Exhibit 10.12


 


 


 


LOAN AGREEMENT


 


BETWEEN


 


SOUTHERN OHIO PORT AUTHORITY


 


AND


 


PURECYCLE: OHIO LLC


 


DATED AS OF OCTOBER 1, 2020


 


 


 




     


     


    

 


TABLE OF CONTENTS


	 	 	 
	SECTION	PAGE
	 	 	 
	ARTICLE I. DEFINITIONS	3
	 	 	 
	Section 1.1.	Definitions	3
	Section 1.2.	Rules of Construction	3
	 	 	 
	ARTICLE II. REPRESENTATIONS AND COVENANTS	4
	 	 	 
	Section 2.1.	Representations and Covenants of the Issuer	4
	Section 2.2.	Representations and Covenants of the Company	5
	Section 2.3.	Covenant With Bondholders	11
	Section 2.4.	Financial and Other Covenants	11
	Section 2.5.	Operating Revenue Escrow Agreement	22
	Section 2.6.	Derivatives	22
	Section 2.7.	Continuing Disclosure Agreement	23
	Section 2.8.	Operations and Maintenance Agreement	23
	Section 2.9.	Transactions with Affiliates	23
	Section 2.10.	Offtake Contracts	23
	Section 2.11.	Feedstock Supply Contracts	23
	Section 2.12.	Prohibition Against Competing Facilities	23
	Section 2.13.	Company to Provide Notice to Trustee of Contingency Balance; Trustee to Provide Notice to Liquidity Reserve Escrow Agent and Guarantor; Deposits by Guarantor	23
	Section 2.14.	Company to Cause Guarantor to Deposit Equity to Equity Account of Project Fund.	24
	 	 	 
	ARTICLE III. TITLE INSURANCE	24
	 	 	 
	Section 3.1.	Title Insurance	24
	 	 	 
	ARTICLE IV. ACQUISITION, CONSTRUCTION, EQUIPPING AND FINANCING OF THE PROJECT; ISSUANCE OF BONDS	25
	 	 	 
	Section 4.1.	Outside Completion Date	25
	Section 4.2.	Issuance of the Bonds; Deposit of Bond Proceeds	26
	Section 4.3.	Application of Moneys in Project Fund	26
	Section 4.4.	Certificate of Completion	27
	Section 4.5.	Completion by Company	27
	Section 4.6.	Remedies To Be Pursued Against Contractors, Subcontractors, Materialmen and their Sureties	28
	 	 	 
	ARTICLE V. LOAN PAYMENT PROVISIONS	29
	 	 	 
	Section 5.1.	Loan Payments and Other Amounts Payable	29
	Section 5.2.	Obligations of Company Hereunder Unconditional	32
	Section 5.3.	Acceleration of Payment to Redeem Bonds	32
	Section 5.4.	Credits Toward Loan Payments Required Hereunder	32



 






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	ARTICLE VI. MAINTENANCE, MODIFICATIONS, TAXES AND INSURANCE	33
	 	 	 
	Section 6.1.	Maintenance of and Capital Additions to Project by Company	33
	Section 6.2.	Installation of Additional Equipment	34
	Section 6.3.	Insurance Required	34
	Section 6.4.	Additional Provisions Respecting Insurance	36
	Section 6.5.	Application of Net Proceeds of Insurance	36
	Section 6.6.	Right of Trustee and Issuer to Pay Taxes, Insurance Premiums and Other Charges	37
	Section 6.7.	Taxes, Assessments and Utility Charges	37
	 	 	 
	ARTICLE VII. DAMAGE, DESTRUCTION AND CONDEMNATION	39
	 	 	 
	Section 7.1.	Damage or Destruction	39
	Section 7.2.	Condemnation of or Title Defect in the Project	41
	Section 7.3.	Recovery Against Contractor, Etc.	43
	 	 	 
	ARTICLE VIII. SPECIAL COVENANTS	44
	 	 	 
	Section 8.1.	Hold Harmless Provisions	44
	Section 8.2.	Right of Access	45
	Section 8.3.	Agreement to Provide Information	45
	Section 8.4.	Books of Record and Account	45
	Section 8.5.	Compliance With Orders, Ordinances, Etc.	46
	Section 8.6.	Discharge of Liens and Encumbrances	46
	Section 8.7.	Performance by Trustee of Company’s Obligations	46
	Section 8.8.	Company to Maintain its Existence; Conditions Under Which Exceptions Permitted; Formation of Subsidiaries	46
	Section 8.9.	Construction Monitor	47
	Section 8.10.	Additional Project Documents	48
	 	 	 
	ARTICLE IX. TRANSFER OF PROJECT, ASSIGNMENTS AND LEASING; PLEDGE AND ASSIGNMENT OF INTERESTS	49
	 	 	 
	Section 9.1.	Restriction on Transfer of Project	49
	Section 9.2.	Assignment and Leasing	49
	Section 9.3.	Installation of Additional Equipment	49
	Section 9.4.	Pledge and Assignment of Issuer’s Interests to the Trustee	49
	 	 	 
	ARTICLE X. EVENTS OF DEFAULT AND REMEDIES	50
	 	 	 
	Section 10.1.	Events of Default Defined	50
	Section 10.2.	Remedies on Default	51
	Section 10.3.	Remedies Cumulative	53
	Section 10.4.	Agreement to Pay Attorneys’ Fees and Expenses	53
	Section 10.5.	No Waivers Except in Writing; No Additional Waiver Implied by One Waiver	53
	 	 	 
	ARTICLE XI. EARLY TERMINATION OF LOAN AGREEMENT; OPTIONS IN FAVOR OF COMPANY	54
	 	 	 
	Section 11.1.	Early Termination of Loan Agreement	54
	Section 11.2.	Conditions to Early Termination of Loan Agreement	54
	Section 11.3.	Amounts Remaining on Deposit with the Trustee upon Payment of Bonds	55



 






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	ARTICLE XII. MISCELLANEOUS	56
	 	 	 
	Section 12.1.	Notices	56
	Section 12.2.	Binding Effect	56
	Section 12.3.	Severability	56
	Section 12.4.	Amendments, Changes and Modifications	57
	Section 12.5.	Execution of Counterparts	57
	Section 12.6.	Applicable Law	57
	Section 12.7.	Survival of Obligations	57
	Section 12.8.	Table of Contents and Section Headings Not Controlling	57
	Section 12.9.	No Recourse; Special Obligation	57
	Section 12.10.	Protection of Security Interests	58
	Section 12.11.	Information Under Uniform Commercial Code	58
	Section 12.12.	Consent of Holders of Bonds	58
	 	 	 
	EXHIBIT A-1 – FORM OF PROMISSORY NOTE	A-1-1
	 	 	 
	EXHIBIT A-2 – FORM OF PROMISSORY NOTE	A-2-1
	 	 	 
	EXHIBIT A-3 – FORM OF PROMISSORY NOTE	A-3-1
	 	 	 
	EXHIBIT B – LAND DESCRIPTION	B-1
	 	 	 
	EXHIBIT C – EQUIPMENT LIST	C-1
	 	 	 
	EXHIBIT D – PERMITTED LIENS	D-1
	 	 	 
	EXHIBIT E – DEED OF THE DOW CHEMICAL COMPANY	E-1
	 	 	 
	SCHEDULE I	S-1


 



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LOAN AGREEMENT


 


This LOAN AGREEMENT,
dated as of October 1, 2020 (this “Loan Agreement”), between the SOUTHERN OHIO PORT AUTHORITY, a port authority
and body corporate and politic existing under the laws of the State of Ohio (the “Issuer”), and PURECYCLE: OHIO LLC,
a limited liability company organized and existing under the laws of the State of Ohio, with an office located at 5950 Hazeltine
National Drive, Suite 650, Orlando, FL 32822 (the “Company”).


 


W I T N E S E T H:


 


WHEREAS, Ohio Revised
Code Sections 4582.21 through 4582.60 et seq. and Article VIII, Section 13 of the Ohio Constitution (collectively,
the “Act”), authorizes a port authority, pursuant to the Act, to issue revenue bonds and loan the proceeds therefrom
to an entity that has entered into a financing agreement with such port authority for the cost of acquisition, construction or
installation of port authority facilities, with the loan to be secured by the pledge of a debt obligation of such person; and


 


WHEREAS, the Board
of Directors of the Issuer has, by resolution adopted pursuant to and in accordance with the provisions of the Act, authorized
the financing of a portion of the cost of acquiring, constructing and equipping certain solid waste disposal facilities which constitute
 “port authority facilities” (within the meaning of the Act) and which are more particularly described in this Loan
Agreement and the Indenture of Trust, dated as of October 1, 2020 (the “Indenture”), between the Issuer and UMB
Bank, N.A., as Trustee (the “Project”); and


 


WHEREAS, the Issuer
proposes to issue its Southern Ohio Port Authority Exempt Facility Revenue Bonds (PureCycle Project), Tax-Exempt Series 2020A
(the “Series 2020A Bonds”), its Southern Ohio Port Authority Subordinate Exempt Facility Revenue Bonds (PureCycle
Project), Tax-Exempt Series 2020B (the “Series 2020B Bonds” and together with the Series 2020A Bonds,
the “Tax-Exempt Bonds”), and its Southern Ohio Port Authority Subordinate Exempt Facility Revenue Bonds (PureCycle
Project), Taxable Series 2020C (the “Series 2020C Bonds” and together with the Tax-Exempt Bonds, the “Series 2020
Bonds” or the “Bonds”) in order to provide funds to loan to the Company for the purpose of (1) financing
the acquisition, construction, installation and equipping of the Project, (2) funding a debt service reserve fund for the
Senior Bonds, (3) financing capitalized interest in connection with the Project and (4) paying the costs of issuing the
Bonds; and


 


WHEREAS, the Bonds
shall be issued under and pursuant to the Indenture, pursuant to which the Issuer shall pledge and assign to the Trustee certain
rights of the Issuer hereunder; and


 


WHEREAS, pursuant to
this Loan Agreement, the Issuer will loan the proceeds of the Bonds to the Company to finance the foregoing costs, secured by the
Security Documents (as defined in the Indenture); and


 


WHEREAS, the issuance,
sale and delivery of the Bonds and the execution and delivery of this Loan Agreement and the Indenture have been in all respects
duly and validly authorized in accordance with the Act and the Bond Resolution (as defined in the Indenture).


 






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NOW, THEREFORE, for
and in consideration of the premises and the mutual covenants hereinafter contained, and the parties hereto hereby formally covenant,
agree and bind themselves as follows (but, in the case of the Issuer, solely to the extent set forth in Section 12.9 hereof),
to wit:


 




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ARTICLE I.

DEFINITIONS


 


Section 1.1.          Definitions.
All capitalized terms used in this Loan Agreement and not otherwise defined shall have the meanings assigned thereto in Article I
of the Indenture which are incorporated herein and made a part hereof by reference. Notwithstanding anything to the contrary herein,
in the event of a conflict in terms between this Loan Agreement and the Indenture, the terms set forth in the Indenture shall
govern such provision.


 


Section 1.2.          Rules of
Construction. Unless the context clearly indicates to the contrary, the following rules shall apply to the construction
of this Loan Agreement.


 


(a)          Words
importing the singular number shall include the plural number and vice versa.


 


(b)          Words
importing the redemption or calling for redemption of Bonds shall not be deemed to refer to or connote the payment of the Bonds
at their stated maturity.


 


(c)          All
references herein to particular articles or sections are references to articles or sections of this Loan Agreement.


 


(d)          The
use of the neuter gender shall include the masculine and feminine genders as well.


 


(e)          The
table of contents and headings of the several sections herein are solely for convenience of reference and shall not control, affect
the meaning of or be taken as an interpretation of any provision of this Loan Agreement.


 




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ARTICLE II.

REPRESENTATIONS AND COVENANTS


 


Section 2.1.          Representations
and Covenants of the Issuer. The Issuer makes the following representations and covenants as the basis for the undertakings
on its part herein contained:


 


(a)          The
Issuer is a port authority and body corporate and politic validly existing under the laws of the State.


 


(b)          Based
upon representations of the Company as to the utilization of the Project, the Project will constitute “port authority facilities”
as defined in the Act, is consistent with the purposes of the Act, will create additional employment opportunities within the jurisdiction
of Southern Ohio Port Authority, and will benefit the health, safety, morals and general welfare of the citizens of the Issuer
and the State.


 


(c)          The
Project, and the financing thereof by the Issuer, is consistent with the purposes of the Act.


 


(d)          The
Issuer has the necessary power under the Act and has duly taken all action on its part required to execute and deliver the Issuer
Documents, to undertake the transactions contemplated by the Issuer Documents to finance the Project and to carry out its obligations
hereunder and thereunder, including the assignment of certain of its rights hereunder to the Trustee.


 


(e)          Neither
the execution and delivery of the Issuer Documents, the consummation of the transactions contemplated hereby or thereby nor the
fulfillment of or compliance with the provision of the Issuer Documents will conflict with or result in a breach by the Issuer
of any of the terms, conditions or provisions of the Act or any restriction, agreement, instrument, order or judgment to which
the Issuer is a party or by which it is bound, or will constitute a default by the Issuer under any of the foregoing.


 


(f)          Pursuant
to the Bond Resolution, the Issuer has duly authorized the execution and, delivery of the Issuer Documents and the issuance and
sale of the Bonds. The Issuer also has approved the Section entitled the “ISSUER” and the Section entitled
 “LITIGATION – The Issuer” in the Limited Offering Memorandum.


 


(g)          When
duly executed and delivered on behalf of the Issuer, and assuming the due authorization, execution and delivery by the other parties
thereto, each of the Issuer Documents shall constitute a valid and binding obligation of the Issuer enforceable against the Issuer
in accordance with its terms, provided that the enforceability of the Issuer Documents may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or limiting creditors’ rights generally and the application of general
principles of equity.


 


(h)          To
the best knowledge of the Issuer, as of this date, there is no action, suit or proceeding at law or in equity, pending or threatened
against the Issuer to restrain or enjoin the issuance or sale of the Bonds or in any way contesting the validity or affecting the
power of the Issuer with respect to the issuance and sale of the Bonds or the documents or instruments executed by the Issuer in
connection therewith or the existence of the Issuer or the power or the right of the Issuer to finance the Project.


 








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(i)           To
assist in financing the Project Costs, the Issuer will issue the Bonds.


 


Section 2.2.          Representations
and Covenants of the Company. The Company makes the following representations and covenants as the basis for the undertakings
on its part herein contained:


 


(a)          The
Company is a limited liability company and is duly organized and validly existing under the laws of the State, has the power and
authority to do business in the State, to own its properties and assets and to carry on its business as now being conducted (and
as now contemplated by the Company) and has the power to perform all the undertakings of the Company Documents and the Project
Documents, to carry out its obligations hereunder and to execute, deliver and perform the Company Documents and the Project Documents.


 


(b)          No
approval of any Governmental Authority except building permits, environmental permits and like permits and approvals, which the
Company will obtain prior to performing construction, and which are available without undue delay or burden is required for the
Company to execute and deliver the Company Documents or to perform its obligations thereunder, except for such approvals as have
been obtained.


 


(c)          On
the date of execution of this Loan Agreement, the Company shall execute the Promissory Notes in the form attached hereto as Exhibit A.


 


(d)          The
execution, delivery and performance by the Company of the Company Documents, the Project Documents and other instruments required
by this Loan Agreement:


 


(i)          have
been duly authorized by all requisite action of the Company and its Sole Member;


 


(ii)         to
the best knowledge of the Company, do not and will not conflict with or violate any provision of law, rule or regulation,
any order of any court or other agency of government applicable to the Company;


 


(iii)        do
not and will not conflict with or violate any provision of any charter document or operating agreement of the Company;


 


(iv)        do
not and will not violate or result in a default under any other indenture, agreement or other instrument to which the Company is
a party;


 


(v)         do
not and will not result in the creation or imposition of any lien, charge or encumbrance of any nature on the assets of the Company,
other than the liens created by the Company Documents; and


 


(vi)        have
been duly executed and delivered by the Company and are enforceable against the Company in accordance with their terms, subject
to the limitation that the enforceability of such documents may be limited by bankruptcy or other laws relating to or limiting
creditors’ rights generally and the application of general principles of equity.


 








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(e)          There
is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending
or, to the knowledge of the Company after due inquiry, threatened against or affecting it, or any of its properties or rights,
which, if adversely determined, would (i) adversely affect the transactions contemplated by the Company Documents, (ii) adversely
affect the validity or enforceability of the Company Documents, (iii) adversely affect the ability of the Company to perform
its obligations under the Company Documents, (iv) impair the value of the Collateral, (v) impair the Company’s
right to carry on its business substantially as now conducted (and as now contemplated by the Company) or (vi) have a Material
Adverse Effect on the Company’s financial condition, future results of operations or future business prospects.


 


(f)          The
Company, to the best of its knowledge, is not in default in any material respect in the performance, observance or fulfillment
of any of the obligations, covenants or conditions contained in any agreement or instrument, including the Project Documents, to
which it is a party or by which it is bound.


 


(g)          The
Company is a single purpose entity whose sole business is the development of, ownership of and operation of the Project.


 


(h)          The
Company Documents or any other document, certificate or statement furnished to the Trustee or the Issuer by or on behalf of the
Company are true, correct and complete and do not contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements, when made, contained herein and therein not misleading or incomplete. It is specifically
represented that the Company is not a party to any litigation nor, to the best of its knowledge, is the subject of any investigation
or administrative proceeding. It is specifically understood by the Company that all such statements, representations and warranties
shall be deemed to have been relied upon by the Issuer as an inducement to issue the Bonds and that if any such statements, representations
and warranties were false at the time they were made, the Issuer may, in its sole discretion, consider any such misrepresentation
or breach of warranty an Event of Default as defined in Section 10.1 hereof and exercise the remedies provided for in this
Loan Agreement.


 


(i)          The
Company has not taken and will not take any action and knows of no action that any other Person has taken or intends to take, which
would cause interest income on the Tax-Exempt Bonds to be includable in the gross income of the recipients thereof under the Code.


 






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(j)          As
constructed, the Project will conform to and comply with all federal, state and local zoning, environmental, land use and other
Applicable Laws and the requirements of all Governmental Authorizations, except such noncompliance as could not reasonably be expected
to have a Material Adverse Effect. The Project is being owned, operated and maintained in compliance with all Applicable Laws and
in compliance with the requirements of all Governmental Authorizations, except such noncompliance as could not reasonably be expected
to have a Material Adverse Effect. All certificates, approvals, applicable permits and authorizations of applicable local Governmental
Authorities, the State and the federal government, which are necessary prior to the commencement of the construction or use of
the Project, have been obtained and are in full force and effect or are expected by the Company to be obtained prior to the commencement
of the construction or use of the Project, as applicable. The Company shall obtain any necessary certificates, approvals, applicable
permits and authorizations of applicable local Governmental Authorities, the State and the federal government prior to the commencement
of the construction or use of the Project, as applicable. Included in Schedule I hereto are (i) all such certificates, approvals,
applicable permits and authorizations of applicable local Governmental Authorities, the State and the federal government which
as of this date are necessary prior to the commencement of the construction or use of the Project, as applicable, and (ii) the
expected date of receipt of such certificates, approvals, applicable permits and authorizations which have not been obtained.


 


(k)          The
services to be performed, the materials to be supplied and the real property interests, and other rights granted pursuant to the
Construction Contract: (i) comprise all the property interest necessary to secure all rights material to the development of
the Project in accordance with all Applicable Laws and in accordance, with the schedules and budgets set forth in the Construction
Contract; (ii) are sufficient to enable the Project to be located, constructed and operated on the Land; and (iii) provide
adequate ingress and egress from the Land for any purpose in connection with the development of the Project.


 


(l)          Other
than construction of the FEU for which the Company has received a Certificate of Occupancy, the constituent parts of the Project
were not commenced prior to the Closing Date. The Company has not incurred any expense prior to such Closing Date, for which it
shall seek reimbursement from the Project Fund, other than a Proper Charge.


 


(m)          The
Company owns or has rights to use all intellectual property necessary to continue to conduct its business as now conducted by it
and as presently proposed to be conducted by it. The Company conducts its business and affairs, to the best of its knowledge and
without any notice to the contrary form any third party, without infringement of or interference with any license, patent, copyright,
trademark or other intellectual property of any other Person in any material respect.


 


(n)          No
Default or Event of Default has occurred and is continuing or will result from the consummation of the transactions contemplated
in the Company Documents or the Project Documents.


 


(o)          The
Company has not entered into any agreement (other than the Company Documents) prohibiting the creation or assumption of any Lien
upon any of its properties or assets, whether now owned or hereafter acquired.


 


(p)          Neither
the execution and delivery of this Loan Agreement, the other Financing Documents or the Project Documents to which the Company
is a party, the consummation of the transactions contemplated hereby or thereby nor the fulfillment of or compliance with the provisions
hereof or thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the articles of organization
or the operating agreement of the Company or of any agreement, instrument, order or judgment to which the Company is a party or
by which it is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any Lien
of any nature upon any of the Property of the Company under the terms of any such agreement, instrument, order or judgment.


 








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(q)          The
Project constitutes “port authority facilities” within the definition of the Act and so long as the Bonds shall be
Outstanding, the Company will not take any action, or fail to take any action, which would cause the Project not to constitute
 “port authority facilities” as such term is defined in the Act.


 


(r)          Except
for Permitted Liens, the Project is not now, and shall not be, and throughout the Contract Term the operation of the Project shall
not be, in violation of any applicable building, zoning, environmental, planning and subdivision laws, rules and regulations
of any Governmental Authority.


 


(s)          All
utility services required for the Project and the operation thereof for its intended purposes are available at the boundaries of
the Land, including water supply, storm and sanitary sewer, gas, electric power and telephone facilities and the Company either
has entered into service agreements with each provider thereof or is entitled to service at standard tariff rates by legal right.


 


(t)          The
Company will comply with all the terms, conditions and provisions of the Tax Compliance Agreement.


 


(u)          The
Company shall perform or cause to be performed, for or on behalf of the Issuer, each and every obligation of the Issuer under and
pursuant to the Tax Compliance Agreement, the Indenture and the Mortgage to the extent such obligations are capable of being performed
by the Company, as opposed to being capable of being performed only by the Issuer.


 


(v)          The
Company, no later than the date of issuance of the Bonds, shall deposit funds in the Equity Account of the Project Fund, in the
amount of $50,000,000.


 


(w)          The
Company, no later than the date of issuance of the Bonds, shall deposit funds in the Senior Tax-Exempt Capitalized Interest Subaccount
of the Capitalized Interest Account of the Project Fund, in the amount of $10,000,000.


 


(x)          The
Company, no later than January 31, 2021, shall deposit additional funds in the Equity Account of the Project Fund, in the
amount of $18,846,989.00.


 


(y)          The
Company, no later than January 31, 2021, shall deposit additional funds in the Contingency Account of the Project Fund, in
the amount of $21,153,011.00


 


(z)          The
legal description of the Land on which the Project will be built is attached hereto as Exhibit B and such description is accurate
in all material respects.


 






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(aa)        Except
as stated herein, (i) the Company has no knowledge after due inquiry of any activity at the Project, or any storage, treatment
or disposal of any Hazardous Materials connected with any activity at the Project, which has been conducted, or is being conducted,
in violation of any Environmental Law; (ii) the Company has no knowledge after due inquiry of any of the following which could
give rise to material liabilities, material costs for remediation or a material adverse change in the business, operations, assets,
condition (financial or otherwise) or prospects of the Company: (A) contamination present at the Land; (B) polychlorinated
biphenyls present at the Land; (C) asbestos or materials containing asbestos present at the Land; (D) urea formaldehyde
foam insulation present at the Land; or (E) lead-based paint at the Land; (iii) the Company has no knowledge after due
inquiry of any investigation of the Land for the presence of radon; (iv) the Company has no knowledge after due inquiry of
any tanks presently or formerly used for the storage of any liquid or gas above or below ground are present at the Land; (v) the
Company has no knowledge after due inquiry of any condition, activity or conduct existing on or in connection with the Land which
constitutes a violation of Environmental Laws; (vi) the Company has no knowledge after due inquiry of any notice that has
been issued by any Governmental Authority to the Company identifying the Company as a potentially responsible party under any Environmental
Laws; (vii) the Company has no knowledge after due inquiry of any investigation, action, proceeding or claim by any Governmental
Authority or by any third party which could result in any liability, penalty, sanctions or judgment under any Environmental Laws
with respect to the Land; and (viii) the Company is not required to obtain any permit or approval from any Governmental Authority
and need not notify any Governmental Authority pursuant to any Environmental Law with regard to the construction of the Project.
The Company acknowledges that there are certain restrictive covenants, which covenants run with the land and bind the Project Site
and are also known as activities and use limitations (“AULs”), related to the use of the Project Site, which limitations
are included in Exhibit B to that certain Limited Warranty Deed from The Dow Chemical Company (the “Dow Chemical”)
to Lawrence Economic Development Corporation, recorded at Book 885, Pages 564-577 in the Official Records of the Lawrence
County, Ohio Recorder (the “Dow Deed”), a copy of which is included as EXHIBIT E hereto, and include the following
(which descriptions are qualified by reference to EXHIBIT E in its entirety): (i) The Project Site shall be used only
for non-residential purposes and shall not be used for, among others, residential or quasi-residential purposes (to be interpreted
as broadly as possible), such as group homes, schools, hotels, hospitals, or recreational facilities; (ii) the ground water
under the Project Site shall not be extracted, pumped, accessed or used in any manner, except as stated for remediation and monitoring
activities; (iii) Dow Chemical, for itself and its successors and assigns, acknowledged that environmental remediation and/or
monitoring has been conducted on the Project Site and that Dow Chemical is a signatory to an Administrative Order on [sic] Consent
(“AOC”) affecting the Project Site that was entered into by Dow Chemical with the U.S. Environmental Protection Agency
(“USEPA”) and that Dow Chemical has installed certain monitoring Wells (as defined in EXHIBIT E hereto) and other
environmental equipment owned by Dow Chemical on, in or under the Project Site in the approximate locations shown on Exhibit E-1
attached to EXHIBIT E hereto, which Wells and equipment remain the property solely of Dow Chemical. Dow Chemical’s conveyance
to the Company’s predecessor-in-title was made subject to a perpetual right of ingress and egress to the Project Site in
favor of Dow Chemical and its successors and assigns to enter upon the Project Site for the purpose of inspecting, operating, monitoring,
maintaining, repairing, removing, and replacing the Wells, and installing additional monitoring or recovery Wells that may be required
by any Governmental Authorities (as defined therein) and as otherwise necessary for or appropriate for ongoing inspection, maintenance,
remediation, sampling, monitoring or other activities associated with the remediation of Dow Chemical’s property that is
adjacent to the Project Site and/or Dow Chemical’s implementation of the AOC and any and all work required thereunder. Dow
Chemical agreed to consult with its grantee, and the successors and assigns of the grantee, with respect to the location of additional
Wells or related equipment; provided, any alternate location of Wells must be satisfactory to the Governmental Authorities, if
applicable, and reasonably satisfactory to Dow Chemical. The perpetual right of ingress and egress retained by Dow Chemical runs
with the land in perpetuity; provided, that Dow Chemical provided that the right may be amended or terminated in a future written,
recorded agreement entered into between Dow Chemical and its grantee. The Company, its agents, employees, contractors, successors
and assigns shall not interfere with any action or entry by Dow Chemical or its successors or assigns onto the Project Site pursuant
to the Dow Deed and the perpetual right of ingress and egress granted therein. In the event of damage to the Wells as the result
of any act or omission of the Company, as successor to Dow Chemical’s Grantee, or any act of a third party, including without
limitation, theft or vandalism, the Company and its successors and assigns shall reimburse Dow Chemical for the cost of remedying
such damager after written demand therefore, except to the extent that such damage is caused by Dow Chemical, its successors, assigns
or their contractors. The Company acknowledges that it may encounter contaminated soil and groundwater during excavation or construction
on the Project Site that could require special disposal; and the Company may encounter the presence of asbestos and/or lead-based
paint during demolition and building renovations on the Project Site and that the Company shall properly remediate and dispose
of any and all such contaminated soil, asbestos and lead-based paint. The Company or Guarantor may have potential financial liability
for the proper disposal of approximately 420 cubic-yard soil stockpile, which was placed at an off-site contractor’s yard
to mitigate the on-site impacts associated with the September 25, 2018 release of oil on the Project Site.


 








    	 	 9	 



     


    

 


(bb)        Neither
the Company nor any Person holding any legal or beneficial interest whatsoever in the Company is included in, owned by, controlled
by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated
with any of the persons or entities referred to or described in Executive Order 13224 — Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, as amended.


 


(cc)        The
Company has furnished the Underwriter and the Trustee with true and complete sets of the Plans and Specifications. The Plans and
Specifications so furnished comply with all Applicable Laws and all Governmental Authorizations. The Company shall complete the
Project in accordance with the Plans and Specifications.


 


(dd)        The
Company will (i) preserve and maintain in full force and effect its existence as a limited liability company under the Applicable
Laws of the state of its organization, and its rights and privileges and its qualification to do business in the State, (ii) not
dissolve or otherwise dispose of more than three percent (3%) of the net book value of its Property, Plant and Equipment and personal
and intangible assets (based upon the then most recent audited financial statements), except in the ordinary course and for fair
market value in an arms-length transaction, (iii) not consolidate with or merge into another entity or permit one or more
other entities to consolidate with or merge into it, and (iv) not amend any provision of its certificate of formation or its
operating agreement relating to its purpose, membership interests, management or operation without the prior written consent of
the Majority Holders.


 






    	 	 10	 



     


    

 


(ee)        The
Company shall: (i) not engage in any business or activity, other than the ownership, renovation, operation and maintenance
of the Project and activities incidental thereto; and (ii) not acquire, own, hold, lease, operate, manage, maintain, develop
or improve any assets other than the Project and such personal property as may be necessary for the operation of the Project and
shall conduct and operate its business as presently conducted and operated.


 


(ff)         The
Company shall: (i) not unreasonably maintain its assets in a way that is difficult to segregate and identify; (ii) ensure
that business transactions between the Company and any affiliate of the Company shall be entered into upon terms and conditions
that are substantially similar to those that would be available on an arms-length basis with a third Person other than the affiliate;
(iii) except as expressly permitted herein, not incur or contract to incur any obligations, secured or unsecured, direct or
contingent (including guaranteeing any obligation), other than the obligations evidenced by this Loan Agreement and the other Company
Documents; (iv) not make any loans or advances to any third Person (including any affiliate of the Company); (v) file
its own tax returns; (vi) distribute revenue to any affiliate, member or any other Person except as expressly permitted by
this Loan Agreement; and (vii) not commingle the funds and other assets of the Company with those of any affiliate or any
other Person.


 


Section 2.3.          Covenant
With Bondholders. The Issuer and the Company agree that this Loan Agreement is executed in part to induce the purchase
of the Bonds. Accordingly, all representations, covenants and agreements on the part of the Issuer and the Company set forth in
this Loan Agreement are hereby declared to be for the benefit of the Trustee and the Holders from time to time of such Bonds,
which benefit is coupled with an interest and conveys full power of enforcement by the Bondholders as may be permitted by Applicable
Law and the terms of the Indenture.


 


Section 2.4.          Financial
and Other Covenants.


 


(a)          The
Company makes the following financial covenants (the “Financial Covenants”) for as long as any Bonds are outstanding:
(i) a debt service coverage ratio covenant; and (ii) a Days Cash on Hand covenant. In addition, the Company will not
make any distributions to its members prior to the first day of its Fiscal Year beginning January 1, 2024. Thereafter, the
Company will only make distributions to its members one time per year after the delivery of Audited Financial Statements and only
so long as the provisions of Section 2.4(b)(viii) hereof are satisfied.


 


(i)          Debt
Service Coverage Ratio Covenant.


 


(A)         For
each Fiscal Year, commencing with the Fiscal Year ended December 31, 2023, the Company will produce sufficient annual Gross
Revenues in order to provide: (I) a Senior Debt Service Coverage Ratio equal to at least 150% for such Fiscal Year (the “Senior
Parity Coverage Requirement”); and (II) a ratio of at least 110% of (a) Net Income Available for Debt Service to
(b) all obligations of the Company which are charges, liens, Indebtedness or encumbrances upon or payable from the Gross
Revenues, including but not limited to Senior Bonds, Parity Indebtedness and Subordinate Bonds (the “Overall Coverage Requirement”)
calculated at the end of each Fiscal Year, based upon the Audited Financial Statements of the Company.


 






    	 	 11	 



     


    

 


(B)         If
for any Fiscal Year, the Company’s Senior Parity Coverage Requirement falls below 150% or the Overall Coverage Requirement
falls below 110%, the Company covenants to retain promptly an Independent Consultant to make recommendations to increase Net Income
Available for Debt Service in the following Fiscal Year to the level required or, if in the opinion of the Independent Consultant
the attainment of such level is impracticable, to the highest level attainable for such Fiscal Year and the number of Fiscal Years
required to return the Company to compliance with the Senior Parity Coverage Requirement and the Overall Coverage Requirement.
The Company will provide notice of the proposed retention of an Independent Consultant within three (3) Business Days of such
retention to the Trustee (with a direction to the Trustee to notify Bondholders), which notice shall specify the identity of the
Independent Consultant proposed to be retained by the Company, and as soon as practicable thereafter the Trustee shall, at the
expense of the Company, notify all Holders of Bonds by means of a posting to EMMA of the identity of such Independent Consultant.
If within 30 calendar days of providing such notice, the Majority Holders notify the Trustee in writing that they object to the
retention of such Independent Consultant, such Independent Consultant shall not be retained by the Company and the Company will
provide notice of the proposed retention of a different Independent Consultant in the same manner. If such objection has not been
received by the Trustee within 30 calendar days of providing such notice, the retention of such Independent Consultant shall be
deemed to have been approved by the Majority Holders. The process will continue until the Company has proposed retention of an
Independent Consultant that is not objected to by the Majority Holders.


 


(C)         “Independent
Consultant,” as used in this Loan Agreement, means any independent professional consulting, accounting, engineering, financial
advisory firm or commercial banking firm or individual selected by the Company in accordance with this Section 2.4(a)(i) having
the skill and experience necessary to render the particular report required and having a favorable reputation for such skill and
experience, and which firm is licensed by, or permitted to practice in, the State, and which firm or individual does not control
the Company, is not employed by the Company, except to perform the services required by this Loan Agreement, and is not controlled
by or under common control with the Company. The Trustee shall have no responsibility to review such report or monitor compliance
by the Company with any such recommendations.


 


(D)         The
Company agrees to transmit a copy of the report of the Independent Consultant to the Trustee within five (5) calendar days
of the receipt of such recommendations. The Company will, promptly upon its receipt of such recommendations, take such action as
will be in substantial conformity with such recommendations.


 


(E)         If
the Company retains and the Independent Consultant confirms that the Company has substantially complied with the recommendations
of the Independent Consultant, an Event of Default shall not be deemed to have occurred; provided, however, that, notwithstanding
any provision in this Loan Agreement to the contrary, an Event of Default will exist if the Senior Parity Coverage Requirement
ratio is less than 125% for any Fiscal Year or if the Overall Coverage Requirement ratio is less than 110% for any Fiscal Year
commencing with the Fiscal Year ending December 31, 2023.


 






    	 	 12	 



     


    

 


(ii)         Days
Cash on Hand Covenant.


 


(A)         The
Company will manage its business such that Days Cash on Hand, commencing with the period ending December 31, 2023, will not
be less than 75 Days Cash on Hand for such Fiscal Year (the “Days Cash on Hand Requirement”). The Days Cash on Hand
will be tested commencing December 31, 2023, and annually each December 31 thereafter based on such Fiscal Year.


 


(B)         The
determination of operating expenses will be made utilizing the last Audited Financial Statements of the Company.


 


(C)         If,
at the end of any Fiscal Year, Days Cash on Hand is less than the Days Cash on Hand Requirement, the Company covenants to retain
promptly an Independent Consultant to make recommendations to increase Days Cash on Hand in the following Fiscal Year to the Days
Cash on Hand Requirement for such Fiscal Year or, if in the opinion of the Independent Consultant the attainment of such level
is impracticable, to the highest level attainable for such Fiscal Year and the number of Fiscal Years required to return to the
Days Cash on Hand Requirement.


 


(D)         The
Company will provide notice of the proposed retention of an Independent Consultant within three (3) Business Days of such
retention to the Trustee (with a direction to the Trustee to notify the Bondholders), which notice shall specify the identity of
the Independent Consultant proposed to be retained by the Company, and as soon as practicable thereafter the Trustee shall notify
all Holders of Bonds by means of a posting to EMMA of the identity of such Independent Consultant. If within 30 calendar days of
providing such notice, the Majority Holders notify the Trustee in writing that they object to the retention of such Independent
Consultant, such Independent Consultant shall not be retained by the Company and the Company will provide notice of the proposed
retention of a different Independent Consultant in the same manner. If such objection has not been received by the Trustee within
30 calendar days of providing such notice, the retention of such Independent Consultant shall be deemed to have been approved by
the Majority Holders. The process will continue until the Company has proposed retention of an Independent Consultant that is not
objected to by the Majority Holders.


 


(E)         The
Company agrees to transmit a copy of the report of the Independent Consultant to the Trustee within five (5) calendar days
of the receipt of such recommendations. The Company shall, promptly upon its receipt of such recommendations, take such action
as shall be in substantial conformity with such recommendations. The Trustee shall have no responsibility to review such report
or monitor compliance with any such recommendations.


 


(F)         Notwithstanding
the Company’s retaining of and the Independent Consultant’s confirmation that the Company has substantially complied
with the recommendations of the Independent Consultant, an Event of Default shall exist and be continuing if the Company’s
Days Cash on Hand is less than 60 Days Cash on Hand.


 






    	 	 13	 



     


    

 


(iii)        Repair
and Replacement Fund Covenant. The Repair and Replacement Fund Requirement shall initially be $3,261,291.29. The Company agrees
that portions of the Loan Payments in the amounts and on the dates set forth in Section 5.1(a)(i)(D) and 5.1(a)(ii)(F) hereof
shall be deposited into the Repair and Replacement Fund on the dates and in the amount set forth therein, until the initial Repair
and Replacement Fund Requirement is met, so long as the Bonds are outstanding. Periodically, and no less frequently then once on
or prior to the eighth anniversary of the Completion Date and once within the six-month period prior to every subsequent fourth
anniversary of execution of the Completion Date, the Company shall obtain certification of an Independent Consultant that the Repair
and Replacement Requirement at that time is sufficient to ensure ongoing operation of the Project during the reasonably expected
economic life of the Project. If a deficiency exists or arises in the Repair and Replacement Fund after the last monthly deposit
required pursuant to Section 5.1(a)(ii)(F) hereof, the Company shall replenish such deficiency in accordance with Section 4.17(e) of
the Indenture.


 


(b)          In
addition, the Company makes the following covenants:


 


(i)          Additional
Senior and Subordinate Parity Indebtedness Covenant. The Company will not issue or incur additional Senior Parity Indebtedness,
unless the Company satisfies all of the following conditions:


 


(A)         the
Company will file with the Trustee:


 


(I)          written
consent the Majority Holders to the issuance or incurrence of such additional Senior Parity Indebtedness;


 


(II)         a
certificate of an Authorized Representative of the Company demonstrating that, during the Company’s last audited Fiscal Year,
the Company’s Senior Debt Service Coverage Ratio was at least equal to the Senior Parity Coverage Requirement for all Senior
Parity Indebtedness plus the Parity Indebtedness proposed to be issued; provided, however, that if the Company incurs additional
Indebtedness prior to the completion of a full Fiscal Year, the Company shall not be required to deliver such certificate;


 


(III)        a
certificate of an Independent Consultant that the Company’s Senior Debt Service Coverage Ratio for each of the next five
(5) Fiscal Years following the earlier of (1) the end of the period during which interest on the Parity Indebtedness
proposed to be incurred is to be capitalized or, if no interest is capitalized, the Fiscal Year in which the Parity Indebtedness
proposed to be incurred is incurred, or (2) the date on which substantially all projects financed with the Parity Indebtedness
proposed to be incurred and all projects financed with existing Parity Indebtedness are expected to commence operations, will be
at least equal to the Senior Parity Coverage Requirement for such five (5) Fiscal Year period; provided, that for the purpose
of providing this Consultant’s Report, the Independent Consultant may adjust the foregoing estimated Senior Debt Service
Coverage Ratio to reflect an allowance for Net Income Available for Debt Service that is estimated to be derived from any contractual
increase in the rates, fees and charges under contracts then in effect and being charged or from any increase in the rates, fees
and charges that the Company is legally entitled to; provided, further, that the Independent Consultant in making such certificate
shall take into consideration the remaining term(s) on the then existing Feedstock Supply Contracts and Offtake Contracts
and other matters applicable to such five (5) Fiscal Year projection that in the Independent Consultant’s professional
judgment should be considered;


 






    	 	 14	 



     


    

 



 


(IV)            a
certificate by an Authorized Representative of an Construction Monitor that the additional Senior Parity Indebtedness will only
be used to pay Capital Additions and that the Capital Additions to be acquired and constructed with the proceeds of such parity
obligation is technically feasible, all legal entitlements, permits and approvals necessary and appropriate for such Capital Additions
have been obtained and are in full force and effect, and the estimated cost of the acquisition and construction thereof is reasonable,
and (after giving effect to the completion of all uncompleted Capital Additions) the rates, fees and charges estimated to be fixed
and prescribed for the operation of such Capital Additions for each Fiscal Year from the Fiscal Year in which such additional Senior
Parity Indebtedness is incurred to and including the first complete Fiscal Year after the latest commencement date of operation
of any uncompleted Capital Additions are economically feasible and reasonably considered necessary based on projected operations
for such period, and stating that, to the best of such officer’s knowledge, the assumptions contained in the forecast/projection
of the Independent Consultant are reasonable;


 


(B)            At
the time of such incurrence of Senior Parity Indebtedness, no Event of Default shall have occurred and be continuing;


 


(C)            At
the time of such incurrence of additional Senior Parity Indebtedness, the Senior Bonds Debt Service Reserve Fund and the Repair
and Replacement Fund are both fully funded to their respective required amounts under the Indenture; and


 


(D)            Upon
the incurrence of such additional Senior Parity Indebtedness, an account within the Debt Service Reserve Fund shall be established
for such additional Senior Parity Indebtedness and funded in an amount at least equal to the reserve requirement established for
and applicable to such Parity Indebtedness.


 


(ii)            The
Company will not issue or incur additional Subordinate Parity Indebtedness, unless the Company satisfies all of the following conditions:


 


(A)            The
Company will file with the Trustee:


 


(I)               written
consent of the Majority Holders to the incurrence of such additional Subordinate Parity Indebtedness if the incurrence of such
additional Subordinate Parity Indebtedness occurs prior to execution of the Certificate of Completion;


 


(II)             a
certificate of an Independent Consultant demonstrating that, during the Company’s last audited Fiscal Year, the Company’s
Overall Debt Service Coverage Ratio was at least equal to 125%, including the Subordinate Parity Indebtedness proposed to be issued;
provided, however, that if the Company incurs additional Indebtedness prior to the completion of a full Fiscal Year, the Company
shall not be required to deliver such certificate;


 


(III)            a
certificate by an Authorized Representative of the Company that the additional Indebtedness will only be used to pay Capital Additions
and that Capital Additions to be acquired and constructed with the proceeds of such Subordinate Parity Indebtedness is technically
feasible and the estimated cost of the acquisition and construction thereof is reasonable, and (after giving effect to the completion
of all uncompleted Capital Additions) the rates, fees and charges estimated to be fixed and prescribed for the operation of the
Capital Additions for each Fiscal Year from the Fiscal Year in which such additional Subordinate Parity Indebtedness is incurred
to and including the first complete Fiscal Year after the latest commencement date of operation of any uncompleted Capital Additions
are economically feasible and reasonably considered necessary based on projected operations for such period, and stating that,
to the best of such officer’s knowledge, the assumptions contained in the forecast/projection of the Independent Consultant
are reasonable;


 






    	 	 15	 



     


    

 


(B)            At
the time of such incurrence of Subordinate Parity Indebtedness, no Event of Default shall have occurred and be continuing except
as permitted in Section 2.13(b)(vi)(A) of the Indenture;


 


(C)            Upon
the incurrence of additional Subordinate Parity Indebtedness, the Subordinate Bonds Debt Service Reserve Fund and the Repair and
Replacement Fund are both fully funded to their respective required amounts under the Indenture; and


 


(iii)           Non-Parity
Indebtedness Covenant. The Company may incur unsecured Indebtedness and Indebtedness subordinate to the obligations under this
Loan Agreement, including Short-Term Indebtedness, Subordinate Debt and Contingent Debt Liabilities, for working capital purposes,
solely for use at the Project, in an amount not more than $5,000,000, provided that in no event will the Company incur such non-parity
Indebtedness in excess of such amount that, when taking into consideration all payments required on any outstanding Bonds for the
Fiscal Year prior to the date of calculation, would produce a Debt Service Coverage Ratio of less than what is required pursuant
to the Debt Service Coverage Ratio covenant set forth in Section 2.4(a)(i) hereof. The Company covenants that except
as specifically permitted, it will not create, assume, incur or suffer to be created, assumed or incurred any liens on the Project
or any of its revenues (other than Permitted Liens).


 


(iv)          Permitted
Transfers of Property. The Company may transfer Property as follows:


 


(A)            Payments
for goods and services in arm’s length transactions, investments of funds and transfers of Property replaced in the ordinary
course of business.


 


(B)            Transfers
of Property, Plant and Equipment aggregating in any Fiscal Year not more than three percent (3%) of the net book value of its Property,
Plant and Equipment and tangible assets (based upon the then most recent audited financial statements); provided that no such transfer
shall be permitted if such transfer would have a Material Adverse Effect.


 


(C)            Transfers
of Property, Plant and Equipment at any one time in excess of three percent (3%) of the net book value of its Property, Plant and
Equipment and tangible assets (based upon the then most recent audited financial statements), provided that (I) the Financial
Covenants were met for the prior Fiscal Year, (II) an Independent Consultant having experience in the operation and physical
requirements of facilities similar to the Project certifies such transfer of Property, Plant and Equipment will not adversely affect
use or operation of the Project, and (III) either: (1)  an Accountant certifies that if such transfer of Property, Plant
and Equipment had been made at the commencement of the prior Fiscal Year, the Senior Debt Service Coverage Ratio would have been
at least one hundred percent (100%) of the actual Senior Debt Service Coverage Ratio and not less than one hundred fifty percent
(150%), after giving effect to such transfer; or (2) the Company provides a report of a consultant forecasting that, for the
two Fiscal Years following the transfer of such Property, Plant and Equipment, the Senior Debt Service Coverage Ratio will be at
least one hundred percent (100%) of the actual Senior Debt Service Coverage Ratio for the prior Fiscal Year and not less than one
hundred fifty percent (150%), after giving effect to such transfer.


 






    	 	 16	 



     


    

 


(D)            Distribution
of assets, cash or investments to members of the Company made in accordance with Section 2.4(b)(vii) hereof.


 


(v)           Permitted
Liens. The Company shall not create any Liens on any of its Property, Plant or Equipment, including its cash, investments and
Gross Revenues, other than:


 


(A)            Liens
arising from acquisition or leasing of equipment in the form of purchase money security interests, so long as the test set forth
in Section 2.4(b)(iii) hereof is satisfied;


 


(B)            Utility
and access easements, title exceptions, if set forth in the Title Policy; and


 


(C)            Permitted
Liens.


 


(vi)          Listed
Event Notices. The Company shall provide, or cause to be provided, notice of the occurrence of any of the following events
(each, a “Listed Event”) to the Trustee, and to the Bondholders in accordance with the Continuing Disclosure Agreement,
and shall provide such information to DTC as set forth in (D) below, as described below (provided the Trustee shall have no
obligation to review any such notice):


 


(I)               Principal
and interest payment delinquencies;


 


(II)             Non-payment
related defaults, if material;


 


(III)            Unscheduled
draws on debt service reserves;


 


(IV)            Unscheduled
draws on credit enhancements;


 


(V)             Substitution
of credit or liquidity providers, or their failure to perform;


 


(VI)            Adverse
tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed
Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Tax-Exempt Bonds,
or other material events affecting the tax status of the Tax-Exempt Bonds;


 


(VII)           Modifications
to rights of Bondholders;


 






    	 	 17	 



     


    

 


(VIII)         Bond
calls and tender offers;


 


(IX)            Defeasances;


 


(X)             Release,
substitution or sale of property securing repayment of the Bonds;


 


(XI)            Rating
changes;


 


(XII)          Bankruptcy,
insolvency, receivership or similar event of the Company. For purposes of this clause (XII), any such event shall be considered
to have occurred when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Company
in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental
authority has assumed jurisdiction over substantially all of the assets or business of the Company, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and
orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation
by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the
Company;


 


(XIII)         The
consummation of a merger, consolidation, or acquisition involving the Company or the sale of all or substantially all of the assets
of the Company, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action
or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms;


 


(XIV)         Appointment
of a successor or additional Trustee or paying agent or the change of the name of a Trustee or paying agent;


 


(XV)          Incurrence
of a Financial Obligation of the Company, or agreement to covenants, events of default, remedies, priority rights, or other similar
terms of a Financial Obligation of the Company;


 


(XVI)         Default
or an Event of Default, event of acceleration, termination event, modification of terms, exercise of any remedial right by a creditor
against the Company or the Collateral, or other similar events under the terms of a Financial Obligation of the Company; and


 


(XVII)        The
occurrence of any default or event of default under any Company Document, Bond Document, Financing Document, Financing Document
or Security Document, any action, litigation or governmental proceeding pending or threatened against the Company, and any other
event, act or condition which could reasonably be expected to result in a Material Adverse Effect.


 


(B)            Whenever
the Company obtains knowledge of the occurrence of a Listed Event, no more than ten (10) Business Days after the occurrence
of such Listed Event, the Company shall prepare a written notice describing the Listed Event and provide, or cause to be provided,
the same to the Trustee and each Bondholder in accordance with the Continuing Disclosure Agreement.


 






    	 	 18	 



     


    

 


(C)            In
addition, the Company shall deliver to the Trustee and post or cause to be posted on EMMA, and shall provide such information to
DTC as set forth in (D) below, the following Financial Information and reports (provided the Trustee shall have no obligation
to review or post any such information except as set forth in the Continuing Disclosure Agreement, and any obligation to provide
financial information of the Guarantor shall apply only with respect to Fiscal Years or Fiscal Quarters during any part of which
the Guaranty remains in effect):


 


(I)               Interim
Financial Statements. Within forty-five (45) days after the close of each Fiscal Quarter (other than the fourth Fiscal Quarter
of any Fiscal Year) (1) commencing with the Fiscal Quarter ending March 31, 2023, the Days Cash on Hand of the Company,
and the balance sheet of the Company, as of the end of such Fiscal Quarter and the related statements of income, cash flows and
changes in financial position for such Fiscal Quarter and for the elapsed portion of the Fiscal Year ended with the last day of
such Fiscal Quarter, and, in each case, setting forth comparative figures for the related periods in the prior Fiscal Year, and
(2) commencing with the Fiscal Quarter ending March 31, 2021, the balance sheet of the Guarantor as of the end of such
Fiscal Quarter and the related statements of income, cash flows and changes in financial position for such Fiscal Quarter and for
the elapsed portion of the Fiscal Year ended with the last day of such Fiscal Quarter, and, in each case, setting forth comparative
figures for the related periods in the prior Fiscal Year;


 


(II)             Year-End
Financials. Within ninety (90) days after the close of each Fiscal Year commencing with the Fiscal Year ending December 31,
2022 with respect to the Company and December 31, 2020 with respect to the Guarantor, (1) the balance sheet of the Company
and the Guarantor as of the end of such Fiscal Year and the related statements of income, cash flows and changes in financial position
for such Fiscal Year, setting forth comparative figures for the preceding Fiscal Year, (2) the Days Cash on Hand, Senior Debt
Service Coverage Ratio and Overall Debt Service Coverage Ratio of the Company and all non-tax distributions to members in the prior
Fiscal Year, and (3) a report thereon of independent certified public accountants of recognized national standing selected
by the Company and the Guarantor, as applicable, which report shall be unqualified as to going concern and scope of audit and contain
no other material qualification or exception, and shall state that such financial statements fairly present, in all material respects,
the financial position of the Company and the Guarantor as of the dates indicated and the results of its operations and its cash
flows for the periods indicated in conformity with GAAP and that the audit by such accountants in connection with such consolidated
financial statements has been made in accordance with generally accepted auditing standards;


 






    	 	 19	 



     


    

 


(III)            Compliance
Certificates. Together with each delivery of financial statements pursuant to clauses (I) and (II) above, a certificate
of compliance, signed by a financial officer of the Company and the Guarantor (which may be separate certificates), which certifies
(1) that such financial statements fairly present in all material respects the financial condition and results of operations
of the Company or the Guarantor, as applicable, on the dates and for the periods indicated therein in accordance with GAAP, subject,
in the case of financial statements delivered pursuant to clause (I) above, to the absence of notes and normally recurring
year-end adjustments, (2) that such financial officer has reviewed the terms of the Bond Documents and has made, or caused
to be made under his or her supervision, a review in reasonable detail of the business and financial condition of the Company or
the Guarantor, as applicable, during the accounting period covered by such financial statements, and that as a result of such review
such financial officer has concluded that no Default or Event of Default has occurred and is continuing on the date of such certificate
or, if any Default or Event of Default has occurred, specifying the nature and extent thereof, and (3) that the covenants
set forth in subsection (a) above have been complied with;


 


(IV)            Construction
Progress Reports. From the Closing Date until the proper execution of the Certificate of Completion, within twenty (20) days
after the end of each month, Construction Progress Reports;


 


(V)             Notices
under Bond Documents or Company Documents. Promptly after delivery or receipt thereof, copies of all notices or documents given
or received by the Company pursuant to any of the Bond Documents or Company Documents other than routine correspondence given or
received in the ordinary course of business;


 


(VI)            Other
Events. Promptly, and in any event within five (5) Business Days, after the Company obtains knowledge thereof, notification
of any event of force majeure or similar event under any Company Document or Project Document;


 


(VII)           Operating
Budget. As soon as available, but not later than fifteen (15) days prior to the conclusion of each Fiscal Year (commencing
with the Fiscal Year ending December 31, 2022), a final annual operating plan and budget for the Company, for the following
Fiscal Year (an “Operating Budget”), including discrete Operating Budget information for each calendar month. Each
Operating Budget shall (a) include a statement of all of the material assumptions on which such budget is based, (b) include
monthly balance sheets, income statements and statements of cash flows for the following year and (c) integrate sales, gross
profits, operating expenses, operating profit and cash flow projections, all prepared on the same basis and in similar detail as
that on which operating results are reported (and in the case of cash flow projections, representing management’s good faith
estimates of future financial performance based on historical performance);


 


(VIII)         Operating
Statements. Within forty-five (45) days after the close of each Fiscal Quarter and, with respect to each Fiscal Quarter other
than the fourth Fiscal Quarter of any Fiscal Year, concurrently with the delivery of the financial statements delivered pursuant
to this Section, an operating statement regarding the operation and performance of the Project for such Fiscal Quarter and, in
the case of the operating statement delivered for the last Fiscal Quarter of each Fiscal Year, such Fiscal Year. Such Operating
Statements shall contain (a) line items corresponding to each Operating Budget Category (as defined herein) of the then current
Operating Budget showing in reasonable detail by Operating Budget Category all actual expenses related to the operation and maintenance
of the Project compared to the budgeted expenses for each such Operating Budget Category for such period, (b) information
showing the amount of Products produced by the Project during such period, (c) information showing (i) the amount of
Products sold by the Company from the Project pursuant to the Offtake Contracts as a whole and not for each individual counterparty
to such Offtake Contracts, and (ii) the amount, if any, of other Products sold by the Company from the Project, together with
an explanation of any such sale and identification of the purchaser, (d) the production yield and values for the Project,
(e) supplied waste (including a breakdown by category of waste) processed by the Project by weight and values, (f) IHS
and Chemical Data indices, (g) any terminations, extensions and/or replacements of Offtake Contracts and Feedstock Contracts,
(h) additional production capacity under development by the Company or PureCycle Technologies LLC, and (i) hours in operation
for the Project. The Operating Statements shall be certified as complete and correct by an Authorized Representative of the Company.
“Operating Budget Category” means, at any time with respect to each Operating Budget, each line item
set forth in such Operating Budget as in effect at such time;


 






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(IX)            Reconciliation
Statements. Within forty-five (45) days after the close of each Fiscal Quarter and, with respect to each Fiscal Quarter other
than the fourth Fiscal Quarter of any Fiscal Year, concurrently with the delivery of the financial statements delivered pursuant
to this Section, monthly reconciliation statements comparing all disbursements from the Operating Revenue Escrow Fund (as defined
below) in each month during the applicable Fiscal Quarter against the applicable monthly budget for such operating expenses; and


 


(D)            So
long as DTC is the registered owner of the Bonds, all the Financial Information and notices required to be provided to the Bondholders
pursuant to this clause (v), shall be provided to DTC by registered or certified mail or overnight delivery at the following address:


 


The Depository Trust Company

570 Washington Blvd.

Jersey City, New Jersey 07310

Attn: Product Management, 10th Floor


 


(vii)         Operating
Revenue Escrow Fund; Deposit of Revenues.


 


(A)            The
Company shall establish and maintain the escrow deposit account described in the Operating Revenue Escrow Agreement (the “Operating
Revenue Escrow Fund”) and shall deposit, upon receipt, all revenues from operating the Project into the Operating Revenue
Escrow Fund. Other than during any period of time in which an Event of Default shall have occurred and be continuing, funds in
the Operating Revenue Escrow Fund shall only be used as follows:


 


(I)               Upon
the request of the Company, the Trustee shall direct the financial institution at which the Operating Revenue Escrow Fund is maintained
to pay those operating expenses solely as set forth in the Operating Budget;


 


(II)             The
Trustee shall direct the financial institution at which the Operating Revenue Escrow Fund is maintained to make Loan Payments as
set forth in Section 5.1 hereof; and


 






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(III)            Upon
satisfaction of the conditions set forth in Section 2.4(viii) hereof, and at the request of the Company, the Trustee
shall direct the financial institution at which the Operating Revenue Escrow Fund is maintained to make distributions s requested
by the Company.


 


(B)            During
any period of time in which an Event of Default shall have occurred and be continuing, the Trustee shall exclusively control all
disbursements from the Operating Revenue Escrow Fund, which funds shall be applied by the Trustee solely at the direction of the
Majority Holders.


 


(viii)        Distributions.
The Company shall not make any distributions on any of its membership interests, including any license fees or management fees
relating to the Project, prior to the first day of the Fiscal Year of the Company beginning January 1, 2024. Beginning with
the first day of the Fiscal Year of the Company beginning January 1, 2024, the Company shall not make distributions on any
of its membership interests, including any license fees or management fees relating to the Project, unless all of the following
are met: (A) the Coverage Requirement (which, for purposes of this subsection (b)(viii) only, shall mean (I) a Senior
Debt Service Coverage Ratio equal to at least one hundred fifty percent (150%); and (II) a ratio of Net Income Available for
Debt Service to all obligations of the Company which are charges, liens or encumbrances upon or payable from Gross Revenues of
at least one hundred ten percent (110%)) and the Days Cash on Hand Requirement are each satisfied with respect to the Fiscal Year
prior to the date on which distributions are to be made; (B) no event has occurred and no condition exists which would constitute
an Event of Default under the Bond Documents or the Project Documents or which, with the passage of time or with the giving of
notice or both, would become such an Event of Default; (C) the Company has made all the required deposits to the Debt Service
Reserve Fund and the Repair and Replacement Fund; and (D) there shall remain, following any distribution, no less than 75
Days Cash on Hand. Notwithstanding anything to the contrary herein, contributions from any member of the Company or Affiliate of
a member of the Company shall be excluded from any calculations made pursuant to this Section 2.4(b)(viii).


 


Section 2.5.            Operating
Revenue Escrow Agreement. The Company agrees to notify the Trustee and post a notice on EMMA at least thirty (30) days
prior to changing the financial institution at which the Operating Revenue Escrow Fund is maintained. In connection with any change
in financial institution, the Company agrees to provide a draft of the replacement Operating Revenue Escrow Agreement to the Trustee
for review contemporaneously with the notice described in the previous sentence. The Company agrees to cooperate with the Trustee
in negotiating the replacement Operating Revenue Escrow Agreement to the sole satisfaction of the Trustee (who may rely on direction
from the Majority Holders and/or an opinion of counsel as to the adequacy of such replacement agreement and shall not be responsible
for any delays with respect to any such replacement agreement). All costs of reviewing and negotiating an Operating Revenue Escrow
Agreement shall be an Ordinary Expense of the Trustee. All transfers from the Operating Revenue Escrow Fund shall be made by the
Trustee, on behalf of the Company, in strict conformity with the terms of the Operating Revenue Escrow Agreement.


 


Section 2.6.            Derivatives.
The Company shall not enter into any Derivative.


 






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Section 2.7.            Continuing
Disclosure Agreement. The Company shall comply with the Continuing Disclosure Agreement.


 


Section 2.8.            Operations
and Maintenance Agreement. The Company covenants and agrees upon the occurrence of an Event of Default, at the written
request of the Majority Holders, to terminate the then acting operator under the Operation and Maintenance Agreement and to engage
a replacement operator which is acceptable to the Majority Holders.


 


Section 2.9.            Transactions
with Affiliates. The Company shall not, and shall not permit any of its affiliates to, enter into or cause, suffer
or permit to exist any arrangement or contract with any of its affiliates or any other Person that owns, directly or indirectly,
any equity interest in the Company unless such arrangement or contract (a) is a Project Document entered into on our prior
to the date of Closing, (b) is an organizational document, or (c) is an arrangement or contract that is on an arm’s-length
basis and contains terms no less favorable than those that would be entered into by a prudent Person in the position of the Company
with a person that is not one of its affiliates. All transactions with affiliates must be disclosed to the Trustee and the bondholders
and approved the Majority Holders.


 


Section 2.10.          Offtake
Contracts. While and so long as the Bonds remain Outstanding, the Company shall maintain Offtake Contracts having terms
and conditions which, collectively, shall provide Company revenues sufficient to meet the minimum Senior Parity Coverage Requirement
ratio of 125% for any Fiscal Year, commencing with the Fiscal Year ending December 31, 2023.


 


Section 2.11.          Feedstock
Supply Contracts. While and so long as the Bonds remain Outstanding, the Company shall maintain Feedstock Supply Contracts
having terms and conditions which, collectively, shall provide Company feedstock sufficient to permit the Company to produce sufficient
Product to enable the Company to meet the minimum Senior Parity Coverage Requirement ratio of 125% for any Fiscal Year, commencing
with the Fiscal Year ending December 31, 2023.


 


Section 2.12.          Prohibition
Against Competing Facilities. While and so long as the Bonds remain Outstanding, neither the Company, the Guarantor
nor any affiliate(s) of the Company or the Guarantor shall (a) license or sublicense the intellectual property that
is the subject of the License Agreement to any Person who is constructing or operating a facility within a two hundred fifty (250)
mile radius of the Project for the purpose of producing recycled polypropylene made from waste plastics or any other products
or co-products produced by the Company using such licensed technology or (b) construct or operate a facility within such
two hundred fifty (250) mile radius that is intended to produce recycled polypropylene made from waste plastics or any other products
or co-products produced by the Company.


 


Section 2.13.          Company
to Provide Notice to Trustee of Contingency Balance; Trustee to Provide Notice to Liquidity Reserve Escrow Agent and Guarantor;
Deposits by Guarantor.


 


(a)            Upon
submission of each requisition required pursuant to Section 4.3 hereof, the Company shall provide written notice to the Trustee
of the amount of contingency set forth in the Construction Budget, the balance then on deposit in the Contingency Account, and
the amount of funds that the Company has withdrawn from the Contingency Account to date. If, as a result of any requisition of
funds from the Contingency Account, the balance of funds on deposit therein is less than the Contingency Requirement, the Trustee
shall take such actions as required by Section 2.13(b) below.


 






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(b)           In
the event any funds on deposit in the Contingency Account are requisitioned by the Company and disbursed from the Contingency Account
by the Trustee, (i) the Trustee shall, as soon as practicable after receipt of such requisition from the Company, provide
written notice to the Liquidity Reserve Escrow Agent and the Guarantor of the then current balance of the Contingency Account and
the amount so requisitioned by the Company, and withdraw from the Liquidity Reserve Escrow Fund for deposit to the Contingency
Account of the Project Fund the amount of contingency funds so requisitioned, and (ii) the Guarantor, pursuant to the Guaranty,
shall deposit an amount in the Liquidity Reserve Escrow Fund equal to the amount of funds being requisitioned from the Contingency
Account of the Project Fund and withdrawn by the Trustee from the Liquidity Reserve Account.


 


Section 2.14.          Company
to Cause Guarantor to Deposit Equity to Equity Account of Project Fund. The Company shall deposit with the Trustee, no later
than January 31, 2021, the aggregate amount of $40,000,000 to the Equity Account of the Project Fund and the Contingency Account
of the Project Fund, and shall cause the Guarantor to deposit with the Trustee, no later than January 31, 2021, the aggregate
amount of $50,000,000 to the Liquidity Reserve Escrow Fund.


 


ARTICLE III.


 


TITLE INSURANCE


 


Section 3.1.            Title
Insurance. The Company has obtained, and throughout the Contract Term will maintain in force, a title insurance policy
or policies in an aggregate amount equal to the aggregate principal amount of the Bonds Outstanding, insuring the Lien of the
Mortgage, subject only to the Permitted Liens. The Net Proceeds of the title insurance policy insuring the Mortgage shall be paid
to the Trustee for deposit in the Renewal Fund established under the Indenture and applied pursuant to Section 4.09 of the
Indenture.


 









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ARTICLE IV.


 


ACQUISITION, CONSTRUCTION, EQUIPPING
AND FINANCING OF THE PROJECT; ISSUANCE OF BONDS


 


Section 4.1.            Outside
Completion Date; Change Orders.


 


(a)            The
Company covenants and agrees to cause the Project to be completed by December 1, 2022 (the “Outside Completion Date”),
subject to force majeure provisions set forth in the next succeeding sentence. Notwithstanding the representation in the immediately
preceding, if by reason of force majeure the Company shall be unable to complete construction by the Outside Completion
Date and if Company shall give notice and full particulars of such force majeure in writing to the Trustee within a reasonable
time after the occurrence of the event or cause relied upon, the obligation of the Company to complete the Project by the Outside
Completion Date so far as the Company is affected by such force majeure, shall be suspended during the continuance of the
inability, which shall include a reasonable time for the removal of the effect thereof. The suspension of the Company’s obligation
to complete the Project by the Outside Completion Date due to such force majeure as described in this Section 4.1 shall
not be deemed an Event of Default under this Loan Agreement. Notwithstanding anything to the contrary in this Section 4.1,
an event of force majeure shall not excuse, delay or in any way diminish the obligations of the Company to fulfill any financial
obligation required by this Loan Agreement, to obtain and continue in full force and effect the insurance required by Sections
6.3 and 6.4 hereof, to provide the indemnity required by Section 8.1 hereof and to comply with the provisions of Sections
2.2(e), 4.5, 6.7, 8.1 and 8.6 hereof. The term “force majeure” as used herein shall include, without limitation,
acts of God, strikes, lockouts or other industrial disturbances, acts of public enemies, orders of any kind of the government of
the United States of America or of the State or any of their departments, agencies, governmental subdivisions, or officials, or
any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fire, hurricanes, storms,
floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accident to
machinery, transmission pipes or canals, partial or entire failure of utilities, or any other cause or event not reasonably within
the control of the party claiming such inability. It is agreed that the settlement of strikes, lockouts and other industrial disturbances
shall be entirely within the discretion of the party having difficulty, and the party having difficulty shall not be required to
settle any strike, lockout and other industrial disturbances by acceding to the demands of the opposing party or parties.


 


(b)           After
the date of this Loan Agreement and prior to the Completion Date, the Company shall not initiate or consent to any single Change
Order (as defined herein) for more than $500,000 or multiple Change Orders in the aggregate of $1,000,000 at one time under the
Project Documents unless the Company certifies (and the Construction Monitor confirms) that (i) such Change Order is reasonable
and is consistent with sound engineering practice, (ii) such Change Order is not reasonably expected to result in a Material
Adverse Effect, (iii) such Change Order is technically feasible, (iv) such Change Order is not expected to materially
adversely affect the operation, reliability, value or remaining useful life of the Project, (v) the implementation of such
Change Order is not expected to cause any delay in the Completion Date, except for Change Orders due to the force majeure events
as described in the applicable Project Document and (vi) adequate funds are available to complete construction and to achieve
the Completion Date, including any additional equity funds deposited by the Company with the Trustee for such purpose.


 






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Section 4.2.            Issuance
of the Bonds; Deposit of Bond Proceeds. In order to provide funds for payment of a portion of the Project Costs, together
with other payments and incidental expenses in connection therewith, the Issuer agrees that it will issue, sell and cause to be
delivered to the Trustee the Bonds. The Issuer has, in the Indenture, directed the Trustee to deposit the proceeds from the sale
of said Bonds in the Project Fund, the Bond Fund and the Senior Debt Service Reserve Fund established with the Trustee. Such deposit
shall constitute a Loan by the Issuer to the Company under this Loan Agreement. THE ISSUER MAKES NO REPRESENTATION THAT THE MONEYS
ON DEPOSIT IN THE PROJECT FUND ARE OR WILL BE SUFFICIENT TO COMPLETE THE ACQUISITION, CONSTRUCTION, EQUIPPING AND FINANCING OF
THE PROJECT.


 


Section 4.3.            Application
of Moneys in Project Fund.


 


(a)            Except
as otherwise provided in Section 10.2(a)(ii) hereof, moneys in the Project Account, the Equity Account, and the Contingency
Account of the Project Fund shall, upon submission of a written requisition certified by an Authorized Representative of the Company
and otherwise in compliance with the requirements of Section 4.04 of the Indenture, be disbursed from the Project Account,
the Equity Account, and/or the Contingency Account of the Project Fund (as specified in such requisition) to pay the Project Costs
and for no other purpose. No amounts shall be disbursed from the Project Account until the aggregate amount of (i) funds deposited
into the Contingency Account, and (ii) funds disbursed from the Equity Account, equals or exceeds $90,000,000. Upon satisfaction
of the condition set forth in the immediately preceding sentence, disbursements from the Project Account and the Equity Account
of the Project Fund (or, at the discretion of the Company, from the Contingency Account) shall be made on a pro rata basis based
on the proportion of amounts on deposit in each of the Project Account and the Equity Account, relative to the aggregate amount
of funds then on deposit in the Project Account and the Equity Account.


 


(b)           Except
for the amount retained for the payment of incurred but unpaid items of the Project Costs and amounts an Authorized Representative
of the Company directs the Trustee in writing to transfer to the Rebate Fund pursuant to the Tax Compliance Agreement and Section 4.4
hereof, all moneys in the Project Fund shall, upon completion of the funding of all costs and expenses related to the issuance
of the Bonds and the completion of the Project and so long as the amount on deposit in the Senior Bonds Debt Service Reserve Fund
is then at least equal to the Senior Bonds Debt Service Reserve Requirement, be deposited in the Bond Fund and used as provided
in Section 4.07 of the Indenture.


 


(c)            Notwithstanding
anything contained in this Section to the contrary, any moneys in the Project Fund which are not required for immediate use
or disbursement may be invested or reinvested as provided in Section 4.14 of the Indenture. Neither the Trustee nor the Issuer
or its members, officers or employees shall be liable for any depreciation in the value of any investments made pursuant to this
Section or for any loss arising from any such investment.


 






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Section 4.4.            Certificate
of Completion. The Company shall proceed with due diligence to complete the acquisition, construction and equipping
of the Project. Completion of the Project shall be evidenced by a certificate signed by an Authorized Representative of the Company
and an Construction Monitor and delivered to the Trustee stating that (a) the acquisition, construction and equipping of
the Project has been substantially completed in accordance with the Plans and Specifications and (b) except for amounts retained
pursuant to Section 4.3(b) hereof, the payment of all labor, services, materials and supplies used in such acquisition,
construction and equipping has been made or provided for (the “Certificate of Completion”). Accompanying the certificate
will be: (i) a certificate of the Company that: (A) it has no knowledge that any violation notices have been filed or
recorded in any governmental agencies; and (B) it has obtained a final release of Liens executed by the contractor(s) performing
the construction work on the Project; and (ii) a certification of the Rebate Amount, if any, in accordance with the Tax Compliance
Agreement and a direction to transfer amounts, if any, to the Rebate Fund from the Project Fund.


 


Section 4.5.            Completion
by Company.


 


(a)            Upon
submission of a written requisition certified by an Authorized Representative of the Company, the Construction Monitor shall first
confirm whether the proceeds of the Bonds and Company equity then available in the Project Fund are sufficient to pay in full all
Project Costs. In the event that the Construction Monitor shall determine there are not sufficient funds to pay all Project Costs
(a “Shortfall”), the Construction Monitor shall immediately notify the Trustee in writing of such determination who
shall then as soon as practicable notify the Company thereof, and no further funds from the Project Fund (except from the Capitalized
Interest Account) shall be disbursed unless and until the Company has deposited sufficient funds, as determined by the Construction
Monitor and indicated to the Trustee in writing by the Construction Monitor, into the Equity Account of the Project Fund such that
the funds on deposit therein shall eliminate such Shortfall and be sufficient to pay all Project Costs. No payment pursuant to
this Section shall entitle the Company to any diminution or abatement of any amounts payable by the Company under this Loan
Agreement. In addition, the Company shall notify the Guarantor if the funds on deposit in the Project Fund are not sufficient to
pay in full all Project Costs. In the event the Construction Monitor determines that there is a Shortfall, a failure by the Company
to cure such Shortfall within thirty (30) days of notice of such Shortfall from the Trustee to the Company shall constitute an
Event of Default.


 


(b)           In
addition to the foregoing, the Construction Monitor shall review the Construction Budget prior to the first Business Day of each
Fiscal Quarter during the period of construction of the Project to determine if prospectively it foresees that the funds then available
for payment of Project Costs are or will be insufficient to pay all Project Costs and that the Project Fund monies are in balance
with the Construction Budget. The Construction Monitor shall issue a report on the foregoing to the Company, the Guarantor and
the Trustee which the Company shall post or cause to be posted on EMMA.


 






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Section 4.6.            Remedies
To Be Pursued Against Contractors, Subcontractors, Materialmen and their Sureties. In the event of a default by any
contractor, subcontractor, materialman or other Person under any contract made by such entity in connection with the acquisition,
construction, financing and equipping of the Project or in the event of a breach of warranty or other liability with respect to
any materials, workmanship or performance guaranty, the Company at its expense, either separately or in conjunction with others,
may pursue any and all remedies available to it, as appropriate, against the contractor, subcontractor, materialman or other Person
so in default and against any guarantor or surety for the performance of such contract. The Company may prosecute or defend any
action or proceeding or take any other action involving any such contractor, subcontractor, materialman, guarantor or surety or
other Person that the Company deems reasonably necessary. The Net Proceeds of any recovery from a contractor or subcontractor
or materialman or guarantor or surety or other Person shall be deposited in the Project Fund prior to the Completion Date, or,
if after the Completion Date, to the Renewal Fund and applied as provided in Section 7.3 hereof and Section 4.09 of
the Indenture.


 






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ARTICLE V.


 


LOAN PAYMENT PROVISIONS


 


Section 5.1.            Loan
Payments and Other Amounts Payable.


 


(a)            In
consideration of the making of the Loan to the Company, the Company shall, under all circumstances, make or cause the Trustee to
make pursuant to the Operating Revenue Escrow Agreement, as Loan Payments, wire or other electronic transfers from the Operating
Revenue Escrow Fund in immediately available funds, in installments, as follows:


 


(i)             On
or before the second Business Day preceding each Revenue Fund Disbursement Date, commencing on November 28, 2022, provided
that such amounts are available for such purpose from the Operating Revenue Escrow Fund, and through November 28, 2023, but
no earlier than the tenth Business Day preceding such Revenue Fund Disbursement Date, the Company shall make a Loan Payment equal
to the sum of:


 


(A)            one-sixth
(1/6) of the semi-annual interest payment due on the Senior Bonds on the next ensuing Interest Payment Date; plus


 


(B)            an
amount determined by the Trustee pursuant to Section 4.12(f) of the Indenture to increase the balance in the Senior Bonds
Debt Service Reserve Fund to the Senior Bonds Debt Service Reserve Requirement; plus


 


(C)            one-sixth
(1/6) of the semi-annual interest payment due on the Subordinate Bonds on the next ensuing Interest Payment Date; plus


 


(D)            an
amount equal to $271,774.27 for deposit in the Repair and Replacement Fund until the Repair and Replacement Requirement has been
satisfied; plus


 


(E)             an
amount equal to $177,594.79 for deposit into the Subordinate Bonds Debt Service Reserve Fund until the Subordinate Bonds Debt Service
Reserve Requirement has been satisfied; plus


 


(F)             provided
that the Subordinate Bonds Debt Service Reserve Requirement has been initially satisfied as a result of amounts paid to the Trustee
by the Company pursuant to Section 5.1(a)(i)(E), on such Loan Payment date that immediately follows by two or more days the
date that the Company receives notice from the Trustee pursuant to Section 4.13(f) of the Indenture that the moneys and
investments on deposit in the Subordinate Bonds Debt Service Reserve Fund are less than the Subordinate Bonds Debt Service Reserve
Requirement, an amount equal to the amount necessary to increase the balance in the Subordinate Bonds Debt Service Reserve Fund
to the Subordinate Bonds Debt Service Reserve Requirement; plus


 






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(G)            Provided
that the initial Repair and Replacement Fund Requirement has been initially satisfied as a result of amounts paid to the Trustee
by the Company pursuant to Section 5.1(a)(i)(D), on such Loan Payment date that immediately follows by two or more days the
date that the Company receives notice from the Trustee pursuant to Section 4.17(e) of the Indenture that the moneys and
investments on deposit in the Repair and Replacement Fund are less than the Repair and Replacement Fund Requirement, an amount
equal to the amount necessary to increase the balance in the Repair and Replacement Fund to the Repair and Replacement Fund Requirement.


 


(ii)            On
or before the second Business Day preceding each Revenue Fund Disbursement Date, commencing on December 27, 2023, and thereafter,
but no earlier than the tenth Business Day preceding such Revenue Fund Disbursement Date, the Company shall make a Loan Payment
equal to the sum of:


 


(A)            one-sixth
(1/6) of the semi-annual interest payment due on the Senior Bonds on the next ensuing Interest Payment Date; plus


 


(B)            one-sixth
(1/6) of the Sinking Fund Redemption Amount and/or the principal amount due on the Senior Bonds on the next ensuing Sinking Fund
Redemption Date or regularly scheduled principal payment date; plus


 


(C)            an
amount determined by the Trustee pursuant to Section 4.12(f) of the Indenture to increase the balance in the Senior Bonds
Debt Service Reserve Fund to the Senior Bonds Debt Service Reserve Requirement; plus


 


(D)            one-sixth
(1/6) of the semi-annual interest payment due on the Subordinate Bonds on the next ensuing Interest Payment Date; plus


 


(E)             one-sixth
(1/6) of the Sinking Fund Redemption Amount and/or the principal amount due on the Subordinate Bonds on the next ensuing Sinking
Fund Redemption Date or regularly scheduled principal payment date; plus


 


(F)             an
amount equal to $271,774.27 for deposit in the Repair and Replacement Fund until the Repair and Replacement Requirement has been
satisfied; plus


 


(G)            an
amount equal to $177,594.79 for deposit into the Subordinate Bonds Debt Service Reserve Fund until the Subordinate Bonds Debt Service
Reserve Requirement has been satisfied; plus


 


(H)            provided
that the Subordinate Bonds Debt Service Reserve Requirement has been initially satisfied as a result of amounts paid to the Trustee
by the Company pursuant to Sections 5.1(a)(i)(E) and 5.1(a)(ii)(G), on such Loan Payment date that immediately follows by
two or more days the date that the Company receives notice from the Trustee pursuant to Section 4.13(f) of the Indenture
that the moneys and investments on deposit in the Subordinate Bonds Debt Service Reserve Fund are less than the Subordinate Bonds
Debt Service Reserve Requirement, an amount equal to the amount necessary to increase the balance in the Subordinate Bonds Debt
Service Reserve Fund to the Subordinate Bonds Debt Service Reserve Requirement; plus


 






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(I)              Provided
that the initial Repair and Replacement Fund Requirement has been initially satisfied as a result of amounts paid to the Trustee
by the Company pursuant to Sections 5.1(a)(i)(D) and 5.1(a)(ii)(F), on such Loan Payment date that immediately follows by
two or more days the date that the Company receives notice from the Trustee pursuant to Section 4.17(e) of the Indenture
that the moneys and investments on deposit in the Repair and Replacement Fund are less than the Repair and Replacement Fund Requirement,
an amount equal to the amount necessary to increase the balance in the Repair and Replacement Fund to the Repair and Replacement
Fund Requirement.


 


(b)           The
portion of the Loan Payment made pursuant to subsection (a)(i) and (a)(ii) above shall be made directly to the Trustee
for deposit into the Revenue Fund.


 


(c)            In
addition to the Loan Payments pursuant to subsection (a) above, throughout the Contract Term, the Company (i) shall pay
to the Issuer, within thirty (30) days after receipt of demand therefor, an amount equal to the sum of the expenses of the Issuer
and the members thereof incurred in connection with carrying out the Issuer’s duties and obligations under this Loan Agreement
and the other Financing Documents, (ii) shall pay to the Trustee, within thirty (30) days of receipt of demand therefor (A) the
fees and expenses of the Trustee for its Ordinary Services, Extraordinary Services and Ordinary Expenses and Extraordinary Expenses
(including counsel fees) for acting as Trustee, Bond Registrar and Paying Agent under the Indenture and the other Financing Documents,
(B) fees and charges of any additional Paying Agent or Paying Agents for the Bonds under the Indenture and (C) the amount
required by the Trustee, if any, as indemnity pursuant to the Indenture and the other Financing Documents and (iii) shall
pay to the Issuer or the Trustee, as the case may be within thirty (30) days after receipt of demand therefor, any other reasonable,
out-of-pocket fees or expenses of the Issuer or the Trustee with respect to the Project, this Loan Agreement, the Indenture or
any of the other Financing Documents, or its obligations under any of them, the payment of which is not otherwise provided for
under this Loan Agreement.


 


(d)           The
Company agrees to make the above-mentioned Loan Payments, without any further notice, in lawful money of the United States of America
as, at the time of payment, shall be legal tender for the payment of public and private debts.


 


(e)            If,
for any reason, the amounts paid by the Company to the Trustee under this Section 5.1 are insufficient to pay when due the
principal or and interest on the Bonds as and when due, the Company shall, upon demand by the Trustee, immediately pay to the Trustee
such additional funds as shall be necessary to pay in full such insufficiency as and when necessary for the Trustee to pay all
amounts as and when due to the Holders as required under the Indenture and the Bonds. The Trustee shall apply the Loan Payments
received in Section 5.1(a)(i) and 5.1(a)(ii) in the amounts and order of priority set forth in Section 4.06
of the Indenture and the Company expressly acknowledges such application and order of priority as provided in the Indenture.


 






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Section 5.2.            Obligations
of Company Hereunder Unconditional. The obligations of the Company to make the Loan Payments required by this Loan
Agreement and to perform and observe any and all of the other covenants and agreements on its part contained herein shall be joint
and several general obligations of the Company and shall be absolute and unconditional irrespective of any defense or any rights
of setoff, recoupment or counterclaim it may otherwise have against the Issuer, the Trustee or any other Person. The Company agrees
it will not (a) suspend, discontinue or abate any payment required by this Loan Agreement or (b) fail to observe any
of its other covenants or agreements in this Loan Agreement or (c) except as provided in Section 11.1 hereof, terminate
this Loan Agreement for any cause whatsoever, including, without limiting the generality of the foregoing, failure of the Company
to use the Project as contemplated in this Loan Agreement or otherwise, any defect in the title, design, operation, merchantability,
fitness or condition of the Project or in the suitability of the Project for the Company’s purposes or needs, failure of
consideration, destruction of or damage to, condemnation of title to or the use of all or any part of the Project, any change
in the tax or other laws of the United States of America or of the State or any political subdivision of either, or any failure
of the Issuer to perform and observe any agreement, whether expressed or implied, or any duty, liability or obligation arising
out of or in connection with this Loan Agreement.


 


Section 5.3.            Acceleration
of Payment to Redeem Bonds. Whenever the Series 2020 Bonds are subject to optional redemption pursuant to the
Indenture, the Company on behalf of the Issuer will direct the Trustee to call the same for redemption as provided in the Indenture.
Whenever the Bonds are subject to mandatory redemption pursuant to the Indenture, the Company will cooperate with the Issuer and
the Trustee in effecting such redemption. In the event of any extraordinary, mandatory or optional redemption of the Bonds, the
Company will pay or cause to be paid in accordance with the terms of the Indenture an amount equal to the applicable Redemption
Price as a prepayment of that portion of the Loan corresponding to the Bonds to be redeemed.


 


Section 5.4.            Credits
Toward Loan Payments Required Hereunder. The following amounts shall be credited, in the following order, against the
Loan Payment next required to be made by the Company pursuant to Section 5.1(a)(i) and 5.1(a)(ii) hereof, and such
payment shall be accordingly reduced to the extent of any such credit:


 


(a)           the
amount of premium, if any, received upon the issuance of the Bonds and deposited in the Bond Fund;


 


(b)           the
amount of capitalized interest deposited in the Tax-Exempt Capitalized Interest Subaccount and the Taxable Interest Subaccount,
both of the Capitalized Interest Account of the Project Fund, respectively;


 


(c)           the
amount of net income or gain received from investments of moneys in the Bond Fund;


 


(d)           the
amount of moneys in the Bond Fund deposited in such fund as the payment of the Redemption Price pursuant to Section 5.3 hereof;


 


(e)           the
amounts transferred from the Senior Bonds Debt Service Reserve Fund to the Bond Fund in accordance with Section 4.12(e) of
the Indenture; and


 


(f)            the
amounts transferred from the Subordinate Bonds Debt Service Reserve Fund to the Bond Fund in accordance with Section 4.13(e) of
the Indenture.


 






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ARTICLE VI.


 


MAINTENANCE, MODIFICATIONS, TAXES AND
INSURANCE


 


Section 6.1.            Maintenance
of and Capital Additions to Project by Company.


 


(a)            The
Company agrees that during the Contract Term it will at its own expense (i) keep the Project in good and safe operating order
and condition, ordinary wear and tear excepted, (ii) make all necessary repairs and replacements to the Project (whether ordinary
or extraordinary, structural or nonstructural, foreseen or unforeseen and regardless of the sufficiency of funds on deposit in
the Repair and Replacement Fund available for such purpose) and (iii) operate the Project in a sound and economic manner.


 


(b)           The
Company shall not construct or equip, or cause to be constructed or equipped on the Land any building or structure not part of
the Project.


 


(c)            The
Company shall not make any Capital Additions to the Project (except for emergency repairs or related work) without prior written
notice to the Trustee, to the Holders of the Bonds and to EMMA, provided that:


 


(i)             the
Company shall (A) give or cause to be given, all notices required by, and comply or cause compliance with, all laws, ordinances,
resolutions, governmental rules and regulations and requirements of all governmental agencies and public authorities applying
to or affecting the conduct of work on such Capital Additions to the Project or part thereof, (B) defend and save the Issuer
and the Trustee and its officers, members, agents, servants and employees harmless from all fines and penalties due to failure
to comply therewith, (C) promptly procure all permits and licenses necessary for the prosecution of any work described in
this subsection (c), (D) make all payments required by this Loan Agreement, and provide to the Trustee to be available for
inspection by Bondholders lien waivers and releases for Capital Additions to the Project;


 


(ii)            Capital
Additions to the Project shall not in any event be directly or indirectly financed with the proceeds of the Bonds;


 


(iii)           Capital
Additions to the Project shall not constitute an Event of Default;


 


(iv)           the
Company shall cause to be recorded in the appropriate land records a modification of the Mortgage, as necessary, to include such
additions, modifications or improvements to the Project;


 


(v)            the
Company shall obtain at least thirty (30) days prior to commencing any such Capital Additions to the Project or the construction
or equipping of any such building or structure not part of the Project, in each case if the cost therefor exceeds $500,000, detailed
plans and specifications therefor, where applicable, which shall be available for inspection by the Trustee, the Issuer or the
Majority Holders;


 


(vi)           the
Company shall furnish to the Issuer and the Trustee at least thirty (30) days prior to commencing such Capital Addition to the
Project an opinion of Bond Counsel to the effect that the exclusion from gross income for Federal income tax purposes of the interest
on the Tax-Exempt Bonds will not be adversely affected thereby; and


 






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(vii)         The
Company shall receive the prior written consent of the Majority Holders prior to commencement of any such Capital Addition to the
Project.


 


Section 6.2.            Installation
of Additional Equipment.


 


(a)            The
Company from time to time may install any trade fixtures, machinery, equipment and other personal property not financed with the
proceeds of the Bonds or amounts on deposit in the Equity Account (“Additional Equipment”) on or in the Project
(which may be attached or affixed to the Project) as it may deem desirable and shall cause such Additional Equipment to become
subject to the Lien of the Mortgage, except to the extent such Additional Equipment was acquired with financing permitted by Section 2.4(b)(ii) hereof.


 


(b)           Subject
to the limitations set forth in Section 2.4(b)(iii), the Company from time to time may remove or permit the removal of Additional
Equipment; provided that the removal of the Additional Equipment shall not impair the overall operating efficiency of the Project
for the purpose for which it is intended; and provided further that if any damage is occasioned to the Project by such removal,
the Company shall at its own expense promptly repair such damages.


 


Section 6.3.            Insurance
Required.


 


(a)            At
all times throughout the Contract Term the Company, without cost to the Trustee, shall maintain or caused to be maintained insurance
against such risks and for such amounts as required under the Project Documents and as are customarily insured against by businesses
of like size and type paying, as the same become due and payable, all premiums in respect thereto, including, but not necessarily
limited to:


 


(i)             Builders
All Risk property coverage during construction insuring loss by reason of property damage on an all risk basis to the Project in
a minimum amount equal to the greater of (A) the outstanding principal amount of the Bonds and (B) the replacement value
thereof, naming the Trustee as sole loss payee and mortgagee, with sublimits as are customary for facilities of similar size, type
and character. After construction has been completed and the Project is placed into intended operation on the commercial operating
date, the Company shall provide seamless coverage for full replacement property value insuring against named perils in an all risk
policy, with sublimits as are customary for facilities of similar size, type and character, naming the Trustee as loss payee and
mortgagee.


 


(ii)            Time
element coverage including delay in startup during construction and business interruption insurance, each in an amount at least
equal to the debt service on the Bonds, as well as the salaries of the Company’s key employees, for a period of twelve (12)
months.


 


(iii)           Workers’
compensation insurance, disability benefits insurance and such other form of insurance, which the Company is required by law to
provide, covering loss resulting from injury, sickness, disability or death of employees of the Company who are located at or assigned
to the Project.


 






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(iv)           Insurance
protecting the Company and the Trustee against loss or losses from liabilities imposed by law or assumed in any written contract
(including, but not limited to, the contractual liability assumed by the Company pursuant to Section 8.1 hereof) and arising
from personal injury and death or damage to the Property of others caused by any accident or occurrence, with limits of not less
than $1,000,000 per accident or occurrence on account of personal injury, including death resulting therefrom, and $1,000,000 per
accident or occurrence on account of damage to the Property of others, excluding liability imposed upon the Company by any applicable
worker’s compensation law; and a blanket excess liability policy in the amount not less than $10,000,000 until Completion
and $25,000,000 thereafter, protecting the Company and the Trustee against any loss or liability or damage for personal injury
or property damage.


 


(v)            Flood
insurance in an amount at least equal to the lesser of (A) the replacement value of the Project or (B) the maximum amount
of flood insurance available with respect to the Project under the National Flood Insurance Program established by the passage
of the National Flood Insurance Act of 1968, as amended (“NFIA”). In the alternative, a letter from the appropriate
office of the governmental agency within whose jurisdiction the Project is located, to the effect that the Project is not located
in an area designated as a flood hazard area by the Federal Insurance Administration or the Department of Housing and Urban Development.


 


(vi)           Any
contractor or subcontractor working on the Project shall be required to carry worker’s compensation and general comprehensive
liability insurance with limits recommended by the Company’s insurance consultant and containing coverages for premises operations,
owner’s protective, contractor’s protective, contractual liability, personal injury liability, broad form property
damage, explosion hazard, collapse hazard and underground property damage hazard and coverage for all owned, non-owned and hired
vehicles with non-ownership protection for the contractor’s or subcontractor’s employees.


 


(vii)          Business
auto liability insurance in an amount sufficient to cover all automobiles owned or hired by the Company, with limits not less than
$1,000,000 per occurrence.


 


(viii)         Pollution
legal liability insurance for liability arising out of property damage or bodily injury as the result of gradual, and/or sudden
and accidental pollution (including on-site and third party off-site clean up) in an amount not less than $1,000,000 per occurrence
and $1,000,000 and in the aggregate for the policy term (not to exceed five (5) years) when such limits are specific to the
Project. Claims made coverage forms are acceptable and a deductible of no more than $100,000 shall be subject to the approval of
the Trustee.


 


(ix)           Such
other or additional insurance (as to risks covered, policy amounts, policy provisions or otherwise) as, under prudent industry
practice, are from time to time insured against for property and facilities similar in nature, use and location to the Project
which the Trustee (at the direction of the Bondholders) may reasonably require.


 


(b)           Once
every three years, commencing October 1, 2023, the Company shall employ, at the Company’s expense, an Insurance Consultant
to review the insurance coverage required by this Section 6.3 and to render to the Trustee a report as to the adequacy of
such coverage, compliance with the Company’s insurance covenants herein and in each project Document, and as to its recommendations,
if any, for adjustments thereto. The Trustee shall have no duty or responsibility to review such report. The insurance coverage
required by this Section 6.3 shall be increased by the Company if the Insurance Consultant determines such coverage to be
inadequate for facilities of like size, type and character, taking into account the availability of such insurance, the terms upon
which such insurance is available and the cost of such available insurance.


 






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(c)            The
Company shall endeavor to require insurance for contractors and subcontractors in accordance with industry standards for the work
being performed at the Project site and request certificates of insurance verifying insurance required under the applicable Project
Documents is in effect, including commercial general liability, automobile liability, workers compensation and employer's liability
and excess liability, and, with the exception of workers compensation, including naming the Company and the Trustee as additional
insureds with a waiver of subrogation in their favor.


 


(d)           THE
ISSUER DOES NOT IN ANY WAY REPRESENT THAT THE INSURANCE SPECIFIED HEREIN, WHETHER IN SCOPE OR IN LIMITS OF COVERAGE, IS ADEQUATE
OR SUFFICIENT TO PROTECT THE COMPANY’S BUSINESS OR INTERESTS.


 


Section 6.4.            Additional
Provisions Respecting Insurance. All insurance required by Section 6.3 hereof shall be procured and maintained
in financially sound and generally recognized responsible insurance companies selected by the Company and authorized to write
such insurance in the State and carrying a Best Financial Strength Rating of at least “A.” Such insurance may be written
with deductible amounts comparable to those on similar policies carried by other companies engaged in businesses similar in size,
character and other respects to those in which the Company is engaged. All policies evidencing insurance coverages required by
Section 6.3(a)(iii) and (v) hereof shall name the Trustee as an additional insured and all policies evidencing
insurance coverages required by Section 6.3(a)(i), (ii), (iv) and (vii) hereof shall name the Company as insured
and the Trustee as mortgagee and loss payee. All policies of issuance required by Section 6.3 hereof shall provide for at
least thirty (30) days’ written notice to the Company and the Trustee prior to cancellation, reduction in policy limits
or material change in coverage thereof. The insurance required by Section 6.3(a)(i) and (iv) hereof shall contain
an Ohio standard mortgagee endorsement in favor of the Trustee. The original policy, a commitment binder for insurance or ACORD
Certificates evidencing such insurance, of all insurance required hereby shall be delivered to the Issuer and the Trustee on or
before the Closing Date. At least thirty (30) days prior to the expiration of each such policy, the Company shall furnish to the
Trustee an Officer’s Certificate that the policy has been renewed or replaced or is no longer required by this Loan Agreement.
The Trustee shall have no duty or responsibility to renew or procure any insurance required to be maintained by the Company under
this Agreement.


 


Section 6.5.            Application
of Net Proceeds of Insurance. The Net Proceeds of the insurance carried pursuant to the provisions of Section 6.3
hereof shall be applied as follows: (a) the Net Proceeds of the insurance required by Section 6.3(a)(i) and (v) hereof
shall be applied as provided in Section 7.1 hereof; and (b) the Net Proceeds of the insurance required by Section 6.3(a)(ii),
(iii), (iv) and (viii) hereof shall be applied toward extinguishment or satisfaction of the liability with respect to
which such insurance proceeds may be paid.


 






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Section 6.6.            Right
of Trustee and Issuer to Pay Taxes, Insurance Premiums and Other Charges. If the Company fails (a) to pay
any tax, assessment or other governmental charge required to be paid by Section 6.7 hereof or (b) to maintain any insurance
required to be maintained by Section 6.3 hereof, the Trustee or Issuer may (but shall not be obligated to), after providing
the Company ten (10) Business Days’ written notice, pay such tax, assessment or other governmental charge or maintain
such insurance. The Company shall reimburse the Trustee or Issuer for any amount so paid by the Trustee or the Issuer, as the
case may be, pursuant to this Section, together with interest thereon from the date of payment by the Trustee at the rate of interest
equal to the Default Rate.


 


Section 6.7.            Taxes,
Assessments and Utility Charges.


 


(a)            The
Company agrees to pay, as the same become due and before any fine, penalty, premium, interest (except interest which is payable
in connection with legally permissible installment payments) or other cost may be added thereto or become due or be imposed by
operation of law for the non-payment thereof: (i) all taxes, assessments, payments in lieu of taxes and governmental charges
of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Project and any machinery,
equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality
of the foregoing, any sales or use taxes imposed with respect to the Project or any component part thereof, or the rental or sale
of the Project or any part thereof and any taxes levied upon or with respect to the income or revenues of the Issuer from the
Project; (ii) all utility and other charges, including service charges, incurred or imposed for or with respect to the operation,
maintenance, use, occupancy, upkeep and improvement of the Project; and (iii) all assessments, payments-in-lieu of taxes
and charges of any kind whatsoever lawfully made by any governmental body for public improvements, provided, that, with respect
to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company
shall be obligated under this Loan Agreement to pay only such installments as are required to be paid during the Contract Term,
so long as such assessments and charges are not made delinquent by payment in installments.


 


(b)            The
Company may in good faith contest any such taxes, payments-in-lieu of taxes, assessments and other charges provided that the Company
will furnish the Trustee with a bond or cash deposit equal to at least the amount so contested or with an opinion of Independent
Counsel reasonably acceptable to the Trustee stating that, by nonpayment of any such items during the contest thereof, the lien
of the Mortgage will not be materially endangered and neither the Project nor any material part thereof will be subject to imminent
loss or forfeiture. The proceeds of the bond or the cash deposit may be used by the Trustee to satisfy the lien if action is taken
to enforce the lien and such action is not stayed. The bond or cash deposit will be returned to the Company if the lien is successfully
contested. If the Company is unable or otherwise fails to obtain such a bond or provide such a cash deposit or such an opinion
of Independent Counsel, the Company will cause all such items to be satisfied and discharged promptly by payment thereof.


 






    	 	 37	 



     


    

 


(c)            Within
thirty (30) days of receipt of written request therefor, the Company shall deliver to the Trustee official receipts of the appropriate
taxing authorities evidencing payment of each tax.


 






    	 	 38	 



     


    

 


ARTICLE VII.


 


DAMAGE, DESTRUCTION AND CONDEMNATION


 


Section 7.1.            Damage
or Destruction.


 


(a)            If
the Project shall be damaged or destroyed (in whole or in part) at any time during the Contract Term:


 


(i)             there
shall be no abatement or reduction in the amounts payable by the Company under this Loan Agreement (whether or not the Project
is replaced, repaired, rebuilt, restored or relocated);


 


(ii)            the
Company shall promptly give notice thereof to the Trustee; and


 


(iii)           upon
the occurrence of such damage or destruction resulting in Net Proceeds derived from the insurance in excess of $500,000, such Net
Proceeds shall be paid to the Trustee and deposited in the Renewal Fund, and the Company shall, at its option:


 


(A)           replace,
repair, rebuild, restore or relocate the Project as promptly and expeditiously as reasonably possible,


 


(B)            if
the Company exercises its option to terminate the Loan Agreement pursuant to Section 11.1(a) hereof, redeem the Bonds
Outstanding in whole, subject to any applicable premium or call protection then applicable to such redemption, or


 


(C)            if
such damage or destruction does not, in the Company’s opinion, materially adversely affect the continued operations of the
Project at a level at least equal to the level of operations existing prior to such damage or destruction and an Independent Consultant
has verified in writing that the Project can continue to satisfy the Financial Covenants, redeem a principal amount of the Bonds
equal to the Net Proceeds of the insurance claim, in accordance with Section 3.01(b) of the Indenture.


 


(b)           If
the Company replaces, repairs, rebuilds, restores or relocates the Project, the Trustee shall disburse the Net Proceeds from the
Renewal Fund in the manner set forth in Section 4.09 of the Indenture to pay or reimburse the Company for the cost of such
replacement, repair, rebuilding, restoration or relocation. Any such replacements, repairs, rebuilding, restorations or relocations
shall be subject to the following conditions:


 


(i)             the
Project shall be at least in substantially the same condition and value as an operating entity as existed prior to the damage or
destruction;


 


(ii)            the
Project shall continue to constitute “port authority facilities” as such term is defined in the Act, and the Company
shall furnish to the Issuer and the Trustee with an opinion of Bond Counsel that the exclusion from gross income for Federal income
tax purposes of the interest on the Tax-Exempt Bonds shall not be adversely affected;


 


(iii)           the
Project will be subject to no Liens, other than Permitted Liens;


 






    	 	 39	 



     


    

 


(iv)           all
such repair, replacement, rebuilding, restoration or relocation of the Project shall be effected with due diligence in a good workmanlike
manner in compliance with all applicable legal requirements and the Company shall cause payment to be promptly and fully paid in
accordance with the terms of the applicable contracts; and


 


(v)            if
the amount of insurance proceeds exceeds $500,000, the Company must obtain (A) contracts showing repair or replacement can
be completed within funds available (from insurance or otherwise) and (B) a report of a consultant that no monetary default
will occur prior to completion of repair or replacement. If the insurance proceeds are less than $500,000 and the Company receives
a report of a consultant that the Project can continue to operate with less than full repair, replacement, etc., of damage
caused by casualty and can continue to satisfy the Financial Covenants, then insurance proceeds shall be paid to the Trustee for
deposit in the Bond Fund and used to pay debt service on the Senior Bonds, subject to Bond Counsel opinion.


 


(c)            In
the event such Net Proceeds are not sufficient to pay in full the costs of such replacement, repair, rebuilding, restoration or
relocation, the Company shall nonetheless complete the work and pay from its own moneys that portion of the costs thereof in excess
of such Net Proceeds. All such replacements, repairs, rebuilding, restoration or relocation made pursuant to this Section, whether
or not requiring the expenditure of the Company’s own money, shall automatically become a part of the Project as if the same
were specifically described herein.


 


(d)            Any
balance of such Net Proceeds remaining in the Renewal Fund arising from damage or destruction of the Project after the Trustee’s
receipt of the certificate required by Section 4.09(e) of the Indenture, shall, at the written direction of the Company
and subject to any Rebate Amount required to be paid to the Federal government pursuant to the Indenture or the Tax Compliance
Agreement, be used to redeem the Bonds upon the written direction of the Company to the Trustee to do so, as provided in the Indenture.


 


(e)            If
the Company shall exercise its option to terminate this Loan Agreement pursuant to Section 11.1 hereof, such Net Proceeds
shall be applied to the payment of the amounts required to be paid by Section 11.2 hereof. If an Event of Default hereunder
shall have occurred and the Trustee shall have exercised its remedies under Section 10.2 hereof, such Net Proceeds shall be
applied as directed by the Majority Holders in accordance with Section 8.05 of the Indenture.


 


(f)             After
the entire principal amount of, premium, if any, and interest on, the Bonds has been fully paid, or provision therefor has been
made in accordance with the Indenture, and after the fees, charges, expenses and other amounts due to the Issuer and the Trustee
hereunder or under the Indenture have been paid in full or adequately provided for, all remaining Net Proceeds shall be paid to
the Company.


 


(g)            Unless
an Event of Default has occurred and is continuing, the Company shall have the right to settle and adjust all claims under any
policies of insurance required by Section 6.3(a) hereof.


 






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Section 7.2.            Condemnation
of or Title Defect in the Project.


 


(a)            If
at any time during the Contract Term, title to or use of the Project shall be taken by Condemnation (in whole or in part) or a
defect in the title to the Project (in whole or in part) is determined to exist and such defect results in the payment of title
insurance proceeds:


 


(i)             the
Company shall promptly notify the Trustee;


 


(ii)            the
Company shall have no obligation to replace, repair, rebuild, restore or relocate the Project or acquire facilities of substantially
the same nature as the Project (“Substitute Facilities”);


 


(iii)           there
shall be no abatement or reduction in the amounts payable by the Company under this Loan Agreement (whether or not the Project
is replaced, repaired, rebuilt, restored or relocated); and


 


(iv)           upon
the occurrence of such Condemnation and payment therefor or payment of title insurance proceeds, which in either case results in
Net Proceeds derived therefrom in excess of $500,000, such Net Proceeds shall be paid to the Trustee and deposited in the Renewal
Fund, and the Company shall, at its option:


 


(A)           replace,
repair, rebuild, restore or relocate the Project or acquire Substitute Facilities as promptly and expeditiously as reasonably possible;
provided that as a condition precedent to any relocation of the Project, the Company (1) shall cause a new first lien Mortgage
on the relocation site and improvements thereon to be properly recorded in the applicable land records in favor of the Trustee;
(2) provide a title policy to the Trustee in form and substance acceptable to the Majority Holders; and (3) execute and
deliver to the Trustee amendments to all Bond Documents, Company Documents, Financing Documents, Project Documents and Security
Documents required by the Majority Holders with respect to such Substitute Facilities and to preserve the security granted to the
Trustee thereunder;


 


(B)            if
the Company exercises its option to terminate this Loan Agreement pursuant to Section 11.1(a) hereof, redeem the Bonds
Outstanding in whole, subject to the any applicable premium or call protection than applicable to such redemption; or


 


(C)            if
such act of Condemnation or title defect does not, in the Company’s opinion, materially adversely affect the continued operations
of the Project at a level at least equal to the level of operations existing prior to such Condemnation or title defect and an
Independent Consultant has verified in writing that the Project can continue to satisfy the Financial Covenants, redeem a principal
amount of the Bonds equal to the Net Proceeds of the Condemnation award or title insurance proceeds, as the case may be, in accordance
with Section 3.01(b) of the Indenture.


 


(b)           If
the Company replaces, repairs, rebuilds, restores or relocates the Project, the Trustee shall disburse the Net Proceeds from the
Renewal Fund in the manner set forth in Section 4.09 of the Indenture to pay or reimburse the Company for the cost of such
replacement, repair, rebuilding, restoration or relocation. Any such replacements, repairs, rebuilding, restorations or relocations
shall be subject to the following conditions:


 






    	 	 41	 



     


    

 


(i)             the
Project or Substitute Facilities shall be in at least substantially the same condition and value as an operating entity as existed
prior to the damage or destruction;


 


(ii)            the
Project or Substitute Facilities shall continue to constitute “port authority facilities” as such term is defined in
the Act, and the Company shall furnish the Issuer and the Trustee with an opinion of Bond Counsel that the exclusion from gross
income for Federal income tax purposes of the interest on the Tax-Exempt Bonds shall not be adversely affected;


 


(iii)           the
Project or the Substitute Facilities will be subject to no Liens, other than Permitted Liens; and


 


(iv)           all
such replacement, repair, rebuilding, restoration or relocation of the Project shall be effected with due diligence in a good and
workmanlike manner in compliance with all applicable legal requirements and the Company shall cause payment to be promptly and
fully paid in accordance with the terms of the applicable contracts.


 


(v)            if
the Condemnation and payment therefor or payment of title insurance proceeds, which in either case results in Net Proceeds in excess
of $500,000, the Company must obtain (A) contracts showing repair or replacement can be completed within funds available (from
Condemnation, title insurance or otherwise) and (B) a report of a consultant that no monetary default will occur prior to
completion of repair or replacement.


 


(c)            In
the event such Net Proceeds are not sufficient to pay in full the costs of such replacement, repairs, rebuilding, restoration or
relocation or acquisition of Substitute Facilities, the Company shall nonetheless complete the work of the acquisition, reconstruction
and equipping and pay from its own moneys that portion of the costs thereof in excess of such Net Proceeds. All such replacements,
repairs, rebuilding, restorations or relocations and such acquisition of Substitute Facilities made pursuant to this Section, whether
or not requiring the expenditure of the Company’s own money, shall automatically become a part of the Project as if the same
were specifically described herein.


 


(d)            Any
balance of such Net Proceeds remaining in the Renewal Fund after payment of all costs of replacement, repair, rebuilding, restoration
or relocation of Substitute Facilities after the Trustee’s receipt of the certificate required by Section 4.09(e) of
the Indenture, if applicable, shall, at the written direction of the Company and subject to any Rebate Amount required to be paid
to the Federal government pursuant to the Indenture or the Tax Compliance Agreement, be used to redeem the Bonds upon the written
direction of the Company to the Trustee to do so, as provided in the Indenture.


 


(e)            If
the Company shall exercise its option to terminate this Loan Agreement pursuant to Section 11.1 hereof, such Net Proceeds
shall be applied to the payment of the amounts required to be paid by Section 11.2 hereof. If any Event of Default hereunder
shall have occurred and the Trustee shall have exercised its remedies under Section 10.2 hereof, such Net Proceeds shall be
applied in accordance with Section 8.05 of the Indenture.


 


(f)            After
the entire principal amount of, premium, if any, and interest on the Bonds have been fully paid, or provision therefor has been
made in accordance with the Indenture, and after the fees, charges, expenses and other amounts due to the Issuer and the Trustee
hereunder and under the Indenture have been paid in full or adequately provided for, all remaining Net Proceeds shall be paid to
the Company.


 






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(g)            Unless
an Event of Default has occurred and is continuing, the Company shall have the right to settle and adjust all claims under any
Condemnation proceedings or any dispute regarding title defects.


 


Section 7.3.     Recovery
Against Contractor, Etc.


 


(a)            If
at any time during the Contract Term, proceeds shall become available from any recovery against a contractor, subcontractor, materialmen,
Seller or other Person with respect to acquisition, construction, reconstruction or equipping of the Project, such Net Proceeds
shall, provided no Event of Default under Section 10.1 hereof has occurred and is continuing, be delivered to the Trustee
and deposited by the Trustee in the Renewal Fund in accordance with Section 4.09 of the Indenture. The Trustee will then
pay to the Company out of the Net Proceeds of such recovery and upon submission by the Company of requisitions, in accordance
with Section 4.09 of the Indenture, the Project Costs and/or costs or curing any default or misrepresentation by such contractor,
subcontractor, materialmen, guarantor, surety, Seller or other Person and the balance remaining in the Renewal Fund, if any, shall
be deposited into the Bond Fund for payment of debt service on the Bonds or paid to the Company, so long as no Event of Default
has occurred or is continuing hereunder and the Company is meeting its Financial Covenants. Any recovery or other receipts by
the Company that do not directly arise out of the damage, destruction or condemnation of, or title defect in, of the Project or
as described in this subsection (a), may be retained by the Company. Upon the occurrence and continuation of an Event of Default,
proceeds available from any recovery against a contractor, subcontractor, materialmen, guarantor, surety, Seller or other Person
with respect to acquisition, construction, reconstruction or equipping of the Project shall be delivered to the Trustee and deposited
into the Revenue Fund and disbursed in accordance with the Indenture.


 


(b)            Except
upon the occurrence and continuation of an Event of Default, the Company shall have the right to settle and adjust all claims against
such contractors, subcontractors, materialmen, guarantors, sureties, Seller or other Persons. Upon the occurrence and continuation
of an Event of Default, all such rights to settle and adjust all claims against such contractors, subcontractors, materialmen,
guarantors, sureties, Seller or other Persons and may be enforced by the Trustee as directed by the Majority Holders. Any recovery
of judgment shall be for the benefit of the Bondholders, subject to the provisions of the Trust Agreement.


 






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ARTICLE VIII.


 


SPECIAL COVENANTS


 


Section 8.1.            Hold
Harmless Provisions.


 


(a)            The
Company agrees that the Issuer, the Trustee and their respective members, officers, directors, employees, servants, attorneys,
consultants, contractors and agents (other than the Company) (collectively, the “Indemnified Parties”) shall not be
liable for, and agrees to defend, indemnify, release and hold the Indemnified Parties harmless from and against, any and all (i) liability
for loss or damage to Property or injury to or death of any and all Persons that may be occasioned by, directly or indirectly,
any cause whatsoever pertaining to the Project or arising by reason of or in connection with the occupation or the use thereof
or the presence of any person or property on, in or about the Project, or (ii) liability arising from or expense incurred
by the Issuer’s financing, acquisition, construction and equipping of the Project, or (iii) liability arising out of
any violation of Environmental Laws arising on the Land other than any violation of Environmental Laws arising on the Land that
is related in any way to the AOC of Dow Chemical with the USEPA affecting the Project Site and described in the limited warranty
deed from The Dow Chemical Company recorded at Book 885, Pages 564-577 of the Official Records of the Lawrence County, Ohio
Recorder, or in connection with the operation of the Project, or (iv) liability arising out of any release of Hazardous Materials
from the Project or in connection with the handling of Hazardous Materials at the Project; in each case, including, without limiting
the generality of the foregoing, all claims arising from the breach by the Company of any of the covenants contained herein, all
claims, causes of action, judgments, liabilities, losses, damages, costs and expenses (including attorneys’ fees) arising
out of or in connection with the issuance and administration of the Bonds under the Indenture, and all causes of action and attorneys’
fees and any other expenses incurred in defending any suits or actions which may arise as a result of any of the foregoing, provided
that any such losses, damages, liabilities or expenses of the Indemnified Parties are not incurred or do not result from the gross
negligence or intentional willful misconduct of the Indemnified Parties as the case may be. The foregoing indemnities shall apply
notwithstanding the fault or negligence on the part of the Indemnified Parties and irrespective of the breach of a statutory obligation
or the application of any rule of comparative or apportioned liability, except as otherwise provided in this subsection (a).


 


(b)           In
the event of any claim against the Indemnified Parties by any employee of the Company or any contractor of the Company or anyone
directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the obligations of the Company
hereunder shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefits payable by
or for the Company or such contractor under Workers’ Compensation acts, disability benefits or other employee benefit acts.


 


(c)            To
effectuate the provisions of this Section, the Company agrees to provide for and insure, in the liability policies required in
Section 6.3(a)(iv) hereof, its liabilities assumed pursuant to this Section, provided that any indemnity required by
this Section shall not be limited to the amounts of insurance coverage obtained pursuant to Section 6.3(a)(iv) hereof.


 






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(d)           Notwithstanding
any other provisions of this Loan Agreement, the obligations of the Company pursuant to this Section shall remain in full
force and effect after the termination of this Loan Agreement until the expiration of the period stated in the applicable statute
of limitations, during which a claim, cause of action or prosecution relating to the matters herein described may be brought and
the payment in full or the satisfaction of such claim, cause of action or prosecution relating to the matters herein described
and the payment of all expenses and charges incurred by the Indemnified Parties, relating to the enforcement of the provisions
herein specified.




 


Section 8.2.            Right
of Access. The Company agrees that the Issuer, the Trustee and their duly authorized agents have the right at all reasonable
times during the Contract Term and upon reasonable advance notice to the Company to enter upon and to examine and inspect the
Project.


 


Section 8.3.            Agreement
to Provide Information. The Company agrees, whenever reasonably requested by the Issuer or the Trustee, to provide
and certify or cause to be provided and certified such information concerning the Company, its compliance with its representations
and warranties under the Financing Documents, its finances and other topics as the Issuer or the Trustee from time to time reasonably
considers necessary or appropriate, including, but not limited to, (a) such information as to enable the Issuer and the Trustee
to make any reports required by law, governmental regulation or the Indenture, (b) such information as may be reasonably
required by a Holder of the Bonds to effect a transfer of such Bonds, and to assure the purchaser thereof of the continuance of
the exclusion from gross income for Federal income tax purposes of interest on the Tax-Exempt Bonds, or (c) such information
as may be required by Bond Counsel to enable it to render an unqualified opinion as of the proposed date of transfer of any Bonds
that interest on the Tax-Exempt Bonds is excludable from gross income for Federal income tax purposes. Nothing contained in this
Section shall require the Company to disclose information of a proprietary nature or that otherwise may be the subject of
a confidentiality or similar non-disclosure agreement to which the Company is, or may become, a party.


 


The Company further
agrees to maintain in electronic format so long as the Bonds remain Outstanding copies of all information available to the initial
purchasers of the Bonds for review upon request by the Owners or any purported transferee(s) of the Bonds, which the Company
shall make available for review, subject only to the requirement that such Owners and/or purported transferee(s) execute a
nondisclosure agreement with respect to information considered to constitute confidential proprietary information and that the
Company does not reasonably believe any such purported transferee is a competitor of the Company.


 


Section 8.4.            Books
of Record and Account. The Company agrees to maintain proper accounts, records and books in which full and correct
entries shall be made, in accordance with GAAP, of all business and affairs of the Company.


 






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Section 8.5.            Compliance
With Orders, Ordinances, Etc.


 


(a)            The
Company agrees that it will, throughout the Contract Term, promptly comply with all statutes, codes, laws, acts, ordinances, resolutions,
impositions, assessments, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions
and requirements of all federal, state, county, municipal and other governments, departments, commissions, boards, companies or
associations insuring the premises, courts, authorities, officials and officers, foreseen or unforeseen, ordinary or extraordinary,
which now or at any time hereafter may be applicable to the Project or any part thereof, or to any use, manner of use or condition
of the Project or any part thereof.


 


(b)            Notwithstanding
the provisions of subsection (a) above, the Company may in good faith contest the validity or the applicability of any requirement
of the nature referred to in subsection (a) above, provided that the Company has furnished to the Trustee a bond or cash deposit,
or opinion of Independent Counsel, as described in Section 6.7(b). In such event, the Company may fail to comply with the
requirement or requirements so contested during the period of such contest and any appeal therefrom, unless by failure to comply
with such requirement or requirements (i) the Project or any part thereof may be subject to loss or forfeiture, or (ii) the
Issuer or any of its members, officers, agents (other than the Company) or servants may be liable for prosecution for failure to
comply therewith, in which case the Company shall promptly take such action with respect thereto as shall satisfy the Issuer.


 


Section 8.6.            Discharge
of Liens and Encumbrances.


 


(a)            The
Company shall not permit or create or suffer to be permitted or created any Lien (except for Permitted Liens) upon the Project
or any part thereof.


 


(b)           Notwithstanding
the provisions of subsection (a) above, the Company may in good faith contest any such Lien, provided that the Company shall
have first notified the Issuer and the Trustee of such contest and provided the Trustee a bond or cash deposit, or opinion of
Independent Counsel, as described in Section 6.7(b). In such event, the Company may permit the items so contested to remain
undischarged and unsatisfied during the period of such contest and any appeal therefrom, unless by nonpayment of any such item
or items the Lien of the Mortgage may be endangered or the Project or any part of the Project may be subject to loss or forfeiture.


 


Section 8.7.            Performance
by Trustee of Company’s Obligations. Should the Company fail to make any payment or to do any act as herein provided
for a period of ten Business Days after receiving written notice of such failure to pay or act: (a) the Trustee may (but
is not obligated to), without releasing the Company from any obligation herein, make or do the same, including without limitation,
appearing in and defending any action purporting to affect the rights or powers of the Company or the Issuer or the value of the
Project, and paying all expenses, including, without limitation, reasonable attorneys’ fees; and (b) the Company will
pay immediately upon demand all sums so expended by the Trustee under the authority hereof, together with interest thereon at
a per annum rate of interest equal to the Default Rate, provided, however, that upon the written direction of the Company the
Trustee shall not make any payment or do any act which would limit the Company’s rights under Section 6.7(b) or
10.1(a)(iii) hereof.


 


Section 8.8.            Company
to Maintain its Existence; Conditions Under Which Exceptions Permitted; Formation of Subsidiaries. The Company agrees
that so long as the Bonds are Outstanding, it will maintain its legal existence, will not dissolve or liquidate or otherwise dispose
of more than three percent (3%) of the net book value of its Property, Plant and Equipment and personal and intangible assets
(based upon the then most recent audited financial statements), and will not merge or be consolidated with or into any other Person
or permit one or more Persons to consolidate with or merge into it, unless the following conditions are met: (a) the surviving,
resulting or transferee entity, as the case may be, is organized under the laws of one of the states of the United States of America
and qualifies to do business in the State; (b) the surviving, resulting or transferee entity, as the case may be, assumes
in writing all of the obligations of and restrictions on the Company under this Loan Agreement and any other agreement securing
the Company’s performance hereunder; (c) the consummation of the transaction will not adversely affect the exclusion
from gross income of the interest payable on the Series 2020 Bonds; (d) immediately after the consummation of the transaction,
and after giving effect thereto, the surviving, resulting or transferee entity, as the case may be, has a net worth at least equal
to the net worth of the Company immediately prior to the transaction; and (e) as of the date of such consolidation, merger,
sale or transfer, the Issuer and the Trustee shall be furnished with (i) an opinion of Independent Counsel opining as to
the compliance with items (a), (b) and (d) above, (ii) an opinion of Bond Counsel opining as to the compliance
with item (c) above, (iii) an opinion of an Accountant opining as to the compliance with item (d) above, (iv) a
certificate dated the effective date of such consolidation, merger, sale or transfer, signed by an Authorized Representative of
the Company and the chief executive officer of the surviving, resulting or transferee entity, as the case may be, to the effect
that immediately after consummation of the transaction, and after giving effect thereto, no Event of Default exists under this
Loan Agreement and no event exists, which, with notice or lapse of time or both, would become such an Event of Default, and (v) the
Company obtains the prior written consent of the Majority Holders.


 






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Section 8.9.            Construction
Monitor. The Company shall engage a Construction Monitor on a consistent basis from the Closing Date until at least
one year following the achievement of name-plate Facility performance for a period of at least thirty (30) consecutive days. Such
Construction Monitor shall serve for the benefit of the Bondholders to perform the duties outlined below during construction and
ramp-up under a written agreement in form and substance acceptable to the Majority Holders:


 


(a)            Review
all engineering, procurement, and construction contracts essential to completion of construction of the Project and report on
construction progress;


 


(b)            Attend
period project review meetings;


 


(c)            Review
the progress of design for compliance with the milestone schedule;


 


(d)            Review
procurement contracts’ overall progress;


 


(e)            Conduct
periodic monthly on-site visits for observation of the work in progress to determine that the Project is proceeding in general
accordance with the milestone schedule and with the agreed-upon design concepts;


 


(f)             Monitor
technical aspects associated with, and progress towards mechanical completion, substantial completion, and final completion including
punchlist;


 






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(g)           Review
Change Orders to any applicable engineering, procurement, and construction contracts, including a determination of the impact of
changes to the construction cost and schedule, and on the ability of the Project to meet its performance guarantees;


 


(h)           Prepare
monthly status reports comparing monthly status reports received by the Construction Monitor to Construction Monitor’s independent
observation, which report shall cover the general status of engineering, procurement, construction, and commissioning of the Project
versus the milestone construction schedule, the status of the budget versus actual expenditures, status of planned contract expenditures
versus actual expenditures, status of Change Orders or claims, and areas of concern and corrective actions being taken of which
the Construction Monitor is aware;


 


(i)             Review
monthly Bond requisitions and supporting documentation required by the Bond Documents and provide the requisite certifications
and opinion required of the Construction Monitor in the form of Requisition attached as Exhibit B to the Indenture;


 


(j)             Monitor
commission activities and development of punchlists and review turnover packages as such packages are accepted by Borrower;


 


(k)            Confirm
successful completion of performance testing (including environmental testing);


 


(l)             Review
all substantial completion notices and associated punchlist and conform that the conditions for substantial completion of the Project
have been met;


 


(m)           Monitor
successful completion of each punchlist item by telephone; review the contractor’s final completion notice;


 


(n)            Provide
independent engineer’s letters or certificates as required by the Bond Documents;


 


(o)            Review
detailed test procedures with respect to the Project and assess compliance with the applicable performance and emissions compliance
testing criteria;


 


(p)            Monitor
data collection procedures, testing instrumentation, and operating and testing personnel during the performance tests, including
emissions compliance testing;


 


(q)            Review
the test reports prepared by contractors and Borrower;


 


(r)             Prepare
a letter report summarizing testing procedures and testing witnessed by the Construction Monitor.


 


Section 8.10.           Additional
Project Documents. The Company acknowledges that it has collaterally assigned all of its right, title and interest
in and to each Project Document related to the construction, installation, equipping, supply, offtake or operation of the Project
to the Trustee pursuant to the Security Agreement. The Company covenants and agrees that to the extent that it enters into any
Project Document related to the construction, installation, equipping, supply, offtake or operation of the Project after the Closing
Date, then with respect to such Project Document, the Company shall comply with the following: (a) the Trustee shall be designated
as a “notice party” under any such Project Document in order to receive any notices of default provided thereunder,
and the Company shall notify the other parties to any such Project Document of any change of name or address of the Trustee, and
(b) the Company shall require each party to any such Project Document to execute and deliver to the Trustee a Consent and
Agreement, containing substantially the same language or language to similar effect, in the form set forth in Exhibit L attached
to the Security Agreement, and such Consent and Agreement shall specifically acknowledge that the applicable Project Document
constitutes an “Assigned Contract” under and as defined in the Security Agreement.


 






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ARTICLE IX.


 


TRANSFER OF PROJECT, ASSIGNMENTS AND
LEASING;


PLEDGE AND ASSIGNMENT OF INTERESTS


 


Section 9.1.            Restriction
on Transfer of Project.


 


(a)            Except
as otherwise specifically provided in this Loan Agreement, the Company shall not during the Contract Term sell, convey, transfer,
encumber or otherwise dispose of the Project or any part thereof or any of its rights under this Loan Agreement, without the prior
written consent of the Majority Holders. Notwithstanding the foregoing provision, the Company may sell, convey or transfer the
entire Project so long as:


 


(i)             Upon
such sale, conveyance or transfer, the Company causes all Bonds to be redeemed pursuant to Section 3.01(b)(i) of the
Indenture or defeased pursuant to Article VII of the Indenture; or


 


(ii)            With
the written consent of the Majority Holders, the party to whom the Company sells, conveys or transfers the Project assumes all
of the Company’s obligations hereunder and under the other Bond Documents.


 


Section 9.2.            Assignment
and Leasing. Subject to Section 8.8 hereof, this Loan Agreement may not be assigned in whole or in part and the
Project may not be leased as a whole or in part by the Company, without the consent of the Majority Holders.


 


Section 9.3.             Installation
of Additional Equipment.


 


(a)            In
any instance where the Company determines that any item of Equipment necessary for the day-to-day operation of the Project has
become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary, the Company may, after giving written notice to
the Trustee, remove such item of Equipment from the Improvements and may sell, trade-in, exchange or otherwise dispose of the
same, as a whole or in part, for fair market value in an arms-length transaction; provided that such removal does not materially
impair the efficient operation of the Project for the purpose for which it was intended and provided further that any proceeds
remaining after such sale, trade-in, exchange or other disposal shall be deposited in the Repair and Replacement Fund to the extent
necessary to make the balance in the Repair and Replacement Fund equal to the Repair and Replacement Fund Requirement, and if
at such time the balance in the Repair and Replacement Fund is equal to the Repair and Replacement Fund Requirement, to the Bond
Fund to pay debt service on the Senior Bonds


 


(b)            The
removal of any item of machinery or equipment pursuant to this Section shall not entitle the Company to any abatement or
diminution of any amounts payable under this Loan Agreement.


 


Section 9.4.            Pledge
and Assignment of Issuer’s Interests to the Trustee. The Issuer hereby pledges and assigns certain of its rights
and interests under and pursuant to this Loan Agreement to the Trustee as security for the payment of the principal of, premium,
if any, and interest on the Bonds. Such pledge and assignment shall in no way impair or diminish any obligation of the Issuer
under this Loan Agreement. The Company hereby consents to such pledge and assignment by the Issuer to the Trustee and specifically
agrees to perform for the benefit of the Trustee all of its duties and undertakings hereunder and any duties of the Company set
forth in the Indenture. Except as provided in this Section, the Issuer shall not assign its interests in the Loan Agreement in
whole or in part without the prior written consent of the Company, which consents shall not be unreasonably withheld or delayed,
and the consent of the Majority Holders.


 


[THE BALANCE OF THIS PAGE INTENTIONALLY
LEFT BLANK]


 









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ARTICLE X.


 


EVENTS OF DEFAULT AND REMEDIES


 


Section 10.1.          Events
of Default Defined.


 


(a)            The
following shall be “Events of Default” under this Loan Agreement and the terms “Event of Default” or “Default”
shall mean, whenever they are used in this Loan Agreement, any one or more of the following events:


 


(i)             The
failure by the Company to pay or cause to be paid the amounts specified to be paid pursuant to Section 5.1(a) hereof
on the date when due;


 


(ii)            The
failure by the Company to observe and perform any covenants contained in Sections 2.4(a)(i), 2.4(a)(ii), 2.4(b)(iv), 2.4(b)(v),
2.4(b)(vii), 2.4(b)(viii), 2.6, 6.3, 6.4, 6.7, 8.1, 8.6, 8.8, 9.1 and 9.2 hereof;


 


(iii)           The
failure by the Company to observe and perform any covenant, condition or agreement hereunder on its part to be observed or performed
(except obligations referred to in subsection (a)(i) and (ii) above and subsection (vii) below for which no cure
period shall apply) for a period of thirty (30) days after written notice, specifying such failure and requesting that it be remedied,
is given to the Company by the Trustee or by the Majority Holders; provided, that the failure to make the deposit required pursuant
to Section 2.14 hereof shall not constitute an Event of Default if the Company can demonstrate to the Trustee that sufficient
funds are on deposit with the Trustee to repay the purchase price of the Bonds paid by the initial purchasers thereof on the Closing
Date, together with accrued interest since the immediately preceding Interest Payment Date, or the Closing Date if applicable,
and any principal having accrued on such Bonds since the Closing Date as a result of such Bonds being purchased on the Closing
date at an amount less than par;


 


(A)           Subject
to clause (A) above, if the covenant, condition, or agreement which the Company has failed to observe or perform (1) does
not relate to the payment of money or other obligations referred to in subsection (a)(1) or (ii) above or subsection
(vii) below, and (2) is of such a nature that it cannot reasonably be fully cured with such thirty (30) day period,
the Company shall not be in default if it commences a cure within such period and thereafter diligently proceeds with all action
required to complete such cure and, in any event, completes such cure within sixty (60) days of such written notice from the Trustee
or the Holder of the Bonds, or such longer period as is agreed to by the Majority Holders of the Bonds;


 






    	 	 50	 



     


    

 


(iv)          The
dissolution or liquidation of the Company or the filing by the Company of a request or petition for liquidation, reorganization,
adjustment of debts, arrangement, adjudication as a bankrupt or similar relief under the bankruptcy, insolvency or similar laws
of the United States or any state or territory thereof or any foreign jurisdiction; or the institution by the Company of any formal
or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of the Company;
or the failure by the Company within sixty (60) days to lift or stay any execution, garnishment or attachment of such consequence
as will impair its ability to carry on its operation at the Project; or the failure by the Company within sixty (60) days to lift
or otherwise discharge the filing against the Company of a request or a petition for liquidation, reorganization, adjustment of
debts, arrangement, adjudication as a bankrupt or similar relief under the bankruptcy, insolvency or similar laws of the United
States or any state or territory thereof or any foreign jurisdiction; or the failure by the Company within sixty (60) days to
lift or otherwise discharge the institution against the Company of any formal or informal proceeding for the dissolution or liquidation
of, settlement of claims against, or winding up of affairs of the Company; or appointment by final order, judgment or decree of
a court of competent jurisdiction of a trustee or receiver of the Company or for a trustee, receiver or agent to take charge of
any property of the Company or the Company shall make a general assignment for the benefit of its creditors; or the failure of
the Company to generally pay its debts as such debts become due;


 


(v)            The
occurrence of an “Event of Default” under the Financing Documents (other than the Continuing Disclosure Agreement)
or the Project Documents which is not timely cured as provided therein;


 


(vi)           The
Company or its Authorized Representative shall have made, in the Financing Documents, the Project Documents or in any certificate,
statement, representation, warranty or financial statement heretofore or hereafter furnished to the Issuer or the Trustee in connection
with the financing of the Project, a material representation which proves to have been false and misleading as of the time such
statement was made, or any such Financing Document, Project Document, certificate, statement, representation, warranty or financial
statement shall omit to state any material fact required to be stated therein or necessary to make the statements therein not
misleading, which, if unintentionally made and capable of cure, is not made true within 30 days following notice thereof to the
Company; and


 


(vii)          Failure
to maintain (A) a Senior Parity Coverage Requirement of 125%, (B) an Overall Coverage Requirement of 110% or (C) sixty
(60) Days Cash on Hand.


 


Section 10.2.          Remedies
on Default.


 


(a)            Whenever
any Event of Default shall have occurred and be continuing, the Trustee may, to the extent permitted by law, take any one or more
of the following remedial steps:


 


(i)             Declare,
by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable
(A) all unpaid installments of the amounts payable pursuant to Section 5.1(a)(i)(A), 5.1(a)(ii)(A), and 5.1(a)(ii)(B) hereof
in an amount equal to the amount required to be paid pursuant to Section 8.02(a) of the Indenture and (B) all other
payments due under this Loan Agreement;


 


(ii)            Provide
notice to the (a) Operating Revenue Escrow Agent that all directions as to the application of funds in the Operating Revenue
Escrow Fund shall thereafter be made solely by the Trustee, and (b) Liquidity Reserve Escrow Agent that all directions as
to the application of funds in the Liquidity Reserve Escrow Fund shall thereafter be made solely by the Trustee;


 






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(iii)           Foreclose
on the lien(s) under any and all Security Documents and take any and all other lawful actions available to a secured party
under applicable law including without limitation as secured party under the UCC;


 


(iv)          Terminate
the disbursement of any moneys in the Project Fund or in any other fund created under the Indenture and apply such moneys to the
payment of any amounts due or thereafter to become due under this Loan Agreement;


 


(v)           Take
any other action at law or in equity which may appear necessary or desirable to collect any amounts then due or thereafter to
become due hereunder and to enforce the obligations, agreements or covenants of the Company under this Loan Agreement; and


 


(vi)           Upon
the filing of a suit or other commencement of judicial proceedings, the Trustee shall be entitled, as a matter of right under
this Loan Agreement, to the appointment of a receiver or receivers for the Company or the Project or for the revenues and receipts
thereof pending such proceedings, with such powers as the court making such appointment shall confer.


 


(b)           Any
sums paid to the Issuer as a consequence of any action taken pursuant to this Section (excepting sums payable to the Issuer
as a consequence of action with respect to the Unassigned Rights) shall be paid to the Trustee and deposited by the Trustee in
the Bond Fund and applied in accordance with the provisions of Section 8.05 of the Indenture.


 


(c)            No
action taken pursuant to this Section (including repossession of the Project) shall relieve the Company from its obligation
to make all payments required by this Loan Agreement.


 


(d)           Upon
the occurrence and continuance of an Event of Default and upon the filing of a suit or other commencement of judicial proceedings
to enforce the rights of the Trustee and of the Holders under the Indenture, the Trustee shall be entitled, as a matter of right
under this Loan Agreement, to the appointment of a receiver or receivers for the Project and for the revenues and receipts thereof
pending such proceedings, with such powers as the court making such appointment shall confer.


 


(e)           CONFESSION
OF JUDGMENT. Except with respect to an Event of Default listed in Sections 2.4(a)(i), 2.4(a)(ii), 2.4(b)(v) and 8.1 of the
Loan Agreement, for which the Trustee shall provide notice of default to the Company and prior to the execution of this confession
of judgment provide the Company with thirty (30) days from the date of such notice for the Company to cure any such default, upon
the occurrence of an Event of Default, the Company hereby submits (and waives all rights to object) to nonexclusive personal jurisdiction
in the State of Ohio and authorizes any attorney designated by Holder or any clerk of any court of record in Ohio or elsewhere
to appear for Company in any court of record and confess judgment against Company without prior hearing in favor of Holder for,
and in the amount of, the outstanding principal balance of the Note, all accrued and unpaid interest thereon, all other amounts
payable by Company to Holder under the terms of the Note, and costs of suit and actual attorneys’ fees incurred by Holder
in connection with such confession of judgment. Holder agrees that in enforcing any judgment by confession, Holder shall not demand,
solely with respect to attorneys’ fees incurred by Holder in connection with such indebtedness for which such judgment is
rendered, any amounts in excess of the actual amount of attorneys’ fees charged or billed to Holder.


 






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Company hereby releases,
to the extent permitted by applicable law, all errors and all rights of exemption, appeal, stay or execution, inquisition and other
rights to which Company may otherwise be entitled under the laws of the United States of America or of any state or possession
of the United States of America now in force and which may hereafter be enacted. Company hereby consents to the immediate execution
of such judgment. The authority and power to appear for and enter judgment against Company shall not be exhausted by one or more
exercises thereof or by any imperfect exercise thereof and shall not be extinguished by any judgment entered pursuant thereto.
Such authority may be exercised on one or more occasions or from time to time in the same or different jurisdictions as often as
Holder shall deem necessary and desirable, for all of which the Note shall be sufficient warrant.


 


Section 10.3.     Remedies
Cumulative. No remedy herein conferred upon or reserved to the Issuer or the Trustee is intended to be exclusive of
any other available remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under
this Loan Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing
upon any default 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. In order to entitle the Issuer or the Trustee to exercise
any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be herein
expressly required in this Loan Agreement.


 


Section 10.4.     Agreement
to Pay Attorneys’ Fees and Expenses. In the event the Company should default under any of the provisions of this
Loan Agreement and such default is not cured within the applicable notice and grace periods provided herein and the Issuer or
the Trustee should employ attorneys or incur other expenses for the collection of amounts payable hereunder or the enforcement
of performance or observance of any obligations or agreements on the part of the Company herein contained, the Company shall,
on demand therefor, pay to the Issuer or the Trustee, as the case may be, the reasonable fees of such attorneys and such other
expenses so incurred.


 


Section 10.5.     No
Waivers Except in Writing; No Additional Waiver Implied by One Waiver.


 


(a)            No
Event of Default hereunder may be waived except in writing signed by (i) the Trustee or the Majority Holders and (ii) the
Issuer, if such Event of Default pertains to an Unassigned Right.


 


(b)            In
the event any agreement contained herein should be breached by either party and thereafter such breach be waived, such waiver shall
be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.


 


[THE BALANCE OF THIS PAGE INTENTIONALLY
LEFT BLANK]


 






    	 	 53	 



     


    

 


ARTICLE XI.


 


EARLY TERMINATION OF LOAN AGREEMENT;

OPTIONS IN FAVOR OF COMPANY


 


Section 11.1.     Early
Termination of Loan Agreement.


 


(a)            If
any of the following events shall occur, the Company shall have the option to terminate this Loan Agreement prior to the conclusion
of the Contract Term hereof upon compliance with the requirements set forth in Section 11.2 hereof:


 


(i)        the
Project shall have been damaged or destroyed to the extent that, in the opinion of an Authorized Representative of the Company
and Construction Monitor, the Project cannot be reasonably restored (within a period of six (6) consecutive months after such
damage or destruction) to the condition it was in immediately preceding such damage or destruction;


 


(ii)       the
Company is prevented or is reasonably expected to be prevented from carrying on its normal operations within the Project for a
period of six (6) consecutive months after such damage or destruction; or


 


(iii)      title
to or the use of all or any part of the Project shall have been taken by Condemnation so that in the opinion of an Authorized Representative
of the Company and Construction Monitor, the Company is thereby prevented from carrying on its normal operations therein for a
period of six (6) consecutive months after such taking.


 


(b)            The
Company shall have an additional option, in its sole discretion, to terminate this Loan Agreement on any date on which the Series 2020
Bonds are subject to optional or extraordinary optional redemption in whole pursuant to Section 3.01(b) of the Indenture
or on any date on which the lien of the Indenture has been released, discharged and satisfied in accordance with Section 7.01
thereof, upon filing with the Trustee a certificate signed by an Authorized Representative of the Company stating the Company’s
intention to do so pursuant to this subsection (b) and upon compliance with the requirements set forth in Section 11.2
hereof and Sections 3.01 and 7.01 of the Indenture.


 


(c)            The
Company shall provide for payment of the then Outstanding Bonds in whole or in part as required by Section 3.01(e) of
the Indenture upon the occurrence of a Determination of Taxability. The obligation of the Company to comply with the requirements
of this subsection (c) shall be absolute and unconditional to the same extent as provided in Section 5.1 and 5.2 hereof.


 


Section 11.2.     Conditions
to Early Termination of Loan Agreement. In the event the Company exercises its option, or is required, to terminate
this Loan Agreement in accordance with any provision of Section 11.1 hereof, the Company shall comply with the requirements
set forth in the following three subsections:


 






    	 	 54	 



     


    

 


(a)            The
following payments shall be made:


 


(i)        To
the Trustee for the account of the Issuer, an amount which, when added to the total amount of moneys on deposit with the Trustee
for the account of the Issuer and the Company, will be sufficient (A) to pay the amount required by Section 3.01(c) of
the Indenture, if such termination is pursuant to Section 11.1(a) hereof, or (B) to pay the Outstanding Bonds together
with all interest which will accrue to the date of payment of the Bonds and any premium due on the Bonds (such payment to be computed
in accordance with Sections 3.01(b) and 7.01 of the Indenture), if such termination is pursuant to Sections 11.1(b) or
(c) hereof, or (C) to pay the principal amount, premium and interest required by Section 3.01(e) of the Indenture,
if such termination is pursuant to Section 11.1(c) hereof;


 


(ii)       To
the Trustee, an amount sufficient to pay all unpaid fees and expenses and indemnities owed to the Trustee and any additional Paying
Agents under the Indenture;


 


(iii)      To
the Issuer, an amount certified by the Issuer as sufficient to pay all unpaid reasonable fees and expenses of the Issuer and its
members, officers, agents, servants and employees incurred under this Loan Agreement and any other Financing Documents; and


 


(iv)     To
the appropriate Person, an amount sufficient to pay all other fees, expenses or charges, if any, due and payable or to become due
and payable under this Loan Agreement and the other Financing Documents and not otherwise paid or provided for.


 


(b)            The
Company shall express any opinion required by the provisions of Section 11.1(a) hereof and shall exercise its option
to terminate this Loan Agreement (whether or not such an opinion is required) in a certificate (i) setting forth the provision
of Section 11.1(a) permitting or requiring early termination of this Loan Agreement, (ii) signed by an Authorized
Representative of the Company and Construction Monitor and (iii) filed with the Trustee within thirty (30) days after the
happening of the event permitting or requiring such termination. Any such certificate and any certificate filed pursuant to Section 11.1(b) hereof
shall also specify the date upon which the payments pursuant to subsection (a) above shall be made, which date shall be not
less than ten (10) nor more than twenty (20) days after the date such certificate is filed with the Issuer and the Trustee.


 


(c)            Arrangements
shall be made, satisfactory to the Trustee and its counsel, for the payment or redemption of the Outstanding Bonds.


 


Section 11.3.     Amounts
Remaining on Deposit with the Trustee upon Payment of Bonds. After payment in full of the principal of, premium, if
any, and interest on the Bonds and the payment of all fees, charges, expenses and other amounts required to be paid under the
Bond Documents and during any claw-back period upon a bankruptcy of the Company, all amounts on deposit with the Trustee for the
account of the Issuer and the Company under the Bond Documents (except for amounts attributable to Unassigned Rights and except
for the moneys and investments from time to time in the Rebate Fund) shall belong to and be paid to the Company by the Trustee
as an overpayment on the Loan Payments and neither the Trustee nor the Owners of the Bonds shall have any rights hereunder, except
those that have theretofore vested.


 






    	 	 55	 



     


    

 


ARTICLE XII.


 


MISCELLANEOUS


 


Section 12.1.     Notices.


 


(a)            All
notices, certificates and other communications hereunder shall be in writing and, unless otherwise specifically directed or permitted
by another section of this Loan Agreement, shall be (i) personally delivered, or (ii) sent by United States Postal Service
prepaid registered or certified mail, return receipt requested, or (iii) sent overnight via Federal Express, UPS or other
substantial national delivery service, addressed as follows:


 


	To the Issuer:	With Copy To:
	
        Southern Ohio Port Authority

        602 7th Street, Room 404

        Portsmouth, Ohio 45662

        Attn: Chairperson
	
        Patrick M. Woodside, Esq.

        Frost Brown Todd LLC

        3300 Great American Tower

        301 East Fourth Street

        Cincinnati, Ohio 45202

         

	To the Trustee: 	 
	
        UMB Bank, N.A.

        120 South 6th Street, Suite 1400

        Minneapolis, Minnesota 55402

        Attn: Corporate Trust

         
	 
	To the Company: 	With Copy To:
	
        PureCycle: Ohio LLC

        5950 Hazeltine National Drive

        Suite 650

        Orlando, Florida 32822

        Attention:      Michael Otworth

        Chief Executive Officer

         
	
        Margaret W. Comey, Esq.

        Locke Lord LLP

        Anderson Center

        7850 Five Mile Road

        Cincinnati, Ohio 45230

         



 


(b)            A
duplicate copy of each notice, certificate and other communication given hereunder by either the Issuer or the Company to the other
shall also be given to the Trustee. The Issuer, the Company and the Trustee may, by notice given hereunder, designate any further
or different addresses to which subsequent notices, certificates and other communications shall be sent. All notices shall be deemed
given on the date of personal delivery or, if mailed, five (5) days after mailing, or, if given, by overnight delivery service,
on the date of receipt, as indicated in the records of the overnight delivery service.


 


Section 12.2.     Binding
Effect. This Loan Agreement shall inure to the benefit of and shall be binding upon the Issuer, the Company and, as
permitted by this Loan Agreement, their respective heirs, executors, administrators, successors and assigns, and shall also inure
to the benefit of the Trustee.


 


Section 12.3.     Severability.
In the event any provision of this Loan Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other provision hereof.


 






    	 	 56	 



     


    

 


Section 12.4.     Amendments,
Changes and Modifications. This Loan Agreement may not be amended, changed, modified, altered or terminated except
by an instrument in writing executed by the parties hereto with the concurring written consent of the Trustee.


 


Section 12.5.     Execution
of Counterparts. This Loan Agreement may be executed in several counterparts, each of which shall constitute an original
and shall be fully binding on the signing party(ies), and, when assembled to include an original signature for each party contemplated
to sign this Loan Agreement, will constitute a complete and fully executed original. All such fully executed counterparts will
collectively constitute a single agreement.  Furthermore, the parties hereto each expressly agrees that if the signature
of any party on this Loan Agreement is not an original, but is a digital, mechanical or electronic reproduction (such as, but
not limited to, a photocopy, fax, e-mail, PDF, Adobe image, JPEG, telegram, telex or telecopy or generated by electronic signature
software such as DocuSign), then such digital, mechanical or electronic reproduction shall be as enforceable, valid and binding
as, and the legal equivalent to, an authentic and traditional ink-on-paper original wet signature penned manually by its signatory.


 


Section 12.6.     Applicable
Law. This Loan Agreement shall be governed exclusively by the applicable laws of the State.


 


Section 12.7.     Survival
of Obligations. The obligations of the Company to make the payments required by Section 5.1(c) hereof and
to provide the indemnity required by Section 8.1 hereof shall survive the termination of this Loan Agreement and the full
payment of the Bonds and the applicable claw-back period upon a bankruptcy of the Company.


 


Section 12.8.     Table
of Contents and Section Headings Not Controlling. The Table of Contents and the headings of the several sections
in this Loan Agreement have been prepared for convenience of reference only and shall not control, affect the meaning or be taken
as an interpretation of any provision of this Loan Agreement.


 


Section 12.9.     No
Recourse; Special Obligation.


 


(a)            The
Issuer will not be obligated to pay the Bonds except from payments made by the Company under this Loan Agreement. The issuance
of the Bonds will not directly or indirectly or contingently obligate the Issuer or the State to levy or pledge any form of taxation
whatever. The Bonds do not now and shall never constitute a charge against the general credit of the Issuer, the State of Ohio
or any political subdivision thereof.


 


(b)            No
recourse shall be had for the payment of the principal of or interest on any of the Bonds or for any claim based thereon or upon
any obligation, covenant or agreement contained herein or in the Indenture or in any other document executed by the Issuer in connection
with the transaction contemplated by this Loan Agreement, against any past, present or future officer, employee or agent of the
Issuer, or through the Issuer, or any successor corporation, under any rule of law or equity, statute or constitution or by
the enforcement of any assessment or penalty or otherwise, and all such liability of any such officer, employee or agent as such
is hereby expressly waived and released as a condition of and in consideration for the execution of this Loan Agreement, the Indenture
and the issuance of any of the Bonds.


 






    	 	 57	 



     


    

 


(c)            Notwithstanding
any provision of this Loan Agreement to the contrary, the Issuer shall not be obligated to take any action pursuant to any provision
hereof unless (i) the Issuer shall have been requested to do so in writing by the Company or the Trustee, and (ii) if
compliance with such request is reasonably expected to result in the incurrence by the Issuer (or any member, officer, agent, servant
or employee of the Issuer) of any liability, fees, expenses or other costs, the Issuer shall have received from the party making
such request security or indemnity satisfactory to the Issuer for protection against all such liability and for the reimbursement
of all such fees, expenses and other costs.


 


Section 12.10.    Protection
of Security Interests. The Issuer and the Company shall execute and deliver all instruments and shall furnish all information
necessary or appropriate to perfect and protect and continue any security interests created or contemplated by this Loan Agreement
or the Security Documents. The Trustee is hereby authorized to execute continuation statements on behalf of the Issuer and the
Company if either shall fail to do so at any time.


 


Section 12.11.   Information
Under Uniform Commercial Code. The following information is stated in order to facilitate filings under the Uniform
Commercial Code of the State:


 


The secured party is
the Southern Ohio Port Authority. Its address from which information concerning the security interest may be obtained is: 602 7th
Street, Room 404, Portsmouth, Ohio 45662. The Debtor: (a) is a limited liability company organized under the laws of the State;
(b) has the legal name PureCycle: Ohio LLC; and (c) has an address of 5950 Hazeltine National Drive, Suite 650,
Orlando, FL 32822. The Assignee is the Trustee. Its address from which information concerning the assignment of the security interest
may be obtained is 120 South 6th Street, Suite 1400, Minneapolis, Minnesota 55402.


 


Section 12.12.   Consent
of Holders of Bonds. Notwithstanding any provision hereof to the contrary, in the case of any provision of this Loan
Agreement providing for the consent or approval of the Holder of any Bond, the Issuer and Company acknowledge and agree that the
approval or withholding of any requested consent, waiver or approval may be withheld or granted in the Holder’s sole and
absolute discretion.


 


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    	 	 58	 



     


    

 


[Signature Page to Loan Agreement]


 


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


 


		SOUTHERN OHIO PORT AUTHORITY
	 	 	 
	 	By:	/s/ Robert Horton
	 	 	Chairperson
	Attest:	 	 
	 	 	 
	/s/ Mark Ward	 	 
	Secretary-Treasurer, Southern Ohio Port Authority	 	 
	 	 	 
	 	PURECYCLE: OHIO LLC
	 	 	 
	 	By:	/s/ Michael Otworth
	 	Name:   Michael Otworth
	 	Title:     Chief
Executive Officer



 






    S-1


     


    

 





CERTIFICATE


 


The undersigned, Fiscal
Officer of the Southern Ohio Port Authority, hereby certifies that the moneys required to meet the obligations of the Authority
during the year 2020 under the foregoing Loan Agreement have been lawfully appropriated by the Board of Directors of the Authority
for such purposes and are in the treasury of the Authority or in the process of collection to the credit of an appropriate fund,
free from any previous encumbrances.  This certificate is given in compliance with Sections 5705.41 and 5705.44, Ohio Revised
Code.


 


	Dated:  October 7, 2020	 	/s/ Mark Ward
	 	 	 
	 	 	Secretary-Treasurer
	 	 	Southern Ohio Port Authority



 






    S-2


     


    

 


EXHIBIT A-1


 


FORM OF PROMISSORY NOTE


 


(Form of the Series 2020A Promissory
Note)


 


AFTER THE ENDORSEMENT AS HEREON PROVIDED
AND PLEDGE OF THIS NOTE, THIS NOTE MAY NOT BE ASSIGNED, PLEDGED, ENDORSED OR OTHERWISE TRANSFERRED EXCEPT TO AN ASSIGNEE OR
SUCCESSOR OF THE TRUSTEE IN ACCORDANCE WITH THE INDENTURE.


 


SERIES 2020A PROMISSORY NOTE


 


	$219,550,000	 	October 7,
                                         2020



 


PureCycle: Ohio LLC,
an Ohio limited liability company (the “Company”), for value received, promises to pay to the Southern Ohio Port Authority
(the “Issuer”), the principal sum of


 


TWO HUNDRED NINETEEN MILLION FIVE HUNDRED
FIFTY THOUSAND DOLLARS

($219,550,000)


 


and to pay (1) interest on the unpaid
balance of such principal sum from and after the date of this Series 2020A Promissory Note (this “Note”) at the
interest rate or interest rates borne by the Series 2020A Bonds (as defined below) and (2) interest on overdue principal,
and to the extent permitted by law, on overdue interest, at the interest rate provided under the terms of the Series 2020A
Bonds.


 


This Note has been
executed and delivered by the Company pursuant to the Loan Agreement (the “Agreement”), dated as of October 1,
2020, between the Issuer and the Company. Terms used, but not defined herein, shall have the meanings ascribed to such terms in
the Agreement and the Indenture (as defined below).


 


Under the Agreement,
the Issuer has loaned the Company the proceeds received from the sale of the Southern Ohio Port Authority, Exempt Facility Revenue
Bonds (PureCycle Project), Tax-Exempt Series 2020A, dated as of the date of their issuance (the “Series 2020A Bonds”),
and issued by the Issuer in the aggregate principal amount of $219,550,000. The proceeds of the Series 2020A Bonds will be
applied to assist the Company in the financing of the Project. The Company has agreed to repay such loan by making Loan Payments
at the times and in the amounts set forth in the Agreement. The Series 2020A Bonds have been issued, concurrently with the
execution and delivery of this Note, pursuant to, and are secured by, the Indenture of Trust, dated as of October 1, 2020
(the “Indenture”), between the Issuer and UMB Bank, N.A., as trustee (the “Trustee”).


 


If payment or provision
for payment in accordance with the Indenture is made with respect to the principal of, premium, if any, or interest on the Series 2020A
Bonds from moneys other than Loan Payments, this Note shall be deemed paid to the extent such payments or provision for payment
thereof has been made. The Company shall receive a credit against its obligation to make Loan Payments hereunder to the extent
of the moneys delivered to the Trustee for such payments or the provision thereof and any other amounts on deposit in the Bond
Fund and available therefor pursuant to the Indenture. Subject to the foregoing, all Loan Payments shall be in the full amount
required hereunder.


 






    A-1-1


     


    

 


All Loan Payments shall
be payable in lawful money of the United States of America, in immediately available funds, and shall be made to the Trustee at
its corporate trust office for the account of the Issuer, deposited in the Bond Fund and used as provided in the Indenture.


 


The obligation of the
Company to make the payments required hereunder shall be absolute and unconditional, and the Company shall make such payments without
abatement, diminution or deduction, regardless of any cause or circumstances whatsoever, including, without limitation, any defense,
set-off, recoupment or counterclaim which the Company may have or assert against the Issuer, the Trustee or any other person.


 


This Note is subject
to extraordinary, mandatory and optional prepayment, in whole or in part, upon the terms and conditions set forth in Article V
of the Agreement. Any extraordinary, mandatory or optional prepayment is also subject to satisfaction of any applicable notice,
deposit or other requirements set forth in the Agreement or the Indenture.


 


Whenever an Event of
Default under Section 10.1 of the Agreement shall have occurred, the unpaid principal amount of and any premium and accrued
interest on this Note may be declared or may become due and payable as provided in Section 10.2 of the Agreement; provided,
that any annulment of a declaration of acceleration with respect to the Series 2020A Bonds under the Indenture shall also
constitute an annulment of any corresponding declaration with respect to this Note. No recourse shall be had for the payment of
the principal of, premium, if any, or interest on this Note or for any claim based thereon or on the Agreement or any agreement
supplemental thereto, against any incorporator, member, director, trustee, officer, employee or agent, past, present or future,
of the Company, or against any incorporator, member, director, trustee, officer, employee or agent, past, present or future, of
any predecessor or successor corporation, as such, either directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment, penalty
or otherwise, all such liability, whether at common law, in equity, by any constitution, statute or otherwise, of incorporators,
members, directors, trustees, officers, employees or agents, as such, being released as a condition of and consideration for the
execution of the Agreement and the issuance of this Note.


 


CONFESSION OF JUDGMENT.
Except with respect to an Event of Default listed in Sections 2.4(a)(i), 2.4(a)(ii), 2.4(b)(v) and 8.1 of the Loan Agreement,
for which the Trustee shall provide notice of default to the Company and prior to the execution of this confession of judgment
provide the Company with thirty (30) days from the date of such notice for the Company to cure any such default, upon the occurrence
of an Event of Default, the Company hereby submits (and waives all rights to object) to nonexclusive personal jurisdiction in the
State of Ohio and authorizes any attorney designated by Holder or any clerk of any court of record in Ohio or elsewhere to appear
for Company in any court of record and confess judgment against Company without prior hearing in favor of Holder for, and in the
amount of, the outstanding principal balance of this Note, all accrued and unpaid interest thereon, all other amounts payable by
Company to Holder under the terms of this Note, and costs of suit and actual attorneys’ fees incurred by Holder in connection
with such confession of judgment. Holder agrees that in enforcing any judgment by confession, Holder shall not demand, solely with
respect to attorneys’ fees incurred by Holder in connection with such indebtedness for which such judgment is rendered, any
amounts in excess of the actual amount of attorneys’ fees charged or billed to Holder.


 






    A-1-2


     


    

 


Company hereby releases,
to the extent permitted by applicable law, all errors and all rights of exemption, appeal, stay or execution, inquisition and other
rights to which Company may otherwise be entitled under the laws of the United States of America or of any state or possession
of the United States of America now in force and which may hereafter be enacted. Company hereby consents to the immediate execution
of such judgment. The authority and power to appear for and enter judgment against Company shall not be exhausted by one or more
exercises thereof or by any imperfect exercise thereof and shall not be extinguished by any judgment entered pursuant thereto.
Such authority may be exercised on one or more occasions or from time to time in the same or different jurisdictions as often as
Holder shall deem necessary and desirable, for all of which this Note shall be sufficient warrant.


 






    A-1-3


     


    

 


IN WITNESS WHEREOF,
the Company has caused this Note to be executed in its name by its duly authorized officer as of the date first written above.


 


		PURECYCLE: OHIO LLC
	 	 	 
	 	By:	        
	 	Name:	 
	 	Title:	 



 





	WARNING – BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.


 






    A-1-4


     


    

 


ENDORSEMENT


 


Pay, without recourse,
to the order of UMB Bank, N.A., a national banking association duly organized under the laws of the United States, as Trustee under
the Indenture of Trust, dated as of October 1, 2020, between the Trustee and the undersigned.


 


		SOUTHERN OHIO PORT AUTHORITY
	 	 	 
	 	By:	 
	 	 	Chairperson
	 	 	 
	(Seal)	 	 
	 	 	 
	Attest:	 	 
	 	 	 
	Secretary-Treasurer, Southern Ohio Port Authority	 	 



 


	WARNING – BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.



 






    A-1-5


     


    

 


EXHIBIT A-2


 


FORM OF PROMISSORY NOTE


 


(Form of the Series 2020B Promissory
Note)


 


AFTER THE ENDORSEMENT AS HEREON PROVIDED
AND PLEDGE OF THIS NOTE, THIS NOTE MAY NOT BE ASSIGNED, PLEDGED, ENDORSED OR OTHERWISE TRANSFERRED EXCEPT TO AN ASSIGNEE OR
SUCCESSOR OF THE TRUSTEE IN ACCORDANCE WITH THE INDENTURE.


 


SERIES 2020B SUBORDINATE PROMISSORY NOTE


 


	$20,000,000	 	October 7,
                                         2020



 


PureCycle: Ohio LLC,
an Ohio limited liability company (the “Company”), for value received, promises to pay to the Southern Ohio Port Authority
(the “Issuer”), the principal sum of


 


TWENTY MILLION DOLLARS

($20,000,000)


 


and to pay (1) interest on the unpaid
balance of such principal sum from and after the date of this Series 2020B Promissory Note (this “Note”) at the
interest rate or interest rates borne by the Series 2020B Bonds (as defined below) and (2) interest on overdue principal,
and to the extent permitted by law, on overdue interest, at the interest rate provided under the terms of the Series 2020B
Bonds.


 


This Note has been
executed and delivered by the Company pursuant to the Loan Agreement (the “Agreement”), dated as of October 1,
2020, between the Issuer and the Company. Terms used, but not defined herein, shall have the meanings ascribed to such terms in
the Agreement and the Indenture (as defined below).


 


Under the Agreement,
the Issuer has loaned the Company the proceeds received from the sale of the Southern Ohio Port Authority, Subordinate Exempt Facility
Revenue Bonds (PureCycle Project), Tax-Exempt Series 2020B, dated as of the date of their issuance (the “Series 2020B
Bonds”), and issued by the Issuer in the aggregate principal amount of $20,000,000. The proceeds of the Series 2020B
Bonds will be applied to assist the Company in the financing of the Project. The Company has agreed to repay such loan by making
Loan Payments at the times and in the amounts set forth in the Agreement. The Series 2020B Bonds have been issued, concurrently
with the execution and delivery of this Note, pursuant to, and are secured by, the Indenture of Trust, dated as of October 1,
2020 (the “Indenture”), between the Issuer and UMB Bank, N.A., as trustee (the “Trustee”).


 


If payment or provision
for payment in accordance with the Indenture is made with respect to the principal of, premium, if any, or interest on the Series 2020B
Bonds from moneys other than Loan Payments, this Note shall be deemed paid to the extent such payments or provision for payment
thereof has been made. The Company shall receive a credit against its obligation to make Loan Payments hereunder to the extent
of the moneys delivered to the Trustee for such payments or the provision thereof and any other amounts on deposit in the Bond
Fund and available therefor pursuant to the Indenture. Subject to the foregoing, all Loan Payments shall be in the full amount
required hereunder.


 






    A-2-1


     


    




 


All Loan Payments shall
be payable in lawful money of the United States of America, in immediately available funds, and shall be made to the Trustee at
its corporate trust office for the account of the Issuer, deposited in the Bond Fund and used as provided in the Indenture.


 


The obligation of the
Company to make the payments required hereunder shall be absolute and unconditional, and the Company shall make such payments without
abatement, diminution or deduction, regardless of any cause or circumstances whatsoever, including, without limitation, any defense,
set-off, recoupment or counterclaim which the Company may have or assert against the Issuer, the Trustee or any other person.


 


This Note is subject
to extraordinary, mandatory and optional prepayment, in whole or in part, upon the terms and conditions set forth in Article V
of the Agreement. Any extraordinary, mandatory or optional prepayment is also subject to satisfaction of any applicable notice,
deposit or other requirements set forth in the Agreement or the Indenture.


 


Whenever an Event of
Default under Section 10.1 of the Agreement shall have occurred, the unpaid principal amount of and any premium and accrued
interest on this Note may be declared or may become due and payable as provided in Section 10.2 of the Agreement; provided,
that any annulment of a declaration of acceleration with respect to the Series 2020B Bonds under the Indenture shall also
constitute an annulment of any corresponding declaration with respect to this Note. No recourse shall be had for the payment of
the principal of, premium, if any, or interest on this Note or for any claim based thereon or on the Agreement or any agreement
supplemental thereto, against any incorporator, member, director, trustee, officer, employee or agent, past, present or future,
of the Company, or against any incorporator, member, director, trustee, officer, employee or agent, past, present or future, of
any predecessor or successor corporation, as such, either directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment, penalty
or otherwise, all such liability, whether at common law, in equity, by any constitution, statute or otherwise, of incorporators,
members, directors, trustees, officers, employees or agents, as such, being released as a condition of and consideration for the
execution of the Agreement and the issuance of this Note.


 


CONFESSION OF JUDGMENT.
Except with respect to an Event of Default listed in Sections 2.4(a)(i), 2.4(a)(ii), 2.4(b)(v) and 8.1 of the Loan Agreement,
for which the Trustee shall provide notice of default to the Company and prior to the execution of this confession of judgment
provide the Company with thirty (30) days from the date of such notice for the Company to cure any such default, upon the occurrence
of an Event of Default, the Company hereby submits (and waives all rights to object) to nonexclusive personal jurisdiction in the
State of Ohio and authorizes any attorney designated by Holder or any clerk of any court of record in Ohio or elsewhere to appear
for Company in any court of record and confess judgment against Company without prior hearing in favor of Holder for, and in the
amount of, the outstanding principal balance of this Note, all accrued and unpaid interest thereon, all other amounts payable by
Company to Holder under the terms of this Note, and costs of suit and actual attorneys’ fees incurred by Holder in connection
with such confession of judgment. Holder agrees that in enforcing any judgment by confession, Holder shall not demand, solely with
respect to attorneys’ fees incurred by Holder in connection with such indebtedness for which such judgment is rendered, any
amounts in excess of the actual amount of attorneys’ fees charged or billed to Holder.


 






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Company hereby releases,
to the extent permitted by applicable law, all errors and all rights of exemption, appeal, stay or execution, inquisition and other
rights to which Company may otherwise be entitled under the laws of the United States of America or of any state or possession
of the United States of America now in force and which may hereafter be enacted. Company hereby consents to the immediate execution
of such judgment. The authority and power to appear for and enter judgment against Company shall not be exhausted by one or more
exercises thereof or by any imperfect exercise thereof and shall not be extinguished by any judgment entered pursuant thereto.
Such authority may be exercised on one or more occasions or from time to time in the same or different jurisdictions as often as
Holder shall deem necessary and desirable, for all of which this Note shall be sufficient warrant.


 






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IN WITNESS WHEREOF,
the Company has caused this Note to be executed in its name by its duly authorized officer as of the date first written above.


 


		PURECYCLE: OHIO LLC
	 	 	 
	 	By:	        
	 	Name:	 
	 	Title:	 



 


	WARNING – BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.


 






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ENDORSEMENT


 


Pay, without recourse,
to the order of UMB Bank, N.A., a national banking association duly organized under the laws of the United States, as Trustee under
the Indenture of Trust, dated as of October 1, 2020, between the Trustee and the undersigned.


 





		SOUTHERN OHIO PORT AUTHORITY
	 	 	 
	 	By:	 
	 	 	Chairperson
	 	 	 
	(Seal)	 	 
	 	 	 
	Attest:	 	 
	 	 	 
	Secretary-Treasurer, Southern Ohio Port Authority	 	 


 


	WARNING – BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.



 






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EXHIBIT A-3


 


FORM OF PROMISSORY NOTE


 


(Form of the Series 2020C Promissory
Note)


 


AFTER THE ENDORSEMENT AS HEREON PROVIDED
AND PLEDGE OF THIS NOTE, THIS NOTE MAY NOT BE ASSIGNED, PLEDGED, ENDORSED OR OTHERWISE TRANSFERRED EXCEPT TO AN ASSIGNEE OR
SUCCESSOR OF THE TRUSTEE IN ACCORDANCE WITH THE INDENTURE.


 


SERIES 2020C SUBORDINATE PROMISSORY NOTE


 


	$10,000,000	 	October 7,
                                         2020



 


PureCycle: Ohio LLC,
an Ohio limited liability company (the “Company”), for value received, promises to pay to the Southern Ohio Port Authority
(the “Issuer”), the principal sum of


 


TEN MILLION DOLLARS

($10,000,000)


 


and to pay (1) interest on the unpaid
balance of such principal sum from and after the date of this Series 2020C Promissory Note (this “Note”) at the
interest rate or interest rates borne by the Series 2020C Bonds (as defined below) and (2) interest on overdue principal,
and to the extent permitted by law, on overdue interest, at the interest rate provided under the terms of the Series 2020C
Bonds.


 


This Note has been
executed and delivered by the Company pursuant to the Loan Agreement (the “Agreement”), dated as of October 1,
2020, between the Issuer and the Company. Terms used, but not defined herein, shall have the meanings ascribed to such terms in
the Agreement and the Indenture (as defined below).


 


Under the Agreement,
the Issuer has loaned the Company the proceeds received from the sale of the Southern Ohio Port Authority, Subordinate Exempt Facility
Revenue Bonds (PureCycle Project), Taxable Series 2020C, dated as of the date of their issuance (the “Series 2020C
Bonds”), and issued by the Issuer in the aggregate principal amount of $10,000,000. The proceeds of the Series 2020C
Bonds will be applied to assist the Company in the financing of the Project. The Company has agreed to repay such loan by making
Loan Payments at the times and in the amounts set forth in the Agreement. The Series 2020C Bonds have been issued, concurrently
with the execution and delivery of this Note, pursuant to, and are secured by, the Indenture of Trust, dated as of October 1,
2020 (the “Indenture”), between the Issuer and UMB Bank, N.A., as trustee (the “Trustee”).


 


If payment or provision
for payment in accordance with the Indenture is made with respect to the principal of, premium, if any, or interest on the Series 2020C
Bonds from moneys other than Loan Payments, this Note shall be deemed paid to the extent such payments or provision for payment
thereof has been made. The Company shall receive a credit against its obligation to make Loan Payments hereunder to the extent
of the moneys delivered to the Trustee for such payments or the provision thereof and any other amounts on deposit in the Bond
Fund and available therefor pursuant to the Indenture. Subject to the foregoing, all Loan Payments shall be in the full amount
required hereunder.


 






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All Loan Payments shall
be payable in lawful money of the United States of America, in immediately available funds, and shall be made to the Trustee at
its corporate trust office for the account of the Issuer, deposited in the Bond Fund and used as provided in the Indenture.


 


The obligation of the
Company to make the payments required hereunder shall be absolute and unconditional, and the Company shall make such payments without
abatement, diminution or deduction, regardless of any cause or circumstances whatsoever, including, without limitation, any defense,
set-off, recoupment or counterclaim which the Company may have or assert against the Issuer, the Trustee or any other person.


 


This Note is subject
to extraordinary, mandatory and optional prepayment, in whole or in part, upon the terms and conditions set forth in Article V
of the Agreement. Any extraordinary, mandatory or optional prepayment is also subject to satisfaction of any applicable notice,
deposit or other requirements set forth in the Agreement or the Indenture.


 


Whenever an Event of
Default under Section 10.1 of the Agreement shall have occurred, the unpaid principal amount of and any premium and accrued
interest on this Note may be declared or may become due and payable as provided in Section 10.2 of the Agreement; provided,
that any annulment of a declaration of acceleration with respect to the Series 2020C Bonds under the Indenture shall also
constitute an annulment of any corresponding declaration with respect to this Note. No recourse shall be had for the payment of
the principal of, premium, if any, or interest on this Note or for any claim based thereon or on the Agreement or any agreement
supplemental thereto, against any incorporator, member, director, trustee, officer, employee or agent, past, present or future,
of the Company, or against any incorporator, member, director, trustee, officer, employee or agent, past, present or future, of
any predecessor or successor corporation, as such, either directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment, penalty
or otherwise, all such liability, whether at common law, in equity, by any constitution, statute or otherwise, of incorporators,
members, directors, trustees, officers, employees or agents, as such, being released as a condition of and consideration for the
execution of the Agreement and the issuance of this Note.


 


CONFESSION OF JUDGMENT.
Except with respect to an Event of Default listed in Sections 2.4(a)(i), 2.4(a)(ii), 2.4(b)(v) and 8.1 of the Loan Agreement,
for which the Trustee shall provide notice of default to the Company and prior to the execution of this confession of judgment
provide the Company with thirty (30) days from the date of such notice for the Company to cure any such default, upon the occurrence
of an Event of Default, the Company hereby submits (and waives all rights to object) to nonexclusive personal jurisdiction in the
State of Ohio and authorizes any attorney designated by Holder or any clerk of any court of record in Ohio or elsewhere to appear
for Company in any court of record and confess judgment against Company without prior hearing in favor of Holder for, and in the
amount of, the outstanding principal balance of this Note, all accrued and unpaid interest thereon, all other amounts payable by
Company to Holder under the terms of this Note, and costs of suit and actual attorneys’ fees incurred by Holder in connection
with such confession of judgment. Holder agrees that in enforcing any judgment by confession, Holder shall not demand, solely with
respect to attorneys’ fees incurred by Holder in connection with such indebtedness for which such judgment is rendered, any
amounts in excess of the actual amount of attorneys’ fees charged or billed to Holder.


 


Company hereby releases,
to the extent permitted by applicable law, all errors and all rights of exemption, appeal, stay or execution, inquisition and other
rights to which Company may otherwise be entitled under the laws of the United States of America or of any state or possession
of the United States of America now in force and which may hereafter be enacted. Company hereby consents to the immediate execution
of such judgment. The authority and power to appear for and enter judgment against Company shall not be exhausted by one or more
exercises thereof or by any imperfect exercise thereof and shall not be extinguished by any judgment entered pursuant thereto.
Such authority may be exercised on one or more occasions or from time to time in the same or different jurisdictions as often as
Holder shall deem necessary and desirable, for all of which this Note shall be sufficient warrant.


 






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IN WITNESS WHEREOF,
the Company has caused this Note to be executed in its name by its duly authorized officer as of the date first written above.


 


		PURECYCLE: OHIO LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	       
	 	 	 



 





	WARNING – BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.


 






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ENDORSEMENT


 


Pay, without recourse,
to the order of UMB Bank, N.A., a national banking association duly organized under the laws of the United States, as Trustee under
the Indenture of Trust, dated as of October 1, 2020, between the Trustee and the undersigned.


 





		SOUTHERN OHIO PORT AUTHORITY
	 	 	 
	 	By:	 
	 	 	Chairperson
	 	 	 
	(Seal)	 	 
	 	 	 
	Attest:	 	 
	 	 	 
	Secretary-Treasurer, Southern Ohio Port Authority	 	 


 


	WARNING – BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.


 



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