoftherelevantAdvance Request the Borrower shallbein possessionof allthe invoices,orotherdocumentationreasonablyacceptableto DOE,necessarytoevidencethe incurrence of such Eligible Project Costs); or

(C)fundtheBaseDSRAAmountinaccordancewiththeAccountsAgreement.

Agreement.

(ii)InnoeventshalltheproceedsoftheAdvancesbe:

(A)used to pay interest payments on the Guaranteed Loan, administrative or other fees relating to the Guaranteed Loan or any other amounts due under the Financing Documents (it being understood that the foregoing prohibition in this Section

2.04(e)(ii) 2.04(e)2.04(e)(ii)shall not apply to administrative or other similar fees incurred in connection with the completion of the Project to the extent such fees constitute Eligible Project Costs);

(B)disbursedtofund(orreimbursetheBorroweroranyBorrowerEntitiesfor) any contribution under the Base Equity Commitment or Contingent Equity Commitment; or

(C)usedtopayanyportionoftheProjectCoststhatarenotEligibleProject

ProjectCosts.

Section2.05AdvanceRequirementsundertheFFBDocuments.Notwithstandinganythingto the contrary contained in this Article II(FundingArticle II (Funding), the Borrower shall comply with each disbursement requirement set forth in the FFB Documents. Unless otherwise specified in the FFB Documents, all determinations to be made with respect to the FFB Documents shall be made by DOE.

Section2.06No Approval of Work. The making of any Advance or Advances under the Financing Documents shall not be deemed an approval or acceptance by any Secured Party of any work, labor, supplies, materials or equipment furnished or supplied with respect to the Project.

Section 19.Section2.07 DeterminationofAdvanceAmounts.

(a)AsofanydateofanyrequestedAdvance,aftergivingeffecttosuchAdvance:

(i)theaggregateoutstanding principalamountofallAdvancesmadetotheBorrower under the FFB Note shall not exceed eighty percent (80%) of the Eligible Project Costs incurred and paid on or prior to the relevant Requested Advance Date or reasonably anticipated to be paid within ninety (90) days after such Requested Advance Date;

(ii)the outstanding principal amount (excluding, for the avoidance of doubt, any capitalized interest) of the Guaranteed Loan shall not exceed the Maximum Principal Amount;

(iii)theaggregateamount of capitalizedinterest onall outstanding Advances shall not exceed the Maximum Capitalized Interest Amount;

(iv)the outstanding principal amount under each Tranche shall not exceed the Maximum Tranche Amount for such Tranche; and

(v)based on the aggregate outstanding principal amount of all Advances made to the Borrower under the FFB Note, (A) the most recent Debt to Equity Ratio shall not exceed 54.39:45.61 and (B) the minimum Projected Debt Service Coverage Ratio shall not be less than 1.70:1.00 for each consecutive twelve (12)month period ending on the last day of each fiscal quarterlyperiodfollowingtheCommercialOperationsDateupto(andincluding)thePaymentDate immediately prior to the Maturity Date (collectively, the "Debt Sizing Parameters").

ARTICLEIII

PAYMENTS;PREPAYMENTS

Section 20.Section3.01 PlaceandMannerofPayments.

(a)All payments due under the FFB Note shall be made by the Borrower to FFB pursuant to the terms of the FFB Documents.

(b)All payments to be made to DOE under this Agreement shall be sent by the Borrower in Dollars in immediately available funds before 1:00 p.m. (District of Columbia time) on the date when due

(b) to such account as DOE shall direct by written notice to the Borrower not less than five (5) Business Days prior to the date when due.

(c)In the event that the date of any payment to DOE or the expiration of any time period hereunder occurson a day thatis not a Business Day, then such payment or expirationoftime period shall be made or occur on the next succeeding Business Day, and such extension of time shall in such cases be included in computing interest or fees, if any, in connection with such payment.

(d)TheBorrowerunderstandsandagreesthat DOEandFFBareagencies orinstrumentalities of the United States and that all payments hereunder or under the Financing Documents are payable, and shall in all cases be paid, free and clear of all Taxes.

Section 21.Section3.02 MaturityandAmortization.

(a)MaturityDate.TheBorrowershallrepaytheoutstandingGuaranteedLoanandallaccrued and unpaid interest in full on the Maturity Date.

(b)Payments.TheFFBNoteshall:(i) bestatedtomatureinconsecutivequarterlyinstallments of principal (each, a "FFB Note Installment") payable on each Payment Date, commencing on the First Principal Payment Date (or, if not a Business Day, the next Business Day, unless such next Business Day is one of the last two days of the applicable month, in which case it shall be the immediately preceding BusinessDay)intheamountssetforthintheamortizationschedulesetoutin Schedule3.02(Amortization Schedule);providedthatPaymentDatesshallnotoccuronthelasttwodaysofanymonth;and(ii) provide forthecapitalizationandpaymentofinterestinaccordancewithSection3.04(Interest Provisions Relating to All Advances3.04(Interest Provisions Relating to All Advances) and the FFB Documents.

Section3.03Evidence of Debt.

The entries made in the internal records maintained by or on behalfofDOE,respectively,evidencingtheamountsfromtimetotime:(i) advancedbyFFBundertheFFB NotePurchaseAgreementandtheFFBNote;or(ii)paidbyoronbehalfoftheBorrowerfromtimetotime in respect thereof, shall constitute, absent

manifest error, evidence of the existenceand amount ofthe FFB Note Obligations of the Borrower as therein recorded.

Section 22.Section3.04 InterestProvisionsRelatingtoAllAdvances.

(a)InterestAmountandInterestComputations.

(i)InterestshallaccrueontheoutstandingprincipalamountofeachAdvancefromthe datesuchAdvanceisdisbursedtotheBorrowerpursuanttotheFFBNotePurchaseAgreementand theFFBNote,tothedatesuchAdvanceisdue,ineachcase,atarate perannumasspecifiedinthe FFB Documents. Except as provided in clause (ii)(ii)of this Section3.04(a)(Interest Amount and Interest Computations3.04(a) (Interest Amount and Interest Computations),interestaccruedontheoutstandingprincipalbalanceofeachAdvanceshall be due and payable on each Payment Date beginning on the first Payment Date to occur after the date on which such Advance is made, up through and including the Maturity Date.

(ii)For each Advance made prior to the First Interest Payment Date, the amount of accrued interest on the FFB Note that would otherwise be due and payable on each Payment Date tooccurbeforetheFirstInterestPaymentDateshallbecapitalizedontherespectivePaymentDate and be added to the principal amount due under the FFB Note, and interest shall thereafter accrue on the sum of

the outstanding principal (including such capitalized interest) at the rate established for such Advance in accordance with paragraph 6 of the FFB Note; provided, that the aggregate amount of accruedinterestthat maybecapitalizedforanyTrancheshall not exceedtheMaximum Capitalized Interest Amount for such Tranche and shall not cause the total outstanding amount undertheFFBNotetoexceedtheapplicableMaximumTrancheAmountortoexceedtheMaximum

Guaranteed Loan Amount. The amount of interest that shall be capitalized on each Advance shall be determined as set forth in the FFB Note.

(iii)Without limiting the foregoing, all Overdue Amounts shall: (A) accrue interest at the Late Charge Rate through the date of payment; and (B) be payable by the Borrower in accordance with the FFB Documents.

(iv)The Borrower hereby authorizes FFB to record in an account or accounts maintained by FFB onitsbooks: (A)theinterest ratesapplicableto all Advances; (B) the date and amount of each principal and interest payment on each Advance outstanding; and (C) such other informationasFFBmaydetermineisnecessaryforthecomputationofinterestandthePrepayment Price payable by the Borrower under the FFB Note. The Borrower acknowledges and agrees that allcomputationsofinterestandthePrepaymentPricebyFFBpursuanttothisSection3.04(Interest Provisions Relating to All Advances3.04(Interest Provisions Relating to All Advances) and the FFB Note shall, in the absence of manifest error, be evidenceoftheamountthereof.Allcomputationsofinterestshallbemadeassetforthintherelevant FFB Document.

(b)InterestPaymentDates.SubjecttothetermsoftheFFBNotePurchaseAgreementandthe FFB Note, the Borrower shall pay accrued interest on the outstanding principal amount of each Advance:

(b) (i) on each Payment Date, as and to the extent specified in Section 3.04(a)aboveSection 3.04(a) above; (ii) on each prepayment date (to the extent thereof); and (iii) at maturity (whether by acceleration or otherwise).

Section 23.Section3.05 Prepayments.

(a)TermsofAllPrepayments.

(i)With respect to any prepayment of any Advance, whether such prepayment is voluntaryormandatory,includingaprepaymentuponacceleration,theBorrowershallcomplywith all applicable terms and provisions of this Agreement and the FFB Documents.

(ii)AllprepaymentsoftheFFBNoteshallbe:(A)appliedtoAdvancesasspecifiedin the relevant Prepayment Election Notice; and (B) due in an amount equal to the Prepayment Price calculated by FFB in accordance with the terms of the FFB Note.

(iii)The Borrower may not re-borrow the principal amount of any Advance that is prepaid, nor shall any such prepayment create availability for further borrowings during the Availability Period.

(iv)If the Borrower shall fail to make a prepayment to FFB on any Intended PrepaymentDateinaccordancewiththisAgreementandtheFFBNote,theBorrowershallpayFFB a Late Charge on any Overdue AmountfromsuchIntended Prepayment Datetothe date onwhich payment is made, computed in accordance with the provisions of the FFB Note.

(v)Any prepayment made pursuant to this Section3.05(Prepayments3.05 (Prepayments) shall be applied:(A)onaproratabasistoeachTranche(unlessotherwiseelectedbytheBorrower);(B)to the specific Advances identified bythe Borrowerin accordance withthe FFBDocuments; and(C) in the inverse order of maturity among the outstanding principal amounts of such Advances, or as otherwise specified by the FFB Note or by DOE (and agreed by the Borrower); provided that the Borrower may elect to which Advances (either in part or in full) any prepayment shall be applied.

(vi)IntheeventofanyprepaymentinpartorinfullofalloutstandingAdvancesunder aTrancheinfullpursuanttothisSection3.05(Prepayments3.05(Prepayments),theremainingLoanCommitment

(vi) AmountforsuchTranche shallbedeemed tobereduced tozero Dollars ($0), unlessotherwise agreed to by DOE.

(vii)Simultaneously with all prepayments of an Advance under the Guaranteed Loan, whether voluntary or mandatory, the Borrower shall pay all accrued and unpaid interest and other fees, costs, expenses and other Secured Obligations then due and payable under the Financing Documents. Any prepayments of the Advances under the Guaranteed Loan in full shall require payment in full of all other Secured Obligations then outstanding.

(b)VoluntaryPrepayments.

(i)Subject to clause (ii)below,(ii) below,the Borrower may at any time and from time to time prepayalloranyportionoftheoutstandingprincipalamountofanyAdvanceundertheFFBNote, upon prior submission of a Prepayment Election Notice by the Borrower to DOE and FFB (witha copytotheCollateralAgent)notlessthanten(10)BusinessDayspriortotheIntendedPrepayment Date in accordance with the terms hereof and the FFB Note.

(ii)TheAdvancesmayonlybeprepaidunderclause(i)above(i)aboveifeithersuchprepayment includesprepaymentinfullofalloutstandingAdvancesandallotherSecuredObligationsunderall Tranches, or if in part as follows:

(A)to the extent that such prepayment is made prior to the expiration of the AvailabilityPeriodfortheRelevantTranche,(1)suchprepaymentincludesprepaymentin full of all outstanding Advances and all other FFB Note Obligations with respect to such

Tranche, or (2) such payment includes a partial prepayment of the outstanding Advances and other FFB Note Obligations with respect to such Tranche; provided, that DOE has provideditspriorwrittenconsentandtheremainingLoanCommitmentAmountisreduced to zero Dollars ($0); or

(B)to the extent such prepayment is made after the expiration of the Availability Period for the Relevant Tranche, the Borrower has demonstrated to the satisfaction of DOE that, immediately following such prepayment:

(1)each Reserve Account has been fully funded to its required balance in accordance with the Accounts Agreement;

(2)if the Physical Completion Date has not yet occurred, the Physical CompletionDateisexpectedtooccuronorbeforethePhysicalCompletionLongstopDate;

(3)if the Project Completion Date has not yet occurred, the Project CompletionDateisexpectedtooccuronorbeforetheProjectCompletionLongstopDate, and the total funding committed and available to the Borrower is sufficient to pay all remainingProjectCostsinaccordancewiththethen-applicableConstructionBudget,

(3) ProjectScheduleandBaseCaseFinancialModel;and

(4)the total funding available to the Project is sufficient to pay all Operating Costsinaccordancewiththethen-applicableO&MBudgetandBaseCaseFinancialModel; and

ineachcaseofclauses(A)(A)and(B),(B),noDefaultorEventofDefaulthasoccurredandiscontinuing,orcould reasonably be expected to occur as a result of such prepayment.

(c)MandatoryPrepayments.

(i)Subjecttotheprovisionsofthe IntercreditorAgreement andanyprorata payment treatmenttherein,unlessotherwiseinstructedinwritingbytheDOE,theBorrowershallprepaythe Advances upon the occurrence of any of the following events (each, a "Mandatory Prepayment Event") and in the prepayment amounts set forth below (such amounts, the "Mandatory Prepayment Amounts"):

(A)withtheamountsreceivedbytheBorrowerofanyperformanceliquidated damages paid under any Major Project Document that exceed the amount required, as reasonably determined by DOE, to pay to construct, repair or restore the Project, to the extentrequiredtoachievetheDebtServiceCoverageRatiosetforthintheExecutionDate Base Case Financial Model;

(B)with the amounts received by the Borrower in respect of any of delay liquidated damages paid under any Major Project Document that exceed the amount required, as reasonably determined by the Borrower and agreed by DOE, to pay Project Costs, Operating Costs or Capital Expenditures during the period of the applicable delay, suchexcessamount,butsolelytotheextentsuchexcessamountisgreaterthanonemillion Dollars ($1,000,000) individually or five million Dollars ($5,000,000) in the aggregate in any Fiscal Year;

(C)withtheamountsreceivedbytheBorrower constitutingLossProceeds,to the extent (and promptly following determination that) prepayment is required in accordance with Section 7.04(Event of Loss7.04 (Event of Loss), such required amount;

(D)withtheamountsreceivedbytheBorrowerofanyamountasaresultofthe terminationorrepudiationofanyMajorProjectDocumentthatexceedsthereasonableout-of-pocketout- of-pocketcosts incurred by the Borrower to replace such Major Project Document, such excess amount, but solely to the extent such excess amount is greater than one million Dollars ($1,000,000);

(E)with the amounts received by the Borrower of any amount as a result of a breach of any Project Document (other than termination or repudiation) that exceeds the amount reasonably necessary to remedy the breach, such excess amount, but solely to the extent such excess amount is greater than one million Dollars ($1,000,000);

(F)with the amounts received by the Borrower in respect of any Permitted Dispositioninasingletransactionoraseriesofrelatedtransactions,thatportionoftheNet Amount of the proceeds of such Permitted Disposition that is not applied (or reasonably expectedtobeapplied)totheacquisitionofreplacementassets,butsolelytotheextentsuch excessamountisgreaterthanonemillionDollars($1,000,000)individuallyorfivemillion Dollars ($5,000,000) in the aggregate in any Fiscal Year;

(G)atthediscretionofDOE,onanyPaymentDate,allfundsondepositinthe Restricted Payment Suspense Account if no transfer or distribution of such funds has occurred in the preceding four (4) consecutive Payment Dates;

(H)on each Payment Date following the First Principal Payment Date, the percentagespecifiedbelowofallfundsondepositintheExcessCashAccountpriorto

any transferstotheRestrictedPaymentSuspenseAccountasofsuchPaymentDate(suchfunds, "Excess Cash" and such prepayment, the "Cash Sweep Mandatory Prepayment"), calculated as of each Payment Date as follows and after giving effect to all other withdrawalsandtransfersrequiredtobemadeonsuchPaymentDatepursuanttothe

Accounts Agreement:(i) if the Debt Service Coverage Ratio is equal to or greater than 1.70:1.00,25%;(ii)if the Debt Service Coverage Ratio is equal to or greater than 1.50:1.00and less than 1.70:1.00, 50%;, 50%; provided that solelyfor the first Monthly Transfer Date(as defined inthe Accounts Agreement) following the Project Completion Date, such percentage shall be 25%;

(I)ontheProjectCompletionDate,intheeventthatupon(I)thespecifiedpre-completionpre- completionperformance levels set forth in the Reliability Testing Plan have not been achievedinaccordancewiththeProjectMilestoneSchedule;or(II)anyspecifiedlong-term performancelevelshavenotbeenachievedbythecorrespondinglongstopdates,theamount required such that the Debt Service Coverage Ratio is equal to or greater than 1.70:1.00;

(J)asumequaltoanyExcessAdvanceAmountasofanyQuarterlyReporting

ReportingDate;

(K)asumequaltoanyExcessGuaranteedLoanAmountasofanydate;

(L)asumequaltosuchIssuanceProceedsreceivedbytheBorrowerasofany

ofanydate;

(M)upon the determination by DOE that any Applicable Law has made it unlawfulorimpossibleforFFBtomakeAdvancesormaintaintheGuaranteedLoanorany portion thereof, or DOE to guarantee or commit to guarantee FFB the amount of any Advance or to reimburse FFB pursuant to the FFB Documents, or otherwise renders unlawful the performance by DOE or FFB of their respective obligations under the Financing Documents, a sum equal to all outstanding Advances and all other Secured Obligations under the Guaranteed Loan;

(N)onehundredpercent(100%)ofanyExtraordinaryAmountreceivedbythe BorrowerinexcessoffivemillionDollars($5,000,000)duringanyFiscalYear,asumequal to such Extraordinary Amount;

(O)if the Base Case Financial Model shows that a portion of the Guaranteed Loan is required to be prepaid in order for the Debt Sizing Parameters to be satisfied immediately upon Project Completion, the Borrower shall prepay such portion of the Guaranteed Loan in the amount necessary to satisfy such parameters; provided, however that (i) the Project Completion Date shall not occur until the Borrower has made this prepayment;and(ii)anyprepaymentpursuanttothisclause(i)willreducetheBaseEquity Commitment(otherthantotheextentofpre-completioncostsprojectedtobecomedueand payable up to the Project Completion Date) and, to the extent that the available amount of the Base Equity Commitment is not sufficient to make the required prepayment, the ContingentEquityCommitment,ineachcase,totheextentofthefundsactuallycontributed to the Borrower to fund such prepayment; and

(P)upon the occurrence or non-occurrence of any eventthe result of whichis that a project that was previously an Eligible Project no longer qualified as an Eligible ProjecttheBorrowershallprepaysuchportionoftheGuaranteedLoanintheamountequal tothesumofthedisbursementstotheBorrowerrelatedtosuchprojectplus

anycapitalized interestrelatedtosuchamountplusfeesandcostsincurredbyDOErelatedtosuchproject.

(ii)Any Mandatory Prepayments shall be made on the Intended Prepayment Date set forth in the relevant Prepayment Election Notice delivered pursuant to this Section3.05(ii)(Prepayments3.05 (Prepayments), which Intended Prepayment Dates shall be the date required for such Mandatory

(ii) Prepayment pursuant to this Section3.05(c)(MandatoryPrepayments3.05(c) (Mandatory Prepayments) but in no event later than fifteen(15)BusinessDaysaftertheoccurrenceofsuchMandatoryPrepaymentEvent(unlessDOE otherwise consents).

(iii)With respect to any Mandatory Prepayment Event, at any time prior to ProjectCompletionor,followingProjectCompletion,totheextentthattheRestrictedPaymentConditions arenotsatisfiedasof theimmediatelyprecedingPayment Dateorare notexpected to be satisfiedas ofthe next Payment Date, during the period commencing on the date DOE received notice of such Mandatory Prepayment Event and ending on the Intended Prepayment Date, DOE may direct the Borrower in writing to transfer funds equal to the corresponding Mandatory Prepayment Amount due and owing to the Prepayment Reserve Account to be utilized in accordance with the Accounts Agreement, and upon such transfer theobligation ofthe Borrower tomakesuchprepayment shall be waivedup tothe amount of such transferredfunds.DOEmayatanytime,initsdiscretion,electtoapplyfundsondepositinthePrepayment Reserve Account to prepayment of the Guaranteed Loan in accordance with the Accounts Agreement.

ARTICLEIV

REIMBURSEMENTANDOTHERPAYMENTOBLIGATIONS

Section 24.Section4.01ReimbursementandOtherPaymentObligations.

(a)TheBorrowershallpaytoDOEtheFacilityFeeonorbeforetheExecutionDate.

(b)The Borrowershall paytoDOE (i)the initialMaintenance Fee on orbefore the Execution Date, and (ii) each subsequent Maintenance Fee on or before January 1 (or if not a Business Day, the first BusinessDaythereafter)ofeachyearaftertheExecutionDateuntilthedateonwhichtheGuaranteedLoan has been paid in full; provided, that the Maintenance Fee shall be pro-rated for any partial calendar year.

(c)TheBorrowershallpaytoDOE(or,totheextentapplicable,reimburseDOE),orsuchother Person as DOE shall direct in writing, as follows:

(i)asum,inDollars,equaltothetotalofallamountspayablebyDOEtoFFBpursuant to the DOE Guarantee (a “DOE Guarantee Payment”) which relate to, or arise out of, the FFB Documents or FFB providing or having provided financing under the FFB Note (such amounts, "Reimbursement Amounts"), which Reimbursement Amounts shall be due and payable to DOE by the Borrower as of the date on which DOE makes the DOE Guarantee Payment to which they relate;

(ii)alldocumentedSecuredPartyExpensespaidorincurredinconnectionwith:

with:

(A)whether or not the transactions contemplated by this Agreement or the Financing Documents are consummated, the due diligence of the Borrower, the other BorrowerEntitiesandtheProject,andthepreparation,negotiation,drafting,executionand recording of this Agreement, the other Transaction Documents and any other documents and instruments related to this Agreement or thereto (including legal opinions);

(B)anyamendmentormodificationto,ortheprotectionorpreservationofany right or claimunder,or consentor waiverinconnectionwith,thisAgreementoranyother Transaction Document, any such other document or instrument related to this Agreement, such other Transaction Document or any Collateral;

(C)theadministration,preservationinfullforceandeffectandenforcementof thisAgreement,theotherTransactionDocumentsandanyotherdocumentsandinstruments

(D)theservicing,administrationandmonitoringof theProject throughoutthe term of the Guaranteed Loan, including in connection with any difficulty experienced by the Project relating to technical, environmental commercial, financial or legal matters or other events—included in such expenses shall be the fees and expenses of DOE’s independentconsultantsandadvisors(includinglegalcounsel),totheextentthatsuchfees andexpensesareincurreddirectlybyDOEandtotheextentsuchthirdpartiesarenot paid directly by or on behalf of the Borrower; and

(E)anyforeclosureagainst,saleorotherdispositionofanyCollateralsecuring the Secured Obligations from time to time, or pursuit of any other remedies under any of

the Financing Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition; and

(iii)to the extent permitted by Applicable Law, interest on any and all amounts describedinthisArticle IV (Reimbursement and Other Payment ObligationsArticle IV(Reimbursement and Other Payment Obligations)(otherthanFinancing Document Amounts, interest on which shall accrue and be payable only to the extent (including subject to any conditions provided for therein and any defenses of the Borrower thereunder or in respect thereof), at the times, in the manner and in the amounts provided for in the Financing Documents (excluding this Section

4.01(ReimbursementandOtherPaymentObligations4.01 (Reimbursement and Other Payment Obligations))) from thedatepayablebyDOEundertheProgramFinancingAgreementuntilpaymentthereofinfullby the Borrower, at the Late Charge Rate.

(d)Upon any Event of Default (and after the expiration of any applicable cure period), in the reasonable discretion of DOE, interest shall accrue on the outstanding principal amount of the Guaranteed Loan at the rate of up to two percent (2.0%) per annum over and above the Interest Rate specified in the FFB Note (the "DOE Default Interest Rate"), payable to DOE on each Payment Date during the period commencingonthedateofsuchEventofDefaultuntilthedatesuchEventofDefaultiscuredorwaivedin writing and is no longer continuing.

(e)Ifanamendment,modification,consent,waiverorchangetoorinrespectofanyprovision ofthisAgreementoranyotherFinancingDocumentconstitutesa"modification"(asdefinedin Section502(9)ofFCRA)increasestheamountoftheCreditSubsidyCost(ascalculatedinaccordancewith FCRA and OMB Circular A-11), and as determined by OMB in its sole discretion), such amendment, modification,consent,waiverorchangeshallbesubjecttotheavailabilitytoDOEoffundsappropriatedby the U.S.Congress or, to the extent permitted by Applicable Law, payment by the Borrower to meet the amount of any such increase in the Credit Subsidy Cost prior to such amendment, modification, consent, waiver or change pursuant to Section 11.01(Waiver and Amendment11.01 (Waiver and Amendment).

(f)In accordance with Section 609.13(a) of the Applicable Regulations, the Borrower shall not:(i)requestthatanyGuaranteedLoanoranyportionorproceedsderivedthereofbeused;or(ii)useany otherfundsobtainedfromtheU.S.federalgovernmentorfromaloanorotherinstrumentguaranteedbythe

(f) U.S.federal government, in either case for the payment of any costs, fees or expenses payable under this Section4.014.01(Reimbursement and Other Payment Obligations), except to the extent explicitly authorized by the U.S. Congress.

(g)The Borrower shall pay to DOE any fees that DOE may assess or incur from time to time in connection with any amendment, consent or waiver in connection with this Agreement or any other Financing Document.

(h)AllfeespayabletoDOEhereundershallbepaidonthedatesdue,inimmediatelyavailable funds in Dollars to DOE and shall be non-refundable upon payment.

(i)AllamountspayabletoDOEhereunder,includingReimbursementAmounts,shallbepaid withoutcounterclaimorset-off(unlessotherwisespecifiedherein)bywiretransfertothefollowingaccount, or to such other account as may be specified by DOE from time to time:

U.S.TreasuryDepartment

ABANo.0210-3000-4TREASNYC/CTR/BNF=889000001000

OBI=LGPOLoanNo. EIR0015

Section4.02Subrogation.InfurtheranceofandnotinlimitationofDOE'srightofsubrogation, theBorroweracknowledgesthat,totheextentofanypaymentmadebyDOEofReimbursementAmounts, DOEshallbefullysubrogatedtotheextentofanysuchpayment,andanyadditionalinterestdueonanylate payment, to the rights of FFB under the FFB Note, the FFB Note Purchase Agreement and any other FinancingDocuments.TheBorrower acknowledges and agreestosuchsubrogation andshallexecutesuch instruments and take such actions as DOE may reasonably request to evidence such subrogation and to perfect the right of DOE to receive any amounts paid or payable thereunder. If and to the extent that DOE shallbefullyandindefeasiblyreimbursedincashorimmediatelyavailablefundsbytheBorrowerpursuant toSection4.01(ReimbursementandOtherPaymentObligations4.01(Reimbursement and Other Payment Obligations)inrespectofanypaymentmadebyDOE ofReimbursementAmounts,suchreimbursementshallbedeemedtoconstituteanequalandcorresponding paymentinrespectofDOE'srightsofsubrogationhereunderinrespectofsuchpaymentofReimbursement Amounts.

Section 25.Section4.03 ObligationsAbsolute.

(a)The obligations of any Borrower entity under this Article IV(Reimbursement and Other Payment ObligationsArticle IV (Reimbursement and Other Payment Obligations) shall be absolute and unconditional, and shall be paid or performed strictly in accordance with this Agreement under all circumstances irrespective of:

(i)anylackof validityor enforceabilityof,oranyamendment or othermodifications of, or waiver with respect to the FFB Note, this Agreement or any other Financing Document;

(ii)anyexchangeorreleaseofanyotherobligationshereunder;

(iii)the existence of any claim, setoff, defense (other than a defense of payment or performance), reduction, abatement or other right that any Borrower Entity may have at any time against DOE or any other Person;

(iv)anydocumentpresentedinconnectionwithanyFinancingDocumentprovingtobe forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v)any payment by DOE pursuant to the terms of the Program Financing Agreement againstpresentationofacertificateorotherdocumentwhichdoesnotstrictlycomplywithtermsof such Program Financing Agreement;

(vi)any breach by any Borrower Entity of any representation, warranty or covenant contained in any of the Financing Documents;

(vii)excepttotheextentprohibitedbymandatoryprovisionsofApplicableLaw,status as, and any other rights of, a "debtor" under the UCC as in effect from time to time in the State of New York or under the Applicable Law of any other relevant jurisdiction;

(viii)any duty on the part of DOE to disclose any matter, fact or thing relating to the business,operationsorfinancialorotherconditionofanyBorrowerEntitynowknownorhereafter known by DOE;

(ix)anydisabilityorotherdefense(otherthanadefenseofpaymentorperformance)of any Borrower Entity or any other Person;

(x)any act or omission by DOE that directly or indirectly results in or aids the discharge of any Borrower Entity or any other Person, by operation of law or otherwise;

(xi)anychangeinthetime,mannerorplaceofpaymentof,orinanyothertermof,all oranyofitsobligationsorliabilitieshereunderoranycompromise,renewal,extension,acceleration or release (other than a release of such obligations of the Borrower under this Article IV (Reimbursement andOtherPaymentObligationsArticle IV (Reimbursement and Other Payment Obligations))withrespectthereto,anychangeintheCollateral securingitsobligationsorliabilitieshereunderoranyotherFinancingDocumentoranyamendment orwaiveroforanyconsenttodeparturefromanyotherguaranteeforalloranyofitsobligationsor liabilities hereunder or any other Financing Document;

(xii)anychangeinthecorporatestructureorexistenceofanyBorrowerEntity;

(xiii)anyexchange,takingorreleaseofCollateral;

(xiv)anyapplicationofCollateraltotheSecuredObligations;or

(xv)any other circumstances or conditions, foreseen or unforeseen, now existing or hereafter occurring, that might otherwise constitute a defense available to, or discharge of, any Borrower Entity in respect of any Financing Document (other than a defense of payment or performance).

(b)TheBorrowerandallotherswhomaybecomeliableforallorpartoftheobligationsofthe Borrower under this Agreement agree to be bound by this Article IV(Reimbursement and Other Payment ObligationsArticle IV (Reimbursement and Other Payment Obligations) and, to the extent permitted by Applicable Law:

(i)waive and renounce any and all redemption and exemption rights and the benefit ofallvaluationandappraisementprivilegesagainsttheindebtednessandobligationsevidencedby any Financing Documents or by any extension or renewal thereof;

(ii)waive presentment and demand for payment, notices of non-payment and of dishonor, protest of dishonor and notice of protest, except as expressly provided otherwise in this Agreement;

(iii)waive all notices in connection with the delivery and acceptance hereof and all othernoticesinconnectionwiththeperformance,defaultorenforcementofanypaymenthereunder except as required hereby or by the other Financing Documents;

(iv)waive all rights of abatement, diminution, postponement or deduction, and any defense (other than a defense of payment or performance), that any party to any Financing DocumentoranybeneficiarythereofmayhaveatanytimeagainstDOEoranyotherPerson,orout of any obligation at any time owing to DOE or FFB;

(v)agreethatitsliabilitieshereundershallbeunconditionalandwithoutregardtoany setoff, counterclaim or the liability of any other Person for the payment hereof;

(vi)agree that any consent, waiver or forbearance hereunder with respect to an event shall operate only for such event and not for any subsequent event;

(vii)consenttoanyandallextensionsoftimethatmaybegrantedbyDOEorFFBwith respect to any payment hereunder or other provisions hereof and to the release of any security at anytimegivenforanypaymenthereunder,oranypartthereof,withorwithoutsubstitution,andto the release of any Person or entity liable for any such payment;

(viii)waive all defenses and allegations based on or arising out of any contradiction or incompatibility among its obligations or liabilities hereunder and any of its other obligations;

(ix)waive,unlessanduntilitsobligationsorliabilitieshereunderhavebeenperformed, paid, satisfied or discharged in full, any right to enforce any remedy that DOE or FFB now has or may in the future have against any Borrower Entity or any other Person;

(x)waive any benefit of, or any right to participate in, any guarantee or insurance whatsoever now or in the future held by DOE or FFB;

(xi)waivethebenefitofanystatuteoflimitationsaffectingitsliability

hereunder;and

(xii)consenttotheadditionorreleaseofanyandallothermakers,endorsers,guarantors andotherobligorsforanypaymenthereunder,andtotheacceptanceorreleaseofanyandallother security for any payment hereunder, and agree that the addition or release of any such obligors or security shall not affect the liability of the parties hereto for any payment hereunder.

(c)The Borrower shall remain liable for its reimbursement and other payment obligations underthisAgreementandtheotherFinancingDocumentsuntilsuchobligationshavebeenirrevocablypaid or otherwise satisfied and discharged in full in accordance with this Agreement and the other Financing Documents,andnothingexceptirrevocablepayment,satisfactionordischargeinfullthereofinaccordance withthis Agreementandthe other FinancingDocuments shall releasethe Borrower fromsuchobligations.

(d)Except as expressly provided herein, the obligations and liabilities of the Borrower under this Agreement or the other Financing Documents shall not be conditioned or contingent upon the pursuit orexercisebyDOE,FFBoranyotherPersonatanytimeofanyrightorremedy(norshallsuchobligations and liabilities be affected, released or modified by any action, failure, delay or omission by DOE, FFB or any other Personin theenforcement orexerciseofanyrightorremedy underApplicable Law) againstany Person that may be or become liable in respect of all or any part of the obligations and liabilities of the Borrower under this Agreement or the other Financing Documents.

Section4.04Evidence of Payment. In the event of any payment by DOE that is required to be reimbursed or indemnified by the Borrower, the Borrower shall accept written evidence of billing and payment by DOE as evidence, absent manifest error, of the existence and amount thereof.

Section 26.Section4.05 PaymentofFinancingDocumentAmounts.

(a)Anything in this ArticleIV(ReimbursementandOtherPaymentObligationsArticle IV (Reimbursement and Other Payment Obligations) to the contrary notwithstanding, including Section 4.04(Evidence of Payment4.04 (Evidence of Payment):

(i)amounts payable by the Borrower pursuant to Section4.01(Reimbursement and Other Payment Obligations4.01 (Reimbursement and Other Payment Obligations) in respect of payments made or required to be made by DOE to FFB on account of Financing Document Amounts shall be payable by the Borrower only to the extent (including subject to any conditions provided forin the Financing Documents and any defenses of the BorrowerundertheFinancing Documents),atthetimes,inthemannerandintheamountsthat

(i) suchFinancingDocumentAmountswouldotherwisehavebeenpayablebytheBorrowerunderthe FinancingDocuments(including,fortheavoidanceofdoubt,onanacceleratedbasisfollowingthe occurrence of an Event of Default);

(ii)amounts payable by the Borrower under Section4.01(Reimbursementand OtherPaymentObligations4.01 (Reimbursement and Other Payment Obligations) shall be without duplication of any amounts payable by the Borrower pursuantto:(A)thisAgreement;(B)theFFBNote;(C)theFFBNotePurchaseAgreement;(D)the subrogationrightsreferredtoin Section4.02(Subrogation4.02(Subrogation);or(E)theprovisionsof Section11.07(Indemnification11.07 (Indemnification); and

(iii)no amount shall be payable by the Borrower under Section4.01(Reimbursement and Other Payment Obligations4.01 (Reimbursement and Other Payment Obligations) in respect of payments made or required to be made by DOE to FFBinrespectofanyliability,loss,costorexpenserelatingtoorarisingoutofanysale,assignment orothertransferoftheFFBNoteorportionthereofbyFFBtoDOE,exceptduringthecontinuance of an Event of Default.

(b)If an event permitting the acceleration of any Advance and/or the FFB Note shall at any time have occurred and be continuing, and such acceleration of any Advance and/or the FFB Note shall at such time be prevented by reason of the pendency against the Borrower or any other Person of a case or proceedingunderabankruptcyorinsolvencylaw,theBorroweracknowledgesandagreesthat,forpurposes of this Agreement and its obligations hereunder, in respect of any payment made by DOE to FFB, such Advance and/or the FFB Note shall be deemed to have been accelerated with the same effect as if such Advance and/or the FFB Note had been accelerated in accordance with the terms of the FFB Documents.

ARTICLEV

CONDITIONSPRECEDENT

Section5.01Conditions Precedent to the Execution Date. The obligation of DOE to execute this Agreement and deliver to FFB the Principal Instruments in accordance with Section 4.2 of the FFB Note Purchase Agreement required for FFB to purchase the FFB Note on the Execution Date, and the obligation of FFB to thereupon deliver an acceptance notice pursuant to Section 5.1 (Acceptance or Rejection of Principal Instruments) of the FFB Note Purchase Agreement shall be subject to the prior satisfaction (or waiver in writing) of each of the following conditions precedent as of the Execution Date (the"ExecutionDateConditionsPrecedent")asdeterminedby(x) inallcases,DOE;and(y) withrespect to any documents or instruments addressed to FFB or to which FFB is a party, FFB:

(a)Due Diligence Review. Completion by DOE of its due diligence review of the Borrower Entities, the Project and all other matters related thereto, including evidence that no material issues

exist with respect to the Project under the laws of the State of Montana or any subdivision or local jurisdiction thereof.

(b)KYCRequirements.ReceiptbyDOEof:

(i)evidence that the Borrower Entities have established proper operating and credit policies and procedures (including, "know your customer" and anti-money laundering policies) to ensure, inter alia, proper credit, risk and conflicts of interest management;

(ii)all documentation (including taxpayer identification documents) and other information in respect of: (A) any Borrower Entity; (B) any Person holding, directly or indirectly, ten percent (10%) or more of the Equity Interests of the Borrower (other than a Qualified Public CompanyShareholderoranypersonholdingEquityIntereststhroughaQualifiedInvestmentFund) or any other Major Project Participant (the "KYC Parties") to the extent required by any Secured

(ii) Partytoenableittobesatisfiedwiththeresultsofall"knowyourcustomer"andotherrequirements (including, the Anti-Money Laundering Laws); and

(iii)confirmationbyeachSecuredPartyofthecompletionofitsrespective"knowyour customer" diligence in respect of each KYC Party.

(c)ConsultantReports.ReceiptbyDOEofareportaddressedtoDOEfromeachof:

(i)theIndependentEngineer;

(ii)theMarket Consultant;

(iii)theEnvironmentalConsultant;

(iv)theFinancialAdvisor;

(v)theInsuranceConsultant;and

(vi)anyotherSecuredPartyAdvisorrequiredbyDOE.

(d)TransactionDocuments.Totheextentnotalreadydelivered,receiptbyDOEof:

(i)fully executed originals (in sufficient counterparts for each of DOE, FFB and the Collateral Agent),orcopiesthereofifpermittedbyDOE,ofeachapplicableFinancingDocument; and

(ii)fully executed copies of each Major Project Document and each other Project Document that is in effect at such time, together with a certificate of a Responsible Officer of the Borrower, certifying that:

(A)the copies submitted are true, correct and complete (including all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters);

(B)no term or condition thereof has been amended from that delivered pursuant to this clause (ii)(ii);

(C)eachsuchProjectDocumentisinfullforceandeffect;and

(D)allconditionsprecedenttotheeffectivenessofeachsuchProjectDocument (if any) have been satisfied (or waived in accordance with their terms).

(e)Borrower FFB Documents. Receipt by DOE of each of the documents, including the Borrower Instruments, the Certificate Specifying Authorized Borrower Officials and the Opinion of Borrower's Counsel re: Borrower Instruments that are required to be delivered by the Borrower to FFB pursuant to Section 3.2 (Borrower Instruments) of the FFB Note Purchase Agreement.

(f)Organizational Documents. Receipt by DOE of the Organizational Documents of each Borrower Entity (other than Affiliated Major Project Participants that are not Specified AMPPs), accompaniedin each case by an Officer's Certificate substantially in theform attached as ExhibitC(Form ofOfficer'sCertificate)heretoofsuchBorrowerEntity,certifiedbyaResponsibleOfficerthereof,attaching:

(i)True, correct and complete copies of good standing certificates, incumbency certificates,resolutionsandanyotherdocumentsasDOEshallreasonablyrequest,withrespectto, inter alia, approval of:

(A)eachsuchBorrowerEntity'sparticipationintheProject;

(B)thefinancingtherefor(includingtheGuaranteedLoanandthisAgreement) and the granting of Liens to secure the Secured Obligations; and

(C)the execution, delivery and performance by such Borrower Entity of the Transaction Documents to which it is party;

(ii)acurrentcorporatechart,includingtheBorrowerEntities,eachofitsSubsidiaries,

(ii) andtheSponsor’sdirectequityinvestors;

(iii)acapitalizationtableoftheBorrowersettingouttheDirectParent,CMR,Calumet Parent and each indirect beneficial owner of the Borrower of more than ten percent (10%) (other thananyholdersoftheequityinCalumetParent,anylimitedpartnersofWarburgPincus,anyother Qualified Public Company Shareholder or any person holding interests through a Qualified Investment Fund); and

(iv)an organizational chart demonstrating the management and governance structure of the Borrower Entities and identifying key persons of each Borrower Entity;

provided,however,thatwithrespectto anySponsor thatisapublicly-tradedcompany,DOEshallonly require information that is publicly available.

(g)ExecutionDateCertificates.ReceiptbyDOEof:

(i)a closing certificate from a Responsible Officer of each Borrower Entity, dated as of the Execution Date, substantially in the form of ExhibitD(Form of Closing Certificate) (the "Closing Certificate");

(ii)[reserved];and

(iii)a certificate from a Responsible Officer of the Borrower and each other Borrower Entity, dated as of the Execution Date, substantially in the form of ExhibitE(Form of Tax Certificate) (the"Tax Certificate") certifying that: (a)DOE’s execution and delivery ofthis Loan GuaranteeAgreementandissuanceoftheDOELoanGuarantee;and(b)anydeterminationbyDOE that

any Project Costs are Eligible Project Costs, in each case, (x) does not prejudice or otherwise haveanybindingeffectwithrespecttoanydeterminationbytheInternalRevenueService,the

U.S.Department of Treasury or a court of law as to the tax basis of the Project or any part thereof under the Code, (y) does not constitute a determination regarding, and is unrelated to whether the Borrower,suchotherBorrowerEntityortheProjecthascompliedorwillcomplywith,Federaltax lawand(z)willnotbeusedtodemonstrateorprovetheBorrowerorsuchotherBorrowerEntityor theProjectcompliedwiththerequirementstoclaimataxcreditorotheramountundertheCodein an administrative or judicial proceeding.

(h)EligibleProjectCosts.ReceiptandapprovalbyDOEofallinformationwithrespecttothe Eligible Project Costs incurred and paid bythe Borrower as of the Execution Datefor which the Borrower

expectstobereimbursed,includingsuchbreakdownsorotherinformationasDOEmayrequest,allcertified by a Responsible Officer of the Borrower as being true, correct and complete.

(i)BaseCaseFinancialModel.ReceiptbyDOEofeither:

(i)acertificationfromthechieffinancialofficerorsimilarofficeroftheBorrower

Borrowerthat:

(A)therearenomaterialchangestotheOriginalBaseCaseFinancialModel;

Model;and

(B)there are nomaterial changes to the assumptions therein, accompanied by a certificate from the Financial Advisor concurring with the Borrower’s assessment and assumptions set out in its certification; or

(ii)a certified updated Base Case Financial Model (the "Execution Date Base Case Financial Model") demonstrating consistency with the Debt Sizing Parameters for each consecutivetwelve(12)monthperiodendingoneachCalculationDatesetouttherein,accompanied by:

(A)a certificate from the chief financial officer or similar officer of the Borrower that includes a written explanation from the Borrower of all variances in the Original Base Case Financial Model; and

(B)aletterfromtheFinancialAdvisorconfirming:

(1)themathematicalaccuracyofthecomputationstherein;

(2)the consistency in all material respects with the Original Base Case Financial Model, the Construction Budget and the Project Milestone Schedule; and

(3)that such updated Base Case Financial Model demonstrates the required financial ratios as set forth above.

(j)Project Schedules. Receipt by DOE of an agreed schedule of construction and other milestones for the Project, including payment milestones, in accordance with the Construction Contracts and meeting the criteria set out in Schedule5.01(j)(Project Milestone Schedule) (collectively, as such milestones may be modified from time to time,as provided hereunder, the "Project Milestones" and such schedule as may be modified from time to time asprovidedhereunder,the"with DOE’s prior written consent pursuant to Section 9.07(a),the"ProjectMilestoneSchedule"),inscheduledchronologicalorder,thattheBorrowerwillneed to satisfy in order to achieve the Project Completion Date, together with the anticipated completion dates foreachoftheProjectMilestonesandtheanticipatedcostsandexpensesthattheBorrowerexpectstoincur in connection with, and upon the completion of, each of the Project Milestones.

(k)ConstructionBudget.ReceiptbyDOEofaconstructionbudgetforPhase2,intheformof Exhibit F(Form of Construction Budget) hereto, that:

(i)sets forth, on a monthly basis in a level of detail, all Project Costs necessary to design, develop,constructand start-upPhase 2through Project Completion (includingthe amount of any Project Costs paid up to and including the date of such construction budget); and

(ii)specifies on a line item and aggregate basis for all Project Costs for Phase 2, including (A) the portions of any Project Costs that constitute Eligible Project Costs; and (B) the amount of any Budgeted Contingency (the "Initial Construction Budget").

(l)O&M Budget. To the extent not included in the Base Case Financial Model, receipt by DOEoftheinitialO&MBudgettobeineffectfromtheExecutionDatethroughDecember 31oftheFiscal Year in which the Execution Date occurs and for each annual period (and any stub period) prior to Project Completion Date.

(m)Insurance;InsuranceConsultantReport.ReceiptbyDOEof:

(i)true, correct and complete copies of each policy of Required Insurance then required to be in effect in accordance with Section7.037.03(InsuranceInsurance) and Schedule7.03(Required Insurance), each in full force and effect and compliant with such other requirements regarding coverage,deductibles,exceptionsandpremiumsassetoutin Schedule7.03(RequiredInsurance);

(ii)aBroker'sLetterofUndertakingassetoutinAnnexA(FormofBroker’sLetterof Undertaking)toSchedule7.03(RequiredInsurance)(acceptabletoDOEinrespectoftheRequired Insurance); and

(iii)a report from the Insurance Consultant in respect of the Project and the Required Insurance, the adequacy of insurance coverage to be maintained and such other insurance-related matters as DOE may request.

(n)RealEstate.ReceiptbyDOEof:

(i)one or more draft title commitment from the Title Company to issue an ALTA extended coverage loan policy of title insurance with full-upfront mechanic’s lien coverage as provided in using the attached CLTA 122.2-06 or equivalent for the Leasehold Mortgage and, if applicable, the Subleasehold Mortgage;

(ii)evidence of title to or leasehold, subleasehold or easement interests in any Real Property or fixture interests (including easements) required for the operation of Phase 1 that will constitute part of the Collateral;

(iii)evidence that all easements, rights-of-way, zoning compliances, entitlements, and other land rights necessary for Phase 1 shall have been obtained, including, all easements, rights-of-wayrights- of-way,zoningcompliances,entitlements,andotherlandrightsrequiredtobeobtainedandarenot subject to any pending or threatened contest or dispute by any Governmental Agency or Major ProjectParticipantpursuanttotheTransactionDocumentstowhichsuchMajorProjectParticipant is a party or that are necessary for the performance of their obligations under such Transaction Documents;

(iv)delivery of the Project Ground Lease and a memorandum thereof in recordable formasapprovedbyTitleCompany,eachdulyexecutedbyCMRandtheBorrower,intoanescrow to be released on the First Advance Date under Tranche 1; and

(v)trueandcorrectcopiesofanyrelatedmaterialdocumentsrequestedbyDOE.

DOE.

(a)(p) Utilities. Receipt by DOE of evidence that the Borrower (i) has in place all power, water, wastewater,transportation,communicationsandotherutilitiesandinfrastructurenecessaryfor

construction andoperationoftheProjectandotherfacilitiesthat areadjacent orco-locatedoperatedbytheBorrower or any other Borrower Entity to the extent that those facilities are required for the construction and operation of the Project or are sharing resources withthe Project, in each case in accordance with the MSA, relevant Utility Contracts and Required Approvals; and (ii) has secured for each utility the capacity necessary to sustain operations for the Project and other facilities, as applicable.

(b)(q) IntellectualProperty.ReceiptbyDOEof:

(i)a true, correct and complete copy of each Project IP Agreement executed by the Borrower and the counterparty thereto, and confirmation that the licenses included therein remain in full force and effect; and

(ii)theBorrower’scertification, to DOE’sreasonable satisfaction based on itsown due

ownduediligence,that:

(A)theBorrowerexclusivelyownsallProjectIP,orhasrightstouseallProject IPpursuant to a Project IPAgreement, and confirmation that the licensesincluded in such Project IP Agreement remain in full force and effect;

(c)(r) Legal Opinions. Receipt by DOE and the other Secured Parties of executed copies of the followinglegalopinions(includingoriginalsthereof,asrequired)inrespectoftheBorrowerandeachMajor Project Participant, dated as of the Execution Date and addressed to the Secured Parties:

(i)thelegalopinionofLatham&WatkinsLLC,asNewYorkcounseltotheBorrower Entities (except for Warburg Pincus); and

(ii)thelegalopinionofHolland&HartLLPasMontanalocalcounseltotheBorrower Entities (except for Warburg Pincus).

(d)(s) FinancialStatements.ReceiptbyDOEoftheHistoricalFinancialStatements,ineachcase, from the Borrower and Direct Parent (whether consolidated or on an individual basis), and certified by a Responsible Officer thereof, as applicable, that such Historical Financial Statements fairly present, in all material respects, the financial condition of such Borrower Entities, as applicable, as at the dates indicated and the results of its operations and their cash flows for the relevant periods, in each case, in accordance withtheDesignatedStandardappliedonabasisconsistentwithprioryears,subject,inthecaseofunaudited Financial Statements, to changes resulting from the absence of notes and normal audit and year-end adjustments, as applicable.

(e)(t) RequiredApprovals.ReceiptbyDOEof:

(i)the Phase 1 Required Approvals Schedule, (A) setting out in Part A all Required Approvals required for the continued ownership and maintenance of Phase 1 (except those approvals that, by their nature, cannot be obtainedatthe current stage ofthe Project, providedthat thefailuretoobtain any such permit is not relatedtoany act orfailuretoact by or onbehalf ofthe Borrower) and (B) setting out in Part B a schedule of obtaining all Required Approvals not yet received as of the Execution Date identifying pending status, steps taken and expected date of procurement, together with a certificate of a Responsible Officer of the Borrower with respect thereto; and

(ii)fully executed copies of each Required Approval listed on Part A of the Required ApprovalsSchedule,togetherwithacertificateofaResponsibleOfficeroftheBorrower,certifying that:

(A)the copies submitted are true, correct and complete (including all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters);

(B)no term or condition thereof has been amended from that delivered pursuant to this clause 5.01(t)5.01(t)(ii);

(C)each such Required Approval has been validly issued, is in full force and effect and Non-Appealable; and

(D)allconditionsprecedenttotheeffectivenessofeachsuchRequiredApproval has been satisfied.

(f)(u) Accounts. Receipt by DOE of evidence that each Project Account shall have been established in accordance with the provisions of the Accounts Agreement and, if applicable, funded to the extent of any amounts required to have been deposited prior to the Execution Date in accordance with the Financing Documents.

(g)(v) Payment of the Fees. Receipt by DOE of the Facility Fee and the initial payment of the Maintenance Fee.

(h)(w) FeesandExpenses.ReceiptbyDOEof:

(i)payment in full or reimbursement of all fees required to be paid on or prior to the Execution Date and all Secured Party Expenses and other fees or expenses (if any) then due and payable in accordance with Section 4.01(Reimbursement and Other Payment Obligations4.01 (Reimbursement and Other Payment Obligations); and

(ii)(A)reimbursement of all fees and Secured Party Expenses of any Secured Party Advisors incurred in connection with the Project and invoiced prior to the Execution Date; or (B) confirmationthatsuchfeesandSecuredPartyExpenseshavebeenpaiddirectly, ineachcasefrom funds other than the proceeds of the Guaranteed Loan.

(i)(x) [Reserved].

(j)(y) AuthorizationtoBorrower’sAccountant.ReceiptbyDOEofevidencethat:

(i)the Borrower has appointed an independent certified public accounting firm acceptable to DOE (the "Independent Auditor");

(ii)theIndependentAuditorhascertifiedtheadequacyoftheBorrower’saccounting

(ii) andinformationsystems;and

(iii)the Borrower has irrevocably instructed the Independent Auditor to communicate directly with DOE regarding the Borrower’s accounts,operations and all other matters set forth in Section 7.11(Books, Records and Inspections7.11 (Books, Records and Inspections).

(k)(z) AppointmentofProcessAgent.ReceiptbyDOEofevidencethat:

(i)each Borrower Entity and each Major Project Participant that has executed Direct Agreements,ineachcasethatisnon-U.S.domiciled,shallhaveirrevocablyappointedanagentfor serviceof processasrequired pursuant to the relevantFinancing Documents to whichitisa party;

(ii)such agent has been duly appointed and holds such appointment without reservation until earlier of (A) six (6) months after the Maturity Date and (B) for Major Project Participants,six(6)monthsafterthescheduledtermofthe applicableMajorProject Document(or such earlier date as may be agreed by DOE); and

(iii)allfeesofsuchagenthavebeenpaidinfullthroughthetermoftheengagement.

engagement.

(l)(aa)Representations and Warranties. Each of the representations and warranties made (or deemed made) by any Borrower Entity or Major Project Participant in any Transaction Document are true and correct in all material respects (except to the extent any such representation and warranty itself is qualifiedby"materiality,""materialadverseeffect"orasimilarqualifier,inwhichcaseitistrueandcorrect in all respects) as of such date, except to the extent such representation or warranty is made only as of a specific date or time (in which event such representation or warranty is true and correct as of such date or time).

(bbaa)MaterialAdverseEffect.Noevent(includingachangeinlaw)shallhaveoccurredthathas or could reasonably be expected to have a Material Adverse Effect.

(ccbb)CertainEvents.(i)NoDefault,Event ofDefault,EventofForceMajeureor EventofLoss has occurred and is continuing or would reasonably be expected to occur as of the Execution Date and (ii) no default, event of default or condition that with notice or the passage of time would become a default or event of default exists and is continuing under the Permitted Indebtedness.

(ddcc) SAMRegistration.ReceiptbyDOEofevidenceoftheregistrationbytheBorrowerin

inSAM.

(eedd) LobbyingCertification.ReceiptbyDOEofeachBorrowerEntity’scompleted"Disclosure

FormtoReportLobbying"(StandardFormLLL).

(ffee)Environmental Review. DOE shall have completed its environmental review and related consultation under NEPA and shall have received:

(i)evidence that the Borrower has provided all environmental analyses and other informationneededforthesatisfactorycompletionoftheenvironmentalreviewpursuanttoNEPA; and

(ii)a bring down report and related reliance letter, acceptable in scope and content to DOEwithrespecttoanyoftheissues,conditions,orconcernsidentifiedintheJanuary 2023ERM Report,theHealth,Safety,andEnvironmentalAssessmentReportPart1–AssetIntegrity,Process Safety Management, Air Compliance, and Environmental Liability dated March 20, 2020, or the Health,Safety,andEnvironmentalAssessmentReportPart2–ManagementSystems,StormWater, Wastewater, DOT, Safety & Security, and Waste Management dated April 21, 2020.

(ggff)Davis-Bacon Act. Receipt by DOE of a certificate from the Borrower certifying that (A)the clauses set forth in Exhibit G(Davis-Bacon Act Contract Provisions) and the appropriate wage determination(s) of the Secretary of Labor have been included in each Davis-Bacon Act Covered Contract existing as of the Execution Date; and (B) the Borrower and each DBA Contract Party under each Davis-

Bacon Act Covered Contract existing on or prior to the Execution Date have taken all necessary steps to comply with and are in compliance (including retroactive compliance) with the Davis-Bacon Act Requirements.

(hhgg)Program Requirements. Receipt by DOE of evidence that all Program Requirements required to have been satisfied as of the Execution Date have been satisfied.

(ii) (hh)Action Memoranda. Receipt by DOE of one or more action memoranda executed by the Secretary of Energy approving and authorizing:

(i)the execution by DOE of the Financing Documents to which it is a party and the transactions contemplated thereby;

(ii)any provisions in the Transaction Documents that constitute material changes to the terms and conditions set forth in the Term Sheet; and

(iii)theapportionmentoftheCreditSubsidyCost.

(ii)(jj) CreditSubsidyCost.ReceiptbyDOEofevidencethat:

(i)OMBhasreviewedandapprovedDOE'scalculationoftheCreditSubsidyCost;

Cost;

(ii)OMB has approved the Apportionment and Reapportionment Schedule (Standard Form 132) with respect to the Credit Subsidy Cost; and

(iii)theapportionmentoftheCreditSubsidyCosthasoccurred.

(kkjj)Inter-Agency Consultations and Approvals. DOE shall have engaged in all required consultations,obtainedall requiredapprovals,andsatisfiedallapplicablelegalrequirementsinconnection with execution and performance by DOE of the Financing Documents.

(llkk)EmploymentProjections.ReceiptbyDOEofprojectionsfortemporaryandpermanentjobs createdormaintainedintheU.S.asaresultoftheProjectforeachFiscalYearoccurringduringthetermof the Guaranteed Loan.

(mmll) CommunityBenefitsPlan.ReceiptbyDOEofaCommunityBenefitsPlaninrespectofthe

Project.

(nnmm)Credit Rating. Receipt by DOE of a final credit rating for the Project at least equal to the initial credit rating for the Project in connection with the Application (or an equivalent rating) at least 30 days and not more than 90 days prior to the Execution Date from a nationally recognized statistical rating organization.

(oonn) [Reserved].

(ppoo)NoChanges.Therehavebeennomaterialchangestothetermsandconditionscontainedin the Term Sheet other than those changes agreed to by DOE, and the Financing Documents reflect those terms and conditions.

(qqpp)CompliancewithLaws.ReceiptbyDOEofevidencethateachBorrowerEntityshallhave complied with all Applicable Laws relating to the development, construction, completion, ownership, operation, and maintenance of the Project (including Environmental Laws, Davis-Bacon

Requirements, Patriot Act,the Cargo Preference Act of 1954, as amended, Foreign Asset Control Regulations, Sanctions, Anti-Money Laundering Laws and Anti-Corruption Laws and all state and local licensing requirements).

(qq) ReleaseofExistingLiens.ReceiptbyDOEofevidencethat

(i)all existing Indebtedness of the Borrower (other than Permitted Indebtedness) has been repaid in full, and

(ii)all Liens encumbering any Collateral (other than the Permitted Liens) have been released, and, as necessary or appropriate, such releases have been recorded with the relevant Governmental Authorities.

(ssrr) Additional Conditions Precedent. Additional conditions precedent, if any, to be included following review of the Base Case Financial Model and ongoing diligence.

Section5.02ConditionsPrecedenttoFFBPurchaseoftheFFBNote.TheobligationofFFB to deliver an acceptance notice pursuant to Section 5.1 (Acceptance or Rejection of Principal Instruments) oftheFFBNotePurchaseAgreementtopurchasetheFFBNoteissubjecttothepriorsatisfaction(orwaiver in writing) as determined by FFB of each of the following conditions precedent as of the Execution Date and as of each First Advance Date:

(a)Conditions Precedent in the FFB Documents. Each condition precedent under the FFB Documents to the purchase of the FFB Note by FFB shall have been satisfied in the sole determination of FFB.

(b)ReceiptofthePrincipalInstruments.FFBshallhavereceivedfromDOEeachofthe Principal Instruments.

(c)Representations and Warranties. Each of the representations and warranties made by the Borrower in or pursuant to the Financing Documents shall be true and correct in all respects on and as of such date as ifmade onandas ofsuchdate(or,tothe extent suchrepresentationsand warranties expressly relate to an earlier date, on and as of such earlier date).

Section5.03Conditions Precedent to the First Advance Date Under Tranche 1. The obligationofDOEtodeliveranAdvanceRequestApprovalNoticepursuanttoSection2.04(a)(ii)(Advance RequestApprovalNoticeSection 2.04(a)(ii)(Advance Request Approval Notice)directingFFBtomaketheFirstAdvanceunderTranche1inaccordancewiththe FFB Note Purchase Agreement and the FFB Note shall be subject to the prior satisfaction (or waiver in writing) of each of the following conditions precedent as of the date of the Advance Request and to their continuedsatisfactionontheFirstAdvanceDateforsuchAdvance,ineachcase,asdeterminedby(a) inall cases, DOE; and (b) with respect to any documents or instruments addressed to FFB or to which FFB is party, FFB:

(a)DueDiligence.DOE’s completionofasatisfactory bring-downofduediligenceof the Borrower Entities, the Project, and all other matters related thereto.

(b)Execution Date Conditions Precedent. The Execution Date shall have occurred, and each of the Execution Date Conditions Precedent shall continue to be satisfied as of the First Advance Date.

(c)[Reserved].

(d)FirstAdvanceLongstopDate.TheFirstAdvanceDateforsuchTrancheshalloccurnolater than the First Advance Longstop Date for such Tranche.

(e)Base Equity Funding Commitment; Adequate Project Funding. Receipt by DOE of

evidence that:

(i)the Sponsors have funded the total amount of the Base Equity Commitment required as of such date, including the funding in cash of one hundred fifty million Dollars ($150,000,000) in equity from the Sponsors; and

(ii)simultaneously with the funding of the First Advance under Tranche 1 there will be atleast one hundredmillion Dollars ($100,000,000)in cash on deposit inthe Base Cash Equity Reserve Account.

(f)FirstAdvanceDateCertificates.ReceiptbyDOEof:

(i)a Closing Certificate of each Borrower Entity (in the case of the Sponsors, in the form set out in the Sponsor Support Agreement), dated as of such First Advance Date; and

(ii)TaxCertificateoftheBorrower,datedasoftheFirstAdvanceDateoracertificate of a Responsible Officer of the Borrower, certifying that each statement in the Tax Certificate of the Borrower delivered in accordance with the Execution Date is true and correct in all material respects as if made on such First Advance Date.

(g)[Reserved].

(h)Construction Budget. Receipt by DOE of an updated Construction Budget for Phase 2 in formandsubstanceacceptabletoDOEincludinganycertificationsrequestedbyDOEfromtheIndependent Engineer or a certification from the Borrower and the Independent Engineer that:

(i)there have been no changes to the Construction Budget with respect to amounts reflected therein or the timing of the payments, since the last Advance (except for those changes previously approved in writing by DOE);

(ii)the Project has not incurred, and is not reasonably expected to incur, any Cost Overruns(exceptforCostOverrunspreviouslyidentified,agreedinwritingbyDOE,andreflected in the then-current Construction Budget);

(iii)the aggregate amounts to be expended for each category of Project Costs do not exceed the aggregate amounts budgeted for such costs in the then-approved Construction Budget (unless covered by subclause (iv)(iv));

(iv)CostOverrunsinanycategoryofProjectCostsaresufficientlycoveredbyavailable contingency in the Construction Budget; and

(v)the proceeds of such Advance shall be used solely for payment or reimbursement of Eligible Project Costs.

(i)Project Milestone Schedule;.Receipt by DOE of a certification from the Borrower and Independent Engineer that there have been no changes to the Project Milestone Schedule, except for those changes previously approved in writing by DOE.

(j)Consultant Reports. Receipt by DOE of a certificate from the following Secured Party Advisors, dated as of the date of the Advance Request, substantially in the form of ExhibitH(Form

of Secured Party Advisor Report Bring-Down Certificate) and addressing such other matters as DOE may request and, to the extent required, an updated copy of the report delivered as of the Execution Date:

(i)theIndependentEngineer;

(ii)theEnvironmentalConsultant;

(iii)theMarket Consultant;

(iv)theFinancialAdvisor;

(v)theInsuranceConsultant;and

(vi)anyotherSecuredPartyAdvisorrequiredbyDOE.

(k)BaseCaseFinancialModel.ReceiptbyDOEofeither:

(i)acertificationfromtheBorrowerthat:

(A)there are no material changes to the Original Base Case Financial Model, or updated Base Case Financial Model, as applicable;

(C)calculations demonstrating that both before and after giving effect to the Advance,(1)theDebttoEquityRatiodoesnotexceedtheMaximumDebttoEquityRatio and (2) the Borrower is in compliance with the Debt Sizing Parameters; or

(ii)a certified updated Base Case Financial Model demonstrating the Debt Sizing Parametersequaltoorbetterthanthethen-currentBaseCaseFinancialModelforeachconsecutive twelve (12) month period ending on each Calculation Date set out therein, accompanied by:

(A)a certificate from the chief financial officer or similar officer of the Borrower that includes a written explanation from the Borrower of all variances from the Base Case Financial Model then in effect; and

(B)aletterfromtheFinancialAdvisorconfirming:

(1)themathematicalaccuracyofthecomputationstherein;

(2)the consistency in all material respects of the Base Case Financial Model with the Construction Budget and the Project Milestone Schedule; and

(3)that such updated Base Case Financial Model demonstrates the required financial ratios as set forth above; and

(4)calculations demonstrating that both before and after giving effect to the Advance,(I)theDebttoEquityRatiodoesnotexceedtheMaximumDebttoEquityRatio and (II) the Borrower is in compliance with the Debt Sizing Parameters.

(l)IntellectualProperty.ReceiptbyDOEof:

(i)a complete and correct copy of each further or amended Project IP Agreement betweenBorroweroraBorrowerEntity(asapplicable)andconfirmationthatthelicensesincluded in allProject IPAgreements between Borroweror Borrower Entityremaininfullforce and effect; and

(ii)evidencethat:

(A)theBorrowerexclusivelyownsallProjectIP,orhasrightstouseallProject IPpursuanttoaProject IPAgreement (otherthananyProject IPAgreement contemplated

in Section5.03(n)(IntellectualProperty(l)Section 5.03(l)5.03(n) (Intellectual Property)), and confirmation that the licenses included in such Project IP Agreement remain in full force and effect;

(B)the Borrower and, to the extent applicable, each Borrower Entity has caused each licensor of rights to Project IP under a Project IP Agreement existing at such time to grant, or otherwise permit to grant to, Secured Parties a Secured Parties'’License and confirmation that such license remains in full force and effect;

(C)that each Borrower Entity has caused each licensor of Project IP to, grant totheSecuredParties,effective(i)duringthecontinuanceofanEventofDefault;(ii)upon anenforcementandtransferofownershipintheBorrower;or(iii)uponanybankruptcy or insolvency action by the Borrower or DOE, an irrevocable, non-exclusive, transferable, sub-licensable, fully paid-up and royalty–free right and license, for no additional consideration, to use and sublicense such Project IP included in the Collateral and such other rights as are necessary to practice, reproduce, distribute, modify, improve, disclose, compile, execute, make, display, perform and create derivative works of any and all software source code or to access and utilize the Project IP.

(m)Required Approvals. Receipt by DOE of an updated Phase 1 Required Approvals Scheduleand (ifrequestedby DOE and solelyto the extent not previously provided)fully executedcopies of all applicable Required Approvals set forth in the Phase 1 Required Approvals Schedule and all such other Required Approvals required to be obtained for the ownership, commencement and completion of construction,operationandmaintenanceofPhase1(otherthananyRequiredApprovalsthatbytheirnature arenolongerneededfortheconstruction,completion,ownership,operationormaintenanceoftheProject), together with a certificate of a Responsible Officer of the Borrower, certifying that:

(i)(A) thecopiessubmittedaretrue,correctandcomplete(includingallschedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters);

(ii)(B) notermorconditionthereofhasbeenamendedfromthatdeliveredpursuant to this Section 5.03(m)5.03(m)(Required Approvals);

(iii)(C) each such Required Approval has been validly issued, is in full force and effect and Non-Appealable; and

(iv)(D) allconditionsprecedenttotheeffectivenessofeachsuchRequiredApproval has been satisfied (or waived in accordance with its terms).

(n)Representations and Warranties. Each of the representations and warranties made (or deemed made) by any Borrower Entity or Major Project Participant in any Transaction Document are

true and correct in all material respects (except to the extent any such representation and warranty itself is qualifiedby"materiality,""materialadverseeffect"orasimilarqualifier,inwhichcaseitistrueandcorrect in all respects) as of such date, except to the extent such representation or warranty is made only as of a specific date or time (in which event such representation or warranty is true and correct as of such date or time).

(o)TransactionDocuments.Totheextentnotalreadydelivered,receiptbyDOEof:

(i)fully executed originals (in sufficient counterparts for each of DOE, FFB and the Collateral Agent), or copies thereof if permitted by DOE, of each Financing Document; and

(A)the copies submitted are true, correct and complete (including all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters);

(B)notermorconditionthereofhasbeenamendedfromthatdeliveredpursuant to this clause (ii)(ii);

(C)eachsuchProjectDocumentisinfullforceandeffect;and

(D)allconditionsprecedenttotheeffectivenessofeachsuchProjectDocument (if any) have been satisfied (or waived in accordance with their terms).

(p)Litigation.ReceiptbyDOEofanOfficer’sCertificateoftheBorrowerorBorrowerEntity, asapplicable,certifyingthatthereisnopendingor,totheBorrower'sorsuchBorrowerEntity'sKnowledge, as applicable, threatened (in writing) Adverse Proceeding, that relates to (i) the legality, validity or enforceabilityofanyoftheTransactionDocumentsortheabilityofanySecuredPartytoexerciseanyofits rights under any of the Financing Documents or the remedies in respect of the Collateral pursuant to the Security Documents; (ii) any transaction contemplated by any such Transaction Document; or (iii) the ProjectoranyBorrowerEntityexcept,solelyforthisclause (iii),anAdverseProceedingthatisimmaterial to the Project or such Borrower Entity.

(q)MaterialAdverseEffect.Noevent(includingachangeinlaw)shallhaveoccurredthathas or could reasonably be expected to have a Material Adverse Effect.

(r)Davis-Bacon Act. Receipt by DOE of a certificate from the Borrower certifying that

(A) (A) evidencethattheclausessetforthin ExhibitG(Davis-BaconActContractProvisions)andtheappropriate wage determination(s) of the Secretary of Labor have been included in each Davis-Bacon Act Covered ContractexistingasoftheAdvanceDate;(B)theBorrowerandeachDBAContractPartyundereachDavis-BaconDavis- BaconAct Covered Contract existing on or prior to such Advance Date have taken all necessary steps to comply with and are in compliance (including retroactive compliance) with the Davis-Bacon Act Requirements.

(s)SecurityInterests.ReceiptbyDOEofevidencethat:

(i)all Security Documents shall be in full force and effect and shall have been duly filed and registeredor recorded inanyjurisdictionandwith any Governmental Authority in which such

filing and registration or recording is necessary or advisable to make valid and effective the Liens intended to be created thereby and the rights of the Secured Parties thereunder;

(ii)such Liens constitute valid,enforceable, First PriorityLiens over the Collateral in favor of the Secured Parties, subject only to Permitted Liens;

(iii)all fees and duties in connection with such filing, registration or recording

have been paid in full;

(iv)the Collateral pledged under the Security Documents includes all of the assets listed on Schedule 5.03(s)(List of Assets); and

(v)allcounterpartiestoagreementsassignedtotheCollateralAgentundertheSecurity Documents have provided consents to such assignment together with a Direct Agreement to such agreements.

(t)RepaymentofExistingIndebtedness;ReleaseofExistingLiens.ReceiptbyDOE

of evidence that

(i)all existing Indebtedness of the Borrower (other than Permitted Indebtedness) has been repaid in full,

(iii)theMechanic’sLienhasbeenreleasedand,asnecessaryorappropriate,such

(iii) releasehasbeenrecordedwiththerelevantGovernmentalAuthorities.

(u)RealEstate.ReceiptbyDOEof:

(i)a plat prepared by American Surveying & Mapping, Inc., utilizing aerial photography and overlaying the boundaries of the Project Site and the locations of any plottable exceptions encumberingthe Project Site and listed onthe Leasehold Policy, commonly referred to asa“zipmap”(the“SiteMap”),inaformacceptabletoDOEandtheTitleCompanyforissuance of the Leasehold Policy;

(ii)(x)aproformaLeaseholdPolicy(the“Proforma”)fromtheTitleCompanytoissue an ALTA Mortgage Loan Policy including extended loan policy coverage in an amount not less than$1,671,818,098.47oranamountnotlessthan$1,667,051,098.47iftheBNSFConsenthasnot beendeliveredonorpriortotheFirstAdvanceDateunderTranche1andincludingmechanic’slien coverage via ALTA 32.2 and ALTA 33 Endorsements; insuring that the Leasehold Mortgage creates a legal, valid, binding and enforceable First Priority Lien on Borrower’s interest in the ProjectSite(excludingBorrower’sinterestintheBNSFPropertyiftheBNSFConsenthasnotbeen delivered on or prior to the First Advance Date under Tranche 1) subject only to Permitted Liens, including all endorsements and affirmative coverages required by DOE and which are reasonably obtainablefromtitleinsuranceunderwritersintheStateofMontana(the“LeaseholdPolicy”)and

(ii) (y) a fully executed closing protection letter by and among DOE, Title Company and Borrower irrevocablycommittingtheTitleCompanytoissuetheLeaseholdPolicyintheformoftheProforma and to record the Mortgage and the Memorandum of A&R Ground Leave (the “Closing Letter”);

(iii)evidencesatisfactorytoDOEof(a)titletoorleasehold,subleaseholdoreasements interestsinanyRealPropertyorfixtureinterests(includingeasements),or(b)anirrevocableoption to acquire leasehold or easement interests to the Project Site constituting part of the Collateral;

(iv)evidence that all easements, rights-of-way, zoning compliances, entitlements and other land rights necessary for the Project, or irrevocable options to acquire such land rights necessaryfortheProject,shallhavebeenobtained,including,alleasements, rights-of-way,zoning

compliances, entitlements, and other land rights required to be obtained and are not subject to any pending or threatened contest or dispute by any Governmental Authority or Major Project Participant pursuant to the Transaction Documents to which such Major Project Participant is a party or that are necessary for the performance of their obligations under such Transaction Documents;

(v)aMortgagedulyexecutedbytheBorrowerandinrecordableformasapprovedby Title Company and dated on or prior to the First Advance Date under Tranche 1, granting a First PriorityLienontheBorrower’sinterestintheProjectSite(excludingtheBorrower’sinterestinthe BNSF Property if the BNSF Consent has not been delivered on or prior to the First Advance Date under Tranche 1) (the “Leasehold Mortgage”); and

(vi)true, correct and complete copies of any related material documents requested by DOE or Title Company.

(v)CompliancewithLaws.ReceiptbyDOEofevidencethateachBorrowerEntityshallhave complied with all Applicable Laws relating to the development, construction, completion, ownership, operation, and maintenance of the Project (including Environmental Laws, Davis-Bacon Requirements, Patriot Act,the Cargo Preference Act of 1954, as amended, Foreign Asset Control Regulations, Sanctions, Anti-Money Laundering Laws and Anti-Corruption Laws and all state and local licensing requirements).

(a)IE’s Certificate. Receipt by DOE of certification from the Independent Engineer no more than ten (10) Business Days prior to the requested Advance date that the Tranche 1 disbursement reflects already expended, eligible costs for the Phase 1 project.

(w)Legal Opinions. Receipt by DOE and the other Secured Parties of executed copies of the followinglegalopinions(includingoriginalsthereof,asrequired)inrespectoftheBorrowerandeachMajor ProjectParticipant,datedasoftheFirstAdvanceDateunderTranche1andaddressedtotheSecuredParties:

(i)thelegalopinionofLatham&WatkinsLLC,asNewYorkcounseltotheBorrower Entities (except for Warburg Pincus);

(ii)thelegalopinionofClearyGottliebSteen&HamiltonLLP,ascounseltoWarburg

WarburgPincus;

(iii)the legal opinion of Browning, Kaleczyc, Berry & Hoven P.C., as Montana local counsel to the Borrower Entities (except for Warburg Pincus);

(iv)thelegalopinionofHolland&HartLLPasMontanalocalcounseltotheBorrower Entities (except for Warburg Pincus); and

(v)legal opinions of each Major Project Participant regarding the due authorization, execution and delivery and valid, binding and enforceable nature of the Major Project Documents to which each such Person is a party.

(x)FeesandExpenses.ReceiptbyDOEof:

(i)payment in full or reimbursement of all fees required to be paid on or prior to the date of such Advance and all Secured Party Expenses and other fees or expenses (if any) then due andpayableinaccordancewithSection4.01(Reimbursement and Other Payment Obligations4.01(Reimbursement and Other Payment Obligations);and

(ii)(A)reimbursement of all fees and Secured Party Expenses of any Secured Party AdvisorsincurredinconnectionwiththeProjectandinvoicedpriortothedateofsuchAdvance;or

(B) (B) confirmation that such fees and Secured Party Expenses have been paid directly, in each case from funds other than the proceeds of the Guaranteed Loan.

(y)Project Accounts. All Project Accounts (including all Reserve Accounts) shall have been funded in full to the then-applicable funding requirement as of the date of such Advance pursuant to the Accounts Agreement.

(aa) Mitigation Action PlanReceipt by DOE of an updatedstatus report regarding compliance with the Mitigation Action Plan.

(bb) Additional Conditions Precedent. Additional conditions precedent, if any, to be included following review of the Base Case Financial Model and ongoing diligence.

Section 5.04 ConditionsPrecedenttotheFirstAdvanceDate UnderTranche2.Theobligationof DOEtodeliveranAdvanceRequestApprovalNoticepursuanttoSection2.04(aSection 2.04(a)(ii)(Advance Request

)(ii)(Advance RequestApprovalNoticeApproval Notice) directing FFB to make the First Advance under Tranche 2 in accordance with the FFB NotePurchaseAgreementandtheFFBNoteshall besubject tothepriorsatisfaction(orwaiverinwriting) of each ofthefollowing conditions precedentas of thedate of the Advance Request andtotheir continued satisfaction on the First Advance Date for such Advance, in each case, as determined by (a) in all cases, DOE; and (b) with respect to any documents or instruments addressed to FFB or to which FFB is party, FFB:

(a)Due Diligence. DOE’s completion of a satisfactory bring-down of due diligence of the Borrower Entities, the Project, and all other matters related thereto.

(b)ConditionsPrecedentintheFFBDocuments.Eachoftheconditionsprecedent(otherthan delivery of the Advance Request Approval Notice by DOE) to such Advance under the FFB Note in accordance with the FFB Note Purchase Agreement and such FFB Note have been satisfied.

(c)FirstAdvanceLongstopDate.TheFirstAdvanceDateforsuchTrancheshalloccurnolater than the First Advance Longstop Date for such Tranche.

(d)Base Equity Funding Commitment; Adequate Project Funding. Receipt by DOE of

evidence that:

(i)theSponsorshavefundedthetotalamountofitsBaseEquityCommitment

required as of such date;and

(ii) (ii)fundsgeneratedandretainedbytheBorrower;and(2)theGuaranteedLoanplustheremaining Base Equity Commitment (including amounts projected to be paid from the Base Cash Equity ReserveAccountpursuanttothelatest Base Case FinancialModel) plus theremainingContingent EquityCommitmentplusanyamountsondepositintheBaseCashEquityReserveAccountin excess of $80 million andandtheConstruction Account, taken together, without double counting, will be sufficient to achieve Physical Completion by the Physical Completion Longstop Date and Project Completion bycompletionofScope0andScope1bytheapplicabletargetdatessetforthintheProjectCompletion Longstop Date;Milestone Schedule.

(e)FirstAdvanceDateCertificates.ReceiptbyDOEof:

(i)an Advance Request and Borrower Advance Date Certificate of each Borrower Entity, dated as of the relevant First Advance Date under Tranche 2; and

(ii)(A) a Tax Certificate of the Borrower, dated as of such First Advance Date or (B) a certificate of a Responsible Officer of the Borrower, certifying that the information of the Borrower in the Tax Certificate most recently provided to DOE under and in accordance with this Agreement is true and correct in all material respects as if delivered on such First Advance Date.

(f)[Reserved].

(g)Construction Budget. Receipt by DOE of an updated Construction Budget for Phase 2 in formandsubstanceacceptabletoDOEincludinganycertificationsrequestedbyDOEfromtheIndependent Engineer or a certification from the Borrower and the Independent Engineer that:

(iv)CostOverrunsinanycategoryofProjectCostsaresufficientlycoveredbyavailable contingency in the Construction Budget; and

(v)the proceeds of such Advance shall be used solely for payment or reimbursement of Eligible Project Costs.

(h)Project Milestone Schedule; Integrated Schedule and Spending Plan;(1).Receipt by DOE of a certification from the Borrower and Independent Engineer that there have been no changes to the Project Milestone Schedule, except for those changes previously approved in writing by DOEand(2)a PrimaveraP6Level3schedule(orsuchothercompatibleschedulewithasufficientlevelofdetailasagreed in writing by DOE in consultation with the Independent Engineer) and spending plan for the development and construction of the Project (the “Integrated Schedule and Spending Plan”)..

(i)BaseCaseFinancialModel.ReceiptbyDOEofeither:

(i)acertificationfromtheBorrowerthat:

(A)there are no material changes to the Original Base Case Financial Model, or updated Base Case Financial Model, as applicable;

(ii)a certified updated Base Case Financial Model demonstrating Debt Sizing Parametersequaltoorbetterthanthethen-currentBaseCaseFinancialModelforeachconsecutive twelve

(12) month period ending on each Calculation Date set out therein, accompanied by:

(A)a certificate from the chief financial officer or similar officer of the Borrower thatincludesawrittenexplanationfrom theBorrower of allsummarizingthematerialvariances from the Base Case Financial Model then in effect; and

(B)aletterfromtheFinancialAdvisorconfirming:

(1)themathematicalaccuracyofthecomputationstherein;

(2)the consistency in all material respects of the Base Case Financial Model with the Construction Budget and the Project Milestone Schedule;

(3)that such updated Base Case Financial Model demonstrates the required financial ratios as set forth above; and

(j)RequiredApprovals.ReceiptbyDOEofaRequiredApprovalsScheduleandfullyexecuted copiesofallapplicableRequiredApprovalssetforthintheRequiredApprovalsSchedule and(ifrequested byDOEandsolelytotheextentnotpreviouslyprovided)allsuchotherRequiredApprovalsrequiredtobe obtainedfortheownership,commencementandcompletion of construction, operationandmaintenanceof theProject(except(x)anyRequiredApprovalsthatbytheirnaturearenolongerneededfortheconstruction, completion,ownership,operationormaintenanceoftheProject,or(y)thoseapprovalsthat,bytheirnature, cannot be obtained at thecurrent stage of the Project,provided that thefailure toobtain any such permit is not related to any act or failure to act by or on behalf of the Borrower), together with a certificate of a Responsible Officer of the Borrower, certifying that:

(i)the copies submitted are true, correct and complete (including all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters);

(ii)notermorconditionthereofhasbeenamendedfromthatdeliveredpursuanttothis Section 5.04(k)5.04(k)(Required Approvals);

(iii)eachsuchRequiredApprovalhasbeenvalidlyissued,isinfullforceandeffectand Non-Appealable; and

(iv)all conditions precedent to the effectiveness of each such Required Approval has been satisfied (or waived in accordance with its terms).

(k)Representations and Warranties. Each of the representations and warranties made (or deemed made) by any Borrower Entity or Major Project Participant in any Transaction Document are true and correct in all material respects (except to the extent any such representation and warranty itself is

qualifiedby"materiality,""materialadverseeffect"orasimilarqualifier,inwhichcaseitistrueandcorrect in all respects) as of such date, except to the extent such representation or warranty is made only as of a specific date or time (in which event such representation or warranty is true and correct as of such date or time).

(l)TransactionDocuments.Totheextentnotalreadydelivered,receiptbyDOEof:

(i)fully executed originals (in sufficient counterparts for each of DOE, FFB and the Collateral Agent), or copies thereof if permitted by DOE, of each Financing Document; and

(A)the copies submitted are true, correct and complete (including all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters);

(B)notermorconditionthereofhasbeenamendedfromthatdeliveredpursuant to this clause (ii)(ii);

(C)eachsuchProjectDocumentisinfullforceandeffect;and

(D)allconditionsprecedenttotheeffectivenessofeachsuchProjectDocument (if any) have been satisfied.

(m)Litigation.ReceiptbyDOEofanOfficer’sCertificateoftheBorrowerorBorrowerEntity, asapplicable,certifyingthatthereisnopendingor,totheBorrower'sorsuchBorrowerEntity'sKnowledge, as applicable, threatened (in writing) Adverse Proceeding, that relates to (i) the legality, validity or enforceabilityofanyoftheTransactionDocumentsortheabilityofanySecuredPartytoexerciseanyofits rights under any of the Financing Documents or the remedies in respect of the Collateral pursuant to the Security Documents; (ii) any transaction contemplated by any such Transaction Document; or (iii) the ProjectoranyBorrowerEntityexcept,solelyforthisclause (iii),anAdverseProceedingthatisimmaterial to the Project or such Borrower Entity.

(n)NoMaterialAdverseEffect.Noevent(includinganylegal,arbitralorotherdisputereview proceedingoranychangeinlaw)hasoccurredandiscontinuing,orcouldreasonablybeexpectedtooccur, that shall have had, or could reasonably be expected to have, a Material Adverse Effect.

(o)Davis-BaconAct.

(i)Receipt by DOE of a Certificate fromthe Borrower certifying that (A) the clauses set forth in Exhibit G(Davis-Bacon Act Contract Provisions) and the appropriate wage determination(s) of the Secretary of Labor have been included in each Davis-Bacon Act Covered Contract existing as of the Advance Date; (B) the Borrower and each DBA Contract Party under each Davis-Bacon Act Covered Contract existing on or prior to such Advance Date have taken all

necessary steps to comply with and are in compliance (including retroactive compliance) with the Davis-Bacon Act Requirements.

(p)Security.AllSecurityDocumentscontinuetobeinfullforceandeffect,properlyperfected, filedandregisteredorrecordedinanyjurisdictionandwithanyGovernmentalAuthoritywhereperfection, filingandregistrationorrecordationisrequired,asapplicable,andallliensorpledgesinfavoroftheSecured Parties continue to be properly registered or recorded in favor of such Secured Parties.

(q)Title.

(i)(A) ReceiptbyDOEofanSE-28Endorsement(withoutanyexceptionsfromcoverage stated therein not approved by DOE) and an ALTA 33 Endorsement to the Leasehold Policy, insuringthecontinuedFirstPriorityLienoftheLeaseholdMortgageagainsttheBorrower’sinterest in the Project Site.

(ii)(B) ReceiptbyDOEofanamendedleasebetweenCMRandBNSFRailwayCompany giving CMR the right to access the BNSF Property on substantially similar terms (or better) as existing on the Execution Date with a termination date not less than six months following the Maturity Date.

(iii)(C) IftheBNSFConsenthasnotbeenpreviouslydeliveredtoDOE,receiptbyDOE

of:

(A)(1) adulyexecutedBNSFConsent;

(B)(2) a Mortgage duly executed by the Borrower and in recordable form as approvedbyTitleCompany,grantingaFirstPriorityLienontheBorrower’sinterestinthe BNSF Property (the “Subleasehold Mortgage”);and

(C)(3) plat prepared by American Surveying & Mapping, Inc., utilizing aerial photographyandoverlayingtheboundariesoftheBNSFPropertyandthelocationsofany plottable exceptions encumberingthe BNSFPropertyandlisted onthe SubleaseholdPolicy, commonlyreferredtoasa“zipmap”(the“BNSFSiteMap”),inaformacceptabletoDOE and the Title Company for issuance of the Subleasehold Policy;and

(D)(4) anALTAMortgageLoanPolicyincludingextendedloanpolicycoverage

inanamountnotlessthan$4,767,000andincludingmechanic’sliencoverageviaALTA

32.2andALTA33Endorsements;insuringthattheSubleaseholdMortgagecreatesalegal, valid and enforceable First Priority Lien on Borrower’s interest in the BNSF Property subject only to Permitted Liens, including all endorsements and affirmative coverages requiredbyDOEandwhicharereasonablyobtainablefromtitleinsuranceunderwritersin the State of Montana (the “Subleasehold Policy”).

(r)LienWaivers.ReceiptbyDOEofevidencethat:

(i)any unpaid balances then due or unsettled claims with any contractor or supplier under any Construction Contract, or their subcontractors, have been paid in full (unless otherwise providedbytherelevantConstructionContract),exceptforbalancesorclaimsthattheBorroweris actively contesting in accordance with the Permitted Contest Conditions; and

(ii)each contractor or supplier under any Construction Contract, or their subcontractors, to be paid with the proceeds of such Advance and funds of the Borrower, has

conditionally (or if applicable, finally and unconditionally) waived on terms satisfactory to DOE andreleasedallLiens,statutoryorotherwise,thatitoranyofitssubcontractorsmayhaveoracquire on the Collateral or the Project with respect to work completed prior to its last submission for payment,suchLienwaiverstobeinformandsubstanceprescribedbyApplicableLawintheState of Montana.

(s)CompliancewithLaws.ReceiptbyDOEofevidencethateachBorrowerEntityshallhave complied with all Applicable Laws relating to the development, construction, completion,

ownership, operation, and maintenance of the Project (including Environmental Laws, Davis-Bacon Requirements, Patriot Act,the Cargo Preference Act of 1954, as amended, Foreign Asset Control Regulations, Sanctions, Anti-Money Laundering Laws and Anti-Corruption Laws and all state and local licensing requirements).

(a)IE’sCertificate.ReceiptbyDOEofcertificationsfromtheIndependentEngineernomore thanten(10)businessdayspriortotherequestedAdvancedate,(a)thatthefollowing funds availabletotheBorrowerare(or,inthecaseoftheBaseEquityCommitment,willbe)sufficienttoachieve ProjectCompletionbytheProjectCompletionLongstopDate:(i)theamountoftherequestedAdvance;(ii) the undisbursed amount of the Guaranteed Loan after giving effect to such Advance; (iii) the remaining Base Equity Commitment (including amounts projected to be paid from the Base Cash Equity Reserve Account pursuant to the latest Base Case Financial Model), (iv) the remaining Contingent Equity Commitment(intheamountsandatthetimesrequiredpursuanttotheSponsorSupportAgreement)andis sufficient to achieve completion of Scope 0; and(iv) any amounts on deposit in the Base Cash Equity Reserve Account in excess of $80 million and ConstructionAccount;(b) the Project is on schedule to achieve (i) Physical CompletioninaccordancewiththeProjectMilestoneSchedule;and(ii)ProjectCompletionofbytheProject Completion Longstop Date; and (c) as to such other matters as required herein or as DOE may reasonably request.

(b)Legal Opinions. Receipt by DOE and the other Secured Parties of executed copies of the followinglegalopinions(includingoriginalsthereof,asrequired)inrespectoftheBorrowerandeachMajor Project Participant, dated as of the Execution Date and addressed to the Secured Parties:

(i)legalopinionsinrespectofanyamendment,modification,terminationorentryinto anynewTransactionDocumentthathasbeenexecutedanddeliveredafterthepreviousdeliveryof

(i) an applicable legal opinion, in each case, dated as of the Requested Advance Date, addressed toeach Secured Party and from legal counsel satisfactory to DOE;

(ii)to the extent that, since the date of the previous delivery of an applicable legal opinion furnished hereunder, there has been a material change in circumstances on any matter covered by such legal opinion, supplemental legal opinions with respect to the possible legal consequences of suchchanged circumstances, dated asof theRequested AdvanceDate,addressed to each Secured Party, and from legal counsel satisfactory to DOE; and

(iii)alegalopinioninrespectoftheBorrowerinformandsubstanceacceptabletoDOE

(A)(A) that the Borrower has received the Governmental Approvals required for the construction, operation, maintenance, and ownership of the Project, except those Governmental Approvals that, bytheirnature,cannotbeobtainedatthecurrentstageofdevelopmentoftheProjectasofthedate of such legal opinion (and provided that the failure to obtain any such Governmental Approval as of such date is not related to any act or failure to act by or on behalf of the Borrower), and (B) identifyingallGovernmentalApprovalsrequiredtobeobtainedafterthedateofsuchlegalopinion, and, in the case of each of (A) and (B), other than Governmental

Approvals of a routine and immaterial nature that can be obtained in the Ordinary Course of Business.

(t)FeesandExpenses.ReceiptbyDOEof:

(ii)(A)reimbursement of all fees and Secured Party Expenses of any Secured Party AdvisorsincurredinconnectionwiththeProjectandinvoicedpriortothedateofsuchAdvance;or

(B)(B)confirmation that such fees and Secured Party Expenses have been paid directly, in each case from funds other than the proceeds of the Guaranteed Loan.

(u)[Reserved].

(v)ProjectAccounts.(i)AllProjectAccounts(includingallReserveAccounts)shallhavebeen funded in full to the then-applicable funding requirement as of the date of such Advance pursuant to the Accounts Agreement; and (ii) the Borrower has had at least $8020.0million in cash on deposit in the Base Cash Equity Reserve Account at the close of any business dayBusiness Dayduring the previous ninety (90)calendar days.

(w)CertainEvents.NoDefault,EventofDefault,EventofForceMajeureorEventofLosshas occurred and is continuing or would result from the Advance.

(c)O&MBudget.ReceiptbyDOEofanupdatedO&MBudgetoracertificatefromthe Borrower that the previously provided O&M Budget is accurate in all material respects.

(aa) P6 Integrated Project Schedule. Receipt by DOE of an updated Level 3 Integrated Project Schedule, in Primavera P6 format and at a detailed level acceptable to DOE, with tasks required to meet the Project Milestones.

(bb) Phase 2 Deliverables.

(i)ReceiptbyDOEofsignedcontract(s)withthegeneralcontractorunderthe EPCapplicable ConstructionContract for the execution of Phase 2the Applicable Scope.

(ii)ReceiptbyDOEofasignedcontract(s)withtheProject’sTechnologyLicensor(s) and Key Equipment Supplier(s) for the execution of the Phase2Applicable Scope, including details on associated performance guarantees and liquidated damages.

(iii)Receipt by DOE of a completed FEED package for Phase2the Applicable Scope, containing the Phase 2 heat and material balances, process flow diagrams, piping and instrumentation diagrams and plot plans.

(iv)Receiptby DOEofa projectexecutionplanincludingan overvieworsummaryof the pre-commissioning, commissioning, startup, and testing approach for Phase 2the Applicable Scope.

(v)Receipt by DOE of a Project quality assurance or quality control plan for the constructionofPhase 2theApplicableScope(whichcouldbeprovidedaspartofaprojectexecutionplan).

(vi)Receipt by DOE of a Project site environmental, health and safety plan for the constructionofPhase 2theApplicableScope(whichcouldbeprovidedaspartofaprojectexecutionplan).

(vii)Receipt by DOE of an updated organization chart for Phase 2theconstruction execution and operations of the Applicable Scope (which could be provided as part of a project execution plan).

(viii)Receipt by DOE of a transportation plan for the construction of Phase 2, whichwilldescribethetransportationandstorageofkeyequipmenttoandattheProjectsite,includingthe reactor currently stored in Corpus Christi, Texas.[Reserved].

(ix)Receipt by DOE of a logistics plan for the construction of Phase 2the Applicable Scope, whichwilldescribethemanagementofkeycontractorpersonnelworkandcongestionattheProject site.

(x)ReceiptbyDOEofevidenceofpurchaseorderstobeissueduponpriortothedate of such Advance for key long lead equipment.

(xi)ReceiptbyDOEoffinalizedplansforthepre-treaterwastewatertreatment unit, including confirmation that the City of Great Falls is willing to proceed with the proposed modifications to its wastewater treatment plant should this option be selected for wastewater treatment.[Reserved].

(xii)Receipt byDOEof evidencethat theMontanaair qualitypermitisupdatedandin place for the start of Phase 2theconstructionof the Applicable Scope.

(xiii)Receipt by DOE of evidence that all permits for the start of Phase 2 construction for the ApplicableScopeareinplace(excludingtheMontanaairqualitypermitdescribedabove),oraplan and schedule for the required permits to be obtained.

(xiv)Receipt by DOE of evidence that the Borrower has issued in full all notices to commence construction under all Construction Contractsthe construction contracts for the Applicable Scope.

(xv)AllmaterialPDPsforPhase2theApplicableScopefromeachlicensorforworkwithinthe scope of the EPC ContractConstruction Contractsshall have been formally accepted by the EPC ContractorBorrower. All such licensors must be specified in the EPC ContractConstruction Contracts.

(xvi)TheBorrower’splanforthedevelopment,design,engineering,constructionand

(xvi) operationofPhase2,assetoutintheBaseCaseFinancialModel,hasbeenapprovedbythe board of directors of DOE.

(xvii)The Borrower shall have (a) engaged a qualified project management team that is capable of managing the interface among the EPC Contract for Phase2Construction Contracts for the Applicable ScopesatisfactorytoDOEandtheIndependentEngineer,and(b)providedadetailedProjectmanagement planfortheApplicableScope(the“ProjectManagementPlan”),informandsubstance

(xvii) satisfactorytoDOEandtheIndependentEngineer,whichaddresseshowtheBorrowerwillmanage all of the construction, commissioning and startup work required by the Project, including work completed by the EPCapplicable ConstructionContractor and work outside the boundary

lines of the ProjectthatisrequiredfortheProject’scommercialoperations.TheProjectManagementPlanshall includetheSatisfactoryOwnerProjectSchedule andtheSatisfactoryContractorProject Scheduleand shall address construction management; change order management; cost management; procurement management; Project scope management; schedule management; quality management; risk management; and organizational management (including qualifications of key personnel).

(xviii)TheBorrowershallhaveprovidedtoDOEandtheIndependentEngineerthefully interactive Level 3 project schedule of the EPCapplicable ConstructionContractor (incorporating milestones of both the EPCapplicable ConstructionContractor and the Borrower, including payment milestones)inaccordancewiththeEPCapplicableConstructionContract(the“SatisfactoryContractor ProjectSchedule”),andsuchscheduleisacceptabletoDOEandtheIndependentEngineerintheir sole discretion.

(xix)TheBorrowershallhaveprovidedtoDOEandtheIndependentEngineerthefully interactiveLevel3projectscheduleoftheBorrowersettingforththeBorrower’sexpectedschedule and milestones for construction of the Project through the Commercial Operations Date (the “Satisfactory Owner Project Schedule”), which schedule shall be acceptable to DOE and the Independent Engineer in their sole discretion.

(cc) Phase2Equity.ReceiptbyDOEof[Reserved].

(i) evidence that the Borrower had at least $80 million in cash on deposit in the Base Cash Equity Reserve Account at the close of the last business day of the prior quarter; and

(ii) hasacontingentcommitment,informandsubstanceacceptabletoDOE,from(A) the Sponsors or (B) one or more providers whose creditworthiness is acceptable to DOE (the “Phase 2 Equity Instrument”) to contribute additional amounts into the Base Cash EquityReserve Account as and when necessary, in order to ensure that the amounts on deposit therein or credited at any time are not less than $80 million (which commitment shall be capped at the difference between:

(1) the then-forecasted amount of equity to be contributed to reach the Commercial Operations Date for Phase 2 of the Project (calculated, in a mannerapprovedbyDOE,asthethen-forecastedremainingcapex(excluding

contingency) necessary to reach the Commercial Operations Date less the then- forecasted amount the Borrower will receive through Advances under the Guaranteed Loan forecasted to be used for capex (for the avoidance of doubt, excluding that portion of such Advances forecasted to be used to fund reserves or contingency)) and

(2) the amount of cash on hand at that time in the Base Cash Equity Reserve Account, such amount, the “Phase 2 Equity Cap”);

provided, that on a future date following the delivery of the Phase 2 Equity Instrument,uponthedeliverybytheBorrowertoDOEofacertificate(whichshall be delivered within 30 days following a Calculation Date) demonstrating, to the satisfactionofDOE,thatthePhase2EquityCap,ifitwerecalculatedonsuchfuture date, would be less than the Phase 2 Equity Cap under the as-delivered Phase 2 Equity Instrument,thePhase 2 Equity Capshall be reduced byan amount equalto 10%ofthedifferencebetweenthePhase2EquityCapundertheas-deliveredPhase 2 Equity Instrument and the calculation of the Phase 2 Equity Cap on such future date.1

(dd) CostEstimate.TheBaseCaseFinancialModel,withrespecttoScope0,achievesacostestimate class of “Class 3” based on an all-in total project weighted basis.

estimateclassof“Class3”.

(ee)Additional Items. Receipt by DOE of such other documents, certifications or consents relating to the projectProject, any Borrower Entity, any Major Project Participant or the matters contemplated by the Transaction Documents as it may reasonably request.

(ff)Additional Conditions Precedent. Additional conditions precedent, if any, to be included following review of the Base Case Financial Model and ongoing diligence.

(gg)Aggregate Advances. Receipt of evidence by DOE that the aggregate principal amount of all Advances, after giving effect to the Advances to be made on such Requested Advance Date, do not exceed the Maximum Guaranteed Loan Amount or the Maximum Tranche Amount for the Tranche under which such Advance is being made.

(hh)Use of Proceeds. Receipt by DOE of (i) evidence that the proceeds of the requestedAdvance will be applied in accordance with Section2.04(e) (Disbursement of Proceeds2.04(e) (Disbursement of Proceeds); and (ii) invoices or other documentation evidencing the incurrence of such Eligible Project Costs.

(ii)(ii) Judgment Liens. No judgment Lien exists against any of the Borrower’s property for Indebtedness owed to the United States of America or any delinquent federal, state or local Indebtedness,

1Fortheavoidanceofdoubt,belowisanillustrativeexample. If:

(1) $1billionintotalcapex(withoutcontingency)toreachCOD;

(2) DOEAdvancesare$550million(calculatedforthisexampleas55%oftotalcapexcosts,notincludingDSRA funding or contingency);

(3) totalforecastedequityrequiredtoreachCODis$450million;

(4) cashonhandis$100million.

ThenthePhase2EquityCapwouldequal$350million.

If on afuturedatethecalculation ofthePhase2 Equity Capwould beequalto$150 million,then thePhase2 Equity Capwouldbedecreasedbytheproductof$200million(thedifferencebetween thePhase2EquityCap asoriginally calculated and the calculation of the Phase 2 Equity Cap on such future date) and 10%.

includingtaxliabilities,exceptforbalancesorclaimsinthenormalcourseof businessthattheBorroweris actively contesting in accordance with the Permitted Contest Conditions.

(jj)Program Requirements. Receipt by DOE of evidence that the Borrower is in compliance with or shall have satisfied, as applicable, all requirements and approvals pursuant to the Program Requirements.

(kk) PaymentofFees.ReceiptbyDOEof:

(i)payment in full of all fees required under the Financing Documents to be paid on or prior to the Requested Advance Date, and all Secured Party Expenses and reimbursement of all feesandSecuredPartyExpensesofanySecuredPartyAdvisors,incurredandinvoicedpriortothe Requested Advance Date; or

(ii)confirmationthatallsuchfeesandSecuredPartyExpenseshavebeenpaiddirectly to the relevant Secured Party Advisors.

(ll)EnvironmentalCompliance.ReceiptbyDOEofawrittencertificationbytheBorrowerthat theBorrowerisandhasbeen,inallmaterialrespects,incompliancewithallapplicableEnvironmentalLaws andallRequiredApprovalsthereunder,andhasandmaintainsinfullforceandeffectallRequiredApprovals applicable to the construction and operation of the Project as of the date of such Advance under any applicable Environmental Law.

(mm)No Violation. The making of the requested Advance shall not result in a violation of any Applicable Law, Transaction Document, Governmental Approval, or any other agreement or consent to whichanyBorrowerEntityisaparty,oranyjudgmentorapprovaltowhichanyBorrowerEntityissubject.

(nn)Offtake.ReceiptbyDOEofPhase2offtakeagreementscoveringatleast50%ofthePhase 2 production capacity as described by the Base Case Financial Model reasonably acceptable to DOE and, inthecaseofanysuchofftakeagreementthatisaMajorProjectDocument,suchagreementshallbeinform and substance either (a) substantially similar (or better) to the existing offtake agreements of the Borrower that are Major Project Documents or (b) otherwise reasonably acceptable to DOE.

(oo)DebttoEquityRatio.BothbeforeandaftergivingeffecttotheAdvance,theratioof(a)the aggregateprincipalamountofAdvancesoutstandingundertheGuaranteedLoan(includingallinterestthat has been capitalized orandthat shall be capitalized pursuantto the FFBNote) to (b)the aggregate amount of Base Equity Contributions made as of such date and Base Equity Contributions expected to be made in accordance with the Base Case Financial Model (the “"Debt to Equity Ratio”") shall not exceed 55:45 (the "“Maximum Debt to Equity Ratio"”).

Section5.05ConditionsPrecedenttoEachSubsequentAdvanceDateUnderTranche2.The obligationofDOEtodeliveranAdvanceRequestApprovalNoticepursuanttoSection2.04(a)(ii)(Advance Request Approval Notice) directing FFB to make the an Advance under Tranche 2 in accordance with the FFB Note Purchase Agreement and the FFB Note shall be subject to the prior satisfaction (or waiver in writing) of each of the following conditions precedent as of the date of the Advance Request and to their continuedsatisfactionontheFirstAdvanceDateforsuchAdvance,ineachcase,asdeterminedby(a)inall cases, DOE; and (b)with respect to any documents or instruments addressed to FFB or to which FFB is party, FFB:

(a) AdvanceRequest.ReceiptbyDOEfromtheBorrowerofanAdvanceRequestand a Borrower Advance Date Certificate pursuant to Section 2.03(a)(Advance Requests).

(b) Conditions Precedent in the FFB Documents. Each of the conditions precedent (other than delivery of the Advance Request Approval Notice by DOE) to such Advance under the FFB Note in accordance with the FFB Note Purchase Agreement and such FFB Note have been satisfied.

(c) Representations and Warranties. Each of the representations and warranties made by any Borrower Entity in or pursuant to any Financing Document shall be true and correct in all material respects (except (i) such representations and warranties that by their terms are qualified by materiality or MaterialAdverseEffect,and(ii)inthecaseoftheBorrower,therepresentationsandwarrantiessetforthin Sections6.23(Anti-CorruptionLaws),6.24(EnvironmentalLaws),6.26(Davis-BaconAct),6.28(Sanctions and Anti-Money Laundering), 6.29(Cargo Preference Act), 6.30(Lobbying Restriction), 6.31(Federal Funding), 6.32(No Federal Debt Delinquency), 6.33(No Tax-Exempt Indebtedness), 6.35(Use of Proceeds),6.36(NoImmunity),and6.37(NoFraudulentIntent),whichrepresentationsandwarrantiesshall, ineachcase,betrueandcorrectinallrespects)onandasofsuchdateasifmadeonandasofsuchdate(or, totheextentsuchrepresentationsandwarrantiesexpresslyrelatetoanearlierdate,onandasofsuchearlier date), before and after giving effect to the extensions of credit requested to be made on such date.

(d) DebtSizingParameters.ReceiptbyDOEofevidencethattheBorrowershallbein compliance with the Debt Sizing Parameters after giving effect to the Advances to be made on such Requested Advance Date.

(e) DueDiligence.DOE’scompletionofasatisfactorybring-downofduediligenceof the Borrower Entities, the Project, and all other matters related thereto.

(f) BaseEquityFundingCommitment;AdequateProjectFunding.ReceiptbyDOEof

evidencethat:

(i) theSponsorshavefundedthetotalamountofitsBaseEquityCommitment required as of such date; and

(ii) (a) the total amount of the Base Equity Commitment required to be contributedasofsuchdatehasbeencontributedtotheBorrowerandappliedtowardsProjectCosts,andany portion thereof not yet applied to Project Costs shall have been funded in cash into the Base Cash Equity Reserve Account; (b) the total amount of the Contingent Equity Commitment required to be funded as of suchdatehasbeenfundedincashintotheBaseCashEquityReserveAccount;and(c)eachoftheBorrower and the Independent Engineer have provideda certification andsupportinginformationthat (1)the Project has not incurred Cost Overruns in excess of the Budgeted Contingency, or to the extent any such Cost Overrunshavebeenincurred,suchCostsOverrunshavebeenpaidinfullbytheSponsorsfromproceedsof additionalequitycontributions;and(2)the GuaranteedLoan plustheremaining Base Equity Commitment (includingamounts projected tobe paidfromthe BaseCash Equity Reserve Account pursuanttothelatest Base Case Financial Model) plus the remaining Contingent Equity Commitment plus any amounts on depositintheBaseCashEquityReserveAccountinexcessof$80millionandConstructionAccount,taken together, without double counting, will be sufficient to achieve Physical Completion by the Physical Completion Longstop Date and Project Completion by the Project Completion Longstop Date.

(g) AdvanceDateCertificates.ReceiptbyDOEof:

(i) anAdvanceRequestandBorrowerAdvanceDateCertificateofeach Borrower Entity, dated as of the relevant Advance Date under Tranche 2; and

(ii) (A)aTaxCertificateoftheBorrower,datedasofsuchAdvanceDateor

(B) a certificate of a Responsible Officer of the Borrower, certifying that the information of the Borrower in the Tax Certificate most recently provided to DOE under and in accordance with this Agreement is true and correct in all material respects as if delivered on such Advance Date.

(h) Section5.05[Reserved].

(i) ConstructionBudget.ReceiptbyDOEofanupdatedConstructionBudgetforPhase 2 in form and substance acceptable to DOE including any certifications requested by DOE from the Independent Engineer or a certification from the Borrower and the Independent Engineer that:

(i) there have been no changes to the Construction Budget with respect to amounts reflected therein or the timing of the payments, since the last Advance (except for those changes previously approved in writing by DOE);

(ii) the Project has not incurred, and is not reasonably expected to incur, any Cost Overruns(except forCost Overrunspreviouslyidentified,agreedinwritingby DOE, and reflectedin the then-current Construction Budget);

(iii) the aggregate amounts to be expended for each category of Project Costs do not exceed the aggregate amounts budgeted for such costs in the then-approved Construction Budget (unless covered by subclause (iv));

(iv) Cost Overruns inanycategory of Project Costsaresufficientlycoveredby available contingency in the Construction Budget; and

(v) the proceeds of such Advance shall be used solely for payment or reimbursement of Eligible Project Costs.

(j) Project Milestone Schedule; Integrated Schedule and Spending Plan.Receipt by DOEofacertificationfromtheBorrowerandIndependentEngineerthattherehavebeennochangestothe ProjectMilestoneScheduleorIntegratedScheduleandSpendingPlan,exceptforthosechangespreviously approved in writing by DOE.

(k) BaseCaseFinancialModel.ReceiptbyDOEofeither:

(i) acertificationfromtheBorrowerthat:

(A) there are no material changes to the Original Base Case Financial Model, or updated Base Case Financial Model, as applicable;

(B) there are no material changes to the assumptions therein, accompanied by a certificate from the chief financial officer of the Borrower concurring with the Borrower’s assessment and assumptions set out in its certification; and

(C) calculations demonstrating that both before and after giving effect totheAdvance,(1)theDebttoEquityRatiodoesnotexceedtheMaximumDebttoEquity Ratio and (2) the Borrower is in compliance with the Debt Sizing Parameters; or

(ii) a certified updated Base Case Financial Model demonstrating Debt Sizing Parametersequaltoorbetterthanthethen-currentBaseCaseFinancialModelforeachconsecutivetwelve

(12)monthperiodendingoneachCalculationDatesetouttherein,accompaniedby:

(A) acertificatefromthechieffinancialofficerorsimilarofficerofthe Borrower that includes a written explanation from the Borrower of all variances from the Base Case Financial Model then in effect; and

(B) areportfromthechieffinancialofficeroftheBorrowerconfirming:

(1) themathematicalaccuracyofthecomputationstherein;

(2) the consistency in all material respects of the Base CaseFinancialModelwiththeConstructionBudgetandtheProjectMilestoneSchedule;

(3) thatsuchupdatedBaseCaseFinancialModeldemonstrates the required financial ratios as set forth above; and

(4) calculationsdemonstratingthatbothbeforeandaftergiving effect to the Advance, (I) the Debt to Equity Ratio does not exceed the Maximum Debt to Equity Ratio and (II) the Borrower is in compliance with the Debt Sizing Parameters.

(l) RequiredApprovals.ReceiptbyDOEofanupdatedRequiredApprovalsSchedule and (if requested by DOE and solely to the extent not previously provided) fully executed copies of all applicable Required Approvals set forth in the Required Approvals Schedule and all such other Required Approvals required to be obtained for the ownership, commencement and completion of construction, operation and maintenance of the Project (except (x) any Required Approvals that by their nature are no longer needed for the construction, completion, ownership, operation or maintenance of the Project, or (y) thoseapprovalsthat,bytheirnature,cannotbeobtainedatthecurrentstageoftheProject,providedthatthe failure to obtain any such permit is not related to any act or failure to act by or on behalf of the Borrower) andnotyetpreviouslyprovidedtoDOE,togetherwithacertificateofaResponsibleOfficeroftheBorrower, certifying that:

(A) the copies submitted are true, correct and complete (including all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters);

(B) notermorconditionthereofhasbeenamendedfromthatdelivered pursuant to this Section 5.05(l)(Required Approvals);

(D) allconditionsprecedenttotheeffectivenessofeachsuchRequired Approval has been satisfied (or waived in accordance with its terms).

(m) Representations and Warranties. Each of the representations and warranties made (or deemed made) by any Borrower Entity or Major Project Participant in any Transaction Document are true and correct in all material respects (except to the extent any such representation and warranty itself is qualifiedby"materiality,""materialadverseeffect"orasimilarqualifier,inwhichcaseitistrueandcorrect in all respects) as of such date, except to the extent such representation or warranty is made only as of a specific date or time (in which event such representation or warranty is true and correct as of such date or time).

(n) TransactionDocuments.ReceiptbyDOEof:

(i) fully executed originals (in sufficient counterparts for each of DOE, FFB and the Collateral Agent), or copies thereof if permitted by DOE, of each Financing Document; and

(ii) fully executed copies of each Major Project Document and each other Project Document that is in effect at such time, together with a certificate of a Responsible Officer of the Borrower, certifying that

(A) the copies submitted are true, correct and complete (including all schedules, exhibits, attachments, supplements and amendments thereto and any related protocols or side letters);

(B) notermorconditionthereofhasbeenamendedfromthatdelivered pursuant to this clause (ii);

(D) all conditions precedent to the effectiveness of each such Project Document (if any) have been satisfied; and

(E) nodefaultoreventthatwiththepassageoftime,thegivingof notice or both would constitute a defaultshallhaveoccurred andiscontinuingthereunder.

(o) Litigation.ReceiptbyDOEofanOfficer’sCertificateoftheBorrowerorBorrower Entity, as applicable, certifying that there is no pending or, to the Borrower's or such Borrower Entity's Knowledge,asapplicable,threatened(inwriting)AdverseProceeding,thatrelatesto(i)thelegality,validity orenforceabilityofanyoftheTransactionDocumentsortheabilityofanySecuredPartytoexerciseanyof itsrightsunderanyoftheFinancingDocumentsortheremediesinrespectoftheCollateralpursuanttothe Security Documents; (ii) any transaction contemplated by any such Transaction Document; or (iii) the ProjectoranyBorrowerEntityexcept,solelyforthisclause(iii),anAdverseProceedingthatisimmaterial to the Project or such Borrower Entity.

(p) NoMaterialAdverseEffect.Noevent(includinganylegal,arbitralorotherdispute review proceeding or any change in law) has occurred and is continuing, or could reasonably be expected to occur, that shall have had, or could reasonably be expected to have, a Material Adverse Effect.

(q) Davis-Bacon Act.Receipt by DOE of a certificate from the Borrower certifying that(A)theclausessetforthinExhibitG(Davis-BaconActContractProvisions)andtheappropriatewage determination(s) of the Secretary of Labor have been included in each Davis-Bacon Act Covered Contract existing as of the Advance Date; (B) the Borrower and each DBA Contract Party under each Davis-Bacon Act Covered Contract existing on or prior to such Advance Date have taken all necessary steps to comply with and are in compliance (including retroactive compliance) with the Davis-Bacon Act Requirements.

(r) Security. All Security Documents continue to be in full force and effect, properly perfected, filed and registered or recorded in any jurisdiction and with any Governmental Authority where perfection, filing and registration or recordation is required, as applicable, and all liens or pledges in favor of the Secured Parties continue to be properly registered or recorded in favor of such Secured Parties.

(s) Title Continuation. Receipt by DOE of an SE-28 Endorsement (without any exceptions from coverage state therein not approved by DOE) and an ALTA 33 Endorsement to the Leasehold Policy and, if applicable, the Subleasehold Policy, insuring the continued First Priority Lien of the Leasehold Mortgage and the Subleasehold Mortgage, if applicable, against Borrower’s interest in the Project Site.

(t) LienWaivers.ReceiptbyDOEofevidencethat:

(i) any unpaid balances then due or unsettled claims with any contractor or supplier under any Construction Contract, or their subcontractors, have been paid in full (unless otherwise providedbytherelevantConstructionContract),exceptforbalancesorclaimsthattheBorrowerisactively contesting in accordance with the Permitted Contest Conditions; and

(ii) each contractor or supplier under any Construction Contract, or their subcontractors,tobepaidwiththeproceedsofsuchAdvanceandfundsoftheBorrower,hasconditionally (or if applicable, finally and unconditionally) waived on terms satisfactory to DOE and released all Liens, statutoryorotherwise,thatitoranyofitssubcontractorsmayhaveoracquireontheCollateralortheProject with respect to work completed prior to its last submission for payment, such Lien waivers to be in form and substance prescribed by Applicable Law in the State of Montana.

(u) Compliance with Laws. Receipt by DOE of evidence that each Borrower Entity shall have complied with all Applicable Laws relating to the development, construction, completion, ownership, operation, and maintenance of the Project (including Environmental Laws, Davis-Bacon Requirements, Patriot Act, the Cargo Preference Act of 1954, as amended, Foreign Asset Control Regulations, Sanctions, Anti-Money Laundering Laws and Anti-Corruption Laws and all state and local licensing requirements).[Reserved].

(w) IE’s Certificate.Receipt by DOE of certifications from the Independent Engineer no more than ten (10) business days prior to the requested Advance date, (i) that the following funds availabletotheBorrowerare(or,inthecaseoftheBaseEquityCommitment,willbe)sufficienttoachieve Project Completion by the Project Completion Longstop Date: (A) the amount of the requested Advance;

(B)theundisbursedamountoftheGuaranteedLoanaftergivingeffecttosuchAdvance;(C)theremaining Base Equity Commitment (including amounts projected to be paid from the Base Cash Equity Reserve Account pursuant to the latest Base Case Financial Model), (D) the remaining Contingent Equity Commitment(intheamountsandatthetimesrequiredpursuanttotheSponsorSupportAgreement)and(E) anyamountsondepositintheBaseCashEquityReserveAccountinexcessof$80millionandConstruction Account; (ii) the Project ison scheduleto achieve (A) Physical Completionin accordance with the Project Milestone Schedule; and (B) Project Completion by the Project Completion Longstop Date; and (iii) as to such other matters as required herein or as DOE may reasonably request.

(x) LegalOpinions.TotheextentrequestedbyDOE,receiptbyDOEof:

(i) legal opinions in respect of any amendment, modification, termination or entry into any newTransaction Documentthat has been executedand delivered afterthe previousdelivery of an applicable legal opinion, in each case, dated as of the Requested Advance Date, addressed to each Secured Party and from legal counsel satisfactory to DOE;

(ii) to the extent that, since the date of the previous delivery of an applicable legalopinionfurnishedhereunder,therehasbeenamaterialchangeincircumstancesonanymattercovered by such legal opinion, supplementallegal opinions with respectto the possible legal consequences of such changedcircumstances,datedasoftheRequestedAdvanceDate,addressedtoeachSecuredParty,andfrom legal counsel satisfactory to DOE; and

(iii) abringdownlegalopinioninrespectoftheBorrowerinformandsubstance acceptable to DOE (A) that the Borrower has received the Governmental Approvals required for the construction,operation,maintenance,andownershipof theProject,except thoseGovernmental Approvals that, by their nature, cannot be obtainedat the current stage of development of theProject as of the date of suchlegalopinion(andprovidedthatthefailuretoobtainanysuchGovernmentalApprovalasofsuchdate

is not related to any act or failure to act by or on behalf of the Borrower), and (B) identifying all Governmental Approvals required to be obtained after the date of such legal opinion, and, in the case of each of (A) and (B), other than Governmental Approvals of a routine and immaterial nature that can be obtained in the Ordinary Course of Business.

(y) FeesandExpenses.ReceiptbyDOEof:

(i) paymentinfullorreimbursementofallfeesrequiredtobepaidonorprior tothedateofsuchAdvanceandallSecuredPartyExpensesandotherfeesorexpenses(ifany)thendueand payable in accordance with Section 4.01(Reimbursement and Other Payment Obligations); and

(ii) (A)reimbursement of all fees and Secured Party Expenses of any Secured Party Advisors incurred in connection with the Project and invoiced prior to the date of such Advance; or

(B)confirmationthatsuchfeesandSecuredPartyExpenseshavebeenpaiddirectly,ineachcasefromfunds other than the proceeds of the Guaranteed Loan.

(z) Project Accounts. (i) All Project Accounts (including all Reserve Accounts) shall havebeenfundedinfulltothethen-applicablefundingrequirementasofthedateofsuchAdvancepursuant totheAccountsAgreement;and(ii)theBorrowerhashadatleast$80millionincashondepositintheBase Cash Equity Reserve Account at the close of any business day during the previous 90 calendar days.

(aa)O&M Budget. Receipt by DOE of an updated O&M Budget or a certificate from the Borrower that the previously provided O&M Budget is accurate in all material respects.

(bb)P6 Integrated Project Schedule. Receipt by DOE of an updated Level 3 Integrated Project Schedule, in Primavera P6 format and at a detailed levelacceptable to DOE, with tasks requiredto meet the Project Milestones.

(cc)Additional Items. Receipt by DOE of such other documents, certifications or consents relating to the project, any Borrower Entity, any Major Project Participant or the matters contemplated by the Transaction Documents as it may reasonably request (but in respect of Major Project Participants, solely informational matters and not certifications of any Major Project Participants).

(dd)Additional Conditions Precedent. Additional conditions precedent, if any, to be included following review of the Base Case Financial Model and ongoing diligence.

(ee)Aggregate Advances. Receipt of evidence by DOE that the aggregate principal amount of all Advances, after giving effect to the Advances to be made on such Requested Advance Date, do not exceed the Maximum Guaranteed Loan Amount ortheMaximum Tranche Amount for the Tranche under which such Advance is being made.

(ff)UseofProceeds.ReceiptbyDOEof(i)evidencethattheproceedsoftherequested Advance will be applied in accordance with Section 2.04(e)Section 2.04(e)(Disbursement of Proceeds); and (ii) invoices or other documentation evidencing the incurrence of such Eligible Project Costs.

(gg)Judgment Liens. No judgment Lien exists against any of the Borrower’s property forIndebtednessowedtotheUnitedStatesofAmericaoranydelinquentfederal,stateorlocalIndebtedness, includingtaxliabilities,exceptforbalancesorclaimsinthenormalcourseofbusinessthattheBorroweris actively contesting in accordance with the Permitted Contest Conditions.

(hh)Program Requirements. Receipt by DOE of evidence that the Borrower is in compliance with or shall have satisfied, as applicable, all requirements and approvals pursuant to the Program Requirements.

(ii) PaymentofFees.ReceiptbyDOEof:

(i) payment in full of all fees required under the Financing Documents to be paid on or prior to the Requested Advance Date, and all Secured Party Expenses and reimbursement of all fees and Secured Party Expenses of any Secured Party Advisors, incurred and invoiced prior to the Requested Advance Date; or

(ii) confirmationthatallsuchfeesandSecuredPartyExpenseshavebeenpaid directly to the relevant Secured Party Advisors.

(jj)Environmental Compliance. Receipt by DOE of a written certification by the Borrower that the Borrower is and has been, in all material respects, in compliance with all applicable EnvironmentalLawsandallRequiredApprovalsthereunder,andhasandmaintainsinfullforceandeffect all Required Approvals applicable to the construction and operation of the Project as of the date of such Advance under any applicable Environmental Law.

(kk)No Violation. The making of the requested Advance shall not result in a violation ofanyApplicableLaw,TransactionDocument,GovernmentalApproval,oranyotheragreementorconsent to which any Borrower Entity is a party, or any judgment or approval to which any Borrower Entity is subject.

(ll)Debt to Equity Ratio.Both before and after giving effect to the Advance, the Debt to Equity Ratio shall not exceed the Maximum Debt to Equity Ratio.

(mm)Offtake.IftheexpectedCommercialOperationsDateiswithintwelve(12)months ofthedateofsuchAdvance,offtakearrangementsinformandsubstanceacceptabletoDOE,demonstrating that 70% of the expected production of the Project upon Project Completion is under contract.

Section5.06Conditions Precedent to FFB Advance. The obligation of FFB to make each Advance (including the initial Advance) under the FFB Note Purchase Agreement and the FFB Note is subject to the prior satisfaction (or waiver in writing) as determined by FFB of each of the following conditions precedent as of the date of the relevant Advance Request and as of the Advance Date:

(a)ReceiptofAdvanceRequestApprovalNotice.FFBshallhavereceivedfromDOEan Advance Request Approval Notice.

(b)AbsenceofDrawstopNotice.NoDrawstopNoticeshallhavebeendeliveredtoDOEor

DOEor FFB.

Section5.07Advance Deductions. Unless the Borrower shall have prepaid the applicable Advancein theamount of any excess as providedin Section3.05(c)(i)(H)(Mandatory Prepayments3.05(c)(i)(H) (Mandatory Prepayments) prior to each Requested Advance Date immediately following the parties'’determination of the existence of an Excess Advance Amount (whether pursuant to the Quarterly Certificate or otherwise), the Borrower shall:

(a)intherelevantAdvanceRequest,deductfromthetotalamountoftheAdvanceorAdvances to be made on such Requested Advance Date an amount equal to the amount that would otherwise have been prepayable by the Borrower pursuant to Section 3.05(c)(i)(H)(Mandatory Prepayments3.05(c)(i)(H) (Mandatory Prepayments); and

(b)in the relevant Advance Request, include a certification by a Responsible Officer, substantially in the form set forth in the Form of Advance Request, certifying as to the amount of such deduction;

provided,that iftheamount oftheAdvance requestedto bemade onsuch Requested AdvanceDateisless thanthetotalamounttobedeductedonsuchRequestedAdvanceDate,theBorrowershalldeductanamount equal to the total amount of the Advance requested to be made on such date, and the remaining shortfall shall be deducted by the Borrower from Advances requested in future Advance Requests made on future Requested Advance Dates until such amount has been deducted in full.

Section5.08Satisfaction of Conditions Precedent. Each of the Borrower and DOE hereby acknowledges and agrees that:

(a)by delivering the Principal Instruments on the Execution Date, DOE shall be deemed to haveapprovedoforconsentedto,ortobesatisfied with, each oftheExecution Date Conditions Precedent that must be approved or consented to by, or be satisfactory to, DOE; and

(b)FFB, by delivering an acceptance notice under Section 5.1 of the FFB Note Purchase AgreementormakinganyAdvanceundertheFFBNote,shallbedeemedtohaveapprovedoforconsented to, or to be satisfied with, each of the matters set forth in Sections5.01(ConditionsPrecedentto the Execution Date), 5.025.01 (Conditions Precedent to the Execution Date), 5.02 (Conditions Precedent to FFB Purchase of the FFB Note), 5.035.03(Conditions Precedent to the First Advance Date Under Tranche 1), 5.045.04(Conditions Precedent to the First Advance Date Under Tranche 2), 5.05and 5.06 (Conditions Precedent to Each Advance Date Under Tranche 2) and 5.06(Conditions Precedent to FFB Advance) that must be approved or consented to by, or satisfactory to, FFB.

ARTICLEVI

REPRESENTATIONSANDWARRANTIES

ToinduceDOE to enterinto thisAgreement andtoarrangefor FFBtopurchasethe FFBNoteand offer extensions of credit thereunder, the Borrower makes each of the following representations and warranties to and in favor of DOE and FFB as of: (a) the Execution Date; (b) each Advance Date (both immediatelybeforeandimmediatelyaftergivingeffecttotheAdvances,ifany,beingmadeonsuchdate);

(c)theProjectCompletionDate, exceptassuchrepresentationsandwarrantiesareexpresslymadeastoan earlier date, in which case such representations and warranties will be true as of such earlier date:

Section6.01 OrganizationandExistence.TheBorrower:

(a)isdulyorganized,validlyexistingandingoodstandingunderthelawsofitsjurisdictionof organization;

(b)is duly qualified to do business in, and in good standing in, the State of Montanaand each other jurisdiction where the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect; and

(c)hasallrequisitepowerandauthorityto:

(i)ownorholdunderleaseandoperatetheproperty itpurports toownorholdunder

underlease;

(ii)carry on its business as now being conducted and as proposed to be conducted in respect of the Project;

(iii)incurIndebtednessandcreateLiensonallandanyofitsproperties;and

(iv)execute,deliver,performandobservethetermsandconditionsofeachofthe Transaction Documents to which it is a party.

Section6.02Authorization; No Conflict. The Borrower has duly authorized, executed and delivered the Transaction Documents to which it is a party, and none of: (a) its execution and delivery thereof; (b) its consummation of the transactions contemplated hereby or thereby nor its compliance with thetermsofthisAgreementorthereof;and(c)theissuanceoftheFFBNote,theborrowingsundertheFFB Documents, the use of the proceeds thereof and FFB Note Reimbursement Obligations hereunder, in each case, do or will (i) contravene its Organizational Documents or any Applicable Laws; (ii) contravene or result in any breach or constitute any default under any Governmental Judgment; (iii) contravene or result in any breach, constitute any default, or result in or require the creation of any Lien upon any of its properties,ineachcase,underanyagreementorinstrumenttowhichitisapartyorbywhichitoranyofits properties may be bound, except for any Permitted Liens; or (iv) require the consent or approval of any PersonotherthantheRequiredApprovalsandanyotherconsentsorapprovalsthathavebeenobtainedand are in full force and effect.

Section6.03Capitalization. All of the Equity Interests of the Borrower have been duly authorized, validly issued, are fully paid and non-assessable, and are directly owned by the Direct Parent, free and clear of all Liens other than Liens securing the Existing Credit Facilities, which shall be released onthedateoftheFirstAdvanceunderTranche1andLienscreatedundertheEquityPledgeAgreement.No optionsorrightsforconversionintooracquisition,purchaseortransferofEquityInterestsoftheBorrower or any agreements or arrangements for the issuance by the Borrower of additional Equity Interests are outstanding. The Borrower does not have outstanding (a) any securities convertible into or exchangeable for its Equity Interests; or (b)

any rights to subscribe for or to purchase, or any option for the purchase of, oranyagreement,arrangementorunderstandingprovidingfortheissuance(contingentorotherwise)of,or any call, loan commitment or claims of any character relating to, its Equity Interests.

Section 27.Section6.04 Solvency.

(a)Thevalueoftheassets(atfairvalueandpresentfairsaleablevalueoratbookvalue)ofthe Borrower is, on the date of determination, greater than the amount of liabilities at book value (including contingentandunliquidatedliabilities)oftheBorrowerasofsuchdate.Asofthedateofdetermination,the Borrower is able to pay all of its liabilities as such liabilities mature and does not have an unreasonably small capital. In computingthe amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

(b)TheBorrowerisnotthesubjectofanypendingor,totheBorrower’sKnowledge,threatened

(b) InsolvencyProceedings.

(c)No corporate action, legal proceedings or other procedure or step is being considered or prepared by the Borrower that could trigger the occurrence of any event or circumstance described in Section 10.01(l)(Bankruptcy; Insolvency; Dissolution10.01(l) (Bankruptcy; Insolvency; Dissolution).

Section6.05EligibilityofBorrower;Project.TheBorrowerhassatisfiedeachoftheconditions contained inthe Program Requirements(a) to be classifiedasan Applicant; and (b) toclassifythe Project- related manufacturing facilities as Eligible Projects.

Section6.06Transaction Documents. Each Transaction Document to which the Borrower is(or will be when executed) a party is a legal, valid and binding obligation of the Borrower, enforceable

against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,insolvency,reorganization,moratoriumorsimilarlawsaffectingtheenforcementofcreditors'’rightsgenerallyandbygeneralequitableprinciples(whetherenforcementissoughtbyproceedingsinequity or at law).

Section 28.Section6.07 RequiredApprovals.

(a)The Required Approvals Schedules set forth all Required Approvals, other than Governmental Approvals and other consents and approvals that, in each case, are of a routine nature and can be obtained in the Ordinary Course of Business.

(b)PartAoftheRequiredApprovalsSchedulesetsforthalloftheRequiredApprovalsthatare necessary or required to be obtained by the Execution Date under Applicable Law or any agreement applicableto,orbindingon,anyBorrowerEntityoranyofitspropertiesor,totheBorrower’sKnowledge, anyMajorProjectParticipantforthepurposeoffulfillingitsobligationsundertheapplicableMajorProject Document. As of the Execution Date, and as of each date thereafter that this representation is to be made, each Required Approval set forth in Part A of the Required Approvals Schedulehas been duly and validly issued, is in full force and effect, Non-Appealable and free of any unduly burdensome conditions.

(c)PartBoftheRequiredApprovalsScheduleincludesalloftheRequiredApprovalsthatare notrequiredtobeobtaineduntilaftertheExecutionDateunderApplicableLaworanyagreementapplicable to,orbindingon,anyBorrowerEntityoranyofitspropertiesor,totheBorrower’sKnowledge,anyMajor ProjectParticipantforthepurposeoffulfillingitsobligationsundertheapplicableMajorProjectDocument.

(d)Any Required Approval listed on Part B of the Required Approvals Schedule that is required to beobtained,asof any dateon whichthisrepresentationismade, pursuant toandin accordance with the terms of the Transaction Documents, Applicable Law or any agreement applicable to, or binding on, any Borrower Entity or any of its properties or, to the Borrower’s Knowledge, any Major Project Participant for the purpose of fulfilling its obligations under the applicable Major Project Document, has beendulyandvalidlyissued,isinfullforceandeffect,Non-Appealableandfreeofanyundulyburdensome conditions, and the Borrower has no reason to believe that any such Required Approvals already obtained will be revoked.

(e)As of any date on which this representation is made, all applications required to timely procure any Required Approval listed on Part B of the Required Approvals Schedule have been prepared andsubmitted.TheBorrowerhasreceivednoindicationanddoesnothaveanyreasontobelievethatit,any other Borrower Entity or, to the Borrower’s Knowledge, any Major Project Participant will be unable to obtaintheRequiredApprovalssetforthinPartBoftheRequiredApprovalsSchedule applicabletoitinthe Ordinary Course of Business free from conditions or requirements and at such time or times as may be necessarytoavoidanymaterialdelayin,orimpairmenttothetransactionscontemplatedby,theTransaction Documents.

(f)The Borrower, each Borrower Entity and, to the Borrower’s Knowledge, each Major Project Participant is in compliance in all material respects with all Required Approvals that have been obtained by, or are otherwise applicable to, such Person.

Section6.08Litigation. Except as set forth in Schedule6.08or as otherwise disclosed to and expressly waived in writing by DOE, there are no Adverse Proceedings pending or, to the Borrower’s Knowledge, threatened in writing that relate to:

(a)the legality, validity or enforceability of any Financing Document or any Major ProjectDocument;

(b)anytransactioncontemplatedbyanyFinancingDocumentoranyMajorProjectDocument;

Document;or

(c)theProject;or

(d)any Borrower Entity(other than a Passive Sponsor) or any Project Document other than a Major Project Document

that (i)(excludinganyAdverse Proceedingcontemplatedunder clause (a)(a)or (b)above(b) above)either individually orintheaggregatehas,orcouldreasonablybeexpectedtohaveaMaterialAdverseEffector(ii)hashador could reasonably be expected to have a value greater than one million Dollars ($1,000,000), individually, or five million Dollars ($5,000,000), in the aggregate.

Section 6.09 Indebtedness.TheBorrowerhasnooutstandingIndebtednessotherthanPermitted Indebtedness.

Section 29.Section6.10 SecurityInterests;Liens.

(a)Pursuant to the Security Documents, the Collateral Agent has a legal, valid, enforceable and perfected First Priority Lien in the Collateral subject only to Permitted Liens.

(b)Such security interest in the Collateral is and, with respect to any after-acquired property, when so subsequently acquired, will be superior and prior to the rights of all thirdPersons now existing or

hereafter arising, whether by way of deed of trust, mortgage, Lien, security interests, encumbrance, assignment or otherwise, other than Permitted Liens.

(c)On the First Advance Dateunder Tranche 1, all documents and instruments, including the RealPropertyDocuments,asrequired,willhavebeenrecordedorfiledforrecordorsubmittedforrecording insuchmannerandinsuchplacesasarerequiredandallotheractionasisnecessaryordesirablehavebeen taken to establish and perfect the Collateral Agent's Lien in and to the Collateral (for the benefit of the Secured Parties) to the extent contemplated by the Security Documents.

(d)All Taxes (including stamptaxes) and filing fees andSecured Party Expenses that are due and payable in connection with the execution, delivery or recordation of the Mortgages or any other TransactionDocument,orthemortgagingofthemortgagedproperty undertheMortgages,havebeenpaid.

(e)Except for Permitted Liens, neither the Borrower nor any other owner of any of the Collateral has created or is under any obligation to create or has entered into any transaction or agreement that would result in the imposition of, any Lien upon any of the Collateral. Other than Liens securing the ExistingCreditFacilities,whichshallbereleasedontheFirstAdvanceDateofTranche1,therearenoLiens on the Equity Interests of the Borrower other than those created under or permitted by the Equity Pledge Agreement and liens described in clause (b)(b)above.

Section 30.Section6.11 Taxes.

(a)TheBorrowerhasfiledalltaxreturnsrequiredbyApplicableLawstobefiledbyitandhas paid(i)allincomeTaxesthathavebecomeduepursuanttosuchtaxreturns,and(ii) allothermaterialTaxes and assessments payable by it that have become due (other than those Taxes that it is contesting in accordance with the Permitted Contest Conditions).

(b)AssumingthateachSecuredParty,totheextentapplicable,providesaproperlycompleted IRS Form W-9 to establish its status as a United States person and to certify that such Secured Party is exempt from U.S.federal backup withholding tax(or,in the case of any Secured Partythat is not a United States person, a properly completed applicable Form W-8 or other certificate, form or documentation establishing an exemption from U.S. federal withholding Taxes), no withholdingTaxes are payable by the Borrower to any Governmental Authority in connection with any amounts payable by the Borrower under or in respect of the Financing Documents.

(c)DOE’s executionanddelivery ofthis Agreement andissuance ofthe Loan Guarantee,and any determination by DOE that any Project Costs are Eligible Project Costs, in each case,

(i) does not prejudice or otherwise have any binding effect with respect to any determination by the Internal Revenue Service, the U.S.Department of Treasury or a court of law as to the tax basis of the Project or any part thereof under the Code, (ii) does not constitute a determination regarding, and is unrelated to whether the Borrower or such other Borrower Entity or the Project has complied or will comply with Federal tax law and (iii) will not be used to demonstrate or prove that the Borrower or such other Borrower Entity or the Project complied with the requirements to claim a tax credit or other amount under the Code in an administrative or judicial proceeding.

Section 31.Section6.12 FinancialStatements.

(a)EachoftheHistoricalFinancialStatementsandeachFinancialStatementoftheBorrower, Direct Parent and Sponsors (to the extent required) delivered to DOE pursuant to Section8.01(Financial Statements8.01 (Financial Statements) is complete and correct, has been prepared in accordance with the Designated Standard and presents fairly, in all material respects, the financial condition of the Borrower or

such Sponsor, as applicable,asoftherespectivedatesoftheFinancialStatementsfortherespectiveperiodscoveredtherein.

(b)Such Financial Statements reflect all liabilities or obligations of the relevant Borrower Entity of any nature whatsoever for the period to which such Financial Statements relate that are required to be disclosed in accordance with the Designated Standard.

(c)As of the Execution Date or the date of delivery of such Financial Statements pursuant to Section8.01(Financial Statements8.01 (Financial Statements), as applicable, or the respective date of such Financial Statements, whichever is earlier, none of the Borrower, the Direct Parent, such Sponsors and the applicable Borrower Entities has incurred or assumed any liabilities or obligations that would be required to be disclosed in accordance with the Designated Standard and which are not reflected in such Financial Statements or the notes thereto.

Section 32.Section6.13 Business;OtherTransactions.

(a)TheBorrowerhasnotconductedanybusinessotherthanthebusinesscontemplatedbythe Transaction Documents and such other business as may be related to the Project.

(b)The Borrower is not a party to, or bound by, any contract other than those contracts permitted under the Financing Documents.

(c)Except as provided in the Financing Documents, the Borrower has not executed and delivered any powers of attorney or similar documents.

(d)The Borrower has not paid or become obligated to pay: (i) any fee or commission to any broker,finderorintermediaryfororonaccountofarrangingthefinancingofthetransactions

contemplated bytheTransactionDocuments,or(ii)anycontingencyfee(computedasapercentageofanyamountofthe Guaranteed Loan) to any financial or other professional advisors of the Borrower.

(e)ExceptassetforthonSchedule6.13(e)(AffiliateTransactions),theBorrowerisnotaparty to any contract or agreement with, and does not have any other loan commitment to, any Affiliate.

(f)TheBorrowerhasnot:(i)enteredintoanytransactionorseriesofrelatedtransactionswith any Person (including any Affiliate) other than in the Ordinary Course of Business and on an arm's length basis; or (ii) enteredinto any transaction whereby the Borrower might pay morethan thefair market value for products of others.

(g)TheBorrowerhasnotmadeanyInvestmentsotherthanPermittedInvestments.

(h)The Borrower has no Subsidiaries and does not legally or beneficially own any Equity Interests of any other Person.

(i)Each of the Project Milestone Schedule and an integrated schedule (with a sufficient level ofdetailasagreedinwritingbyDOEinconsultationwiththeIndependentEngineer)andspendingplanfor the development and construction of the Project (the “Integrated Schedule and Spending Plan”), as amended or supplemented in accordance with the provisions of this Agreement: (i) is complete and based on reasonable assumptionsmadein goodfaith; and(ii) is consistent with the provisions of the Transaction Documents.

(j)TheBorrowerhasmaintainedadequateinternalcontrols,reportingsystemsandcostcontrol systems that are designed to ensure that the Borrower satisfies its obligations under the Financing Documents.

Section6.14Accounts. As of the First Advance Date under Tranche 1, the Borrower does not own or maintain any accounts with a bank or financial institution other than the Project Accounts and the Company Account.

Section 33.Section6.15 Property.

(a)Titleto Collateral

(i)Schedule6.15-1(Phase 1 Project Site) identifies the land comprising the Phase 1 Project Site. Schedule 6.15-2 (Project Site) identifies the land comprising the Project Site

(ii)As of the Execution Date, the Borrower has valid leasehold, subleasehold, and easement interests in the Phase 1 Project Site free and clear of any Lien of any kind, except for Permitted Liens, and other than Permitted Liens, no contracts or arrangements, conditional or unconditional, exist for the creation by the Borrower of any Lien on any property, other than the Security Documents; and none of the Permitted Liens, individually or in the aggregate, would materially impair the development, construction, operation, or use by (or for the benefit of) the Borrower of the Phase 1 Project Site for Phase 1.

(iii)As of the First Advance Date under Tranche 1, the Borrower has valid leasehold, subleasehold, and easement interests in the Project Site, or irrevocable options to obtain such interestsin,theProjectSite,freeandclearofanyLienofanykind,exceptforPermittedLiens,and otherthanPermittedLiens,nocontractsorarrangements,conditionalorunconditional,existforthe creation by the Borrower of any Lien on the Project Site, other than the Security Documents; and none of the Permitted Liens, individually or in the aggregate, would materially impair the development, construction, operation, or use by (or for the benefit of) the Borrower of the Project Site for the Project.

(iv)As of the First Advance Date under Tranche 1, all easements, leasehold and other Real Property interests and utility and other related services, means of transportation, facilities, other materials and Real Property rights that can reasonably be expected to be necessary for the construction, completionand operation ofthe Project in accordance with Applicable Lawsand the Transaction Documents have been procured under the Major Project Documents.

(b)Leases. Any Leases material to the Project in existence on the date of this representation andunderwhichtheBorrowerisalessee,sublesseeorlicenseearevalidandsubsisting,theBorrowerisnot in default under any of such Leases, the Borrower enjoys peaceful and undisturbed possession of the Real PropertysubjecttosuchLeases,andtheBorrowerhastherighttocontinuetoenjoysuchpossessionduring the time when such Real Property is necessary for the Project.

(c)Project Site. The Project Site is sufficient and appropriate in all respects for the development, siting, design, engineering, construction, ownership, operation, maintenance and use of the Project as contemplated by the Transaction Documents.

(d)Boundaries.ExceptasshownontheSiteMap(ortheBNSFSiteMap,ifapplicable),allof the improvements on the Project Site lie wholly within the boundaries and building restriction lines of the Project Site, and no improvements on adjoining properties encroach upon the Project Site, and no improvements ontheProject Site encroach upon or violate any easementsorother encumbrancesuponthe ProjectSite,ineachcase,soastomateriallyimpairthedevelopment,construction,operation,oruseby(or

for the benefit of) the Borrower of the Project Site for the Project, except those which are insured against by title insurance. ToBorrower's Knowledge, the SiteMap (orthe BNSFSiteMap, ifapplicable) does not fail to reflect any material matter affecting the Project Site or the title thereto.

(e)Condemnation. No condemnation or adverse zoning or usage change proceeding has occurred been threatened against any of the Real Property that could materially impair the development, construction, operation, access to or use by (or for the benefit of) the Borrower of the Project Site for the Project.

Section 34.Section 6.16 ProjectMilestoneSchedule andConstructionBudget;OperatingForecastsand Base Case Financial Model.

(a)The Construction Budget, the Project Milestone Schedule, Integrated Schedule and Spending Plan and the Base Case Financial Model:

(i)arecompleteandbasedonreasonableassumptions;

(ii)areconsistentwiththeprovisionsoftheProjectDocumentsrelatedthereto;

(iii)havebeenpreparedingoodfaithandwithduecare;and

(iv)fairlyrepresent the Borrower's expectation as tothe matterscoveredthereby as of any date on which this representation is made or deemed made.

(b)The Project Milestone Scheduleaccurately specifies in summary form the work that each ConstructionContractorandEquipmentSupplierproposestocompleteonorbeforethedeadlinesspecified therein.

(c)The Construction Budget represents the Borrower’s best estimate of Total Project Costs anticipated to be incurred to achieve the Project Completion Longstop Date. The Construction Budget

has notbeenamendedorchangedinanymaterialrespectotherthantoreflectchangesresultingfromApproved Construction Changes.

(d)TheBorrower’sBorrower'sgoodfaithestimateandbeliefisthattheProjectCompletionDatewilloccur no later than the Project Completion Longstop Date.

(e)The Borrower believes that it is technically feasible for the Project to be constructed, completed, operated and maintained so as to fulfill in all material respects the design specifications and requirements contained in the Major Project Documents.

Section 35.Section6.17 IntellectualProperty.

(a)Schedule6.17(a)(IntellectualProperty)identifiesalloftheProjectIPandalloftheProject IP Agreements. The Borrower exclusively owns, or has a valid and enforceable license or right to use, all Project IP.

(b)Neither the Borrower nor any other Borrower Entity is in breach of or default under any ProjectIPAgreementthenineffect.TotheBorrower’sKnowledge,therearenofactsorcircumstancesthat would be reasonably expected (after the giving of notice, the lapse of time, or both) to give rise to any revocation or termination of any Project IP Agreement, or the Borrower’s rights or licenses to Project IP thereunder.

(c)Borrower'sBorrower’sright,titleandinterestinandtotheProjectIPownedbyBorrowerisfreeand

Section 36.Section6.18 Infringement;NoAdverseProceedings.

(a)Neither theBorrower,itsrespectivebusinesses,nor thedevelopment,design,engineering, procurement, construction, starting up, commissioning, ownership, operation, use or maintenance of the Project infringe upon, misappropriate or otherwise violate the Intellectual Property of any Person.

(b)There is no objection to, challenge to the validity of, or any Adverse Proceeding past, present,orpendingtowhichBorroweroranyotherBorrowerEntityisaparty,andnoAdverseProceeding threatened in writing and no written objection (including any demand to take a license to Intellectual Property) against the Borrower or any other Borrower Entity: (i) alleging any infringement, misappropriationorotherviolationoftheIntellectualPropertyofanyPerson:(A) bytheBorrower;or

(B) with respect to the development, design, engineering, procurement, construction, starting up, commissioning,ownership,useormaintenanceoftheProject;or(ii)challengingthevalidity,enforceability, ownership or use of any Project IPowned by Borrower. There are no facts or circumstances that would be reasonably expected to give rise to any such Adverse Proceeding.

(c)No Person is infringing, misappropriating or otherwise violating any Project IP owned by theBorroweroranyotherBorrowerEntity.ThereisnoAdverseProceedingpendingtowhichtheBorrower isapartyorthreatenedinwritingbytheBorroweroranyotherBorrowerEntity,allegingsuchinfringement, misappropriation or other violation.

Section6.19NoAmendmentstoTransactionDocuments.NoneoftheTransactionDocuments to which the Borrower is a party has been amended, modified or terminated, except in accordance with or as permitted by this Agreement or as disclosed to DOE and consented to in writing by DOE.

Section6.20CompliancewithLaws;ProgramRequirements.TheBorrowerisincompliance with,andhasconductedandisconductingitsbusinessincompliancewith,(a)allApplicableLaw(including all Program Requirements with respect to the Project), (b) in all material respects, all Required Approvals and (c) its Organizational Documents.

Section6.21Investment Company Act. The Borrower is not an "investment company," or a company "controlled" by an "investment company," within the meaning of the Investment Company Act, or subject to regulation thereunder.

Section6.22MarginStock.NopartoftheproceedsofanyAdvance,andnootherextensionsof creditundertheFFBDocuments,willbeused,directlyorindirectly,topurchaseorcarryanymarginstock within the meaning of Regulation T, U or X of the Board, or any regulations, interpretations or rulings thereunder, or for any purpose that violates any regulation of the Board.

Section 37.Section6.23 Anti-CorruptionLaws.

(a)Each BorrowerEntity anditsdirectors,officers,employeesand,tosuchBorrowerEntity's Knowledge, agents, are, and for the last five (5) years have been, in compliance with all Anti- CorruptionAnti-CorruptionLaws.

(b)There are no Adverse Proceedings pending or, to the Borrower's Knowledge, threatened against or affecting any Borrower Entity or their respective directors, officers or employees regarding any actual or alleged non-compliance with any Anti-Corruption Laws.

(c)No Borrower Entity, nor its directors, officers, employees nor, to such Borrower Entity's Knowledge, agents, has made, offered or promised to make, provided or paid any unlawful contributions, entertainmentoranythingofvaluetoanylocalorforeignofficial,foreignpoliticalpartyorpartyofficialor any candidate for foreign political office:

(i)in order to influence any act or decision of any foreign official, foreign political party,partyofficialorcandidateforforeignpoliticalofficeinhisorherofficialcapacity,including a decision to fail to perform his or her official functions;

(ii)tosecureanunlawfulorimproperadvantage;or

(iii)withtheintenttoinducetherecipienttomisusehisorherofficialpositiontodirect business wrongfully to any Borrower Entity or any of its Affiliates or to any other Person, in violation of any applicable Anti-Corruption Law.

Section 38.Section6.24 EnvironmentalLaws.

(a)All Required Approvals for the Project relating to (i) air emissions; (ii) discharges to surface water or ground water; (iii) noise emissions; (iv) solid or liquid waste disposal; (v) the use, generation,storage,transportationordisposaloftoxicorHazardousSubstancesorwastes;or(vi)otherwise required under applicable Environmental Law have been obtained and are final and Non-Appealable.

(b)The Borrower has not received, and the Borrower does not have Knowledge of any facts, circumstances, conditions, actions, activities, or events that have resulted or could reasonably be expected to result in any, Environmental Claim against or affecting the Project, or the Project Site that is, or could reasonably be expected to become material.

(c)There is not and has not been any condition, circumstance, action, activity or event with respecttotheProject,theBorrowerortheProjectSitethatcouldreasonablyformthebasisofanyviolation ofanyEnvironmentalLaworthatcouldreasonablybeexpectedtohaveaMaterialAdverseEffectorresult in material harm to environmental, health or safety matters. The Borrower is and has been in compliance with all applicable Environmental Law.

(d)None of the Borrower, any Borrower Entity nor, to the Borrower’s Knowledge, any other Person, has used, generated, manufactured, produced, stored, transported or Released, on, from, under or about the Project Site or transported thereto or therefrom, any Hazardous Substances in any manner that violates Applicable Law or violates the terms and conditions of any Required Approval and could reasonablybeexpectedto(i)formthebasisofanEnvironmentalClaim;(ii)causetheProjecttobesubject to any restrictionsarising under EnvironmentalLaws;(iii) have aMaterial Adverse Effect; or(iv) resultin material harm to the environment, health or safety.

(e)TheBorrowerisincompliancewiththeMitigationActionPlan.

Section 39.Section6.25 EmploymentandLaborContracts.

(a)AsoftheExecutionDate:

(i)withrespecttotheProject,theBorrowerisnotorhasnotbeenwithinthepasttwo

(i) (2)years(A)apartytoorboundbyanycollectivebargainingorsimilaragreementwithanyunion, labor organization or other bargaining agent; or (B) subject to any labor disputes, strikes or work stoppages, requests for arbitration, grievance proceedings or union negotiations or organizational efforts; and

(ii)totheBorrower’sKnowledge,withrespecttotheProject,therehasnotbeeninthe past three (3) years, any organized effort or demand for recognition or certification or attempt to organize employees of the Borrower by any labor organization.

(b)Therearenostrikes,slowdownsorworkstoppagesongoingorthreatenedinwritingbythe employeesofanyoftheBorroweror,totheBorrower’sKnowledge,anyMajorProjectParticipantthathave caused or could reasonably be expected to cause a Material Adverse Effect.

Section 40.Section6.26 Davis-BaconAct.

(a)TheBorrowerEntitiesandallDBAContractPartiesundereachDavis BaconDavis-BaconActCovered Contract have taken all necessary steps to comply with and are in compliance (including retroactive compliance) with the Davis-Bacon Act Requirements.

(b)AsoftheExecutionDate,therearenoDavis-BaconActCoveredContractsexceptforthose listed in Schedule 6.26(b)(Davis-Bacon Act Covered Contracts).

(c)Ifandtotheextentconstruction,alterationorrepair(withinthemeaningof29

C.F.R.

§5.5(a))oftheProjectbeganpriortotheExecutionDate,theBorrowerEntitieshavepriortotheExecution Date,retroactivelyadjusted,andcausedeachDBAContractPartytoretroactivelyadjust,thewagesofeach affected laborer and mechanic employed in the construction, alteration or repair of the Project prior to the Execution Date, and paid or caused to be paid to each such laborer or mechanic such additional wages, if any, as were necessary for such laborers and mechanics to have been paid at rates not less than those prevailingonsimilarworkintherelevantlocalityduringtheperiodsuchworkwasperformed,asdetermined by the Secretary of Labor in accordance with the Davis-Bacon Act wage determinations attached to Exhibit G(Davis-Bacon Act Contract Provisions).

Section 41.Section6.27 ERISA.

(a)TheBorrowerandeachofitsERISAAffiliates haveoperatedtheEmployeeBenefit Plans incompliancewiththeirtermsandwithallapplicableprovisionsandrequirementsoftheCode,ERISAand all other Applicable Law and have performed all their respective obligations under such plan.

(b)EachEmployeeBenefitPlanhasbeendeterminedbytheIRStobesoqualifiedorisinthe process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of an Employee Benefit Plan with no determination, nothing has occurred that would materially adversely affect such qualification).

(c)ThereexistsnoUnfundedPensionLiabilitieswithrespecttoEmployeeBenefitPlansinthe aggregate, taking into account only Employee Benefit Plans with positive Unfunded Pension Liabilities.

(d)There are no Adverse Proceedings pending against or threatened involving an Employee BenefitPlan(otherthanroutineclaimsforbenefits)or,totheBorrower’sKnowledge,anyBorrowerEntity or any ERISA Affiliate, which would reasonably be expected to be asserted successfully against any Employee Benefit Plan and, if so asserted successfully, would reasonably be expected, either singly or in the aggregate, to have a Material Adverse Effect.

(e)NoERISAEventhasoccurredorisreasonablyexpectedtooccur.

(f)ExcepttotheextentrequiredunderSection 4980BoftheCodeorcomparablestatelaw,no EmployeeBenefitPlanprovideshealthorwelfarebenefits(throughthepurchaseofinsuranceorotherwise) for any retired or former employee of the Borrower or any ERISA Affiliate.

(g)The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder (or the exercise by DOE of its rights under this Agreement) will not involve any non-exempt transaction that is subject to the prohibitions of Section406 of ERISA or in connection with which taxes could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code.

(h)(i) The assets of the Borrower do not and will not constitute (A) "plan assets" within the meaning of Section3(42) of ERISA and DOL Regulations set forth in 29 C.F.R. 2510.3-101, or (B)the assets of any governmental, church, non-U.S.or other plan ("Similar Law Plan"), and (ii)transactions by or with the Borrower are not and will not be subject to state statutes applicable to the Borrower regulating investments of fiduciaries with respect to any Similar Law Plan.

(i)NeitheranyBorrowerEntitynoranyERISAAffiliatehasceasedoperationsatafacilityso as to become subject to the provisions of Section4068(a) of ERISA, withdrawn as a substantial employer so astobecomesubjecttothe provisionsofSection 4063 of ERISAorceasedmakingcontributionstoany Employee Benefit Plan subject to Section 4064(a) of ERISA to which it made contributions.

(j)Neither any Borrower Entity nor any ERISA Affiliate has incurred or reasonably expects toincuranyliabilitytoPBGCsaveforanyliabilityforpremiumsdueintheordinarycourseorotherliability whichwouldnotreasonablybeexpectedtohave,eithersinglyorintheaggregate,aMaterialAdverseEffect.

Section 42.Section6.28 SanctionsandAnti-MoneyLaunderingLaws.

(a)NoneoftheBorrower,anyBorrowerEntityoranyoftheirAffiliatesisaProhibitedPerson, and each of the Borrower, the Sponsor, and their respective directors, officers, employees and, to the Borrower'sKnowledge,agents,areandforthelastfive(5)yearshavebeenincompliancewithallSanctions.

(b)No Borrower Entity or any of their respective members, directors, officers, employees or, to the Borrower's Knowledge, agents, is a Prohibited Person.

(c)None ofthe Collateralis owned, traded orused,directly or, totheBorrower's Knowledge, indirectly by a Prohibited Person or is located or organized in a Prohibited Jurisdiction.

(d)TheBorrowerandeachBorrowerEntity,andtheirrespectivedirectors,officers,employees and, to the Borrower's Knowledge, agents, are and for the last five(5) years havebeen in compliance with all applicable Anti-Money Laundering Laws.

(e)There are no Adverse Proceedings pending or, to the Borrower's Knowledge, threatened, againstor affectingany Borrower Entity ortheirrespective directors, officers,oremployees regarding any actual or alleged non-compliance with any Sanctions or Anti-Money Laundering Laws.

(f)The Borrower has implemented, maintained, and at all times complied with policies and procedures reasonably designed to ensure compliance with all applicable International Compliance Directives and Anti-Money Laundering Laws.

Section6.29Cargo Preference Act. The Borrower is in compliance with the Cargo Preference Act of 1954,asamended, and allrelatedimplementingregulationswithrespecttoallequipment,materials and commodities procured, contracted or obtained in connection with the Project, or has entered into an agreement with the United States Maritime Administration with respect to such compliance.

Section6.30LobbyingRestriction.TheBorrowerisincompliancewithallrequirementsof31

U.S.C.§1352,asamended,includingtherequirementthatnoproceedsoftheAdvancesbeexpendedbythe Borrower or any of its Affiliates to pay any Person for influencing or attempting to influence an officer or employeeofanyfederalagency,amemberoftheU.S.Congress,anofficeroremployeeofthe

U.S.Congress, or anemployee of amember of Congress in connection with themakingoftheGuaranteed Loan or any other action described in 31 U.S.C. § 1352(a)(2).

Section6.31Federal Funding. No application has been delivered by the Borrower to, and no applicationispendingrevieworapprovalby,anyGovernmentalAuthorityforallocationofFederalFunding to the Project.

Section6.32NoFederalDebtDelinquency.NoBorrowerEntityhas:

(a)any judgment Lien against any of its Property for a debt owed to the United States or any other creditor, or

(b)anyIndebtedness(otherthanadebtundertheCode)owedtotheUnitedStatesorany

(b) GovernmentalAuthoritythereofthatisindelinquentstatus,astheterm"“delinquentstatus"”isdefinedin31

C.F.R.285.13(d),includinganyTaxliabilities(otherthanthoseTaxliabilitiescontestedinaccordancewith the Permitted Contest Conditions), except to the extent such delinquency has been resolved with the appropriate Governmental Authority in accordance with Applicable Law.

Section6.33No Tax-Exempt Indebtedness. Neither the Guaranteed Loan nor the FFB Note Reimbursement Obligations finance, either directly or indirectly, tax-exempt debt obligations, consistent with the requirements of Section 149(b) of the Code.

Section6.34Sufficient Funds. The remaining Loan Commitment Amount, the remaining Base Equity Commitment (including amounts projected to be paid from the Base Cash Equity Reserve Account pursuant to the latest Base Case Financial Model), the remaining Contingent Equity Commitment (in the amountsandatthetimesrequiredpursuanttotheSponsorSupportAgreement), anyamountsondepositin the Base Cash Equity Reserve Account in excess of $8020.0million and any amounts on deposit in the Construction Account and, with respect to any date on which this representation is made which is an AdvanceDate,theamountoftherequestedAdvanceare,collectively,sufficienttopayallremainingProject Costs (including any reasonably expected Cost Overruns) in accordance with the then-applicable Construction Budget and Project Milestone Schedule and to achieve Project Completion by the Project Completion Longstop Date.

Section6.35Use of Proceeds. The Borrower has used the proceeds of each Advance in accordance with Section2.04(e)(Disbursement of Proceeds2.04(e) (Disbursement of Proceeds) and the other terms and conditions of all applicable Financing Documents.

Section6.36No Immunity. No Borrower Entity nor any of its assets is entitled to immunity in any jurisdiction in which judicial proceedings may at any time be commenced with respect to this Agreement or any other Transaction Document.

Section6.37No Fraudulent Intent. Neither the execution and delivery of this Agreement or any of the other Transaction Documents nor the performance of any actions required hereunder or thereunder is being undertaken by the Borrower with or as a result of any actual intent by the Borrower to hinder, delay or defraud any entity to which the Borrower is now or will hereafter become indebted.

Section 43.Section6.38 Disclosure.

(a)ThestatementsandinformationcontainedintheFinancingDocuments,takentogetherwith alldocuments,reports orother writteninformation pertainingtothe Project that have been furnished by or

onbehalfoftheBorroweroranyotherBorrowerEntitytoDOEoranySecuredPartyAdvisorfromtimeto time, are true and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading at the time they were made.

(b)Therearenofacts,documentsoragreementsthathavenotbeendisclosedtoDOEinwriting that could reasonably be expected to be material to DOE's decision to enter into this Agreement or the transactionscontemplatedherebyorauthorizeanyAdvanceorthatcouldotherwisereasonablybeexpected to materially and adversely alter or affect the Project.

Section6.39Insurance. From and after the Execution Date, all Required Insurance is in full force and effect.

Section 44.Section6.40 InformationTechnology;CyberSecurity.

(a)The information technology (including data communications systems, equipment and devices)usedinthebusinessoftheBorrower("“ITSystems"”)operatesandperformsinallmaterialrespects as necessary: (i) for the development, design, engineering, procurement, construction, starting up, commissioning, ownership, operation or maintenance of the Project; (ii) to complete the activities

designated to be completed to achieve Project Completion; or (iii) to exercise the Borrower's rights and perform its obligations under the Major Project Documents, as applicable at the relevant time.

(b)TheBorrowerhasimplementedandmaintains,andhascausedeachotherBorrowerEntity (asapplicable)andMajorProjectParticipant(asapplicable)toimplementandmaintaininconnectionwith the Project, commercially reasonable privacy, information security, cyber security, disaster recovery, business continuity, data backup and incident response plans, policies and procedures consistent with industry standards (including administrative, technical and physical safeguards) designed to protect: (i) SensitiveInformationfromanyunauthorized,accidental,orunlawfulProcessingorloss;(ii)eachITSystem fromanyunauthorizedorunlawfulaccess,acquisition,use,control,disruption,destruction,ormodification; and (iii) the integrity, security and availability of the Sensitive Information and IT Systems.

(c)In the past five (5) years, neither the Borrower, nor to the Borrower's Knowledge, any Person that Processes Sensitive Information on behalf of the Borrower, has suffered any data breaches or otherincidentsthathaveresultedin:(i)anyunauthorizedProcessingofanySensitiveInformation;or

(ii)any unauthorized access to or acquisition, use, control or disruption of or any corruption of any of the IT Systems owned or controlled by Borrower in any material respect.

(d)TheBorrower isand,duringthepast five(5)yearshas been,inmaterial compliancewith:

(d) (i)allapplicableDataProtectionLaws;and(ii)allcontractualobligations,andallprivacynoticesand policies, binding on the Borrower related to the Processing of Personal Information.

(e)In the past five (5) years, the Borrower has not received: (i) any written claims related to any unauthorized Processing (including any ransomware incident), or any loss, theft, corruption, or other misuseofanyPersonalInformationProcessedbytheBorrower;or(ii)anywrittennotice(includingbyany Governmental Authority) of any claims, investigations, or alleged violations relating to any Personal Information Processed by the Borrower.

Section6.41 CFIUS.Noapprovalfrom,ornoticeto,theCommitteeonForeignInvestment

(“CFIUS”)intheUnitedStatesisrequiredwithrespecttotheProject.

Section 45.Section6.42 CertainEvents.

(a)NoDefault,EventofDefault,EventofForceMajeureorEventofLosshasoccurredandis continuing or is reasonably expected to occur.

(b)No material breach or default has occurred and is continuing under any Major Project Document.

Section6.43No Material Adverse Effect. No event (including any legal, arbitral or other disputereviewproceedingoranychangeinlaw)hasoccurredandiscontinuingthathasorcouldreasonably be expected to have or result in a Material Adverse Effect.

ARTICLEVII

AFFIRMATIVECOVENANTS

TheBorrowerherebyagreesthat,untiltheReleaseDate:

Section7.01Maintenance of Existence; Property; Etc. The Borrower shall preserve and maintain (i) its legal existence; and (ii) all of its licenses, rights, privileges and franchises material to the conduct of its business and the Project.

(a)The Borrower shall keep (or cause to be kept) all its Properties and IT Systems in good working order and condition to the extent necessary to ensure that its business can be conducted properly, continuously and in compliance with all Applicable Laws, Required Approvals and its Organizational Documents at all times.

(b)Except as otherwise permitted hereunder, the Borrower shall preserve and maintain good and marketable title to or leasehold interest in or rights to the Collateral and such rights to use the Project Site as are necessary to construct, operate and maintain the Project in accordancewith the requirements of the Transaction Documents and the Project Milestone Schedule, and shall, at its own expense, take all actions to ensure that it has sufficient rights to the Project Site as are necessary for the development, construction and operation of the Project as contemplated by the Transaction Documents.

Section 46.Section7.02 IntellectualProperty.

(a)Maintenance of Project IP. The Borrower shall at all times: (i) acquire and maintain ownership of all Project IP then required; or (ii) obtain and maintain its licenses or rights to use all IntellectualPropertyownedbyanyotherPersonnecessary:(A)forProjectCompletion;and(B)toexercise itsrights andperform its obligationsunder the Major Project Documents,in eachcase,as applicableat the relevant time.

(b)ProtectionofProjectIP.TheBorrowershalltakeallcommerciallyreasonablestepsto:

(b) (i)protect, enforce, preserve and maintain its rights, title or interests in and to the Project IP, including maintaining and pursuing any application, registration or issuance for Project IP owned by the Borrower, which the Borrower, in its reasonable business judgment, believes should be maintained and pursued; (ii) protectthesecrecyandconfidentialityofalltheBorrower’sTradeSecretsincludedintheProjectIP,orwith respect to which the Borrower, has any confidentiality obligation; and (iii) comply in all material respects with the terms and conditions of the Project IP Agreements. If (A) any Project IP owned by the Borrower orlicensed underanyProject IPAgreementtotheBorrower becomes,asapplicable(I) abandoned,lapsed, dedicated to the public or placed in the public domain, (II) invalid or unenforceable, or (III) subject to any adverse action or proceeding before any intellectual property office or registrar; and (B) the foregoing, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, then, after the Borrower obtains Knowledge thereof, the Borrower shall notify DOE thereof in accordance with Section 8.03(g)(Notices8.03(g) (Notices).

(c)ContinuedSecurityInterestinProjectIP.TheBorrowershall,promptlyuponthereasonable requestofDOE,execute(orprocuretheexecutionof)anddelivertoDOEanydocumentandtakeallactions necessary to acknowledge, confirm, register, record or perfect DOE's security interest in any part of the Project IP (including the filing of the IP Security Agreement with the United States Patent and Trademark Office, the United States Copyright Office, or the corresponding entities in any applicable jurisdiction), whethersuchinterestisnowownedorhereafteracquired(whetherbyapplication,registration,purchaseor otherwise).

(d)Protection Against Infringement. In the event that the Borrower has Knowledge of any breachorviolationofanyofthetermsorconditionsofanyProjectIPAgreementorthatanymaterialProject IP owned by any Borrower Entity is infringed, misappropriated or otherwise violated by any Person, the Borrower shall (i) take actions or inactions that are, in the Borrower's reasonable judgment, appropriate under the circumstances (taking into account Applicable Law with respect to such infringement, misappropriation or other violation), and protect its rights in such Project IP, and (ii) after the Borrower obtains Knowledge of such infringement, misappropriation or other violation, notify DOE in accordance with Section 8.03(g)(Notices8.03(g) (Notices).

(e)NoticeofBorrower'sBorrower’sAllegedInfringement.IntheeventthattheBorrowerhasKnowledge ofanyAdverseProceedingallegingthattheBorrower,itsrespectivebusinesses,orthedevelopment,design, engineering, procurement, construction, starting up, commissioning, ownership, operation, use or maintenance ofthe Project,is infringing,misappropriating or otherwise violatingany Intellectual Property of any Person, the Borrower shall (i) take such actions that are, in the Borrower's reasonable business judgment,appropriateunderthecircumstancestoavoidoravertaMaterialAdverseEffect;and(ii) afterthe Borrower obtains Knowledge thereof, report such notice or communication relating thereto to DOE in accordance with Section 8.03(g)(Notices8.03(g) (Notices).

(f)License Grant. The Borrower hereby grants, and shall cause each applicable Borrower EntityandeachlicensorofProjectIPunderaProjectIPAgreementtograntorotherwisepermittogrant,to the Secured Parties a Secured Parties’ License.

(g)SourceCodeEscrow.WithrespecttoanyandallProjectSourceCode,theBorrowershall,

(g) andshallcauseeachapplicableBorrowerEntityto,ataBorrowerEntity’scostandexpense:

(i)nolaterthansix(6)monthsaftertheExecutionDate,andthereafter,uponexecution of any Project IP Agreement containing Source Code enter into a Source Code escrow agreement for the benefit of the Secured Parties with an escrow agent approved by DOE containing:

(A)terms and conditions (including release conditions, such conditions to includeanunwillingnessorinabilitytosupportormaintaintheSoftware)thatareusualand customary for Source Code escrow arrangements satisfactory to DOE; and

(B)the grant to the Secured Parties by the Borrower Entity or the third party that licenses Source Code to the Borrower, as applicable (effective as of such date, or if acquiredlater,uponsuchacquisitiondate,butenforceablefollowingtheoccurrenceofany release condition specified in the Source Code escrow agreement) of an irrevocable, perpetual, non-exclusive, transferable, sublicensable, fully paid-up and royalty-free right and license to Practice, compile and execute any and all Source Code and other materials placed into escrow pursuant to clause (ii)(ii)below, solely for purposes of developing, designing,engineering,procuring,constructing,startingup,commissioning,operatingand maintaining the Project and achieving Project Completion, as applicable; and

(ii)promptlydepositinescrow(A)acomplete,reproduciblecopyofallProjectSource CodethatisrelevanttoProjectCompletion;and(B)allrevisions,modificationsandenhancements

to such Project Source Code (including updates, upgrades and corrections thereto, and derivative works thereof) as such revisions, modifications or enhancements are used in or otherwise made available to the Project, in each case, together with all such documentation or materials as are reasonably required to exercise the rights granted in clause (g)(i)(B)(g)(i)(B) above.

(h)Project IP Agreement Terms. The Borrower shall ensure that each license agreement that constitutes a Project IP Agreement grants to the Borrower: (i) a direct, and transferable or sublicensable license;or(ii)anirrevocable,perpetual,andtransferableorsublicensablesublicense,toProjectIPwhichis owned by any other Borrower Entity or which is either critical to (or otherwise inextricably embedded in) theProjectornotreadilyreplaceable;provided,thatwithrespecttoBorrowerEntity-ownedProjectIP,each license and sublicense is fully paid-up and royalty-free for the Borrower.

Section 47.Section7.03 Insurance.

(a)TheBorrowershallobtain,maintainandcomplywith(orcausetobeobtained,maintained and complied with) the Required Insurance at all times and in all respects, and shall keep its

present and future properties insured as required by, and in accordance with the requirements of Schedule7.03(Required Insurance).

(b)The Borrower shall pursue any contractual remedies to cause other Persons required to provideRequiredInsurance,includinganyMajorProjectParticipant,toobtainandmaintainsuchRequired Insurance and as otherwise required in the respective Major Project Documents.

Section 48.Section7.04 EventofLoss.

(a)IfanyEventofLossshalloccur,theBorrowershallpromptlydelivernoticethereoftoDOE

toDOEand:

(i)diligently pursue all of its rights to compensation against all relevant insurers, reinsurers and Governmental Authorities, as applicable, in respect of such event;

(ii)compromise or settle any claim with respect to any Event of Loss involving an amountinexcessofonemillionDollars($1,000,000)(suchEventofLoss,a"ThresholdEventof Loss") per claim only upon prior written consent of DOE; and

(iii)pay or apply the Net Amount of all Loss Proceeds stemming from such event in accordancewiththisSection7.04(Event of Loss7.04(Event of Loss)including,totheextentrequiredinthisSection

7.04(EventofLossSection7.04(Event of Loss),forprepaymentsinaccordancewithSection3.05(c)(i)(C)(MandatoryPrepaymentsSection 3.05(c)(i)(C)(Mandatory Prepayments).

(b)UpontheoccurrenceofanyEventofLoss,LossProceedsshallbepromptlydepositedinto, or credited to the Loss Proceeds Account. The Borrower shall, in advance, direct the relevant insurers, reinsurers and Governmental Authorities, as applicable, to pay Loss Proceeds directly to the Collateral Agent as loss payee for deposit to the Loss Proceeds Account (and subject to the use of such proceeds by the Borrower in accordance with this Section7.04(EventofLoss7.04 (Event of Loss)). If Loss Proceeds are paid to the Borrower, such Loss Proceeds shall be received in trust, for the benefit of the Collateral Agent, shall be segregatedfromotherfundsoftheBorrower,andshallbeforthwithpaidovertotheCollateralAgentinthe same form as received (with any necessary endorsement) for deposit to the Loss Proceeds Account.

(c)UpontheoccurrenceofanyEventofLoss,theBorrowershallpromptlyrepairorremediate suchlossandcauseLossProceedsassociatedwiththelosstobeappliedtothepaymentofthecostsofrepair orrestorationoftheportionoftheProjectlostordamagedifandtotheextentrequiredinclauses(d)(d),(e)(e)or (f),(f),as applicable of this Section7.04(EventofLoss7.04 (Event of Loss) or, upon DOE’s prior written consent, reimburse the Borrower or Sponsor, as applicable, for any cost of repairs or remediation priortothe receipt of such Loss Proceeds paid using Equity Contributions; provided, that, in each case, DOE shall have (i) received from the Borrower a summary of the relevant Event of Loss, the basis for the Borrower's decision to repair or remediate and a remediation plan; and (ii) approved such remediation plan.

(d)WithrespecttotheNetAmountofanyLossProceedsnotfromaThresholdEventofLoss, the Borrower shall apply such amounts within ninety (90) days toward the repair or replacement of the affected assets except to the extent that the failure to use all or a portion of such proceeds toward repairor replacement would not reasonably be expected to (i) reduce the annualized production capacity of the Project; (ii) reduce net revenues from the sale of the Products; or (iii) to increase the operating costs with respect tothe Project,suchamountsmay betransferredtothe Revenue Account on thenext Payment Date for application in accordance with the Accounts Agreement, and DOE has received evidence, in form and substance satisfactory to it, of the foregoing.

(e)WithrespecttotheNetAmountofanyLossProceedsfromaThresholdEventofLoss,the Borrower shall undertake the relevant repairs and restoration, and apply the amounts from Loss Proceeds Account (or, upon DOE’s prior written consent, reimburse the Borrower or the Sponsor, as

applicable for anycostofrepairsorremediationpriortothereceiptofsuchlossProceedspaidusingEquityContributions) to pay the costs of the relevant repairs and restoration if, and only if, DOE determines, after consultation with the Independent Engineer, that:

(i)repair or replacement of the relevant portion of the Project is technically and economically feasible; and

(ii)theBorrowerisincompliancewithsuchotherconditionsandrequirementsasDOE shall consider appropriate in the circumstances.

(f)InrespectofanyEventofLossthat(i)doesnotconstituteaThresholdEventofLoss;or

(f) (ii) constitutes a Threshold Event of Loss for which DOE has consented to the repair and restoration in accordancewithclause(e)(e)above,theBorrowershall,onthetenth(10th)BusinessDayofeachmonthuntil such restoration and repair has been completed and the contractors performing such restoration or repair work have been paid in full, deliver to the Collateral Agent and DOE the following:

(i)adetailedsummaryoftheworkperformedinconnectionwithanysuchrestoration or repair during the preceding month and the itemized expenses that are then due and payable, togetherwithcopiesofallinvoices,conditional(uponpaymentonly)lienwaiversfromthe

(i) contractorsperformingsuchrestorationorrepairworkandotherinformationanddocuments reasonably requested by DOE with respect to such restoration or repair work; and

(ii)proposed Funds Withdrawal/Transfer Certificate directing the Collateral Agent to disburse to the contractors performing such restoration or repair work amounts constituting Loss Proceeds on deposit intheLoss Proceeds Account in the respective amountsthendue and payable to such contractors.

(g)Uponthecompletionofanysuchrestorationandrepairwork(asvalidatedinwritingbythe Independent Engineer), or if restoration and repair work is not undertaken pursuant to this Section7.04

(Event of Loss7.04 (Event of Loss), and to the extent that the Borrower has not delivered a Prepayment Election Notice in accordancewithSection3.05(c)(MandatoryPrepayments)3.05(c)(Mandatory Prepayments),DOEshallbeentitledtoinstructtheCollateral Agent to apply any amounts constituting Loss Proceeds on deposit in the Loss Proceeds Account to the prepayment of the Advances on the second (2nd) Business Day following receipt of such instructions, in accordance with Section 3.05(c)(Mandatory Prepayments3.05(c) (Mandatory Prepayments).

Section 49.Section7.05 FurtherAssurances;CreationandPerfectionofSecurityInterests.

(a)TheBorrowershallexecuteanddeliver,fromtimetotime,asreasonablyrequestedbyDOE ortheCollateral AgentattheBorrower'sexpense,suchotherdocumentsasshallbenecessaryor advisable orthatDOEandtheCollateralAgentmayreasonablyrequestinconnectionwiththerightsandremediesof DOE and the Collateral Agent granted or provided for by the Transaction Documents and to consummate the transactions contemplated therein.

(b)TheBorrowershall,atitsownexpense,takeallactionsthathavebeenorshallberequested by DOE, the Collateral Agent or that the Borrower knows are necessary to establish, maintain, protect, perfectandcontinuetheperfectionoftheFirstPriority(subjecttoPermittedLiens)securityinterestsofthe Secured Parties created by the Security Documents in all assets relating in any manner to the Project and shallfurnishtimelynoticeofthenecessityofanysuchaction,togetherwithsuchinstruments, inexecution form, and such other information as may be required or reasonably requested to enable any appropriate Secured Party to effect any such action.

Section 50.Section7.06 DiligentConstructionofProject;ApprovedConstructionChanges.

(a)The Borrower shall cause: the Project Completion Date to occur on or prior to the Project Completion Longstop Date within the Construction Budget.

(b)The Borrower shall construct and complete, or causeto be constructed and completed,the Project through Project Completion diligently in accordance with the Major Project Documents and the other Transaction Documents, all Required Approvals, the Project Milestone Schedule, Environmental Laws and the Construction Budget.

(c)The Borrower shall cause all Approved Construction Changes to be described in the applicable Construction Progress Report and, where applicable, reflectedin revised versions of the Project MilestoneSchedule, and the Construction Budget,asapplicable,and deliveredtoDOE in accordance with the terms hereof.

Section 51.Section7.07 ContractualRemedies.

(a)The Borrower shall diligently pursue all contractual remedies available to it to cause each Major Project Participant to comply with and conduct its property, business and operations in compliance withall Applicable Lawsthatareapplicabletotheactivitiesthatsuch Personcarries out under the Project; and

(b)The Borrower shall, and shall cause each Major Project Participant to, procure, maintain andcomplyinallmaterialrespectswithallRequiredApprovalsthatarerequiredforsuchPersontoperform its obligations under the Project Documents to which it is a party.

Section 52.Section7.08 Taxes,Duties,ExpensesandLiabilities.

(a)The Borrower shall pay or cause to be paid on or before the date payment is due: (i) all Taxes (including stamptaxes), Secured Party Expenses, or other fees payable onor in connection with the execution, issue, delivery, registration, or notarization,or forthe legality, validity, or enforceability, of the TransactionDocuments(otherthanthoseTaxesthatitiscontestinginaccordancewiththePermittedContest Conditions and Taxes imposed with respect to an assignment by FFB); provided, that, the Borrower shall

promptly pay or cause to be paid any valid, final judgment rendered upon the conclusion of any relevant Adverse Proceeding enforcing any Tax and cause it to be satisfied of record; and (ii) all claims, levies or liabilities (including claims for labor, services, materials and supplies) for sums that have become due and payableandthathaveor,ifunpaid,couldreasonablybeexpectedtobecomeaLien(otherthanaPermitted Lien) upon the property of the Borrower (or any part thereof).

(b)The Borrower shall file all tax returns required by Applicable Laws to be filed by it and shall pay or cause to be paid on or before the date payment is due (i) all income Taxes required to be paid byit;and(ii)allothermaterialTaxesandassessmentsrequiredtobepaidbyit(otherthanthoseTaxesthat it contests in accordance with the Permitted Contest Conditions).

(c)The Borrower shall comply with all requirements related to the receipt of tax credits or other relatedincentivebased program relatedtotaxes,if any, andshallprocure that notaxcredit recapture event or similar event occurs.

(d)The Borrower acknowledges and agrees that DOE’s execution and delivery of this Agreement, including the determination by DOE astowhether Project Costsare Eligible Project Costs,(i) does not prejudice or otherwise have any binding effect with regard to any determination by the Internal RevenueService,theU.S.DepartmentoftheTreasury,oracourtoflawastothetaxbasisoftheProjector any part thereof under the Code and (ii) does not constitute a determination regarding, and is unrelated to whether such Person or the Project has complied or will comply with, Federal tax law. The Borrower

acknowledges and agrees that such Person shall not use DOE’s execution and delivery of this Agreement, or documents generated by DOE during its consideration of the Application, to demonstrate or prove it complied with the requirements to claim a tax credit or other amount under the Internal Revenue Code in an administrative or judicial proceeding.

Section 53.Section7.09 PerformanceofObligations.

(a)The Borrower shall perform and observe all of its covenants and obligations contained in any Financing Document, any Required Approval or any Project Document (except with respect to any Project Document that is not a Major Project Document, to the extent that the failure to do so could not reasonably be expected to have Material Adverse Effect).

(b)The Borrower shall take all reasonable and necessary action to prevent the termination, suspension or cancellation of any Financing Document, any Required Approval or any Project Document (except with respect to any Project Document that is not a Major Project Document, to the extent that the failure to do so could not reasonably be expected to have Material Adverse Effect), except for (i) the expirationofanyFinancingDocument,anyRequiredApprovaloranyProjectDocumentinaccordancewith its terms and not as a result of a breach or default thereunder by the Borrower; and (ii) the termination or cancellation of any Project Document that the Borrower replaces as permitted herein.

(c)The Borrower shall enforce against the relevant Project Participant in accordance with PrudentIndustryPracticesandinaccordancewithitstermseachmaterialcovenantorobligationundereach ProjectDocumenttowhichsuchProjectParticipantisaparty(exceptwithrespecttoanyProjectDocument thatisnotaMajorProjectDocument,totheextentthatthefailuretodosocouldnotreasonablybeexpected to have Material Adverse Effect).

Section7.10Use of Proceeds. The Borrower shall use the proceeds of each Advance in accordance with Section2.04(e)(Disbursement of Proceeds2.04(e) (Disbursement of Proceeds) and the other terms and conditions of all applicable Financing Documents and not in contravention of any Applicable Law, Transaction Document orGovernmentalApproval.NeitherDOEnorFFBshallhaveanyresponsibilityastotheuseofanyproceeds of any Advance.

Section 54.Section7.11 Books,RecordsandInspections.

(a)TheBorrowershall:

(i)keep proper recordsand books ofaccount inwhichfull, trueand correct entries in accordancewiththeDesignatedStandardandallApplicableLawsaremadeinrespectofalldealing and transactions relating to the business and activities of the Borrower;

(ii)maintainadequateinternalcontrols,reportingsystems,ITSystemsandcostcontrol systems that are designed to ensure that the Borrower satisfies its obligations under the Financing Documents and:

(A)for overseeingthefinancialoperationsoftheBorrower,includingitscash management, accounting and financial reporting;

(B)for overseeing the Borrower's relationship with DOE and the Borrower's Accountant;

(C)forpromptlyidentifyinganyCostOverruns;

(D)formaintainingsuchrecordsasarenecessarytofacilitateaneffectiveand accurate audit and performance evaluation of the Project as required by the Program Requirements; and

(E)for compliance with securities, corporate and other Applicable Law regarding adoption of a code of ethics and auditor independence; and

(iii)record, store, maintain, and operate its records, systems, controls, data and information using means (including any electronic, mechanical or photographic process, whether computerizedornot)thatareunderitsexclusiveownershipanddirectcontrol(includingallmeans of access thereto and therefrom).

(b)TheBorrowershall:

(i)consultandcooperatewithSecuredPartiesandtheSecuredPartyAdvisor’s

(i) regardingtheProjectuponDOE'srequest;

(ii)permitofficersanddesignatedrepresentativesofSecuredParties,anyagentofany of the foregoing, and the Secured Party Advisors to visit and inspect the Project and any other facilities and properties of the Borrower;

(iii)providetoofficersanddesignatedrepresentatives of SecuredParties,anyagent of any of the foregoing, the Comptroller General and the Secured Party Advisors (A) access to any pertinent books, documents, papers and records of the Borrower for the purpose of audit, examination, inspection and monitoring upon reasonable notice and at reasonable times during normal business hours, to examine and discuss the affairs, finances and accounts of the Borrower with the representatives of the Borrower, and (B) such access rights as required by the Program Requirements,includingaccesstotheProjectSiteandancillaryfacilities(andallowingtheofficers and designated representatives of the Secured Parties and the Comptroller General to discuss the Borrower's andits subsidiaries'’affairs,finances and accounts withthe Borrower's officers)forthe purpose of monitoring the performance of the Project;

(iv)afford proper facilities for such inspections, and make copies (at the Borrower's expense) of any records that are subject to such inspection; and

(v)subjectto the Borrower's protection of confidential information and Trade Secrets described in Section7.02(b)(ProtectionofProjectIP7.02(b) (Protection of Project IP), make available all information related to the Project, including all patents, technology and proprietary rights owned or controlled by, or licensed to, the Borrower and utilized in the development, design, engineering, procurement, construction, starting-up, commissioning, operation or maintenance of the Project, as may be reasonablynecessaryinordertodeterminethetechnicalprogress,soundnessoffinancialcondition, management stability, compliance with Environmental Law, adequacy of health and safety conditions and all other matters with respect to the Project.

(c)TheBorrowershall:

(i)authorizetheBorrower'sAccountanttocommunicatedirectlywithDOE,FFBand the Comptroller General at any time regarding any Agreed-Upon Procedures Report and the Borrower'saccountsandoperationsrelatingthereto; provided,thatatanytimepriortoaDefault,a representative of the Borrower shall be provided reasonable opportunity to participate in such communication and shall be a copy to any formal written communication; and

(ii)in the event that the Borrower's Accountant should cease to be the accountants of the Borrower for any reason, promptly, but in any event no later than five (5) Business Days

after the occurrence thereof, notify DOE of such change in the Borrower's Accountant and the reason therefor, and the Borrower shall appoint and maintain another firm of independent public accountants that satisfy the conditions set forth herein to qualify as the Borrower's Accountant.

(d)TheBorrowershalldiscloseinwritingtoitsoutsideauditorsandauditcommitteeandshall promptly, but in any event no later than five (5) Business Days, provide copies thereof to DOE of:

(i)any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect its ability to record, process, summarize and report financial information; and

(ii)any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting.

(e)The Borrower shall promptly provide copies to DOE of any management letter or other material communication sent by the Borrower's Accountant (or any other accountants retained by the Borrower) to the Borrowerin relation to the Borrower's financial, accounting, management information or other systems, policies, management or accounts.

(f)The Borrower shall retain all records relating to expenditures incurred with respect to the Project with respect to which Advances were made until the latter of (i) the date that is five (5) years after the Advance was made with respect to such expenditure and (ii) the Project Completion Date.

Section 55.Section7.12 CompliancewithApplicableLaw.

(a)The Borrower shall comply with, and conduct its business, operations, assets, equipment, property, leaseholds, and other facilities in compliance with all Environmental Laws and all other Applicable Laws.

(b)TheBorrowershallcomplywithallapplicablerequirementsofallAnti-MoneyLaundering Law, and maintain proper operating and credit policies and procedures (including "know your customer"

and anti-money laundering policies) to ensure, inter alia, proper credit, risk and conflicts of interest management in connection therewith.

(c)The Borrower shall procure all Required Approvals at or prior to such time as they are required or necessary, maintain such Required Approvals, and comply in all material respects with all Required Approvals.

(d)The Borrower shall ensure that the Project is operated in compliance with the Mitigation Action Plan, in material compliance with all applicable Environmental Laws and in a manner that would not pose a hazard to public health or safety (including worker safety) or to the environment.

(e)TheBorrowershalltakeallnecessaryactionstoensurethatitisincompliancewithCFIUS at all times.

Section 7.13 Compliance with Program Requirements. The Borrower shall comply with all Program Requirements in connection with the Project.

Section 56.Section7.14 Accounts;CashDeposits.

(a)TheBorrowershallmaintain,orcausetobemaintained,infullforceandeffecteachofthe ProjectAccountsandamounts on depositthereinin accordancewith thetermsofthe Accounts Agreement and relevant Financing Documents.

(b)TheBorrowershallinstructeachPersonremittingcashtoorfortheaccountoftheBorrower to deposit such cash in accordance with the terms of the Accounts Agreement.

(c)The Borrower shall remit any amounts received by it or received by third parties on its behalftotheCollateralAgentfordepositinaccordancewiththetermsoftheAccountsAgreementandany applicable Direct Agreement.

Section 57.Section7.15 OfftakeContracts.

(a)TheBorrowershallenterintoadditionalOfftakeContractsonlywithDOE’spriorwritten

consent;and

(a)The Borrower shall enforce against the relevant Project Participant, in accordance with PrudentIndustryPracticesandinaccordancewithitstermseachmaterialcovenantorobligationundereach ProjectDocumenttowhichsuchProjectParticipantisaparty(exceptwithrespecttoanyProjectDocument thatisnotaMajorProjectDocument,totheextentthatthefailuretodosocouldnotreasonablybeexpected to have Material Adverse Effect).; and

(b)The Borrower shall maintain 70% of the then current production of the Project under OfftakeContracts,each(I)withaaninitialtermofatleastthree(3)yearsand,(II)withprovisions,onthewhole, atleastasbeneficialtotheBorrowerasOfftakeContractsineffectontheExecutionDate,and, in each case,(III)inform and substance acceptable to DOE.

Section7.16Feedstock Supply Plan. The Borrower shall enter into and maintain Feedstock SupplyContractsforthesupplyofrawmaterialsinaccordancewithPrudentIndustryPracticeorotherwise with DOE's prior written consent.

Section 58.Section7.17 Davis-BaconAct.

(a)TheBorrowershallcomply(andshallensurethateachDBAContractPartycomplies)with the Davis-Bacon Act Requirements.

(b)TheBorrowershallmaintainanElectronicCertifiedPayrollSystemaccessibletoDOEand the Borrower shall systematically review the certified weekly payroll records that the Borrower maintains foritsownlaborersandmechanicsandthosethatitreceivesforthelaborersandmechanicsofanyBorrower Entity and DBA Contract Party.

(c)The Borrower shall designate and identify to DOE a point of contact who will be responsible for ensuring compliance with the Davis-Bacon Act Requirements. This person will provide to DOE any information reasonably requested in support of DOE’s Davis-Bacon Act compliance monitoring efforts. The Borrower shall notify DOE in writing regarding a change to this contact person.

(d)TheBorrowershallpromptlynotifyDOEinwritingwhenitreceivesanycomplaintrelated to non-compliance with the Davis-Bacon Act, or discovers in the course of its systematic review of the certified payroll records an incident that the Borrower reasonably believes to be a case of such non- complianceandwhich,ineachcase,theBorrowercannotresolveonitsown,andshallforwardtoDOE

(i)thecomplaintorawrittensummaryofthenon-compliantincident;(ii)asummaryoftheBorrower’s

investigationintosuchcomplaintorsuchincident;and(iii)therelevantcertifiedpayrollrecords.

(e)CertifiedpayrollrecordsmaintainedbytheBorrowershallbepreservedforthree

(3)years after completion of work. The Borrower shall make such records available to DOE and DOL when necessary, and upon request, for purposes of an investigation or audit of compliance with prevailing wage requirements.CertifiedpayrollrecordsmaintainedbytheBorrowershallbeconsideredfederalgovernment records for the purposes of the Freedom of Information Act, 5 U.S.C. § 552. The Borrower shall provide such records to DOE within five (5) Business Days of receipt of any request for such records from DOE.

(f)The Borrower shall use commercially reasonable efforts to cause each DBA Compliance Matter Contractor to cure each applicable DBA Compliance Matter. Such efforts may be suspended while aDBAComplianceMatterContractoris,ingoodfaith,appealingaDOLdeterminationofnon-compliance..

(g)Within ten (10) Business Days after the end of each month prior to the resolution of any DBACompliance Matterthat has beenfullycuredtothesatisfaction of DOL orotherwise finallyresolved favorably to the Borrower or DBA Contract Party, the Borrower shall either:

(i)notify DOE of the specific details of each DBA Compliance Matter that has not been so cured or finally resolved, and describe the commercially reasonable efforts that it and the applicable DBA Compliance Matter Contractor have taken to cause the DBA Compliance Matter Contractorto comply withthe Davis-Bacon Act Requirementsthatarethe subjectof such dispute, or

(ii)notifyDOEthat theapplicableDBAComplianceMatter Contractor has appealed, and is diligently prosecuting such appeal in good faith, DOL’s determination that the DBA ComplianceMatterContractorhasfailedtocomplywiththeDavis-BaconActRequirementsgiving rise to such DBA Compliance Matter.

Section7.18Lobbying Restriction. The Borrower shall, and shall cause each other Borrower Entityto,complywithallrequirementsof31U.S.C.§ 1352,asamended,includingtherequirementthatno proceeds of any Advance be expended by the Borrower or any of its Affiliates to pay any Person for influencingorattemptingtoinfluenceanofficeroremployeeofanyfederalagency,amemberofthe

U.S.Congress, an officer or employee of the U.S. Congress, or an employee of a member of Congress in connectionwiththemakingoftheGuaranteedLoanoranyotheractiondescribedin31U.S.C.§1352(a)(2).

Section 59.Section7.19 CargoPreferenceAct.

(a)The Borrower shall comply with the Cargo Preference Act of 1954, as amended, and all related implementing regulations with respect to the Project, unless it has entered into an agreement with the United States Maritime Administration with respect to such compliance, in which case it shall comply with such agreement.

(b)Without limitingthe generality of the foregoing, andunless the Borrower has enteredinto an agreement withthe UnitedStates Maritime Administrationexcusingthem from the followingobligations, the Borrower shall deliver to DOE:

(i)no later than on each Quarterly Reporting Date, evidence that either (A) at least fifty percent (50%) of CPA Goods will be transported from each port of loading to the applicable port of unloading on privately owned U.S.-flag commercial vessels; or (B) privately owned U.S.- flag commercial vessels are not available to transport such amount of CPA Goods; and

(ii)promptly after delivery of any CPA Goods to the applicable carrier, but not later than the earlier of (A) the date of delivery thereof to the United States Maritime Administration; and

(B) (1) in the case of shipments originating outside of the United States, thirty (30) working days(assuchtermisusedin46C.F.R.381.7)or(2)inthecaseofshipmentsoriginatingwithinthe United States, twenty (20) days, in each case, following the date of loading any CPA Goods, a legiblecopyofarated,‘on-board’commercialoceanbill-of-ladinginEnglishforeachshipmentof CPA Goods.

Section7.20SAM Registration. The Borrower shall maintain its SAM database registration at all times.

Section 60.Section7.21 ERISA.

(a)The Borrower shall, and the Borrower shall cause its ERISA Affiliates to, maintain all Employee Benefit Plans that are presently in existence or may, from time to time, come into existence, in compliancewithtermsofanysuchEmployeeBenefitPlan,ERISA,theCodeandallotherApplicableLaws; and

(b)TheBorrowershall,andtheBorrowershallcauseitsERISAAffiliatesto,makeorcauseto bemadecontributionstoallEmployeeBenefit Plansinatimelymannerand,withrespecttoPensionPlans and Multiemployer Plans,in a sufficient amount to comply with the requirementsof Sections302 and 303 of ERISA and Sections 412 and 430 of the Code.

Section7.22Financial Covenants. The Borrower shall, as of each Calculation Date, (a) commencingontheCalculationDateimmediatelyfollowingCommercialOperationsDate,maintaina

HistoricalDebtServiceCoverageRatioofnolessthan1.10:1.00,(b)commencingontheCalculationDate immediately following Commercial Operations Date, maintain a Projected Debt Service Coverage Ratio (for each applicable calculation period occurring quarterly up to (and including) the Payment Date) of no less than 1.10:1.00, which, in each case, shall be calculated based on the Financial Statements that have been, or are required to have been, delivered by the Borrower pursuant to Section8.018.01(Financial Statements).

Section7.23 PublicAnnouncements.TheBorrowershallcoordinatewithDOEwithrespectto:

(a)anypublicannouncementsbyanyBorrowerEntityinconnectionwiththeGuaranteedLoan or the transactions contemplated by this Agreement or any other Financing Document;

(b)any subsequent public announcements by the Borrower in connection with material developments in respect of the Project; and

(c)thepublicannouncementofsatisfactionofanyProjectMilestones,

Section7.24BankruptcyRemoteness.TheBorrowershallensurethatitremainsabankruptcy- remote,single-purposeentityatalltimesandshalldoallthingsnecessarytomaintainitscorporateexistence separate and apart from any other Borrower Entity.

Section 61.Section7.25 ProhibitedPersons.

(a)IfanyPrincipalPersonoftheBorrowerbecomes(whetherthroughatransferorotherwise) a Prohibited Person, the Borrower shall remove or replace such Principal Person with a person or entity reasonablyacceptabletoDOEwithinthirty(30)daysfromthe datethattheBorrowerkneworshouldhave known that such Principal Person became a Prohibited Person.

(b)If any Borrower Entity (other than the Borrower) or any Major Project Participant or any oftheirrespectivePrincipalPersonsbecomes(whetherthroughatransferorotherwise)aProhibitedPerson, withinthirty(30)daysofobtainingactualknowledgethat suchPersonhasbecomeaProhibitedPerson,the Borrower shall engage and continue to engage in good faith discussions with DOE regarding the removal or replacement of such Person or, if such removal or replacement is not reasonably feasible, the implementation of other mitigation measures.

(c)The internal management and accounting practices and controls of each Borrower Entity shallatalltimesbeadequatetoensurethateachBorrowerEntityandeachPrincipalPersonthereof

(i)does notbecomeaProhibitedPerson;and(ii)complieswithallapplicableInternationalComplianceDirectives.

Section 62.Section7.26 InternationalComplianceDirectives.

(a)TheBorrowershallcomplywithallInternationalComplianceDirectives.

(b)IfanyPrincipalPersonoftheBorrowerfailstocomplywithanyInternationalCompliance Directive, the Borrower shall remove or replace such Principal Person with a person or entity reasonably acceptable to DOE within thirty (30) days from the date that the Borrower knew or should have known of such violation; provided, that, in the case where a Principal Person fails to comply with any International Compliance Directive, such removal or replacement by the Borrower pursuant to this Section7.26(b)7.26(b)(International Compliance Directives) shall occur only to the extent permitted by applicable Sanctions or otherwise authorized by OFAC.

(c)If any Borrower Entity (other than the Borrower) or any Major Project Participant or any oftheirrespectivePrincipalPersonsfailstocomplywithanyapplicableInternationalComplianceDirective,

(c) the Borrower shall, within thirty (30) days of obtaining actual knowledge that such Person has so failed to comply, engage and continue to engage in good faith discussions with DOE regarding the removal or replacementofsuchPersonor,ifsuchremovalor replacementisnotreasonablyfeasible,theimplementation of other mitigation measures.

Section 63.Section7.27 OperatingPlan;Operations.

(a)The Borrower shall cause the Project, or such portions of the Project that have begun commercialoperations,tooperateinallmaterialrespectspursuanttotheOperatingPlanthenineffect.The Borrower shall conduct the operations of the Project in accordance, in all material respects, with the

FinancingDocumentsandtheMajorProjectDocuments,theOperatingPlan,theBusinessContinuityPlan, the O&M Budget, Applicable Law, any applicable Required Approvals, and Prudent Industry Practice.

(b)The Borrower shall own, maintain, repair and replace (or cause to be owned, maintained, repairedandreplaced)allequipment,spareparts,andinventoryreasonablynecessaryfortheoperationand maintenance of the Project in all material respects in accordance with the Financing Documents and the Major Project Documents, the Operating Plan, the Business Continuity Plan, Applicable Law, any other applicable Required Approvals and Prudent Industry Practice.

(c)The Borrower shall maintain, or cause to be maintained, at Project Site a complete set of plans and specifications for the Project.

Section 64.Section7.28 O&MBudget.

(a)SubmissionandApprovalofO&MBudget

(i)No later than: (A) sixty (60) days prior to the achievement of the Commercial OperationsDate;and(B)nolaterthansixty(60)dayspriortothebeginningofeachFiscalYearof the Borrower, the Borrower shall prepare and submit for approval to DOE, with a copy to the Independent Engineer, the proposed O&M Budget for the succeeding Fiscal Year. Each such proposed O&M Budget shall be consistent with the Base Case Financial Model being submitted concurrently to DOE for approval in accordance with Section8.02(a)(Annual Reports8.02(a) (Annual Reports) and shall beaccompaniedbyacertificationofaResponsibleOfficeroftheBorrowerthat,tothebestofsuch Responsible Officer's Knowledge, such proposed O&M Budget is a reasonable estimate for the period covered thereby and is in

compliance with the requirements of this Section7.287.28(O&M BudgetO&M Budget). DOE shall approve or reject in writing all or any portion of a proposed O&M Budget. If DOE does not approve all or portions of an O&M Budget, DOE shall advise the Borrower of the items that are rejected and the reason or reasons therefor.

(ii)EachproposedO&MBudgetapprovedbyDOEshallbecomeeffectiveonthelater of (A)the first (1st) day of the relevant Fiscal Year; and (B) the date DOE advises the Borrower that DOE has approved such O&M Budget.

(iii)IfanypartofaproposedO&MBudgetisrejected,theBorrowershallcomplywith all approved items of such proposed O&M Budget. With respect to those items of any proposed O&M Budget that are not approved, the Borrower and DOE shall continue to consult regarding suchitemsingoodfaith,duringwhichtimetheO&MBudgetfortheprecedingFiscalYearrelated to suchitems shall beapplicable and shall forall purposesofthis Agreement bedeemedto be part of the approved O&M Budget for the preceding Fiscal Year until such time as such items for the current Fiscal Year have been approved in writing by DOE.

(iv)Each proposed O&M Budget submitted pursuant to this Section7.287.28(O&M

O&M BudgetBudget) shall:

(A)be prepared in good faith on the basis of all facts and circumstances then existing and known to the Borrower, and assumptions that the Borrower believes to be reasonable as to allfactualand legalmattersmaterial to such estimates (which shall be set forth in reasonable detail in the O&M Budget), and reflect the Borrower's best estimate of the future revenues and expenditures to be received or incurred by the Borrower;

(B)bebasedonthesameformatandmaintainedsubstantiallyonthesamebasis as, and provide sufficient detail to permit a meaningful comparison to, the O&M Budgets for the previous Fiscal Years; and

(C)includethefollowing:

(1)fairandgoodfaithreasonableestimatesofOperatingRevenues,Operating Costs (on an individual line-item basis), Debt Service and Capital Expenditures for each period covered by such O&M Budget;

(2)a summary of the Project's major maintenance schedule to the end of the then-current long-term major maintenance cycle (and related scheduled outages), and the Borrower's fair and good faith reasonable estimates of any Capital Expenditures during suchmaintenancecycle,orthatareotherwiseexpectedtobeincurredinthesucceedingfive

(2) (5) years, and the envisioned effect of any contemplated major maintenance activities or Capital Expenditures on the Project's operations, which shall be consistent with the Base Case Financial Model being submitted concurrently to DOE for approval in accordance with Section 8.02(a)(Annual Reports8.02(a) (Annual Reports); and

(3)suchotherinformationasmaybereasonablyrequestedbyDOE.

DOE.

(b)AmendmentstoO&MBudget.IfatanytimeduringanyFiscalYear,OperatingCoststobe paidduringthebalanceofsuchFiscalYearexceedorcouldreasonablybeexpectedtoexceedthelimitations set forth in Section7.28(a)7.28(a)(Submission and Approval of O&M Budget), the Borrower shall deliver a proposed amendment to the then-current O&M Budget to DOE and the Independent Engineer

describing the purpose of such amendment and certifying that such amendment is reasonably necessary or advisable forthe operationandmaintenance oftheProject. Suchproposed amendment shall become effective onthe date approved by DOE and, until such proposed amendment is approved, the Borrower shall comply with the approved O&M Budget (subject to the allowance provisions of this Section7.28(O&M Budget7.28 (O&M Budget)) until the proposed amendment is approved by DOE.

Section 65.Section7.29 AcceptanceandStart-upTesting.

(a)TheBorrowershallconsultwithandprovide,orcausetobeprovided,reasonablenoticeto DOE and the Independent Engineer regarding provisions related to start-up and testing of the Project and equipment pursuant to the Construction Contracts and the Operating Contracts.

(b)The Borrower shall provide the Independent Engineer with the opportunity to observe the start-up and testing of the Project.

(c)TheBorrowershallattherequestofDOE,promptly,butinanyeventnolaterthanfive(5) Business Days, provide DOE and the Independent Engineer with any data or reports received by the Borrower in connection with any of the start-up testing of the Project.

Section7.30ProcessAgent.TheBorrowershallprocurethateachMajorProjectParticipantthat is non-U.S.domiciled executes and keeps effective a process agency agreement in form and substance acceptabletotheDOEthat,ineachcase,expiresnosoonerthanthesoonerof(a)thedatethatissixmonths

following the Maturity Date and (b) the date that is six months following the corresponding Major Project Document.

Section7.31MFN. The Borrower shall provide DOE with a true and complete copy of any financing arrangement (including, without limitation, loan agreements, inventory financing arrangements, sale and leaseback arrangements, asset financing arrangements, indenture, note purchase agreements, hedging arrangements) entered into after the date hereof. If such financing arrangement has the effect of establishing rights or otherwise benefiting the lender, financier, purchaser, investor, hedge counterparty or direct or indirect shareholder in such financing arrangement in a manner more favorable in any material respectthantherightsandbenefitsestablishedinfavoroftheDOEhereundertheDOEshallhavetheright toelectanyorallofsuchrightsandbenefitsbywrittennoticetotheBorrowerwithinfortyfive(45)calendar days of receipt thereof.

Section7.32Know Your Customer Information. The Borrower shall provide DOE any informationreasonablyrequestedbyDOEunderorinconnectionwithInternationalComplianceDirectives and Anti-Money Laundering Laws, including in connection with entry into any Additional Project Documents, including in connection with entry into any Additional Major Project Documents.

Section7.33BNSF Consent. The Borrower shall deliver to DOE within sixty (60) days of the Execution Date:

(i)adulyexecutedBNSFConsent;

(ii)theSubleaseholdMortgage;

(iii)theBNSFSiteMapinaformacceptabletoDOEandtheTitleCompanyfor issuance of the Subleasehold Policy; and

(iv)theSubleaseholdPolicy.

Section7.34 OfftakeContracts.TheBorrowershallprovidenoticetoDOEnotlaterthansixty

(60)dayspriortothelastdate(a“TerminationDate”)onwhichtheBorrowerhastherighttoprovidenotice

ofnon-renewalforanyof:

(a)(A) theOfftakeContractwithShellTrading(US)CompanydatedMarch21,2024;

(b)(B) theOfftakeContractwithShellTrading(US)CompanydatedJune

29,2022;

(c)(C) theOfftakeContractwithPhillips66CompanydatedMay16,

2022;or

(d)(D) theOfftakeContractwithPhillips66CompanydatedSeptember9,

2022;

ineachcase,beforeanysuchOfftakeContractautomaticallyrenews.Followingthedeliveryofany such notice and prior to the applicable Termination Date, DOE and Borrower shall confer on the Borrower’s strategy for Offtake Contracts generally and such Offtake Contract specifically. Thereafter, if DOE so instructs in writing at least five (5) Business Days prior to any Termination Date, the Borrower shall provide notice of non- renewalnonrenewalfor the applicable Offtake Contract on or priortotheapplicableTerminationDate.Fortheavoidanceofdoubt,nothinginthis

provisionshall impair or limit the restrictions on the Borrower and DOE’s consent rights set forth in Section 9.01 including, without limitation, restrictions on amending, modifying, supplementing, further renewingorextendingthetermof,orconsentingtoorwaivinganyrightwithrespecttosuchOfftake Contract or entering into additional Offtake Contracts, in each case, without DOE’s prior written consent.

ARTICLEVIII

INFORMATIONCOVENANTS

TheBorrowerherebyagreesthatuntiltheReleaseDate:

Section8.01Financial Statements. At its own expense, the Borrower shall furnish or cause to befurnishedtoDOEbyanAcceptableDeliveryMethod(unlessotherwisenoted),andifrequestedbyFFB or DOE on behalf of FFB, to FFB by email to FFB_Admin@treasury.gov, with a reproduction of the signatures where required, the following items:

(a)Annual Financial Statements. With respect to the Borrower, any Sponsor (other than Warburg Pincus), and Direct Parent, and any Person(s) providing the Phase 2 Equity Instrument as soon as available, but in any event within sixty (60) days (for the Calumet Parent) and ninety (90) days for all other such Persons following such Person’s Fiscal Year end:

(i)auditedFinancialStatementsofsuchBorrowerEntityforsuchFiscalYear(whether consolidated or on an individual basis);

(ii)each Compliance Certificate required by Section 8.01(c)(Compliance

8.01(c) (Compliance CertificatesCertificates); and

(iii)a report on such Financial Statements of the Accountant for such Person,

which report shall:

(A)beunqualifiedastogoingconcernandscopeofaudit;

(B)subject to changes in professional auditing standards from time to time, containastatementtotheeffectthatsuchFinancialStatementsfairlypresent,inallmaterial respects, the consolidated financial condition of such Borrower Entity, as applicable, and its Subsidiaries as at the dates indicated and the results of their operations and their cash flowsfortheperiodindicatedinconformitywiththeDesignatedStandardappliedonabasis consistent with prior years (except as otherwise disclosed in such Financial Statements);

(C)state that the examination by the Borrower‘sBorrower'sAccountant or Borrower Entity’s Account, as applicable, in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; and

(D)includeanupdatedassetregisterlistinganddescribingthenetbookvalues of all tangible assets related to the Project and any other asset constituting Collateral, including inventory, plant, property and equipment as derived from the Borrower’s Accountant worksheet to the audited Financial Statements of the Borrower.

(b)QuarterlyFinancialStatements.WithrespecttotheBorrowerandCalumetParent,assoon as available, but in any event within forty-five (45)days following the end of each fiscal quarter of such Person’s Fiscal Year:

(i)unauditedFinancialStatementsofsuchPersonforsuchFiscalQuarter,whichshall exclude notes thereto for the Borrower;

(ii)each Compliance Certificate required by Section 8.01(c)(Compliance

8.01(c) (Compliance CertificatesCertificates); and

(iii)suchotherevidenceasmayberequiredbyDOEtodemonstratesuchPerson’s

(iii) compliancewithSection7.22(FinancialCovenants)of the Sponsor Support Agreement.

(c)Compliance Certificates. Concurrently with any delivery of Financial Statements or other information pursuant to any of Sections8.01(a)(Annual Financial Statements8.01(a) (Annual Financial Statements) through (c)(c)(Compliance Certificates), a certificate (a "Compliance Certificate") of a Financial Officer of the relevant Borrower Entity substantially in the form of the document attached as ExhibitI(Form of Compliance Certificate) hereto, which certificate shall:

(i)certify that no Default or Event of Default has occurred, or, if such certification cannot be made, the nature and period of existence of such Default or Event of Default and what corrective action such Borrower Entity has taken or proposes to take with respect thereto;

(ii)set forth computations in reasonable detail satisfactory to DOE demonstrating whether or not: (A) in the case of the Borrower, it is in compliance with Section7.227.22(Financial Covenants); and

(iii)in the case of each Compliance Certificate delivered concurrently with annual Financial Statements pursuant to Section 8.01(a)(Annual Financial Statements8.01(a) (Annual Financial Statements):

(A)certify that such Financial Statements fairly present, in all material respects, the financial condition of such Borrower Entity as at the dates indicated and the results of its operations and its cash flows for the periods indicated, in each case in conformity with the Designated Standard applied on a basis consistent with prior years;

(B)eitherconfirmthattherehasbeennomaterialchangeintheinformationset forth in the Schedules attached hereto since the date thereof or the date of the most recent certificate delivered pursuant to this Section8.018.01(Financial Statements) or, if such confirmation cannot be made, identify such changes; and

(C)containawrittenstatementstatinganymaterialchanges,ifany,withinthe Designated Standard used to prepare the applicable Financial Statements or in the application thereof since the date of the previous certification and describing the effect of any such changes on such Financial Statements accompanying such certificate.

Section8.02Reports.Atitsownexpense,theBorrowershallfurnishorcausetobefurnishedto DOE by an Acceptable Delivery Method, and, if requested by FFB or DOE on behalf of FFB, to FFB by facsimile, with a reproduction of the signatures where required, the following items, in each case, in form and substance satisfactory to DOE:

(a)AnnualReports.WithrespecttoeachFiscalYearoftheBorrower:

(i)no later than the date falling forty-five (45) days prior to the end of such Fiscal Year (such date, an "Annual Reporting Date"), an omnibus annual report (each, an "Omnibus Annual Report") of a Responsible Officer of the Borrower, substantially in the form attached as ExhibitJ(FormofAnnualCertificate)hereto,settingforththefollowingandincludingallmaterial calculations and assumptions used to generate the information provided therein, together, if applicable,withacomparisonmarkedtoreflectchangesascomparedtothecontentsoftheOmnibus Annual Report delivered to the DOE for the immediately preceding year:

(A)an updated O&M Budget and Operating Plan for the immediately subsequent four (4) FiscalQuarterspreparedandapprovedinaccordancewith,andwithin the time frames specified in, Section7.28(O&M Budget7.28 (O&M Budget), accompanied by a report on the

(A) past twelve (12) months of production of the Facilities; Operating Costs and Capital Expenditures and a forecast of anticipated Capital Expenditures for the immediately subsequent four (4) Fiscal Quarters;

(B)(I) a certificate from the chief financial officer or similar officer of the BorrowerthattherehavebeennomaterialchangestotheBaseCaseFinancialModelorthe assumptions thereinfrom the Base Case Financial Model thenineffect; or (II) aproposed updatetotheBaseCaseFinancialModel,togetherwithacertificatefromthechieffinancial officer or similar officer of the Borrower that includes a written explanation from the Borrower of all variances from the Base Case Financial Model then in effect.

(C)theSafetyReport,substantiallyintheform attached heretoas ScheduleR(Form of Safety Report), with respect to the Safety Audit for such Fiscal Year;

(D)asalesandmarketingplan,intheformattachedheretoasSchedule8.02(a)(Sales and Marketing Plan), together with a report setting out the status of offtake arrangements,eachofwhichwillbeinformandsubstancereasonablysatisfactorytoDOE (the “Sales and Marketing Plan”)

(ii)nolaterthanthedatefallingsixty(60)daysfollowingtheendofsuchFiscal

Year:

(A) , anupdatedversionsoftheOfftakePlan,MajorMaintenancePlanandtheBusinessContinuityPlan, in each case, together with a report setting out changes as compared to the contents of the then-approvedthen- approvedplans, each of which will be in form and substance reasonably satisfactory to DOE; and

(iii)suchotherinformationasDOEmayrequest.

(b)QuarterlyCertificate.WithrespecttoeachFiscalQuarteroftheBorrower,nolaterthanthe date on which the quarterly unaudited Financial Statements are delivered pursuant to Section8.01(b)(8.01(b) (QuarterlyFinancialStatements)(suchdate,a"QuarterlyReportingDate"),aquarterlycertificate(each, a "Quarterly Certificate")of a Responsible Officer of the Borrower, substantially in the form attached as Exhibit K(Form of Quarterly Certificate) hereto and in form and substance satisfactory to DOE, setting forththefollowingandincludingallmaterialcalculationsandassumptionsusedtogeneratetheinformation provided therein:

(i)the financial performance of the Project for immediately preceding Fiscal Quarter and for the Fiscal Year to date, together with a comparison of:

(A)for any Quarterly Certificate in respect of any Fiscal Quarter beginning priortotheSubstantialCompletionDate,ProjectCostsactuallyincurredduringsuchFiscal Quarter against the amounts set forth for such period in the then-applicable Construction Budgetandananalysisoftheconstructioncostvariances,ifany,relatingtotheProjectand the Borrower's suggested approach and solution to manage any Cost Overruns; and

(B)foranyQuarterlyCertificateinrespectofanyFiscalQuarterbeginningon or following the Substantial Completion Date, Operating Costs actually incurred during such Fiscal Quarter against the amounts set forth for such period in the then-applicable O&M Budget and an analysis of cost variances, if any, compared to the then-applicable O&MBudgetrelatingtotheProjectandtheBorrower'ssuggestedapproachandsolutionto manage any Cost Overruns;

(ii)a progress report as against the Sales and Marketing Plan delivered under the Omnibus Annual Report;

(iii)summary of details of any material discussions with any potential offtaker of the Product, including any milestones to achieving qualification of the Product with such offtaker;

(iv)withrespect toany Quarterly Certificate required tobedeliveredin respect of any Fiscal Quarter beginning prior to the Project Completion Date:

(A)certificationbytheBorroweroftheachievementofanyProjectMilestones with respect to the Project during the immediately preceding Fiscal Quarter, together with evidence, satisfactory to DOE, that such Project Milestones have been achieved (unless suchinformationwassubjecttoanAdvanceRequest);itbeingunderstoodthat,intheevent that the Borrower anticipates, for whatever reason, the failure to achieve any projected Project Milestones, a description of the reasons for such anticipated failure shall also be disclosed; and

(B)certification by the Borrower that the proceeds of the Advances for such FiscalQuarterwereusedtoreimbursetheBorrowerforEligibleProjectCostsincurredand paid or were used by the Borrower to pay for such Eligible Project Costs incurred and invoiced, or, if not yet incurred or paid, are reasonably anticipated to be incurredand paid no later than ninety (90) days after the relevant Advance Date; and

(v)ashort-formreport,on theBorrower’srollingtwelve(12)month projectionswith

(v) respecttocompliancewiththethen-currentOfftakePlanandFeedstockSupplyPlan.

(c)LaborReportingandJustice40InitiativeReportingRequirements.TheBorrowershall deliver to DOE:

(i)(A) nolaterthanoneachQuarterlyReportingDateoccurringonorpriortotheProject Completion Date and on the Project Completion Date,a construction workforce report inthe form of Exhibit L(Form of Construction Workforce Report);

(ii)(B) no laterthan(I) on or priortoeachQuarterly Reporting Date occurringonorafter the Commercial Operations Date; until the Project Completion Date, and (II) on each Annual Reporting Date occurring on or after the Project Completion Date, an operations and maintenance workforce report in the form of ExhibitM(Form of Operations and Maintenance Workforce Report); and

(iii)(C) no later than ninety (90) days after the end of each Fiscal Year of the Borrower, a Community Benefits Plan and Justice40 Annual Report in the form of Exhibit N (Form of CommunityBenefitsPlanandJustice40AnnualReport)(each,a"CommunityBenefitsPlanand Justice40 Annual Report"); and

(iv)(ii) suchotherinformationasDOEmayrequest.

(d)MonthlyCertificate.Withinfifteen(15)BusinessDaysaftertheendofeachmonth:

(i)a monthly report, accompanied by an Officer's Certificate of the Borrower substantially in the form of ExhibitO(Form of Monthly Certificate), which report shall include a reconciliation statement (which may be presented via a management ledger) that sets forth any expenditure for any line item in the O&M Budget in excess of such line item and any reallocation from one line item to another in the O&M Budget;

(ii)priortotheProjectCompletionDate,aConstructionProgressReport,accompanied byanOfficer'sCertificateoftheBorrowersubstantiallyintheformof ExhibitP(FormofMonthly Construction Progress Report), setting forth:

(A)updatestotheProjectMilestoneSchedule,IntegratedSchedule and Spending Plan and key personnel;

(B)areportdemonstratingcontributionsanduseofBaseEquityCommitments in accordance with the Construction Budget and the Base Case Financial Model;

(iii)afterSubstantialCompletion,operatingreports,informandsubstancesatisfactory toDOE,regardingtheoperatingperformanceandmaintenanceoftheProject(includingdescription of operating performance and maintenance of the Project and updates to key personnel), governmental and environmental compliance reports;and

(v)a major maintenance report, accompanied by an Officer’s Certificate of the Borrower settingforththecalculationoftheMajorMaintenanceFundingRequirement (asdefined in the Accounts Agreement); and

(vi)(iv) addressingsuchothermattersasDOEmayrequest.

(e)EnvironmentalReport.

(i)PriortotheProjectCompletionDate,withintwenty(20)BusinessDaysaftereach FiscalQuarterofeachofsucheachFiscalYear,and(ii)fromandaftertheProjectCompletionDate, within twenty (20) Business Days after each of June 30 and December31 of each Fiscal Year, the Borrower shall deliver to DOE a report on the Project’s compliance with all applicable EnvironmentalLawsandtheMitigationActionPlanduringtheapplicablereportingperiodinform and substance satisfactory to DOE acting reasonably, which report shall: (A) summarize: (1) the Project's compliance with applicable Environmental Laws, the Mitigation Action Plan and the environmental requirements set forth in this Agreement during such Fiscal Year including, for the avoidance of doubt, a document that lists all Required Approvals required under applicable EnvironmentalLaws,identifiesanychangestosuchRequiredApprovals,andtrackstheassociated reportingrequirementsunderapplicableEnvironmentalLawsforconstructionandoperationofthe Project, any changes to such Required Approvals, any changes to the status of the information confirmedbytheBorrowerpursuanttotherepresentationssetforthinSection6.246.24(Environmental Laws) or project changes that are beyond the scope of the Environmental Assessment set forth in Section5.01(ff)(5.01(ff) (Environmental Review), any Environmental

Claims or notices delivered to DOE byBorrowerduringtheapplicablereportingperiod,andinformationreasonablyrequestedbyDOE; and (2) any change to the status of the information confirmed by the Borrower pursuant to the representation set forth in Section6.246.24(Environmental Laws) or project changes that are beyond the scope of Sections 5.01(ff)5.01(ff)(Environmental Review), and 5.01(ee)Section 5.01(dd)(Lobbying Certification) a summary of any environmental claims or notices delivered to DOE pursuant to Section5.01(ff)5.01(ff)(Environmental Review), during the reporting period; and (B) contain, or be supplemented with, any information reasonably requested by DOE. The reports completed for the reporting period ending onDecember31 of each Fiscal Year shall include a section specific tothe reporting period, including an annual summary of all the reports completed for the Fiscal Year.

(ii)NotlessfrequentlythanonceeachFiscalYear,theBorrowershallconductaSafety Audit.EachsuchSafetyAuditshallresultinthepreparationofaSafetyReportwithrespectthereto whichshallbedeliveredtoDOEwithintwenty(20)BusinessDaysfollowingDecember 31ofeach FiscalYearfollowingtheExecutionDate.TheBorrowershallprovideforthepromptcorrectionof

(ii) anydeficienciesidentifiedinsuchsafetyauditandfortheoperationandmaintenanceoftheProject in accordance with any recommendations set forth therein.

(iii)As required by DOE, an environmental report, including any and all Phase I or Phase II Environmental Assessments relating to the Real Property within the Project Site when prepared for the Borrower or any third party (so long as the Borrower has the right to obtain any such Phase I or Phase II Environmental Assessment prepared for a third party).

Section8.03Notices.Promptly,butinanyeventwithinfive(5)BusinessDays(unlessotherwise setoutbelow),afterany Borrower Entityobtains Knowledgethereoforinformation pertainingthereto,the Borrower shall furnish or cause to be furnished to DOE, at the Borrower's expense, by an Acceptable Delivery Method, and if requested by FFB or DOE on behalf of FFB, to FFB by email to FFB_Admin@treasury.gov,with a reproduction of the signatures where required, written notice of the following items:

(a)any event that constitutes a Default or Event of Default, specifying the nature thereof, together with a certificate of a Responsible Officer of the Borrower indicating the steps the Borrower has taken or proposes to take to remedy the same;

(b)theoccurrenceofanyMandatoryPrepaymentEvent;

(c)anymanagementletterorothermaterialcommunicationsreceivedbyanyBorrowerEntity from such Borrower Entity’s Accountant in relation to its financial, accounting and other systems, management or accounts or the Project;

(d)any event or change in circumstance that impacts, or reasonably could impact, the then-currentthen- currentBaseCaseFinancialModel,includinganycalculationorassumptionsetouttherein,togetherwitha proposed update to such Base Case Financial Model; provided, that such proposed update shall be agreed and approved by DOE in accordance with Section 5.01(i)(Base Case Financial Model5.01(i) (Base Case Financial Model);

(e)anychangetotheboardofdirectorsofanyBorrowerEntity;

(f)anyrejectedshipmentoforwarrantyclaimsforProductsfromtheProject;

(g)anymatterthathasresultedorcouldreasonablybeexpectedtoresultinaMaterialAdverse Effect, including to the extent that it could result in a Material Adverse Effect:

(i)breach or non-performance of, or any default under, a Contractual Obligation of any Borrower Entity;

(ii)any dispute, litigation, investigation, proceeding or suspension between any Borrower and any Governmental Authority;

(iii)thecommencementof,oranymaterialdevelopmentin,anylitigationorproceeding affecting any Borrower Entity, including pursuant to any applicable Environmental Laws; or

(iv)any actual or proposed termination, rescission, discharge (otherwise than by performance),amendment,supplement,modification,waiverorindulgenceorbreachofanyProject Document, Governmental Approval or Required Approval;

(h)notlessthantwelve(12)monthspriortoexpirationoranticipatedterminationofanyMajor OfftakeContract,notificationofsuchexpirationortermination,togetherwithawrittenplanforreplacement of such Major Offtake Contract and revenues generated thereunder.

(i)theoccurrenceofanyERISAEvent;

(j)any written formal or informal environmental notices, orders, decisions, directives or determinations submitted by any Governmental Authority to the Borrower, including any violations or potential violations of Environmental Law identified in writing by such Governmental Authority together with a report setting out remedial action or proposed remedial action taken with respect thereto;

(k)anyaccidentrelatedtotheProjecthavingamaterialandadverseimpactontheenvironment oronhumanhealth(includinganysuchaccidentresultinginseriousinjuryorthelossoflife),includingany discovery of the presence of Hazardous Substances at the Project Site, or Releaseor threatened Release or threatened Release on, under, at or through the Project Site required to be reported to any federal, state or local Governmental Authority under any applicable Environmental Law;

(l)any Adverse Proceeding pending or threatened against or affecting any Borrower Entity (otherthanaPassiveSponsor),anyoftheirrespectivepropertyoranyotherthirdpartythatcouldreasonably be expected to impact the Project:

(i)thathashadorcouldreasonablybeexpectedtohaveaMaterialAdverseEffect;

Effect;

(ii)thatseeksdamagesinexcessofonemillionDollars($1,000,000);

(iii)that seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby;

(iv)that arises in respect of any Indebtedness that, in each case, has an aggregate principal amount of at least one million Dollars ($1,000,000) (in the case of any Borrower Entity other than a Sponsors) or five million Dollars ($5,000,000) (in the case of a Sponsor other than a Passive Sponsor);

(v)whereanyGovernmentalAuthorityallegessubstantialcriminalmisconductbyany Borrower Entity or its Affiliates; or

(vi)if related to the Project, where any Governmental Authority alleges any criminal misconductbyanyoftherelevantPerson,andanymaterialdevelopmentswithrespecttoanyofthe foregoing;

(m)anyactualorproposedtermination,rescission,discharge(otherwisethanbyperformance), amendment, supplement, modification, waiver or breach of:

(i)anyMajorProjectDocumentorRequiredApproval;or

(ii)any other Project Document or other Governmental Approval if such action in respect of such other Project Document or other Governmental Approval has had or could reasonably be expected to have a Material Adverse Effect on the Borrower or the Project;

(n)any information that representations made with respect to Debarment Regulations were erroneous when made or have become erroneous by reason of changed circumstances;

(o)theoccurrenceofanyEmergency;

(p)anychangeintheinformationprovidedpriortothedatehereofthatwouldresultinachange to the KYC Requirements or KYC Parties;

(q)assoonaspracticableandnolaterthanfortyeight(48)hoursfromobtainingknowledgeof an event or accident that results in serious injury or loss of life, and with respect to any such event or accident, provide DOE with a root cause analysis no later than 30 days from such event.

Section8.04Other Information. Atitsownexpense, the Borrowershall furnish or cause to be furnished to DOE by an Acceptable DeliveryMethod,and, ifrequested by FFBorDOE on behalfof FFB, to FFB by email to FFB_Admin@treasury.gov, with a reproduction of the signatures where required, the following items:

(a)ProjectDocuments.WithoutlimitingArticle IX(Negative CovenantsArticle IX (Negative Covenants),assoonasavailable, but in no event later than ten (10) Business Days after the execution thereof the Borrower shall furnish copies of any Project Document obtained, amendedor entered into by the Borrower after the Execution Date, and .

(a)with respect to the entry into by the Borrower of any Major Project Document, unless otherwise instructed by DOE, the Borrower shall deliver to DOE, concurrently with delivery of suchacopythereof required by Section 8.04(a) above:

(i)an executed consent agreement between the Borrower and DOE, in form and substance acceptable to DOE;

(ii)(i) acustomarylegalopinion(addressedtotheSecuredParties)fromexternalcounsel qualified in the jurisdiction of organization of each counterparty thereto, and, if different, in the jurisdiction whose law governs such Major Project Document, in form and substance satisfactory to DOE; and

(iii)(ii) a fully executed Direct Agreement with the Major Project Participant thereunder, in form and substance satisfactory to DOE and subject only to countersignature by the Collateral Agent.

(b)withrespecttoanymaterialamendment(inthesolejudgementofDOE)ofaMajorProject Document, unless otherwise instructed by DOE, the Borrower shall deliver to DOE, concurrently with delivery of a copy thereof required by Section 8.04(a) above:

(i)an executed consent agreement between the Borrower and DOE, in form and substance acceptable to DOE; and

(ii)acustomarylegalopinion(addressedtotheSecuredParties)fromexternalcounsel qualified in the jurisdiction of organization of each counterparty thereto, and, if different, in the jurisdiction whose law governs such Major Project Document, in form and substance satisfactory to DOE.

(c)with respect to any immaterial amendment (in the sole judgement of DOE) of a Major Project Document, unless otherwise instructed by DOE, the Borrower shall deliver to DOE, concurrently with delivery of a copy thereof required by Section 8.04(a) above:

(i)an executed consent agreement between the Borrower and DOE, in form and substance acceptable to DOE.

(d)WithrespecttoanyamendmenttotheProjectGroundLease,eachofthefollowing,inform and substance acceptable to DOE in its sole discretion:

(i)SuchamendmenttotheProjectGroundLease,includinganyexhibitsandschedules attached thereto;

(ii)allRequiredApprovalsfortheBorrower’suseoftheequipmentasdescribedin

such amendment;

(iii)thecorrespondingamendmenttothememorandumoftheProjectGroundLease;

(iv)thecorrespondingamendmenttotheLeaseholdMortgage,dulyexecutedby Borrower, including any exhibits and schedules attached thereto;

(v)anenforceabilityopinionissuedbycounseltoBorrowerwithrespecttothe amended Leasehold Mortgage;

(vi)an irrevocable commitment from the Title Company to issue an Endorsement Form 110.5B Spreading Endorsement dated as of the date of recordation of thecorrespondingLeaseholdMortgageamendment,togetherwitheachofthe endorsements attached to the Leasehold Policy, in each case with respect to any additional real property added to the Project Ground Lease pursuant to the Project Ground Lease amendment;

(vii)aUCC-3amendment;and

(viii)acorrespondingamendmenttotheSiteMapshowingtheadditionalleasehold, option and easement parcels, if any, described in the Project Ground Lease amendment.

(e)(b) Additional Audit Reports. As soon as available, but, in any event, within thirty (30) BusinessDaysafterthereceiptthereofbyanyBorrowerEntity,copiesofallothermaterialannualorinterim reports submitted to such Borrower Entity by such Borrower Entity’s Accountant.

(f)(c) Other Information. Promptly upon request, such other information or documents as DOE reasonably requests.

Section8.05AdverseProceedings;DefenseofClaims.TheBorrowershallprovideDOEwith rights to review, with appropriate restrictions to protect waiver of any relevant privileges, including any attorney-client privilege, controlled by the Borrower, drafts of any submissions that the Borrower has prepared for filing in any court or with any regulatory body in connection with proceedings to which the Borrower is or

is seeking to become a party; provided, that this obligation shall not apply to any such proceedings between the Borrower and any Secured Party.

ARTICLEIX

NEGATIVECOVENANTS

TheBorrowerherebyagreesthatuntiltheReleaseDate:

Section 66.Section9.01 RestrictionsonOperations.

(a)OrdinaryCourseofConduct;NoOtherBusiness.TheBorrowershallnot:

(i)engage in any business other thanthe financing, ownership, design, development, engineering,procurement,equipping,construction,implementation,completion,operation,

(i) maintenance and repair of the Project and activities directly redirected thereto in accordance with and as contemplated by the Transaction Documents;

(ii)undertake any action that could reasonably be expected to lead to a material alterationofthenatureofitsbusinessorthenatureorscopeoftheProject(includinganyexpansion thereof);

(iii)change its name or take any other action that might adversely affect the Liens created by the Security Documents; or

(iv)failtomaintainitsexistenceanditsrighttocarryonitsbusiness.

(b)OtherTransactions.TheBorrowershallnot,directlyorindirectly:

(i)enter into any contracts or other agreements providing it with material rights against, or material obligations toward, any Person other than rights and obligations under the Financing Documents, the Major Project Documents, and the Project Documents permitted hereunder and any transactions expressly contemplated hereby and thereby;

(ii)enter into any Additional Project Documents without the prior written consent of DOE,exceptasexpresslypermittedinaccordancewithSection7.157.15(Offtake);Contracts);provided, that, solely for any Additional Project Document for which the Borrower’s expected costs or revenue associated therewith during every rolling twelve- (12) month period is less than eight percent(8%)oftheBorrower’sannualgrossrevenueforthemostrecentlycompletedFiscalYear, DOEwillhavedeemedtoconsenttotheentryintoanysuchAdditionalProjectDocumenttoextent that it has not responded within fifteen (15) Business Days from the request therefor to the extent that:

(A)such consent period shall only commence upon the delivery to DOE of a full summary of such Additional Project Document identifying:

i)thegeneralcommercialtermsofsuchAdditionalProject Document,

ii)anymaterialdeviationsfromtheBorrower’sgeneralterms

and conditions,

iii)anymaterialdeviationsfromsimilarcontractscurrently existing,

iv)theimpactofsuchAdditionalProjectDocumentonthe Borrower.

v)howsuchAdditionalProjectDocumentfitsintothe

Borrower’soverallbusinessstrategy,and

vi)how such Additional Project Document affects the obligationsoftheBorrowerunderSection7.15(OfftakeContracts).

(B)upon (1) the request by DOE for additional information related to such Additional Project Document, (2) notification to the Borrower by DOE that it intends to providecommentstosuchAdditionalProjectDocument,or(3)theprovisiontothe

Borrower by DOE of comments to such Additional Project Document then, in each case, such consent period shall toll;

(C)(1)iftheconsentperiodistolledpursuanttoSection9.01(b)(ii)(B)(1)then such consent period shall reset to fifteen (15) Business Days upon delivery of such additional informationrequested by DOE; and (2) if the consent period is tolled pursuant toSection9.01(b)(ii)(B)(2)or(3)above,thensuchconsentperiodshallresettofifteen(15) Business Days upon delivery of a revised draft by the Borrower that responds to each of DOE’s comments; provided thatiftheconsentperiodistolledsubject to multiplerequests and/or comments, then (X) such consent period shall continue to be tolled until all such requested information hasbeen delivered to DOE andeach suchcomment and/ornote has beenrespondedtoinareviseddraftoftheAdditionalProjectDocumentdeliveredtoDOE, as applicable and (Y) such consent period shall reset to fifteen (15) Business Days only once each such request has been delivered to DOE and each such comment has been responded to in a revised draft of such Additional Project Document;1

(iii)agree to any provision or term in any Project Document or other material contract ofanylimitationontheBorrower’sabilitytoassignitsrightandobligationsthereunderasCollateral or causing or giving the counterparty thereunder the right to cause any such Project Document or material contract to be terminated or materially impaired as a result, directly or indirectly, of any Default, Event of Default or exercise of remedies under the Financing Documents;

(iv)without the prior written consent of DOE, enter into any transaction or series of relatedtransactionswithanyPersonotherthanintheOrdinaryCourseofBusinessandonanarm's-lengtharm's- lengthbasis; orand

(v)establish any sole and exclusive purchasing or sales agency, or enter into any transaction, whereby the Borrower might pay more than the fair market value for products or services of others.

(c)AmendmentofandNoticesunderTransactionDocuments.TheBorrowershallnot,except with the prior written consent of DOE:

(i)agree, directly or indirectly, to any assignment, amendment, modification, suspension, termination, rescission, supplement, consent, exercise of options,or waiver, or waive any right to consent to any amendment, modification, suspensions, termination, rescission,

supplementor, exercise of options, orwaiver of any right with respect to, or assign any of the respective duties or obligations under:

(A)any Major Project Document (except for, in the case of any Construction Contract, any change orders or other modifications that reflect or implement Approved Construction Changes), the Project Milestone Schedule, the Construction Budget, the Major Maintenance Plan, the Offtake Plan or the O&M Budget;

(B)any Project Document (other than any Major Project Document) unless such assignment, amendment, modification, suspension, termination, rescission, supplement,exerciseofoptions,orwaiverisanApprovedConstructionChangeorsuch

1Fortheavoidanceofdoubt,foranytollingoftheconsentperiodpursuanttoSection9.01(b)(ii)(B)(2),such consentperiodshallremaintolledindefinitelyuntilboth(I)DOEprovidessuchcommentsornotes,and(II) the Borrower responds to such comments and notes in a revised draft delivered to DOE.

(B) assignment,amendment,modification,suspension,termination,rescission,supplement, exercise of options,or waiver could not reasonably be expected to:

(1)delay the occurrence of the Project Completion Date beyond the Project Completion Longstop Date; or

(2)otherwisehaveaMaterialAdverseEffect;

(C)anyGovernmentalApprovalorotherRequiredApproval,theeffectof which could reasonably be expected to have a Material Adverse Effect; or

(D)anyFinancingDocument;

(ii)certify, consent to or otherwise permit through a Change Order or otherwise, "Substantial Completion" (as defined in the Construction Contracts), or any equivalent term, to occur under the Construction Contracts;

(iii)enterintoanyagreementotherthananyFinancingDocumentthatwouldrestrictits ability to amend or otherwise modify any of the Transaction Documents; and

(iv)give or withhold any material consent or approval, or exercise any option or take or decline to take any other material action under the provisions of the Major Project Documents otherthanactionspermittedunderclause(i)above,(i)above,actionsthatarereasonablyrequiredtocarryout the Project in accordance with the Project Milestone Schedule, and actions reasonably required to comply with

the Borrower's affirmative obligations under this Agreement, including under Sections7.06(Diligent Construction of Project; Approved Construction Changes), 7.07(Contractual Remedies), 7.09(PerformanceofObligations),7.13(CompliancewithProgramRequirements),7.15(OfftakeContracts),7.06 (Diligent Construction of Project; Approved Construction Changes), 7.07 (Contractual Remedies), 7.09 (Performance of Obligations), 7.13 (Compliance with Program Requirements), 7.15 (Offtake Contracts), 7.14 (Accounts; Cash Deposits); 7.32 (Know Your Customer Information), 7.17 (Davis-Bacon Act), and 7.27 (Operating Plan; Operations).

7.14(Accounts;CashDeposits);7.32(KnowYourCustomerInformation),7.17(Davis-BaconAct),and

7.27(OperatingPlan;Operations).

(d)Commissions.TheBorrowershallnotpay:

(i)anycommissionorfeetoAffiliateforfurnishingguarantees,counter- guaranteescounter-guaranteesor othercreditsupportforanyContractualObligationsundertakenbytheBorrowerinconnectionwith the Project (other than as set forth in the following clause (ii)(ii)); or

(ii)any fee to any Affiliate with respect to or in connection with the development, construction, financing or operation of the Project, including salaries, bonuses, commissions, management fees,consultingfees,andtechnical assistancefees; provided,that thisprovisionshall not preclude the Borrower from (A) paying salaries and bonuses to its employees; or (B) making payments to other Borrower Entities in accordance with Major Project Documents;.

(e)CompromiseorSettlementofDisputes.TheBorrowershallnotagreeorotherwiseconsent to settle or compromise:

(i)anysingleAdverseProceedinginexcessofonemillionDollars

($1,000,000);or

(ii)anymaterialdisputeunderanyProjectDocument, in each case without the prior written consent of DOE.

(f)Accounts.FromtheFirstAdvanceDateunder Tranche 1,theBorrower shall not establish

(f) ormaintainanybankaccountsotherthantheProjectAccountsandtheCompanyAccount.

(g)Assignment. Other than the assignment of the Project Documents and Governmental Approvals to the Collateral Agent as security for the benefit of the Secured Parties, the Borrower shall not assign or otherwise transfer its rights under any of the Transaction Documents or Required Approvals to any Person.

(h)Powers of Attorney. The Borrower shall not grant any power of attorney or similar power to any Person, except:

(i)toitsofficers,directorsoremployeesintheOrdinaryCourseofBusiness;or

(ii)inconnectionwithPermittedLiensgrantedtotheSecuredParties.

Section9.02Liens. The Borrower shall not, and shall not agree to, create, assume or otherwise permit to exist any Lien upon any of the Collateral or any of its other property, whether now owned or hereafter acquired, or in any proceeds or income therefrom, other than Permitted Liens.

Section9.03 Merger;Disposition;Transfer.TheBorrowershallnot,andshallnotagreeto:

(a)enterintoanytransactionofmerger,consolidation,liquidation,windingupordissolution;

dissolution;

(b)carry out any Disposition of all or any part of its ownership interests in the Project or the Collateral, or any other part of its business or property of any kind whatsoever, whether real, personal or

100

mixed and whether tangible or intangible, whether now or hereafter acquired other than Permitted Dispositions;

(c)acquirebypurchaseorotherwisethebusiness,propertyorfixedassetsofanyPerson,other than purchases or other acquisitions of inventory, property or materials or spare parts or Capital Expenditures,either(i) in the Ordinary Courseof Businessinaccordance withtheapplicable Construction Budgetor O&M Budget, or(ii)constitutingEmergency Operating Costsasrequired inconnection withan Emergency;

(d)transfer or release (other than as permitted by clause (b)above(b) above) the Collateral, or other similar actions; and

(e)abandon, or suspend, or agree (directly or indirectly) to abandon or suspend or make any publicstatementsregardingitsintentiontoabandonorsuspendthedevelopment,constructionoroperation of the Project, or take any action that could be deemed an "abandonment," or "suspension," or transfer of theProjecttoanyPersonornotifyanyMajorProjectParticipantofitsintenttoterminate,oragree(directly or indirectly) to the termination of, any Major Project Document or the construction or operation of the Project.

Section9.04Restricted Payments. The Borrower shall not, and shall not agree to, directly or indirectly, (i) reduce its Share Capital (other than as required by the Designated Standards); (ii) declare or make or authorize any dividend or any other payment or distribution of cash or property to any Equity OwneronaccountofanyEquityInterestsoftheBorrower;(iii)redeem,retire,purchaseorotherwiseacquire any of the Equity Interests of the Borrower; (iv) make any payment with respect to principal or interest on or purchase, redeem, retire or defease any Indebtedness owed to or for the benefit of any Affiliate of the Borrower; (v) make any other payment (including with respect to any development, management or operationfee)toanyAffiliateoftheBorrower(otherthanrepaymentofanyPermittedIndebtedness)except for, in each case (A) repayment of any Permitted Indebtedness and (B) payments pursuant to any Major ProjectDocumentexistingontheExecutionDateorenteredintowiththeconsentofDOE;or(fvi) setaside any funds for any of the foregoing (collectively, the "Restricted Payments"), unless such Restricted PaymentismadesolelywithavailablefundsstandingtothecreditoftheRestrictedPaymentAccountafter

transfer thereto from the Restricted Payment Suspense Account and following satisfaction of each of the following conditions to such transfer (the "Restricted Payment Conditions"):

(a)The first Restricted PaymentDistributionDateshall not beless thantwelve (12) monthsfollowingthe Project Completion Date;

(b)(A)suchtransfershallbemadenotmorethanthirty(30)daysafteraPaymentDate;and

(b) (B)noothersuchtransfershallhavebeenmadeduringtheimmediatelyprecedingninety(90)dayperiod;

(c)theBorrowerhasprovidednotlessthanfifteen(15)BusinessDays’priorwrittennoticeof

(d)no Material Adverse Effect shall exist or would exist after giving effect to any such Restricted Payment;

(e)no Default or Event of Default shall exist or would exist prior to or after giving effect to any such Restricted Payment;

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(f)allamountsstandingtothecreditofeachReserveAccountsshallbeequaltoorexceedthe amount,ifany,thenrequiredinaccordancewiththeAccountsAgreement,bothbeforeandaftergiveneffect to such transfer;

(g)asoftheimmediatelyprecedingCalculationDate,(i)theHistoricalDebtServiceCoverage Ratioforthetwelve(12)monthperiodendingonthemost recent Payment Dateshall beat least 1.50:1.00; and (ii) the Projected Debt Service Coverage Ratio for the twelve (12) month period commencing on the most recent Payment Date shall be at least 1.50:1.00;

(h)suchtransferismadeinaccordancewiththeAccountsAgreement;

(i)in connection with the proposed Restricted Payment, no earlier than twenty (20) Business Days and no later than fifteen (15) Business Days prior to the making of such Restricted Payment, a ResponsibleOfficeroftheBorrowershallhavedeliveredacertificateintheformsetoutasExhibitQ(Form of Restricted Payment Certificate) either (i) certifying that: (A) there are no material changes to the Base Case Financial Model most recently approved by DOE; and (B) there are no material changes to the assumptions therein, accompanied by a certificate from the chief financial officer of the Borrower concurring with the Borrower’s assessment and assumptions set out in its certification; or (ii) attaching a certified updated Base Case Financial Model, in form and substance satisfactoryto DOE, accompanied by a certificate from the chief financial officer of the Borrower concurring with such updated Base Case Financial Model and the assumptions set out therein; and

(j)inconnectionwiththeproposedRestrictedPayment,noearlierthanten(10)BusinessDays and no later than five (5) Business Days prior to the making of such Restricted Payment, a Responsible Officer of the Borrower shall have delivered a certificate (i) certifying satisfaction of the foregoing conditions, and (ii) setting out in reasonable detail (and certifying the accuracy of) the calculations for computingtheratiosinclause(h)(h)aboveandstatingthatsuchcalculationsweremadeingoodfaithandwere based on assumptions believed to be reasonable;

provided that, prior to the first anniversary of the Project Completion Date, the Borrower may make a RestrictedPaymentinconnectionwithaPermittedTaxDistributionwithoutcomplyingwithSections9.04(a)9.04(a)and(b)(b)aboveinanaggregateamountnot toexceed$2milliondollarsinanytwelve-(12) month period.

Section9.05UseofProceeds.TheBorrowershallnotusetheproceedsofanyAdvanceforany purpose other than as specified in Section 2.04(e) (Disbursement of Proceeds2.04(e) (Disbursement of Proceeds).

Section9.06OrganizationalDocuments;FiscalYear;AccountPolicies;ReportingPractices. The Borrower shall not, except with the prior written consent of DOE, amend or modify:

(a)its Organizational Documents, except such amendments that would not have any adverse effect on the rights of the Secured Parties;

(b)itsFiscalYear;

(c)accounting policies or reporting practices other than as required by the Designated

Standard; or

(d)its legal form or its capital structure (including to provide for the issuance of any options, warrants or other rights with respect thereto).

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Section9.07Approved Construction Changes; Project Milestone Schedule; Budgets. The Borrower shall not:

(a)except with the prior written consent of DOE or as otherwise required or permitted hereunder,change,reallocate,amend,modify,orsupplementorpermitorconsent,directlyorindirectly,to any changes, reallocations, amendments, modifications, or supplements (including consent to any plans) (each,a"ConstructionChange")ofanyprovisionsoftheProjectMilestoneSchedule,theOperatingPlan, the Major Maintenance Plan, the Construction Budgetor the Base Case FinancialModel, in each casethat is then applicable;

(b)exceptasexpresslycontemplatedhereinandpermittedinaccordancewiththetermshereof, makeanymaterialmodificationstothethen-applicableProjectMilestoneSchedule,except(i)asexpressly contemplated herein; or (ii) otherwise with the prior written consent of DOE;

(c)exceptasexpresslycontemplatedhereinandpermittedinaccordancewiththetermshereof, make any modification without the prior written consent of DOE to the then-applicable (i) Construction Budget; (ii) O&M Budget; or (iii) Base Case Financial Model;

(d)incurorpayanyCapitalExpendituresinconnectionwithmajormaintenanceactivitiesthat are not contemplated in the Major Maintenance Plan; or

(e)other thanwithrespect totheincurrenceor payment of EmergencyOperatingCosts,incur or pay any Operating Costs that are not contemplated in a line item or category contained in the O&M Budget,unless:(i) such OperatingCosts have beenreallocatedfrom alineitem orcategory for whichthey are no longer needed, as approved in writing by DOE; and (ii) as of any calculation date, the aggregate amountofOperatingCostsincurredasofsuchdatedoesnotexceedonehundredtenpercent(110%)ofthe aggregate amount of Operating Costs reflected in the O&M Budget.

Section9.08 HedgingAgreements.TheBorrowershallnotenterintoanyHedgingAgreements.

Section9.09Margin Regulations. The Borrower shall not directly or indirectly apply any part oftheproceedsofanyAdvanceorotherrevenuestothepurchasingorcarryingofanymarginstockwithin themeaningofRegulationT,UorXoftheBoard,oranyregulations,interpretationsorrulingsthereunder, or for any purpose that violates any regulation of the Board.

Section 67.Section9.10 EnvironmentalMatters.

(a)The Borrower shall not undertake any action or release any Hazardous Substances in violation of any Environmental Law or the effect of which would trigger a reporting obligation under EnvironmentalLawandtheBorrowershallensurethattheProjectshallbeoperatedincompliancewithall Environmental Laws and that the Project shall not be operated in any manner that would pose a hazard to public health or safety or to the environment.

(b)TheBorrowershallnotundertakeanydevelopmentorconstructionactivitiesfortheProject outside the geographic boundaries of the environmental review under NEPA

Section9.11 ERISA.TheBorrowershallnot,andshallcauseitsERISAAffiliatesnotto:

(a)take any action that would result in the occurrence of an ERISA Event to the extent that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, theoccurrenceofsuchERISAEventcouldreasonablybeexpectedto,individuallyorintheaggregate,result in a Material Adverse Effect;

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(b)allow, or permit any of its ERISA Affiliates to allow, the aggregate amount of Unfunded Pension Liabilities among all Employee Benefit Plans (taking into account only Employee

Benefit Plans with positive Unfunded Pension Liabilities) at any time to exist where such amount could have a Material Adverse Effect; or

(c)fail, or permit any of its ERISA Affiliates to fail, to comply with ERISA or the related provisionsoftheCode,if any such non-compliance, singlyorintheaggregate, wouldbereasonablylikely to have a Material Adverse Effect.

Section9.12Investment Company Act. The Borrower shall not take any action that would resultintheBorrowerbeingrequiredtoregisterasan"investmentcompany"undertheInvestmentCompany Act or that would result in it being controlled by any Person that is or is required to be registered as an "investment company" under the Investment Company Act of 1940.

Section9.13 Sanctions.TheBorrowershallnot:

(a)(i)become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001, Blocking Property and ProhibitingTransactionsWithPersonsWhoCommit,ThreatentoCommitorSupportTerrorism(66 Fed.Reg. 49079(2001)); (ii) engage in any dealings or transactions prohibited by Section 2 of such executive order, or be otherwise associated with any such person in any manner violative of Section 2; or

(iii)otherwisebecomethesubjectortargetofanySanctions;

(b)directly or indirectly use the proceeds of any Advance, or lend, contribute or otherwise make available such proceeds to any Person (i) to fund any activities, dealings, or business of or with any Prohibited Person or in any Prohibited Jurisdiction; or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Guaranteed Loan); or

(c)repayany portion ofthe Guaranteed Loan with anyfunds: (i) obtained or derived,directly or knowingly indirectly, from any business or dealings with any Prohibited Person; or (ii) constituting the proceeds of a violation of any International Compliance Directive.

Section 68.Section9.14 DebarmentRegulations.

(a)UnlessauthorizedbyDOE,theBorrowershallnotknowinglyenterintoanytransactionsin connectionwiththeconstruction,operationormaintenanceoftheProjectwithanyPersonwhoisdebarred, suspended,declaredineligibleorvoluntarilyexcludedfromparticipationinprocurementornon-procurementnon-

(a) procurementtransactionswithanyUnitedStatesfederalgovernmentdepartmentoragencypursuanttoany of the Debarment Regulations.

(b)TheBorrowershallnotfailtocomplywithanyandallDebarmentRegulationsinamanner that results in the Borrower being debarred, suspended, declared ineligible or voluntarily excluded from participation in procurement or non-procurement transactions with any United States federal government department or agency pursuant to any of such Debarment Regulations.

Section 9.15 ProhibitedPerson.TheBorrowershallnotbecome(whetherthroughatransferor otherwise) a Prohibited Person.

Section 69.Section9.16 RestrictionsonIndebtednessandCertainCapitalTransactions.

(a)Indebtedness.TheBorrowershallnotandshallnotagreeto,directlyorindirectly:

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(i)incur,create,guarantee,assume,permittoexistorotherwisebecomeliableforany Indebtedness, except for Permitted Indebtedness;and

(i)without the prior written consent of DOE, incur any liabilities to third parties in order to sell (including pursuant to any contract) Product except as expressly permitted in accordance with Section 7.157.15(Offtake Contracts).

(b)Capital Expenditures. The Borrower shall not make any Capital Expenditure in any year except for Permitted Capital Expenditures.

(c)Investments. The Borrower shall not make any Investments except for PermittedInvestments.

Investments.

(d)Leases. The Borrower shall not enter into any Lease of any property or equipment of any kind(including by sale-leaseback or otherwise), exceptfor Permitted Leasesin anamount not in excessof theamountbudgetedthereforintheConstructionBudgetortheO&MBudget,asapplicable,oraspermitted pursuant to Section9.16(a)(i)9.16(a)(i)(Indebtedness).In addition, Borrower shall not enter into a Permitted Lease with a term greater than one (1) year unless the amount of the lease payments for the full term of the agreement are contained in the then current Base Case Financial Model.

(e)RedemptionTransferorIssuanceofStock.TheBorrowershallnot:

(i)redeem, retire, purchase or otherwise acquire, directly or indirectly, any of its outstanding Equity Interests (or any options or warrantsissued by the Borrower withrespect toits Equity Interests) or set aside any funds for any of the foregoing; and

(ii)issueortransferanyEquityIntereststoanyotherPerson.

(f)Subsidiaries.TheBorrowershallnot:

(i)formorhaveanySubsidiaries;

(ii)enterintoanypartnershiporajointventure;

(iii)acquireanyEquityInterestsinormakeanycapitalcontributiontoanyotherPerson;

Person;

(iv)enter into any partnership, profit-sharing or royalty agreement or other similar arrangement whereby the Borrower's income or profits are, or might be, shared with any other Person; or

(v)enterintoanymanagementcontractorsimilararrangementwherebyitsbusinessor operations are managed by any other Person.

Section 9.17 NoOtherFederalFunding.TheBorrowershallnotuseanyotherFederalFunding to pay any Project Costs.

Section 70.Section9.18 IntellectualProperty.

(a)The Borrower shall not (and shall cause each other Borrower Entity and each other Major Project Participant to not) assign or otherwise transfer any right, title or interest in any Project IP:

(i)toanyProhibitedPerson;

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(ii)without providing advance written notice of such assignment or transfer to

the Secured Parties

(iii)exceptaspermittedunderSection9.03(b)9.03(b)(Merger;Disposition;Transfer);and

and

(iv)withoutrequiringsuchassigneeortransfereeto:

(A)complywithSection7.02(g)7.02(g)(SourceCodeEscrow);

(B)asapplicable:(1)forallProjectIPlicensedtotheBorrowerunderaProject IPAgreement,complywiththetermsandconditionsofsuchProjectIPAgreement;and(2) for all Project IPowned bythe Borrower, grantto theBorrower the rightto freelyuse and sublicense, for no additional consideration, rights in the Project IPto: (x) develop, design, engineer, procure, construct, start up, commission, operate and maintain the Project; (y) complete the activities designated to be completed in each Project Phase, or to achieve ProjectCompletion;or(z)exercisetheBorrower'srightsandperformitsobligationsunder the Major Project Documents, as applicable at the relevant time;

(C)demonstratethetechnical experienceandfinancial abilitytomaintainand develop the Project IP as required for the Project; and

(D)grant to the Secured Parties the Secured Parties'’License, where such licenseshall alsobe enforceableuponanybankruptcyor insolvencyactioninvolvingsuch assignee or transferee.

Section9.19 ProgramRequirements.TheBorrowershallnot

(a)takeanyaction,orfailtotakeanyaction,thatwouldcausetheProjectnottobeanEligible Project; or

(b)causetheGuaranteedLoantobepaid,or,aftertheFirstAdvanceDate,causeProjectCosts to have been paid or be expected to be paid, with (i) any federal grants, assistance, or loans (excluding the Guaranteed Loan); or (ii) other funds guaranteed by the Federal Government.

ARTICLEX

EVENTSOFDEFAULTANDREMEDIES

Section10.01Events of Default. The occurrence of any of the following events shall constitute an Event of Default hereunder:

(a)Borrower Failure to Make Payment Under Financing Documents. The Borrower shall fail to pay, in accordance with the terms of this Agreement, the FFB Documents or any other Financing Documents (whether at scheduled maturity, as a required prepayment, by acceleration or otherwise):

(i)anyprincipalamountoftheAdvancesoranyinterestotherwisedueandpayablein respect of the GuaranteedLoan or any FFB Note Reimbursement Obligation on or before the date such amount is due; or

(ii)any fee, charge or other amount due under any Financing Document on or before the date such amount is due and such failure to pay shall continue unremedied for a period of five

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(5)BusinessDaysafterthedateonwhichsuchamountwasdue.

(b)Sponsor Failure to Make Payment Under Financing Documents. Any Sponsor shall fail to pay, in accordance with the terms of this Agreement or any other Financing Documents to which it is a party,anyfee,chargeorotheramountduebyitundersuchFinancingDocumentonorbeforethedate

such amountisdue,andsuchfailuretopayshallcontinueunremediedforaperiodoffive(5)BusinessDaysafter the date on which such amount was due.

(c)Misstatements; Omissions. Any representation or warranty confirmed or made in any Transaction Document by or on behalf of any Borrower Entity or any Major Project Participant or in any certificate, Financial Statement or other document provided by or on behalf of any such Person to any Secured Party or any Secured Party Advisor in connection with the transactions contemplated by the Transaction Documents shall be found to have been incorrect, false or misleading in any respect when confirmed, made or deemed to have been made.

(d)BorrowerEntityBreachesUndertheFinancingDocumentsWithoutCurePeriod

(i)TheBorrowerfails,asofanyrelevantdateofdetermination,toperformorobserve anyofitsobligationsunderanyterm,covenantoragreementsetforthinSections7.01(Maintenance of Existence; Property; Etc.); 7.02(Intellectual Property); 7.037.01(Maintenance of Existence; Property; Etc.); 7.02 (Intellectual Property); 7.03 (Insurance); 7.05 7.05 (Further Assurances; Creation and Perfection of Security Interests); 7.107.10(Use of Proceeds); 7.137.13(Compliance with Program Requirements); 7.147.14(Accounts; Cash Deposits); 7.177.17(Davis-Bacon Act); 7.187.18(Lobbying Restriction); 7.197.19(Cargo Preference Act); 7.227.22(Financial Covenants); 7.237.23

(i) (Public Announcements); 7.247.24(Bankruptcy Remoteness); 7.257.25(Prohibited Persons); 7.267.26(International Compliance Directives); 7.327.32(Know Your Customer Information); or ArticleIX(Negative Covenants); provided that a breach under Section 7.22Section 7.22(b)related to the Projected Debt Service Coverage Ratio shall not constitute an Event of Default so long as (x) within thirty (30) calendar days after the Calculation Date related to each such breach, the Borrower shall have delivered a remediation plan acceptable to DOE setting forth proposed steps to be taken by the Borrower to improve the Projected Debt Service Coverage Ratio and monthly thereafter, provides reportstotheDOEdetailingtheimplementationofsuchremediationplanand(y)theBorrowerand the Sponsor make relevant company representatives and outside advisors available to meet and confer with DOE, the Independent Engineer, and its other outside advisors (including legal and financial advisors) to discuss the contents of the remediation plan.

(ii)AnySponsor fails,asofanyrelevant dateof determination,toperformor observe anyofitsobligations,includinganypaymentobligation,underanyterm,covenantoragreementset forth in Section 2.02 (Additional Equity Contributions) of the Sponsor Support Agreement.

(iii)Any Borrower Entityfails,as of any relevant dateof determination,to perform or observe any of its obligations under any term, covenant or agreement set forth in any Security Document to which it is a party.

(e)Other Breaches Under Financing Documents. Any Borrower Entity or any Major Project Participant shall fail to perform or observe any covenant, or any other term or obligation under this Agreement or any other Financing Document to which it is a party (other than those described in clauses (a)(a)-(d) above(d) above), in each case, where such failure to perform or observe has not been remedied within the relevantcureperiod,ifany,specifiedforsuchcovenant,termorobligationinsuchFinancingDocument,or if no cure period is specified, thirty (30) days following such failure.

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(f)BreachorDefaultUnderMajorProjectDocuments

(i)Any Borrower Entity shall fail to perform or observe any covenant or any other term or obligation under any Major Project Document to which it is a party, and such breach or defaultshallcontinueunremediedbeyondanyapplicablecureperiodsetforththerein,orifnocure period is specified, thirty (30) days following such failure.

(ii)Any Major Project Participant shall fail to perform or observe any material covenantoranyothermaterialtermorobligationunderanyMajorProjectDocumenttowhichitis a party, and such breach or default shall continue unremedied beyond any applicable cure period set forth therein, or if no cure period is specified, thirty (30) days following such failure.

(g)Material Breach or Default Under Project Documents. Any Borrower Entity shall fail to perform or observe any material covenant or any other material term or obligation under any Project Document (that is not a Major Project Document) to which it is a party, and such breach or default shall continue unremedied beyond any applicable cure period set forth therein, or if no cure period is specified, thirty (30) days following such failure.

(h)Borrower Default Under Other Indebtedness. Any Borrower Entity (other than a Passive Sponsor)shalldefaultinthepaymentofanyprincipal,interestorotheramountdueunderanyagreementor instrumentevidencing,orunderwhichsuchBorrowerEntityhasoutstandingatanytime,anyIndebtedness for Borrowed Money (other than the Guaranteed Loans) in an amount in excess of (i) in the case of the Borrower, one million Dollars ($1,000,000); (ii) in the case of each Sponsor other than a Passive Sponsor, tenmillionDollars($10,000,000); or (iii)in the caseof anyBorrowerEntity otherthana PassiveSponsor, ten million Dollars ($10,000,000), and, in each case, for a period beyond any applicable grace period, or anyotherdefaultoccursunderanysuchagreementorinstrument,iftheeffectofsuchdefaultistoaccelerate, or to permit the acceleration of, the maturity of such Indebtedness for Borrowed Money.

(i)Unenforceability, Termination, Repudiation or Transfer of Any Transaction Documents. Any FinancingDocument,anyMajorProjectDocument oranyProjectDocuments (tothe extentitisnot a Major Project Document, solely to the extent that such event results in a Material Adverse Effect) at any time and for any reason:

(i)is or becomes invalid, illegal, void or unenforceable or any party thereto has repudiated or disavowed or taken any action to challenge the validity or enforceability of such agreement;

(ii)except as otherwise expressly permitted hereunder, ceases to be in full force and effect except at the stated termination date thereof, or shall be assigned or otherwise transferred or terminatedbyanypartytheretopriortotherepaymentinfullofallSecuredObligations(otherthan with the prior written consent of DOE); or

(iii)issuspended,revokedorterminated(otherthanuponexpirationinaccordancewith its terms when fully performed).

(j)Security Interests. Any of the Security Documents shall fail in any respect to provide the Liens,securityinterests,rights,titles,interests,remedies,powersorprivilegesintendedtobecreatedthereby (including the priority intended to be created thereby) or such Lien shall fail to have the priority contemplated therefor in such Security Documents, or any such Security Document or Lien shall cease to be in full force and effect, or the validity thereof or the applicability thereof to the Advances, the Secured Obligationsoranyotherobligationspurportedtobesecuredorguaranteedtherebyoranypartthereof,shall be disaffirmed by or on behalf of any Borrower Entity or any other Person party thereto (other than the Secured Parties).

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(k)Governmental Approvals and Required Approvals. (i) Any Borrower Entity shall fail to obtain, renew, maintain or comply in all material respects with any Required Approval; (ii) or any such RequiredApprovalshall berescinded,terminated,suspended,modified, withdrawn orwithheldorshallbe determinedtobeinvalidorshallceasetobeinfullforceandeffectotherthananyRequiredApprovalsthat bytheirnaturearenolongerneededfortheconstruction,completion,ownership,operation

ormaintenance of the Project; or (iii) any proceedings shall be commenced by or before any Governmental Authority for the purposes of rescinding, terminating, suspending, modifying, withdrawing or withholding any such RequiredApprovalandsuchproceedingisnot:(A)dismissedwithinsixty(60)daysofinstitution,including as a result of satisfaction of any judgment or settlement of any claim that does not otherwise separately result in an Event of Default hereunder; and (B) diligently contested or appealed by any Borrower Entity.

(l)Bankruptcy;Insolvency;Dissolution

(i)Involuntary Bankruptcy; Etc.The commencement of an Insolvency Proceeding against any Borrower Entity or any Specified Major Project Participant and such proceeding continues undismissed for thirty (30) days.

(ii)Voluntary Bankruptcy; Etc.The institution by any Borrower Entity or any SpecifiedMajorProjectParticipantofanyInsolvencyProceeding,ortheadmissionbyitinwriting of its inability to pay its Indebtedness generally as it becomes due or its general failure to pay its Indebtedness as it becomes due, or any other event has occurred that under any Applicable Law would have an effect analogous to any of those events listed above, or any action is taken by any such Person for the purpose of effecting any of the foregoing.

(iii)Dissolution.ThedissolutionofanyBorrowerEntityoranySpecifiedMajor

Project Participant.

(m)Attachment. An attachment or analogous process is levied or enforced upon or issued againstanyoftheassetsofanyBorrowerEntity(otherthanaPassiveSponsor)otherthan,fortheavoidance of doubt, any Permitted Lien, which (i) in the case of the Borrower, is in excess of one million Dollars ($1,000,000); and (ii) in the case of any Sponsor other than a Passive Sponsor, is in excess of one million Dollars($1,000,000);and(iii)withrespecttoanyotheranyBorrowerEntity(otherthanaPassiveSponsor), is in excess of one million Dollars ($1,000,000); or, in any case, has or could reasonably be expected to have a Material Adverse Effect.

(n)Judgments.OneormoreGovernmentalJudgmentsshallbeentered(i)againstanyBorrower Entity(otherthanaPassiveSponsor)andsuchGovernmentalJudgmentshavenotbeenvacated,discharged orstayedorbondedpendingappealforanyperiodofthirty(30)days,andtheaggregateamountofallsuch Governmental Judgments outstanding at any time (except to the extent any applicable insurer(s) have acknowledgedliabilitytherefor)exceeds:(A)inthecaseoftheBorrower,onemillionDollars($1,000,000); and(B)inthecaseofanySponsorotherthanaPassiveSponsor,tenmillionDollars($10,000,000);and(C) inthecaseofanyotherBorrowerEntity(otherthanaPassiveSponsor),tenmillionDollars($10,000,000); or (ii) such Governmental Judgment is in the form of an injunction or similar form of relief that is not satisfied or discharged requiring suspension or abandonment of operation of the Project.

(o)ConstructionandOperation.Anyofthefollowingoccurs:

(i)the Physical Completion Date shall have not occurred by the corresponding Physical Completion Longstop Date;

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(i)the Project Completion Date shall not have occurred by the Project Completion Longstop Date;

(ii)Scope2shallnothavesuccessfullycompletedtheapplicablePerformanceTesting for Scope 2 by the corresponding longstop date set outtherefor in the Project Milestone Schedule; providedthatafailuretocompletetheapplicablePerformanceTestingforScope2bysuchlongstop date shall not constitute an Event of Default so long as (x) within thirty (30) calendar days after suchlongstopdate,theBorrowershallhavedeliveredaremediationplanacceptabletoDOEsetting forthproposedstepstobetakenbytheBorrowertoadequatelycompletesuchPerformanceTesting and monthly thereafter, provides reports to the DOE detailing the implementation of such remediationplanand(y)theBorrowerandtheSponsormakerelevantcompanyrepresentativesand outside advisors available to meet and confer with DOE, the Independent Engineer, and its other outside advisors (including legal and financial advisors) to discuss the contents of the remediation plan;

(iii)Scope3shallnothavesuccessfullycompletedtheapplicablePerformanceTesting for Scope 3 by the corresponding longstop date set outtherefor in the Project Milestone Schedule; providedthatafailuretocompletetheapplicablePerformanceTestingforScope2bysuchlongstop date shall not constitute an Event of Default so long as (x) within thirty (30) calendar days after suchlongstopdate,theBorrowershallhavedeliveredaremediationplanacceptabletoDOEsetting forthproposedstepstobetakenbytheBorrowertoadequatelycompletesuchPerformanceTesting and monthly thereafter, provides reports to the DOE detailing the implementation of such remediationplanand(y)theBorrowerandtheSponsormakerelevantcompanyrepresentativesand outside advisors available to meet and confer with DOE, the Independent Engineer, and its other outside advisors (including legal and financial advisors) to discuss the contents of the remediation plan;

(iv)Scope4shallnothavesuccessfullycompletedtheapplicablePerformanceTesting for Scope 4 by the corresponding longstop date set outtherefor in the Project Milestone Schedule; providedthatafailuretocompletetheapplicablePerformanceTestingforScope2bysuchlongstop date shall not constitute an Event of Default so long as (x) within thirty (30) calendar days after suchlongstopdate,theBorrowershallhavedeliveredaremediationplanacceptabletoDOEsetting forthproposedstepstobetakenbytheBorrowertoadequatelycompletesuchPerformanceTesting and monthly thereafter, provides reports to the DOE detailing the implementation of such remediationplanand(y)theBorrowerandtheSponsormakerelevantcompanyrepresentativesand outsideadvisorsavailabletomeetandconferwithDOE,theIndependentEngineer,anditsother

outside advisors (including legal and financial advisors) to discuss the contents of the remediation plan;

(v)Scope5shallnothavesuccessfullycompletedtheapplicablePerformanceTesting for Scope 5 by the corresponding longstop date set outtherefor in the Project Milestone Schedule; providedthatafailuretocompletetheapplicablePerformanceTestingforScope2bysuchlongstop date shall not constitute an Event of Default so long as (x) within thirty (30) calendar days after suchlongstopdate,theBorrowershallhavedeliveredaremediationplanacceptabletoDOEsetting forthproposedstepstobetakenbytheBorrowertoadequatelycompletesuchPerformanceTesting and monthly thereafter, provides reports to the DOE detailing the implementation of such remediationplanand(y)theBorrowerandtheSponsormakerelevantcompanyrepresentativesand outside advisors available to meet and confer with DOE, the Independent Engineer, and its other outside advisors (including legal and financial advisors) to discuss the contents of the remediation plan;

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(vi)(ii) failure to satisfy certain mechanical, technical and operational specifications resulting in material, chronic underperformance of the Project as against production assumptions set out in the Base Case Financial Model;

(vii)(iii) at any time prior to the Project Completion, DOE (in consultation with the Independent Engineer) determines that the remaining Project Costs exceed the total funding available to the Borrower under the Financing Documents, and the Base Equity Commitment (including amounts projected to be paid from the Base Cash Equity Reserve Account pursuant to the latest Base Case Financial Model)and the Phase 2 Equity Instrument, and the Borrower fails within sixty (60) consecutive days after receiving written notice thereof from DOE to arrange for the provision of the requisite funds (through Additional Equity Contribution) on terms and conditions and from parties reasonably acceptable to DOE; or

(viii)(iv) the Borrower shall: (A) cease to have the right to possess or use the Project;

(B) cease to have the right to possess or use any portion of the Project Site or any rights granted to it underanyoftheProjectDocuments;or(C) loseamaterialrightofway,easementorotherrightof use or access to land necessary for the Project.

(p)Environmental and Health and Safety Matters

.(i) Any Adverse Proceeding alleging violation of any Environmental Law or asserting any Environmental Claim has been threatened in writing or instituted against any Borrower Entity or in relation to the Project, or (ii) any Governmental Judgment imposing a penalty, monetary damages, remediation requirements or restrictions of construction or operationsoftheProjectisissuedrelatingtoanyviolationofEnvironmentalLaw,violationofthetermsor conditionsoranyRequiredApprovalissuedunderanyEnvironmentalLaworrestrictingtheuseofanysuch RequiredApprovalinanymaterialrespect,andsuchAdverseProceedingorGovernmentalJudgmentisnot

(A) dismissed within sixty (60)days of institution, including as a result of satisfaction of any judgment or settlement of any claim that does not otherwise result in an Event of Default hereunder; or (B) subjectto a limitofonehundredandeighty(180)daysofinstitution,diligentlycontestedorappealedbytheapplicable Borrower Entity in accordance with Permitted Contest Conditions; provided, that, to benefit from the cure periods described above, in either case, the Borrower shall have timely notified DOE of the Adverse Proceeding or Governmental Judgment and consulted in good faith with DOE with respect to its intended response.

(q)Event of Loss. A material portion of the Project is destroyed or becomes permanently inoperativeasaresultofamaterialEventofLoss,andisnotcoveredbyinsurance,ornotrepairedorrestored with Loss Proceeds within any time periods required under Section 7.04(EventofLoss7.04 (Event of Loss).

(r)ForceMajeure.AnEventofForceMajeureshalloccurandcontinueforaperiodofatleast one hundred eighty (180) consecutive days.

(s)ChangesinOwnership.AnyChangeofControl.

(t)ERISAEvents.AnERISAEventshallhaveoccurredthat,individuallyorwhenaggregated withanyotherthenexistingERISAEvent,resultsinorcouldreasonablybeexpectedtoresultinliabilityto any Borrower Entity or ERISA Affiliate in excess of one million Dollars ($1,000,000).

(u)CertainGovernmentalActions.AnyGovernmentalAuthorityshall(i)lawfullycondemnor assumecustodyofallofthepropertyorassets(orasubstantialpartthereof)ofanyBorrowerEntity;or

(ii)(ii) takelawfulactiontodisplacethemanagementof,ortheEquityInterestsin,anyBorrowerEntity.

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(v)AbandonmentorSuspensionofProject.

(i)PriortotheProjectCompletionDate,constructionoftheProjectshallbesuspended for a period of thirty (30) consecutive days or forty-five (45) days in the aggregate in any twelve- month period;

(ii)fromandafterthe ProjectCompletionDateceasestooperatefor aperiodofthirty

(ii) (30)consecutivedaysorforty-five(45)daysintheaggregateinanytwelve-monthperiod;

(iii)The Borrower shall abandon, or suspend, agree in writing to abandon or suspend, or make any public statements regarding its intention to abandon, or suspend, the Project (or any Phase thereof), or take any action that could be deemed an "abandonment," or "suspension"; or

(iv)FailuretoinitiatetheconstructionofPhase2byOctober1,2026.

(w)CompliancewithInternationalComplianceDirectivesandAnti-MoneyLaunderingLaws.

Laws.

(i)The making of any Advances or the use of the proceeds thereof shall violate or causeanyPerson,includingtheLender,toviolateanyInternationalComplianceDirectivesorAnti- Money Laundering Laws or other applicable Anti-Corruption Laws.

(ii)Any violation by any Borrower Entity or any Major Project Participant of any International Compliance Directives or Anti-Money Laundering Laws.

(x)OfftakeContracts.

(i)The failure of the Borrower to have binding Offtake Contracts in full force and effect in an amount sufficient to cover 70% of the then current production of the Project; and

(ii)the failure of the Borrower to replace any Major Offtake Contract with a binding OfftakeContractontermsandconditionsacceptabletoDOEwithinsix(6)monthsofexpirationor termination of such Major Offtake Contract.

(y)Material Adverse Effect. Any event or condition that has had or could reasonably be expected to have a Material Adverse Effect shall occur and be continuing.

(z)BaseCashEquityReserveAccount.Theoccurrenceofanyninety(90)consecutivecalendar daysday periodending onor afterJanuary1, 2027in whichtheamount ofthecash ondepositinthe Base Cash Equity Reserve Account is always below eightytwentymillion Dollars ($8020.0million).

(aa)Reserve Account Funding. Any failure to maintain cash in the Reserve Accounts to their respective required balances as set forth in the Accounts Agreement.

(bb)Debt Service Reserve Account. Any failure of the relevant Borrower Entities to replenish the Debt Service Reserve Account to its required balance as set forth in the Accounts Agreement within thirty (30) days of falling below such required balance.

(cc) IntendedPurpose.AnymaterialdeviationfromtheintendedProjectpurpose.

(dd)Use of Proceeds. Use of the proceeds of (i) federal grants, assistance or loans (other than theGuaranteedLoan)or(ii)otherfundsguaranteedbytheFederalGovernment,ineachcase,topayProject Costs.

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(ee) Eligible Project.Anyactoromissionthatwouldcause theProjecttofailtobeanEligible

EligibleProject.

(ff) ProhibitedPerson.AnyBorrowerEntityorMajorProjectParticipantshallbeorshallhave become a Prohibited Person.

Fortheavoidanceofdoubt,eachclauseofthisSection10.0110.01(EventsofDefault)shallop-erateoperateindependently, and the occurrence of any such event shall constitute an Event of Default.

Section 71.Section10.02Remedies;Waivers.

(a)Upon the occurrence of and during the continuance of an Event of Default, DOE or theCollateral Agent may exercise any one or more of the rights and remedies set forth below:

(i)declare all or any portion of the indebtedness and obligations of every type or descriptionowedbytheBorrowertoDOEandFFBunderthisAgreementandeachotherFinancing Document to be immediately due and payable, and the same shall thereupon be immediately due and payable;

(ii)exercise any rights and remedies available under the Financing Documents, including DOE's right to prevent access to or prevent the operation bytheBorrower of the Project or any of the Collateral;

(iii)takewhateveractionatlaworinequityasmayappearnecessaryordesirableinits judgment to collect the amounts then due and thereafter to become due under the Financing Documents or to enforce performance of any obligation of the Borrower under the Financing Documents;

(iv)(A) refuse, and the Secured Parties shall not be obligated, to make any further Advances; and (B) reduce the Loan Commitment Amount to zero Dollars ($0);

(v)take those actions necessary to perfect and maintain the Liens of the Security Documents pursuant to which assets have been pledged as collateral for the repayment under the Financing Documents; or

(vi)setoffandapplysuchamountstothesatisfactionoftheSecuredObligationsunder alloftheFinancingDocuments,includinganymoneysoftheBorrowerondepositwithanySecured Party.

(b)Upon the occurrence of an Event of Default referred to in Section10.01(l)(Bankruptcy; Insolvency; Dissolution10.01(l) (Bankruptcy; Insolvency;Dissolution),(i) allLoanCommitmentAmountsshallautomaticallybereducedtozeroDollars ($0); and (ii)each Advance made under the FFB Note, together with interest accrued thereon and all other amounts due under the FFB Note, this Agreement and the other Financing Documents, shall immediately mature and become due and payable, without any other presentment, demand, diligence, protest, notice of acceleration, or other notice of any kind, all of which the Borrower hereby expressly waives.

(c)Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intendedtobeexclusiveofanyotheravailableremedy,buteachremedyshallbecumulativeandshallbein addition to other remedies given under the Financing Documents or existing at law or in equity. No delay or failureto exerciseany right or power accruing under any Financing Documentupon the occurrence and during the continuance of any Event of Default or otherwise shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient.

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(d)InordertoentitleDOEtoexerciseanyremedyreservedtoDOEinthisAgreement,itshall not be necessary to give any notice, other than such notice as may be required in this Agreement or any other Financing Document or under Applicable Law.

(e)If any proceeding has been commenced to enforce any right or remedy under this Agreement,andsuchproceedinghasbeendiscontinuedorabandonedforanyreason,orhasbeendetermined adverselyto DOEor FFB,theninevery suchcase,subject toany determinationinsuchproceeding,(i)the parties hereto shall be restored to their respective former positions hereunder; and (ii) thereafter, all rights and remedies of DOE or FFB, as the case may be, shall continue as though no such proceeding had been instituted.

(f)DOE shall have the right, to be exercised (or not) in its complete discretion, to waive any covenant, Default or Event of Default by a writing setting forth the terms, conditions and extent of such waiver signed by DOE and delivered to the other parties hereto. Any such waiver may be effected only in writing duly executed by DOE, and no other course of conduct shall constitute a waiver of any provision hereof. Unless such writing expressly provides to the contrary, any waiver so granted shall extend only to the specific event or occurrence so waived and not to any other similar event or occurrence that occurs subsequent to the date of such waiver.

(g)UpontheoccurrenceandduringthecontinuationofanyDefault,theBorrowershalldeliver no later than thirty(30) calendardaysfromtheoccurrence of such Default aremediation plan setting forth proposedstepstobetakenbytheBorrowerEntitiestocuresuchDefaultorotherwiseaddresssuchDefault inamanneracceptabletoDOEandperiodicallythereafter,theBorrowershalldeliverreportssettingoutthe Borrower’sexecutionoftheremediationplanandcompliancewiththetermsthereof.TheBorrowerEntities shall make relevant company representatives and outside advisors available to meet and confer with DOE, the Independent Engineer, and its other outside advisors (including legal and financial advisors) on the contents of the remediation plan.

(h)Upon the occurrence and during the continuation of any Default, in the event that the Borrower fails to procure or maintain (or cause to be procured and maintained) the Required Insurance, DOEmay(butshallnotbeobligatedto)procuretheRequiredInsuranceandpaythepremiumsinconnection therewith and all amounts so paid by DOE shall become an additional Secured Obligation owed by the Borrower to DOE, and the Borrower shall forthwith pay any such amounts to DOE, together with interest on such amounts at the Late Charge Rate from the date so paid.

Section10.03 Accelerated Advances. Upon the delivery of a notice of acceleration, the accelerated amount due and payable under the FFB Note shall be the Prepayment Price (as defined in and determined pursuant to the FFB Note) under the FFB Note.

ARTICLEXI

MISCELLANEOUS

Section 72.Section11.01WaiverandAmendment.

(a)No failure or delay by DOE or the other Secured Parties in exercising any right, power or remedyshalloperateasawaiverthereoforotherwiseimpairanyrights,powersorremediesoftheSecured Parties.Nosingleorpartialexerciseofanysuchright,powerorremedyshallprecludeanyotherorfurther exercise thereof or the exercise of any other legal right, power or remedy.

(b)Therights,powersorremediesprovidedforhereinarecumulativeandarenotexclusiveof anyotherrights,powersorremediesprovidedbylaworinanyotherTransactionDocument.Theassertion

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or employment of any right, power or remedy hereunder, or otherwise, shall not prevent the concurrent assertion of any other right, power or remedy.

(c)Exceptasotherwiseprovidedherein,neitherthisAgreementnoranyprovisionhereofmay be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing and executed by the Borrower and DOE.

(d)AnyamendmenttoorwaiverofthisAgreementoranyotherTransactionDocumentorany provision hereof or thereof that constitutes a "“modification"”(as defined in Section 502(9) of FCRA) that increases the amount of the Credit Subsidy Cost (as calculated in accordance with FCRA and OMB CircularsA-11andA-129)shallbesubjecttotheavailabilitytoDOEoffundsappropriatedbythe

(d) U.S.Congress, or,to theextent permitted by Applicable Law, payment bythe Borrower,to meet any such increase in the Credit Subsidy Cost.

Section11.02Right of Set-Off. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and duringthecontinuanceofanEventofDefault,eachSecuredPartyisherebyauthorizedatanytimeorfrom time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and apply any andalldeposits(generalorspecial,timeordemand,provisionalorfinal)andanyotherIndebtednessatany time held or owing by such Secured Party (including by any branches and agencies of such Secured Party wherever located)toorforthecredit ortheaccount oftheBorrower against andonaccount oftheSecured Obligations and liabilities of the Borrower to such Secured Party under this Agreement or any other FinancingDocument.EachofDOE,FFBandeachsubsequentholderoftheFFBNoteoranyportionofthe FFB Note shall promptly notify the Borrower after any such set-off and application made by it; provided, that the failure to give such notice shall not affect the validity of such set-off and application.

Section11.03Survival of RepresentationsandWarranties.All representationsandwarranties madehereunder,intheotherFinancingDocumentsandinanydocument,certificateorstatementdelivered pursuant hereto or thereto or in connection herewith or therewith (including any Advance Request) shall survive the execution and delivery of this Agreement and the making of the Advances under the FFB Documents.

Section11.04Notices.Excepttotheextentotherwiseexpresslyprovidedhereinorasrequiredby ApplicableLaw,anycommunications,includinganynotices,betweenoramongthepartiestotheFinancing DocumentsshallbeprovidedusingtheaddresseslistedinSchedule11.0411.04(Notices),andshallbeinwriting

andshallbeconsideredasproperlygiven:(a)ifdeliveredinperson;(b)ifsentbyovernightdeliveryservice for domestic delivery or international courier for international delivery; (c) in the event overnight delivery service or international courier service is not readily available, if mailed by first class mail (or airmail for international delivery), postage prepaid, registered or certified with return receipt requested; or (d) if transmitted by electronic mail, to the electronic mail address set forth in Schedule11.0411.04(Notices). Notice so given shall be effective upon delivery to the addressee, except that communication or notice so transmitted by direct written electronic means shall be deemed to have been validly and effectively given ontheday(ifaBusinessDayand,ifnot,onthefollowingBusinessDay)onwhichitisvalidlytransmitted if transmitted before 5:00 p.m. (District of Columbia time), recipient's time, and if transmitted after that time,onthenextfollowingBusinessDay.Anypartyhastherighttochangeitsaddressfornoticeunderany oftheFinancingDocumentstoanyotherlocationbygivingpriorwrittennoticetoeachoftheotherparties in the manner set forth hereinabove.

Section11.05Severability.IncaseanyoneormoreoftheprovisionscontainedinanyFinancing Documentshouldbeinvalid,illegalorunenforceableinanyrespect,thevalidity,legalityandenforceability

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oftheremainingprovisionsshallnotinanywaybeaffectedorimpairedthereby,andthepartiesheretoshall engage the parties to the Financing Documents to enter into good faith negotiations to replace the invalid, illegal or unenforceable provision.

Section11.06Judgment Currency. The Borrower shall, to the fullest extent permitted under Applicable Law, indemnify DOE and FFB against any loss incurred by DOE or FFB, as the case may be, as aresult of any judgmentor order being given or made for anyamount dueto DOE or FFB hereunder or under any other Financing Document and such judgment or order being expressed and to be paid in a currency(the"JudgmentCurrency")otherthanDollars(the"CurrencyofDenomination")andasaresult of any variation between (a) the rate of exchange at which amounts in the Currency of Denomination are converted into Judgment Currency for the purpose of such judgment or order, and (b) the rate of exchange atwhichDOEorFFBwouldhavebeenabletopurchasetheCurrencyofDenominationwiththeamountof theJudgmentCurrencyactuallyreceivedbyDOEorFFB,asthecasemaybe,hadDOEorFFB,asthecase may be, utilized the amount of Judgment Currency so received to purchase the Currency of Denomination as promptly as practicable upon receipt thereof. The foregoing indemnity shall continue in full force and effect notwithstanding anysuch judgment or order as aforesaid. The term "“rate of exchange"”shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevantCurrencyofDenominationthataredocumentedandreasonableinlightofmarketconditionsatthe time of such conversion.

Section 73.Section11.07Indemnification.

(a)Inadditiontoanyandallrightsofreimbursement,indemnification,subrogationoranyother rights pursuant to this Agreement or under law or in equity, the Borrower shall pay, and shall protect, indemnifyandholdharmlessDOE,FFB,eachothergovernmentalagencyandinstrumentalityoftheUnited States, each other holder of the FFB Note or any portion thereof, each Secured Party, and each of their respective officers, directors, employees, representatives, attorneys and agents (each, an "Indemnified Party"),onanafter-taxbasis,fromandagainst(andshallreimburseeachIndemnifiedPartyasthesameare incurred) any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements incurred by any of them (each, an "Indemnified Liability"), to which such Indemnified Party may become subject arising out of or relating to any or all of the following: (i) the execution or delivery of this Agreement, the Conditional Commitment Letter, any Transaction Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the enforcement or preservation of any rights under this Agreement, anyTransactionDocumentoranyagreementorinstrumentpreparedinconnectionherewithortherewith,

(iii)(iii) any Guaranteed Loan or the use or proposed use of the proceeds thereof, (iv) any actual or alleged presenceorReleaseofHazardousSubstance,on,underororiginatingfromanypropertyowned,occupied

or operated by the Borrower or any of its Affiliates in connection with the Project, or any environmental liability related in any way to the Borrower or any of its Affiliates or their respective owned, occupied, or operatedpropertiesarisingoutoforrelatingtotheProject,or(v)anyactualorprospectiveclaim,litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any of its Affiliates or otherwise, and regardless of whether any Indemnified Party is a party thereto, such items (i) through (v) including, to the extent permitted by Applicable Law, the fees, disbursements and other charges of counsel to such Indemnified Party incurred in connection with any investigation, litigation or other proceeding or in connection with enforcing the provisions of this Section11.07(Indemnification11.07 (Indemnification); provided, that the BorrowershallnothaveanyobligationunderthisSection11.07(Indemnification11.07(Indemnification)toanyIndemnifiedParty withrespecttoIndemnifiedLiabilitiestotheextenttheyarisefromthebadfaith,grossnegligenceorwillful misconduct of such Indemnified Party (as determined pursuant to a final, Non-Appealable judgment by a court of competent jurisdiction). Any claims under this

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Section11.07(Indemnification11.07 (Indemnification) in respect of any Indemnified Liabilities are referred to herein, collectively, as "Indemnity Claims":

(b)All sums paid and costs incurred by any Indemnified Party with respect to any matter indemnified hereunder shall be (i) due and payable within fifteen (15) Business Days after the Borrower receivesaninvoice,(ii)addedtotheSecuredObligations,(iii)securedbytheSecurityDocuments,

and(iv) shall be immediately due and payable on demand. Each such Indemnified Party shall promptly notify the Borrower in a timely manner of any such amounts payable by the Borrower hereunder, provided, that any failure to provide such notice shall not affect the Borrower's obligations under this Section11.07(Indemnification11.07 (Indemnification).

(c)EachIndemnifiedPartywithinten(10)BusinessDaysafterthereceiptbyitofnoticeofthe commencementofanyactionforwhichindemnitymaybesoughtbyit,orbyanyPersoncontrollingit,from the Borrower on account of the agreements contained in this Section11.07(Indemnification11.07 (Indemnification), shall notify theBorrowerinwritingofthecommencementthereof,butthefailureofsuchIndemnifiedPartytosonotify the Borrower of any such action shall not release the Borrower from any liability that it may have to such Indemnified Party.

(d)To the extent that the undertaking in the preceding clauses of this Section11.07(Indemnification11.07 (Indemnification) may be unenforceable because it is violative of any law or public policy, and to provide for just and equitable contribution in the event of any such unenforceability (other than due to application of this Section11.07(Indemnification11.07 (Indemnification)), the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of such undertakings.

(e)The provisions of this Section11.07(Indemnification11.07 (Indemnification) shall survive the Release Date, the foreclosureundertheSecurityDocumentsandsatisfactionordischargeoftheSecuredObligationsandshall be in addition to any other rights and remedies of any Indemnified Party.

(f)Any amounts payable by the Borrower pursuant to this Section11.07(Indemnification11.07 (Indemnification) shallbepayablewithinthelatertooccurof(i) ten(10)BusinessDaysaftertheBorrowerreceivesaninvoice for such amounts from any applicable Indemnified Party, and (ii) five (5) Business Days prior to the date on which such Indemnified Party expects to pay such costs on account of which the Borrower's indemnity hereunderispayable,andifnotpaidbysuchapplicabledateshallbearinterestattheLateChargeRatefrom and after such applicable date until paid in full.

(g)TheBorrowershallbeentitled,atitsexpense,toparticipateinthedefenseofanyIndemnity Claim;provided,thatsuchIndemnifiedPartyshallhavetherighttoretainitsowncounsel,attheBorrower's expense,andsuchparticipationbytheBorrowerinthedefensethereofshallnotreleasetheBorrowerofany liability that it may have to the applicable Indemnified Party. Any Indemnified Party against whom any IndemnityClaimismadeshallbeentitled,afterconsultationwiththeBorroweranduponconsultationwith

(g) legal counsel wherein such Indemnified Party is advised that such Indemnity Claim is meritorious, to compromiseorsettleanysuchIndemnityClaim.Anysuchcompromiseorsettlementshallbebindingupon the Borrower for purposes of this Section 11.07(Indemnification11.07 (Indemnification).

(h)Upon payment of any Indemnity Claim by the Borrower pursuant to this Section11.07(Indemnification11.07 (Indemnification), the Borrower, without any further action, shall be subrogated to any and all claims that theapplicableIndemnifiedPartymayhaverelatingthereto,andsuchIndemnifiedPartyshallattherequest and expense of the Borrower cooperate with the Borrower and give at the request

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and expense of the BorrowersuchfurtherassurancesasarenecessaryoradvisabletoenabletheBorrowervigorouslytopursue such claims.

(i)NotwithstandinganyotherprovisionofthisSection11.07(Indemnification11.07(Indemnification),theBorrower shall not be entitled to (i) notice, (ii) participation in the defense of, (iii) consent rights with respect to any compromiseorsettlementor(iv)subrogationrights,ineachcaseexceptasotherwiseprovidedforpursuant to this Section11.07(Indemnification11.07 (Indemnification) with respect to any action, suit or proceeding against the Borrower or any other Borrower Entity.

(j)No Indemnified Party shall be obliged to pursue first any recovery under any other indemnity or reimbursement obligation before seeking recovery under the indemnification and reimbursement obligations of the Borrower under this Agreement.

Section11.08Limitation on Liability. No claim shall be made by the Borrower or any of its Affiliates against any Secured Party or any of their Affiliates, directors, employees, attorneys or agents, includingtheSecuredPartyAdvisors,foranyspecial,indirect,consequentialorpunitivedamages(whether or not the claim therefor is based oncontract, tort or duty imposed by law), in connection with, arising out of or in any way related to the transactions contemplated by this Agreement or the other Financing Documents or any act or omission or event occurring in connection therewith; and the Borrower hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 74.Section11.09SuccessorsandAssigns.

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns.

(b)The Borrower may not assign or otherwise transfer (whether by operation of law or otherwise) any of its rights or obligations under this Agreement or under any other Financing Document without the prior written consent of DOE and, in the case of any FFB Document, FFB.

(c)FFB may assign any or all of its rights, benefits and obligations under the Financing Documents and with respect to the Collateral in accordance with the provisions of the FFB Documents; provided, that upon any such assignment of rights, benefits or obligations to any third party that is not the UnitedStatesoranygovernmentalagencyorinstrumentalitythereof,FFBshallprovidetheBorrowerwith noticeofsuchassignment;provided,further,thatsuchassignee,byacceptingthebenefitsofthisAgreement and the Financing Documents: (i) hereby irrevocably designates and appoints DOE to act as its agent hereunder andundertheFinancingDocuments,(ii) herebyirrevocablyauthorizesDOEtotake suchaction on its behalf under the provisions of this Agreement and the other Financing Documents and to exercise such powers and perform such duties as are necessary or appropriate, as determined by DOE, under the Financing Documents and (iii) hereby authorizes DOE to enter into all such amendments or modifications of any Financing Document on behalf of such assignee and or grant all waivers as are necessary or appropriate, as determined by DOE, under the Financing Documents (other than amendments to the FFB Note,whichamendmentsshallalsorequiretheconsentofsuchassignee);provided,further,that(A)neither DOEnoranyofitsofficers,directors,employees,agents,attorneys-in-factoraffiliatesshallbe(I)liableto

(c) anyassigneeforanyactionlawfullytakenoromittedtobetakenbyitorsuchPersonunderorinconnection withthisAgreementoranyotherFinancingDocumentor(II)responsibleinanymannertoanyassigneefor anyrecitals,statements,representationsorwarrantiesmadebytheBorrower,anyotherBorrowerEntityor any of their respective officers contained in this Agreement or any other Financing Document or in any certificate,report,statementorotherdocumentreferredtoorprovidedforin,orreceivedbyDOEunderor in connection with, this Agreement or any other Financing Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other

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Financing Documentorforanyfailure ofthe Borroweroranyother BorrowerEntity,totheextentitisa party hereto or thereto, to perform its obligations hereunder or thereunder; and (B) DOE may conclusively rely upon information supplied by FFBor such assignee intaking any action, or exercisingany rights, inaccordance with the terms of this Section 11.09(Successors and Assigns11.09 (Successors and Assigns).

(d)For purposes of compliance with Sections 163(f), 871(h)(2)(B)(i), 881(c)(2) of the Code, the Borrower shall maintain a register for the recordation of the names and addresses of each Person that acquires aninterest inthe Loan inaccordance withtheprovisions of the FFB Documentsandthe principal amounts of the Advances owing to each such Person pursuant to the terms of this Agreement from

time to time(the"Register").TheRegistershallbeavailableforinspectionbytheBorrowerandanySecuredParty, at any reasonable time and from time to time upon reasonable prior notice.

Section11.10FFB Right to Sell Guaranteed Loan. If FFBhas (a) fully funded the Guaranteed Loan, or (b) partially funded the Guaranteed Loan and the applicable Availability Period for the Relevant Tranchehasexpired,ineachcase,FFBshallhavetherighttosellalloranyportionoftheFFBNote(inthe case of clause (b),(b),related to such Tranche) without the prior written consent of the Borrower, and (i) in connection therewith, DOE will use commercially reasonable efforts to provide notice to the Borrower of suchsale,and(ii)uponanysuchsale,anyreimbursementobligationsoftheGuaranteedLoan(orinthecase ofclause(b),(b),suchTranche)byDOEshallautomaticallyterminateandbeofnofurtherforceandeffect.For any such sale prior to the end of the applicable Availability Period for any Tranche until FFB has funded theGuaranteedLoan,theBorrower,DOEandFFBshallenterinagreementssatisfactorytotheminrespect of FFB’s right to sell the FFB Note and delegate its obligations under the FFB Note Purchase Agreement.

Section 75.Section11.11FurtherAssurancesandCorrectiveInstruments.

(a)The Borrower shall, upon written request of DOE, execute and deliver, or cause to be executedanddelivered,suchadditionaldocumentsorotherinstruments andshall takeorcausetobe takensuchadditionalactionsasmaybenecessaryinDOE’sjudgmentto:(i)causetheFinancingDocuments to be properly executed, binding and enforceable in all relevant jurisdictions; (ii) perfect and maintain the priorityoftheSecuredParties'’securityinterestinallCollateral;(iii)enabletheSecuredPartiestopreserve, protect,exerciseandenforceallotherrights,remediesorinterestsgrantedorpurportedtobegrantedunder the FinancingDocuments; and (iv) otherwise effectuate the intention or carry out the purposes of the Transaction Documents.

(b)The Borrower may submit to DOE written requests for the parties to enter into, execute, acknowledge and deliver amendments or supplements hereto; it being understood that DOE shall be permitted to approve or reject all such requests in its discretion.

Section11.12 Reinstatement. Where any discharge is made in whole or in part, or any arrangementismadeonthefaithof,anypayment,securityorotherdispositionwhichisavoidedormustbe repaid, whether upon the insolvency or bankruptcy of the Borrower or otherwise, this Agreement shall continuetobeeffectiveorbereinstated,asthecasemaybe,ifatanytimepaymentandperformanceofthe Borrower’sobligationshereunder,oranypartthereof,is,pursuanttoApplicableLaws,rescindedorreduced in amount, or must otherwise be restored or returned by any Secured Party. In the event that any payment

or any part thereof is so rescinded, reduced, restored or returned, such obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Section 76.Section11.13GoverningLaw;WaiverofJuryTrial.

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(a)THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE FEDERAL LAW OF THE UNITED STATES. TO THE EXTENT THAT FEDERAL LAW DOES NOT SPECIFY THE APPROPRIATE RULE OF DECISION FOR A PARTICULAR MATTER AT ISSUE, IT IS THE INTENTION AND AGREEMENT OF THE PARTIES TO THIS AGREEMENT THAT THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES (EXCEPT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) SHALL BE ADOPTED AS THE GOVERNING FEDERAL RULE OF DECISION; PROVIDED, HOWEVER, THAT (A) DOCUMENTS TO WHICH FFB IS A PARTY SHALL HAVE THE GOVERNING LAW REQUIRED BY FFB AND (B) THE SECURITY DOCUMENTSSHALLHAVETHEGOVERNINGLAWAPPROPRIATE,ASDETERMINEDBYDOE,

TO PERFECT THE SECURITY INTEREST GRANTED IN THE APPLICABLE SECURITY DOCUMENT.

(b)EACH OF THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY,INTENTIONALLYANDIRREVOCABLYWAIVESANYRIGHTSITMAYHAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS.

Section11.14SubmissiontoJurisdiction;Etc.ByexecutionanddeliveryofthisAgreement,the Borrower irrevocably and unconditionally:

(a)submitsforitselfanditspropertyinanylegalactionorproceedingagainstitarisingoutof orinconnectionwiththisAgreementoranyotherFinancingDocument,orforrecognitionandenforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of (i) the courts of the United States for the District of Columbia; (ii) the courts of the United States in and for the Southern District of New York in New York County; (iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found; (iv) the state courts of the District of Columbia and New York County and (v) appellate courts from any of the foregoing;

(b)consents that any such action or proceeding may be brought in or removed to such courts, and waives any objection,or righttostay or dismissany action or proceeding,thatitmaynowor hereafter havetothevenueof anysuchactionorproceedinginany suchcourt orthat suchactionorproceedingwas brought in an inconvenient court and agrees not to plead or claim the same;

(c)agrees to irrevocably designate and appoint an agent satisfactory to DOE for service of processinNewYorkunderthisAgreementandanyotherFinancingDocumentgovernedbythelawsofthe StateofNewYork,withrespecttoanyactionorproceedinginNewYork,asitsauthorizedagenttoreceive, acceptandconfirmreceiptof,onitsbehalf,serviceofprocessinanysuchproceeding.TheBorroweragrees thatserviceofprocess,writ,judgmentorothernoticeoflegalprocessuponsaidagentshallbedeemed and heldineveryrespecttobeeffectivepersonalserviceuponit.TheBorrowershallmaintainsuchappointment (orthatofasuccessorsatisfactorytoDOE)continuouslyineffectatalltimeswhiletheBorrowerisobligated under this Agreement;

(d)agreesthatnothinghereinshall(i)affecttherightofanySecuredPartytoeffectserviceof process in any other manner permitted by law, or (ii) limit the right of any Secured Party to commence proceedings against or otherwise sue the Borrower or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the

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commencement of proceedingsinanyotherjurisdiction(whether concurrentlyornot)if,andtotheextent, permitted by the Applicable Laws; and

(e)agrees that judgment against it in any such action or proceeding shall be conclusive and maybeenforcedinanyotherjurisdictionwithinoroutsidetheU.S. bysuitonthejudgmentorotherwiseas providedbylaw,acertifiedorexemplifiedcopyofwhichjudgmentshallbeconclusiveevidenceofthefact and amount of the Borrower's obligation.

Section11.15Entire Agreement. This Agreement, including any agreement, document or instrument attached to this Agreement or referred to herein, integrates all the terms and conditions mentionedhereinorincidentaltothisAgreementandsupersedesallpriororalnegotiations,agreementsand

understandingsofthepartiestothisAgreementinrespecttothesubjectmatterofthisAgreementmadeprior to the date hereof.

Section11.16Benefits of Agreement. Nothing in this Agreement or any other Financing Document, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors and permitted assigns hereunder or thereunder, any benefit or any legal or equitable right or remedy under this Agreement. FFB is an intended third party beneficiary of, with enforceable rights and remedies under this Agreement, in respect of those provisions in Article III(Payments; PrepaymentsArticle III (Payments; Prepayments), ArticleV(ConditionsPrecedent),andArticleXI(Miscellaneous)thatrefertorightsoforpaymentstoFFB; provided, that in the event of any conflict between any provision of this Agreement and the FFB Note or the FFB Note Purchase Agreement, as between FFB and the Borrower, the terms of the FFB Note and the FFB Note Purchase Agreement shall govern.

Section11.17Headings. Paragraphheadings have been inserted in the Financing Documents asamatterofconvenienceforreferenceonlyanditisagreedthatsuchparagraphheadingsarenotapartofthe Financing Documents and shall not be used in the interpretation of any provision of the Financing Documents.

Section 77.Section11.18Counterparts;ElectronicSignatures.

(a)ThisAgreementmaybeexecutedinoneormoreduplicatecounterpartsandwhenexecuted by all of the parties shall constitute a single binding agreement. Each party hereto agrees to deliver a manually executed original promptly following such electronic submission.

(b)Delivery of an executed signature page of this Agreement by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. Except to the extent applicable law would prohibit the same, make the same unenforceable or affirmatively requires a manually executed counterpart signature, (i) the delivery of an executed counterpart of a signature page of this Agreement by emailed .pdf or any other electronic means approved by DOE in writing (which may be via email) that reproducesanimageoftheactualexecutedsignaturepageshallbeaseffectiveasthedeliveryofamanually executedcounterpartofthisAgreement,and(ii)ifagreedbyDOEinwriting(whichmaybeviaemail)with respecttothisAgreement,thedeliveryofanexecutedcounterpartofasignaturepageofthisAgreementby electronicmeansthattypesinthesignatorytoadocumentasa"conformedsignature"fromanemailaddress approved by DOE in writing (which may be via email) shall be as effective as the delivery of a manually executed counterpart of this Agreement. In furtherance of the foregoing, the words "execution", "signed", "signature", "delivery" and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby or thereby shall be deemed to include ElectronicSignatures, deliveries orthekeeping of recordsinelectronicform,eachof whichshall beofthe

(b) same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or theuseofapaper-basedrecordkeepingsystem,asthecasemaybe,totheextentandasprovidedforinany applicablelaw,includingtheFederalElectronicSignaturesinGlobalandNationalCommerceAct,the

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New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. As used herein, "Electronic Signature" has the meaning assigned to it by 15

U.S.C.§7006,asitmaybeamendedfromtimetotime.

Section11.19No Partnership; Etc.The Secured Parties and the Borrower intend that the relationship between themshall be solely that of creditor and debtor. Nothing containedin this Agreement or in any other Financing Document shall be deemed or construed to create a partnership, tenancy-in- common, joint tenancy, joint venture or co-ownership by, between or among the Secured Parties and the Borrower or any other Person. The Secured Parties shall not be in any way responsible or liable for the indebtedness, losses, obligations or duties of the Borrower or any other Person with respect to the Project orotherwise.AllobligationstopayRealPropertyorothertaxes,assessments,insurancepremiums,andall

other fees and expenses in connection with or arising from the ownership, operation or occupancy of the Projectoranyotherassetsandtoperform allobligationsundertheagreementsandcontractsrelatingtothe Project or any other assets shall be the sole responsibility of the Borrower.

Section11.20 Independence of Covenants. All covenants hereunder and under the other Financing Documents shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

Section11.21Marshaling.NeitherDOEnorFFBnoranyotherSecuredPartyshallbeunderany obligation to marshal any assets in favor of the Borrower or any other Person or against or in payment of any or all of the Secured Obligations.

[NOFURTHERTEXTONTHISPAGE;SIGNATURESFOLLOWINTENTIONALLYOMITTED]

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ANNEX A DEFINITIONS

"Acceptable Bank" means a bank or financial institution or branch office thereof in New York, NewYorkorganizedunderorlicensedasabranchunderthelawsoftheUnitedStatesoranystatethereof, which has a rating for its long-term unsecured and unguaranteed Indebtedness of "A-"/Stable outlook or higher by S&P or Fitch or A3 or higher by Moody's, using the lowest rating of the aforementioned three rating firms.

"Acceptable Delivery Method" means, with respect to any certificate, document or other item required to be delivered by an Acceptable Delivery Method hereunder:

(a)transmission,byanAuthorizedTransmitter,ofsuchcertificate,documentorotheritemin Electronic Format, together with the Transmission Code;

(b)deliveryofamanuallyexecutedoriginalofsuchcertificate,documentorotheritem;or

(c)suchotherdeliverymethodastheBorrowerandDOEshallmutuallyagree."Acceptable Insurer" means:

(a) "AcceptableInsurer"means:(a)anyinsurancecompanyorinternationalreinsurancecompany(i) authorizedtodo businessin in theUnitedStates ifrequired bylaworregulation; and (ii)with aratingforits long-termunsecuredandnon-credit-enhanceddebtobligationsof:(A)AorhigherbyS&PorFitch;(B)A2 orhigherbyMoody's;(C)A-orbetterbyAMBest'sInsuranceGuideandKeyRatingsandafinancialsize category of VII or higher; or (D) a comparable rating from an internationally recognized credit rating agency; or

(b) (b) any other insurance company acceptable to DOE.

"AccountsAgreement"meanstheCollateral AgencyandAccountsAgreemententeredintoas of the First Advance Date under Tranche 1 by and among the Borrower, DOE, the Collateral Agent and the Depositary Bank.

"Additional Equity Contributions" has the meaning given to such term in the Sponsor Support Agreement.

“AdditionalMajorProjectDocument”meansanyAdditionalProjectDocumentunderwhich(i) the Borrower is reasonably expected to have aggregate obligations or liabilities in excess of fivefiftymillion Dollars ($5,000,00050,000,000) (as such amount shall be adjusted by inflation) over any rolling twelve (12) month period duringits term;or(ii)thebreach, non-performance,cancellationorearly termination of which has, orcouldreasonablybeexpectedtomateriallyandadverselyaffecttheBorrowerortheProjectorotherwise have a Material Adverse Effect.

"Additional Project Document" means any contract entered into by the Borrower subsequent to theExecutionDatethatisnecessaryforormaterialtotheconstructionandoroperationoftheProject.including, without limitation, any such necessary or material contract (1) related to the design, engineering, procurementand/orconstructionofanyApplicableScopeorProjectMilestoneor(2)thatspecifiescriteria related to the completion of such Applicable Scope, including applicable testing protocols and associated guarantees, warranties and liquidated damages, if any.

“AdditionalSponsor”meansanyPersonwhobecomesabeneficialownerofmorethan10%

economicorvotingsecuritiesinDirectParent;providedthatsuchPerson(s)(x)isnotaProhibitedPerson,

(y) DOE has received all documentation and other information requested by DOE related to “know your

customer” and other requirements (including, the Anti-Money Laundering Laws) and (z) DOE, in its sole discretion, has approved in writing of such Person(s) becoming an Additional Sponsor.

"Advance"means,withrespecttoanyTranche,anadvanceoffundsbyFFBtotheBorrowerunder the FFB Note as may be requested by the Borrower from time to time during the applicable Availability Period.

"Advance Date" means the date on which FFB makes any Advance to the Borrower."AdvanceRequest"hasthemeaninggiventosuchterminSection2.03(a)(AdvanceRequests2.03(a)(Advance Requests).

"AdvanceRequestApprovalNotice"meansthewrittennoticefromDOElocatedattheendofan FFB Advance Request advising FFB that such FFB Advance Request has been approved by or on behalf of DOE.

"Adverse Proceeding" means any action, suit, proceeding (whether administrative, judicial or otherwise),governmentalinvestigationorarbitrationatlaworinequity,orbeforeorbyanyGovernmental Authority, domestic or foreign or other regulatory body or any arbitrator.

"Affiliate"means,asappliedtoanyPerson,(a) anyotherPersondirectlyorindirectlycontrolling, controlled by, or under common control with, that Person; and (b) in addition, in the case of any Person thatisanindividual,eachmemberofsuchPerson'simmediatefamily,anytrustsorotherentitiesestablished for the benefit of such Person or any member of such Person's immediate family and any other Person controlledbyanyoftheforegoing.Forthepurposesofthisdefinition,"control"(including,withcorrelative meanings, the terms "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote ten percent (10%) or more of the securities having ordinary voting power for the election of directors of such Person; or (ii) to direct or causethedirectionofthemanagementandpoliciesofthatPerson,whetherthroughtheownershipofvoting securities or by contract or otherwise.

"AffiliatedMajorProjectParticipant"hasthemeaninggiventosuchterminthedefinitionof

“BorrowerEntity.”

"AgentFees"hasthemeaninggiventosuchtermintheAccountsAgreement. "Agents" has the meaning given to such term in the Accounts Agreement.

“Aggregate Capitalized Interest” means, with respect to any requested Advance, the aggregate amount of interest that has been capitalized and will be capitalized on all Advances then made to the BorrowerunderallFFBNotesoutstanding(including,fortheavoidanceofdoubt,suchrequestedAdvance) as determined in accordance with the FFB Notes.

"Agreed-Upon Procedures Report" means a report, in substantially the form of the document titled "Agreed-Upon Procedures Report," prepared by the Borrower’s Accountant, as such form may be revisedfromtimetotimebytheBorrowerandtheBorrower’sAccountantwiththeconsentofDOE,which consent shall not be unreasonably withheld.

"Agreement"hasthemeaninggiventosuchterminthepreamblehereto.

"ALTA"meanstheAmericanLandTitleAssociationheadquarteredinWashingtonD.C.

"ALTA Mortgage Loan Policy" means the policy of title insurance to be issued by the Title Company, in form and substance satisfactory to DOE, with such co-insurers or reinsurers as may be reasonably acceptable to DOE.

"AnnualReportingDate"hasthemeaninggiventosuchterminSection8.02(a)(AnnualReports8.02(a)(Annual Reports).

"Anti-Corruption Laws" means all laws concerning or relating to anti-bribery, anti-corruption, and anti-kickback matters in the public or private sector, includingthe U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, or any similar laws.

"Anti-MoneyLaunderingLaws"meanstheCurrencyandForeignTransactionsReportingActof 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act, the Anti-Money Laundering Act of 2020, the Money Laundering Control Act, the rules and regulations thereunder and any similar ApplicableLawsrelatingtomoneylaundering,terroristfinancing,orfinancialrecordkeepingandrecording requirementsadministeredorenforcedbyanyUnitedStatesofAmericagovernmentalagency,oranyother jurisdiction in which the Borrower operates or conducts business.

"Applicable Law" means, with respect to any Person, any constitution, statute, law, rule, regulation, code, ordinance, treaty, judgment, order or any published directive, guideline, requirement or other governmental rule or restriction which has the force of law, by or from a court, arbitrator or other Governmental Authority havingjurisdictionover suchPersonorany of its properties, whetherin effectas of the date of this Agreement or as of any date hereafter.

"Applicable Regulations" means the final regulations with respect to Title XVII at 10 CFR Part 609 (2024),and any otherapplicableregulations from time totimepromulgatedtoimplement Title XVII.

"Applicable Scope" means with respect to each Advance made in connection with Phase 2, the scope of work described for such Advance on the Project Milestone Schedule.

"Applicant" has the meaning given to such term in the Applicable Regulations. "Application"hasthemeaninggiventosuchterminthepreliminarystatements. "Approved Construction Changes" means:

(a)any Construction Change that (i) has been submitted in writing by the Borrower to DOE (including an explanation in reasonable detail of the reasons for such Construction Change) and (ii) has received a written approval from DOE;

(b)any allocation of Budgeted Contingencies to Project Costs set forth in the Construction Budget; and

(c)ConstructionChangesthatareintheOrdinaryCourseofBusinessanddonotexceedseven hundred fifty thousand Dollars ($750,000) individually, and two million five hundred thousand Dollars ($2,500,000) in the aggregate during any twelve (12) month period.

"AuthorizedTransmitter"means,withrespecttodeliveryofdocumentation:(a)byanyBorrower EntitytoDOE,thelistofindividualsdesignatedasAuthorizedTransmitterssetforthintherelevant

certificate delivered pursuant to Sections5.01(f)(Organizational Documents), 5.01(d)(Transaction Documents),5.01(g)(ExecutionDateCertificates5.01(f) (Organizational Documents) and 5.01(d) (Transaction Documents), as applicable, delivered by such Borrower Entity orthe IndependentEngineer,asapplicable,to DOE prior to the Execution Date, as updated or modified, with the consent of DOE, from time to time; and (b) to FFB, each of the individuals listed on the certificate specifying authorized Borrower Officials.

"AvailabilityPeriod"meanswithrespecttoeachTranche(unlesslimitedexpresslytoaTranche), the period commencing on the Execution Date until and including the earliest of:

(a)(i)forTranche1,April9,2025,and(ii)forTranche2,April30,2030;

(b)for Tranche 2, October 1, 2026 if the First Advance Date for Tranche 2 has not occurred on or before such date;

(c)thedatethattheMaximumTrancheAmountforsuchTrancheisfullydisbursed;

(d)forTranche2,thedateonwhichSubstantialCompletionoccursforthePhase2;and

(e)thedateofterminationofobligationstodisburseanyundisbursedamountsoftheGuaranteed Loan following the occurrence of any Event of Default.

"Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101, et seq, as amended.

"Base Case Financial Model" means a mechanically sound financial model prepared by the Borroweringoodfaith,showingfinancialprojectionsandunderlyingassumptionsfortheProjectbelieved by the Borrower to be reasonable, in Excel form and otherwise in accordance with the Transaction Documents, that are set forth on a quarterly basis, for the period from the Execution Date to a date falling no sooner than twelve (12) months after the Maturity Date, which projections: (a) are consistent with the Construction Budget and Project Milestone Schedule; and (b) are designed to demonstrate, among other things, compliance with the Debt Sizing Parameters and all other financial covenants in the Financing Documents. References to "Base Case Financial Model" refer to the Original Base Case Financial Model, the Execution Date Base Case Financial Model, the Project Completion Date Base Case Financial Model oranyupdatedBaseCaseFinancialModelapprovedbyDOEinaccordancewiththeFinancingDocuments.

“BaseCashEquityReserveAccount”hasthemeaninggiventosuchtermintheAccounts

Agreement.

"Base DSRA Amount" for any date of determination means the Account Funding Requirement applicable to the Debt Service Reserve Account on such date.

"Base Equity Commitment" has the meaning given to such term in the Sponsor Support Agreement.

"Base Equity Contribution" has the meaning given to such term in the Sponsor Support Agreement.

“BNSF Consent” means a Consent to Collateral Assignment pursuant to which BNSF Railway Company, a Delaware corporation, has consented to the Borrower granting to the Collateral Agent a collateral interest in the BNSF Sublease.

“BNSFProperty”meansthatcertainrealpropertydescribedin ExhibitAtotheBNSFSublease.

“BNSFSiteMap”hasthemeaninggiventosuchtermin Section5.04(q)(Biii)(3C).

"BNSFSublease”"meansthatcertainSubleaseAgreementdatedasofDecember 17,2021,byand between CMR and the Borrower, as evidenced by that certain Memorandum of Sublease, dated as of December17, 2021, recorded on December17, 2021 as Document Number R0422853 of the Official Public Records of Cascade County, Montana.

"Board"meanstheBoardofGovernorsoftheFederalReserveSystemoftheUnitedStates(orany successor).

"Borrower"hasthemeaninggiventosuchterminthepreamblehereto.

"Borrower Advance Date Certificate" has the meaning given to such term in Schedule3to Exhibit A(Form of Advance Request).

"BorrowerEntity"meanseachof:

(a)the Borrower;

(b)DirectParent;

(c)theSponsors;

(d)CMR;

(e)anySubsidiaryoftheBorrower;and

(f)any Major Project Participant that is an Affiliate of any of the foregoing (an “Affiliated Major Project Participant”).

"Borrower Instruments" has the meaning given to such term in Section 3.2 of the FFB Note Purchase Agreement.

"Borrower's“Borrower’sAccountant"”meansGrantThorntonLLPorsuchotherfirmofindependentcertified public accountants of nationally recognized standing as may be appointed by the Borrower from time to time with the prior written approval of DOE.

"Borrower Entity’sEntity'sAccountant" means, with respect to each Borrower Entity (other than the Borrower), Grant Thornton, LLP or such other firm of independent certified public accountants of nationally recognized standing as may be appointed by such Borrower Entity from time to time with the prior written approval of DOE.

"Broker'sLetterofUndertaking"meanseachletterdeliveredortobedeliveredbytheBorrower's insurance broker to DOE, substantially in the form set out in Annex A(Form of Broker's Letter of Undertaking) to Schedule 7.03(Required Insurance) or any other form acceptable to DOE.

"BudgetedContingency"meansthelineitemsforallocatedandunallocatedcontingencies included in the Construction Budget.

"BusinessDay"meansanydayonwhichFFBandtheFederalReserveBankofNew Yorkareboth open for business.

"CalculationDate"meansMarch31,June30,September30andDecember 31ofeachcalendar

year.

"Calumet Parent" meansCalumet,Inc.apubliclytraded corporationincorporated inthe Stateof Delaware.

"Capital Expenditures" means all expendituresthat should be capitalized in accordance with the Designated Standards.

"Capital Lease" means, for any Person, any lease of (or other agreement conveying the right to use) any property of such Person that would be required, in accordance with the Designated Standards, to be capitalized and accounted for as a capital lease on a balance sheet of such Person.

"“CapitalLeaseObligations"”means,withrespecttoanyPerson,theobligationsofsuchPersonto pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under the Designated Standard, and the amount of such

obligations shall be the capitalized amount thereof determined in accordance with the Designated Standard.

"“CashEquivalents"”meansanyofthefollowing,totheextentownedbytheBorrowerfreeand

clearofallLiens(otherthanLienscreatedundertheSecurityDocuments):

(a)direct obligations of the United States (including obligations issued or held in book-entry form on the books of the United States Department ofthe Treasury) or obligations, the timely payment of principalandinterestofwhichisfullyguaranteedbytheUnitedStatesmaturingnotmorethanonehundred eighty (180) days from the date of the creation thereof;

(b)obligations, debentures, notes or other evidence of Indebtedness issued or guaranteed by any agency or instrumentality of the United States maturing not more than one hundred eighty (180) days from the date of the creation thereof;

(c)interest-bearingdemandortimedeposits(includingcertificatesofdeposit)thatareheldin bankswithageneralobligationratingofnotlessthan"A-"byS&PortheequivalentratingbyMoody's,or ifnotsorated,securedatalltimes,inthemannerandtotheextentprovidedbylaw,byCollateraldescribed in clause (a)(a)or (b)(b)of this definition, of a market value of no less than the amount of moneys so invested maturing not more than one hundred eighty (180) days from the date of the creation thereof;

(d)commercial paper rated (on the date of acquisition thereof) at least "A-1" or "P-1" or equivalentbyS&PorMoody's,respectively(oranequivalentratingbyanothernationallyrecognizedcredit ratingagencyofsimilarstandingifneitherofsuchcorporationsistheninthebusinessofratingcommercial paper), maturing not more than ninety (90) days from the date of creation thereof;

(e)money market funds, so long as such funds are rated "Aaa" by Moody's and "AAA" by S&P; and

any Advances, loans or extensions of credit or any stock, bonds, notes, debentures or other securities asDOE may from time to time approve.

"CashFlowAvailableforDebtService"meansforanyperiod,thesumdeterminedinaccordance withtheBorrower'sDesignatedStandardforsuchperiodofProjectrevenue(excludingnon-cashitemsand extraordinaryrevenuesreceivedduringsuchperiodforaneventthatoccurredduringsuchperiod)received during such period, minus:(a)cash operating andmaintenance expenses;(b) increases in working capital;

(c) Taxes related to the ownership or use of property paid with cash; (d) Capital Expenditures; (e) the Maintenance Fee and ongoing maintenance fees of DOE’s independent consultants; and (f) required periodic decommissioning or restoration contributions paid or payable as required under the Financing Documents.

"Cash Sweep Mandatory Prepayment" has the meaning given to such term in Section3.05(c)(i)(H)(Mandatory PrepaymentsSection 3.05(c)(i)(H) (Mandatory Prepayments).

"Certificate Specifying Authorized Borrower Officials" has the meaning given to such term in the FFB Note Purchase Agreement.

"ChangeofControl"means:

(a)any failure of the Sponsors (individually or collectively) to Control the Borrower and Direct Parent;

(b)any failure of the Sponsors (individually or collectively) to own and control, directly or indirectly, fifty percent (50%) (by both vote and value) of the voting and economic securities of any

Borrower Entity (excluding any other Sponsor); provided, that the Sponsor may not transfer, or the cause the issuance of, any economic or voting securities in any other Borrower Entity to a Prohibited Person;

(c)anyfailureofCalumetParenttoownandcontrol,directlyorindirectly,twentyfivepercent (25%) (by both vote and value) of the voting and economic securities of any Borrower Entity (excluding any other Sponsor);

(d)morethanone-third(1/3)oftheboardofdirectorsofanyBorrowerEntity(otherthanthe Sponsor)beingnominatedorappointedbyanyPersonotherthantheSponsor,theSponsor’swholly-owned subsidiaries or board members nominated by the Sponsor;

(e)anyfailureoftheDirectParenttodirectlyownonehundredpercent(100%)(bothbyvote and value) of the Equity Interest of the Borrower;

(f)as of the date a Person (other than a Qualified Public Company Shareholder or a Person holding interests through a Qualified Investment Fund) first acquires direct or indirect ownership of ten percent (10%) or more of the voting or economic interests in the Borrower, if such Person is a Prohibited Person;

"ChangeOrder"meansanychangeorderorvariationorder,amendment,supplementor modification in respect of any Construction Contract.

"Closing Certificate" has the meaning given to such term in Section5.015.01(g)(g)(i)(Execution Date CertificatesExecution Date Certificates) and Exhibit D(Form of Closing Certificate).

“ClosingLetter”hasthemeaninggiventosuchterminSection5.03(u)(ii).5.03(u)(ii).

"Code" means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

"Collateral" means(a) allreal propertyoftheBorrower(includingamortgageordeedoftrust on all easements, leasehold and fee interests of the Borrower); (b) all feedstock, inventory and all other personalpropertyandothertangibleassetsoftheBorrower(includingallProjectDocumentsandRequired Approvals); (c) all intangible assets and intellectual property of the Borrower, including licenses therefor;

(d)all cash and investments of the Borrower, whether or not in controlled accounts, including the Project Accounts;(e)allotherassetsoftheBorrower;(f)allequityinterestsoftheBorrower;(whichareownedby Direct Parent); (g) all Project assets (e.g., shares in the Project, accounts, inventories, insurance proceeds, key agreements, etc.); and (h) other collateral designated as such by the Borrower and agreed to by DOE.

"Collateral Agent" means Citibank, N.A., acting through its Agency and Trust business in its capacityascollateralagentforthebenefitoftheSecuredParties,oranysuccessorcollateralagentappointed from time to time pursuant to the Accounts Agreement.

"CommercialOperationsDate"hasthemeaninggiven tosuchtermin Schedule5.01(j)(Project Milestone Schedule).

"Commissioning" has the meaning given to such term in Schedule5.01(j)(Project Milestone Schedule).

"CommissioningPlan"hasthemeaninggiventosuchterminSchedule5.01(j)(ProjectMilestone Schedule).

"Community Benefits Plan and Justice40 Annual Report" has the meaning given to such term in Section 8.02(c)(C) (Labor Reporting and Justice40 Initiative Reporting Requirements).

"Company Account" has the meaning given to such term in the Accounts Agreement. "ComplianceCertificate"hasthemeaninggiventosuchterminSection8.01(c)(Compliance8.01(c)(Compliance

CertificatesCertificates).

"ComptrollerGeneral"meansComptrollerGeneraloftheUnitedStates.

“ConditionalCommitmentLetter”hasthemeaninggiventosuchterminthepreliminary

statements.

"Construction Account" has the meaning given to such term in the Accounts Agreement. "ConstructionBudget"meanstheInitialConstructionBudget,asupdated,amendedor

supplementedfromtimetotimepursuanttothetermshereof.

"Construction Change" has the meaning given to such term in Section9.07(a)(Approved Construction Changes; Project Milestone Schedule; Budgets9.07(a) (Approved Construction Changes; Project Milestone Schedule; Budgets).

"ConstructionContract"means,eachof:

(a)theConstructionManagementContracts;

(b)theEquipmentSupplyContracts;

(c)anyother contracts,agreementsandother documents,includingall material sub-contracts and all related guarantees or other credit support instruments, necessary or appropriate for Project Construction;

(d)totheextentapplicable,oneormoreconstructioninterfacecontractsexecutedbymaterial contractors governing the interface of construction activities on the Project Site and corresponding risk/liability allocation; and

(e)any other document designated as a Construction Contract by the Borrower and DOE. "ConstructionContractor"meansanypartytoanyConstructionContract,excludingthe

Borrower.

"Construction Management Contract" means a construction management agreement to be entered into between the construction management contractor and the Borrower pursuant to which the constructionmanagement contractor agreesto provideconstructionmanagement servicesto the Borrower to coordinate all construction activities in accordance with the terms of the Construction Contracts, Required Approvals, Applicable Law and Prudent Industry Practice.

"ConstructionProgress Report" means amonthlysummaryconstructionreport,certifiedbythe Borrower andthe Independent Engineerascorrectandnotmisleadinginanymaterialrespect, whichshall include:

(a)a detailed assessment of the Project's performance in comparison with the Construction Budget and Project Milestone Schedule, in each case, then in effect for such period, including:

(i)basicdatarelatingtoconstructionoftheProject;

(ii)a description and explanation of any Event of Loss, Adverse Proceedings or other material disputes between the Borrower and any Person; and

(iii)anymaterialnon-compliancewithanyRequiredApprovalthenineffect;

(b)anupdatedProjectMilestoneScheduleandanupdatedConstructionBudget,reflectingany Approved Construction Changes (or certification that no changes or updates are then required);

(c)a statement that the Project is on schedule to achieve the Project Completion Date by the Project Completion Longstop Date; and

(d)astatementthattheaggregateamountexpendedforeachPunchListItemdoesnotexceed theaggregateamountbudgetedforsuchcostintheConstructionBudget,exceptforApprovedConstruction Changes.

"ContestClaim"meansanyTaxoranyLienorotherclaimorpaymentofanynature.

“ContingentEquityCommitment”hasthemeaninggiventosuchtermintheSponsorSupport

Agreement.

"Contingent Obligations"means, asto any Person,any obligation of such Personwithrespectto anyIndebtedness("primaryobligations")ofanyotherPerson(the"primaryobligor")inanymanner,

whether directly or indirectly, including any obligation of such Person, whether or not contingent, as a guarantee or otherwise:

(a)forthepurchase,paymentordischargeofanysuchprimaryobligation;

(b)to purchase, repurchase or otherwise acquire such primary obligations or any property constituting direct or indirect security therefor, including the obligation to make take or pay or similar payments;

(c)toadvanceorsupplyfunds;

(d)to maintain working capital or equity capital of the primary obligor or otherwise to maintainthenetworthorsolvencyoranybalancesheetitem,levelofincomeorfinancialconditionofthe primary obligor;

(e)topurchaseproperty,securitiesorservicesprimarilyforthepurposeofassuringtheholder of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; or

(f)otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof, including with respect to letter of credit obligations, swap agreements, foreign exchange contracts and other similar agreements (including agreements relating to derivative instruments),

provided, that, (i) the term "Contingent Obligation" shall not include endorsements of instruments for depositorcollectionintheOrdinaryCourseofBusiness;and(ii)theamountofanyContingentObligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

"Contractual Obligation" means, as to any Person, any provision of any security issued by such Personorofanyagreement,instrumentorotherundertakingtowhichsuchPersonisapartyorbywhichit or any of its property is bound.

"Control" means the power, directly or indirectly, to direct or cause the direction of the management or business or policies of a Person (whether through the ownership of voting securities or partnership or other ownership interests, by contract, or otherwise); and the words "Controlling," "Controlled," and similar constructions shall have corresponding meanings.

"Copyrights" means any and all (a) copyright rights in any work subject to copyright laws of the UnitedStatesoranyotherjurisdiction,whetherasauthor,assignee,transfereeorotherwise,includingMask Works (as defined under 17 U.S.C. § 901 of the U.S.Copyright Act)(in each case, whether registered or unregistered); (b) registrations and applications for registration of any such copyrights, including registrations, extensions, renewals recordings, supplemental registrations and pending applications for registrationintheUnitedStatesCopyrightOfficeoranyforeignequivalentoffice;and(c)otherCopyrights as set out in Schedule A of the IP Security Agreement.

"Cost Overrun" means any actual aggregate costs of achieving Substantial Completion in excess ofthetotalamountofProjectCostssetforthintheConstructionBudgetdeliveredasoftheExecutionDate (excludinganycostsincurredandpaidforpriortothestartdateoftheConstructionBudgetandnotcounted

towards the Base Equity Commitment), including (a) any liquidated damages payable by the Borrower under any Project Document; (b) any Debt Service and other costs and expenses under the Financing Documents; and (c) all other costs, expenses and liabilities incurred as a result of any delay in achieving Substantial Completion.

"CPA Goods" means any equipment, materials or commodities procured, contracted or obtained for the Project, the cost of which has been or is projected to be paid or reimbursed with proceeds of any Advance, and that may be transported by ocean vessel.

"CreditSubsidyCost"meansthe"costofadirectloan,"asdefinedinSection502(5)(B)ofFCRA. "CurrencyofDenomination"hasthemeaninggiventosuchterminSection11.06(JudgmentJudgment

CurrencyCurrency).

"Data ProtectionLaws" means any and all foreign or domestic (including U.S.federal, state and local)ApplicableLawsrelatingtotheprivacy,security,notificationofbreaches,Processingofanydataor information that identifies or can be used to identify an individual, household or device, whether directly or indirectly, in each case, in any manner applicable to any Borrower Entity or any of its Subsidiaries.

"Davis-Bacon Act" means Subchapter IV of Chapter 31 of Part A of Subtitle II of Title 40 of the UnitedStatesCode,includingandasimplementedbytheregulationssetforthinParts 1,3and5oftitle29 of the Code of Federal Regulations.

"Davis-Bacon Act Covered Contract" means any contract, agreement or other arrangement for the construction, alteration or repair (within the meaning of Section 276a of the Davis-Bacon Act and 29 C.F.R. 5.2) of all or any portion of the Project.

"“Davis-Bacon Act Requirements"”the requirement that all laborers and mechanics employed by contractorsandsubcontractorsintheperformanceofconstructionworkfinancedinwholeorinpartbythe GuaranteedLoanshallbepaidwagesatratesnotlessthanthoseprevailingonprojectsofacharactersimilar in the locality as determined by the Secretary of Labor in accordance with the Davis-Bacon Act, and all regulations related thereto, including those set forth in 29 CFR 5.5, and all notice, reporting and other obligations related thereto as required by DOE, including the obligations under Section 8.02(b)(vi)Section 8.02(c)(Labor ReportingandJustice40InitiativeReportingRequirements)andtheinclusionoftheprovisionsinExhibitG(Davis-BaconActContractProvisions)andtheappropriatewagedetermination(s)oftheSecretaryofLabor in each Davis-Bacon Act Covered.

"DBA Compliance Matter" means any deviation from compliance with the applicable Davis- Bacon Act Requirements.

"DBAComplianceMatterContractor"meanstheDBAContractPartythatispartytotheDavis- Bacon Act Covered Contract giving rise to the DBA Compliance Matter.

"DBA Contract Party" means any contractor, subcontractor (including any lower tier subcontractor)orotherPerson(otherthananyBorrowerEntity)thatispartytoaDavis-BaconActCovered Contract.

"DBAHoldbackAccount"hasthemeaninggiventosuchtermintheAccountsAgreement.

"DBAHoldbackAmount"meansthesumof(a)theaggregateamountofbackwagesdetermined from time to time by DOL, or any office thereof, as being due and payable to any employees of DBA Contract Parties as a result of any violation of the Davis-Bacon Act Requirements, whether or not such determination has become final, and which back wages have not been paid in full to such employees or determined by a final action of DOL to not be payable to such employees; and (b) any other amount otherwise required to be withheld in accordance with Exhibit G(Davis-Bacon Act Contract Provisions).

"Debarment Regulations" means all of the following: (a) Subpart 9.4 (Debarment, Suspension, and Ineligibility) of the Federal Acquisition Regulations, 48 C.F.R. 9.400–9.409; and (b) theGovernment-wideDebarmentandSuspension(Non-procurement)regulations(CommonRule),2C.F.R.

200.214implementingExecutiveOrders12549and12689,and2C.F.R.Part180,assupplementedby

2C.F.R.Part 901.

"DebtService"means,withrespecttoanyperiod,thesumof(a) principal,interest,feesandother amountspaidortobepaidundertheFinancingDocumentsand(b)all otherpaymentsmadeortobemade with respect to other Indebtedness for Borrowed Money of the Borrower.

"Debt ServiceCoverageRatio"means(a)theHistorical Debt ServiceCoverageRatio; or (b)the Projected Debt Service Coverage Ratio, as applicable.

"DebtServiceReserveAccount"hasthemeaninggiventosuchtermintheAccountsAgreement. "DebtSizingParameters"hasthemeaningassetoutinSection2.072.07(a)(a)(v)(DeterminationofDetermination of

AdvanceAmountsAdvance Amounts).

"Debt to Equity Ratio" has the meaning set out in Section5.04(pp)Section 5.04(oo)(Debt to Equity Ratio).

"Default"meansanyeventorcircumstancethatwiththegivingofnotice,thelapseoftime,orboth

wouldbecomeanEventofDefault.

"Depositary Bank" means Citibank, N.A., acting through its Agency and Trust business in its capacity asdepositary bank, or any successor accountbank appointedfromtotime totimepursuantto the Accounts Agreement.

"DesignatedStandard"means:

(a)with respect to the Borrower, GAAP or IFRS (provided, that, unless such standards are GAAP,anyFinancialStatementspreparedinaccordancetherewithshallincludeareconciliationtoGAAP, certified by the Borrower's Accountant); and

(b)withrespecttoanyPersonotherthantheBorrower,anyofGAAP,IFRSorotherapplicable and appropriate generally accepted accounting principles to which such Person is subject and that may be applicable thereto from time to time.

"DirectAgreement"meanseachdirectagreemententeredintobetweenaMajorProjectParticipant and the Collateral Agent in respect of each Major Project Document, in form and substance acceptable to DOE.

"DirectParent"hasthemeaninggiventosuchterminthepreamblehereto.

"Disclosure Form to Report Lobbying" has the meaning given to such term in Section5.01(ee)Section 5.01(dd)(Lobbying Certification).

"Disposition" means, with respect to any property or assets, any single or series of related sales, transfers,conveyances,leases,licenses or other dispositions thereof,and the terms "Dispose" and"Disposed of" shall havecorrelativemeanings; provided,that theterm "Disposition" shall not includethe creation or existence of any Permitted Lien, so long as no ownership is transferred to any party pursuant thereto.

"DistributionDate"hasthemeaninggiventosuchtermintheAccountsAgreement. "DOE" has the meaning given to such term in the preamble hereto.

"DOE Default Interest Rate" has the meaning given to such term in Section4.01(e)(Reimbursement and Other Payment Obligations4.01(e) (Reimbursement and Other Payment Obligations).

"“DOEExtraordinaryExpenses"”means,inconnectionwithanytechnical,financial,legalorother difficulty experienced by the Project (e.g. engineering failure or financial workouts) that requires DOE to incur time or expenses (including third party expenses) beyond standardmonitoring and administration of theFinancingDocuments,theamountsthatDOEdeterminesarerequiredto:(a)reimburseDOE'sadditional internal administrative costs (including any costs to determine whether an amendment or modification wouldberequiredthatcouldconstitutea"“modification"”(asdefinedinSection502(9)ofFCRA));and

(b)any related fees and expenses of the Secured Party Advisors to the extent not paid directly by on or behalf of the Borrower.

“DOEGuarantee”hasthemeaninggiventosuchterminthepreamblehereto.

"DOE Guarantee Payment" has the meaning given to such term in Section4.01(c)4.01(c)(Reimbursement and Other Payment Obligations).

"DOL"meanstheUnitedStatesDepartmentofLabor.

"Dollars"or"USD"or"$"meansthelawfulcurrencyoftheUnitedStates.

"DrawstopNotice"hasthemeaninggiventosuchterminSection2.04(c)(DrawstopNotices2.04(c)(Drawstop Notices)and Exhibit B(Form of Drawstop Notice).

"EBITDA" means, for any period, (a) Net Income (before extraordinary or other nonrecurring items)forsuchperiod,plus(b)totheextentdeductedin determining Net Incomefor suchperiod,thesum of (i) Interest Expense, plus (ii) Taxes, plus (iii) depreciation and amortization.

“ElectronicCertifiedPayrollSystem” means anyelectronic certifiedpayroll reportingsoftware

thatiscompliantwiththecertifiedpayrollrequirementsoutlinedin29CFR5.5(a)(3)(ii).

"Electronic Format" means an unalterable electronic format (including Portable Document Format (.pdf)) with a reproduction of signatures where required or such other format as shall be mutually agreed between the Borrower and DOE.

"Electronic Signature" has the meaning given to such term in Section11.1811.18(Counterparts; Electronic Signature).

"EligibleProject"hasthemeaninggiventosuchtermintheApplicableRegulations.

"Eligible Project Costs" means Project Costs that satisfy each of the following conditions: (a) DOE has determined the Project Costs to be "eligible costs" in accordance with Section 609.2 and 609.10 oftheApplicableRegulations;(b)theProjectCostshavenotbeenpaidandarenotexpectedtobepaidany timeaftertheFirstAdvanceDatewith(i)anyfederalgrants,assistance,orloans(excludingtheGuaranteed Loan);or(ii)otherfundsguaranteedbytheFederalGovernment;(c)theProjectCostsareidentifiedinthe ConstructionBudget;and(d)theProjectCostsdonotconstituteCostOverruns.Fortheavoidanceofdoubt,

(x) costs incurred in preparation of the Project Site and construction of the external shells of building infrastructure and (y) the initial funding of any Project Account (other than the Debt Service Reserve

Account) toits Account Funding Requirement(assetforthin the Accounts Agreement) shall in each case shall not constitute Eligible Project Costs.

"Emergency"meansanunforeseeableevent,circumstanceorcondition(includingasaresultofan Event of Loss), that in the good faith judgment of the Borrower (and subsequently confirmed by the Independent Engineer using information and facts that were available to the Borrower at the time that the applicable mitigation measures were implemented) necessitates the taking of immediate measures to prevent or mitigate: (a) a life threatening situation, safety, environmental or regulatory non-compliance concern, including breach of any Applicable Law; or (b) to prevent or mitigate an event or circumstance not known or reasonably foreseeable prior to the preparation of the O&M Budget.

"EmergencyOperatingCosts"meansthoseamountsrequiredtobeexpendedinordertoprevent ormitigateanEmergency;provided,thatsuchexpendituresareeither:(a)payableunderaninsurancepolicy (inanaggregateamountnottoexceedfivemillionDollars($5,000,000)inanytwelve(12)monthperiod);

(b)payablebyinsuranceora warrantyprovided underany ProjectDocument (in an aggregateamount not toexceedfivemillionDollars($5,000,000)inanytwelve(12)monthperiod);or(c)inanamountthatdoes not exceed five million Dollars ($5,000,000) in any twelve (12) month period.

"Employee Benefit Plan" means, collectively, (a) all "employee benefit plans" (as defined in Section3(3)ofERISA)includinganyMultiemployerPlanswhichareoratanytimehavebeenmaintained or sponsored by any Borrower Entity or ERISA Affiliate or to which any Borrower Entity or ERISA Affiliate has ever made, or been obligated to make, contributions or with respect to which any Borrower Entity or ERISA Affiliate has incurred or is likely to incur any liability or obligation, and (b) all Pension Plans.

"Environmental Assessment" means the environmental review completed under the NEPA for this Agreement.

"Environmental Claim" means any and all obligations, liabilities, losses, abatements, administrative, regulatory or judicial actions, suits, demands, decrees, claims, liens, judgments, notices of noncompliance or violation, investigations, proceedings, clean-up, removal or remedial actions or orders, or damages (foreseeable and unforeseeable, including consequential and punitive damages) or penalties relating in any way to any Environmental Law or any Governmental Approval issued under any such Environmental Law, including (a) any and all Indemnity Claims by any Governmental Authority for enforcement,clean-up,removal,response,remedialorotheractionsordamagespursuanttoanyapplicable Environmental Law, and (b) any and all Indemnity Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Substances,theviolationorallegedviolationofanyEnvironmentalLawortheviolationorallegedviolation ofany

GovernmentalApprovalissuedthereunder,orarisingfromallegedinjuryorthreatofinjurytohuman health, safety or the environment.

"EnvironmentalConsultant"meansERM,Kleinfelder,ICF,orsuchotherPersonappointedfrom time to time by DOE to act as environmental consultant in connection with the Project.

"Environmental Laws" means any and all foreign, Federal, state, provincial, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Applicable Law (including common law) regulating, relating or imposing liability or standards of conduct concerning (i) protection of human health or safety (as it relates to exposure to Hazardous Substances), the environment or natural resources; or (ii) the presence, Release or threatened

Release, generation, use, management, handling, transportation, treatment, storage, or disposal of Hazardous Substances, in each case of clause (i)and (ii)as now or may at any time hereafter be in effect.

"EPC Contract" means a single agreement with a contractor or multiple agreements with contractors responsible for the engineering, procurement, and construction activities required for the Project.

"Equipment Supplier" shall have the meaning given to such term in the Security Agreement. "EquipmentSupplyContract"meansanagreementoutliningthedeliveryofequipmentrequired

fortheprojectasoutlinedintheEPCcontractsConstructionContracts.

"EquityContribution"hasthemeaninggiventosuchtermintheSponsorSupportAgreement. "Equity ContributionAccount"hasthemeaninggiventosuchtermintheAccountsAgreement. "Equity Document" means each of:

(a)theSponsorSupportAgreement;

(b)eachotheragreementbetweenanySponsorandDOEregardingtheBorrowerorthe Project; and

(c)eachotheragreementpursuanttowhichanySponsoragreestoanyobligations,conditions, representations or covenants in relation to the Project.

"EquityInterests"meansanyandallshares,interests,participationsorotherequivalents(however designated) of capital stock of a corporation, any and all equivalent ownership interests, including partnership interests, limited liability interests and trust beneficial interests, in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing and all rights (including, but not limited to, voting rights), and interests with respect to or derived from such equity interest.

"Equity Owner" means, with respect to any Person, another Person holding Equity Interests in such first Person.

"Equity Pledge Agreement" means the Equity Pledge Agreement entered into as of the First AdvanceDateunderTranche1betweentheDirectParentandtheCollateralAgentinrespectoftheDirect Parent’s Equity Interests in the Borrower.

"ERISA"meanstheUnitedStatesEmployeeRetirementIncomeSecurityActof1974,asamended from time to time, and the regulations promulgated and rulings issued thereunder.

"ERISA Affiliate" means any person, trade or business (whether or not incorporated) that would be deemed at any relevant time to be: (a) a single employer with a Borrower Entity under Section 414(b), (c),

(m) or (o) of the Code; or (b) under common control with a Borrower Entity under Section4001 of ERISA.

"ERISAEvent"means:

(a)a reportable event as defined in Section 4043 of ERISA with respect to a Pension Plan, excluding, however, such events as to which the PBGC by regulation has waived the requirement of Section4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event. Notwithstanding the foregoing, the existence of a failure to meet the minimum funding standard of Section412 of the Code or Section 302 of ERISA with respect to any Pension Plan shall be a reportable event for the purposes of this paragraph (a)(a)regardless of the issuance of any waiver;

(b)a withdrawal by any Borrower Entity or ERISA Affiliate from a Pension Plan or the termination of any Pension Plan resulting in liability under Sections 4063 or 4064 of ERISA;

(c)the withdrawal of any Borrower Entity or ERISA Affiliate in a complete or partial withdrawal(withinthemeaningofSections 4201,4203and4205ofERISA)fromanyMultiemployerPlan if there is any liability with respect to such withdrawal, or the receipt by any Borrower Entity or ERISA Affiliateof noticefrom anyMultiemployer Planthat itis insolvent withinthemeaning of Section 4245of ERISA;

(d)the filing of a notice of intent to terminate any Pension Plan, or the treatment of a plan amendmentasatermination,ortheterminationofanyPensionPlanunderSection4041or4042ofERISA, or the termination of any Multiemployer Plan under Section 4041A of ERISA; or the commencement of proceedings by the PBGC to terminate, or to appoint a trustee to administer, a Pension Plan or Multiemployer Plan;

(e)thepresentvalueofallnon-forfeitableaccruedbenefitsunderanyPensionPlan(usingthe actuarialassumptions utilized bythe PBGCuponterminationofanemployeepensionbenefitplan subject to Title IV of ERISA) (in the opinion of DOE) materially exceeding the fair market value of the Pension Plan's assets allocable to such benefits, all determined as of the most recent valuation date for each such Pension Plan;

(f)the imposition of liability on any Borrower Entity or ERISA Affiliate pursuant toSections 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA;

(g)thefailurebytheBorroweroranERISAAffiliatetomakeanyrequiredcontributionunder Section412 or 430 of the Code to an Employee Benefit Plan, the failure to meet the minimum funding standardofSection302ofERISAorSection412oftheCodewithrespecttoanyPensionPlan(whetheror not waived), the failure to make by its due date a required installment under Section 303(j) of ERISA or Section430(j)oftheCodewithrespecttoanyPensionPlanorthefailuretomakeanyrequiredcontribution to a Multiemployer Plan under Section 304 of ERISA or Section 431 of the Code;

(h)an event or condition that would reasonably be expected to constitute grounds under Section4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan;

(i)the imposition of any liability under Title I or Title IV of ERISA (other than PBGC premiums due but not delinquent under Section4007 of ERISA) upon any Borrower Entity or ERISA Affiliate;

(j)an application for a funding waiver under Section 302(c) of ERISA or Section412(c) of the Code with respect to any Pension Plan;

(k)theimpositionofanylienonanyoftherights,propertiesorassetsofanyBorrowerEntity orERISAAffiliate,orthepostingofabondorothersecuritybyofsuchentities,ineithercasepursuantto Title I or IV of ERISA or to Section 412, 430, or 436 of the Code;

(l)the making of any amendment to any Pension Plan that could directly result in the imposition of a lien or the posting of a bond or other security;

(m)theoccurrenceofanon-exemptprohibitedtransaction(withinthemeaningofSection 4975 of the Code or Section 406 of ERISA);

(n)thedeterminationthatanEmployeeBenefitPlan'sPlan’squalificationortax-exemptstatusunder Section 401(a) of the Code has been or could be revoked;

(o)a determination that any Employee Benefit Plan is, oris expectedto be, in"at risk" status (within the meaning of Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code);

(p)the receipt by any Borrower Entity or ERISA Affiliate of any notice of the imposition of withdrawalliabilityorofadeterminationthataMultiemployerPlanis,orisexpectedtobe,in"endangered" or "critical" status within the meaning of Section 305 of ERISA or Section 432 of the Code; or

(q)theoccurrenceofanyForeignPlanEvent.

"EventofDefault"hasthemeaninggiventosuchtermin Section10.01(EventsofDefault10.01(Events of Default).

"EventofForceMajeure"meansaneventorcircumstancebeyondthereasonablecontrolof,and not the result of the fault or negligence of, the Borrower, and that could not have been prevented by the exercise of reasonable diligence by the Borrower, including any act of God, fire, flood, severe weather, epidemic, equipment failure, failure or delay in issuance of Governmental Approvals (but which Governmental Approval Borrower must be using commercially reasonable efforts to obtain) or other acts or inaction of Governmental Authorities (but which act or inaction the Borrower must be using commercially reasonable efforts to contest or reverse), change in Applicable Law, default by suppliers or contractors,quarantinerestriction,explosion,sabotage,strikeorothermateriallabordisruption,actofwar, act or threat of terrorism or riot or civil commotion.

"EventofLoss"meansanycondemnation,expropriationortaking(includingbyanyGovernmental Authority) of any portion of the Project or Collateral, or any other event that causes any portion of the Project or the Collateral to be damaged, destroyed or rendered unfit for normal use for any reason whatsoever,includingthroughafailureoftitle(ordefecttherein)oranydamage,destructionorlossofsuch property.

"Excess Advance Amount" means, on any date of determination with respect to any Advance under the FFB Note, an amount equal to the total proceeds of such Advance that were (a) applied by the Borrower to reimburse itself for applicable Project Costs incurred and paid but which did not constitute Eligible Project Costs relating to the FFBNote for which such Advance was sought; or (b) not applied by theBorrowertopayEligibleProjectCostsincurredandinvoicedrelatingtotheFFBNotesforwhichsuch Advance was sought.

"ExcessCashAccount"hasthemeaninggiventosuchtermintheAccountsAgreement.

"Excess Guaranteed Loan Amount" means, with respect to each Tranche, the amount by which the aggregate principal amount of all Advances made under the FFB Note applicable to such Tranche exceeds the applicable Maximum Tranche Amount, the aggregate capitalized interest under the FFB Note

exceeds the Maximum Capitalized Interest Amount or the aggregate amount of each Advance otherwise exceeds the Debt Sizing Parameters.

"Execution Date" means the date on which all of the conditions precedent set out in Section5.01(Conditions Precedent to the Execution Date5.01 (Conditions Precedent to the Execution Date) have been satisfied or waived and the Guaranteed Loan is fully executed and delivered by all parties thereto.

"ExecutionDateBaseCaseFinancialModel"hasthemeaninggiventosuchtermin Section 5.01(i)(ii)5.01(i)(ii)(Base Case Financial Model).

“ExistingCredit Facility”meanseachoftheagreementslisted in Schedule6.01(Existing Credit Facilities).

"Extraordinary Amount" means any cash or other amounts or receipts received by, on behalf of oronaccountoftheBorroweror,totheextentreceivedinconnectionwiththeProject,anyBorrowerEntity, not in the Ordinary Course of Business, including (a) indemnification payments; (b) any cash or other receiptsinthenatureofindemnificationpaymentsunderorinrespectofanyacquisitiondocumentationor anyrelateddocumentation;and(c)anyjudgmentorsettlementproceeds,orotherconsiderationofanykind received in connection with any cause of action or proceeding, other than, in each case, cash or other amounts or receipts received in connection with the proceedings set forth on Schedule6.08. Tothe extent anysuchcash,amountsorreceiptsarereceivedbyanyotherBorrowerEntityinconnectionwiththeProject, the Borrower shall cause such cash, amounts or receipts to be transmitted to the Borrower and applied as Extraordinary Amounts hereunder.

"Facility Fee" means a facility fee equal to eight million six hundred thirty-nine thousand eight hundred sixteen Dollars and fifty four cents ($8,639,816.54), to be paid by the Borrower to DOE on the Execution Date.

"FCRA"meanstheFederalCreditReformActof1990,P.L.101-508,104Stat.1388-609(1990),

asamendedbyP.L.105-33,111Stat.692(1997).

"Federal Funding" means any funds obtained from the United States or any agency or instrumentality thereof, including funding under any other loan program.

"Feedstock"meansfats,oils,andgreasesinaformandamountthatcanbeprocessedbythe

Project.

"Feedstock Supplier" means (a) each entity listed on Part C of Schedule5.01(d)(ii)-2(Major Project Documents; SpecifiedMajorProject Participant; FeedstockSupplier) orother feedstockprovider approved by DOE prior to the Effective Date, or (b) with respect to any feedstock agreement entered into by the Borrowerfollowingthe EffectiveDate,anyfeedstock providerin accordance withafeedstock plan or other criteria to be agreed in the Financing Documents or otherwise approved by DOE.

"Feedstock Supply Contract" means each feedstock supply arrangement entered into by the Borrower and a Feedstock Supplier.

"FFB" means the Federal Financing Bank, an instrumentality of the United States government createdbytheFederalFinancingBankActof1973thatisunderthegeneralsupervisionoftheSecretaryof the Treasury.

“FFBAdvanceRequest”meanstherequestforAdvancesrequiredtobedeliveredpursuanttothe terms of the FFB Note, which shall be substantially in the form of Exhibit A(Form of FFB Advance Request) to the FFB Note Purchase Agreement.

"FFBCommitment"meansthecommitmentofFFBtomakeFFBAdvancestotheBorrower pursuanttothetermsoftheFFBNotePurchaseAgreementinanaggregateprincipalamountnottoexceed

$1,439,969,423.18.

"“FFBDocument"”meanseachof:

(a)theProgramFinancingAgreement;

(b)theFFBNotePurchaseAgreement;

(c)the FFBNote;

(d)theSecretary’sInstruments;and

(e)anyotherdocuments,certificates,andinstrumentsrequiredinconnectionwiththeforegoing.

“"FFB Note" means each promissory note to be issued by the Borrower in favor of FFB in accordancewithotherFFBDocumentstoinduceFFBtoadvancefundsthereundertotheBorrower,assuch note may be amended, supplemented, substituted and restated from time to time in accordance with its terms.

"FFB Note Obligations" means, collectively, the unpaid principal of and interest on Advances madeundertheFFBNote,theFFBNoteReimbursementObligationsandallotherobligationsandliabilities of the Borrower (including interest accruing at the then applicable rate provided in the FFB Documents after maturity of the relevant Advances and FFB Note Reimbursement Obligations and Post-Petition Interest) to DOE or FFB or any subsequent holder or holders of such FFB Note (on any portion thereof), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, the FFB Note, the FFB Note Purchase Agreement, the Program Financing Agreement, the Security Documents, or any other document made, delivered or given in connection with any of the foregoing, in each case, whether on accountofprincipal,interest,charges,expenses,fees,attorneys'orotherSecuredPartyAdvisors'’feesand disbursements, reimbursement obligations, prepayment premiums, indemnities, costs, or otherwise (including all fees and Advances made with respect to the FFB Note of DOE or FFB or any subsequent holder or holders of such FFB Note (or any portion thereof) that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements).

"FFBNotePurchaseAgreement"meanstheFFBNotePurchaseAgreemententeredintobetween the Borrower, the Secretary of Energy and FFB prior to the Execution Date.

"FFBNoteReimbursementObligations"meansanyreimbursementobligationsoftheBorrower to DOE arising under, out of, pursuant to or in connection with the FFB Note.

"FinancialAdvisor"meansGlobalProjectFinanceAdvisoryCouncil.

"FinancialOfficer"means,withrespecttoanyPerson,thegeneralmanager,anydirector,thechief financialofficer,thecontroller,thetreasureroranyassistanttreasurer,anyvicepresidentoffinanceorany assistant vice president of finance or any other vice president or assistant vice president with significant responsibility for the financial affairs of such Person.

"Financial Statements" means, with respect to any Person, for any period, the balance sheet of suchPersonasattheendofsuchperiodandtherelatedstatementsofincome,stockholders'’equityandcash flows for such period and for the period from the beginning of the then-current Fiscal Year to the end of such period, together with all notes thereto and except in the case of the Borrower's Historical Financial Statements, with comparable figures for the corresponding period of the previous Fiscal Year, each prepared (except where otherwise noted herein) in accordance with the Designated Standard.

"FinancingDocument"meanseachof:

(a)thisAgreement;

(b)theAccountsAgreement;

(c)each FFBDocument;

(d)eachEquityDocument;

(e)eachSecurityDocument;

(f)theIntercreditorAgreement;

(g)SponsorSupport Agreement;

(h)totheextentrequiredby DOEpriortothe ExecutionDate, theSubordination Agreement;

and

(i)each other certificate, document, instrument or agreement executed and delivered by any Borrower Entity for the benefit of any Secured Party in connection with any of the foregoing.

"Financing Document Amounts" means any amounts payable or allegedly payable by the BorrowertoFFBunderanyprovisionofanyFinancingDocument,otherthanSection4.01(Reimbursement and Other Payment Obligations4.01(Reimbursement and Other Payment Obligations).

"First Advance" means, with respect to each Tranche, the first advance under such Tranche occurring on the relevant First Advance Date.

"First Advance Date" means, with respect to each Tranche, the date on which the first Advance under such Tranche has been made in accordance with this Agreement.

"FirstAdvanceLongstopDate"means,withrespectto:

(a)theTranche1,April9,2025;and

(b)theTranche2,October 1,2026.

“FirstAmendmentDate”means,August28,2026.

"FirstInterestPaymentDate"means,withrespecttoeachTranche,theearliertooccurof(a)the datethattheaggregateamountofcapitalizedinterestonalloutstandingAdvancesforsuchTrancheexceeds theMaximumCapitalizedInterestAmountforsuchTranche;and(b)thesumof(i)theoutstandingprincipal amount of each Advance under such Tranche; and (ii) aggregated amount of capitalized interest on all outstanding Advances under such Tranche, exceeds the Maximum Guaranteed Loan Amount for such Tranche.

"FirstPrincipalPaymentDate"means,March31,2029.

"FirstPriority"means,withrespecttoanyLienpurportedtobecreatedinanyCollateralpursuant to any Security Document, that such Lien:

(a)hasbeenvalidlycreatedandperfectedunderallApplicableLaw;

(b)istheonlyLientowhichsuchCollateralissubject,otherthananyPermittedLien;and

(c)isthemostseniorLienonsuchCollateralotherthanPermittedLiens.

"Fiscal Quarter" means the three (3)-month periods ending on March31, June30, September30 and December 31 of each Fiscal Year.

"FiscalYear"meanswithrespectto:

(a)theBorrower,theperiodbeginningonJanuary1andendingonDecember31;and

(b)anyotherPerson,suchPerson'sfinancialyear. "Fitch"means Fitch Ratings Ltd.

"Foreign Asset Control Regulations" means the United States Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V, as amended), or any ruling issued thereunder or any enabling legislation or Presidential Executive Order granting authority.

"ForeignPlan"meansanyemployeebenefitplan,program,policy,arrangementoragreementnot subject to ERISA or Section4975 of the Code, including any defined benefit pension plan maintained, contributed to or sponsored by the Borrower or any of its Subsidiaries for the benefit of employees employed outside the United States, other than any such plan, program, policy, arrangement or agreement that is funded through a trust or funding vehicle maintained exclusively by a Governmental Authority.

"ForeignPlanEvent"means,withrespecttoanyForeignPlan:

(a)the existence of unfunded liabilities in excess of the amount permitted under any ApplicableLaw,orinexcessoftheamountthatwouldbepermittedabsentawaiverfromaGovernmental Authority;

(b)thefailuretomaketherequiredcontributionsorpayments,underany ApplicableLaw, on or before the due date for such contributions or payments;

(c)thereceiptofanoticefromaGovernmentalAuthorityrelatingtotheintentiontoterminate any such Foreign Plan, or alleging the insolvency of any such Foreign Plan;

(d)theincurrenceofliabilitybytheBorroweroranyofitsSubsidiariesunderApplicableLaw onaccountofthecompleteorpartialterminationofsuchForeignPlanorthecompleteorpartialwithdrawal of any participating employer therein; or

(e)the occurrence of any transaction that is prohibited under any Applicable Law and that would reasonably be expected to result in the incurrence of any liability to the Borrower or any of its Subsidiaries,ortheimpositionontheBorroweroranyofitsSubsidiariesofanyfine,excisetaxorpenalty resulting from any non-compliance with any Applicable Law.

"FormofAdvanceRequest"hasthemeaninggiventosuchterm inSection2.03(a)2.03(a)(Advance Requests).

"Form of O&M Budget" means the form of O&M Budget set out in ExhibitR(Form of O&MBudget).

"Funds Withdrawal/Transfer Certificate" has the meaning given tosuch the termin the Accounts Agreement.

“Transfer/WithdrawalRequest”intheAccountsAgreement.

"GAAP"meansgenerallyacceptedaccountingprinciplesintheUnitedStatesasineffectfrom time

to time.

"Governmental Approval" means any approval, consent, authorization, license, permit, order, certificate, qualification, waiver, exemption,orvariance, or any otheraction of asimilarnature, of or bya Governmental Authority, including any of the foregoing that are or may be deemed given or withheld by failure to act within a specified time period.

"Governmental Authority" meansanyfederal,state,county,municipal, or regional authority, or any other entity of a similar nature, exercising any executive, legislative, judicial, regulatory, or administrative function of government.

"Governmental Judgment" means, with respect to any Person, any judgment, order, decision or decree, or any action of a similar nature, of or by a Governmental Authority having jurisdiction over such Person or any of its properties.

"Guarantee"means,astoanyPerson,obligations,contingentorotherwise(includingaContingent Obligation), guaranteeing or having the economic effect of guaranteeing any Indebtedness of another Person in any manner, whether directly or indirectly, and including any obligation:

(a)topurchaseor payanyIndebtednessortopurchaseorprovidesecurityforthepayment of any Indebtedness;

(b)topurchaseorleaseproperty,securitiesorservicesforthepurposeofassuringthepayment of any Indebtedness;

(c)to maintain working capital, equity capital or any other financial statement condition or liquidity of any other Person; or

(d)inrespectofanyletterofcredit,letterofguarantyorbondissuedtosupportanyobligation or Indebtedness,

exceptthatthetermGuaranteeshallnotincludeendorsementsforcollectionordepositinthe Ordinary Course of Business.

"Guaranteed Loan" has the meaning given to such term in Section2.012.01(Guaranteed Loan Purchase of the FFB Notes).

"Hazardous Substance" means any substances, chemicals, materials or wastes defined, listed, classified or regulated as hazardous, toxic or a pollutant or contaminant in, or for which standards are imposed by any Governmental Authority or under, any applicable Environmental Laws, including (a) any petroleum or petroleum by-products (including gasoline, crude oil or any fraction thereof), flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, per- and polyfluoroalkyl substances, and polychlorinated biphenyls, noise, odor, and vibration; and (b) any other chemical, material or substance of which the import, storage, transport, use, Release, or disposal of, or exposure to, is prohibited, limited or otherwise regulated under any Environmental Law.

"HedgingAgreement"meansanyagreementorinstrument(includingacap,swap,collar,option, forward purchase agreement or other similar derivative instrument) relating to the hedging of any interest under any Indebtedness, including any foreign currency trading or other speculative transactions.

"HistoricalDebtServiceCoverageRatio"means,asofanyCalculationDate,theratioof

(a)actual Cash FlowAvailable for Debt Service for the immediately preceding twelve (12) month period, to (b) aggregate Debt Service payable during such period.

"HistoricalFinancialStatements"meansasoftheExecutionDate,withrespectto:

(a)the Borrower, the audited Financial Statements for the Fiscal Year ending December 31, 2023, and the unaudited quarterly Financial Statements for the quarter ending September 30, 2024;

(b)each other Borrower Entity, the audited Financial Statements for the Fiscal Year ending 2023,andtheunauditedquarterlyFinancial StatementsfortheFiscal QuarterendingSeptember 30,2024.

"IFRS" means the International Financial Reporting Standards, adopted by the International Accounting Standards Board, as in effect from time to time.

"Indebtedness"means,withrespecttoanyPerson,withoutduplication:

(a)allobligationsofsuchPersonforborrowedmoneyorwithrespecttodepositsoradvances of any kind;

(b)allobligationsofsuchPersonevidencedbybonds,debentures,notesorsimilar instruments;

(c)all obligations of such Person under conditional sale or other title retention agreementsrelating to property acquired by such Person;

(d)all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payableincurred in the Ordinary Course of Business and obligations in respect of the funding of plans under ERISA);

(e)allIndebtednessofotherssecuredby(orforwhichtheholderofsuchIndebtednesshasan existing right, contingent orotherwise,to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed;

(f)allGuaranteesbysuchPerson;

(g)allCapitalLeaseObligationsofsuchPerson;

(h)allobligations,contingentorotherwise(includingContingentObligations),ofsuchPerson as an accountpartyinrespectofletters ofcredit andletters ofguaranty orasapurchasercounterpartytoa put agreement or such other similar agreement relating to the purchase of preferred stock of any of its Subsidiaries;

(i)allobligations,contingentorotherwise,ofsuchPersoninrespectofbankers'’acceptances;

and

(j)all obligations of such Person to redeem or purchaseits preferred stock that are classified as indebtedness under the Designated Standard,;

provided, that (x) the Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor, andprovidedfurther,that(y)for the avoidance of doubt, “Indebtedness” does not include any obligations in respect of any preferred stock in the Direct Parent outstanding onthe ExecutionDate;

and(z) providedfurther,that,fortheavoidanceofdoubt,theWPPreferred Interest shall not be considered Indebtedness.

"Indebtedness for Borrowed Money" means, as to any Person, without duplication, (a) all indebtedness(includingprincipal,interest,feesandcharges)ofsuchPersonforborrowedmoneyorforthe deferredpurchasepriceofpropertyorservices(otherthananydeferral(i) inconnectionwiththeprovision ofcreditintheOrdinaryCourseofBusinessbyanytradecreditororutility,or(ii) ofanyamountspayable under

the Project Documents); or (b)the aggregate amount required to be capitalized under any Capital Lease under which such Person is the lessee.

"IndemnifiedLiability"hasthemeaninggiventosuchterminSection11.07(Indemnification11.07(Indemnification).

"IndemnifiedParty"hasthemeaninggiventosuchterminSection11.07(Indemnification11.07(Indemnification).

"IndemnityClaims"hasthemeaninggiventosuchterminSection11.07(Indemnification11.07(Indemnification).

"IndependentAuditor"meanshasthemeaninggiventosuchterminSection5.01(y)(i)Section 5.01(y)(i)

(AuthorizationtoBorrower'sAccountant).

"IndependentEngineer"meansNexantECA,orsuchotherPersonappointedfromtimetotimeby DOE to act as technical advisor engineer in connection with the Project.

"Ineligible Project Costs" means Project Costs that do not constitute Eligible Project Costs. For the avoidance of doubt, Ineligible Project Costs shall include those costs set forth in Section 609.10(d) of the Applicable Regulations.

"Insolvency Proceeding" means any one or more of the following under any Applicable Law, in any jurisdiction and whether voluntary or involuntary:

(a)anybankruptcy,insolvency,liquidation,restructuring,suspensionof paymentsorscheme of arrangement with respect to the Borrower or any Sponsor, including the Bankruptcy Code;

(b)any appointment of a provisional or interim liquidator, receiver, trustee, administrativereceiver or other custodian for all or any substantial part of the property of the Borrower or any Sponsor;

(c)anynotification,resolutionorpetitionforwindinguporsimilarproceedingwithrespectto the Borrower or any Sponsor; or

(d)any issuance of a warrant or attachment, execution or similar process against all or anysubstantial part of the property of the Borrower or any Sponsor.

"“InsuranceConsultant"”meansWTW,orsuchotherPersonappointedfromtimetotimebyDOE

toactasinsuranceconsultantinconnectionwiththeProject.

“IntegratedScheduleandSpendingPlan”hasthemeaninggiventosuchterminSection5.01(h)(2) (Project Milestone Schedule; Integrated Schedule and Spending Plan6.13(i).

"Intellectual Property" means any and all rights, priorities and privileges with respect to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including any and all of the following, as they exist anywhere in the world, whether registered or unregistered and including all registrations, issuances and applications therefor (whether or not any such applications aremodified,withdrawn, abandoned or resubmitted)and allextensions andrenewals thereof:

(a)Patents;

(b)Trademarks;

(c)Copyrights;

(d)Software;

(e)trade secrets and other confidential or proprietary information, including know-how, inventions, processes, procedures, algorithms, Source Code, databases, concepts, ideas, research or developmentinformation,techniques,technicalinformationanddata,specifications,methods,discoveries, modifications,extensions,andcustomerandsupplierlists,ineachcase,whetherornotreducedtoawritten or other tangible form (collectively, "Trade Secrets");

(f)domainnames,registrationsandInternetaddresses;

(g)designregistrations,andrightsindatabasesanddatacompilations;and

(h)all other intellectual property or industrial property rights and all rights corresponding thereto throughout the world.

"IntendedPrepaymentDate"meansthedateidentifiedinthePrepaymentElectionNoticeas the particular date on which the Borrower intends to make the prepayment specified therein, which date must be a Business Day and shall not be on a Payment Date or the last day of any Fiscal Quarter.

“IntercreditorAgreement”meansanIntercreditorAgreementsubstantiallyintheformattached

heretoasExhibitS(FormofIntercreditorAgreement).

"Interest Expense" means, for any period, total interest expense (including that attributable to Capital Leases) net of total interest income of the Borrower on a consolidated basis for such period with respect to all outstanding Indebtedness of the Borrower (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs underHedgingAgreementsinrespectofinterestratestotheextentthatsuchnetcostsareallocabletosuch period).

"InternationalComplianceDirectives"meansall:

(a)Anti-CorruptionLaws;and

(b)Sanctions.

"Investment"means,foranyPerson:

(a)the acquisition (whether for cash, property, services orsecurities or otherwise) or holding ofEquityInterests,bonds,notes,debentures,partnershiporotherownershipinterestsorothersecuritiesof or in any other Person;

(b)the making of any deposit with, or advance, loan or any other extension of credit to, any otherPersonoranyguaranteeof,orotherContingentObligationwithrespectto,anyIndebtednessorother liability of any other Person and (without duplication) any amount committed to be deposited, advanced, lent or extended to, or guaranteed on behalf of, any other Person; and

(c)the acquisition of anysimilar property,rightorinterestof orinany other Person. "InvestmentCompanyAct"meanstheUnitedStatesInvestmentCompanyActof1940.

"IPCollateral"meansall(a)existingandafter-acquiredrights,titleandinterestsoftheBorrower inortotheIntellectualProperty,includingalloftheBorrower’srights,titleandinterestsinortotheProject IP, the Project IP Agreements and other licensing agreements or similar arrangements in and to Patents, Copyrights,Trademarks,TradeSecretsorSoftware;(b)rightstosueorotherwiserecoverforpast,present and future infringements or other violations of the foregoing; and (c) income, royalties, damages, claims,

and payments now or hereafter due or payable under and with respect to any of the foregoing, including damages and payments for such infringements and other violations.

"IPSecurityAgreement"means:

(a)the IP Security Agreement the Borrower and the Collateral Agent to be dated the First Advance Date under Tranche 1; and

(b)each other intellectual property security agreement necessary or appropriate to create or perfect the First Priority Lien in the Intellectual Property owned by, or registered copyrights exclusively licensed to, the Borrower and applied for, registered or issued in the United States.

"IssuanceProceeds"meansanyproceedsfrom(a)anyincurrenceorissuanceofanyIndebtedness (other than Permitted Indebtedness); and (b) any issuance or granting of Equity Interests of the Borrower (except as expressly contemplated by the Sponsor Support Agreement).

"ITSystems"hasthemeaninggiventosuchterminSection6.40(InformationTechnology;Cyber Security6.40(Information Technology;Cyber Security).

"JudgmentCurrency"hasthemeaninggiventosuchterminSection11.06(JudgmentCurrency11.06(Judgment Currency).

"Justice40 Initiative Guidance" means that certain General Guidance for Justice40 ImplementationbyDOEtotheJustice40InitiativeestablishedpursuanttoExecutiveOrder14008,Tackling theClimateCrisisatHomeandAbroad,issuedonJanuary27,2021,asamended,modifiedorsupplemented from time to time.

"Knowledge"means,withrespectto:

(a)any Borrower Entity, the actual knowledge of any Principal Persons of such Borrower Entity or any knowledge that should have been obtained by any Principal Personof such Borrower Entity upon reasonable investigation and inquiry; and

(b)any other Person, the actual knowledge of any such Person or any knowledge that should have been obtained by such Person upon reasonable investigation and inquiry.

"KYCParties"hasthemeaninggiventosuchterminSection5.01(b)(ii)5.01(b)(ii)(KYCRequirements).

"Late Charge" has the meaning given to such term in the FFB Note. "LateChargeRate"hasthemeaninggiventosuchtermintheFFBNote.

"Lease"meansanyagreementthatwouldbecharacterizedintheDesignatedStandardsasan operating lease.

“LeaseholdMortgage”hasthemeaninggiventosuchterminSection5.03Section 5.03(w)(w)(ii)(RealEstate).

“LeaseholdPolicy”hasthemeaninggiventosuchterminSection 5.03Section 5.03(w)(w)(v)(RealEstate).

"Lender Force Majeure Event" means any act, event or circumstance that is beyond the control of any Secured Party or such party's respective agents, including any act or provision of any present or future law or regulation of any Governmental Authority (other than FFB or DOE,unless DOE or FFB, as thecase

maybe,isissuingsuchregulationincompliancewithApplicableLaw),anyactofGod,fire,flood, severe weather, epidemic, quarantine restriction, explosion, sabotage, strike or other material labor disruption,actofwar,act of terrorism,riot,civilcommotion,lapseofthestatutory authorityofthe United States Department of the Treasury to raise cash through the issuance of Treasury debt instruments, the unavailability of the Federal Reserve Bank wire, disruption or failure of the Treasury Financial CommunicationsSystemorfacsimileorotherwireorcommunicationfacility,closureofthefederal

government, unforeseen or unscheduled closure or evacuation of such Secured Party's office or any other similar event.

"Lien"means,withrespecttoanyasset:

(a)any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, license, charge or security interest in, on or of such asset;

(b)theinterest of a vendoror alessor underany conditional saleagreement, CapitalLease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; and

(c)in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

"LoanCommitmentAmount"means,asthecontextrequires,theamountoftheGuaranteedLoan committed under the FFB Note, as such amount may be reduced or cancelled from time to time in accordance with this Agreement.

“LoanGuarantee”hasthemeaninggiventosuchterminthepreliminarystatements.

"LoanServicer"meanstheUnitedStatesDepartmentofEnergy.

"LossAccount"hasthemeaninggiventosuchtermintheAccountsAgreement.

"Loss Proceeds" means all proceeds (other than any proceeds of business interruption insurance and proceeds covering liability of the Borrower to third parties) resulting from an Event of Loss.

"Loss Proceeds Account" has the meaning given to such term in the Accounts Agreement. "MaintenanceFee"means(A)aninitialmaintenancefeepayableontheExecutionDateoffour

hundredeighty-seventhousandsixhundredseventy-oneDollarsandtwenty-threecents($487,671.23)and

(B)an annual maintenance fee equal to five hundred thousand Dollars ($500,000) per year, to be paid by theBorrowertoDOEinaccordancewithSection4.01(b)4.01(b)(ReimbursementandOtherPaymentObligations).

“Major Construction Contract”means each agreement listedon Part Aof Schedule5.01(d)(ii)-2(Major Project Documents; Specified Major Project Participant; Feedstock Supplier) underneath the heading “Major Construction Contract”.

“MajorEngineeringContract”meanseachagreementlistedon Part Aof Schedule5.01(d)(ii)-2(Major Project Documents; Specified Major Project Participant; Feedstock Supplier) underneath the heading “Major Engineering Contract”.

“MajorFeedstockSupplyAgreement”meanseachagreementlistedonPartAofSchedule5.01(d)(ii)-2(Major Project Documents; Specified Major Project Participant; Feedstock Supplier) underneath the heading “Major Feedstock Supply Agreement”.

"Major Maintenance Plan" means a plan setting out the Borrower's strategy and approach for major maintenance for the Project delivered to DOE as of the Execution Date, as such plan is updated by the Borrower from time to time in accordance with this Agreement.

(a) “Major Offtake Contract” means each agreement listed on Part Aof Schedule5.01(d)(ii)-2-2(Major Project Documents; Specified Major Project Participant; Feedstock Supplier) underneath the heading “Major Offtake Contract”.

“Major Procurement Contract”means each agreement listedon Part Aof Schedule5.01(d)(ii)-2(Major Project Documents; Specified Major Project Participant; Feedstock Supplier) underneath the heading “Major Procurement Contract”.

"MajorProjectDocument"meanseachof:

(a)each agreement set forth on Part Aof Schedule5.01(d)(ii)-2(Major Project Documents; Specified Major Project Participant; Feedstock Supplier);

(b)eachAdditionalMajorProjectDocument, if any, under which (i) the Borrower is reasonably expectedtohaveaggregateobligationsorliabilitiesinexcessoffivemillionDollars($5,000,000)(assuch amountshallbeadjustedbyinflation)overanyrollingtwelve(12)monthperiodduringitsterm;or(ii)the breach, non-performance, cancellation or early termination of which has, or couldreasonably be expected to materially and adversely affect the Borrower or the Project;;

(c)anyotherProjectDocumentif,butonlyif,theBorrowerandDOEagreethatsuch

(d)any material support instrument provided in connection with any of the preceding. "Major Project Participants" means each party (other than the Borrower) to any Major Project

Document.

"Mandatory Prepayment Amounts" has the meaning given to such term in Section 3.05(c)(i)(Mandatory PrepaymentsSection 3.05(c)(i) (Mandatory Prepayments).

"Mandatory Prepayment Event" has the meaning given to such term in Section3.05(c)(i)(Mandatory PrepaymentsSection 3.05(c)(i) (Mandatory Prepayments).

"MandatoryPrepayment"meanstheprepaymentoftheoutstandingGuaranteedLoans,inwhole or in part, pursuant to Section 3.05(c)(Mandatory Prepayments3.05(c) (Mandatory Prepayments).

"MarketConsultant"meansArgusMediaInc.,orsuchotherPersonappointedfromtimetotime by DOE to act as market insurance consultant in connection with the Project.

"Material Adverse Effect" means, as determined by DOE as of any date, a material and adverse effect on:

(a)the business, operations, assets, property or condition (financial or otherwise) of the BorrowerortheSponsor(forsolongasithasobligationsoutstandingunderSponsorSupportAgreement);

(b)theProjectorProjectSite;

(c)the ability of any Borrower or the Sponsor (for so long as it has obligations outstanding underSponsorSupportAgreement)oranySpecifiedMajorProjectParticipanttoperformandcomplywith

its payment obligations or any of its material obligations in a timely manner under any Transaction Document or the Specified Major Project Documents to which it is a party;

(d)thevalidityorenforceabilityofanymaterialprovisionunderanyFinancingDocument;

(e)thevalidity,priority, perfectionor enforceability of theSecured Parties’ security interests in and liens on the Collateral or the ability of any Secured Party to exercise its rights and obligations in respect of the Collateral; or

(f)any material right, remedy or benefit available to or conferred upon DOE or the other Secured Party under any Financing Document.

“Maturity Date” means the earlier of (a) December 31, 2039 and (b) such earlier date on which the entire outstanding principal balance of the Guaranteed Loan, together with all unpaid interest, fees, charges and costs, become due and payable under this Agreement.

"Maximum CapitalizedInterest Amount" has themeaninggiven to such termin the FFBNote. "MaximumGuaranteedLoanAmount"hasthemeaninggiventosuchterminSection2.012.01

(GuaranteedLoanPurchaseoftheFFBNotes).

"Maximum Principal Amount" means the amount set forth under the heading "“Maximum Principal Amount"”on the FFB Note.

"MaximumTrancheAmount"meanswithrespectto:

(a)theTranche1,sevenhundredeighty-onemillioneighthundredfourthousandfivehundred thirty-two Dollars and fifty ninefifty-ninecents ($781,804,532.59); and

(b)theTranche2,six hundred fifty-eightthirty-fourmillionone hundred sixty-four thousand eight hundred ninety Dollarsand fifty nine cents ($658,164,890.5934,000,000.00),;

assuchamountsmaybeadjustedpursuantto Section2.07(DeterminationofAdvanceAmounts2.07(Determination of Advance Amounts).

"Mechanic’sLien"meanstheLiensetforthonPartAofSchedule5.03(t)(Mechanic’sLien).

"Mechanical Completion" has the meaning given to such term in Schedule5.01(j)(Project Milestone Schedule).

“MitigationActionPlan”hasthemeaninggiventoitinAppendixCoftheEnvironmental

AssessmentsignedandpublishedonDecember16,2024.

"“Moody's"”meansMoody'sInvestorsService,Inc.

"Mortgage" means the Leasehold and Easement Construction Mortgage with Power of Sale, Assignment of Leases and Rents, Security Agreement and Fixture Filing by the Borrower in favor of the Collateral Agent on behalf the Secured Parties.

“MRHLLCAgreement”meansthatcertainthirdamendedandrestatedlimitedliabilitycompany agreementofMontanaRenewablesHoldings,LLC,datedasofAugust5,2022(asamended,amendedand restated, supplemented or modified from time to time).

“MSA” means that certain Master Services Agreement dated as of November 18, 2021 between Borrower and Calumet Montana Refining, LLC.

"Multiemployer Plan" means a "multiemployer plan" (within the meaning of Section 3(37) of ERISA) thatis subjecttoTitle IVofERISAwhichany BorrowerEntityorERISAAffiliate contributesto

or participates in, or with respect to which any Borrower Entity or ERISA Affiliate has or in the past has had any liability or other obligation (whether accrued, absolute, contingent or otherwise).

"NEPA"meanstheNationalEnvironmentalPolicyAct,42U.S.C.4321etseq.andallregulations andpubliclyavailabledeterminationspromulgatedthereunder,aseitheramendedormodifiedfromtimeto time.

"NetAmount"means,withrespecttoanyproceedsreceivedbytheBorrower,thetotalamountof suchproceedsminus(a)anyTaxespaidorpayableinconnectionwithsuchproceeds;and(b)anyexternal legal fees and filing fees incurred to obtain such proceeds (and excluding any amount paid or payable to any Affiliate of the Borrower).

"Net Income" means, for any period, the net income (or loss) of the Borrower; as determined in accordance with Designated Standard.

"Non-Appealable" means, with respect to any Required Approval, unless otherwise agreed by DOE, (a) such Required Approval is free from unduly burdensome conditions and is not subject to any pendingorthreatenedclaim,action,appeal,interventionorsimilarproceedingoranyunsatisfiedcondition which may result in modification, suspension, termination or revocation, and (b) all applicable appeal periodshaveexpired(exceptforanyRequiredApprovalwhichdoesnothaveanylimitonanappealperiod under Applicable Law).

"O&M Budget" means, initially, the O&M budget delivered in connection with the Execution Date,andthereafterforanyFiscalYear,thecurrentmonthlyO&Mbudgetdeliveredandapprovedpursuant to Section7.27(Operating Plan; Operations7.27 (Operating Plan; Operations) and substantially in the form of the Form of O&M Budget andineachcase,whichshallincludetheOperatingForecastandtheOperatingPlanfortherelevantperiod.

"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.

"Officer's Certificate" has the meaning given to such term in Section5.01(f)5.01(f)(Organizational Documents) and Exhibit C(Form of Officer’s Certificate).

"Offtake Contracts" means each sale, distribution, prepayment or offtake agreement for the Products entered into by the Borrower or any Sponsor (and assigned to the Borrower) and the relevant offtaker/purchaser in accordance with the Offtake Plan.

"Offtake Plan" means a plan setting out the Borrower’s strategy for offtake sales and contracting for the Project, as such plan is updated by the Borrower from time to time in accordance with this Agreement.

“Offtaker”meanseach counterpartyto anOfftakeContractincluding eachcounterpartythatwill

purchaseoutputoftheProject.

"OMB" means the Office of Management and Budget of the Executive Office of the President of the United States.

"OmnibusAnnualReport"meanshasthemeaninggiventosuchterminSection8.02(a)8.02(a)(Annual Reports).

"Operating Costs" means for any period with respect to which such Operating Costs are being calculated, allamounts paid (orprojected to bepaid)by the Borrowerfor the administration,management andoperationandmaintenanceoftheProject,excludingEquipmentRent(asdefinedintheProjectGround Lease).

"Operating Forecast" means a periodic forecast prepared by the Borrower (on an annual and month-by-month basis) in connection with the operation of the Project and which shall:

(a)be the Borrower's good faith projections at such time taking into account all facts and circumstancesthenexistingandassumptionsbelievedby the Borrowerto bereasonable onthe datemade, complete,fairandaccurateestimatesofallOperatingRevenues reasonablyexpectedtobereceivedandall Operating Costs (by category) reasonably expected to be incurred;

(b)reflectDebtServicedueduringeachperiod,and proformaCashFlowAvailableforDebt Service projections for each period;

(c)includesuchotherinformationasmaybereasonablyrequestedbyDOEortheIndependent Engineer; and

(d)be prepared on a basis consistent from period to period and consistent with the Operating Plan,insufficientdetailtopermitmeaningfulcomparisons,andshallincludeastatementoftheassumptions on which it is based.

"Operating Plan" means the periodic operating plan for the Project prepared by the Borrower in connection with the operation of the Project and included in the O&M Budget, and that shall:

(a)describetheProject'soperatingplanfortherelevantperiod;

(b)summarize any changes in the Major Maintenance Plan for the relevant period, including the Project's program for spare parts, inventory management and supply management;

(c)summarizeanychangesintheProject'scapitalplanfortherelevantperiod;

(d)includesuchotherinformationasmaybereasonablyrequestedbyDOEortheIndependent Engineer;

(e)bepreparedonabasisconsistentfrom periodtoperiod,andconsistent withtheOperating Forecast, in sufficient detail to permit meaningful comparisons, and

(f)includeastatementoftheassumptionsonwhichitisbased.

"Operating Revenues" means all cash receipts (or projected receipts) of the Borrower deposited in the Project Accounts, including revenues from:

(a)thesalesundertheOfftakeContractsanysalesinthespotmarketormerchantsales;

(b)proceedsfrombusinessinterruptionanddelayinstart-upinsurancepolicies;

(c)delay liquidated damages payable under any Construction Contract or any other Project Document; and

(d)interestandotherincomeearnedandreceivedontheProjectAccounts,

provided,that,OperatingRevenuesshallnotincludeproceeds(i)fromcasualtyandEventofLoss insurance; or (ii)that are subject to a Mandatory Prepayment pursuant to Section3.05(c)(Mandatory Prepayments3.05(c) (Mandatory Prepayments).

"OpinionofBorrower'sCounselre:BorrowerInstruments"hasthemeaninggiventosuchterm in the FFB Note Purchase Agreement.

"Ordinary Course of Business" means, in respect of any transaction involving any Person, the ordinarycourseofsuchPerson’sbusiness,asconductedbyanysuchPersoninaccordancewithpastpractice (or as contemplated by such Person’s business plan) and undertaken by such Person in good faith and not for purposes of evading any covenant or restriction in any Financing Document.

"OrganizationalDocuments"means,withrespectto:

(a)anycorporation,itscertificateorarticlesofincorporationororganization,asamended,and its by-laws, as amended;

(b)anylimitedpartnership,itscertificateoflimitedpartnership,asamended,andits partnership agreement, as amended;

(c)anygeneralpartnership,itspartnershipagreement,asamended;and

(d)any limited liability company, its articles of organization, as amended, and its operating agreement, as amended.

"Original Base Case Financial Model" means the Base Case Financial Model delivered by the Borrower, and approved by DOE, in connection with the Term Sheet.

"Overdue Amount" means any amount owing under the FFB Note that is not paid when and as due.Fortheavoidanceofanydoubt,nointerestpaymentpriortotheFirstInterestPaymentDateconstitutes an “Overdue Amount”.

"Passive Sponsor" means any Sponsor that both (i) owns less than 20% of the equity interest in theBorrower,directlyorindirectlyand(ii)doesnotprovidethe Phase 2 Equity Instrument or otheraguaranteeoftheobligationsoftheBorrower.

"Patents" means any and all (a) patents, certificates of invention, and other patent or similar industrial property rights, all registrations and recordings thereof, and all applications for patents of the United States or any other jurisdiction, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any foreign equivalent office; (b) reissues, reexaminations, continuations, divisionals, continuations-in-part, renewals, interferences or extensions thereof, and the inventionsordesignsdisclosedorclaimedtherein(includingtherighttomake,use,offertosell,selland/or import such inventions or designs); and (c) other patents as set out in Schedule A of the IP Security Agreement.

"Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Pub. L. 107-56).

"PaymentDate"meanseachMarch31,June30,September30,andDecember 31,or,ineachcase, if such day is not a Business Day, the next Business Day.

"PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

"Pension Plan" means an “employee benefit plan” (as defined in Section 3(3) of ERISA) otherthan a Multiemployer Plan that is or was:

(a)atanytimemaintainedorsponsoredbyanyBorrowerEntityorERISAAffiliateortowhich any Borrower Entity or ERISA Affiliate has ever made, or was obligated to make, contributions or has or could have any liability; and

(b)subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA. "PerformanceTesting"hasthemeaninggiventosuchterminSchedule5.01(j)(ProjectMilestone

Schedule).

"PerformanceTestingPlan"has the meaninggiventosuchterm inSchedule5.01(j)(Project Milestone Schedule).

"PermittedCapitalExpenditures"means:

(a)any Capital Expenditure contemplated by the Construction Budget or the then-approved O&M Budget;

(b)any Capital Expenditures made from funds on deposit in the Loss Proceeds Account in accordance with Section 7.04(Event of Loss7.04 (Event of Loss);

(c)anyCapitalExpendituresfromamountsthatareavailableintheRestrictedPayment Account.

"Permitted Contest Conditions" means a contest, pursued in good faith, challenging the enforceability, validity, interpretation, amount or application of any Applicable Law, Contest Claim, or other matter (legal, contractual or other) by appropriate proceedings timely instituted if (a) the applicable Borrower Entity diligently pursues such contest; (b) the applicable Borrower Entity establishes adequate reserveswithrespecttothecontestedclaimtotheextentrequiredbytheDesignatedStandard;and(c)such contest (i) could not reasonably be expected to have a Material Adverse Effect; (ii) does not involve any materialriskordangerofanycriminalorunindemnifiedcivilliabilitybeingincurredbyanySecuredParty; and (iii) does not involve the risk of foreclosure, sale, forfeiture or loss of, or imposition of a Lien (other thanaPermittedLien)ontheProject,theProject Siteoranyother Collateral ortheimpairment oftheuse, operation or maintenance of the Project, the Project Site.

“Permitted Credit Facility” means (i) until First Advance under Tranche 1, the Existing Credit Facility and (ii) on and following the date of the first Advance under Tranche 1, a credit facility in form andsubstanceacceptabletoDOEwithanaggregateamountofnotmorethan$250,000,000whoselenders haveexecutedtheintercreditoragreementattachedheretoasExhibitS(FormofIntercreditorAgreement).

"PermittedDisposition"means:

(a)anytransactionpermittedundertheTransactionDocuments,includinganyDispositionof Product under the Offtake Contracts;

(b)anyDispositionofanyequipmentorpropertyoftheBorrowerthatis:

(i)obsolete;

(ii)nolongerusedorusefulintheoperationoftheProject;or

(iii)replacedbyotherequipmentofequalvalueandutility;or

(i)productorfeedstockthatdoesmeetrequiredspecifications;

provided, that in each case:(A)suchDispositionsthe Borrower has received consideration in an amount equal to the value that wouldhavebeenobtainedinanarm'slengthtransactionwithanunaffiliatedthirdparty(unlesssuchassets have only scrap value); and, in each case of Dispositions under clauses (i), (ii) or (iii) above, such Dispositions: (A) are valued at not more than one million Dollars ($1,000,000) on an individual basis or five million Dollars ($5,000,000) on an aggregate basis in any twelve (12) month

period; and (B)theBorrowerhasreceivedconsiderationinanamountequaltothevalue that would have been obtained in an arm's length transaction with an unaffiliated third party (unless such assets have only scrap value); and (C)the proceeds thereof are applied in accordance with Section 3.05(c)(i)(E)(Mandatory Prepayments3.05(c)(i)(E) (Mandatory Prepayments); and

(c)anyDispositionofPermittedInvestments inaccordancewiththeAccountsAgreement. ;and

(a)anyDispositionsarisingintheOrdinaryCourseofBusinessunderaPermittedSupplyand Offtake Agreement.

(a)IndebtednessincurredundertheFinancingDocuments;

(b)Indebtedness in respect of amounts due to trade creditors and accrued expenses, in each case arising in the Ordinary Course of Business, to the extent such amounts and expenses are not unpaid more than ninety (90) days past the due date therefor or are being contested in accordance with Permitted Contest Conditions;

(c)Indebtedness comprised of purchase money obligations or leases for discrete items of propertyandequipmentnotcomprisinganintegralpartoftheProject,theamountofwhichdoesnotexceed the cost of the equipment so financed in an aggregate amount not to exceed one million Dollars ($1,000,000);

(d)PermittedSubordinatedLoans;

(e) IndebtednessunderthePermittedCreditFacility;

(a)(f) PermittedLeasesandanyreplacementsthereof;

(b)(g) Indebtednessinrespectofanybankers'’acceptances,lettersofcredit,warehousereceipts

orsimilarfacilities,ineachcase,incurredintheOrdinaryCourseofBusiness;

(c)(h) to the extent constituting Indebtedness, indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawnagainst insufficient funds in the ordinary course or other cash management services in the Ordinary Course of Business;

(d)(i) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;

(e)(j) contingentliabilitiesincurredintheOrdinaryCourseofBusiness,includingtheacquisition or sale of goods, services, supplies or merchandise in the normal course of business, the endorsement of negotiable instruments received in the normal course of business and indemnities provided under any of the Project Documents;

(f)(k) to the extent constituting Indebtedness, obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds, indemnification obligations, obligations to pay insurance premiums, take-or-pay obligations contained in supply agreements and similar obligations incurred in the Ordinary Course of Business;

(g)(l) Indebtedness consisting of the financing of insurance premiums in customary amounts consistent with the operations and business of the Borrower in the Ordinary Course of Business;and

(h)Indebtedness incurred under: (i) the lease of railcars and related equipment, including the TrackmobileAtlasRailcarMoverand(ii)preciousmetalleasesforcatalystsorrelatedmetals,ineachcase,

(A)enteredintointheOrdinaryCourseofBusiness,and(B)inanaggregateamountnottoexceed

$30,000,000atanytimeoutstanding;

(e)totheextentconstitutingIndebtednessin respect of the Capital Lease of the Trackmobile Atlas Railcar Mover outstanding on the Execution Date,theOrdinaryCourseofBusinessobligationsarising under any Permitted Supply and Offtake Agreement.

"Permitted Investments" means any of the following, to the extent owned by the Borrower free and clear of all Liens (other than Liens created under the Security Documents):

(e)moneymarketfunds,solongassuchfundsarerated"Aaa"byMoody'sand"“AAA"”by

(e) S&P;and

(f)anyAdvances,loansorextensionsofcreditoranystock,bonds,notes,debenturesorother securities as DOE may from time to time approve.

"PermittedLeases"meansleasesofofficespace,officeequipmentormotorvehicles

(a)officespace,

(b)officeequipment,

(c)motorvehicles,

(d)railcarsandrelatedequipment,includingtheTrackmobileAtlasRailcarMover,and

(e)preciousmetalsorrelatedmetalsforcatalysts;

ineachcase,(1)enteredintointheOrdinaryCourse ofBusinessand(2)withrespecttowhichthe aggregate lease payments per Fiscal Year do not exceed one million Dollars ($1,000,000) per Fiscal Year30,000,000.

"PermittedLiens"means:

(a)anyLienssecuringtheSecuredObligations;

(b)Liens for any Tax that is (i) not yet due; or (ii) being diligently contested in accordance withthePermittedContestConditionsandbyappropriateproceedingstimelyinstituted,solongas(A)such proceedings shall not involve any danger of the sale, forfeiture or loss of the Project, (B) such tax, assessment or other governmental charge is not more than sixty (60) days delinquent, and (C) a bond, adequate reserves or other security acceptable to DOE has been posted or provided in such manner and amount as to assure DOE that any taxes, assessmentsor other charges determined to be due will promptly be paid in full when such contest is determined;

(c)Liens in favor of materialmen, workers or repairmen, or other like Liens arising in the Ordinary Course of Business or in connection with the construction of the Project, which Liens do not exceedonemillionDollars($1,000,000)intheaggregateatanytimeandareeitherforamountsnotyetdue or for amounts being diligently contested in accordance with the Permitted Contest Conditions and by appropriate proceedings timely instituted so long as (i) such proceedings shall not involve any danger of thesale,forfeitureorlossofanypartoftheProject,and(ii)abondorothersecurityacceptabletoDOEhas been posted or provided insuch manner and amount as to assure DOE that any amounts determined to be due will promptly be paid in full when such contest is determined;

(d)to the extent approved by DOE in writing, (i) Liens identified in the Site Map or BNSF SiteMap,ifapplicableexceptLiensreferencedinclause(l)ofthisdefinition,or(ii)listedasexceptionson theLeaseholdPolicyortheSubleaseholdPolicy,ifapplicable,aseachmaybedateddownpursuant tothe terms of this Agreement;

(e)zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction over the Project Site that do not and will not materially impair the development, construction, operation, or use by (or for the benefit of) the Borrower of the Project Site;

(f)covenants,conditions,restrictions,easementsandothersimilarmattersofrecordaffecting title to the Project Site, or that are specifically identified in any land purchase agreement to be recorded against the Project Site, which in either case do not and will not materially impair (i) the development, construction, operation, access to or use by (or for the benefit of) the Borrower of the Project Site for the Project or (ii) the rights of the Secured Parties to the Collateral;

(g)anyotherLienaffectingtheProjectSitetheexistenceofwhichdoesnotandwillnotimpair in any material respect (i) the development, construction, operation, access to or use by (or for the benefit of) the Borrower of the Project Site or (ii) the rights of the Secured Parties to the Collateral;

(h)Liens (not securing Indebtedness) of depository institutions and securities intermediaries (including rights of set-off or similar rights) with respect to deposit accounts or securities accounts;

(i)Liens securing (i) judgments for the payment of money that do not constitute an Event of Default or (ii) appeals and the other surety bonds related thereto;

(j)deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course of Business;

(k)non-exclusivelicensesofIntellectualPropertygrantedintheOrdinaryCourseofBusiness;

(l)Mechanic’sLien;

(m)TheLienLienssecuring (i) the lease of railcars and related equipment, including the Trackmobile AtlasRailcarMover,and(ii)preciousmetalleasesforcatalystsorrelatedmetals,ineachcase,enteredinto in the Ordinary Course and to the extent constituting Indebtedness, in each case, in an aggregate amount not to exceed $30,000,000 at any timeoutstandingon the Execution Date; and.

(n)Liens securingthearising under anyPermitted CreditFacilitySupply and Offtake Agreement in the OrdinaryCourse of Business.

provided, that, notwithstanding the foregoing, Permitted Liens shall not include any Lien on any Equity Interests of the Borrower (other than any Lien in favor of the Secured Parties).

"Permitted Subordinated Loans" means any subordinated loans made by, or on behalf of, the Sponsor or any Affiliate of the Borrower to the BorrowerinlieuofpurchasingEquityInterests,onthetermsandconditionssetforthin, that as of the First Amendment Date, comply witheachrequirementofSection7.04(a)(i)through(iv)of theSponsorSupportAgreement,which,forthe avoidanceofdoubt,includeseachsubordinatedloansetforthinparagraphs1,2,and3ofSchedule6.13(e) (AffiliateTransactions)totheextentthatsuchsubordinatedloancomplieswitheachoftherequirementsin Section 7.04(i) through (iv) of the Sponsor Support Agreement.

"Permitted Supply and Offtake Agreement" means any supply and offtake agreement entered into by the Borrower with the prior written consent of the DOE that the DOE and the Borrower have designated as a “Permitted Supply and Offtake Agreement” in such prior written consent.

“PermittedTaxDistribution”meanswithrespecttoanytaxableperiodforwhichtheBorrower

isa flowthrough entityora memberofaconsolidated, combined, unitary or similarincome tax group for

U.S.federal and/or applicable state and local tax purposes, distributions by the Borrower in the aggregate amount required to permit each direct or indirect equity holder (or its beneficial owners) of the Borrower to pay income taxes attributable to its direct or indirect ownership of the Borrower with respect to such taxableperiod;providedthatsuchamountforanytaxableperiodshallbedeterminedhypotheticallybased ontheproductof(i)theBorrower’snettaxableincomeforsuchtaxableperiod,multipliedby(ii)thehighest effective combined U.S.federal, state and local income tax rate applicable to such equity holder, and provided further, that for the avoidance of any doubt, “Permitted Tax Distribution” shall include any payments or obligations required under the LLC Agreement of Direct Parent.

"Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, trust company, unincorporated organization or Governmental Authority.

"PersonalInformation"meansanydataorinformationthatissubjectto(a) DataProtectionLaws; or (b)any contractual obligations, or privacy notices or policies, binding on the Borrower relating to the Processing of anydata or information thatidentifiesor canbe usedtoidentifyan individual,household or device, whether directly or indirectly.

“Phase1”hasthemeaninggiventosuchterminthepreamblehereto.

“Phase1ProjectSite”meanstheRealPropertyonwhichPhase1issituated,asfurtherdescribed

inSchedule6.15-1(Phase1ProjectSite).

"Phase1RequiredApprovalsSchedules"meanstheRequiredApprovalsSchedulerelatedtothe development, engineering,procurement, construction,completion, ownership, operation and maintenance of Phase 1.

"Phase2"hasthemeaninggiventosuchterminthepreamblehereto.

"Phase 2 Equity Cap" has the meaning ascribed to such term in Section 5.04(cc)(ii)."Phase2EquityInstrument"hasthemeaningascribedtosuchterminSection5.04(cc)(ii).

"Phase2RequiredApprovalsSchedules"meanstheRequiredApprovalsSchedulerelatedtothe development, engineering,procurement, construction,completion, ownership, operation and maintenance of Phase 2.

"PhaseIorPhaseIIEnvironmentalAssessment"meansthatcertainPhaseIorIIEnvironmental Site Assessment for the Project Site dated not more than six (6) months prior to the Execution Date and satisfactory to DOE. Standards for Phase I and II Environmental Site Assessments are published by the AmericanSocietyforTestingandMaterials(ASTM)toinclude(a)ASTME1527-21,StandardPracticefor Environmental Site Assessments: Phase I Environmental Site Assessment Process; and (b) ASTME1903-19,StandardPracticeforEnvironmentalSiteAssessments:PhaseIIEnvironmentalSiteAssessment Process.

"PhysicalCompletion"hasthemeaninggiventosuchterminSchedule5.01(j)(ProjectMilestone Schedule).

"Physical Completion Date" means the date on which all such conditions precedent to Physical Completion of Phase 2 have been met and confirmed by DOE..

"PhysicalCompletionDateCertificate"meansacertificateexecutedbyaResponsibleOfficerof the Borrower, substantially in the form attached as ExhibitT(Form of Physical Completion Date Certificate) hereto and otherwise in form and substance satisfactory to DOE.

"PhysicalCompletionLongstopDate"meansOctober31,2029.

"Post-Petition Interest" means all interest (or entitlement to fees or expenses or other charges) accruing or that would have accrued after the commencement of any Insolvency Proceeding, irrespective ofwhetheraclaimforpost-filingorpetitioninterest(orentitlementtofeesorexpensesorothercharges)is allowed in any such Insolvency Proceeding.

"Practice" means to practice Intellectual Property in any way, including to use, reproduce, distribute, modify, improve, make, display, perform, create derivative works of, access and utilize.

"PrepaymentElectionNotice"hasthemeaninggiventosuchtermintheFFBNote.

"PrepaymentPrice"hasthemeaninggiventosuchtermintheFFBNote.

"PrepaymentReserveAccount"hasthemeaninggiventosuchtermintheAccountsAgreement. "PrincipalInstruments"meanseachofthedocumentsorinstrumentsrequiredtobedeliveredby

theSecretaryofEnergypursuanttoSection4.2oftheFFBNotePurchaseAgreement.

"Principal Persons" means any executive officer, director, or other Person with primary management or supervisory responsibilities with respect to any Borrower Entity or other Major Project Participant.

"Process" means any operation or set of operations that are performed on data or on sets of data, whether or not by automated means, including creation, receipt, maintenance, access, acquisition, use, disclosure, transmission, storage, retention, processing, destruction, modification or transfer (including cross-border transfer), and the words "“Processing"”and similar constructions shall have corresponding meanings.

"Product"meanssustainableaviationfueland,renewablenaphtha.,renewablediesel,renewablenatural gas liquids (e.g., renewable propane and butane), other products produced using Feedstock, renewable identification numbers and other environmental attributes related to any of the foregoing.

“Proforma”hasthemeaninggiventosuchterminSection5.03(u)(ii).5.03(u)(ii).

"ProgramFinancingAgreement"meanstheProgramFinancingAgreement,datedasof September 16, 2009, and amended from time to time, between FFB and the Secretary of Energy.

"ProgramRequirements"meansallofthefollowing:

(a)theApplicableRegulations;and

(b)all other applicable laws and regulations. "ProhibitedJurisdiction"meansanyjurisdictionthat:

(a)atanytime,isacountryorterritorythatisitselfthetargetofcomprehensivecountry-wide orterritory-wideSanctions(including,asofthedateofthisAgreement,Cuba,Iran,NorthKorea,Syria,the Crimea region of Ukraine, the region called Donetsk People's Republic, and the region called Luhansk People's Republic);

(b)hasbeendesignatedbytheSecretaryoftheTreasuryunderSection 311or312oftheUSA PATRIOT Act, as warranting special measures due to money laundering concerns; or

(c)has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the U.S. is a member, suchastheFinancialActionTaskForceonMoneyLaundering,andwithwhichdesignationthe

(a)named,identified,ordescribedonthelistof"SpeciallyDesignatedNationalsandBlocked Persons"(AppendixAto31C.F.R.ChapterV)aspublishedbyOFACatitsofficialwebsite,

(a) http://www.treas.gov/offices/enforcement/ofac/sdn/, or at any replacement website or other replacement official publication of such list;

(b)named, identified or described on any other blocked persons list, denied persons list, designated nationals list, entity list, debarred party list, unverified list, sanctions list or other list of designated individuals or entities with whom U.S. persons are in any way prohibited from conducting business, published or maintained by any agency or instrumentality of the United States, including lists published ormaintained byOFAC, the U.S. Department of Commerce,andthe U.S. Department of State;

(c)organized,resident,domiciled,orlocatedinaProhibitedJurisdiction;

(d)that is or constitutes the government of, or any Person owned or controlled by the government of, a Prohibited Jurisdiction;

(e)of which fifty percent(50%) ormoreis owned orcontrolled by,or actingforor onbehalf of, any persons described in clauses (a)(a)to (d)(d);

(f)owned or controlled by, or acting on behalf of, any Person that is subject to or the target of, any Sanctions;

(g)thatisotherwisesubject tooratargetofSanctions;

(h)thatisdebarredorsuspendedfromcontractingwiththeU.S. governmentoranyagencyor instrumentality thereof;

(i)thatisdebarred,suspended,proposedfordebarmentwithafinaldeterminationstillpending or declared ineligible or voluntarily excluded (as such terms are defined in any of the Debarment Regulations) from contracting with the U.S. government, any department or agency or instrumentality thereoforotherwiseparticipatinginprocurementornon-procurementtransactionswiththe

(i) U.S.government, any department or agency or instrumentality thereof pursuant to any of the Debarment Regulations;

(j)that hasbeenindicted,convictedor has hadaGovernmental Judgmentrenderedagainstit for any of the offenses listed in any of the Debarment Regulations;

(k)that is subject to a “statutory disqualification”, as defined in Section 3(a)(39) of the Securities Exchange Act of 1934, as amended; or

(l)whose direct or indirect owners of ten percent (10%) or more of its Equity Interests, by value or vote, include any Prohibited Person listed above.

"Project"hasthemeaninggiventosuchterminthepreamble.

"ProjectAccounts"hasthemeaninggiventosuchtermintheAccountsAgreement.

"Project Completion"hasthemeaninggiventosuchtermin Schedule5.01(j)(ProjectMilestone Schedule).

"ProjectCompletionDate"meansthedateonwhichallrequirementsforCommercialOperations Date, Reliability Testing, and Project Completion for Phase 2 have been met and confirmed by DOE.

"Project Completion Date Base Case Financial Model" has the meaning given to such term in Schedule 5.01(j)(Project Milestone Schedule).

"Project CompletionDateCertificate" means a certificate executed by a Responsible Officer of theBorrower,substantiallyintheformattachedasExhibitU(FormofProjectCompletionDateCertificate) hereto and otherwise in form and substance satisfactory to DOE.

"Project Completion Guarantee" has the meaning given to such term in the Sponsor Support Agreement.

"ProjectCompletionLongstopDate"meansOctober31,2030.

"Project Construction" means the financing acquisition, permitting, development, design, engineering, procurement,construction, construction management, testing, start up and commissioning of theProjectfromcommencement oftheProject bytheBorrowerthroughtheSubstantial CompletionDate.

"ProjectCosts"meansallcostsincurredorareexpectedtobeincurredinconnectionwithProject Construction through the Substantial Completion Date, including:

(a)amountspayableundertheConstructionContracts;

(b)interest,feesandexpensespayableundertheFinancingDocumentspriortotheendofthe applicable Availability Period;

(c)principal payments on any Tranche of the Guaranteed Loan occurring prior to the Project Completion Date, if any;

(d)costs to acquire title or use rights to the Project Site, necessary easements and other Real Property interests;

(e)costs and expenses of legal, engineering, accounting, construction management and other advisors or Secured Party Advisors incurred in connection with the Project;

(f)fees,commissionsandexpensespayabletotheSecuredPartiesinconnectionwiththe

Project;

(g)developmentcoststotheextentpermittedtobepaidundertheFinancingDocuments;

(h)constructioninsurancepremiumsforRequiredInsuranceobtainedpriortotheProject Completion Date;

(i)theBorrower'slaborcostsandgeneralandadministrativecostspriortotheProject Completion Date;

(j)costsincurredundertheProjectDocumentsandintheBaseCaseFinancialModel;

(k)initialfundingofReserveAccountsinaccordancewiththeAccountsAgreement;and

(l)suchothercostsorexpensesapprovedbyDOE,

but excluding (i) any Operating Costs and any Capital Expenditures for incurred after the Commercial OperationOperationsDate; and (ii) any costs related to technical product development, marketing, product qualificationwithpotentialcustomers,customerdevelopmentandengagementwithrespecttotheProduct.

“ProjectDocument”means each agreementnecessaryorappropriateforthedesign, engineering, procurement, development, construction, management, startup and commissioning, ownership, operation andmaintenanceoftheProject,includingeachAdditionalProjectDocumentandeachagreementlistedon Schedule 5.01(d)(ii)-1(Project Documents).

"Project IP" means all Intellectual Property that at any relevant time is (a) used in, material or necessaryforthedevelopment,design,engineering,procurement,construction,startingup,commissioning, ownership, operation or maintenance of the Project, (b) necessary to complete the activities designated to becompletedtoachieveProjectCompletion;or(c)necessarytoexercisetheBorrower’srightsandperform its obligations under the Major Project Documents, as applicable, at the relevant time, but excluding any Software that: (i) has not been modified or customized for the Borrower; (ii) is readily commercially available; and (iii) is licensed under standard terms and conditions.

"ProjectIPAgreement"meanseachagreementgrantingordocumentevidencingtheBorrower’s exclusive ownership of or rights to use all Project IP (including assignment agreements) or rights to use Project IP.

"ProjectMilestone"hasthemeaninggiventosuchterminSection5.01(j)ProjectSchedule5.01(j)(Project Schedule).

"Project Milestone Schedule" has the meaning given to such term in Section5.01(j)(ProjectSchedule5.01(j) (Project Schedule).

"Project Participant" means any party to any Project Document or any party to a Financing Document other than the Secured Parties.

“ProjectGroundLease”meansa leasethatcertainAmendedandRestatedGroundLeasebyandbetween CMRandtheBorrowerdatedFebruary18,2025,grantingtotheBorrowerleaseholdandeasementinterests, or irrevocable options to obtain such leasehold and easement interests, in the Project Site, as amended, amended and restated, supplemented or modified from time to time, including pursuant to the Project Ground Lease Amendment.

“Project Ground Lease Amendment” means the amendment to the Project Ground Lease or amendmentandrestatementoftheProjectGroundLease,ineithercase,ascontemplatedtobeenteredinto by CMR and the Borrower and which (a) shall provide for the lease of certain real estate in Great Falls, Montana and the equipment on and appurtenant thereto and (b) shall be in form and substance acceptable to the DOE in its sole discretion.

"Project Site" means the Real Property on which the Project is or is intended to be situated, as further described in Schedule 6.15-2(Project Site).

"ProjectSourceCode"meansSourceCodethatconstitutesProjectIPownedby,or(subjecttothe applicable third party license terms) licensed to, any Borrower Entity and included in the Collateral.

"ProjectedDebtServiceCoverageRatio"means,asofanydateofdetermination,theratioof

(a)CashFlowAvailableforDebtServiceforthenextsucceedingtwelve(12)monthperiodto(b) aggregate DebtServicescheduledforsuchperiod,ineachcasebasedonamountsprojectedintheBaseCaseFinancial

Model,asadjustedforactualinterestratesandanyfactorsknownasofthedateofdeterminationasagreed between the Borrower and DOE.

"Property" means any present or future right or interest in, to or under any assets, equipment, facilities, contracts, leaseholds, business, receivables, revenues, accounts, or other property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible(including Intellectual Property).

"Prudent Industry Practice" means those practices, methods, equipment, specifications, and standardsofsafetyandperformance,asarecommonlyacceptedintheoilandgasrefiningindustryasgood, safe,prudentandcommercialpracticesinconnectionwiththedesign,construction,operation,maintenance, repair and use of the Project.

"PubliclyTradedCompany"meansacorporation(a)listedonamajorstockexchange;and(b)at least fifty percent (50%) of whose Equity Interests are Publicly Traded Securities.

"Publicly Traded Securities" means Equity Interests that are traded on a major stock exchange. "Punch List Items" means items listed on the construction punch list that are certified in writing

bytheBorrowerandagreedbyDOE(inconsultationwiththeIndependentEngineer).

"Qualified Investment Fund" has the meaning given to such term in the Sponsor Support Agreement.

"Qualified Plan"means an“employee benefit plan”(as definedin Section 3(3) ofERISA) thatis intended to be tax-qualified under Section 401(a) of the Code and which is or at any time was maintained or sponsored by any Borrower Entity or ERISA Affiliate or to which any Borrower Entity or ERISA Affiliate has ever made, or been obligated to make, contributions or with respect to which any Borrower Entity or ERISA Affiliate has incurred or is likely to incur any liability or obligation.

"Qualified Public Company Shareholder" has the meaning given to such term in the Sponsor Support Agreement.

"QualityControlPlan"meansthedocumenttobeprovidedbytheBorrowerinformandsubstance reasonably satisfactory to DOE (in consultation with the Independent Engineer) and designated as the "Quality Control Plan" which:

(a)linksmanufacturingprocessstepstokeyinspectionandcontrolactivities;

(b)controls process variables to ensure that the Product meets both the Borrower's internalquality specifications and any quality specifications required by the Major Offtake Contract; and

(c)includes standards, methods, processes, testing locations (if not performed at the Project Site) and identified control activities to ensure that the Product meets its required quality specifications.

"Quarterly Certificate" has the meaning given to such term in Section8.02(b)(Quarterly Certificate8.02(b) (Quarterly Certificate).

"Quarterly Reporting Date" has the meaning given to such term in Section8.02(b)(Quarterly Certificate8.02(b) (Quarterly Certificate).

"Real Property" means, with respect to any Person, all right, title and interest of such Person in and to any and all parcels of real property owned, leased or encumbered by such Person, together with all improvementsandappurtenantfixtures,equipment,easementsandotherrealpropertyandrightsincidental to the ownership, lease or operation thereof, including the Project Site.

"RealPropertyDocument"meanseachof:

(a)ThatcertainGroundLeasedatedNovember18,2021betweentheBorrowerandCMR,as evidenced by that certain Memorandum of Ground Lease dated November 18, 2021, recorded on November19, 2021 as Document No.R0421297 of the Official Public Records of Cascade County, Montana, including amendments thereto, and, as of the First Advance Date under Tranche 1, as amended and restated by the Project Ground Lease;

(b)Until the First Advance Date under Tranche 1, that certain Ground Lease dated April 19, 2023 between the Borrower and CMR, as evidenced by that certain Memorandum of Ground Lease dated April19, 2023, recorded on April19, 2023 as Document No.R0442832 of the Official Public Records of Cascade County, Montana;

(c)theBNSFSublease;and

(d)eachotherdocumentevidencingtheBorrower’sleaseholdinterestorotherrightand

(d) entitlementtouseRealProperty.

"Reimbursement Amounts" has the meaning given to such term in Section4.01(c)(i)(Reimbursement and Other Payment Obligations4.01(c)(i) (Reimbursement and Other Payment Obligations).

"Release" means, with respect to Hazardous Substances, any disposing, discharging, injecting, spilling,leaking,leaching,dumping,pumping,pouring,emitting,escaping,emptying,seeping,placing,or migratinginto,throughoruponthenaturalorman-madeenvironment(includinganyland,waterorairand

the abandonment or discarding of barrels, containers, and other closed receptacles containing Hazardous Substances), and "Released" shall have a corresponding meaning.

"Release Date" means the date on which all of the Secured Obligations (other than inchoate indemnityobligations)havebeenpaidinfullandtheLoanCommitmentAmounthasbeenreducedtozero Dollars ($0).

"RelevantTranche"means,withrespectto:

(a)thefirstAdvance,Tranche1;and

(b)allsubsequentAdvances,Tranche2.

"Reliability Testing Plan" has the meaning given to such term in Schedule5.01(j)(Project Milestone Schedule).

"RequestedAdvanceDate"means,foranyAdvanceRequest,thedaterequestedbytheBorrower for FFB to make an Advance under the FFB Note.

"Required Approvals" means all Governmental Approvals and other environmental, regulatory, construction consents, permits and approvals of third parties necessary or required under Applicable Law or any contractual obligation for:

(a)the due execution, delivery recordation, filing or performance by any Borrower Entity or Major Project Participant of any Transaction Document to which such Person isa party and in the case of the Borrower, any FFB Document, in each case, to which it is, or is intended to be, party;

(b)theissuanceoftheFFBNoteandtheborrowingsundertheFFBDocuments,theuseofthe proceeds thereof and the FFB Note Reimbursement Obligations;

(c)thegrantofallLiensgrantedpursuanttotheSecurityDocuments;

(d)theperfectionormaintenanceofallLienscreatedundertheSecurityDocuments(including the First Priority nature thereof);

(e)the exercise by any Secured Party of its rights under any of the Financing Documents or the remedies in respect of the Collateral pursuant to the Security Documents;

(f)thedevelopment,construction,completionoperationormaintenanceoftheProject;or

(g)theBorrower'sownershipoftheProject.

"Required Approvals Schedules" means the schedule attached hereto as Schedule5.01(t)(RequiredApprovals),asupdatedorotherwisesupplementedpursuanttoSections5.01(u),5.02(o),5.03(k)and 5.04(o).Section 5.01(s),Section 5.03(m), and Section 5.04(j)5.01(u).

"RequiredInsurance"meanseachofthecontractsofinsurancetakenoutormaintained(or required to be taken out or maintained) in accordance with Schedule 7.03(Required Insurance).

"ReserveAccounts"hasthemeaninggiventosuchtermintheAccountsAgreement.

"Responsible Officer" means:

(a)withrespecttoanyPerson:

(i)that is a corporation, the chairman, chief executive officer, president, vice president, assistant vice president, treasurer, assistant treasurer, any Person holding equivalent positions in such corporations, or any other Financial Officer of such Person;

(ii)that is a partnership, each general partner of such Person or the chairman, chief executive officer, president, vice president, assistant vice president, treasurer, assistant treasurer, any Person holding equivalent positions in such corporations, or any other Financial Officer of a general partner of such Person; or

that is a limited liability company, the manager, managing partner or duly appointed officer of such Person, the individuals authorized to represent such Person pursuant to the Organizational Documents of suchPerson,or thechairman, chief executive officer,president, vice president, assistant vice president, treasurer, assistant treasurer, or any Person holding equivalentpositionsinsuchcorporations,oranyotherFinancialOfficerofthemanagerormanaging member of such Person; and



managingmemberofsuchPerson;and

(iii)with respect to any Borrower Entity, only those individuals holding any of the foregoing positions whose names appear on the relevant certificate of incumbency delivered pursuant to Section5.01(g)(Execution Date Certificates5.01(g) (Execution Date Certificates), in each case, as such certificate of incumbencymaybeamendedfromtimetotimetoidentifytheindividualsthenholdingsuchoffices and the capacity in which they are acting.

"Restricted Payment Account" has the meaning given to such term in the Accounts Agreement. "RestrictedPaymentConditions"hasthemeaninggiventosuchterminSection9.04(Restricted9.04(Restricted

PaymentsPayments).

"Restricted Payment Date" has the meaning given to such term in the Accounts Agreement. "Restricted Payment Suspense Account" has the meaning given to such term in the Accounts

Agreement.

"RestrictedPayments"hasthemeaninggiventosuchterminSection9.04(RestrictedPayments9.04(Restricted Payments).

"RevenueAccount"hasthemeaninggiventosuchtermintheAccountsAgreement. ""SAF" has the meaning given to such term in the preamble hereto.

"SAM"meanstheSystemforAwardManagementelectronicdatabaseadministeredbytheUnited States General Services Administration, found at www.sam.gov.

"SafetyAudit"meansasafetyauditoftheProjectinamannersatisfactorytoDOEthatfocuseson compliancewith the regulations implementing the Occupational Safety and Health Act, and addresses the following general occupational safety and health compliance items: management commitment and employee involvement; worksite analysis; hazard prevention and control; training for employees, supervisors, and managers; incident reporting and information posting.

"Safety Report" means a written report, in form satisfactory to DOE, with respect to an annual Safety Audit that sets forth: (i) any deficiencies identified as a result of such Safety Audit; (ii) any recommendations for the operation and maintenance of the Project; (iii) compliance with the regulations implementing the Occupational Safety and Health Act; and (iv) any other items reasonably requested by DOE.

“SalesandMarketingPlan”hasthemeaninggiventosuchterminSection8.02(a)(i)(D)8.02(a)(i)(D)(Annual Reports) and Schedule 8.02(a)(Sales and Marketing Plan).

"Sanctions" means the economic, financial, and trade sanctions laws and export controls, Applicable Laws, regulations, embargoes or restrictive measures administered or enforced by: (a) the UnitedStatesgovernment,includingOFAC,andtheU.S. DepartmentofState,andtheU.S.Departmentof Commerce; (b) the United Kingdom; (c) the European Union; (d) the United Nations; and (e) any multilateral economic or trade sanctions in which the United States participates.



"Scope3"meanstheworkdescribedas“Scope3”ontheProjectMilestoneSchedule.

"Scope0"meanstheworkdescribedas“Scope0”ontheProjectMilestoneSchedule. "Scope1"meanstheworkdescribedas“Scope1”ontheProjectMilestoneSchedule. "Scope2"meanstheworkdescribedas“Scope2”ontheProjectMilestoneSchedule.



"Scope3"meanstheworkdescribedas“Scope3”ontheProjectMilestoneSchedule.

"Scope4"meanstheworkdescribedas“Scope4”ontheProjectMilestoneSchedule.

"Scope5"meanstheworkdescribedas“Scope5”ontheProjectMilestoneSchedule.

"SecretaryofEnergy"meansasofanydate,thethen-currentsecretaryoftheU.S.Departmentof Energy or, in their absence, the person discharging their duties or exercising their prerogatives in accordance with applicable law.

"Secretary of Labor" means as of any date, the then-current secretary of the U.S. Department of Laboror,intheirabsence,thepersondischargingtheirdutiesorexercisingtheirprerogativesinaccordance with applicable law.

"Secretary of Treasury" means as of any date, the then-current secretary of the U.S. Department of Treasury or, in their absence, the person discharging their duties or exercising their prerogatives in accordance with applicable law.

"Secretary's Instruments" has the meaning given to such term in the FFB Note Purchase Agreement.

"SecuredObligations"means,atanytime,all FFBNoteObligationsandall other amountsowed to DOE or any other Secured Party under the Financing Documents, including accrued interest thereon, fees, Secured Party Expenses, Agent Fees, penalties and indemnity obligations.

"Secured Parties' License" means the right for the Secured Parties to use and otherwise Practice and to assign or sublicense, in each case, for no additional consideration, the Borrower's rights in and to ProjectIPunderaProjectIPAgreement(effectiveasoftheExecutionDateor,ifacquiredlater,uponsuch acquisition date, but enforceable: (a) during the continuance of an Event of Default; (b) upon an enforcement and transfer of ownership in the Borrower; or (c) upon any bankruptcy or insolvency action involving the Borrower).

"SecuredParty"meanseachof:

(a)DOE;

(b)FFB;

(c)theAgents;and

(d)anyotherholderofanySecuredObligationsoutstandingatanytime.

"Secured Party Advisor" means each of:

(a)theFinancialAdvisor;

(b)theIndependentEngineer;

(c)theInsuranceConsultant;

(d)theMarket Consultant;

(e)theEnvironmentalConsultant;

(f)CrowleyFleckPLLP,aslegalcounseltoDOE;

(g)Mintz,Levin,Cohn,Ferris,GlovskyandPopeo,P.C.,aslegalcounseltoDOE;and

(h)each other advisor, legal counsel or consultant retained by DOE from time to time in connection with the Guaranteed Loan, the Project or the Transaction Documents.

"Secured Party Expenses" means any out-of-pocket costs, expenses and other amounts paid or incurredbyanySecuredPartyfromtimetotimeinconnectionwiththeduediligenceoftheBorrower,the other Borrower Entities or the Project and the preparation, execution, recording and performance of this Agreement, the other Transaction Documents and any other documents and instruments related to this Agreement or thereto (including legal opinions), including any of the following:

(a)recordation and other costs, fees and charges in connection with the execution, delivery, filing,registration,orperformanceoftheTransactionDocumentsortheperfectionofthesecurityinterests in the Collateral;

(b)fees,charges,andexpensesofanySecuredPartyAdvisors;

(c)commissions,charges,costsandexpensesfortheconversionofcurrencies;

(d)otherfees,charges,expensesandotheramountsfromtimetotimeduetoanySecuredParty under or in connection with the Financing Documents;

(e)fees and expense of the legal counsel, consultants andadvisors of any Secured Party with respect to any of the foregoing; and

(f)DOEExtraordinaryExpenses.

"Security Agreement" means the Pledge and Security Agreement entered into as of the First AdvanceDateunderTranche1betweentheBorrowerinfavoroftheCollateralAgentforthebenefitofthe Secured Parties.

"SecurityDocument"meanseachof:

(a)theAccountsAgreement;

(b)theSecurityAgreement;

(c)theEquityPledgeAgreement;

(d)eachDirectAgreement;

(e)theIPSecurityAgreement;

(f)theLeaseholdMortgage,andifapplicable,theSubleaseholdMortgage;

(g)all subordination, attornment and non-disturbance agreements with landlords and sub- landlords;

(h)eachothersecuritydocument,agreementorinstrumenthereafterdeliveredtoanySecured Party from time to time granting, or purporting to grant, a Lien on any property, rights and assets of any Person to secure any of the Secured Obligations; and

(i)such other documents, certificates, filings and instruments that may be required by the Secured Parties in connection with the foregoing.

"Sensitive Information" means (a) any information that is subject to Data Protection Laws; (b) any Trade Secrets or other information in which the Borrower Entities have confidential Intellectual Propertyrights

(includinganyrelevantProjectIPownedbytheBorrowerEntities);and(c)anyinformation with respect to which the Borrower Entities have contractual non-disclosure obligations.

"ShareCapital"meansshallmean,withrespecttoanyPerson,anyandallshares,interests,quotas, participations or ownership or partnership interests or rights in or other equivalents of or in (however designated, whether votingor non-voting, ordinary or preferred) the equity or capital of such Person, now or hereafter outstanding, and any and all rights, warrants or options exchangeable for or convertible into any thereof.

"SimilarLawPlan"hasthemeaninggiventosuchterminSection6.276.27(ERISAERISA).

“SiteMap”hasthemeaninggiventosuchterminSection5.03(u)(i).5.03(u)(i).

"Software"meansanyandall(a)computerprogramsandsoftwareimplementationsofalgorithms, models and methodologies, in each case, whether in source code, object code or any other form; (b) descriptions, flow charts and other work product used to design, plan, organize and develop any of the foregoing, firmware, development tools, configurations, interfaces, platforms and applications; (c) data, databasesandcompilations,and(d)documentationsupportingorrelatedtoanyoftheforegoing(including training materials). Software shall include “software” as such term is defined in the UCC and computer programsthatmaybeconstruedasincludedinthedefinitionof“goods”intheUCC,includinganylicensed rights to Software, and all media that may contain Software or recorded data of any kind.

“SpecifiedAMPPs”meansDirectParent,WarburgPincus,MRHInc.,CMRandCalumetParent. “Specified Major Project Participant” means:

(a)eachentitylistedonPartBofSchedule5.01(d)(ii)-2(MajorProjectDocuments;Specified Major Project Participant; Feedstock Supplier); and

(b)any other counterparty to a Major Project Document that has a duration of not less than two (2) years and on average for the life of such Major Project Document accounts for annual costs or revenues to the Borrower of at least thirty million Dollars ($30,000,000).

"SourceCode"means,withrespecttoanySoftware,thehuman-readableformofsuchSoftware. "Sponsor" means Calumet Parent; Warburg Pincus and any Additional Sponsor.

"Sponsor Support Agreement" means the sponsor support, share retention and subordination agreement,datedasoftheExecutionDate,enteredinto byandamongtheSponsors,theDirect Parent and DOE.

"Standard&Poor's"or"S&P"meansS&PGlobalRatings,adivisionofS&PGlobalInc.

“SubleaseholdMortgage”hasthemeaninggiventosuchterminSection5.04(q)(iii)(B)(2). .

“SubleaseholdPolicy”hasthemeaninggiventosuchterminSection5.04(q)(Biii)(4D).

"Subordination Agreement" means the subordination agreement, if any, entered into, or to be enteredinto,betweentheBorrower,theDirectParent,theSponsorsandDOE(oranyagentsatisfactoryto DOE acting on its behalf), which shall be entered into only if required by DOE and then in form and substance satisfactory to DOE.

"Subsidiary" means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity the accounts of which would be consolidated with those of such Person in such Person's consolidated financial statements if such financial statements werepreparedinaccordancewiththeDesignatedStandardasofsuchdate,aswellasanyothercorporation, partnership, limited liability company, association, joint venture or other business entity of which more than fifty percent (50%) of the total voting power of shares of stock or other ownership interests entitled

(without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directlyorindirectly,bythatPersonoroneormoreoftheotherSubsidiariesofthatPersonoracombination thereof.

"Substantial Completion" has the meaning given to such term in Schedule5.01(j)(Project Milestone Schedule).

"Substantial Completion Date" means the date on which all requirements for Mechanical Completion, Performance Testing, and Substantial Completion for Phase 2 have been met and confirmed by DOE.

"Tax Certificate" has the meaning given to such term in Section5.01(g)(ii)(Execution DateCertificates5.01(g)(ii) (Execution Date Certificates).

"Taxes" means all taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority, including any interest, penalties or additions thereto imposed in respect thereof.

"Term Sheet" means the Summary Terms and Conditions for Guarantee applied for pursuant to Solicitation No.DE-SOL-0007154 and authorized under Title XVII, which is attached to the Conditional Commitment Letter., dated October 16, 2024.

"ThresholdEventofLoss"hasthemeaninggiventosuchterminSection7.04(a)(EventofLoss7.04(a)(Event of Loss).

"TitleCompany"meansFidelityNationalTitleInsuranceCompany.

“TitleXVII”hasthemeaningascribedtosuchterminthepreamble.

"Trade Secrets" has the meaning given to such term in the definition of "Intellectual Property".

"Trademarks"meansanyandall(a)trademarks,tradenames,businessnames,tradestyles,service

marks,tradedress,designs,fictitiousbusinessnames,logosandothersource orbusinessidentifiers(ineach

case, whether registered or unregistered); (b) registrations and applications for registration in the United StatesPatentandTrademarkOfficeoranysimilarofficesinanyStateoftheUnitedStatesoranypolitical subdivision thereof or any other jurisdiction, and recordations renewals and extensions thereof; and (c) othertrademarksassetoutinScheduleAoftheIPSecurityAgreement,andineachcase,togetherwithall goodwill associated therewith and any other Trademarks as defined in the IP Security Agreement.

"Tranche"hasthemeaninggiventosuchterminSection2.01(b)(GuaranteedLoanTranches2.01(b)(Guaranteed Loan Tranches).

"Tranche1"meanstheTranchetorepaytheExistingCreditFacilitiesandanyotherusespermitted under this Agreement.

"Tranche2"meanstheTranchetofundPhase2.

"Transaction Document" means each Financing Document and each Project Document. "Transmission Code" means the code delivered by DOE to each of the Authorized Transmitters

oftheBorrower.

"UCC" means the Uniform Commercial Code as adopted and in effect in the State of New York. "UnfundedPensionLiabilities"meanstheexcessofanEmployeeBenefitPlan'sbenefitliabilities

underSection4001(a)(16)ofERISA,overthecurrentvalueofthatplan'sassets,determinedinaccordance withthe assumptions used for fundingthe Employee Benefit Plan pursuant to Section412ofthe Code for the applicable plan year.

"UnitedStates"and"U.S."meantheUnitedStatesofAmerica.

"UtilityContract"meansadocumentevidencingtheBorrower’sdedicatedaccesstorequired

infrastructure,includingpower,waterandtransportationinfrastructure.

"Vendor Contract" means each contract pursuant to which Borrower procures equipment and technicalservicesfromthirdpartyvendors(excludingConstructionContracts)asrequiredbyBorrowerto design, engineer, procure, startup, commission, operate and maintain the Project, including any grants of third party Intellectual Property therein or ancillary thereto that do not constitute Project IP Agreements.

“"WarburgPincus”"hasthemeaningascribedtosuchterminthepreamble.

“"WPPreferredInterest”"meanstheclassofPreferredUnitsownedbyWarburgPincusasdefined in the MRH LLC Agreement as of the Execution Date.

FILING DETAILS