Exhibit 10.1

Execution Version

COLLATERAL AGENCY, INTERCREDITOR AND ACCOUNTS AGREEMENT

dated as of May 28, 2025

by and among

REPAUNO FINANCING HOLDCO LLC,

a Delaware limited liability company,

DELAWARE RIVER PARTNERS LLC,

a Delaware limited liability company,

DRP URBAN RENEWAL 1, LLC,

a New Jersey limited liability company,

DRP URBAN RENEWAL 2, LLC,

a New Jersey limited liability company,

DRP URBAN RENEWAL 3, LLC,

a New Jersey limited liability company,

DRP URBAN RENEWAL 4, LLC,

a Delaware limited liability company,

DRP URBAN RENEWAL 5, LLC,

a Delaware limited liability company,

UMB BANK, N.A.,

as the Bond Trustee for the DRP 4 Series 2025 Bonds,

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as the Administrative Agent for the Taxable Term Loan,

UMB BANK, N.A.,

as the Collateral Agent

and

each REPAUNO ENTITY (as defined herein) and SECURED PARTY (as defined herein) from time to time party hereto,

UMB BANK, N.A.,

as the Account Bank

ARTICLE I DELIVERY OF FINANCING DOCUMENTS			2

	Section 1.01	Delivery of Financing Documents	2

ARTICLE II THE COLLATERAL AGENT			2

	Section 2.01	Appointment	2

	Section 2.02	Duties and Responsibilities	3

	Section 2.03	Authorization	5

	Section 2.04	Administrative Actions	5

	Section 2.05	Determination of Amounts and Secured Obligations	5

	Section 2.06	Employment of Agents	6

	Section 2.07	Reliance of Collateral Agent	7

	Section 2.08	Non-Reliance on Collateral Agent	7

	Section 2.09	Collateral Agent in Individual Capacity	8

	Section 2.10	Collateral Agent Under No Obligation	8

	Section 2.11	Resignation and Removal; Successor Collateral Agent; Individual Collateral Agent	8

	Section 2.12	Books and Records; Reports	10

	Section 2.13	Authorization of Collateral Agent to Recover Compensation, Fees and Expenses	10

	Section 2.14	No Consequential Damages	11

	Section 2.15	Force Majeure	11

	Section 2.16	Additional Protections	11

	Section 2.17	No Liability for Clean-up of Hazardous Materials	11

	Section 2.18	Merger of the Collateral Agent	12

	Section 2.19	Transfer to an Affiliate	12

	Section 2.20	Subordination of Lien; Waiver of Set-Off	12

	Section 2.21	Additional Project Accounts and Other Bank and Securities Accounts	12

	Section 2.22	Other Agreements	13

	Section 2.23	Notice of Adverse Claims	13

ARTICLE III REPAUNO REMAINS LIABLE			13

ARTICLE IV REASONABLE CARE			14

ARTICLE V THE PROJECT ACCOUNTS			14

	Section 5.01	Establishment of Project Accounts	14

	Section 5.02	Revenue Account	17

	Section 5.03	Loss Proceeds Account	23

	Section 5.04	Construction Account	24

	Section 5.05	Debt Service Reserve Account	29

	Section 5.06	Repair and Replacement Reserve Account	32

	Section 5.07	Ramp-Up and Project Operating Reserve Account	33

	Section 5.08	[Reserved]	34

	Section 5.09	Mandatory Prepayment Account.	34

	Section 5.10	Distribution Account	35

	Section 5.11	Equity Lock-Up Account.	36

	Section 5.12	Capital Projects Account	36

	Section 5.13	Operating Accounts and Equity Funded Account	37

	Section 5.14	Funds as Collateral	37

	Section 5.15	Investment	38

	Section 5.16	Withdrawal and Application of Funds; Priority of Transfers from Project Accounts; Secured Obligation Event of Default	39

	Section 5.17	Termination of Project Accounts	40

	Section 5.18	Securities Intermediary	40

	Section 5.19	Account Bank	42

	Section 5.20	Change of Deposit Account Bank	43

	Section 5.21	Inadequately Identified Amounts	43

	Section 5.22	Tax Reporting	44

ARTICLE VI RELATIVE PRIORITIES			44

ARTICLE VII SHARING; ADDITIONAL SECURED PARTIES; PROVISIONS RELATED TO PERMITTED SWAP AGREEMENTS			44

	Section 7.01	Basic Agreement	44

	Section 7.02	Payments Received by Certain Secured Parties	45

	Section 7.03	Amounts Not Subject to Sharing	45

	Section 7.04	Presumption Regarding Payments	45

	Section 7.05	No Separate Security	46

	Section 7.06	Additional Secured Parties	46

	Section 7.07	Secured Party Lists	47

	Section 7.08	Mortgage and Title Policy Amendments	47

	Section 7.09	Additional Provisions Related to Permitted Swap Agreements	48

ARTICLE VIII DECISION MAKING; VOTING; NOTICE AND PROCEDURES			50

	Section 8.01	Decision Making	50

	Section 8.02	Intercreditor Votes: Each Party’s Entitlement to Vote	50

	Section 8.03	Intercreditor Votes: Votes Allocated to Each Party	51

	Section 8.04	Notification of Matters	51

	Section 8.05	Notice of Amounts Owed	52

ARTICLE IX COLLATERAL AND REMEDIES			52

	Section 9.01	Administration of Collateral	52

	Section 9.02	Notice of Secured Obligation Event of Default	52

	Section 9.03	Enforcement of Remedies	53

	Section 9.04	Reliance on Information	54

	Section 9.05	Allocation of Collateral Proceeds	54

	Section 9.06	Remedies of the Secured Parties	54

	Section 9.07	Secured Party Information	54

	Section 9.08	Application of Proceeds	55

ARTICLE X SPECIAL COVENANTS			60

	Section 10.01	Maintenance of Existence	60

	Section 10.02	Capital Projects	60

	Section 10.03	Accounts and Reporting	60

	Section 10.04	Project Accounts	61

	Section 10.05	Use of Proceeds; Tax Covenant	61

	Section 10.06	Further Assurances and Corrective Instruments	62

	Section 10.07	Recording and Filing; Other Instruments	62

	Section 10.08	Special Purpose Entity	62

	Section 10.09	Organizational Documents	65

	Section 10.10	Limitation on Indebtedness	65

	Section 10.11	Permitted Investments	66

	Section 10.12	Change in Name, Place of Business or Fiscal Year	66

	Section 10.13	Negative Pledge	66

	Section 10.14	Access to the Projects	66

	Section 10.15	Nationally Recognized Rating Agencies	67

	Section 10.16	Continuing Disclosure.	67

iii

	Section 10.17	Material Project Contracts.	67

	Section 10.18	No Distributions	68

	Section 10.19	Technical Advisor	68

	Section 10.20	Hazardous Substances	68

	Section 10.21	Collateral Assignment of Material Project Contracts	69

	Section 10.22	[Reserved]	69

	Section 10.23	Special Covenant Event of Default	69

ARTICLE XI COMPENSATION, INDEMNITY AND EXPENSES			69

	Section 11.01	Compensation; Fees and Expenses	69

	Section 11.02	Repauno Indemnification	70

ARTICLE XII TERMINATION			70

ARTICLE XIII AMENDMENTS; WAIVERS; INSTRUCTIONS			71

	Section 13.01	Modifications Generally	71

	Section 13.02	Modifications Requiring All Secured Parties	72

	Section 13.03	Additional Modifications Allowed Without Consent	73

	Section 13.04	Effect of Amendment on the Agents	73

	Section 13.05	Amendments; Waivers	74

ARTICLE XIV MISCELLANEOUS PROVISIONS			74

	Section 14.01	Additional Repauno Entities; Further Assurances	74

	Section 14.02	Successors and Assigns	75

	Section 14.03	Notices	75

	Section 14.04	Counterparts	78

	Section 14.05	Governing Law; Consent to Jurisdiction; WAIVER OF JURY TRIAL; Waiver of Venue; Service of Process	78

	Section 14.06	Captions	79

	Section 14.07	Severability	79

	Section 14.08	Third Party Beneficiaries	79

	Section 14.09	Entire Agreement	79

	Section 14.10	Conflict with Other Agreements	80

	Section 14.11	Reinstatement	80

	Section 14.12	Collateral Agent’s Rights	80

	Section 14.13	Joint and Several Obligations	80

Exhibits

Exhibit A	Definitions and Rules of Interpretation

Exhibit B	Form of Funds Transfer Certificate

Exhibit C	Accounts

Exhibit D	Form of Incumbency Certificate

Exhibit E	Form of Distribution Release Certificate

Exhibit F	Form of Accession Agreement

Exhibit G	Form of Reaffirmation Agreement

Exhibit H	Form of Mortgage Modification Certificate

Exhibit I	Form of Construction Account Withdrawal Certificate

Exhibit J	Form of Technical Advisor Certificate

Exhibit K	Form of Equity Transfer Certificate

Exhibit L	Form of Collateral Assignment of Material Project Contracts

Attachments

Attachment A	Closing Date Permitted Indebtedness

Attachment B	Material Project Contracts

COLLATERAL AGENCY, INTERCREDITOR AND ACCOUNTS AGREEMENT

This COLLATERAL AGENCY, INTERCREDITOR AND ACCOUNTS AGREEMENT (this “Agreement” or the “Collateral Agency Agreement”), dated as of May 28, 2025 is made by and among Repauno Financing Holdco LLC, a Delaware limited liability company (“Repauno Holdco”), Delaware River Partners LLC, a Delaware limited liability company (“DRP” and, together with Repauno Holdco, the “Pledgors”); DRP Urban Renewal 1, LLC, a New Jersey limited liability company (“DRP 1”); DRP Urban Renewal 2, LLC, a New Jersey limited liability company (“DRP 2”); DRP Urban Renewal 3, LLC, a New Jersey limited liability company (“DRP 3”); DRP Urban Renewal 4, LLC, a Delaware limited liability company (“DRP 4”); DRP Urban Renewal 5, LLC, a Delaware limited liability company (“DRP 5”, and collectively with DRP, DRP 1, DRP 2, DRP 3, DRP 4, and each other entity other than DRP that is, as of the date hereof, or thereafter becomes, a direct or indirect subsidiary of either of the Pledgors, the “Repauno Entities”; and the Repauno Entities, collectively with Repauno Holdco, the “Repauno Group”, and each a “Repauno Group Member”); UMB Bank, N.A., in its capacity as the Bond Trustee on behalf of the Owners of the DRP 4 Series 2025 Bonds; UMB Bank, N.A., in its capacity as collateral agent on behalf of itself and the Secured Parties (in such capacity, together with any permitted successors and assigns, the “Collateral Agent”), UMB Bank, N.A., in its capacity as securities intermediary and account bank (in such capacities, together with any permitted successors and assigns, the “Account Bank”), Deutsche Bank Trust Company Americas, as the Administrative Agent for the Taxable Term Loan, and each other Secured Party that is, as of the date hereof, or thereafter becomes, a party hereto. All capitalized terms used herein but not otherwise defined herein shall have the respective meanings given to such terms in Exhibit A. The rules of interpretation set forth in Exhibit A hereto shall apply to this Agreement.

RECITALS

A. WHEREAS, each Repauno Entity is authorized by law and deems it desirable to enter into this Agreement for the purpose of providing for the issuance from time to time of Secured Obligations in connection with the lawful and proper purposes of the Repauno Entities;

B. WHEREAS, pursuant to the Security Agreement and certain other Security Documents, each Repauno Entity has granted a first-priority security interest in, to and under the Collateral (subject to Permitted Security Interests) as security for the payment and performance of all Secured Obligations in accordance with such Security Documents.

C. WHEREAS, pursuant to the Pledge Agreement, each Pledgor has granted a first-priority security interest in, to and under the Pledged Collateral (subject to Permitted Security Interests) as security for the payment and performance of all Secured Obligations in accordance with the Pledge Agreement.

D. WHEREAS, each Repauno Entity may from time to time incur other Secured Obligations pursuant to and under the Secured Obligation Documents (as defined herein) applicable to such Repauno Entity and, subject to the terms and conditions set forth in Section 7.06, the Secured Parties under such Secured Obligation Documents may accede to and have the benefits and obligations of this Agreement and the other Security Documents.

E. WHEREAS, the parties hereto desire to appoint UMB Bank, N.A., as Collateral Agent and Account Bank, and UMB Bank, N.A. accepts such appointment as Collateral Agent and Account Bank on the terms and with the duties to be performed as provided herein and in the Security Documents.

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

ARTICLE I

DELIVERY OF FINANCING DOCUMENTS

Section 1.01 Delivery of Financing Documents. True and correct copies of the applicable Financing Documents required to be delivered on each Closing Date shall, on such Closing Date, be furnished to the Collateral Agent by the Repauno Entities. True and correct copies of (a) the Financing Documents required to be delivered on the Closing Date for the DRP 4 Series 2025 Bonds, and (b) the Financing Documents required to be delivered on the Closing Date for the Taxable Term Loan, have been furnished in accordance with this Section 1.01.

ARTICLE II

THE COLLATERAL AGENT

Section 2.01 Appointment.

(a) The Secured Debt Representatives (on behalf of the Secured Parties) hereby appoint UMB Bank, N.A. as collateral agent for the benefit of the Secured Parties with respect to the Security Interests on the Collateral and the rights and remedies granted pursuant to the Security Documents. The Secured Parties authorize and direct the Collateral Agent to enter into the Financing Documents to which the Collateral Agent is a party.

(b) UMB Bank, N.A. accepts such appointment and agrees to act as Collateral Agent in accordance herewith.

(c) The Secured Debt Representatives hereby authorize and direct the Collateral Agent to act in accordance with the terms of this Agreement notwithstanding any contrary provision in the other Security Documents or the other Secured Obligation Documents with respect to Enforcement Actions, the application of any Collateral or proceeds thereof and matters set forth in Section 2.04 below.

(d) The Secured Debt Representatives hereby authorize and direct the Collateral Agent to act in accordance with the terms of any Permitted Subordinated Debt with respect to:

(i) actions that may be taken at any general meeting of creditors of any Repauno Group Member in the event of any liquidation, reorganization, dissolution, winding up or composition or readjustment of any Repauno Group Member or any Repauno Group Member’s interests (whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, liquidation, receivership proceedings, or upon a general assignment for the benefit of any Repauno Group Member’s creditors or any other marshalling of the assets and liabilities of any Repauno Group Member, or otherwise), if all Bond Obligations, all Taxable Term Loan Obligations and all other Additional Senior Secured Indebtedness have not been paid in full at such time;

(ii) such actions as the Collateral Agent (acting at the direction of the Secured Debt Representatives of the Required Secured Creditors) may deem necessary for the enforcement of the subordination provisions contained in such Permitted Subordinated Debt; and

(iii) turnover of payments.

(e) Subject to the terms herein, the Collateral Agent hereby accepts and agrees to, and each Repauno Group Member hereby acknowledges and consents to, the foregoing authorization and direction of the Secured Debt Representatives.

Section 2.02 Duties and Responsibilities.

(a) The Collateral Agent agrees to administer this Agreement and the other Security Documents to which it is a party as Collateral Agent and to perform its duties and obligations as the Collateral Agent hereunder in accordance with the terms hereof. The Collateral Agent shall have no duties or responsibilities except those expressly set forth herein or in the other Security Documents to which it is a party as the Collateral Agent, and no duties or responsibilities shall be inferred or implied against the Collateral Agent and no implied covenants or obligations shall be read into this Agreement or any such other Security Documents against the Collateral Agent. After any Secured Obligation Event of Default, the Collateral Agent shall be entitled to enforce this Agreement and to act as the disbursing and collecting agent for the Secured Parties with respect to all payments and collections arising in connection with the Financing Documents, and among other remedies, to foreclosure upon, collect and dispose of the Collateral and to apply the proceeds therefrom, for the benefit of the Secured Parties, as provided herein.

(b) The Collateral Agent shall not be required to exercise any discretion or take any action in its discretion, but shall only be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Secured Creditors (or, where expressly required by the terms of the Secured Obligation Documents, such other proportion of the holders of Secured Obligations) and upon receipt of indemnity from the Repauno Group or the other Secured Parties reasonably satisfactory to the Collateral Agent, if requested, such instructions shall be binding upon the Collateral Agent and each of the Secured Parties; provided, however, that the Collateral Agent shall not be required to take any action which is contrary to any provision hereof, any provision of the other Security Documents or applicable Law.

(c) Notwithstanding any other provision of the Security Documents, in no event shall the Collateral Agent be required to foreclose on, or take possession of, the Collateral, if, in the reasonable judgment of the Collateral Agent, such action would be in violation of any applicable Law, rule or regulation pertaining thereto, or if the Collateral Agent reasonably believes that such action would result in the incurrence of liability by the Collateral Agent for which it is not fully indemnified by the Repauno Group to the extent required by this Agreement, including pursuant to Sections 2.10 and 11.02 of this Agreement, by application of the Collateral pursuant to this Agreement, or by the Secured Parties.

(d) The Collateral Agent shall not be responsible to the Secured Parties for (i) any recitals, statements, representations or warranties by any Repauno Group Member or any of the Secured Parties (other than its own, in its capacity as a Secured Party) contained in this Agreement or the other Secured Obligation Documents, or any certificate or other document delivered by any Repauno Group Member or any of the Secured Parties thereunder, (ii) the value, validity, effectiveness, genuineness, enforceability (other than as to the Collateral Agent with respect to such documents to which the Collateral Agent is a party) or, except as may otherwise be required by law, sufficiency of this Agreement or any other document referred to or provided for herein or therein or of the Collateral held by the Collateral Agent hereunder, (iii) the performance or observance by any Repauno Group Member or any of the Secured Parties (other than as to itself) of any of their respective agreements contained herein or therein, nor shall the Collateral Agent be liable because of the invalidity or unenforceability of any provisions of this Agreement (other than as to itself), or (iv) the validity, perfection, priority or enforceability of the Security Interests (including filings related thereto) on any of the Collateral, the validity of the title of any Repauno Group Member, as applicable, to the Collateral, insuring the Collateral or the payment of Taxes, charges, assessments or Security Interests on the Collateral or otherwise as to the maintenance of the Collateral.

(e) The Collateral Agent may at any time request instructions from the Required Secured Creditors as to a course of action to be taken by it hereunder and under any of the Security Documents or in connection herewith and therewith or any other matters relating hereto and thereto, and the Collateral Agent shall be fully justified in failing or refusing to take any such action (unless such action is expressly provided for under the Security Documents) if it shall not have received such written instruction and if requested, indemnity from the Repauno Group or the other Secured Parties reasonably satisfactory to it. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim or confer any rights on any other party hereto.

(f) Neither the Collateral Agent, the Account Bank nor any of their directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except that the Collateral Agent and Account Bank shall be liable for its or their own gross negligence, bad faith or willful misconduct.

(g) The Collateral Agent shall not be responsible for and makes no representation as to the validity, legality, enforceability, sufficiency or adequacy of any Bond Indenture, the Bonds or the Security Documents or the Collateral covered thereby, and it shall not be accountable for any Repauno Entity’s use of any Bonds, the proceeds from any Bonds, or any money paid to any Repauno Entity pursuant to the provisions hereof, and the Collateral Agent shall not be responsible for any statement of any Repauno Entity, as applicable, in any Bond Indenture, the Security Documents or any document issued in connection with the sale of any Bonds, or any statement in any Bonds, other than, with respect to the applicable Bond Trustee, its respective certificate of authentication. Neither any Bond Trustee nor the Collateral Agent make any representations with respect to the effectiveness or adequacy of this Agreement.

Section 2.03 Authorization. The Secured Debt Representatives (on behalf of the Secured Parties), hereby authorize the Collateral Agent to (a) execute, deliver and perform in such capacity under this Agreement and each other Secured Obligation Document to which the Collateral Agent is or is intended to be a party, (b) exercise and enforce any and all rights, powers and remedies provided to the Collateral Agent or to any of the Secured Parties by this Agreement, any other Secured Obligation Document, any applicable Law, or any other document, instrument, or agreement, and (c) take any other action authorized under this Agreement and any other Secured Obligation Document to which the Collateral Agent is a party.

Section 2.04 Administrative Actions. The Collateral Agent may, but shall not be obligated (unless directed in accordance with this Agreement or any other Secured Obligation Document to take a specific action) to, take such action as it deems necessary to perfect or continue the perfection of the Security Interests on the Collateral held for the benefit of the Secured Parties. The Collateral Agent shall not release, share or subordinate any of the Collateral held for the benefit of the Secured Parties, or any Security Interests in the Collateral held for the benefit of the Secured Parties, except: (a) subject to Section 13.02, upon written direction of the Secured Debt Representatives representing at least the Required Secured Creditors (acting on behalf of the Secured Parties in accordance with the terms of the Secured Obligation Documents); (b) upon Payment in Full, as certified to the Collateral Agent by all of the Secured Debt Representatives (acting in accordance with the terms of the Secured Obligation Documents); (c) for Collateral consisting of a debt instrument if the indebtedness evidenced thereby has been paid in full, as certified to the Collateral Agent by the applicable Secured Debt Representative (acting in accordance with the Secured Obligation Documents); (d) upon receipt of a certificate of the applicable Repauno Group Member certifying that such release, sharing or subordination is expressly permitted under the Secured Obligation Documents; or (e) upon receipt of a certificate of the applicable Repauno Group Member certifying such Collateral has become an Excluded Asset (as defined in the Security Agreement), or certifying that such Collateral is to become an Excluded Asset (as defined in the Security Agreement) and the prior or simultaneous release, sharing or subordination of such Collateral or the Security Interests therein is necessary in connection therewith. Upon the written request by the Collateral Agent, the applicable Repauno Group Member, at any time: the Secured Debt Representatives of the Required Secured Creditors will confirm in writing the Collateral Agent’s authority to release, share or subordinate particular types or items of Collateral pursuant to this Section and the Secured Debt Representatives hereby agree to provide such confirmations (provided with respect to the Bond Trustee, the Bond Trustee shall only be obligated to provide such confirmation if directed by the Majority Holders (as defined in the applicable Bond Indenture)). The Collateral Agent shall execute and deliver such documents and instruments as the applicable Repauno Group Member may request to evidence such release, sharing or subordination permitted above, including any subordination and non-disturbance agreements and reciprocal easement agreements.

Section 2.05 Determination of Amounts and Secured Obligations. Upon the written request of the Collateral Agent or any Repauno Entity: the Secured Debt Representatives (on behalf of the Secured Parties) and any Additional Senior Unsecured Indebtedness Holders (or their designated agent) shall promptly deliver to the Collateral Agent (with a copy to each Secured Party and Additional Senior Unsecured Indebtedness Holder, if any) a certificate, dated the date of delivery thereof and signed by such party, as to (a) the identity and address of such Secured Party or Additional Senior Unsecured Indebtedness Holder (provided, for the avoidance of doubt, in the case of any Bond Trustee, such Bond Trustee shall only be required to provide the names and addresses of the registered owner of the applicable Bonds), (b) the principal amount of the Financing Obligations then outstanding held by such Secured Party or Additional Senior Unsecured Indebtedness Holder, (c) in the case of any such certificate being delivered in contemplation of the application of amounts received by the Collateral Agent in respect of the Collateral pursuant to Article IX hereof, the amount of interest on the Financing Obligations owing and any other amounts in respect of the Financing Obligations owing to such Secured Party or Additional Senior Unsecured Indebtedness Holder, as the case may be (in the case of any such other amounts, accompanied by appropriate evidence thereof), or (d) in the event any of the Financing Obligations shall have become or been declared to be due and payable, the principal amount of such Financing Obligations then due and payable to such Secured Party or Additional Senior Unsecured Indebtedness Holder, as the case may be (to the extent that such information is different from that provided in clause (b) above). The Collateral Agent shall be entitled to rely on certifications received by it from any Secured Debt Representative for the purposes of determining the amount of the Secured Obligations then outstanding held by such Secured Party in accordance with the preceding sentence and from any agent designated as such by any Additional Senior Unsecured Indebtedness Holder for purposes of determining the then outstanding amount of Additional Senior Unsecured Indebtedness held by such Additional Senior Unsecured Indebtedness Holder (in each case, which certificates shall be given substantially contemporaneously with the corresponding action (as permitted by this Agreement) being taken); provided that in the absence of the Collateral Agent’s receipt of any certification requested by it pursuant to this section, the Collateral Agent shall be entitled (but not obligated) to take such action if the Collateral Agent shall have sufficient knowledge to make any determination required to be made in connection with such action.

Section 2.06 Employment of Agents. The Collateral Agent may, at the Repauno Group’s reasonable cost and expense, employ or retain such agents, counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining, administering and discharging its rights and duties hereunder and under the other Security Documents. In the absence of the Collateral Agent’s gross negligence, bad faith or willful misconduct in employing or retaining any such counsel, accountants, appraisers, experts or advisors, the Collateral Agent may act and rely, and shall be protected in acting and relying, in good faith, on the opinion or advice of or information obtained from any such counsel, accountant, appraiser or other expert or advisor, whether retained or employed by any Repauno Group Member for the benefit of the Collateral Agent, or by the Collateral Agent, in relation to any matter arising in the administration hereof or in the determination or discharging of its rights and duties hereunder, and shall not be responsible for any act or omission on the part of any of them or for acting or relying in good faith on the opinion or advice or information obtained from such expert or advisor. In addition, subject to Section 2.02(f), the Collateral Agent shall not be liable for any acts or omissions of its nominees, correspondents, designees, agents, subagents or subcustodians appointed with due care.

Section 2.07 Reliance of Collateral Agent. In connection with the performance of its duties hereunder, the Collateral Agent shall be entitled to rely conclusively upon, and shall be fully protected in acting or refraining from acting if the action or non-action (as applicable) is in accordance with, any written certification, notice, instrument, opinion, request, consent, order, approval, direction or other written communication (including any thereof by facsimile or electronic communication or signature) of a Secured Debt Representative (including, but not limited to, instructions under Section 2.02(e) hereof), any Repauno Group Member or any Secured Party (in each case, to the extent such Person is entitled to issue such instruction or other communication to the Collateral Agent pursuant to this Agreement), that the Collateral Agent in good faith reasonably believes to be genuine and to have been signed or sent by or on behalf of the proper Person or Persons, and it shall be entitled to rely conclusively upon the due execution, validity and effectiveness, and the truth, correctness and acceptability of, any provisions contained therein. The Collateral Agent shall not have any responsibility to make any investigation into the facts or matters stated in any notice, certificate, instrument, demand, request, direction, instruction, or other communication furnished to it. Whenever this Agreement specifies that any instruction or consent by a Secured Debt Representative is to be given in accordance with the terms of the applicable Secured Obligation Documents, the Collateral Agent shall be entitled to rely upon any such instruction or consent by such Secured Debt Representative (which instruction or consent need not state that it is given in accordance with the terms of the applicable Secured Obligation Documents), and the Collateral Agent may presume without investigation that any such instruction or consent by such Secured Debt Representative has been given in accordance with the terms of the applicable Secured Obligation Documents.

Section 2.08 Non-Reliance on Collateral Agent. Each of the Repauno Group Members and each of the Secured Debt Representatives hereby expressly acknowledge that neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Collateral Agent hereafter taken shall be deemed to constitute any representation or warranty by the Collateral Agent to any other Secured Party or any Repauno Group Member. Except for any notices, reports and other documents expressly required to be furnished to the other Secured Parties by the Collateral Agent hereunder, the Collateral Agent shall not have any duty or responsibility to provide any other Secured Party with any credit or other information concerning the business, operations, property, condition (financial or other), prospects or creditworthiness of any Repauno Group Member or any other Person that may come into the possession of the Collateral Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. UMB Bank, N.A. is entering into this Agreement and the other Security Documents solely in its capacities as Collateral Agent and as Account Bank and not in its individual capacity and in no case shall UMB Bank, N.A. (or any Person acting as successor, Collateral Agent or Account Bank under this Agreement) be personally liable for or on account of any of the statements, representations, warranties, covenants or obligations of any Repauno Group Member, hereunder or thereunder, all such liability, if any, being expressly waived by the parties hereto and any person claiming by, through or under such party. Each Bond Trustee is entering into this Agreement and the applicable other Security Documents solely in its capacity as a Bond Trustee for the benefit of the Owners of the applicable Bonds and not in its individual capacity, and in no case shall any Bond Trustee be personally liable for or on account of any of the statements, representations, warranties, covenants or obligations of any Repauno Group Member, hereunder or thereunder, all such liability, if any, being expressly waived by the parties hereto and any person claiming by, through or under such party. The Taxable Term Loan Administrative Agent is entering into this Agreement and the applicable other Security Documents solely in its capacity as the administrative agent for the lenders of the Taxable Term Loan. This Section 2.08 shall survive the payment of all Secured Obligations payable to the Secured Parties. Except when the Collateral Agent has been directed to do so in writing by the Required Secured Creditors (or, where expressly required by the terms of the Secured Obligation Documents, such other proportion of the holders of Secured Obligations), nothing herein shall require the Collateral Agent to file financing statements or to monitor or verify the filing of financing statements (or amendments thereto) and the information contained therein.

Section 2.09 Collateral Agent in Individual Capacity. The Agent Bank and its Affiliates may make loans to, issue letters of credit in favor of, accept deposits from and generally engage in any kind of business with any Repauno Entity and its respective Affiliates as though the Agent Bank were not the Collateral Agent hereunder and under the Security Documents. With respect to Secured Obligations made or renewed by it in its individual capacity, if any, the Agent Bank in its individual capacity shall have the same rights and powers under this Agreement and the Secured Obligation Documents as any other Secured Party and may exercise the same as though it were not the Collateral Agent, and the term “Secured Party” shall include the Agent Bank in its individual capacity.

Section 2.10 Collateral Agent Under No Obligation. None of the provisions of the Security Documents shall be construed to require the Collateral Agent to expend or risk its own funds or otherwise to incur any personal liability, financial or otherwise, in the performance of any of its duties hereunder or thereunder, except that the Collateral Agent shall bear its own ordinary course business expenses (to the extent not covered by the fees and expenses expressly set forth in the UMB Fee Schedule attached hereto). The Collateral Agent shall be under no obligation to perform any duty or exercise any of the rights or powers vested in it by the Secured Obligation Documents unless the Collateral Agent shall have been offered security or indemnity from the Repauno Group or the other Secured Parties reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in performing such duty or exercising such rights or powers (including interest thereon from the time incurred until reimbursed).

Section 2.11 Resignation and Removal; Successor Collateral Agent; Individual Collateral Agent.

(a) The Collateral Agent may resign at any time by giving at least sixty (60) days’ prior written notice thereof to the Secured Debt Representatives and the Repauno Group, and the Collateral Agent may be removed at any time with or without cause by the Required Secured Creditors upon thirty (30) days’ written notice thereof to the Collateral Agent, the Secured Debt Representatives and the Repauno Group, in any case such resignation or removal to be effective only upon the appointment and acceptance of a successor Collateral Agent as provided below. In connection with any such resignation or removal, the Required Secured Creditors shall have the right to appoint a successor collateral agent that, so long as no Secured Obligation Event of Default has occurred and is continuing, shall be reasonably acceptable to the Repauno Group. If no successor Collateral Agent shall have been so appointed by the Required Secured Creditors prior to the effective date of the resignation or removal of the Collateral Agent, then the Collateral Agent may, on behalf of the Secured Parties, apply to a court of competent jurisdiction (with notice to the Secured Debt Representatives and the Repauno Group) for the appointment of a successor Collateral Agent. Any successor Collateral Agent shall be a bank organized under the laws of the U.S. or any state thereof that has an office in the State of New York, the appointment of which bank as Collateral Agent will not cause any of the parties hereto or their respective Affiliates to be in contravention of applicable Law, and which agrees to administer the Collateral in accordance with the terms hereof and of the other Security Documents and at the time of appointment and acceptance shall have a total capital stock and unimpaired surplus of not less than $500,000,000 and, so long as no Secured Obligation Event of Default has occurred and is continuing, shall be reasonably acceptable to the Repauno Group. UMB Bank, N.A. hereby represents and confirms that it meets the qualifications provided in the preceding sentence. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, obligations and duties of the retiring or removed Collateral Agent, and the retiring or removed Collateral Agent shall be discharged from its duties and responsibilities hereunder. After any retiring or removed Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Agreement (including Sections 2.14, 10.01 and 10.02) shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent hereunder.

(b) If at any time the Collateral Agent shall determine that it shall be necessary or appropriate under applicable Law, or in order to permit the taking of any action that is required or permitted to be taken hereunder, the Collateral Agent and the Repauno Group Members (with written notice to the Secured Debt Representatives) shall execute and deliver all instruments necessary to appoint any Person that meets the requirements for a successor Collateral Agent as set forth in Section 2.11(a) relating to (i) non-contravention of applicable Law, and (ii) agreeing to the terms on which the Collateral will be managed, as a Co-Collateral Agent (“Co-Collateral Agent”) or, if such Person meets all the requirements set forth in Section 2.11(a) above, as substitute Collateral Agent, with respect to all or any portion of the Collateral, in any case with such powers, rights, duties, obligations and immunities conferred upon the Collateral Agent hereunder as may be specified therein. If any Repauno Group Member shall nevertheless refuse to join in the execution of any such instrument within ten (10) Business Days of any written request therefor by the Collateral Agent or if any Secured Obligation Event of Default shall have occurred and is continuing, the Collateral Agent may act under (and in accordance with) the foregoing provisions without the concurrence of such Repauno Group Member; and each Repauno Group Member hereby irrevocably makes, constitutes and appoints the Collateral Agent as the agent and attorney-in-fact for such Repauno Group Member to act for it for the limited purpose of performing such Repauno Group Member’s obligations under the provisions of (and in accordance with) this paragraph (b) (such power being coupled with an interest and irrevocable).

Every Co-Collateral Agent shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) all rights and powers conferred or imposed upon the Collateral Agent may be conferred or imposed upon and may be exercised or performed by such Co-Collateral Agent as specified in the instrument appointing such Co-Collateral Agent;

(ii) no Collateral Agent shall be personally liable by reason of any act or omission of any other Collateral Agent or Co-Collateral Agent hereunder; and

(iii) a Co-Collateral Agent shall not be required to meet the conditions of eligibility under Section 2.11(a) if such Co-Collateral Agent holds only an insubstantial amount of the Collateral, as determined by the Required Secured Creditors.

Section 2.12 Books and Records; Reports.

(a) The Collateral Agent shall at all times keep, or cause to be kept, proper books of record and account in which complete and accurate entries shall be made of all transactions relating to the Financing Obligations, Project Revenues and all Project Accounts (other than any Operating Account, the Equity Funded Account and any Collection Account) established pursuant to this Agreement. Such books of record and accounts shall be available for inspection (or the receipt of copies of such books or excerpts thereof) by the Secured Parties, or their agents or representatives duly authorized in writing, at reasonable hours and under reasonable circumstances and upon reasonable prior written request. Any costs, fees or expenses of such inspections or copies shall be paid to the Collateral Agent, Dissemination Agent, the applicable Bond Trustee, or any other applicable Secured Debt Representative by the applicable Repauno Entity. The Collateral Agent shall provide the applicable Repauno Entity with written notice of any such inspection or copy request.

(b) Within fifteen (15) days after the end of each month, the Collateral Agent shall furnish to the Secured Debt Representatives and the applicable Repauno Entity, a report that shall set forth in reasonable detail the account balances, receipts, disbursements, transfers, investment transactions and accruals for each of the Project Accounts (other than any Operating Account, the Equity Funded Account and any Collection Account) during such month. The requirements of this Section 2.12 shall be performed by the Collateral Agent by granting the Secured Debt Representatives and the applicable Repauno Entity online, read-only access to the Project Accounts.

(c) The Collateral Agent shall maintain records of all receipts, disbursements, and investments of funds with respect to the Project Accounts (other than any Operating Account, the Equity Funded Account and any Collection Account) until the fifth anniversary of the date on which all of the Secured Obligations shall have been Paid in Full.

Section 2.13 Authorization of Collateral Agent to Recover Compensation, Fees and Expenses. To the extent that any Repauno Group Member fails to pay any amount required to be paid by it to the Collateral Agent pursuant to Sections 11.01 and 11.02 hereof (and the Collateral Agent has not otherwise been paid such amount either in accordance with the terms hereof or otherwise), the Collateral Agent is hereby authorized to transfer funds to reimburse itself for such amounts out of the following accounts in the following order of priority: (a) the Equity Lock-Up Account, (b) the Revenue Account, and (c) to the extent permitted by the Secured Obligation Documents and applicable Law (including the Code), the Construction Account; provided that, following the Collateral Agent’s receipt of any written notice from any Repauno Entity that a transfer would adversely affect the exclusion from gross income, for federal income tax purposes, of the interest on any Secured Obligations (whether such Secured Obligations are then outstanding, or have been paid in full), then the Collateral Agent shall not be authorized to transfer funds from the Construction Account pursuant to this Section 2.13; provided that the Collateral Agent shall notify DRP in writing at least 3 Business Days in advance of transferring funds from the Construction Account in accordance with this Section 2.13. The provisions of this Section 2.13 shall survive the termination of the Secured Obligation Documents and the resignation or removal of the Collateral Agent.

Section 2.14 No Consequential Damages. In no event shall the Collateral Agent or the Account Bank be liable under or in connection with the Secured Obligation Documents or the other Transaction Documents for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Collateral Agent or Account Bank has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.

Section 2.15 Force Majeure. In no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, pandemics, epidemics, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services not within the Collateral Agent’s control, the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility; it being understood that the Collateral Agent shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 2.16 Additional Protections. The rights, privileges, protections and benefits given to the Collateral Agent or the Account Bank, as the case may be, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, each agent, custodian and other Person employed to act hereunder by the Collateral Agent or the Account Bank, as the case may be, including any Bond Trustee and any Co-Collateral Agent, provided, in the case of a Co-Collateral Agent or successor Collateral Agent or Account Bank, such Person has been appointed to that capacity in accordance with this Agreement.

Section 2.17 No Liability for Clean-up of Hazardous Materials. In the event that the Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause the Collateral Agent to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. Section 9601, et seq., or otherwise cause the Collateral Agent to incur liability for environmental conditions or the remediation thereof under CERCLA or any other federal, state or local law, the Collateral Agent reserves the right, instead of taking such action, to either resign as the Collateral Agent or arrange for the transfer of the title or control of the asset to a court-appointed receiver. Except for such claims or actions arising directly from the gross negligence, bad faith or willful misconduct of the Collateral Agent, the Collateral Agent shall not be liable to any Person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or liable, by reason of such actions and conduct as aforesaid, relating to the discharge, release or threatened release of hazardous materials into the environment. If at any time after any foreclosure on the Collateral (or a transfer in lieu of foreclosure) upon the exercise of remedies in accordance with the Security Documents it is necessary or advisable for the Facilities or any part thereof to be possessed, owned, operated or managed by any Person (including the Collateral Agent) other than any Repauno Group Member, the Required Secured Creditors shall appoint an appropriately qualified Person (excluding the Collateral Agent) to possess, own, operate or manage, as the case may be, the Facilities or any part thereof.

Section 2.18 Merger of the Collateral Agent. Any corporation or company into which the Collateral Agent shall be merged, or with which it shall be consolidated, or any corporation or company resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be the Collateral Agent under this Agreement, without the execution or filing of any paper or any further act on the part of the parties hereto, provided that such resulting corporation or company shall meet the requirements of Section 2.11(a). Upon the occurrence of any such event the Collateral Agent shall promptly provide written notice thereof to the Repauno Group and the Secured Debt Representatives.

Section 2.19 Transfer to an Affiliate. In addition to any rights it may have under Section 2.18 hereof or under any other provision of this Agreement or any other Secured Obligation Documents, each of the Collateral Agent and the Account Bank may assign or transfer its rights under this Agreement and the other Security Documents to any of its Affiliates that meets the requirements of Section 2.11(a), subject to the prior written consent of the Repauno Group and Required Secured Creditors.

Section 2.20 Subordination of Lien; Waiver of Set-Off. In the event that the Agent Bank in its individual capacity has or subsequently obtains by agreement, operation of law or otherwise a Security Interest in any Project Account, the Agent Bank agrees that such Security Interest shall (except to the extent provided in the last sentence of this Section 2.20) be subordinate in all respects to the Security Interests for the benefit of the Secured Parties. The financial assets standing to the credit of the Project Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than (a) in accordance with judicial or arbitral order or (b) for the benefit of the Secured Parties to secure Secured Obligations (except to the extent of returned items and chargebacks either for uncollected checks or other items of payment and transfers previously credited to one or more of the Project Accounts, and each applicable Repauno Entity hereby authorizes the Agent Bank to debit the applicable Project Account for such amounts).

Section 2.21 Additional Project Accounts and Other Bank and Securities Accounts. Upon (a) the establishment of any Operating Account, the Equity Funded Account and any Collection Account, and (b) any changes in the account number or other identifying attributes of any Project Account or such other bank or securities account, and at any other time and from time to time when requested by the Collateral Agent or any of the Secured Debt Representatives (on behalf of and for the benefit of the Secured Parties), the applicable Repauno Entity shall execute and deliver to the Collateral Agent, for the benefit and on behalf of the Secured Parties, as security for the Secured Obligations, such amendments or supplements to this Agreement and any securities account control agreements or other documents as are necessary or reasonably appropriate, or as are so reasonably requested by the Collateral Agent (on behalf of and for the benefit of the Secured Parties), as applicable, to create and perfect by control a first-priority perfected security interest (subject only to Permitted Security Interests) in favor of the Collateral Agent over such Repauno Entity’s right, title and interest in and to such Project Account, such Operating Account, the Equity Funded Account or such Collection Account, as the case may be, from time to time for the benefit and on behalf of the Secured Parties as security for the Secured Obligations; provided, that no such amendments, supplements or other documents shall restrict the full access and signing authority of the applicable Repauno Entity with respect to any Operating Account, the Equity Funded Account and any Collection Account, except during the period that a Secured Obligation Event of Default has occurred and is continuing.

Section 2.22 Other Agreements. Neither the Collateral Agent nor any Repauno Entity has entered or will enter into any agreement with respect to any Project Account or any other Collateral that is in contravention with the terms of this Agreement or any other Security Document.

Section 2.23 Notice of Adverse Claims. The Collateral Agent hereby represents (as to itself only) that, except for the claims and interests of the Secured Parties and the Repauno Entities in each of the applicable Project Accounts, the Collateral Agent (a) as of each Closing Date, has no actual knowledge of, and has received no written notice of any claim to, or interest in, any Project Account, and (b) as of each date on which any Project Account is established pursuant to this Agreement, has no actual knowledge of, and has received no notice of, any claim to, or interest in, any Project Account. If any Person asserts any Security Interest (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Project Account, the Collateral Agent, upon obtaining written notice thereof, will notify the Secured Debt Representatives and the applicable Repauno Entity within two (2) Business Days of such notice thereof.

ARTICLE III

REPAUNO REMAINS LIABLE

Anything herein to the contrary notwithstanding, (a) each Repauno Group Member shall remain liable under its contracts and agreements (including the Financing Obligation Documents) to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Collateral Agent of any of the rights hereunder shall not release any Repauno Group Member from any of its duties or obligations under its contracts and agreements, and (c) neither the Collateral Agent nor any of the other Secured Parties shall have any obligation or liability under the contracts and agreements of any Repauno Group Member by reason of this Agreement, nor shall the Collateral Agent be obligated to perform any of the obligations or duties of any Repauno Group Member thereunder or to take any action to collect or enforce any claim for payment assigned thereunder. Notwithstanding the foregoing, if any Repauno Group Member fails to perform any agreement, obligation or duty of such Repauno Group Member contained herein relating to the perfection or preservation of the Collateral, the Collateral Agent may (but shall not be obligated to) itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by such Repauno Group Member under Article VII hereof.

ARTICLE IV

REASONABLE CARE

The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral for the benefit of the Secured Parties and shall not impose any duty upon it to exercise any such powers unless otherwise expressly provided. Except for the safe custody and preservation of the Collateral in its possession and the accounting for monies actually received, invested and disbursed by it hereunder, the Collateral Agent shall have no other duty as to the Collateral, whether or not the Collateral Agent or any of the other Secured Parties has or is deemed to have knowledge of any matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to the Collateral. The Collateral Agent hereby agrees to exercise reasonable care in respect of the custody and preservation of the Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property.

ARTICLE V

THE PROJECT ACCOUNTS

Section 5.01 Establishment of Project Accounts.

(a) The Account Bank is hereby directed to create and establish the following Project Accounts (inclusive of any sub-account (which may include a separate internal ledger) thereof) at the Account Bank (the Project Accounts set forth in clauses (i) through (ix), collectively, the “Securities Accounts”):

(i) an account entitled “Repauno Revenue” as further described on Exhibit C hereto (the “Revenue Account”), and, within the Revenue Account:

(A) a sub-account entitled “Repauno Rev-Int Bonds” as further described on Exhibit C hereto (the “Bonds Interest Sub-Account”);

(B) a sub-account entitled “Repauno Rev-Princ Bonds” as further described on Exhibit C hereto (the “Bonds Principal Sub-Account”);

(C) a sub-account entitled “Repauno Rev-Princ Taxable Debt” as further described on Exhibit C hereto (the “Taxable Debt Principal Sub-Account”);

(D) a sub-account entitled “Repauno Rev-Int Taxable Debt” as further described on Exhibit C hereto (the “Taxable Debt Interest Sub-Account”);

(ii) an account entitled “Repauno Loss Proceeds” as further described on Exhibit C hereto (the “Loss Proceeds Account”);

(iii) an account entitled “Repauno Construction” as further described on Exhibit C hereto (the “Construction Account”), and, within the Construction Account:

(A) a sub-account entitled “Repauno Const-Debt Proceeds” as further described on Exhibit C hereto (the “Debt Proceeds Sub-Account”), and, within the Debt Proceeds Sub-Account:

a sub-account entitled “Repauno DRP 4 Series 2025 DWFBs Proceeds” described on Exhibit C hereto (the “DRP 4 Series 2025 Debt Proceeds Sub-Account”);

a sub-account entitled “Repauno DRP 4 Series 2025 DWFBs Proceeds – Capital Contingency Reserve” described on Exhibit C hereto (the “DRP 4 Series 2025 Debt Proceeds Capital Contingency Reserve Sub-Account”);

a sub-account entitled “Repauno DRP Tax-Exempt Funded Interest” described on Exhibit C hereto (the “Tax-Exempt Funded Interest Sub-Account”);

a sub-account entitled “Repauno DRP Taxable Funded Interest Account” described on Exhibit C hereto (the “Taxable Funded Interest Sub-Account”);

a sub-account entitled “Repauno Costs of Issuance Account” described on Exhibit C hereto (the “Costs of Issuance Sub-Account”);

a sub-account entitled “Repauno DRP Taxable Debt Proceeds” described on Exhibit C hereto (the “DRP Taxable Debt Proceeds Sub-Account”);

(B) a sub-account entitled “Repauno Const-Equity Contribution” as further described on Exhibit C hereto (the “Equity Contribution Sub-Account”); and

(C) a sub-account entitled “Repauno Const-Other Proceeds” as further described on Exhibit C hereto (the “Other Proceeds Sub-Account”);

(iv) an account entitled “Repauno Debt Service Reserve” as further described on Exhibit C hereto (the “Debt Service Reserve Account”), and, within the Debt Service Reserve Account:

(A) a sub-account entitled “Repauno DRP 4 Series 2025 Bonds Debt Service Reserve” as further described on Exhibit C hereto (the “DRP 4 Series 2025 Bonds Debt Service Reserve Sub-Account”);

(B) a sub-account entitled “Repauno Taxable Term Loan Debt Service Reserve” as further described on Exhibit C hereto (the “Taxable Term Loan Debt Service Reserve Sub-Account”);

(v) an account entitled “Repauno Repair Replace Rsv” as further described on Exhibit C hereto (the “Repair and Replacement Reserve Account”), and within the Repair and Replacement Reserve Account, a sub-account entitled “Repauno R+R MMR Non Completed Work” as further described on Exhibit C hereto (the “Non-Completed Work Sub-Account”);

(vi) an account entitled “Repauno Ramp- Up and Project Operating Rsv” as further described on Exhibit C hereto (the “Ramp-Up and Project Operating Reserve Account”);

(vii) an account entitled “Repauno Mandatory Prepayment” as further described on Exhibit C hereto (the “Mandatory Prepayment Account”), and, within the Mandatory Prepayment Account:

(A) a sub-account entitled “Repauno DRP 4 Series 2025 Bonds Mand Prepay” as further described on Exhibit C hereto (the “DRP 4 Series 2025 Bonds Mandatory Prepayment Sub-Account”);

(B) a sub-account entitled “Repauno DRP Taxable Term Loan Mand Prepay” as further described on Exhibit C hereto (the “Taxable Term Loan Mandatory Prepayment Sub-Account”);

(viii) an account entitled “Repauno Capital Projects” as further described on Exhibit C hereto (the “Capital Projects Account”); and

(ix) an account entitled “Repauno Equity Lock-Up” as further described on Exhibit C hereto (the “Equity Lock-Up Account”).

Each such Project Account shall be identified in the manner set forth in Exhibit C attached hereto. To the extent that any Repauno Entity requests the deposit of funds therein, the Revenue Account shall include the sub-accounts (each of which shall be a separately identified account with a separate and distinct name and account number) described in Section 5.02(c). Notwithstanding anything herein to the contrary and except upon and during the continuance of a Secured Obligation Event of Default, upon the written instruction of any Repauno Entity, the Collateral Agent may from time to time hereafter direct the Account Bank to establish and maintain sub-accounts within the Project Accounts for the purposes and the term specified in any such request and providing for deposits and withdrawals in those circumstances expressly provided for in any such instruction; provided, however that no Repauno Entity shall be permitted to create any such sub-account in contravention of the purposes for which the applicable Project Account was established. Furthermore, in accordance with this Agreement and except upon and during the continuance of a Secured Obligation Event of Default, upon the written instruction of the applicable Repauno Entity in accordance with the applicable Additional Senior Secured Indebtedness Documents, such Repauno Entity may from time to time hereafter direct the Account Bank to establish and maintain additional Project Accounts or sub-accounts within any Project Account, and each such account shall be considered a Project Account for the purposes and the term specified in any such request and providing for deposits and withdrawals in those circumstances expressly provided for in any such instruction.

(b) DRP hereby confirms that, on or prior to the date of this Agreement, the Main Operating Accounts and the Equity Funded Account were established with the Deposit Account Bank, and each such account has been and shall be maintained in the name of a Repauno Entity and is and shall remain subject to an Account Control Agreement. Each Repauno Entity may from time to time establish additional Operating Accounts for the purposes set forth in Section 5.13(a). Even though established at the Deposit Account Bank, each Operating Account, the Equity Funded Account and each Collection Account shall also constitute a Project Account.

(c) All of the Project Accounts shall be under the control of the Collateral Agent (in the case of any Operating Account, the Equity Funded Account and any Collection Account, at the Deposit Account Bank subject to the control of the Collateral Agent to direct the Deposit Account Bank pursuant to the Account Control Agreements) and, except as expressly provided herein (including in Section 5.13) (and in the case of any Operating Account, the Equity Funded Account and any Collection Account, except as expressly provided in the Account Control Agreements), no Repauno Entity shall have any right to withdraw funds from any Project Account. Each applicable Repauno Entity hereby irrevocably authorizes the Account Bank to credit funds to or deposit funds in, and to withdraw and transfer funds from, each Project Account in accordance with the terms of this Agreement and the Account Bank hereby agrees to credit funds to or deposit funds in, and to withdraw and transfer funds from each Project Account in accordance with the terms of this Agreement (and in the case of any Operating Account, the Equity Funded Account and any Collection Account, in accordance with the terms of the Account Control Agreements). The Project Accounts shall be maintained at all times in New York, New York with the Account Bank or, in the case of any Operating Account, the Equity Funded Account and any Collection Account, at the Deposit Account Bank.

(d) Each Repauno Entity may establish a distribution account (the “Distribution Account”) with the Deposit Account Bank, and such account shall be maintained in the name of such Repauno Entity. The Distribution Account shall not constitute a Project Account and shall not constitute Collateral.

Section 5.02 Revenue Account.

(a) Except for amounts to be deposited in other Project Accounts in accordance with this Agreement, all Project Revenues will be deposited into the Revenue Account. To facilitate the collection of Project Revenues, the Repauno Entities may establish one or more Collection Accounts at the Deposit Account Bank that are subject to an Account Control Agreement and into which Project Revenues are received by the applicable Repauno Entity and promptly deposited into the Revenue Account. Additionally, each Repauno Entity will promptly deposit, on a weekly basis, or cause to be deposited into the Revenue Account all other amounts received by and for the account of such Repauno Entity from any source whatsoever, the application of which is not otherwise specified in this Agreement. Pending such deposit, each such Repauno Entity will hold all such amounts coming into its possession in trust for the benefit of the Secured Parties.

(b) Subject to Section 5.16 hereof, including the delivery of a Funds Transfer Certificate by the applicable Repauno Entity to the Collateral Agent and subject to Section 9.08 hereof, the Collateral Agent shall make the following withdrawals, transfers and payments from the Revenue Account and the sub-accounts therein in the amounts, at the times and only for the purposes specified below at the request of such Repauno Entity in the amounts and at the times as set forth in a Funds Transfer Certificate (substantially in the form attached hereto as Exhibit B) in the following order of priority (it being agreed that no amount shall be withdrawn on any date pursuant to any clause below until amounts sufficient as of that date (to the extent applicable) for all the purposes specified under the prior clauses shall have been withdrawn or set aside):

First, on each Transfer Date, pro rata to the Agents, the Secured Creditors (including the Taxable Term Loan Administrative Agent), any Issuer (only to the extent of its Reserved Rights, as defined in the applicable Bond Indenture), and any Nationally Recognized Rating Agency then rating any of the Secured Obligations, as applicable, (x) fees and expenses (including any fees payable under the Financing Obligations Documents in respect of the Taxable Term Loan), and (y) any Administration Expenses (as defined in the applicable Issuer Lease Agreement), of such parties then due and payable (or becoming due and payable prior to the next Transfer Date) by any Repauno Entity;

Second, on each Transfer Date, pro rata to any payments then due and payable (or becoming due and payable prior to the next Transfer Date) by each applicable Repauno Entity to the Rebate Funds;

Third, on each Transfer Date, after application of any remaining available funds in the Construction Account (or other amounts available therefor), an amount for the payment of Project Costs due and payable on such Transfer Date as set forth in the Funds Transfer Certificate (or becoming due and payable prior to the next Transfer Date (as reasonably estimated by DRP in good faith));

Fourth, on each Transfer Date, to the applicable Operating Account(s) designated by the applicable Repauno Entity in the Funds Transfer Certificate, an amount equal to, together with amounts then on deposit in the Operating Accounts, the projected O&M Expenditures for the period ending on the immediately succeeding Transfer Date as set forth in the Funds Transfer Certificate; provided that O&M Expenditures for Major Maintenance will be included in such amount solely to the extent that (i) any such costs are currently due or are projected to become due prior to the next Transfer Date and (ii) amounts on deposit in the Repair and Replacement Reserve Account are insufficient to pay such costs;

Fifth, on each Transfer Date, pro rata, for the payment of interest on the Senior Indebtedness and any Purchase Money Debt as follows: (i) to the Bonds Interest Sub-Account, an amount equal to one-sixth (1/6) of the amount of interest payable on the Bonds on the next Interest Payment Date; provided that no such transfers to the Bonds Interest Sub-Account shall be required to be made until the amounts in the Tax-Exempt Funded Interest Sub-Account have been depleted, (ii) to the Taxable Debt Interest Sub-Account, (A) an amount equal to one-sixth (1/6) of the amount of interest payable on the Taxable Term Loan on the next Interest Payment Date or (B) in the case of any Transfer Date immediately preceding any other date interest payments are required to be made under the Financing Obligation Documents in respect of the Taxable Term Loans, an amount equal to the total amount of interest due on such date interest payments are required to be made (taking into account any amounts previously deposited into the Taxable Debt Interest Sub-Account pursuant to sub-paragraph (ii)(A) above); provided that no such transfers to the Taxable Debt Interest Sub-Account shall be required to be made until the amounts in the Taxable Funded Interest Sub-Account have been depleted, (iii) to the applicable interest account established hereunder for other Additional Senior Indebtedness and Purchase Money Debt, if any, an amount equal to the amount of interest and any Ordinary Course Settlement Payments related to such Senior Indebtedness or Purchase Money Debt due on the next Interest Payment Date divided by the total number of months between Interest Payment Dates for such Additional Senior Indebtedness or Purchase Money Debt as set forth in the applicable Additional Senior Indebtedness Documents or, for Purchase Money Debt, the related financing documents, and (iv) to the applicable Swap Bank, if any, an amount equal to the amount of any Ordinary Course Settlement Payments related to any Permitted Senior Commodity Swap due on or before the Transfer Date pursuant to the applicable Permitted Swap Agreement; plus, in each case any deficiency from a prior Transfer Date; provided that the deposit on the Transfer Date occurring immediately before each Interest Payment Date will equal the amount required (taking into account the amounts then on deposit in the applicable interest payment account established hereunder and any applicable interest payment account established under the other Additional Senior Indebtedness Documents or, for Purchase Money Debt, the related financing documents) to pay the interest and any Ordinary Course Settlement Payments related to such Senior Indebtedness or Purchase Money Debt due on such Interest Payment Date; provided, further that on the Transfer Date immediately preceding each Interest Payment Date (after giving effect to the transfers contemplated above in this clause Fifth), amounts on deposit in the Bonds Interest Sub-Accounts shall be transferred to the Interest Account, amounts on deposit in the Taxable Debt Interest Sub-Account shall be transferred in accordance with the Financing Documents for the Taxable Term Loan and amounts on deposit in any other interest account for Additional Senior Indebtedness and any Purchase Money Debt established hereunder shall be transferred in accordance with the applicable Additional Senior Indebtedness Documents or, for Purchase Money Debt, the related financing documents, in each case, for the payment of interest and any Ordinary Course Settlement Payments related to such Senior Indebtedness or Purchase Money Debt due on the applicable Senior Indebtedness or Purchase Money Debt on the next Interest Payment Date;

Sixth, on each Transfer Date, pro rata, for the payment of principal on the Senior Indebtedness and any Purchase Money Debt as follows: (i) with respect to any Bonds, deposits shall be made to the Bonds Principal Sub-Account under this clause Sixth on each Transfer Date occurring within twelve (12) months prior to any Principal Payment Date in an amount equal to one-twelfth (1/12) of the amount of principal due on such Principal Payment Date and (ii) to the Taxable Debt Principal Sub-Account and any other principal payment account established hereunder for other Additional Senior Indebtedness and Purchase Money Debt, if any, the amount of principal required to be deposited into, (A) the Taxable Debt Principal Sub-Account or such other principal payment account created for the Taxable Term Loan (as set forth in the Financing Documents applicable to the Taxable Term Loan), or (B) any other principal payment account established hereunder for such Additional Senior Indebtedness or such Purchase Money Debt as set forth in the Financing Documents applicable to the Additional Senior Indebtedness Documents or, with respect to any Purchase Money Debt, the related financing documents thereof; plus, in each case, any deficiency from a prior Transfer Date; provided, that (1) with respect to any Bonds, the deposit on the Transfer Date occurring immediately before each Principal Payment Date will equal the amount required to pay the principal payment due on such Principal Payment Date for such Bonds (in all cases taking into account the amount then on deposit in the Bonds Principal Sub-Account and the Principal Account), (2) with respect to the Taxable Term Loan, the deposit on the Transfer Date occurring immediately before each Principal Payment Date will equal the amount required to pay the full principal payment due on such Principal Payment Date for the Taxable Term Loan (taking into account the amount then on deposit in the Taxable Debt Principal Sub-Account), (3) if applicable, with respect to any Additional Senior Indebtedness and any Purchase Money Debt, the deposit on the Transfer Date occurring immediately before each Principal Payment Date will equal the amount required to pay the principal payment due on such Principal Payment Date for the applicable Additional Senior Indebtedness or Purchase Money Debt, including in the case of any Permitted Swap Agreement related to such Senior Indebtedness or Purchase Money Debt, Swap Termination Payments (taking into account the amounts then on deposit in any principal payment sub-account established hereunder or under the applicable Additional Senior Indebtedness Documents or, with respect to any Purchase Money Debt, the related financing documents, for the payment of principal on such Additional Senior Indebtedness or Purchase Money Debt), and (4) if applicable, with respect to any Permitted Senior Commodity Swap, on the Transfer Date occurring immediately before a Swap Termination Payment due date under the applicable Permitted Swap Agreement, to the applicable Swap Bank, an amount equal to the amount required to pay such Swap Termination Payment due on such due date pursuant to the applicable Permitted Swap Agreement; provided, further that on each Transfer Date immediately preceding a Principal Payment Date (after giving effect to the transfers contemplated above in this clause Sixth), (I) amounts on deposit in the Bonds Principal Sub-Account (if any) shall be transferred to the Principal Account, (II) amounts on deposit in the Taxable Debt Principal Sub-Account (if any) shall be transferred in accordance with the Financing Documents for the Taxable Term Loan, and (III) amounts on deposit in any other principal account for Additional Senior Indebtedness and any Purchase Money Debt established hereunder shall be transferred in accordance with the applicable Additional Senior Indebtedness Documents or, with respect to any Purchase Money Debt, the related financing documents, in each case, for the payment of principal due on the applicable Senior Indebtedness or Purchase Money Debt on the next Principal Payment Date, including in the case of any Permitted Swap Agreement related to such Senior Indebtedness or Purchase Money Debt, Swap Termination Payments;

Seventh, on each Transfer Date, pro rata, to the DRP 4 Series 2025 Bonds Debt Service Reserve Sub-Account, Taxable Term Loan Debt Service Reserve Sub-Account and each other sub-account of the Debt Service Reserve Account that is created and established after the date of this Agreement in connection with the issuance or incurrence by any Repauno Entity of Additional Senior Secured Indebtedness, in an amount to the extent necessary to fund such accounts so that the aggregate balance therein (taking into account the amount available for drawing under any Qualified Reserve Account Credit Instrument provided with respect thereto) equals the Debt Service Reserve Requirement then in effect for each such sub-account for the immediately preceding Calculation Date;

Eighth, on each Transfer Date beginning after the earliest Substantial Completion Date of any Project (but in any event, not before December 31, 2025), to the Repair and Replacement Reserve Account in an amount to the extent necessary to fund such account so that the aggregate balance therein, when added to any Draw Availability not allocated to any other account, equals the applicable Repair and Replacement Reserve Required Balance in-effect on such date;

Ninth, on each Transfer Date, to the Ramp-Up and Project Operating Reserve Account in an amount to the extent necessary to fund such accounts so that the aggregate balance therein, when added to any Draw Availability not allocated to any other account, equals the applicable Project Operating Reserve Requirement in-effect on such date;

Tenth, on each Transfer Date, pro rata to pay debt service due or becoming due prior to the next Transfer Date on any Indebtedness or under any Permitted Swap Agreements permitted under the Secured Obligation Documents (other than the Indebtedness or Permitted Swap Agreements serviced pursuant to another clause of this Flow of Funds), in each case comprised of interest, fees, principal and premium, if any, in respect of such Indebtedness or Ordinary Course Settlement Payments or Swap Termination Payments, as applicable, in respect of such Permitted Swap Agreements;

Eleventh, within the 15-day period commencing on each Distribution Date, but only with respect to funds remaining on deposit in the Revenue Account after application pursuant to the above clauses on the most recent Transfer Date, pro rata to pay any interest on any Permitted Subordinated Debt (whether due and payable, or becoming due and payable prior to the next Transfer Date), so long as the Restricted Payment Conditions are satisfied as of the applicable Distribution Date, as confirmed in a Distribution Release Certificate (substantially in the form attached hereto as Exhibit E) signed by a Responsible Officer of the applicable Repauno Entity and attached to the Funds Transfer Certificate and delivered to the Collateral Agent;

Twelfth, within the 15-day period commencing on each Distribution Date, but only with respect to funds remaining on deposit in the Revenue Account after application pursuant to the above clauses on the most recent Transfer Date, pro rata to pay any principal payment then due (or expected to be due prior to the next Transfer Date) on any Permitted Subordinated Debt, so long as the Restricted Payment Conditions are satisfied as of the applicable Distribution Date, as confirmed in a Distribution Release Certificate signed by a Responsible Officer of the applicable Repauno Entity and attached to the Funds Transfer Certificate and delivered to the Collateral Agent;

Thirteenth, on each Transfer Date, at the applicable Repauno Entity’s option, on a pro rata basis, (A) for repayment of the Bonds by lot, such amounts as such Repauno Entity will deem appropriate to optionally prepay such then Outstanding Bonds in whole or in part in accordance with the applicable Bond Indenture, (B) for repayment of the Taxable Term Loan, such amounts as the applicable Repauno Entity will deem appropriate to optionally prepay such then outstanding Taxable Term Loan Obligations in whole or in part in accordance with the applicable Financing Obligation Document or (C) to make any other optional prepayments or optional redemptions, as the case may be, as permitted under any Secured Obligation Documents, together with any interest or premium payable in connection with such prepayment or redemption and any related Swap Termination Payments in connection with such prepayment or redemption; and

Fourteenth, within the 15-day period commencing on each Distribution Date, but only with respect to funds remaining on deposit in the Revenue Account after application pursuant to the above clauses on the most recent Transfer Date, (A) so long as the Restricted Payment Conditions are satisfied as of the applicable Distribution Date, as confirmed in a Distribution Release Certificate signed by a Responsible Officer of the applicable Repauno Entity and attached to the Funds Transfer Certificate and delivered to the Collateral Agent, at the applicable Repauno Entity’s option (i) for repayment of any amount of such Repauno Entity’s Permitted Subordinated Debt or (ii) to the Distribution Account, or (B) if such Restricted Payment Conditions are not satisfied as of such Distribution Date, then such funds shall be transferred to the Equity Lock-Up Account during such 15-day period (in either case, in an amount not to exceed the amounts on deposit in the Revenue Account as of the immediately preceding Transfer Date). Funds shall not be transferred from the Revenue Account to the Distribution Account or the Equity Lock-Up Account at any time other than in accordance with this clause Fourteenth.

(c) If any Repauno Entity receives a payment in respect of the actual or estimated loss of such Repauno Entity’s future Project Revenues, such Repauno Entity shall transfer such amount to the Account Bank and direct the Collateral Agent and Account Bank to deposit such into a sub-account of the Revenue Account to be established upon written instruction to the Collateral Agent and Account Bank for such purpose; provided, that prior to such deposit, such Repauno Entity will provide to the Collateral Agent (for subsequent dissemination to the Secured Parties) a calculation in reasonable detail showing the future years for which such amount would have been paid as compensation in respect of the loss of Project Revenues. In the event that such amount is deposited into such sub-account, as of the commencement of each year for which such compensation would have been paid, at such Repauno Entity’s written request, the portion thereof that such Repauno Entity determines constitutes a payment for the loss of Project Revenues for each Fiscal Quarter during such year, together with interest or other earnings accrued thereon from the date of deposit, will be transferred from such sub-account to the Revenue Account and applied in accordance with clause (b) above during such Fiscal Quarter, and any such amounts shall be considered Project Revenues for purposes of clause (b) above and calculation of the Total DSCR. The amounts deposited in such sub-account shall not be deemed to be on deposit in the Revenue Account until so transferred from such sub-account.

(d) To the extent that (i) on any Transfer Date amounts on deposit in any sub-account of the Debt Service Reserve Account are in excess of the applicable Debt Service Reserve Requirement such amounts will be transferred to the Revenue Account and, (A) with respect to the DRP 4 Series 2025 Bonds Debt Service Reserve Sub-Account, transferred to the appropriate sub-account and used to pay debt service on the DRP 4 Series 2025 Bonds or Qualified Costs of the Project and (B) with respect to the Taxable Term Loan Debt Service Reserve Sub-Account, transferred to the appropriate sub-account and used to pay debt service on the Taxable Term Loans, or (ii) on any Transfer Date amounts on deposit in the Repair and Replacement Reserve Account or the Ramp-Up and Project Operating Reserve Account, when added to any Draw Availability not allocated to any other account, are in excess of the applicable Repair and Replacement Reserve Required Balance or the applicable Project Operating Reserve Requirement, as the case may be, upon direction by the applicable Repauno Entity, such excess amounts are to be deposited into the Revenue Account.

(e) Insufficient Amounts.

(i) In accordance with Section 5.11(d), to the extent there are insufficient amounts in the Revenue Account to make the transfers required by any or all of clauses First through Ninth of Section 5.02(b) on any Transfer Date, amounts shall be transferred by the Collateral Agent (without the requirement of a Funds Transfer Certificate and without any further direction of any Repauno Entity) from the Equity Lock-Up Account to the Revenue Account in an amount up to the amount of such shortfall and applied in the priority set forth in Section 5.02(b).

(ii) In accordance with Sections 5.05(d) and (e), 5.06(f), 5.07 and 5.08, to the extent, after application of the funds available pursuant to clause (i) of this Section 5.02(e), there are insufficient amounts in the Revenue Account to make the transfers required by clauses Fifth or Sixth of Section 5.02(b) on any Transfer Date, amounts shall be transferred by the Collateral Agent (without the requirement of a Funds Transfer Certificate and without any further direction of any Repauno Entity) from the following accounts in the following priority to the Revenue Account in an amount up to the amount of such shortfall and applied in the priority set forth in Section 5.02(b): first, the Ramp-Up and Project Operating Reserve Account; second, the Repair and Replacement Reserve Account and third the applicable sub-account of the Debt Service Reserve Account; provided that any unused Revolver Availability may be used to satisfy such shortfall in whole or in part.

Section 5.03 Loss Proceeds Account.

(a) All Loss Proceeds received by any Repauno Entity or to its order are to be paid directly into the Loss Proceeds Account. Except as provided by Sections 5.16(d) and 9.08, if a Loss Event occurs, amounts on deposit in the Loss Proceeds Account will be withdrawn and paid to the applicable Repauno Entity to be applied to Restore the Facilities or any portion thereof at and in accordance with the written direction of such Repauno Entity, except that, to the extent that such Repauno Entity determines (A) such proceeds exceed the amount required to Restore the Facilities or any portion thereof to the condition existing prior to the Loss Event or (B) the affected property cannot be Restored to permit operation of the Facilities on a Commercially Feasible Basis, such Repauno Entity shall deliver to the Collateral Agent of a certificate signed by a Responsible Officer of such Repauno Entity certifying to the foregoing and directing that such proceeds be applied pro rata to the applicable sub-account of the Mandatory Prepayment Account in accordance with the Secured Obligation Documents to cause the extraordinary mandatory redemption of the applicable Secured Obligations, and, in the case of any remaining moneys thereafter, to the prepayment of any other Senior Indebtedness in accordance with the applicable Financing Obligation Documents, and thereafter, to the Revenue Account.

(b) If an amount of any insurance claim on deposit in or credited to the Loss Proceeds Account has been paid out of moneys withdrawn from the Revenue Account in accordance with Section 5.02, then the applicable Repauno Entity may direct the Collateral Agent to cause the transfer of moneys representing the proceeds of the claim in the Loss Proceeds Account to the Revenue Account.

Section 5.04 Construction Account.

(a) The Collateral Agent acting at the written direction of the applicable Repauno Entity shall transfer (and such Repauno Entity shall cause to be deposited) into the applicable sub-account in accordance with the corresponding Funds Flow Memorandum within the Debt Proceeds Sub-Account of the Construction Account all net proceeds of any Bonds, other than as set forth in clause (c) below (including but not limited to, the netting of any amounts as set forth in the applicable Flow of Funds Memorandum against the proceeds of such Bonds). The Collateral Agent acting at the written direction of the applicable Repauno Entity shall transfer (and such Repauno Entity shall cause to be deposited) all net proceeds of the Taxable Term Loan into the applicable sub-account in accordance with the corresponding Funds Flow Memorandum within the Debt Proceeds Sub-Account of the Construction Account (and as required by the Financing Documents applicable to the Taxable Term Loan) and shall therefrom immediately transfer a portion of the proceeds of the Taxable Term Loan (i) to repay the Existing Revolving Credit Agreement, (ii) to any direct or indirect parent company of a Repauno Entity solely to be used to repay Indebtedness under the Existing Barclays Credit Agreement and (iii) to pay fees and expenses, in each case, in accordance with the Funds Flow Memorandum. Each applicable Repauno Entity shall direct net proceeds of Additional Equity Contributions, Additional Senior Indebtedness and Permitted Subordinated Debt, in each case issued to finance a portion of Project Costs prior to the Final Substantial Completion Date applicable to such Repauno Entity’s Project, to be deposited into the Other Proceeds Sub-Account or into a separate sub-account of the Construction Account (as confirmed by the applicable Repauno Entity) in accordance with the Financing Obligation Documents and, subject to Sections 5.16(d) and 9.08 herein, shall be disbursed in accordance with Section 5.04(e) herein.

(b) Each Repauno Entity will be entitled to instruct the Account Bank to open new sub-accounts of the Construction Account by providing to the Collateral Agent and Account Bank instructions in respect of the same for the purpose of depositing the proceeds of any Additional Senior Indebtedness issued to finance a portion of the Project Costs and permitted to be incurred by the Financing Obligation Documents as set forth in Section 5.04(a), including any proceeds from the Additional Bonds issued in respect of Additional Senior Indebtedness from time to time in accordance with the applicable Bond Indenture.

(c)

(i) The proceeds of any Bonds (except as set forth above), net of amounts used to pay certain Costs of Issuance (which shall be deposited into the Costs of Issuance Sub-Account) and fund certain deposits on each Closing Date required hereunder and under the applicable Bond Indenture and after application in accordance with the applicable Bond Indenture, will be deposited on the date of issuance of such Bonds into the applicable sub-account of the Debt Proceeds Sub-Account in accordance with Section 5.04(a). Funds from the proceeds of any Bonds on deposit in the applicable sub-account of the Debt Proceeds Sub-Account will be disbursed upon receipt of and in accordance with a Construction Account Withdrawal Certificate to pay, or reimburse for a prior payment of, Project Costs as permitted by Law, including the Code; provided, however, that (A) such funds may also be used to pay interest on the applicable Bonds upon written request of the applicable Bond Trustee solely after all funds available for such payments in the Tax-Exempt Funded Interest Sub-Account have been used and (B) funds on deposit in the DRP Taxable Debt Proceeds Sub-Account may be used to pay interest on the Taxable Term Loan upon written request of the Taxable Term Loan Administrative Agent solely after all funds available for such payments in the Taxable Funded Interest Sub-Account have been used; and provided, further, however that no Repauno Entity may direct the Collateral Agent to disburse funds from the proceeds of any Bonds on deposit in the applicable sub-account of the Debt Proceeds Sub-Account to pay for or reimburse Project Costs that are not Qualified Costs unless the applicable Repauno Entity shall have provided to the Collateral Agent and the applicable Bond Trustee an opinion of Bond Counsel to the effect that use of such funds to pay for or reimburse Project Costs that are not Qualified Costs will not adversely affect the exclusion of interest on any Bonds from gross income of the Owners thereof.

(ii) The DRP 4 Series 2025 Debt Proceeds Sub-Account and the DRP 4 Series 2025 Debt Proceeds Capital Contingency Reserve Sub-Account have been established solely for the benefit of the Owners of the DRP 4 Series 2025 Bonds outstanding pursuant to the Series 2025 Indenture and will be held by the Collateral Agent, and the Security Interest therein maintained, for the exclusive benefit of only such Owners and shall not be available to any Owners of any other Bonds or any Additional Senior Indebtedness Holders, or any other Secured Party or any other Person. Amounts in the DRP 4 Series 2025 Debt Proceeds Capital Contingency Reserve Sub-Account shall be used to pay Project Costs that are Qualified Costs for the Project of DRP 4 only after amounts within the DRP 4 Series 2025 Debt Proceeds Sub-Account have been disbursed in accordance with the terms of this Section 5.04.

(iii) Each other sub-account of the Debt Proceeds Sub-Account that is established in accordance with the requirements of any other Bond Indenture or any Additional Senior Secured Indebtedness Documents shall be established solely for the benefit of the specific Owners of such Bonds under such Bond Indenture or the specific Additional Senior Secured Indebtedness Holders under such Additional Senior Secured Indebtedness Documents, and held by the Collateral Agent, and the Security Interest therein maintained, for the exclusive benefit of only the Owners of such Bonds or such Additional Senior Secured Indebtedness Holders, and shall not be available to the Owners of the DRP 4 Series 2025 Bonds, any other Secured Party or any other Person.

(d) Notwithstanding anything herein to the contrary, each Repauno Entity will be entitled to direct the Collateral Agent pursuant to an Equity Transfer Certificate (substantially in the form attached hereto as Exhibit K) from time to time to transfer funds between and among the Equity Contribution Sub-Account and the Other Proceeds Sub-Account, solely to the extent (A) such funds constitute proceeds of an Additional Equity Contribution or proceeds of Additional Senior Indebtedness or Permitted Subordinated Debt and (B) such transfers are otherwise in compliance with any applicable Financing Obligation Documents, as certified by the applicable Repauno Entity in the Equity Transfer Certificate. The delivery of the Equity Transfer Certificate shall constitute conclusive evidence upon which the Account Bank and the Collateral Agent may rely that such transfer is permitted.

(e) Subject to Sections 5.16(d) and 9.08 hereof, each Repauno Entity will request pursuant to a Construction Account Withdrawal Certificate disbursements of moneys on deposit in the Construction Account, including the applicable sub-accounts of the Debt Proceeds Sub-Account, the Equity Contribution Sub-Account and the Other Proceeds Sub-Account as set forth in this paragraph (e); provided, however, that if the funds on deposit in the Construction Account are the proceeds of Additional Senior Indebtedness (including any Revolving Facility), the applicable Repauno Entity shall not be required to satisfy the conditions in subclauses (ii), (iii) or (ix) of this paragraph (e) for disbursement of such funds. Amounts in the Construction Account will be transferred by the Collateral Agent as directed in the applicable Construction Account Withdrawal Certificate to pay for or reimburse Project Costs not later than the second (2^nd) Business Day prior to the proposed date of disbursement (or such shorter period prior to the applicable Closing Date as is acceptable to the Collateral Agent with respect to disbursements on such Closing Date). The delivery of the Construction Account Withdrawal Certificate shall conclusively evidence the satisfaction of all conditions precedent to the disbursement in this Agreement, including the below conditions (and the Collateral Agent and Account Bank may rely upon such Construction Account Withdrawal Certificate and in no event shall the Collateral Agent or Account Bank be required to confirm the satisfaction of any such conditions or to review any documentation accompanying a Construction Account Withdrawal Certificate):

(i) [reserved];

(ii) delivery to the Collateral Agent of a duly executed certificate from the applicable Repauno Entity, stating that (A) for any amount requested pursuant to such Construction Account Withdrawal Certificate, the work on the applicable Project performed as of the date of such Construction Account Withdrawal Certificate has been performed generally consistent with the terms of the Transaction Documents and such amount does not exceed the amount of Project Costs then due and payable or which are due and payable within 30 days of the requested disbursement date, and (B) the Substantial Completion Date for the applicable Project is reasonably expected to be achieved on or prior to the Substantial Completion Deadline for such Project (and, in the case of disbursements to fund such Project, also stating that substantial completion is reasonably expected to be achieved with funds on deposit in the Construction Account together with cash on-hand or available from committed sources); provided, however, that upon a determination that the Substantial Completion Date for such Project will not occur on or before the Substantial Completion Deadline for such Project, a draw from the Construction Account will be allowed so long as either (A) the Technical Advisor is satisfied that the applicable Repauno Entity’s remediation plan demonstrates that the applicable Substantial Completion Date can be achieved on or before the applicable Extended Substantial Completion Deadline, which satisfaction, in either case, must be evidenced by certification thereof in the Technical Advisor Certificate, or (B) the Technical Advisor is reasonably satisfied that the applicable Repauno Entity is able to satisfy its obligations to customers in all material respects under then-existing commercial contracts using assets or equipment previously constructed, and in commercial operation (with respect to the applicable Project), which reasonable satisfaction must be evidenced by certification thereof in the Technical Advisor Certificate; provided further, that none of the foregoing requirements of this clause (ii) will apply to Project Costs constituting the payment of interest on the Bonds, the Taxable Term Loan or any Additional Senior Indebtedness or the Costs of Issuance of Bonds or any Additional Senior Indebtedness that are otherwise being paid in accordance with the Financing Obligation Documents;

(iii) the amounts requested pursuant to the Construction Account Withdrawal Certificate for the payment or reimbursement of Project Costs have been incurred in connection with the planning, design, developing, equipping, renovating, financing and construction and placing into service of the applicable Project, shall be applied to pay or reimburse Project Costs, are a proper charge against the applicable sub-account from which such amounts are being drawn and have not been the basis for a prior requisition that has been paid;

(iv) all amounts previously drawn for the payment or reimbursement of Project Costs through the procedures set forth in Section 5.04 of this Agreement have been fully applied and have been applied solely to pay or reimburse Project Costs;

(v) no Potential Secured Obligation Event of Default or Secured Obligation Event of Default has occurred and is continuing (unless such disbursement will cure such Potential Secured Obligation Event of Default or Secured Obligation Event of Default) or will occur as a result of the disbursement;

(vi) the representations and warranties given by the applicable Repauno Entity under the Financing Obligation Documents will be true and correct in all material respects on and as of the applicable draw date, except to the extent such representations or warranties specifically refer to an earlier date, in which case it shall be true and correct in all material respects as of such date;

(vii) copies of all documentation, reports and affidavits, in each case as required to be delivered to the applicable Repauno Entity pursuant to the applicable Issuer Lease Agreement or other Financing Obligation Document, shall have been delivered to the Collateral Agent;

(viii) no Bankruptcy Event with respect to any Repauno Group Member has occurred and is continuing;

(ix) amounts to be disbursed from the applicable sub-account(s) of the Debt Proceeds Sub-Account or the Equity Contribution Sub-Account will not be used to acquire any building or facility that will be, during the term of any issued Bonds, used by, occupied by, leased to or paid for by any state, county, or municipal agency or entity, other than amounts to be disbursed in connection with the transactions contemplated by this Agreement or any other Financing Document;

(x) the funds being requisitioned will be used as represented and warranted in the applicable Issuer Lease Agreement or other Financing Obligation Document and to the extent applicable as stated in any Federal Tax Certificate and shall comply with any requirements related to an Issuer’s Affirmative Action Program and Prevailing Wage Rate Provisions in accordance with, and as defined under, the applicable Issuer Lease Agreement;

(xi) delivery to the Collateral Agent of all unconditional lien releases and waivers for all past Construction Account Withdrawal Certificates, in each case, from each Contractor that has timely filed a notice to owner sufficient to perfect such Contractor’s right to a lien in compliance with all applicable Laws and such right has not expired or been extinguished (by passage of time or otherwise), if such releases and waivers have not previously been delivered to the Collateral Agent, in each case, other than with respect to Permitted Security Interests; and

(xii) all Governmental Approvals necessary to perform the work for which Project Costs are being requested shall have been obtained and maintained or, if customary to obtain the same at a later date, shall be reasonably expected to be obtained and maintained as and when required under applicable Law and under the Transaction Documents, except where failure to obtain or maintain such Governmental Approval would not reasonably be expected to have a Material Adverse Effect.

(f) Notwithstanding anything herein to the contrary, if on the Business Day immediately preceding an Interest Payment Date for any Bonds or Taxable Term Loan prior to the applicable Final Substantial Completion Date, after giving effect to all transfers required to be made under Sections 5.02(b) and 5.02(e), there are insufficient moneys on deposit in, (i) with respect to the (A) DRP 4 Series 2025 Bonds, the Bonds Principal Sub-Account and the Bonds Interest Sub-Account or (B) Bonds (other than the DRP 4 Series 2025 Bonds), the applicable sub-account of the Revenue Account for such applicable Bond Indenture, or (ii) with respect to the Taxable Term Loan, the Taxable Debt Principal Sub-Account and the Taxable Debt Interest Sub-Account, in each case, to pay interest on the DRP 4 Series 2025 Bonds, the applicable Bonds (other than the DRP 4 Series 2025 Bonds) or the Taxable Term Loan on the next Interest Payment Date, the applicable Bond Trustee (with respect to such insufficiency for such Bonds) or the Taxable Term Loan Administrative Agent (with respect to such insufficiency for the Taxable Term Loan) will notify the Collateral Agent in writing of such deficiency and the Collateral Agent shall (without the need of a Construction Account Withdrawal Certificate and without further direction by the applicable Repauno Entity) transfer moneys on deposit in the sub-accounts of the Construction Account (other than the Debt Proceeds Sub-Account), to the extent any such moneys are available, to (1) the Bonds Interest Sub-Account (with respect to the DRP 4 Series 2025 Bonds), (2) the applicable sub-account of the Revenue Account (with respect to such Bonds (other than the DRP 4 Series 2025 Bonds) as applicable) or (3) the Taxable Debt Interest Sub-Account (with respect to the Taxable Term Loan), in the amount necessary (taking into account, with respect to (I) the DRP 4 Series 2025 Bonds, the amounts on deposit in Bonds Principal Sub-Account and the Bonds Interest Sub-Account, (II) such Bonds (other than the DRP 4 Series 2025 Bonds), the amounts then on deposit in the applicable sub-accounts of the Revenue Account, and (III) the Taxable Term Loan, the amounts then on deposit in the Taxable Debt Principal Sub-Account and the Taxable Debt Interest Sub-Account) to make the Interest Payments due on the applicable Bonds or Taxable Term Loan, as applicable, on such Interest Payment Date. Unless otherwise directed by a Responsible Officer of the applicable Repauno Entity to apply moneys in the Equity Contribution Sub-Account, the applicable sub-account(s) of the Debt Proceeds Sub-Account and the Other Proceeds Sub-Account of the Construction Account for use in accordance with this paragraph (f) in a different proportion, such amounts shall be transferred pro rata from such sub-accounts.

(g) The Collateral Agent shall comply with any Construction Account Withdrawal Certificate received pursuant to this Section 5.04; provided, that if such Construction Account Withdrawal Certificate is not in the form of Exhibit I, the Collateral Agent will not make such proposed payment, withdrawal or transfer until such time as it has submitted a revised requisition in the form of Exhibit I; and provided, further, that the failure to give any such notice shall not be deemed to be an approval of the proposed payment, withdrawal or transfer or a waiver of any rights of the Secured Parties with respect thereto. Except as contemplated in the immediately preceding sentence, each Repauno Entity shall, in the absence of a Secured Obligation Event of Default having occurred and being continuing, be entitled to direct the disbursement of funds from all of the accounts contemplated herein for the purposes (and in accordance with the terms) set forth herein. Upon receipt of a notice of a Secured Obligation Event of Default and solely during the continuance thereof, the Collateral Agent shall comply with the requirements of Section 5.16(d) hereof. For the avoidance of doubt, any Secured Party shall at all times have the right to give the notice contemplated by the first sentence of this paragraph (g) if the relevant requisition does not comply with the terms of this Agreement.

(h) Except as otherwise required by any applicable Law, to the extent that on the applicable Final Substantial Completion Date, there shall be any funds remaining on deposit in the Construction Account or any sub-account thereof, the applicable Repauno Entity may direct the Account Bank and the Collateral Agent in a Construction Account Withdrawal Certificate to apply such amounts as follows:

First, amounts will be retained in the Construction Account in the amount necessary for the payment of any remaining Project Costs needed to achieve the applicable Completion Date as determined by such Repauno Entity and certified by the Technical Advisor.

Second, from any excess unspent proceeds of any Bonds that remain in the applicable sub-account of the Debt Proceeds Sub-Account) (as evidenced in a Company Completion Certificate pursuant to Section 4.5(g) of the Series 2025 Indenture (or substantially similar section of the applicable Bond Indenture)), solely to the extent expressly required by the Code and upon the advice of Bond Counsel solely for the purpose of preserving the tax-exempt status of the applicable Bonds, to be used to redeem or defease the Bonds at a redemption price of 100% of the principal amount thereof (or the amortized value thereof, if issued at a premium) plus any applicable make-whole amount and interest accrued to the date fixed for redemption in accordance with the applicable Bond Indenture.

Third, after the transfers (if any) pursuant to the preceding clause Second is complete, to the Revenue Account.

Section 5.05 Debt Service Reserve Account.

(a) The Debt Service Reserve Account has been established and is solely for the benefit of the Owners of any Bonds, the lenders of the Taxable Term Loan and any other Additional Senior Secured Indebtedness Holders. More specifically:

(i) The DRP 4 Series 2025 Bonds Debt Service Reserve Sub-Account has been established solely for the benefit of the Owners of the DRP 4 Series 2025 Bonds outstanding pursuant to the Bond Indenture applicable thereto and will be held by the Collateral Agent, and the Security Interest therein maintained, for the exclusive benefit of only such Owners and shall not be available to any Owners of any other Bonds or any Additional Senior Indebtedness Holders, any other Secured Party or any other Person.

(ii) The Taxable Term Loan Debt Service Reserve Sub-Account has been established solely for the benefit of the Secured Creditors holding the Taxable Term Loan outstanding pursuant to the Financing Obligations Documents applicable thereto and will be held by the Collateral Agent, and the Security Interest thereon maintained, for the exclusive benefit of only such Secured Creditors and shall not be available to any other Secured Creditors, any other Secured Party or any other Person.

(iii) Each other sub-account of the Debt Service Reserve Account that is established in accordance with the requirements of any other Bond Indenture or any Additional Senior Secured Indebtedness Documents shall be established solely for the benefit of the specific Owners of such Bonds under such Bond Indenture or the specific Additional Senior Secured Indebtedness Holders under such Additional Senior Secured Indebtedness Documents, and held by the Collateral Agent, and the Security Interest therein maintained, for the exclusive benefit of only the Owners of such Bonds or such Additional Senior Secured Indebtedness Holders, and shall not be available to the Owners of the DRP 4 Series 2025 Bonds, any other Secured Party or any other Person.

(b) The applicable sub-account of the Debt Service Reserve Account will be funded on the Closing Date in respect of any Bonds, the Taxable Term Loan or any other Additional Senior Secured Indebtedness in an amount equal to the Debt Service Reserve Requirement for such Bonds or Additional Senior Secured Indebtedness, as applicable. To the extent permitted by the applicable Financing Documents, the applicable Repauno Entity may elect to fund such sub-account in excess of the Debt Service Reserve Requirement, subject to compliance with any applicable yield restrictions in respect of the proceeds thereon.

(c) In addition, on each Transfer Date, the Collateral Agent will cause amounts in the Revenue Account, to the extent available, to be deposited in accordance with Section 5.02(b) hereof into the Debt Service Reserve Account.

(d) Except as provided in paragraph (g) below, moneys on deposit in each sub-account of the Debt Service Reserve Account that pertains to Bonds shall be used by the Collateral Agent (without the requirement of a Funds Transfer Certificate and without any further direction of any Repauno Entity) as follows:

(i) if on any Transfer Date immediately preceding an Interest Payment Date or Principal Payment Date, as applicable, the funds on deposit in the Bonds Interest Sub-Account or the Bonds Principal Sub-Account (as applicable) for the relevant Bonds together with funds in the Tax-Exempt Funded Interest Sub-Account, or the Interest Account or the Principal Account of the Debt Service Fund under the applicable Bond Indenture (as applicable) (after giving effect to the transfers contemplated in Fifth and Sixth in Section 5.02(b) hereof solely with respect to such Bonds and the transfers contemplated in Section 5.02(e)) are insufficient to pay the principal, redemption price or interest on such Bonds on the applicable Interest Payment Date or Principal Payment Date, at the request of the applicable Bond Trustee, funds on deposit in the sub-account for such Bonds within the Debt Service Reserve Account will be transferred from the Debt Service Reserve Account, to the applicable Interest Account or Principal Account for such Bonds, as applicable, for payment of interest or principal due and payable on such Bonds on the next Interest Payment Date or Principal Payment Date as applicable;

(ii) if on any Transfer Date immediately preceding an Interest Payment Date or Principal Payment Date, as applicable, the funds on deposit in the Taxable Debt Interest Sub-Account or the Taxable Debt Principal Sub-Account together with funds in the Taxable Funded Interest Sub-Account (as applicable) (after giving effect to the transfers contemplated in Fifth and Sixth in Section 5.02(b) hereof solely with respect to any Taxable Term Loans and the transfers contemplated in Section 5.02(e)) are insufficient to pay the principal or interest on the Taxable Term Loans on the applicable Interest Payment Date or Principal Payment Date, at the request of the Taxable Term Loan Administrative Agent, funds on deposit in the Taxable Term Loan Debt Service Reserve Sub-Account will be transferred from the Taxable Term Loan Debt Service Reserve Sub-Account, to the Taxable Debt Interest Sub-Account or the Taxable Debt Principal Sub-Account, as applicable, for payment of interest or principal due and payable on the Taxable Term Loan on the next Interest Payment Date or Principal Payment Date as applicable; and

(iii) following the taking of an Enforcement Action, moneys in such sub-account Debt Service Reserve Account shall be applied in the manner set forth in Section 9.08.

(e) Except as provided in paragraph (g) below, moneys on deposit in each sub-account of the Debt Service Reserve Account that pertains to the Taxable Term Loan or other Additional Senior Secured Indebtedness shall be used by the Collateral Agent (without the requirement of a Funds Transfer Certificate and without any further direction of any Repauno Entity) as follows:

(i) In the event funds on deposit in the Revenue Account (and with respect to the Taxable Term Loan, in the Taxable Funded Interest Sub-Account) are insufficient to fund the transfers contemplated in Fifth and Sixth in Section 5.02(b) hereof for the payment of debt service on the Taxable Term Loan or other applicable Additional Senior Secured Indebtedness at the times required thereby, after application of the transfers contemplated in Section 5.02(e), at the written request of any other applicable Secured Debt Representative, funds on deposit in the sub-account designated for such Additional Senior Secured Indebtedness within the Debt Service Reserve Account shall be transferred and applied to pay such debt service when due.

(ii) Following an Enforcement Action, monies in such sub-account of the Debt Service Reserve Account shall be applied in the manner described in Section 9.08.

(f) Except as provided in paragraph (g) below, any amounts on deposit in the sub-accounts of the Debt Service Reserve Account in excess of the applicable Debt Service Reserve Requirement shall be applied in accordance with the requirements of Section 5.02(d) hereof.

(g) Notwithstanding any other provision of this Agreement, each Repauno Entity may substitute for all or any portion of the cash or Permitted Investments on deposit in the Debt Service Reserve Account, a Qualified Reserve Account Credit Instrument in favor of the Collateral Agent; provided, however, with respect to any Bonds and any other Additional Senior Secured Indebtedness the interest on which is tax-exempt for federal income tax purposes the applicable Repauno Entity shall be required to deliver to the applicable Bond Trustee a written opinion of Bond Counsel to the effect that such actions will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the applicable Secured Obligations. In the event any Repauno Entity replaces cash or Permitted Investments on deposit in the Debt Service Reserve Account with such Qualified Reserve Account Credit Instrument and delivers any such Qualified Reserve Account Credit Instrument to the Collateral Agent, the cash or Permitted Investments so replaced will be transferred to the Revenue Account.

(h) The Collateral Agent shall (without further direction from any Repauno Entity) draw on any Qualified Reserve Account Credit Instrument provided in accordance with the preceding paragraph (f) if: (i) such Qualified Reserve Account Credit Instrument is not replaced 30 days prior to expiry thereof, (ii) upon being notified by any Repauno Entity that there has been a downgrade of the issuer of such Qualified Reserve Account Credit Instrument such that it is no longer an Acceptable Bank or Acceptable Surety, as and if applicable, or (iii) at any time funds are payable out of the applicable sub-account of the Debt Service Reserve Account.

Section 5.06 Repair and Replacement Reserve Account.

(a) The Repair and Replacement Reserve Account shall be funded by each Repauno Entity commencing on the first Transfer Date immediately following the earliest Substantial Completion Date of any Project (but in any event, not before December 31, 2025) from funds in the Revenue Account in accordance with Section 5.02(b) hereof so that the amounts on deposit in such account, when added to any Draw Availability not allocated to any other account, are equal to the Repair and Replacement Reserve Required Balance. Each Repauno Entity will have the right to request disbursements from the Repair and Replacement Reserve Account upon delivery to the Collateral Agent a Funds Transfer Certificate for the purpose of paying Major Maintenance Costs in accordance with the Major Maintenance Plan.

(b) On each Transfer Date on which Major Maintenance Costs are due and payable or reasonably expected to become due and payable prior to the next succeeding Transfer Date in accordance with Section 5.06(a), monies on deposit in the Repair and Replacement Reserve Account (up to the aggregate amount of such costs) will be transferred to the applicable Operating Account designated by the applicable Repauno Entity in accordance with Section 5.13 hereof and used by such Repauno Entity to pay such Major Maintenance Costs as and when requested in writing by such Repauno Entity in a Funds Transfer Certificate.

(c) Funds held in the Repair and Replacement Reserve Account that are not spent on Major Maintenance Costs during the fiscal year for which such funds were reserved due to deferral of Major Maintenance during any such fiscal year (the “Non-Completed Work”) will be retained in the Non-Completed Work Sub-Account and applied as directed by the applicable Repauno Entity in a Funds Transfer Certificate to the costs of completing the Non-Completed Work; provided, that (x) any such funds retained in the Non-Completed Work Sub-Account for application to Non-Completed Work will be deemed not on deposit in the Repair and Replacement Reserve Account for purposes of calculating whether the amounts on deposit therein, when added to any Draw Availability not allocated to any other account, are sufficient to meet the applicable Repair and Replacement Reserve Required Balance; provided further that the Non-Completed Work will not be considered in the calculation of the Repair and Replacement Reserve Required Balance and (y) the applicable Repauno Entity shall direct that any funds remaining on deposit in the Non-Completed Work Sub-Account after completion of the applicable Non-Completed Work to be transferred to the Revenue Account and distributed in accordance with Section 5.02(b) hereof.

(d) The Repair and Replacement Reserve Account may be funded, from time to time, by one or more of the following: (i) transfers of funds from the Revenue Account in accordance with Section 5.02(b), (ii) the proceeds of any Additional Senior Secured Indebtedness, and (iii) Additional Equity Contributions that are deposited, pursuant to a written request by the applicable Repauno Entity to the Collateral Agent, directly into the Repair and Replacement Reserve Account.

(e) Any amounts on deposit in the Repair and Replacement Reserve Account in excess of the applicable Repair and Replacement Reserve Required Balance shall be applied in accordance with the requirements of Section 5.02(d) hereof.

(f) Moneys in the Repair and Replacement Reserve Account will be used by the Collateral Agent to pay debt service (without the requirement of a Funds Transfer Certificate and without any further direction by the applicable Repauno Entity) in accordance with Section 5.02(e)(ii) hereof.

(g) Following an Enforcement Action, monies in the Repair and Replacement Reserve Account shall be applied in the manner described in Section 9.08.

Section 5.07 Ramp-Up and Project Operating Reserve Account

(a) The Ramp-Up and Project Operating Reserve Account will be funded on the Closing Date with certain of the proceeds of the DRP 4 Series 2025 Bonds as set forth in the Funds Flow Memorandum for the DRP 4 Series 2025 Bonds.

(b) Prior to the Completion Date for the Project of DRP 4, the Repauno Entities shall not be required to maintain the balance of the Ramp-Up and Project Operating Reserve Account up to an amount equal, when added to any Draw Availability not allocated to any other Project Account of DRP 4, to the applicable Project Operating Reserve Requirement. Prior to the Completion Date for the Project of DRP 4, available moneys in the Ramp-Up and Project Operating Reserve Account will be used to pay (i) Project Costs to the extent that moneys available in the DRP 4 Series 2025 Debt Proceeds Sub-Account and the DRP 4 Series 2025 Debt Proceeds Capital Contingency Reserve Sub-Account are insufficient to provide for the completion of such Project, and all such transfers from the Ramp-Up and Project Operating Reserve Account shall be subject to the Construction Account withdrawal requirements of Section 5.04, and (ii) O&M Expenditures in connection with the anticipated ramp-up of operations of such Project, and with facilities functionally related and subordinate to such Project.

(c) After the Completion Date for the Project of DRP 4, the Ramp-Up and Project Operating Reserve Account shall be funded on each Transfer Date, to the extent moneys are available therefor from the Revenue Account, up to an amount equal, when added to any Draw Availability not allocated to any other Project Account of DRP 4, to the applicable Project Operating Reserve Requirement in accordance with Section 5.02(b) as certified by DRP 4 to the Collateral Agent. Available moneys in the Ramp-Up and Project Operating Reserve Account will be used to pay O&M Expenditures in the event other moneys are not available therefor from Draw Availability allocated to the Ramp-Up and Project Operating Reserve Account or in the Operating Accounts, the Revenue Account, the Repair and Replacement Reserve Account or the Equity Lock-Up Account in accordance with this Agreement and to pay debt service in accordance with paragraph (d) upon delivery to the Collateral Agent a Funds Transfer Certificate.

(d) Any amounts on deposit in the Ramp-Up and Project Operating Reserve Account in excess, when added to any Draw Availability not allocated to any other account, of the applicable Project Operating Reserve Requirement (as certified by the applicable Repauno Entity to the Collateral Agent) shall be applied in accordance with the requirements of Section 5.02(d) hereof.

(e) Moneys in the Ramp-Up and Project Operating Reserve Account will be used by the Collateral Agent to pay debt service (without the requirement of a Funds Transfer Certificate and without any further direction by any Repauno Entity) in accordance with Section 5.02(e)(ii) hereof.

(f) Following an Enforcement Action, monies in the Ramp-Up and Project Operating Reserve Account shall be applied in the manner described in Section 9.08.

Section 5.08 [Reserved].

Section 5.09 Mandatory Prepayment Account.

(a) Funds will be deposited into the applicable sub-account of the Mandatory Prepayment Account to repay, as applicable to such sub-account and the applicable Repauno Entity, the Bonds in accordance with any applicable Bond Indenture, the Taxable Term Loan in accordance with the Financing Documents applicable thereto, and any Additional Senior Secured Indebtedness in accordance with the Additional Senior Secured Indebtedness Documents. The following amounts, when received by the applicable Repauno Entity, will be deposited into the applicable sub-account of the Mandatory Prepayment Account for the prepayment of, as applicable to such sub-account and the applicable Repauno Entity, any Bonds, the Taxable Term Loan and any Additional Senior Secured Indebtedness on a pro rata basis in relation to the outstanding principal amount of the Secured Obligations (as applicable), except as otherwise provided in clauses (ii), (iii) and (iv) below, and transferred to the applicable Bond Trustee (for prepayment of the applicable Bonds), the Taxable Term Loan Administrative Agent (for prepayment of the Taxable Term Loan) or the applicable Secured Debt Representative (for prepayment of any Additional Senior Secured Indebtedness):

(i) from net amounts of Loss Proceeds, received by the applicable Repauno Entity in accordance with Section 5.03;

(ii) with respect to any Bonds, otherwise in accordance with the applicable Bond Indenture;

(iii) with respect to the Taxable Term Loan, otherwise in accordance with the Financing Documents applicable thereto; and

(iv) with respect to any Additional Senior Secured Indebtedness, otherwise in accordance with the applicable Secured Obligation Documents.

(b) Notwithstanding anything to the contrary herein, (i) the DRP 4 Series 2025 Bonds Mandatory Prepayment Sub-Account shall be pledged solely as collateral to secure the DRP 4 Series 2025 Bonds and shall be established solely for the benefit of the Owners of the DRP 4 Series 2025 Bonds, and will be held by the Collateral Agent, and the Security Interest therein maintained, for the exclusive benefit of only such Owners (and none of the other Secured Parties or any other Person shall have any security interest in the DRP 4 Series 2025 Bonds Mandatory Prepayment Sub-Account), (ii) the Taxable Term Loan Mandatory Prepayment Sub-Account shall be pledged solely as collateral to secure the Taxable Term Loan Obligations and shall be established solely for the benefit of the holders of such Taxable Term Loan Obligations, and will be held by the Collateral Agent, and the Security Interest therein maintained, for the exclusive benefit of only such holders (and none of the other Secured Parties or any other Person shall have any security interest in the Taxable Term Loan Mandatory Prepayment Sub-Account) and (iii) any sub-account created under the Mandatory Prepayment Account for the prepayment of, as applicable, any Bonds in accordance with any applicable Bond Indenture or any Additional Senior Secured Indebtedness in accordance with the Additional Senior Secured Indebtedness Documents shall be pledged solely as collateral to secure such Bonds or such Additional Senior Secured Indebtedness in accordance with the applicable Bond Indenture or Additional Senior Secured Indebtedness Documents and shall be established solely for the benefit of the applicable Owners of such Bonds or the Additional Senior Secured Indebtedness Holders or such Additional Senior Secured Indebtedness and will be held by the Collateral Agent, and the Security Interest therein maintained, for the exclusive benefit of only such Owners of such Bonds or such Additional Senior Secured Indebtedness Holders (and none of the other Secured Parties nor any other Person shall have any Security Interest in such sub-accounts).

(c) Following an Enforcement Action, monies in the Mandatory Prepayment Account shall be applied in the manner described in Section 9.08.

Section 5.10 Distribution Account.

(a) The Distribution Account shall be funded in accordance with and subject to Section 5.02(b) of this Agreement, solely to the extent that the applicable Restricted Payment Conditions are satisfied on the date of any such transfer.

(b) Each Repauno Entity will have the exclusive right to withdraw or otherwise dispose of funds on deposit in the Distribution Account to any other account or to such other Person as directed by such Repauno Entity in its sole discretion, and the Distribution Account (and any amounts on deposit therein) will not constitute Collateral.

(c) Any amounts payable to the Distribution Account pursuant to clause Fourteenth as set forth in Section 5.02(b) hereof will be paid to the Distribution Account within fifteen (15) days after the Collateral Agent’s receipt of the Funds Transfer Certificate and accompanying Distribution Release Certificate signed by a Responsible Officer of the applicable Repauno Entity.

Section 5.11 Equity Lock-Up Account.

(a) Each Repauno Entity shall direct that any funds that would have been payable to make payments of Permitted Subordinated Debt or to the Distribution Account but for the failure of a Restricted Payment Condition to be satisfied under clauses Eleventh, Twelfth or Fourteenth as set forth in Section 5.02(b) hereof be transferred to the Equity Lock-Up Account.

(b) Each Repauno Entity may direct that funds on deposit in the Equity Lock-Up Account be transferred to make payments of Permitted Subordinated Debt or (if no such payments as described in clauses Eleventh through Fourteenth of Section 5.02(b) hereof are then due and payable) to the Distribution Account within fifteen (15) days after any Distribution Date following the applicable Final Substantial Completion Date; provided, that (1) all of the Restricted Payment Conditions are satisfied on the Distribution Date commencing such 15-day period in accordance with the applicable Financing Obligation Documents and (2) such Repauno Entity delivers a Distribution Release Certificate signed by a Responsible Officer of such Repauno Entity to the Collateral Agent; provided further, that the amount of funds available to be transferred from the Equity Lock-Up Account in respect of any Distribution Date will be not greater than the amount of funds in the Equity Lock-Up Account on the Distribution Date.

(c) The funds held in the Equity Lock-Up Account may be required to be applied to make mandatory prepayment or redemption of, or for a mandatory offer to pay or redeem, Secured Obligations and, to the extent to be applied to make such prepayment or redemption, shall be transferred at the direction of the applicable Repauno Entity to the applicable Secured Debt Representatives and applied to the prepayment or redemption of the Secured Obligations upon failure to satisfy the Restricted Payment Conditions in accordance with the terms of the applicable Secured Obligation Documents.

(d) Funds held in the Equity Lock-Up Account shall be used by the Collateral Agent, without the requirement of a Funds Transfer Certificate and without further direction by any Repauno Entity, to fund a shortfall in clauses First through Ninth set forth in Section 5.02(b) hereof.

(e) Following an Enforcement Action, monies in the Equity Lock-Up Account shall be applied in the manner described in Section 9.08.

Section 5.12 Capital Projects Account. Funds may be deposited into the Capital Projects Account at the direction of any Repauno Entity from Additional Equity Contributions, the proceeds of Permitted Subordinated Debt or the proceeds of other Permitted Indebtedness to be used to pay the costs of Capital Projects in accordance with the requirements set forth in the applicable Issuer Lease Agreement or other Financing Obligation Document. The Collateral Agent shall transfer funds from the Capital Projects Account upon request by the applicable Repauno Entity, together with a certificate from a Responsible Officer of such Repauno Entity to the effect that such Capital Project is permitted pursuant to the applicable Issuer Lease Agreement or other Financing Obligation Document, except that following an Enforcement Action, monies in the Capital Projects Account shall be applied in the manner described in Section 9.08.

Section 5.13 Operating Accounts and Equity Funded Account.

(a) From and following each Closing Date, Project Revenues received by any Repauno Entity will be transferred from the Revenue Account to the applicable Operating Account(s) designated by the applicable Repauno Entity from time to time in accordance with the provisions set forth in Section 5.02(b) hereof. Funds may also be deposited into the applicable Operating Account(s) designated by the applicable Repauno Entity from time to time from the proceeds of the incurrence of Permitted Indebtedness to the extent such funds are not otherwise required to be deposited in the Construction Account or any other Project Account. Except when a Secured Obligation Event of Default has occurred and is continuing, each Repauno Entity may make withdrawals from, and write checks against, any Operating Account without having to comply with any conditions, other than that such amounts must be applied towards Project Costs, in the case of amounts transferred therein from the Construction Account or as otherwise required herein, and O&M Expenditures or Project Costs in the case of other such amounts.

(b) Funds may be deposited into the Equity Funded Account from the proceeds of Permitted Subordinated Debt (provided that the interest on such Permitted Subordinated Debt is taxable for federal income tax purposes) or Additional Equity Contributions to be used by any Repauno Entity for any purpose other than funding Project Costs. Except when a Secured Obligation Event of Default has occurred and is continuing, each Repauno Entity may make withdrawals from, and write checks against, the Equity Funded Account without having to comply with any conditions.

Section 5.14 Funds as Collateral

. Except as otherwise specified in this Agreement as segregated or exclusive Collateral granted for specific Secured Parties, any deposit made into the Project Accounts hereunder (except through clerical or other manifest error or in a manner that is otherwise inconsistent with this Agreement) shall be irrevocable and all cash, cash equivalents, instruments, investments and other securities on deposit in or credited to the Project Accounts shall be subject to the Security Interest of the Security Agreement and shall constitute Collateral for the benefit of the Secured Parties as provided herein.

Section 5.15 Investment.

(a) Funds in the Project Accounts may be invested and reinvested only in Permitted Investments (at the risk and expense of the applicable Repauno Entity) in accordance with written instructions given to the Collateral Agent by the applicable Repauno Entity (prior to the occurrence of a Secured Obligation Event of Default and, thereafter (so long as such Secured Obligation Event of Default shall be continuing), as directed in writing by the applicable Secured Debt Representatives representing the Required Secured Creditors) and, unless a Secured Obligation Event of Default has occurred and is continuing, the applicable Repauno Entity is entitled to instruct the Collateral Agent to liquidate Permitted Investments for purposes of effecting any such investment or reinvestment or for any other purpose permitted hereunder. Earnings from the investment of moneys held in any of the Project Accounts and losses from the investment of moneys held in any Project Account shall be deposited in or charged against the Project Account in which they were realized. The Collateral Agent shall not be required to take any action with respect to investing the funds in any Project Account in the absence of written instructions by the applicable Repauno Entity or the Required Secured Creditors (to the extent provided in accordance with the terms hereof) and shall hold such funds un-invested in the absence of the receipt of written investment instructions. The Collateral Agent shall not be liable for any loss resulting from any Permitted Investment or the sale or redemption thereof made in accordance with the terms hereof. If and when cash is required for disbursement in accordance with this Article V or Section 9.08 hereof, the Collateral Agent is authorized, without instructions from the applicable Repauno Entity, to the extent necessary to make payments or transfers required pursuant to this Article V or Section 9.08 hereof, in the event the applicable Repauno Entity fails to direct the Collateral Agent to do so in a timely manner, to cause Permitted Investments to be sold or otherwise liquidated into cash (without regard to maturity) in such manner as the Collateral Agent shall deem reasonable under the circumstances. All funds in the Project Accounts and all Permitted Investments made in respect thereof shall constitute part of the Collateral.

(b) The Collateral Agent shall have no obligation to invest or reinvest the funds on the day the funds are deposited if all or a portion of the funds is deposited with (or instructions with respect to the same are given to) the Collateral Agent after 11 a.m. (New York, New York time) on the day of deposit. Instructions to invest or reinvest that are received after 11 a.m. (New York, New York time) will be treated as if received on the following Business Day.

(d) The parties hereto each acknowledge that non-deposit investment products are not obligations of, or guaranteed, by UMB Bank, N.A. nor any of its affiliates; are not FDIC insured; and are subject to investment risks, including the possible loss of principal amount invested in one of the money market funds made available by the Collateral Agent and initially selected by the applicable Repauno Entity or the Secured Debt Representatives representing the Required Secured Creditors (as the case may be).

(e) Any investment direction contained herein may be executed through an affiliated broker or dealer of the Collateral Agent and any such affiliated broker or dealer shall be entitled to such broker’s or dealer’s usual and customary fees for such execution as agreed to by the applicable Repauno Entity or the Secured Debt Representatives representing the Required Secured Creditors (as the case may be). It is agreed and understood that the Collateral Agent may earn fees associated with the investments outlined above to the extent previously agreed with the applicable Repauno Entity. Neither the Collateral Agent nor its Affiliates shall have a duty to monitor the investment ratings of any Permitted Investments.

(f) Investments may be held by the Collateral Agent directly or through any clearing agency or depository (collectively, the “Clearing Agency”) including, without limitation, the federal reserve/treasury book-entry system for U.S. and federal agency securities. The Collateral Agent shall not have any responsibility or liability for the actions or omissions to act on the part of any Clearing Agency.

Section 5.16 Withdrawal and Application of Funds; Priority of Transfers from Project Accounts; Secured Obligation Event of Default.

(a) Except as provided in Sections 5.02(e), 5.04, 5.05, 5.06(f), 5.07 and 5.11(d) of this Agreement and paragraph (d) below, each withdrawal or transfer of funds from the Project Accounts (other than from any Operating Account, the Equity Funded Account and any Collection Account) by the Collateral Agent on behalf of the applicable Repauno Entity will be made pursuant to an executed Funds Transfer Certificate, which certificate will be provided and prepared by the applicable Repauno Entity and will contain a certification by a Responsible Officer of the applicable Repauno Entity that such withdrawal or transfer complies with the requirements of this Agreement. The Collateral Agent and Account Bank may conclusively rely upon any Funds Transfer Certificate as evidence of the satisfaction of all conditions precedent to a disbursement or transfer requested.

(b) Unless a shorter period is acceptable to the Collateral Agent, such Funds Transfer Certificate relating to each applicable Project Account (other than any Operating Account, the Equity Funded Account and any Collection Account) will be delivered to the Collateral Agent no later than two (2) Business Days prior to each date on which funds are proposed to be withdrawn or transferred. In the event that a certificate is not in the form of Exhibit B, no Repauno Entity will be entitled to cause the proposed withdrawal or transfer until it has submitted a revised and compliant certificate.

(c) For the avoidance of doubt, subject to the following paragraph, the applicable Repauno Entity will have the right to withdraw or cause to be transferred funds from the applicable Operating Account (solely for the purpose of payment of O&M Expenditures and Project Costs, as applicable), the applicable Collection Account (or sub-account thereof) (solely for the purpose of depositing such funds into the Revenue Account) or the Equity Funded Account (or applicable sub-account thereof), at any time without approval or consent of the Collateral Agent, any Secured Debt Representative or any other person, so long as such withdrawal is effected in accordance with the terms of this Agreement.

(d) Notwithstanding anything to the contrary contained in this Agreement, upon receipt of a notice of a Secured Obligation Event of Default and during the continuance of the related Secured Obligation Event of Default, the Secured Debt Representatives representing the Required Secured Creditors may, following the taking of an Enforcement Action, without consent of any Repauno Entity, instruct the Collateral Agent in writing (A) not to release, withdraw, distribute, transfer or otherwise make available any funds in or from any of the Project Accounts and to take such action or refrain from taking such action with respect to such funds and Project Accounts as the Secured Debt Representatives (acting in accordance with the direction of the Required Secured Creditors) shall so instruct or (B) to apply proceeds of the Project Accounts to the payment of Secured Obligations, in accordance with the terms of this Agreement and in the order set forth in Section 9.08, so long as such payments are on account of amounts due under the Secured Obligation Documents, in each case until the Collateral Agent has received written notice that such Secured Obligation Event of Default no longer exists due to it having been waived, cured or no longer existing, or having been deemed waived, in accordance with the terms of the relevant Secured Obligation Documents and such Enforcement Action has been cancelled; provided that, subject to Section 13.02, with the written consent of the Secured Debt Representatives of the Required Secured Creditors at any time prior to the taking of an Enforcement Action, proceeds of the Project Accounts will be applied in the order and the manner set forth in Sections 5.02 and 5.04 (as applicable).

(e) Notwithstanding any other provision of this Agreement, the Collateral Agent will not be obligated to monitor or verify (A) the accuracy of any Funds Transfer Certificate, Construction Account Withdrawal Certificate or other written instructions provided to the Collateral Agent for the transfer or deposit of funds with respect to any Project Account, or (B) the use of amounts withdrawn from the Project Accounts pursuant to written instructions given by the applicable Repauno Entity.

Section 5.17 Termination of Project Accounts. Upon the Payment in Full of the Secured Obligations as confirmed in writing by the Secured Debt Representatives, this Agreement will terminate, and the Collateral Agent will, within thirty (30) days of receipt of a request from the Repauno Entities, and at the expense of the Repauno Entities, close the Project Accounts (other than any Operating Account, the Equity Funded Account and any Collection Account, which will remain at the full discretion of the Repauno Entities) and/or liquidate any investments credited thereto and/or transfer the funds deposited therein or credited thereto, as directed by the Repauno Entities. Thereafter, the Collateral Agent and the Account Bank will be released from any further obligation to comply with entitlement orders or instructions directing the disposition of funds originated by the Collateral Agent and the Collateral Agent and the Account Bank will be released from any further obligation to comply with any obligation under any Secured Obligation Document except as specifically provided therein. Nothing contained in this paragraph will be construed to modify or otherwise affect the Collateral Agent’s Security Interest in the Project Accounts and the funds therein, prior to such transfer or Payment in Full of the Secured Obligations.

Section 5.18 Securities Intermediary.

(a) The Securities Accounts shall be established and maintained as securities accounts with the Account Bank. Each of the parties to this Agreement, including the Account Bank, hereby agrees that the Account Bank (or any successor thereto) shall act as the “securities intermediary” as defined in Section 8-102(a)(14) of the UCC and any applicable Federal Book-Entry Regulations, to the extent applicable under and for the purposes of this Agreement and for so long as UMB Bank, N.A. (or any successor thereto) is the Collateral Agent.

(b) The Account Bank hereby accepts and agrees to act as such under this Agreement and represents and warrants that it is as of the date hereof, and shall be for so long as it is the Account Bank hereunder, a banking corporation or a national bank that in the ordinary course of its business maintains securities accounts for others, meets the requirements and qualifications set forth in the first sentence of Section 5.18(e) of this Agreement and is acting in that capacity hereunder. The Account Bank agrees with the parties hereto that each of the Securities Accounts shall be an account to which “financial assets” (as defined in Section 8-102(a)(9) of the UCC) may be credited and the Account Bank undertakes to treat the Collateral Agent as entitled to exercise the rights that comprise such financial assets. The Account Bank agrees with the parties hereto that each item of property (including any cash, security, instrument or obligation, share, participation, interest or other property whatsoever) credited to each Securities Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. Each of the Collateral Agent and the Account Bank represents and warrants that it has not entered into any agreement or taken any other action that gives any Person other than the Collateral Agent control over any of the Securities Accounts. Each of the Collateral Agent and the Account Bank agrees that it shall not become a party to any agreement or take any action that gives any Person other than the Collateral Agent control over any of the Securities Accounts or that is otherwise inconsistent with this Agreement. The Account Bank agrees that any financial assets credited to such Securities Accounts, or any “security entitlement” (as defined in Section 8-102(a)(17) of the UCC or, with respect to book-entry securities, in the applicable Federal Book-Entry Regulations) with respect thereto, shall not be subject to any Security Interest, encumbrance, or right of setoff in favor of the Account Bank or anyone claiming through the Account Bank (other than the Collateral Agent).

(c) It is the intent of the parties hereto (including the Collateral Agent and the Repauno Entities) that the Collateral Agent (for the benefit of the Secured Parties) be, and the Collateral Agent (for the benefit of the Secured Parties) shall be, the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to the Securities Accounts. In any event, notwithstanding any other provision of this Agreement, the Account Bank hereby agrees that it will comply with any “entitlement order” (as defined in Section 8-102(a)(8) of the UCC) with respect any and all “security entitlements” (as defined in Section 8-102(a)(17) of the UCC) carried in any and all Securities Accounts originated by the Collateral Agent without further consent by any Repauno Entity or any other Person. The Account Bank covenants that it will not agree with any Person other than the Collateral Agent to comply with any “entitlement orders” with respect to the Securities Accounts originated by any Person or entity other than the Collateral Agent.

(d) The Account Bank shall not change the name or account number of any Securities Account without the prior written consent of the Collateral Agent and at least five (5) Business Days’ prior notice to the applicable Secured Debt Representatives and the applicable Repauno Entity, and shall not change the “entitlement holder”. The Account Bank shall at all times act as a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC or, with respect to book-entry securities, in the applicable Federal Book-Entry Regulations) in maintaining the Securities Accounts and shall credit to each Securities Account each financial asset to be held in or credited to each Securities Account pursuant to this Agreement. To the extent, if any, that the Collateral Agent is deemed to hold directly, as opposed to having a security entitlement in, any financial asset held by the Account Bank for the Collateral Agent, the Account Bank hereby agrees that it is holding such financial asset as the agent of the Collateral Agent and hereby expressly acknowledges and agrees that it has received notification of the Collateral Agent’s security interest in such financial asset and that it is holding possession of such financial asset for the benefit of the Collateral Agent.

(e) Each Securities Account shall remain at all times with a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC or, with respect to book-entry securities, in the applicable Federal Book-Entry Regulations) that is a bank or other financial institution organized under the laws of the U.S. or any state thereof that has offices in the State of New York that has a total capital stock and unimpaired surplus of not less than $500,000,000.

(f) Any income received by the Collateral Agent with respect to the balance from time to time on deposit in each Securities Account or other account established hereunder, including any interest or capital gains on investments in overnight securities made with amounts on deposit in each such account, shall be credited to the applicable account. All right, title and interest in and to the cash amounts on deposit from time to time in each Securities Account together with any investments in overnight securities from time to time made pursuant to this Section 5.18 shall constitute part of the Collateral for the Secured Obligations and shall be held for the benefit of the Secured Parties and the Repauno Entities as their interests shall appear hereunder and shall not constitute payment of the Secured Obligations (or any other obligations to which such funds are provided hereunder to be applied) until applied thereto as provided in this Agreement.

(g) In the event that, notwithstanding the last sentence of subsection (b) above, the Account Bank has or subsequently obtains by agreement, operation of law or otherwise a security interest in any of the Securities Accounts, or any financial asset credited thereto, or any “security entitlement” (as defined in Section 8-102(a)(17) of the UCC or, with respect to book-entry securities, in the applicable Federal Book-Entry Regulations) with respect thereto, the Account Bank hereby agrees that such security interest shall be subject and subordinate to the security interest of the Collateral Agent.

(h) The “securities intermediary’s jurisdiction” of the Account Bank for purposes of the UCC (or the Uniform Commercial Code of any other jurisdiction to the extent applicable) is the State of New York. In addition, to the extent that any agreements between the Account Bank and any Repauno Entity governing any Securities Account (collectively, the “Account Agreements”) do not provide that the laws of the State of New York shall govern all of the issues specified in Article 2(1) of the Hague Securities Convention, each Account Agreement is hereby amended to provide that the law applicable to all of the issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York. The “Hague Securities Convention” means the Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary, July 5, 2006, 17 U.S.T. 401, 46 I.L.M. 649.

(i) Terms used in this Section 5.18 that are not otherwise defined in this Agreement are used herein as defined in the UCC and shall have the meaning set forth in the UCC. Without limiting the foregoing, the term “securities intermediary” shall, with respect to book-entry securities, have the meaning given to it under the applicable Federal Book-Entry Regulations.

(j) To the extent that the Securities Accounts are not considered “securities accounts” (within the meaning of Section 8-501(a) of the UCC), the Securities Accounts shall be deemed to be “deposit accounts” (as defined in Section 9-102(a)(29) of the UCC), which the Collateral Agent shall maintain with the Account Bank acting not as a securities intermediary but as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC). The Account Bank hereby agrees to comply with any and all instructions originated by the Collateral Agent directing disposition of funds in the Securities Accounts without any further consent of any applicable Repauno Entity.

Section 5.19 Account Bank. Each of the parties to this Agreement hereby agrees that UMB Bank, N.A. (or any successor thereto in its capacity as Collateral Agent) shall act as the Account Bank under and for the purposes of this Agreement. The rights, privileges, protections and benefits given to the Collateral Agent hereunder shall apply and extend to the Account Bank as if incorporated expressly herein.

Section 5.20 Change of Deposit Account Bank.

(a) Upon 10 Business Days written notice to the Secured Debt Representatives and the Collateral Agent, the Deposit Account Bank may be changed to another bank by the Repauno Entities; provided that such bank shall be organized under the laws of the U.S. or any state thereof with a branch office in the State of New Jersey having a combined capital and surplus of not less than $500,000,000. If the Deposit Account Bank at any time gives notice that it no longer wishes to act as a Deposit Account Bank or that it will no longer be subject to the terms of an Account Control Agreement, or that it will no longer act upon the instructions of any Repauno Entity or the Collateral Agent in accordance with the applicable Account Control Agreement as a result of its determination that such action would result in the violation of any applicable Law (a “Termination Notice”), the Repauno Entities shall promptly (and, to the extent possible, prior to the effective date of such Termination Notice) appoint a replacement Deposit Account Bank; provided that and termination of the Deposit Account Bank’s role hereunder shall not occur until such replacement Deposit Account Bank has been completed pursuant to Section 5.20(b) and provided further that, if requested by the Collateral Agent, the Repauno Entities deliver a legal opinion reasonably acceptable to the Collateral Agent to the effect that after the appointment of such replacement Deposit Account Bank, the security interest of the Collateral Agent in the replacement deposit accounts will be perfected. Each Operating Account and the Equity Funded Account shall at all times be maintained with a single Deposit Account Bank. The Repauno Entities shall notify the Collateral Agent and each applicable Secured Debt Representative of a Termination Notice promptly upon receipt thereof by any applicable Repauno Entity.

(b) The new Deposit Account Bank shall be required, prior to becoming the Deposit Account Bank, to (i) enter into one or more Account Control Agreements, in such form as may be approved by the Required Secured Creditors and the Collateral Agent (such approval not to be unreasonably withheld, delayed or conditioned), with each applicable Repauno Entity and the Collateral Agent, and to carry out such further acts as the Required Secured Creditors may reasonably request in order to perfect the security interest of the Collateral Agent in any Operating Account, the Equity Funded Account, any Collection Account and any other relevant Project Accounts and (ii) agree to provide the reports similar to the reports required to be provided pursuant to Section 2.12(b) of this Agreement.

Section 5.21 Inadequately Identified Amounts. In the event that the Collateral Agent receives any amount which is inadequately or incorrectly identified as to the Project Account into which such amount is to be credited, the Collateral Agent shall notify the Secured Debt Representatives and each applicable Repauno Entity of such event and shall request instructions from such Repauno Entity, or if a Secured Obligation Event of Default has occurred and is continuing, from the Secured Debt Representative, as to the Project Account into which such amount should be credited. The Collateral Agent shall credit such amount to the Revenue Account until such time as the Collateral Agent receives instructions from the applicable Repauno Entity in accordance herewith stating that such amount should be credited to another Project Account in accordance with the Financing Obligation Documents, in which case the Collateral Agent shall credit such amount to the Project Account designated by such Repauno Entity.

Section 5.22 Tax Reporting. Investment earnings on gross proceeds of tax-exempt bonds shall be subject to the calculation and payment of rebate liability, as indicated in Section 10.05(e) hereof. All interest or other earnings that are not made from gross proceeds of tax-exempt bonds, if any, relating to the Project Accounts shall be reported to the Internal Revenue Service and, to the extent applicable, all state and local taxing authorities under the name and taxpayer identification number of the applicable Repauno Entity. Each Repauno Group Member shall prepare or cause to be prepared any tax returns or other forms or information required to be filed in connection with any such earnings. Except for the Security Interest granted to the Collateral Agent, and the Collateral Agent’s interest as a “Secured Party”, the Collateral Agent does not have any interest in the Collateral deposited hereunder but is serving as collateral agent only. Each Repauno Group Member shall pay or reimburse the Collateral Agent upon request for any transfer taxes or other taxes relating to the Collateral incurred in connection with the Security Documents and shall indemnify and hold harmless the Collateral Agent from any amounts that it is obligated to pay in the way of such taxes to the extent paid by the Collateral Agent in respect of the Collateral; provided, however, that, with respect to Repauno Holdco, this obligation shall be limited to taxes on Collateral pledged by Repauno Holdco. Each Repauno Group Member will provide the Collateral Agent with appropriate W-9 forms for taxpayer identification numbers, number certifications, or W-8 forms for non-resident alien certifications. This paragraph shall survive notwithstanding any termination of this Agreement or the resignation or removal of the Collateral Agent.

ARTICLE VI

RELATIVE PRIORITIES

Notwithstanding the date, manner or order of grant, attachment or perfection of any Security Interests securing the Secured Obligations granted on the Collateral and notwithstanding any provision of the UCC or any applicable Law or the Security Documents, each Secured Party (or its Secured Debt Representative on its behalf) hereby agrees that as among the Secured Parties, the Security Interest granted to the Collateral Agent shall be for the ratable benefit of the Secured Parties with respect to all Collateral and each Secured Party ranks and will rank equally in priority with the other Secured Parties in the Security Interest granted to the Collateral Agent (except to the extent otherwise provided in Sections 5.05, 5.09 and 9.08).

ARTICLE VII

SHARING; ADDITIONAL SECURED PARTIES; PROVISIONS RELATED TO PERMITTED SWAP AGREEMENTS

Section 7.01 Basic Agreement. Subject to the provisions of Article V, Sections 7.03 and 9.08, all amounts paid to or received by the Collateral Agent for redistribution to the Secured Parties (other than to the Secured Debt Representatives in their capacity as Agents) and representing the proceeds of the Collateral and the proceeds of any action taken pursuant to a Direction Notice shall be paid promptly to the Secured Parties ratably (without priority of any one over any other, except as otherwise provided in Article V and Section 9.08) in the order specified in Section 9.08 based on the amounts owing to each Secured Party on each level of priority specified therein as determined in accordance with Section 8.05.

Section 7.02 Payments Received by Certain Secured Parties.

Except as excluded in Section 7.03 and except for amounts obtained from or through the Collateral Agent pursuant to this Agreement, if any Secured Party (other than the Collateral Agent) shall obtain any amount whether (a) by way of voluntary or involuntary payment, (b) by virtue of an exercise of any right of set-off (except in accordance with the netting provisions under the Permitted Swap Agreements), banker’s lien or counterclaim, (c) as proceeds of any insurance policy covering any properties or assets of any Repauno Entity, (d) from proceeds of liquidation or dissolution of any Repauno Entity or distribution of its assets among its creditors (however such liquidation, dissolution or distribution may occur), (e) as payment following the acceleration of any Secured Obligation, (f) from any realization on Collateral, (g) by virtue of the application of any provision of any of the Secured Obligation Documents (other than this Agreement) or (h) in any other manner in respect of any Secured Obligations owed to such Secured Party under any Secured Obligation Document (other than any amount distributed pursuant to and in accordance with the express terms of this Agreement), such Secured Party shall forthwith notify in writing the Collateral Agent, each Repauno Entity and each Secured Debt Representative thereof and shall promptly, and in any event within ten (10) Business Days of its so obtaining the same, pay such amount (less any reasonable costs and expenses incurred by such Secured Party in obtaining such amount) to the Collateral Agent for the account of the Secured Parties, to be shared in accordance with Sections 9.08 and 7.01.

Section 7.03 Amounts Not Subject to Sharing

. Notwithstanding any other provision of this Agreement or any other Secured Obligation Document to the contrary, no Secured Party shall have any obligation to share:

(a) any payment made by any Person to such Secured Party pursuant to a contract of participation or assignment or any other arrangement by which a direct or indirect interest of such Secured Party under the Secured Obligation Document is transferred (other than any such contract or other arrangement entered into with any Repauno Entity or any Affiliate thereof); and

(b) any payment permitted to be made pursuant to and in accordance with the express terms of this Agreement; and

Section 7.04 Presumption Regarding Payments

. For purposes hereof, any payment received by a Secured Party under or pursuant to a Secured Obligation Document or a Transaction Document that is subject to the provisions of this Article VII may be presumed by such Secured Party to have been properly received by such Secured Party in accordance with this Article VII unless (a) such Secured Party receives written notice from any other Secured Party or any Repauno Entity that such payment was not made in accordance herewith or (b) such Secured Party otherwise has actual knowledge that such payment was not made in accordance herewith. If any payment initially received by a Secured Party is rescinded or must otherwise be restored by the Secured Party that first obtained it, each other Secured Party that shares the benefit of such payment shall return to such Secured Party its portion of the payment so rescinded or required to be restored in each case in accordance with Section 7.02.

Section 7.05 No Separate Security. Each Secured Party that is a party to this Agreement: (a) agrees that, except as otherwise provided in Section 5.14, Section 7.01 and Section 7.03, all Collateral is for the joint benefit of all the Secured Parties; and (b) represents and warrants to each other Secured Party that, in respect of any Secured Obligations now or hereafter owing to such Secured Party, it has received no security or guarantees from any Repauno Group Member or any Affiliate thereof, other than (i) its interest in the Collateral as provided in the Security Documents, if any, (ii) pursuant to the Administration Expense Guaranty or (iii) as otherwise provided pursuant to the Secured Obligation Documents in accordance with Section 7.02. In furtherance of the foregoing, if any Secured Party shall receive or be entitled to demand or otherwise call upon any guaranty, security or other assurance of payment which is not described in clause (i), (ii) or (iii) of the preceding sentence in respect of the Secured Obligations owed to such Secured Party, such Secured Party shall receive any proceeds thereof in trust for all the Secured Parties (to be shared promptly and ratably with the other Secured Parties) and shall exercise its rights to demand or call upon such guaranty, security or other assurance of payment as directed by the Required Secured Creditors (determined without regard to the Voting Party Percentage of such Secured Party).

Section 7.06 Additional Secured Parties

(a) The Collateral Agent will, as agent for the Secured Parties hereunder, perform its undertakings set forth herein with respect to each Secured Party that holds Secured Obligations that are, in each case, incurred on or after each Closing Date, and any Person that holds Secured Obligations that are, in each case, incurred on or after such Closing Date shall be a “Secured Party” hereunder and shall be beneficiary of the provisions hereof intended to benefit the Secured Parties, so long as such Secured Party signs and delivers to the Collateral Agent, directly or through its designated Secured Debt Representative, an Accession Agreement and a Reaffirmation Agreement. Upon receipt of an executed Accession Agreement and a Reaffirmation Agreement, the Collateral Agent shall promptly countersign (without direction from any Secured Party) such Accession Agreement and Reaffirmation Agreement and deliver copies thereof to the Secured Party named therein.

(b) In furtherance of the foregoing Section 7.06(a), the applicable Repauno Entity shall deliver to the Collateral Agent, and the Collateral Agent in turn shall promptly provide to each Secured Debt Representative, each of the following documents:

(i) a certificate from a Responsible Officer of such Repauno Entity certifying that the Secured Obligations have been incurred in accordance with the requirements of the Secured Obligation Documents;

(ii) a copy of the executed Accession Agreement referred to in Section 7.06(a); and

(iii) a copy of the executed Reaffirmation Agreement referred to in Section 7.06(a).

(c) Any Secured Party may assign or transfer all or part of its interest in the Secured Obligations in accordance with and subject to the terms and conditions set forth in the Secured Obligation Documents to which it is a party. Any such assignee or transferee of such interest in the Secured Obligations shall sign and deliver to the Collateral Agent, directly or through its designated Secured Debt Representative, an Accession Agreement. Upon receipt of an executed Accession Agreement pursuant to any assignment or transfer of Secured Obligations, the Collateral Agent shall promptly countersign (without direction from any Secured Party) such Accession Agreement and deliver a copy thereof to the Secured Party named therein.

(d) Upon the execution and delivery of the Accession Agreement and the Reaffirmation Agreement referred to in this Section 7.06 by the relevant Person (other than any Repauno Group Member), such Person shall become a “Secured Party” for all purposes herein and in the other Security Documents and each Repauno Group Member’s obligations to such Person under the Secured Obligation Documents to which such Person is a party shall become “Secured Obligations” for all purposes herein and under the Security Documents.

Section 7.07 Secured Party Lists. DRP shall furnish to the Collateral Agent at such times as the Collateral Agent may request in writing a list of the names and addresses of each Secured Party and the aggregate principal amount of the Secured Obligations held by each such Secured Party, and, if a Secured Debt Representative has been appointed for any of the Secured Obligations, the name and contact information for such Secured Debt Representative, in each case in such form and as of such date as the Collateral Agent may reasonably require. The Collateral Agent shall keep at its designated corporate trust office a register for the registration and registration of transfers of the Secured Obligations. The name and address of each Secured Party, each transfer thereof and the name and address of each transferee of Secured Obligations shall be registered in such register together with the amount of principal and interest outstanding or due with respect to such Secured Obligations. Prior to due presentment for registration of transfer, the Person in whose name any Secured Obligation shall be registered shall be deemed and treated as the owner thereof for all purposes hereof, and the Collateral Agent shall not be affected by any notice or knowledge to the contrary. The Collateral Agent shall give to any Repauno Entity and any Secured Party promptly upon written request therefor, a complete and correct copy of the names and addresses of all registered Secured Parties. The Collateral Agent shall provide the Repauno Entities access (during its business hours) to review and inspect the register in respect of the Secured Obligations. The Collateral Agent may conclusively rely upon the information provided to it by any Repauno Entity pursuant to this Section 7.07.

Section 7.08 Mortgage and Title Policy Amendments.

(a) If any Repauno Entity shall at any time incur Secured Obligations in an aggregate principal amount that shall cause the aggregate principal amount of the Secured Obligations outstanding to exceed the maximum secured amount (if applicable) under the Mortgage(s) then in place, and if all of the Collateral is comprised in the Mortgaged Property secured by such Mortgage(s), such Repauno Entity shall, not later than forty five (45) days after the incurrence of such Secured Obligations (or such later date as may be reasonably practicable so long as such Repauno Entity continues to use commercially reasonable efforts to amend or to amend and restate such Mortgage), cause the Mortgage(s) to be amended or amended and restated such that the maximum secured amount under the Mortgage(s) shall equal or exceed the aggregate principal amount of Secured Obligations outstanding. If any Repauno Entity shall at any time incur Secured Obligations with a maturity date beyond the maturity date of the Secured Obligations then set forth in a Mortgage then in place, such Repauno Entity shall, not later than forty five (45) days after the incurrence of such Secured Obligations (or such later date as may be reasonably practicable so long as such Repauno Entity continues to use commercially reasonable efforts to amend such Mortgage), cause the Mortgage to be amended such that the maturity date of the Secured Obligations as set forth in the Mortgage shall be the same date or later as the maturity date of such Secured Obligations then being incurred. Upon presentation of such amendment entered into pursuant to this Section 7.08 and a certification by the applicable Repauno Entity stating that such amendment is in compliance with all requirements of this Section 7.08, the Collateral Agent shall promptly countersign (without direction from any Secured Party) such amendment and deliver a copy thereof to such Repauno Entity. The applicable Repauno Entity shall additionally pay all applicable fees due in connection with the recording of the amendment to Mortgage (as may be amended or amended and restated pursuant to this Section 7.08(a)) in full when due.

(b) If the amount of a Mortgage is required to be increased pursuant to Section 7.08(a), each Repauno Entity shall use commercially reasonable efforts to, not later than ninety (90) days after the applicable Closing Date (or such later date as may be reasonably practicable so long as the applicable Repauno Entity continues to use commercially reasonable efforts to amend or supplement such Title Policy), cause any Title Policy in effect as of such Closing Date to be amended or supplemented to be in such amount; provided that, if it is not possible to amend or supplement any existing Title Policy to be in such amount, the applicable Repauno Entity shall use commercially reasonable efforts to, not later than ninety (90) days after such Closing Date (or such later date as may be reasonably practicable so long as such Repauno Entity continues to use commercially reasonable efforts to cause such new Title Policy to be issued), cause a new Title Policy to be issued in respect of the applicable Mortgage in such amount. In addition, each Repauno Entity shall use commercially reasonable efforts to, not later than ninety (90) days after the applicable Closing Date (or such later date as may be reasonably practicable so long as the applicable Repauno Entity continues to use commercially reasonable efforts to deliver such survey or obtain such waivers), either (i) deliver to the Collateral Agent a survey of the site of the applicable Project, certified to the Title Company and Collateral Agent or (ii) obtain waivers from the Title Company sufficient to secure deletion of the “survey exception” from any such amended, supplemented or new Title Policy, and upon the reasonable request of the Collateral Agent, shall use commercially reasonable efforts to aid in the deletion of any new exceptions listed in such Title Policy. Each Repauno Entity shall additionally provide a certificate of the applicable Repauno Entity confirming that the premium for any such Title Policy (as amended, supplemented or issued pursuant to this Section 7.08(b)) and endorsements thereto have been paid in full when due.

Section 7.09 Additional Provisions Related to Permitted Swap Agreements.

(a) No Swap Bank may terminate or close out all or any part of any Secured Swap Transaction under a Permitted Swap Agreement prior to its maturity date unless:

(i) an event of default under the Permitted Swap Agreement has occurred and is continuing;

(ii) the Swap Bank (or its Affiliate) ceases to be a lender (or other debt holder, as applicable) under the applicable Additional Senior Indebtedness Document (other than as a result of a voluntary assignment or transfer by such Swap Bank (or its Affiliate));

(iii) the credit extension with respect to which such Secured Swap Transaction relates are refinanced, paid or prepaid, in each case in full, or to the extent relating to the issuance or incurrence of indebtedness accruing interest at a variable rate, the applicable Additional Senior Indebtedness Document, is terminated or cancelled, in each case in full;

(iv) any Repauno Entity’s obligations (other than Excluded Swap Obligations) to the Swap Bank under the relevant Permitted Swap Agreement cease to be secured on a pari passu basis with the other Secured Creditors pursuant to the Security Documents;

(v) any Secured Obligation Document is amended without the prior written consent of the Swap Bank in a manner that would materially and adversely impact the rights or obligations of the Swap Bank;

(vi) all or substantially all of the Collateral is released without the consent of the Swap Bank; or

(vii) such termination or close out is required to ensure that the aggregate notional principal amount under all Secured Swap Transactions plus the then outstanding principal amount of the Bonds, Taxable Term Loan and any Additional Senior Indebtedness accruing interest at a fixed rate shall, in the aggregate, not exceed 105% of all Secured Obligations (other than indebtedness under the Permitted Swap Agreements) then outstanding or expected to be outstanding, and such termination or close out is made pro rata, based on the notional amount of each Secured Swap Transaction, to such excess;

provided that following such termination or close-out, each applicable Repauno Entity remains in compliance with applicable hedging requirements and related provisions set forth in the Secured Obligation Documents. In each of the above cases, the relevant Swap Bank may only terminate or close out all or any part of the relevant Secured Swap Transaction if (i) it has notified the Collateral Agent in writing of its intention to do so and (ii) it is entitled to do so under the terms of the relevant Permitted Swap Agreement.

(b) Following the delivery of any Direction Notice by the Required Secured Creditors, each Swap Bank shall, if the Collateral Agent requests (at the direction of the Required Secured Creditors), (i) exercise all rights, if any, it may have to terminate each Permitted Swap Agreement to which it is a party; and (ii) pay any amount owed by it to the applicable Repauno Entity, if applicable, to the relevant Agent for application in accordance with this Agreement.

(c) In the event that any Swap Bank shall allow any amount owed by it to the applicable Repauno Entity to be discharged, by set-off or otherwise, in connection with the termination of any of its Secured Swap Transactions or otherwise (other than pursuant to set-off and ordinary course payment or close-out netting arrangements in respect of amounts owed under one or more Secured Swap Transactions entered into under any Permitted Swap Agreement, in each case as expressly permitted by the terms thereof), the amount so discharged shall be subject to sharing among the Secured Parties in accordance with the provisions in this Article VII.

(d) No Swap Bank shall be entitled to give any Direction Notice. A Swap Bank shall be entitled to join in any Direction Notice taken at the instructions of the Required Secured Creditors in accordance with Article VIII, but shall have no right to vote in connection with the implementation of any other aspect of such Direction Notice. If such Swap Bank shall give any Direction Notice, then the Required Secured Creditors, or any Secured Party as the case may be, may instruct the Collateral Agent to intervene and interpose a defense or plea to the provisions set forth herein.

ARTICLE VIII

DECISION MAKING; VOTING; NOTICE AND PROCEDURES

Section 8.01 Decision Making.

(a) Where, in accordance with this Agreement or any other Secured Obligation Document, a Modification or an approval or other direction or instruction of the Required Secured Creditors is required, the determination of whether such Modification, approval, direction or instruction will be granted or withheld shall be determined by an Intercreditor Vote conducted in accordance with the procedures set forth in this Agreement among the Secured Creditors entitled to vote with respect to the particular decision at issue.

(b) Each decision made in accordance with the terms of this Agreement shall be binding upon each of the Secured Parties.

(c) The respective votes of the Secured Parties that are represented by a Secured Debt Representative under a Secured Obligation Document shall be determined by such Secured Debt Representative and notified by such Secured Debt Representative to the Collateral Agent in writing.

Section 8.02 Intercreditor Votes: Each Party’s Entitlement to Vote.

(a) Except as otherwise expressly provided in this Agreement, each Secured Creditor shall be entitled to vote in each Intercreditor Vote conducted under this Agreement.

(b) (i) None of (A) any Affiliate of any Repauno Entity that from time to time holds, directly or indirectly, any Commitments or any Secured Obligations or for whom any Commitment or Secured Obligations are held for the account of any of the foregoing or (B) any Secured Party that has agreed, directly or indirectly, to vote or otherwise act at the direction or subject to the approval or disapproval of any Person identified in the foregoing clause (A), shall be entitled to participate in any Intercreditor Vote or any vote under any Secured Obligation Document in which it is a Secured Party (it being understood that, until the Collateral Agent receives notice to such effect from a Secured Debt Representative, it shall not deem any such Secured Party to be a Non-Voting Creditor), and (ii) other than any Intercreditor Vote requiring the consent of the Unanimous Voting Parties pursuant to Section 13.02, unless and until a Swap Bank shall have delivered to each Agent a Swap Termination Certificate, such Swap Bank shall not have (A) any voting rights with respect to any Secured Obligations arising under any Permitted Swap Agreement to which it is a party or (B) any rights to participate in any Intercreditor Vote in its capacity as a Swap Bank (each of the parties referred to in clauses (i) and (ii), a “Non-Voting Creditor”) and each Agent, in determining the percentage of votes cast (and instructions of the Required Secured Creditors), shall disregard the principal amount of Secured Obligations held by Non-Voting Creditors in both the Numerator and Denominator of the calculation in determining the outcome of such vote. Prior to the taking of any Intercreditor Vote, the Repauno Entities shall, as soon as reasonably practicable following receipt of a request from the Collateral Agent (which shall not exceed three (3) Business Days), provide written notice to the Collateral Agent of the identity of each Non-Voting Creditor and the principal amount of Secured Obligations held thereby. For the avoidance of doubt, no Additional Senior Unsecured Indebtedness Holder shall be entitled to participate in any Intercreditor Vote hereunder.

Section 8.03 Intercreditor Votes: Votes Allocated to Each Party.

(a) Except as otherwise provided in Section 8.02, each Secured Creditor will have a number of votes in any Intercreditor Vote equal to its portion (in Dollar amounts in relation to the aggregate Dollar amount of the Combined Exposure) of the Combined Exposure under the Secured Obligation Documents to which it is a party.

(b) In calculating the Voting Party Percentage consenting to, approving, waiving or otherwise providing direction with respect to a decision, the number of votes cast by all Secured Creditors in favor of the proposed consent, approval, Modification, direction or other action (the “Numerator”) shall be divided by the total number of votes entitled to be cast with respect to such matter (the “Denominator”).

Section 8.04 Notification of Matters. If at any time (a) the Collateral Agent is to exercise any discretion conferred on it under any Secured Obligation Document or is required to make any determination or calculation or perform any action hereunder or under any other Secured Obligation Document with respect to which determination, calculation or action the Collateral Agent does not then have sufficient information, (b) any other Secured Party, in accordance with this Agreement, notifies the Collateral Agent of a matter with respect to which it believes the Collateral Agent should exercise its discretion or (c) the Collateral Agent receives written notification from any other Secured Party or from any Repauno Group Member of any matter requiring a determination or vote by the Secured Creditors under this Agreement, then the Collateral Agent shall promptly notify in accordance with Section 14.03, the other Secured Debt Representatives of the matter in question, seeking instructions of the Required Secured Creditors and specifying:

(i) if applicable, the manner in which the Collateral Agent proposes to exercise its discretion;

(ii) the Required Secured Creditors (if any) required for such determination or vote;

(iii) if applicable, the time period determined by the Collateral Agent within which each Secured Party must provide it with instructions in relation to such matter; and

(iv) if required, that each Secured Debt Representative provide a certificate specifying its Combined Exposure at the time such act is proposed to be taken, or discretion exercised.

Section 8.05 Notice of Amounts Owed. If the Required Secured Creditors pursuant to a Direction Notice instruct the Collateral Agent or any other Person holding any Collateral on behalf of the Secured Parties to proceed to foreclose upon, collect, sell or otherwise dispose of or take any other action with respect to any or all of the Collateral or to enforce any remedy under any other Secured Obligation Document or in the circumstances described in Section 8.04, then upon the request of the Collateral Agent, each Secured Party shall promptly notify the Collateral Agent in writing, as of any time that the Collateral Agent may reasonably specify in such request, of (a) the aggregate amount of the respective Secured Obligations owing to the Secured Party and (b) such other information as the Collateral Agent may reasonably request; provided that, the Collateral Agent shall have no obligation to act until it has received such requested information in accordance with the foregoing Direction Notice.

ARTICLE IX

COLLATERAL AND REMEDIES

Section 9.01 Administration of Collateral. The Project Accounts (except for any Operating Account, the Equity Funded Account and any Collection Account) shall be held by the Account Bank for the benefit of the Secured Parties pursuant to the terms hereof and shall be administered by the Collateral Agent in the manner contemplated hereby and by the other Security Documents.

Section 9.02 Notice of Secured Obligation Event of Default.

(a) Promptly after any Secured Party obtains knowledge of the occurrence of any Secured Obligation Event of Default, such Secured Party shall be entitled to notify its Secured Debt Representative, if applicable, and the Collateral Agent and the Account Bank in writing thereof (a “Notice of Default”). Each such Notice of Default shall specifically refer to this Section 9.02(a) and shall describe such Secured Obligation Event of Default in reasonable detail (including the date of occurrence). Upon receipt by the Collateral Agent of any such notice, the Collateral Agent shall promptly send copies thereof to each Secured Debt Representative and each Repauno Entity.

(b) Notwithstanding anything to the contrary contained in this Agreement or any document executed in connection with any of the Secured Obligations, the Collateral Agent, unless a Responsible Officer of the Collateral Agent shall have actual knowledge thereof, shall not be deemed to have any knowledge of any Secured Obligation Event of Default unless and until it shall have received written notice from any Repauno Group Member, any Secured Debt Representative or any other Secured Party describing such Secured Obligation Event of Default in reasonable detail. If the Collateral Agent receives any such notice, the Collateral Agent shall deliver a copy thereof to the Secured Debt Representatives and, if such notice is received from any Person other than a Repauno Group Member, to the Repauno Group.

Section 9.03 Enforcement of Remedies.

(a) If a Secured Obligation Event of Default shall have occurred and be continuing, the Required Secured Creditors (on behalf of the Secured Parties), shall be permitted and authorized to direct the Collateral Agent to take such actions under the Security Documents as are specified by the Required Secured Creditors, including any and all actions (and the exercise of any and all rights, remedies and options) which any Secured Party or any Secured Debt Representative may have under the Secured Obligation Documents or under applicable Law, including the ability to cure any Secured Obligation Event of Default that has occurred and is continuing, or, so long as some or all of the Secured Obligations are then due and payable, to foreclose on the Security Interests granted under the Security Documents and exercise the right of the Collateral Agent to sell the Collateral or any part thereof (or accept a deed in lieu of foreclosure) and sell, lease or otherwise realize upon the other property mortgaged, pledged and assigned to the Collateral Agent under the Security Documents (any such request from the Required Secured Creditors, a “Direction Notice”); provided that, as set forth in Section 7.09(d), no Swap Bank shall be entitled to initiate a Direction Notice and shall participate in such Direction Notice only in accordance with Section 7.09(d). No Secured Party shall have any right to direct a Secured Debt Representative or the Collateral Agent to take any action in respect of the Collateral or initiate or pursue any insolvency or other proceeding resulting in the bankruptcy of any Repauno Group Member other than in accordance with the terms hereof. The Security Interest in the Collateral is vested in and held by the Collateral Agent (for the benefit of the Secured Parties) and only the Collateral Agent, acting on the instructions of the Required Secured Creditors, has the right to take actions (and exercise rights, remedies and options) with respect to the Collateral.

If the Collateral Agent receives a Direction Notice directing the Collateral Agent to commence an Enforcement Action or take any other action, the Collateral Agent shall notify each other Secured Debt Representative and the Account Bank of such Direction Notice prior to taking such Enforcement Action or other action.

(b) Any action (including any Enforcement Action) which has been requested pursuant to a Direction Notice may be modified, supplemented, terminated and/or countermanded if the Collateral Agent shall have received either (i) a revocation notice from the Required Secured Creditors or (ii) a notice from the Required Secured Creditors that contains different or supplemental directions with respect to such action.

(c) At the direction of the Required Secured Creditors pursuant to a Direction Notice, and subject to the Collateral Agent’s receipt of indemnity satisfactory to it, the Collateral Agent shall seek to enforce the Security Documents and to realize upon the Collateral or, in the case of a Bankruptcy Event with respect to any Repauno Group Member, to seek to enforce the claims of the Secured Parties under the Secured Obligation Documents in respect thereof; provided, however, that the Collateral Agent shall not be obligated to follow any Direction Notice as to which the Collateral Agent (as applicable) has received a written opinion of counsel to the effect that such Direction Notice is in conflict with any provisions of applicable Law, this Agreement or any other Secured Obligation Document or any order of any court or Governmental Authority.

(d) If the Secured Obligations are accelerated in accordance with the relevant Secured Obligation Document, or any Swap Bank determines to declare (or take other action resulting in) an early termination of its Permitted Swap Agreement constituting a Secured Obligation Document as a result of the occurrence and continuation of a Secured Obligation Event of Default under such Permitted Swap Agreement, then such Secured Debt Representative shall deliver to the Collateral Agent (for further delivery to all other Secured Parties), and each applicable Repauno Group Member within two (2) Business Days of such acceleration or determination, as the case may be, a written notice to that effect in order to permit, if applicable, the Secured Parties to coordinate the timing of the acceleration and early termination of their respective Secured Obligations. Notwithstanding any provision to the contrary in this Agreement, the requisite number of Secured Parties specified in any Secured Obligation Document may at any time after the occurrence and during the continuance of a Secured Obligation Event of Default accelerate the Secured Obligations thereunder or cause the early termination of the relevant Permitted Swap Agreement in accordance with the terms of the relevant Secured Obligation Document. No Direction Notice or instruction by the Required Secured Creditors will be required to be taken or delivered in respect of such Secured Obligation Event of Default prior to such requisite number of Secured Parties taking such action as described in the immediately preceding sentence.

Section 9.04 Reliance on Information. For purposes of applying payments received in accordance with this Article, the Collateral Agent shall be entitled to rely upon the information received by, and upon the request of, the Collateral Agent for such purpose, pursuant to Sections 2.05 and 8.05 of this Agreement, with respect to the amounts of the outstanding Secured Obligations owed to the Secured Parties, the amounts of any outstanding Additional Senior Unsecured Indebtedness owed to the Additional Senior Unsecured Indebtedness Holders (if any) and the amount of any proceeds distributed from the Project Accounts. In the event that the Collateral Agent, in its sole discretion, determines that it is unable to determine the amount or order of payments that should be made hereunder, the parties hereto agree that the Collateral Agent shall have the right, at its option, to deposit with, or commence an interpleader proceeding in respect of, such funds in a court of competent jurisdiction for a determination by such court as to the correct application of such funds hereunder.

Section 9.05 Allocation of Collateral Proceeds. Following the acceleration of the Secured Obligations, the proceeds of any collection, recovery, receipt, appropriation, realization or sale of any or all of the Collateral or the enforcement of any Security Document shall be applied in accordance with Section 9.08.

Section 9.06 Remedies of the Secured Parties. Unless otherwise consented to in writing by the Secured Debt Representatives (acting in accordance with the terms of the Secured Obligation Documents), no Secured Party, individually or together with any other Secured Parties, shall have the right, nor shall it, exercise or enforce any of the rights, powers or remedies that the Collateral Agent is authorized to exercise or enforce under this Agreement or any of the other Security Documents.

Section 9.07 Secured Party Information. In the event that the Collateral Agent acting at the direction of the Secured Debt Representatives proceeds to foreclose upon, collect, sell or otherwise dispose of or take any other action with respect to any or all of the Collateral or to enforce any provisions of the Security Documents or takes any other action pursuant to this Agreement or any provision of the Security Documents or requests directions from the Secured Debt Representatives as provided herein, upon the request of the Collateral Agent, each of the Secured Debt Representatives (on behalf of the Secured Parties) and each Issuer (or any agent of or representative for such Secured Party) shall promptly deliver a written notice to the Collateral Agent and each of the other Secured Parties setting forth (a) the aggregate amount of Secured Obligations owing to such Secured Party under the applicable Secured Obligation Document as of the date specified by the Collateral Agent in such request and (b) such other information as the Collateral Agent may reasonably request.

Section 9.08 Application of Proceeds.

(a) Upon the occurrence and during the continuance of a Secured Obligation Event of Default, the Collateral Agent shall transfer all amounts and proceeds attributable to the Debt Service Reserve Account to the appropriate Secured Debt Representative or Secured Debt Representatives with respect to the Secured Obligations, to be applied:

(i) with respect to any amounts in the DRP 4 Series 2025 Bonds Debt Service Reserve Sub-Account, first, for the pro rata payment of all accrued and unpaid interest (including default interest, if any) on the Secured Obligations related to the DRP 4 Series 2025 Bonds, second, if any unpaid principal or premium (if applicable) of such Secured Obligations related to the DRP 4 Series 2025 Bonds has become due (by acceleration or otherwise), to the payment of such unpaid principal and premium, third, to the payments then due and payable by any Repauno Entity to the DRP 4 Series 2025 Bonds Rebate Fund, fourth, for the pro rata payment of fees, administrative costs, expenses and indemnification payments due to the Bond Trustee on behalf of Owners of the DRP 4 Series 2025 Bonds outstanding (including the reasonable fees and expenses of counsel) under the Secured Obligation Documents, and fifth, thereafter any remainder shall be applied in accordance with the priority set forth in Section 9.08(d);

(ii) with respect to any amounts in the Taxable Term Loan Debt Service Reserve Sub-Account (except as otherwise specified in the Financing Documents for the Taxable Term Loan), first, for the pro rata payment of all accrued and unpaid interest (including default interest, if any) on the Secured Obligations related to the Taxable Term Loan, second, if any unpaid principal or premium (if applicable) of such Secured Obligations related to the Taxable Term Loan has become due (by acceleration or otherwise), to the payment of such unpaid principal and premium, third, for the pro rata payment of fees, administrative costs, expenses and indemnification payments due to the Taxable Term Loan Administrative Agent on behalf of the lenders of the Taxable Term Loan (including the reasonable fees and expenses of counsel) under the Secured Obligation Documents, and fourth, thereafter, any remainder shall be applied in accordance with the priority set forth in Section 9.08(d);

(iii) with respect to each other sub-account of Debt Service Reserve Account that is established in accordance with the requirements of any Bond Indenture or any other Additional Senior Secured Indebtedness Documents (except as otherwise specified in the Financing Documents for such Additional Senior Secured Indebtedness Documents (other than Additional Bonds)), first, for the pro rata payment of all accrued and unpaid interest (including default interest, if any) on the relevant Secured Obligations, second, if any unpaid principal or premium (if applicable) of such Secured Obligations has become due (by acceleration or otherwise), to the payment of such unpaid principal and premium, third, with respect to amounts and proceeds from such sub-account of the Debt Service Reserve Account only, to the payments then due and payable by the applicable Repauno Entity to the Rebate Funds (or any similar rebate fund established in accordance with Additional Bonds) (if any), fourth, for the pro rata payment of fees, administrative costs, expenses and indemnification payments due to the applicable Agents (including the reasonable fees and expenses of counsel) under the Secured Obligation Documents, and fifth, thereafter, any remainder shall be applied in accordance with the priority set forth in Section 9.08(d); and

(iv) except as otherwise specified in the Financing Documents for any Additional Senior Secured Indebtedness Documents (other than Additional Bonds), with respect to any remaining amounts in the Debt Service Reserve Account, first, for the pro rata payment of all accrued and unpaid interest (including default interest, if any) on the relevant Secured Obligations, second, if any unpaid principal or premium (if applicable) of such Secured Obligations has become due (by acceleration or otherwise), to the payment of such unpaid principal and premium, third, with respect to amounts and proceeds from the Debt Service Reserve Account only, to the payments then due and payable by the applicable Repauno Entity to the applicable Rebate Funds (or any similar rebate fund established in accordance with Additional Bonds) (if any), fourth, for the pro rata payment of fees, administrative costs, expenses and indemnification payments due to the Agents (including the reasonable fees and expenses of counsel) under the Secured Obligation Documents, and fifth, thereafter, any remainder shall be applied in accordance with the priority set forth in Section 9.08(d).

(b) Upon the occurrence and during the continuance of a Secured Obligation Event of Default, the Collateral Agent shall transfer all amounts and proceeds attributable to:

(i) the DRP 4 Series 2025 Bonds Mandatory Prepayment Sub-Account to the Bond Trustee(s), to be applied, first for the pro rata payment of all accrued and unpaid interest (including default interest, if any) on the DRP 4 Series 2025 Bonds, second, if any unpaid principal or premium (if applicable) of the DRP 4 Series 2025 Bonds has become due (by acceleration or otherwise), to the payment of such unpaid principal and premium, third, for the payments then due and payable by any applicable Repauno Entity to the Rebate Funds, fourth, for the pro rata payment of fees, administrative costs, expenses and indemnification payments due to the Bond Trustees (including the reasonable fees and expenses of counsel) under the Bond Indenture, and fifth, thereafter, any remainder shall be applied in accordance with the priority set forth in Section 9.08(d);

(ii) the Taxable Term Loan Mandatory Prepayment Sub-Account to the Taxable Term Loan Administrative Agent, to be applied, first for the pro rata payment of all accrued and unpaid interest (including default interest, if any) on the Taxable Term Loans, second, if any unpaid principal or premium (if applicable) of the Taxable Term Loans has become due (by acceleration or otherwise), to the payment of such unpaid principal and premium, third, for the pro rata payment of fees, administrative costs, expenses and indemnification payments due to the Taxable Term Loan Administrative Agent (including the reasonable fees and expenses of counsel) under the relevant Financing Obligations Document, and fourth, thereafter, any remainder shall be applied in accordance with the priority set forth in Section 9.08(d); and

(iii) such other sub-account of the Mandatory Prepayment Account to the appropriate Secured Debt Representative(s) with respect to the Secured Obligations, to be applied (except as otherwise specified in the Financing Documents for such Secured Obligations), first for the pro rata payment of all accrued and unpaid interest (including default interest, if any) on the relevant Secured Obligations, second, if any unpaid principal or premium (if applicable) of such Secured Obligations has become due (by acceleration or otherwise), to the payment of such unpaid principal and premium, third, for the payments then due and payable by any applicable Repauno Entity to the Rebate Funds, fourth, for the pro rata payment of fees, administrative costs, expenses and indemnification payments due to the Bond Trustees and the Agents (including the reasonable fees and expenses of counsel) under the Secured Obligation Documents, and fifth, thereafter, any remainder shall be applied in accordance with the priority set forth in Section 9.08(d),

provided that, notwithstanding anything to the contrary herein, no proceeds of (A) the DRP 4 Series 2025 Bonds Mandatory Prepayment Sub-Account or any amounts on deposit in, or credited to, shall be distributed to any Secured Creditor other than the Owners of the DRP 4 Series 2025 Bonds (B) the Taxable Term Loan Mandatory Prepayment Sub-Account or any amounts on deposit in, or credited to, shall be distributed to any Secured Creditors other than holders of such Taxable Term Loan Obligations and (C) any sub-account created under the Mandatory Prepayment Account for the prepayment of, as applicable, any Bonds in accordance with any applicable Bond Indenture or any Additional Senior Secured Indebtedness in accordance with the Additional Senior Secured Indebtedness Documents shall be distributed to any Secured Creditors other than the Owners of such Bonds or the Additional Senior Secured Indebtedness Holders of such Additional Senior Secured Indebtedness, as applicable.

(c) Upon the occurrence and during the continuance of a Secured Obligation Event of Default, the Collateral Agent shall transfer all amounts and proceeds attributable to the DRP 4 Series 2025 Debt Proceeds Sub-Account and the DRP 4 Series 2025 Debt Proceeds Capital Contingency Reserve Sub-Account to the Bond Trustee for the Owners of the DRP 4 Series 2025 Bonds outstanding pursuant to the Series 2025 Indenture, to be applied first, for the pro rata payment of all accrued and unpaid interest (including default interest, if any) on the Secured Obligations related to the DRP 4 Series 2025 Bonds, second, if any unpaid principal or premium (if applicable) of such Secured Obligations related to the DRP 4 Series 2025 Bonds has become due (by acceleration or otherwise), to the payment of such unpaid principal and premium, third, to the DRP 4 Series 2025 Bonds Mandatory Prepayment Sub-Account, fourth, to the payments then due and payable by any Repauno Entity to the DRP 4 Series 2025 Bonds Rebate Fund, and fifth, if the DRP 4 Series 2025 Bonds are no longer outstanding, for the pro rata payment of fees, administrative costs, expenses and indemnification payments due to the Bond Trustee on behalf of Owners of the DRP 4 Series 2025 Bonds outstanding (including the reasonable fees and expenses of counsel) under the Secured Obligation Documents.

Notwithstanding anything to the contrary herein, no proceeds of (i) the DRP 4 Series 2025 Debt Proceeds Sub-Account or the DRP 4 Series 2025 Debt Proceeds Capital Contingency Reserve Sub-Account, or any amounts on deposit in, or credited to, such accounts shall be distributed to any Secured Creditor other than the Owners of the DRP 4 Series 2025 Bonds and (ii) any sub-account of the Debt Proceeds Sub-Account that is established in accordance with the requirements of any Bond Indenture (other than the Bond Indenture with respect to the DRP 4 Series 2025 Bonds) or any Additional Senior Secured Indebtedness Documents in accordance with any applicable Bond Indenture or any Additional Senior Secured Indebtedness in accordance with the Additional Senior Secured Indebtedness Documents shall be distributed to any Secured Creditors other than the Owners of such Bonds or the Additional Senior Secured Indebtedness Holders of such Additional Senior Secured Indebtedness, as applicable.

(d) All proceeds remaining in the Debt Service Reserve Account, the Mandatory Prepayment Account, the DRP 4 Series 2025 Debt Proceeds Sub-Account and the DRP 4 Series 2025 Debt Proceeds Capital Contingency Reserve Sub-Account after application thereof in accordance with Sections 9.08(a) through (c) and all other proceeds received by the Collateral Agent pursuant to the exercise of any rights or remedies accorded to the Collateral Agent pursuant to, or by the operation of any of the terms of, any of the Security Documents following the occurrence and during the continuance of a Secured Obligation Event of Default, including proceeds from the sale or disposition of Collateral or other Enforcement Action and any distribution (including any adequate protection payments) made to any Secured Party in respect of any Collateral in any Bankruptcy Event of any Repauno Entity, shall first be applied to reimburse the Collateral Agent for payment of the reasonable costs and necessary expenses of the Enforcement Action, including fees and expenses of counsel, all reasonable expenses, liabilities, and advances made or incurred by the Collateral Agent in connection therewith, and all other amounts due to the Collateral Agent in its capacity as such, and thereafter, the remaining proceeds or distributions described above shall be applied promptly by the Collateral Agent toward repayment of the Senior Indebtedness in the following order of priority:

First, ratably, to the payment of any other fees, administrative costs, expenses and indemnification payments due to the Bond Trustees, the Taxable Term Loan Administrative Agent and the other Agents under the Secured Obligation Documents and to the payments then due and payable by any applicable Repauno Entity to the Rebate Funds;

Second, ratably, to the respective outstanding fees, costs, charges and expenses then due and payable to the Secured Parties under any Secured Obligation Documents based on such respective amounts then due to such Persons (other than the payments due to the Secured Parties under Third, Fourth and Fifth below), including any Administration Expenses due to any Issuer under, and as defined in, any applicable Issuer Lease Agreement;

Third, ratably, to any accrued but unpaid interest and commitment fees owed to the Secured Creditors on the applicable Secured Obligations and any Ordinary Course Settlement Payments based on such respective amounts then due to such Secured Creditors;

Fourth, ratably, to the unpaid principal and premium (if applicable) owed to the Secured Creditors under the applicable Secured Obligation Documents (by acceleration or otherwise) and any Swap Termination Payments then due and payable to the Swap Banks under the Permitted Swap Agreements, based on such respective amounts then due to such Secured Creditors;

Fifth, ratably, to any remaining unpaid Secured Obligations then due and payable to the relevant Secured Parties (including any obligation to provide cash collateral in respect thereof pursuant to the terms of the Secured Obligation Documents), based on such respective amounts then due to such Secured Parties;

Sixth, after final Payment in Full of all Secured Obligations, ratably, to any remaining unpaid Additional Senior Unsecured Indebtedness then due and payable to the relevant Additional Senior Unsecured Indebtedness Holders (including any obligation to provide cash collateral in respect thereof pursuant to the terms of the applicable Additional Senior Unsecured Indebtedness Documents), based on such respective amounts then due to such Additional Senior Unsecured Indebtedness Holders;

Seventh, after final Payment in Full of all Secured Obligations and any remaining Additional Senior Unsecured Indebtedness, ratably, to any remaining unpaid Permitted Subordinated Debt then due and payable to the relevant holders of such Permitted Subordinated Debt (including any obligation to provide cash collateral in respect thereof pursuant to the terms of the applicable Permitted Subordinated Debt), based on such respective amounts then due to such holders; and

Eighth, after final Payment in Full of all Secured Obligations and payment in full of all Additional Senior Unsecured Indebtedness and Permitted Subordinated Debt, and upon the Termination Date, to pay to the Repauno Entities, or as may be directed by the Repauno Entities or as a court of competent jurisdiction may direct, any remaining proceeds.

(e) It is understood that each Repauno Entity shall remain liable to the extent of any deficiency between the amount of proceeds of the Project Accounts and any other Collateral and the aggregate of the sums referred to in priorities First through Seventh in Section 9.08(d) above.

(f) If at any time any Secured Party will for any reason obtain any payment or distribution upon or with respect to the Secured Obligations (as the case may be) contrary to the terms of the Collateral Agency Agreement, whether as a result of the Collateral Agent’s exercise of any Enforcement Action in respect of the Collateral or otherwise, such Secured Party agrees that it will have received such amounts in trust, and if it has actual knowledge or notice of such violation will promptly remit such amount so received in error to the Collateral Agent to be applied in accordance with the terms of the Collateral Agency Agreement. If at any time the Collateral Agent or any other Secured Party will for any reason obtain any identifiable cash proceeds of any assets securing any Purchase Money Debt and in which assets the holder or representative of the holders of such Purchase Money Debt has or had a Security Interest having priority over any interest of the Collateral Agent or any other Secured Party in such assets, whether as a result of the Collateral Agent’s exercise of any Enforcement Action in respect of the Collateral or otherwise, the Collateral Agent or such other Secured Party agrees that it will have received such amounts in trust, and if it has actual knowledge or notice of such violation will promptly remit such amount so received in error to the holder or representative of the holders of such Purchase Money Debt.

(g) By accepting amounts applied in accordance with clauses Fifth and Sixth of Section 5.02(b), each Additional Senior Unsecured Indebtedness Holder hereby agrees that if at any time any Additional Senior Unsecured Indebtedness Holder will for any reason obtain any payment or distribution upon or with respect to the Additional Senior Unsecured Indebtedness contrary to the terms of the Collateral Agency Agreement, whether as a result of the Collateral Agent’s exercise of any Enforcement Action in respect of the Collateral or otherwise, such Additional Senior Unsecured Indebtedness Holder will have received such amounts in trust, and will promptly remit such amount so received in error to the Collateral Agent to be applied in accordance with the terms of the Collateral Agency Agreement.

ARTICLE X

SPECIAL COVENANTS

Section 10.01 Maintenance of Existence.

Throughout the term of this Agreement, other than in connection with a transfer or change permitted pursuant to the applicable Issuer Lease Agreement or other Financing Document, each Repauno Group Member shall maintain (a) its legal existence, (b) its good standing and qualification to do business in the State and in every jurisdiction where such qualification is required by applicable Law, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect, and (c) shall maintain or cause to be maintained all material rights, franchises, privileges and consents necessary for the maintenance of its existence and (in respect of each Repauno Entity that performs a Project) for the development, operation and maintenance of such Project, except to the extent such Repauno Group Member reasonably determines that the failure to maintain any such rights, franchises, privileges and consents would not reasonably be expected to result in a Material Adverse Effect.

Section 10.02 Capital Projects.

No Repauno Entity shall initiate or consent to any Capital Project the cost of which would reasonably be expected to exceed $50,000,000, unless (a) such Capital Project is funded with the proceeds of Permitted Indebtedness and/or Additional Equity Contributions and/or grant funding, (b) such Repauno Entity certifies in its reasonable opinion that: (1) such Capital Project is not reasonably expected to result in a Material Adverse Effect, (2) such Capital Project is not expected to have a material adverse effect on the operation, performance, value or remaining useful life of such Repauno Entity’s Project (if any) and the payment of amounts in respect of any Bonds, and (3) adequate funds are and are expected to be available to complete construction of such Capital Project, or (c) such Capital Project is otherwise permitted by applicable Law. Notwithstanding the foregoing, this Section 10.02 shall not operate to prevent the performance of any Capital Project for the purpose of complying with applicable Law.

Section 10.03 Accounts and Reporting.

(a) Each Repauno Entity shall keep proper records and books of accounts in which entries shall be made of its transactions in accordance with GAAP. Such records and books shall, to the extent permitted by Law, be subject to the inspection of the Issuers, the Collateral Agent and the Bond Trustees, or their respective representatives, upon reasonable notice and at reasonable times during business hours, provided that absent a Secured Obligation Event of Default, no Repauno Entity shall be responsible for the cost of any such inspection in excess of once each year. Each Repauno Entity will permit the Issuers, the Collateral Agent and the Bond Trustees, upon prior reasonable notice and at reasonable times, to take copies and extracts from such books, and records, and will from time to time furnish, or cause to be furnished, to the Issuers, the Collateral Agent and the Bond Trustees such information and statements as any Issuer, the Collateral Agent or any Bond Trustee, may reasonably request, all as may be reasonably necessary for the purpose of determining performance or observance by the applicable Repauno Entity of its obligations under any applicable Financing Documents. Nothing in this paragraph shall require any Repauno Entity to disclose trade secrets, violate confidentiality or non-disclosure agreements, violate applicable Law or waive attorney-client privilege.

(b) Each Repauno Entity shall deliver to the Collateral Agent and, upon request, to any Issuer, copies of all reports of the Technical Advisor for the applicable Project (if any) received by such Repauno Entity.

(c) Each Repauno Group Member agrees to promptly furnish to the Collateral Agent notice of any amendments or modifications to the Financing Documents; provided, however, that, with respect to Repauno Holdco, this Section 10.03(c) shall only apply to Financing Documents to which Repauno Holdco is a party.

Section 10.04 Project Accounts.

DRP shall, or shall cause one or more Repauno Entities to, establish and maintain, without duplication, each applicable Fund or Account, including the Project Accounts and other accounts required from time to time by the Financing Documents, and shall not maintain or permit to be maintained any other accounts of any Repauno Entity, other than (i) accounts used exclusively as payroll and payroll tax accounts, workers’ compensation and other employee wage and benefit payment and trust accounts, (ii) any special purpose account that holds only cash or securities collateral that is subject to a Permitted Security Interest, (iii) any account that is subject to an Account Control Agreement in form and substance reasonably satisfactory to the Collateral Agent and (iv) as otherwise permitted or contemplated in this Agreement, the applicable Bond Indenture, the Financing Documents applicable to the Taxable Term Loan or the other Financing Documents.

Section 10.05 Use of Proceeds; Tax Covenant.

(a) Use of Proceeds. Each Repauno Entity agrees that it shall comply with any “use of proceeds” covenant or similar requirement in any Bond Indenture or other Financing Obligation Document applicable to such Repauno Entity.

(b) Federal Tax Certificate. Each Repauno Entity agrees that it shall, to the extent applicable to such Repauno Entity, comply with any covenant or similar requirement in any Bond Indenture or Federal Tax Certificate with respect to the preservation of any tax-exempt status of any Bonds.

(c) Taxable Status. No Repauno Entity shall take any action to cause it or any other Repauno Entity to become treated as an association (or publicly traded partnership) taxable as a corporation for U.S. federal, state or local income tax purposes.

(d) Investment of Proceeds. Notwithstanding any provision herein to the contrary, each Repauno Entity agrees that it shall comply with its respective covenants and applicable yield restrictions regarding the investment of Bond proceeds set forth in any Bond Indenture or Federal Tax Certificate.

(e) Rebate Liability. Notwithstanding any provision herein, each Repauno Entity agrees to comply with its respective tax covenants in any Bond Indenture and Federal Tax Certificate concerning rebate liability on investment earnings on the proceeds of any Bonds and such amounts shall be transferred to and held in the appropriate Rebate Fund established under the applicable Bond Indenture.

Section 10.06 Further Assurances and Corrective Instruments.

Each Issuer and each Repauno Group Member agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the expressed intentions of this Agreement and the other Financing Documents, including as may be reasonably necessary or desirable for establishing, maintaining, assuring, conveying, granting, assigning, securing, perfecting and confirming the pledge of the Collateral and the lien thereon as set forth in the applicable Bond Indenture and the Security Interests (whether now existing or hereafter arising) granted by or on behalf of such Repauno Group Member to the Collateral Agent for the benefit of the Secured Parties, pursuant to the Security Documents, or intended so to be granted pursuant to the Security Documents, or which such Repauno Group Member may become bound to grant, and the subject of each such Security Interest will comply with the requirements under the Financing Documents and such Repauno Group Member’s representations and warranties in this Agreement and the other Financing Documents.

Section 10.07 Recording and Filing; Other Instruments.

Each Repauno Group Member shall file and refile and record and re-record or shall cause to be filed and re-filed and recorded and re-recorded all instruments required to be filed and re-filed and recorded or re-recorded and shall continue and perfect or cause to be continued and perfected the Security Interests created by the Security Documents for so long as any Bond Obligations shall be Outstanding; provided, however, that, with respect to Repauno Holdco, such filing and recordation obligations shall only apply to the Security Interests granted by Repauno Holdco. Each Issuer shall, upon the prior written request of the applicable Repauno Group Member, execute and deliver all instruments and shall furnish all information and evidence deemed necessary or advisable in order to enable such Repauno Group Member to fulfill its obligations as provided in this Section 10.07 and the Security Documents. The Bond Trustee is also permitted, but not obligated, to file and refile and record and re-record or cause to be filed and re-filed and recorded and re-recorded all instruments required to be filed and re-filed and recorded or re-recorded and any other similar filings required to continue and perfect or cause to be continued and perfected the Security Interests created by the applicable Bond Indenture and the Security Documents of such instruments for so long as any Bonds shall be Outstanding.

Section 10.08 Special Purpose Entity. Repauno Holdco has observed from its date of formation (or from the date of this Agreement where indicated in this Section 10.08) and shall, from and after the date of this Agreement, comply with the following requirements whereby it:

(a) has been, is, and will be organized solely for the purpose of acquiring and thereafter owing directly or indirectly a controlling equity interest in DRP (the “DRP Membership Interest”), pledging DRP Membership Interest pursuant to the Pledge Agreement, and transacting lawful business that is incident, necessary and appropriate in connection with the foregoing;

(b) has not acquired and will not acquire any property or assets other than the DRP Membership Interest;

(d) has owned (from the date of this Agreement) and will own the DRP Membership Interest in its own name and has strictly complied and will strictly comply with all organizational formalities necessary to maintain its separate existence;

(e) has maintained and will maintain its own separate books, records and bank accounts (if any);

(f) at all times has held itself and will hold itself out to the public and all other Persons as a legal entity separate from any other Person;

(g) has filed and will file its own tax returns (except to the extent that it (i) is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law or (ii) files a consolidated federal income tax return with another Person as may be permitted by applicable law);

(h) has not and will not commingle its assets or funds with assets or funds of any other Person;

(i) has maintained (if any) and will maintain, from and after the date of this Agreement, financial statements separate from any other Person and has not and will not have its assets listed as assets on the financial statements of any other Person; provided that, (i) such assets may also be included in consolidated financial statements of its Affiliates, so long as footnotes are included to the effect that Repauno Holdco is a separate legal entity and, except for the pledge of DRP Membership Interest pursuant to the Pledge Agreement, its assets and credit are not available to satisfy the debts, claims or other obligations of such Affiliates or any other Person, and (B) the assets of Repauno Holdco are listed on a separate balance sheet within such annual or consolidated financial statements;

(j) has paid and intends to pay its own liabilities and expenses only out of its own funds and assets (as distinguished from the funds and assets of another Person) (provided that there exists sufficient cash flow available to it from its ownership of the DRP Membership Interest to enable it to do so and, provided, further, that no Person shall be required to make any direct or indirect additional capital contributions or loans to it);

(k) except with respect to the Collateral Agency Agreement and the Pledge Agreement, has maintained and will maintain an arm’s length relationship with its Affiliates and, except for capital contributions and capital distributions permitted under the terms and conditions of its organizational documents and properly reflected in its books and records, not enter into any transaction, contract or agreement with any Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with unaffiliated third parties;

(l) has paid and intends to pay its own liabilities and expenses, including the salaries of its own employees and consultants for which it is responsible, if any, only out of its own funds and assets (as distinguished from the funds and assets of another Person), (provided that there exists sufficient cash flow available from its ownership of the DRP Membership Interest to enable it to do so and, provided, further, that no Person shall be required to make any direct or indirect additional capital contributions or loans to it) and obtain the services of sufficient personnel, whether as employees, consultants or contractors (if any) as may be necessary in light of its ownership of the DRP Membership Interest;

(m) has not and will not assume or guarantee or become obligated for the debts or obligations of any other Person and has not and will not hold itself out to be responsible for or hold its credit or assets, except for the pledge of the DRP Membership Interest pursuant to the Pledge Agreement, as being available to satisfy the debts or obligations of any other Person;

(n) has allocated and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including office space, services, property or assets;

(o) has used and will use to the extent reasonably necessary in connection with the ownership of the DRP Membership Interest, separate stationery, invoices, and checks bearing its own name;

(p) except for the pledge of the DRP Membership Interest pursuant to the Pledge Agreement, has not pledged and will not pledge its assets or credit for the benefit of any Affiliate and has not and will not incur any Indebtedness other than Permitted Indebtedness;

(q) has corrected and will correct any known misunderstanding regarding its separate identity;

(r) has maintained and intends to maintain adequate capital in light of its contemplated business purpose, provided that there exists sufficient cash flow available to it from its ownership of the DRP Membership Interest to enable it to do so and, provided, further, that no Person shall be required to make any direct or indirect additional capital contributions or loans to it;

(s) has observed and will observe all other formalities of limited liability companies necessary to maintain its separate existence, and has not failed and will not fail to comply with the provisions of its organizational documents relating to bankruptcy remoteness or separateness, or amend, modify or otherwise change its organizational documents in any manner inconsistent with the covenants set forth in this Section 10.08;

(t) has not acquired or held and will not acquire or hold any securities or evidence of indebtedness in any Affiliate or any other Person, other than DRP;

(u) has not acquired or held and will not acquire or hold ownership interests in any Affiliate or any Person other than DRP;

(v) has been and will be a limited liability company organized in the State of Delaware that has, from the date of this Agreement, (i) at least one (1) Independent Manager and will not cause or allow the other manager(s) of such entity to take any voluntary Major Action unless the Independent Manager shall have participated in such vote and (ii) at least one springing member that will become the member of such entity upon the dissolution of the existing member;

(w) has not merged into or consolidated and will not merge into or consolidate with any Person, or, to the fullest extent permitted by law, dissolve, terminate, liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets, other than in connection with a transfer permitted pursuant to this Agreement, or change its legal structure (which for the avoidance of doubt, shall not be deemed to include changes in the legal structure of any direct or indirect member, partner or Affiliate, including through the addition or removal of entities in the legal structure for the purpose of forming or collapsing a holding entity structure, to the extent such changes are not otherwise prohibited by this Agreement);

(x) has not and will not permit any Affiliate independent access to its bank accounts;

(y) has not maintained and will not maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(z) has not made and will not make any loans or advances to any Person;

(aa) has not and will not have any of its obligations guaranteed by an Affiliate, except for a guaranty provided by Delaware River Partners Holdco LLC covering the nominal annual administration fee for independent manager services provided by an unaffiliated third party; and

(bb) has not sought, effected or permitted, and to the fullest extent permitted by law, will not seek, effect, or permit any Person to seek or effect, its liquidation, dissolution, winding up, division, liquidation, consolidation or merger, in whole or in part, into another entity or transfer all or substantially all of its assets, and it has not been and will not be the product or subject of, or otherwise involved in any limited liability company division (whether as a plan of division pursuant to applicable law or otherwise).

Section 10.09 Organizational Documents. No Repauno Group Member shall make, amend or waive any provision of its Organizational Documents, other than amendments or waivers that are not materially adverse to the interests of the Secured Parties, taken as a whole.

Section 10.10 Limitation on Indebtedness.

No Repauno Entity shall create, incur or assume any Indebtedness other than Permitted Indebtedness.

Section 10.11 Permitted Investments.

No Repauno Entity shall make or direct any Bond Trustee or the Collateral Agent to make any investments of moneys credited to any of the Funds or Accounts other than Permitted Investments (as defined in the applicable Bond Indenture and the Collateral Agency Agreement, as applicable) and under no circumstances shall any Bond Trustee be required to make a determination as to whether an investment is a Permitted Investment (as defined in the applicable Bond Indenture and the Collateral Agency Agreement, as applicable, as of the applicable Closing Date); provided that this Section 10.11 shall not prohibit or otherwise restrict any Repauno Entity from making, or directing the Collateral Agent or any Bond Trustee to make, deposits, prepayments or advance payments with funds withdrawn from any Fund or Account otherwise permitted by the Financing Documents to which such Repauno Entity is a party, including, without limitation, payments to contractors, subcontractors, vendors, suppliers or service providers so permitted.

Section 10.12 Change in Name, Place of Business or Fiscal Year.

No Repauno Group Member shall, at any time:

(a) change its name, jurisdiction of formation, or principal place of business without giving the Bond Trustees and the Collateral Agent at least fifteen (15) days prior written notice; or

(b) change its Fiscal Year without prior notice sent to the Bond Trustee and the Collateral Agent at least thirty (30) days prior to such change.

Section 10.13 Negative Pledge.

No Repauno Entity shall create, incur, assume or permit to exist any Security Interest on any property or asset, including its revenues (including accounts receivable) or rights in respect of any thereof, now owned or hereafter acquired by it, except Permitted Security Interests. Repauno Holdco shall not create, incur, assume or permit to exist any Security Interest on any property or asset granted by Repauno Holdco to the Collateral Agent as Collateral, except Permitted Security Interests permitted by clauses (a) (with respect to Security Interests arising by operation of law), (c), (e), (k), (o), (aa) thereof.

Section 10.14 Access to the Projects.

Each Repauno Entity shall give the Bond Trustees, the Collateral Agent and their respective consultants and representatives access to each Project, at the sole cost of such Persons requiring access, at any reasonable time during regular business hours and as often as may reasonably be requested, and upon reasonable prior notice to such Repauno Entity, in each case during official business hours and in a manner that cannot reasonably be expected materially to interfere with or disrupt any Person’s operations or other activities, including the operation and management of the Repauno Port & Rail Terminal, the conduct of any work, the performance of such Person’s obligations, or the exercise of its rights (including the performance by the applicable Repauno Entity or any other party of its obligations with respect to the construction and operation of the applicable Project), and shall permit the Bond Trustees, the Collateral Agent and their respective consultants and representatives to discuss the applicable Project and the business, accounts, operations, properties and financial and other conditions of such Repauno Entity with officers of such Repauno Entity and to witness (but not cause) the performance and other tests conducted pursuant to any Material Project Contract, subject to all applicable confidentiality undertakings. Each Repauno Entity shall offer all reasonable assistance to such Persons in connection with any such visit. Upon the occurrence and during the continuance of a Potential Secured Obligation Event of Default or a Secured Obligation Event of Default, if any Bond Trustee or the Collateral Agent requests that any of its consultants or representatives be permitted to make such visit, the reasonable fees and expenses of the Bond Trustees, the Collateral Agent and their respective consultants and representatives in connection with such visit shall be paid by such Repauno Entity at its sole expense. Nothing in this section shall require any Repauno Entity to disclose trade secrets, violate confidentiality or non-disclosure agreements, violate applicable Law or waive attorney-client privilege. The obligations of a Repauno Entity to provide any Person with access to a Project shall be subject to compliance by such Person with all applicable policies, procedures, standards and practices in effect from time to time at the Repauno Port & Rail Terminal (or the site within which it is located), including applicable security protocols and entry conditions, which may include, for example, identity verification, valid and current TWIC clearance, background checks, vehicle screening, site safety training, and compliance with personal protective equipment requirements.

Section 10.15 Nationally Recognized Rating Agencies.

(a) Each Repauno Entity shall use commercially reasonable efforts to cooperate with each Nationally Recognized Rating Agency then rating any Bonds, if any, and, if applicable, any Additional Bonds, in connection with any review which may be undertaken by such Nationally Recognized Rating Agency.

(b) The applicable Repauno Entity shall deliver to the applicable Issuer and the applicable Bond Trustee copies of any reports or ratings on any Bonds or, if applicable, any Additional Bonds, from any Nationally Recognized Rating Agency.

(c) Each Repauno Entity shall enter into and comply with reasonable and customary “ratings surveillance” agreements with any Nationally Recognized Rating Agency then rating any Bonds, if any, and, if applicable, any Additional Bonds.

Section 10.16 Continuing Disclosure.

Each Repauno Entity hereby covenants and agrees to comply with the continuing disclosure requirements promulgated under Rule 15c2-12, as it may from time to time hereafter be amended or supplemented, in accordance with the provisions of the continuing disclosure undertaking delivered by such Repauno Entity in connection with the issuance of any Bonds. Failure of any Repauno Entity to comply with the requirements of Rule 15c2-12, as amended or supplemented, shall not be a Secured Obligation Event of Default hereunder. Each Repauno Entity acknowledges and agrees that neither any Issuer nor any Bond Trustee shall have any liability with respect to these obligations. In no event shall a breach of this Section 10.16 be a Secured Obligation Event of Default under any Financing Document.

Section 10.17 Material Project Contracts.

Each Repauno Entity will perform all of its obligations and enforce all of its rights under each Material Project Contract, except to the extent that failure to perform its obligations or enforce such rights would not reasonably be expected to have a Material Adverse Effect. A Repauno Entity shall not be in breach for failure to enforce its rights under a Material Project Contract if such Repauno Entity elects to pursue an alternative course of action (including, by way of example, negotiation of a settlement under the Material Project Contract, and/or engagement of another Person to complete work not completed under the Material Project Contract), if (x) such course of action would reasonably be expected to prevent, resolve or mitigate any Material Adverse Effect arising from failure to enforce the applicable rights, and a Responsible Officer of such Repauno Entity provides a certificate to the Collateral Agent and the Bond Trustees to that effect and (y) the Technical Advisor is satisfied that the applicable Repauno Entity’s alternative course of action plan demonstrates that either the applicable Substantial Completion Date can be achieved on or before the applicable Extended Substantial Completion Deadline, or such alternative course of action shall result in (i) lower costs or expenditures of such Repauno Entity when compared to the costs and expenditures of such Repauno Entity had it enforced its rights under such Material Project Contract, provided that such course of action shall not materially adversely affect the applicable Repauno Entity’s ability to meet its payment obligations under the Financing Documents to which it is a party, or (ii) an earlier applicable Substantial Completion Date when compared to such Substantial Completion Date had such Repauno Entity enforced its rights under such Material Project Contract, which satisfaction, in either case, must be evidenced by certification thereof in the Technical Advisor Certificate, a copy of which shall be delivered to the Bond Trustees. No Repauno Entity shall amend or waive in any material respect or terminate or assign any Material Project Contract without the prior written confirmation from the Technical Advisor to the effect that such amendment, waiver, termination or assignment would not reasonably be expected to have a Material Adverse Effect, a copy of which shall be delivered to the Bond Trustees; provided that, without such confirmation (a) each Repauno Entity may enter into change orders under any Material Project Contract if (i) such change will not, together with all prior change orders related to the applicable Project, require the additional payment (net of any decreases resulting from such change order or prior change orders) by such Repauno Entity in respect of the applicable Project in excess of, in the aggregate, 10% of the estimated budget for such Project (as of the start of construction), (ii) such change order will be funded from Additional Equity Contributions, or (iii) such change order will be funded from any combination of Additional Bonds, Permitted Additional Senior Indebtedness or Permitted Subordinated Debt not to exceed 10% of the aggregate principal amount of the DRP 4 Series 2025 Bonds; and (b) each Repauno Entity may amend, waive or terminate any Material Project Contract if such amendment, modification, waiver or termination would not reasonably be expected to have a Material Adverse Effect.

Section 10.18 No Distributions. No Repauno Entity will declare or pay dividends or make any distributions, except (i) to the extent required to consummate the transactions contemplated by the Funds Flow Memorandum, (ii) to any other Repauno Entity and (iii) in accordance with Section 5.02(b); provided that this restriction shall not be deemed to preclude any Repauno Entity from paying Project Costs or making any O&M Expenditures.

Section 10.19 Technical Advisor. Each Repauno Entity shall, if applicable, retain a Technical Advisor in order to satisfy all requirements of the Financing Documents to which such Repauno Entity is subject pertaining to a Technical Advisor.

Section 10.20 Hazardous Substances. No Repauno Entity shall cause any releases of Hazardous Substances (as defined in the applicable Issuer Lease Agreement or other Financing Obligation Document) at any Project site that would be reasonably likely to result in an environmental claim against any Repauno Entity or any Project, other than those environmental claims that, individually or in the aggregate, would not be reasonably expected to result in a Material Adverse Effect.

Section 10.21 Collateral Assignment of Material Project Contracts. Each Repauno Entity acknowledges that it has collaterally assigned all of its right, title and interest in and to each Material Project Contract to which it is a party to the Collateral Agent pursuant to, and to the extent required by, the Security Agreement. Each Repauno Entity covenants and agrees that, to the extent that it enters into any Material Project Contract after the applicable Closing Date, then with respect to such Material Project Contract, such Repauno Entity shall use reasonable good faith efforts to require each party to any such Material Project Contract to execute and deliver to the Collateral Agent an acknowledgment of the collateral assignment, containing substantially the same language or language to similar effect, as set forth on Exhibit L.

Section 10.22 [Reserved].

Section 10.23 Special Covenant Event of Default

(a) Failure by any Repauno Group Member to observe and perform in any material respect any covenant, condition or agreement under this Article X (other than Section 10.16) shall be deemed a “Secured Obligation Event of Default”, if such non-compliance shall remain unremedied for a period of sixty (60) days after the earlier of (1) written notice specifying such failure shall be given to the Bond Trustee by DRP, or (2) written notice specifying such failure and requesting that it be remedied shall have been given to DRP by any Agent or Secured Debt Representative, or such longer period as is reasonably necessary under the circumstances to remedy such failure, such extension not to exceed one hundred twenty (120) days without prior written approval by the Bond Trustee acting at the direction of the Majority Holders.

(b) If any Repauno Group Member shall fail observe and perform in any material respect any covenant, condition or agreement under this Article X (other than 10.16), DRP shall, within 5 Business Days of becoming aware of such failure, deliver to the Bond Trustee notice of such default.

ARTICLE XI

COMPENSATION, INDEMNITY AND EXPENSES

Section 11.01 Compensation; Fees and Expenses. Each Repauno Entity, jointly and severally, hereby agrees to pay to the Collateral Agent, the Bond Trustees and the Account Bank for its own account compensation in such amount as separately agreed upon in writing between the Repauno Entities and the Collateral Agent, the Bond Trustees or the Account Bank, as applicable. In addition, the Repauno Entities shall pay on the next Transfer Date falling at least ten (10) Business Days after written demand from the Collateral Agent, the Bond Trustees and the Account Bank the amount of any and all other reasonable out-of-pocket expenses incurred by the Collateral Agent or the Account Bank or any Bond Trustee, including the reasonable and customary fees, charges and disbursements of any counsel for the Collateral Agent, any Bond Trustee and the Account Bank, in connection with (a) the administration of the transaction described hereunder, the preparation of amendments and waivers hereunder and under the other Security Documents; (b) the enforcement of the rights or remedies of the Collateral Agent under this Agreement or any other Security Document, including all reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Secured Obligations; (c) the sale of, collection from or other realization upon, the Collateral; and (d) lien and security interest searches and filings in connection with this Agreement or any other Security Document. If any amounts required to be paid by any Repauno Entity to the Collateral Agent, the Account Bank or any Bond Trustee under this Agreement or any other Security Document remain unpaid after such amounts are due, the Repauno Entities shall pay interest on the aggregate, outstanding balance of such amounts from the date due until those amounts are paid in full at a per annum rate equal to the highest interest rate then applicable to any outstanding Secured Obligation under the Secured Obligation Documents, such rate to change from time to time as interest rates on Secured Obligations may change. Interest shall be calculated on the basis of a year of 360 days for actual days elapsed.

Section 11.02 Repauno Indemnification. Each Repauno Entity, jointly and severally, shall indemnify each of the Bond Trustees, the Collateral Agent, the Account Bank and any Co-Collateral Agent, and each of their respective officers, directors, employees, agents and attorneys-in-fact (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Security Document or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated thereby (including the performance by the parties hereto of their respective obligations under the Security Documents), (ii) any actual or alleged presence or Release of Hazardous Materials by any Repauno Entity on or from any Project or any property owned or operated by any Repauno Entity, or (iii) any actual claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. The obligations of the Repauno Entities under this Section 11.02 shall survive the payment in full of the Secured Obligations, any resignation or removal of the Collateral Agent and the Account Bank pursuant to Section 2.11 of this Agreement, and the termination of this Agreement pursuant to Article XII.

ARTICLE XII

TERMINATION

Upon termination of this Agreement pursuant to Section 5.17 of this Agreement, all rights to the Collateral as shall not have been sold or otherwise applied, in each case, pursuant to the terms hereof shall revert to each applicable Repauno Group Member, its successors or assigns, or otherwise as a court of competent jurisdiction may direct. Upon any such termination, the Collateral Agent will, at the Repauno Group’s direction and expense, execute and deliver to each applicable Repauno Group Member such documents as such Repauno Group Member shall reasonably request to evidence such termination.

ARTICLE XIII

AMENDMENTS; WAIVERS; INSTRUCTIONS

Section 13.01 Modifications Generally. Subject to Sections 13.02, 13.03 and 13.04:

(a) Modifications with respect to the provisions of any Financing Obligation Document (other than the Security Documents), including with respect to the Restricted Payment Conditions defined herein by reference to such documents, or the release of any Person liable in any manner under or in respect of the Financing Obligations owing under such Financing Obligation Document, shall be made in accordance with the requirements of such Financing Obligation Document.

(b) Modifications with respect to the provisions of the Security Documents may be made only with the consent of the Collateral Agent (acting at the direction of the Required Secured Creditors) and otherwise in accordance with the requirements of such Security Document (and as to such Security Documents providing for Modifications without the consent of any party (including of a Mortgage), the Collateral Agent is hereby authorized and directed to enter into any such Modification in accordance with the terms thereof). In addition, without the consent of, or notice to, any Secured Party, the Collateral Agent may, to the extent the Collateral Agent is a party to such Security Documents, upon the receipt of the written consent of the applicable Repauno Entity, consent to any Modification with respect to the provisions of the Security Documents for any one or more or all of the following purposes (and the Collateral Agent is hereby authorized and directed to enter into any such Modification in accordance with the terms thereof):

(i) to add additional covenants to the covenants and agreements of such Repauno Entity set forth therein;

(ii) to cure any ambiguity, or to cure, correct or supplement any defect, mistake, error, omission or inconsistent provision contained therein;

(iii) to add a new guarantor, new obligor or to add additional assets as Collateral;

(iv) to release Collateral in accordance with the terms of the Security Documents;

(v) to provide for the issuance of Additional Bonds issued from time to time in accordance with the applicable Bond Indenture or the incurrence of Additional Senior Secured Indebtedness, in each case to the extent such issuance or incurrence is permitted by the Financing Obligation Documents then extant;

(vi) to amend any existing provision thereof or to add additional provisions which, in the opinion of Bond Counsel, are necessary (A) to qualify, or to preserve the qualification of, the interest on any Bonds for exclusion from gross income for federal income tax purposes or (B) to qualify, or preserve the qualification of, any Bonds for an exemption from registration or other limitations under the laws of any state or territory of the U.S.; provided that, (x) the Collateral Agent shall have given at least fifteen (15) Business Days prior written notice of its proposed amendment pursuant to this Section 13.01(b)(vi) to each Secured Debt Representative and (y) such amendment pursuant to this Section 13.01(b)(vi) may only become effective after the expiration of such aforementioned 15-Business Day period;

(vii) to facilitate the receipt of moneys;

(viii) to establish additional funds, accounts or subaccounts in accordance with this Agreement;

(ix) to evidence and provide for the acceptance and appointment of a successor Collateral Agent;

(x) to facilitate the movement or relocation of any Project Account, Operating Account, the Equity Funded Account or any Collection Account to a replacement Deposit Account Bank or the movement or relocation of the Project Accounts to a successor Collateral Agent;

(xi) in connection with any other change that does not materially adversely affect the rights of the Secured Parties, including, without limitation, conforming any Security Document to the terms and provisions of any other Secured Obligation Document; or

(xii) as expressly provided by the other Security Documents with respect to any Modification.

With respect to a Modification to a Mortgage meeting the requirements of any of (i) through (ix) above or as permitted pursuant to the applicable Mortgage, the applicable Repauno Entity shall provide a Mortgage Modification Certificate (substantially in the form attached hereto as Exhibit H) for any Modification in connection with such Mortgage. In connection with any Modification permitted by Section 13.01(b)(xi), the Collateral Agent shall not consent to such Modification until it receives (x) a certificate from a Responsible Officer of such Repauno Entity stating such Modification is authorized as permitted by Section 13.01(b) and will not materially adversely affects the rights of the Secured Parties and (y) if reasonably requested by the Collateral Agent, (i) a legal opinion (in form and substance satisfactory to the Collateral Agent) with respect to such Modification or (ii) a pro forma modification endorsement to the related Title Policy evidencing the commitment of the Title Company that issued such Title Policy to endorse the Title Policy to insure that the lien of the related Mortgage is not rendered invalid or unenforceable by such Modification.

In addition, notwithstanding anything to the contrary contained herein, Article X (and any defined term used therein) may be Modified with only the written consent of the Bond Trustee (at the direction of the Majority Holders (as defined in the applicable Bond Indenture)).

Section 13.02 Modifications or other Directions Requiring All Secured Parties

. The written consent of the Unanimous Voting Parties shall be required for:

(a) any Modification to the definitions of the terms “Secured Parties”, “Secured Creditors”, “Required Secured Creditors” or “Unanimous Voting Parties” or to this Article XIII or to any provision that requires the instructions, vote, consent or approval of the Required Secured Creditors, Unanimous Voting Parties or each Secured Debt Representative.

(b) any Modification of any provision of this Agreement or any other Security Document, or any other direction to the Collateral Agent which would otherwise require Required Secured Creditor consent, in any such case that has the effect of:

(i) permitting either DRP or DRP 4 to assign its rights or delegate its duties under this Agreement or any Security Document; provided, however, that any requested Modification to be permitted by this Section 13.02(b)(i) shall require only the written consent of the Unanimous Voting Parties that are Secured Parties with respect to the DRP 4 Series 2025 Bonds;

(ii) releasing or subordinating all or substantially all of the Collateral from the Security Interest securing the Secured Obligations;

(iii) releasing or subordinating the Project Revenues or the Project Accounts from the Security Interest of the Security Agreement; and

(iv) altering the relative priority of payments, priority of liens securing the Secured Obligations or application of proceeds as among the Secured Parties.

Further, any Modification of any provision of this Agreement or any other Security Document, or any other direction to the Collateral Agent which would otherwise require Required Secured Creditor consent, in any such case that would have a material and adverse effect on the rights of (i) any Swap Bank shall require the written consent of such Swap Bank and (ii) any Secured Party party to the Taxable Term Loan shall require the written consent of such Secured Party. Except as set forth in Section 13.01(b), this Section 13.02 or Section 13.03, all other Modifications under the Security Documents shall only require the consent of the Required Secured Creditors.

Section 13.03 Additional Modifications Allowed Without Consent. Without the consent of any Secured Party or any other Person, the Collateral Agent and any other Secured Debt Representative party thereto may with each applicable Repauno Entity’s consent (not to be unreasonably withheld), but shall not be obligated to, at any time and from time to time, enter into one or more Modifications of the Security Documents, as applicable, to cure any immaterial ambiguity, or to provide for any other ministerial actions with respect to matters arising under the Security Documents; provided that, such actions pursuant to this clause do not materially adversely affect the interests of the Secured Parties; and provided further that the Required Secured Creditors shall not have objected to such amendment within five Business Days of receipt of such proposed Modification.

Section 13.04 Effect of Amendment on the Agents. No party hereto shall amend any provision of any Secured Obligation Document that adversely affects any Agent party thereto without the written consent of such Agent.

Section 13.05 Amendments; Waivers.

(a) Except to the extent specified in Sections 13.01, 13.02, 13.03 and 13.04 above, any term, covenant, agreement or condition of this Agreement or any of the other Security Documents may be amended or waived only by an instrument in writing signed by each of the Collateral Agent (acting upon the instruction of the Required Secured Creditors), the Repauno Entities and the Account Bank; provided that:

(i) only the applicable Secured Debt Representative(s) may waive any rights of such Secured Debt Representative(s) under any provision of this Agreement; no consent to any departure by any Repauno Group Member from this Agreement (or the Security Documents) shall be effective unless in writing signed by the applicable parties specified herein, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; and

(ii) the consent of the Account Bank shall be required for any amendment to Section 5.18 of this Agreement or any other amendment that would modify the rights or obligations of the Account Bank.

(b) The waiver (whether express or implied) by the Collateral Agent of any breach of the terms or conditions of this Agreement, and the consent (whether express or implied) of any Secured Party shall not prejudice any remedy of the Collateral Agent or any Secured Party in respect of any continuing or other breach of the terms and conditions hereof, and shall not be construed as a bar to any right or remedy which the Collateral Agent or any other Secured Party would otherwise have on any future occasion under this Agreement.

(c) No failure to exercise nor any delay in exercising, on the part of the Collateral Agent or any other Secured Party, of any right, power or privilege under this Agreement shall operate as a waiver thereof; further, no single or partial exercise of any right, power or privilege under this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege available to it. All remedies hereunder and under the other Security Documents are cumulative and are not exclusive of any other remedies that may be available to the Collateral Agent, whether at law, in equity or otherwise.

ARTICLE XIV

MISCELLANEOUS PROVISIONS

Section 14.01 Additional Repauno Entities; Further Assurances.

(a) Additional Repauno Entities.

(i) Within thirty (30) days (or such later date as is commercially reasonable in the good faith discretion of the Collateral Agent) after DRP or any other Repauno Entity creates, acquires or otherwise forms any subsidiary (a “New Subsidiary”):

(A) such New Subsidiary shall (i) become a party to this Agreement by executing and delivering a joinder to this Agreement and (ii) execute and deliver any applicable Security Documents (or joinders to existing Security Documents), in each case in form and substance satisfactory to the Collateral Agent; and

(B) DRP or such other applicable Repauno Entity shall execute and deliver a supplement to any applicable Security Documents to pledge all of the outstanding equity interests owned by DRP or such other applicable Repauno Entity in such New Subsidiary.

(ii) Concurrently with such New Subsidiary becoming a party to this Agreement pursuant to Section 14.01(a)(i)(A), the Collateral Agent shall receive an Incumbency Certificate substantially in the form of Exhibit D, identifying the Responsible Officer(s) for such New Subsidiary.

(b) Further Assurances. Each Repauno Group Member agrees that from time to time, at such Repauno Group Member’s expense, it will promptly execute and deliver all further instruments and documents, and take all further action as is necessary or as the Collateral Agent shall otherwise reasonably request to perfect and maintain perfected the Security Interests granted hereunder and under the other Secured Obligation Documents and to enable the Collateral Agent and the Secured Parties to exercise and enforce their rights and remedies hereunder.

Section 14.02 Successors and Assigns.

(a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that no Repauno Group Member may assign or transfer any of its rights or obligations hereunder without the prior written consent of each Secured Party other than in accordance with the terms of the Financing Documents, and any assignment or transfer in violation of this provision shall be null and void.

(b) Nothing contained in this Agreement or any other Security Document is intended to limit the right of any Secured Party to assign, transfer or grant participations in its rights in its respective Secured Obligations and Secured Obligation Documents.

Section 14.03 Notices. Unless otherwise expressly provided herein, all notices, instructions, consents, requests, directions and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by email, as follows:

	(i)	if to any Repauno Group Member:

		c/o Delaware River Partners LLC
		Repauno Port & Rail Terminal
		200 N. Repauno Avenue
		Gibbstown, New Jersey 08027
		Attention: General Counsel
		E-mail: [email protected]

		with a copy (which shall not
		constitute notice) to:

		with a copy (which shall not
		constitute notice) to:

		Skadden, Arps, Slate, Meagher & Flom LLP
		3205 S. Canal Street
		Chicago, Illinois 60606
		Attention: Seth Jacobson
		Telephone: (312) 407-0889
		E-mail: [email protected]

	(ii)	if to the Collateral Agent or the Account Bank:

		UMB Bank, N.A.
		5555 San Felipe Street, Suite 870
		Houston, Texas 77056
		Attention: Jully Jiang
		Telephone: (713) 300-0590
		E-mail: [email protected]

	(iii)	if to the Issuer for the DRP 4 Series 2025 Bonds:

		New Jersey Economic Development Authority
		36 West State Street
		P.O. Box 990
		Trenton, New Jersey 08625
		Attention: Program Manager, Bond Compliance
		Telephone: (609) 858-6875

		E-mail: [email protected]

		with a copy to:

		McCarter & English, LLP
		Four Gateway Center
		Newark, New Jersey 07102
		Attention: Richard J. Myslinski
		Telephone: (973) 849-4084
		E-mail: [email protected]

	(iv)	if to the Bond Trustee for the DRP 4 Series 2025 Bonds:
		UMB Bank, N.A.
		5555 San Felipe Street, Suite 870
		Houston, Texas 77056
		Attention: Jully Jiang
		Telephone: (713) 300-0590
		E-mail: [email protected]

	(v)	if to the Taxable Term Loan Administrative Agent:
		Deutsche Bank Trust Company Americas,
		as Administrative Agent
		Trust and Agency Services
		1 Columbus Circle, 4th Floor
		Mail Stop: NYC01-0417
		New York, NY 10019
		Attention: Project Finance Agency Services –
		Repauno Bridge Loan AA7901
		Facsimile: 646-961-3317

Notwithstanding anything to the contrary contained herein, each such notice, instruction, direction, request or other communication so given to the Collateral Agent shall be effective only upon actual receipt. The Collateral Agent shall provide written confirmation of its receipt of all such notices. All instructions required under this Agreement will be delivered to the Collateral Agent in writing, in original, electronic or facsimile form, executed by a Responsible Officer. The identity of such Responsible Officers will be delivered to the Collateral Agent in the form of an Incumbency Certificate substantially in the form of Exhibit D and will remain in effect until such party notifies the Collateral Agent of any change. In its capacity as Collateral Agent, the Collateral Agent will accept all instructions and documents complying with the above under the indemnities provided in this Agreement, and reserves the right to refuse to accept any instructions or documents which fail, or appear to fail, to comply with the terms hereof; provided that in the event of any such refusal by the Collateral Agent, the Collateral Agent shall promptly notify the relevant Responsible Officer executing the instructions or delivering the documents of such non-compliance and provide a reasonable time period for the correction thereof. Further to this procedure, the Collateral Agent reserves the right to telephone any such person providing instructions to confirm the details of such instructions or documents if they are not already on file with it as standing instructions, and the Collateral Agent agrees that it will promptly telephone a Responsible Officer of any applicable Secured Debt Representative or applicable Repauno Entity, as applicable at the time of determination, if the Collateral Agent has determined that it will refuse to accept any instructions or documents which fail, or appear to fail, to comply. The Collateral Agent and the parties hereto agree that the above constitutes a commercially reasonable security procedure.

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the Repauno Group, the Agents and the Secured Debt Representatives. All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and, if given in accordance with this Section, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand or, in the case of notice given by mail, private courier, overnight delivery service, international shipping service or facsimile.

Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for purposes of this Agreement and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Agreement or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Agreement or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable Law in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Agents act on any Executed Documentation sent by electronic transmission, the Agents will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Agents shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Agents acting on unauthorized instructions and the risk of interception and misuse by third parties.

Section 14.04 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.

Section 14.05 Governing Law; Consent to Jurisdiction; WAIVER OF JURY TRIAL; Waiver of Venue; Service of Process.

(a) This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York. Each of the parties hereto hereby irrevocably (a) consents and submits to the non-exclusive jurisdiction of any New York state court sitting in New York County, New York or any federal court of the U.S. sitting in the Southern District of New York, as any party may elect, in any suit, action or proceeding arising out of or relating to this Agreement or any other Security Document and (b) WAIVES THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION IN WHICH ANY OF THE PARTIES HERETO ARE PARTIES RELATING TO OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER SECURITY DOCUMENT. For the avoidance of all doubt, nothing herein shall be construed as requiring any obligations, rights and duties of any Issuer to be subject to the laws of any jurisdiction other than the State of New Jersey or as requiring any Issuer to submit to jurisdiction in any state or federal court not located within the State of New Jersey. In addition, notwithstanding anything to the contrary in this Agreement, however, all matters relating to the perfection, priority, enforcement or foreclosure of any lien or security interest in any Mortgaged Property shall be governed by the laws of the State of New Jersey or in such other state in which such Mortgaged Property is located.

(b) The parties hereto hereby irrevocably and unconditionally waive, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section 14.05. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 14.03. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 14.06 Captions. The headings of the several articles and sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

Section 14.07 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable Law, but if any provision of this Agreement shall be prohibited by or invalid under applicable Law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement.

Section 14.08 Third Party Beneficiaries. This Agreement and the covenants contained herein are made solely for the benefit of the parties hereto and the other Persons from time to time bound hereby, and their successors and assigns, and shall not be construed as having been intended to benefit any other third-party not a party to this Agreement; provided, to the extent that this Agreement provides for the payment of amounts owed to Additional Senior Unsecured Indebtedness Holders (if any), pursuant to clauses Fifth and Sixth in the Flow of Funds set forth in Section 5.02(b) and payments upon collection of proceeds pursuant to sixth in Section 9.08(d), such Additional Senior Unsecured Indebtedness Holders are hereby explicitly recognized as being third-party beneficiaries hereunder and may enforce any such rights conferred, given or granted hereunder.

Section 14.09 Entire Agreement. This Agreement, the other Secured Obligation Documents and the fee related letters, including the documents referred to herein and therein, constitute the entire agreement and understanding of the parties hereto, and supersede any and all prior agreements and understandings, written or oral, of the parties hereto relating to the subject matter hereof.

Section 14.10 Conflict with Other Agreements. Except as otherwise expressly provided herein, the parties agree that in the event of any conflict between the provisions of this Agreement (or any portion thereof) and the provisions of any other Secured Obligation Document or any other agreement now existing or hereafter entered into, the provisions of this Agreement shall control with respect to the matters set forth in this Agreement. In the event that in connection with the establishment of any of the Accounts or the Distribution Account with the Deposit Account Bank, the applicable Repauno Entity shall enter into any agreement, instrument or other document with the Deposit Account Bank which has terms that are in conflict with or inconsistent with the terms of this Agreement, the terms of this Agreement shall control.

Section 14.11 Reinstatement. If at any time for any reason (including bankruptcy, insolvency, receivership, reorganization, dissolution or liquidation of any Repauno Group Member or the appointment of any receiver, intervenor or conservator of, or agent or similar official for, any Repauno Group Member or any of its properties) payment and performance of any Repauno Group Member’s obligations hereunder, or any part thereof, is rescinded or voided or reduced in amount, or must otherwise be restored or returned by the Collateral Agent or any other Secured Party, that payment will not be considered to have been made and this Agreement and the obligations of each Repauno Group Member hereunder will be effective or be automatically reinstated, if necessary, as if that payment had not been made and the Termination Date shall be extended accordingly.

Section 14.12 Collateral Agent’s Rights.

(a) If at any time the Collateral Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Collateral (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of such property), the Collateral Agent is authorized to comply therewith in any manner it or legal counsel of its own choosing reasonably deems appropriate; and if the Collateral Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Collateral Agent shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

(b) To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account and from time to time update such information as reasonably requested by the Collateral Agent. When any account or sub-account is opened, the Collateral Agent shall be entitled to such information that will allow it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided and such other information as the Collateral Agent may reasonably request from time to time to comply with applicable Law.

Section 14.13 Joint and Several Obligations. This Agreement and the obligations created hereunder are the joint and several general obligations of the Repauno Entities. In addition, as security for the performance of the obligations issued and outstanding hereunder and the Secured Obligation Documents, without preference or priority of any one obligation over any other obligation except as otherwise expressly provided herein, the Pledgors have executed and delivered the Pledge Agreement to the Collateral Agent.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

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

	REPAUNO FINANCING HOLDCO LLC,
	a Delaware limited liability company

By:

/s/ Sarah Hurt

	Name:	Sarah Hurt
	Title:	Secretary

	DELAWARE RIVER PARTNERS LLC,
	a Delaware limited liability company

By:

/s/ Sarah Hurt

	Name:	Sarah Hurt
	Title:	Secretary

	DRP URBAN RENEWAL 1, LLC,
	a New Jersey limited liability company

By:

/s/ Sarah Hurt

	Name:	Sarah Hurt
	Title:	Secretary

	DRP URBAN RENEWAL 2, LLC,
	a New Jersey limited liability company

By:

/s/ Sarah Hurt

	Name:	Sarah Hurt
	Title:	Secretary

	DRP URBAN RENEWAL 3, LLC,
	a New Jersey limited liability company

By:

/s/ Sarah Hurt

	Name:	Sarah Hurt
	Title:	Secretary

	DRP URBAN RENEWAL 4, LLC,
	a Delaware limited liability company

By:

/s/ Sarah Hurt

	Name:	Sarah Hurt
	Title:	Secretary

	DRP URBAN RENEWAL 5, LLC,
	a Delaware limited liability company

By:

/s/ Sarah Hurt

	Name:	Sarah Hurt
	Title:	Secretary

	UMB BANK, N.A.,
	as the Collateral Agent, the Bond Trustee for the DRP 4 Series 2025 Bonds and the Account Bank

By:

/s/ Jully Jiang

	Name:	Jully Jiang
	Title:	Vice President

	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	as the Administrative Agent for the Taxable Term Loan

	By:	/s/ Jackie Bartnick

	Name:	Jackie Bartnick
	Title:	Director

By:

/s/ Yan Rui

	Name:	Yan Rui
	Title:	Vice President

EXHIBIT A

DEFINITIONS AND RULES OF INTERPRETATION

Unless otherwise specified, capitalized terms used in the Collateral Agency Agreement and other Security Documents will have the meanings set forth below:

“Acceptable Bank” means a bank or other financial institution with a rating of at least “A-” (or the equivalent) by two Nationally Recognized Rating Agencies, or the equivalent, as of the date of issuance of the applicable letter of credit and on the date of any rating change applied to such entity.

“Acceptable Letter of Credit” means any irrevocable letter of credit (a) issued by an Acceptable Bank, (b) the reimbursement obligations with respect to which shall not be recourse to any Repauno Entity, (c) the term of which is at least one year from the date of issue (except where such letter of credit is issued to satisfy a requirement under the Secured Obligation Documents that expires less than one year after issuance, then the term shall be for such shorter period) and (d) which allows drawing (i) during the 30 day period prior to expiry (unless replaced or extended), (ii) upon downgrade of the issuer such that it is no longer an Acceptable Bank and, (iii) if such letter of credit is used to fund any reserve account established under the Collateral Agency Agreement, when funds would otherwise be drawn from such reserve account, in each case, unless otherwise agreed by the applicable Secured Debt Representative for the applicable sub-account of the Debt Service Reserve Account.

“Acceptable Surety” means a bank, insurance company or other financial institution with a rating of at least “A-” (or the equivalent) by two Nationally Recognized Rating Agencies, or the equivalent as of the date of issuance of the applicable surety bond or non-cancelable insurance policy and on the date of any rating change applied to such entity.

“Accession Agreement” means an accession agreement substantially in the form attached as Exhibit F to the Collateral Agency Agreement.

“Account Bank” means UMB Bank, N.A. in its capacity as the securities intermediary with respect to any Project Account that is a securities account or as the bank with respect to any Project Account that is a deposit account.

“Account Control Agreement” means one or more Account Control Agreements entered into or to be entered into among each applicable Repauno Entity, the Collateral Agent and the Deposit Account Bank or other depositary institution or bank, as applicable, in respect of each Operating Account, the Equity Funded Account, any Collection Account and any account established pursuant to Section 10.04 of the Collateral Agency Agreement; provided that, notwithstanding anything to the contrary in the Financing Documents, (a) no Account Control Agreements shall be required to be in effect until the date that is sixty (60) days following the date hereof (or such later date as is reasonably practicable so long as the applicable Repauno Entity continues to use commercially reasonable efforts to enter into Account Control Agreements required under the Financing Documents) and (b) no Account Control Agreements shall be required to be in effect for any account with, when combined with the individual balance of all other accounts not subject to an Account Control Agreement (other than those accounts listed in clauses (i) and (ii) of Section 10.04), an aggregate balance not in excess of $1,000,000 at any time.

“Accounts” means any account or sub-account created in any Fund under any Bond Indenture (or any Supplemental Indenture) or any account or sub-account under the Collateral Agency Agreement.

“Additional Bonds” means any Additional Bonds issued pursuant to and as defined in any Bond Indenture.

“Additional Bonds Loan Agreement” means any loan or similar financing agreement entered into by the applicable Repauno Entity in connection with any Additional Bonds.

“Additional Debt Service Reserve Sub-Account” means any debt service reserve account established from time to time under the Collateral Agency Agreement, at the request of a Repauno Entity in accordance with the terms of the Collateral Agency Agreement, as required by the terms of any Additional Senior Indebtedness Documents.

“Additional Equity Contribution” means any equity contribution that is delivered, directly or indirectly, on or after the date of this Agreement and deposited to the Equity Contribution Sub-Account or the Other Proceeds Sub-Account of the Construction Account, the Capital Projects Account, the Repair and Replacement Reserve Account, the Ramp-Up and Project Operating Reserve Account, the Equity Funded Account or the Revenue Account in accordance with this Agreement and the other applicable Financing Obligation Documents.

“Additional Senior Indebtedness” means all Additional Senior Secured Indebtedness and Additional Senior Unsecured Indebtedness outstanding as of such date.

“Additional Senior Indebtedness Documents” means all Additional Senior Secured Indebtedness Documents and Additional Senior Unsecured Indebtedness Documents then in effect.

“Additional Senior Indebtedness Holders” means, collectively, Additional Senior Secured Indebtedness Holders and Additional Senior Unsecured Indebtedness Holders.

“Additional Senior Secured Indebtedness” means indebtedness incurred by any Repauno Entity that is pari passu with respect to the Collateral for the then-existing Secured Obligations (except to the extent that certain accounts may be held solely for the benefit of certain creditors as set forth herein or in the Secured Obligation Documents or other Additional Senior Indebtedness Documents) and permitted to be incurred by such Repauno Entity under the terms of the Financing Obligation Documents as in effect at such time, and for the avoidance of doubt, shall include the Obligations (each as defined in the Taxable Term Loan).

“Additional Senior Secured Indebtedness Documents” means any credit agreement, purchase agreement, indenture or similar contract or instrument providing for the issuance or incurrence of, or evidencing, any Additional Senior Secured Indebtedness, including any Additional Bonds then in effect.

“Additional Senior Secured Indebtedness Holder” means any Person that enters into an Additional Senior Secured Indebtedness Document with any Repauno Entity (including any holders of bonds, notes or other securities that are represented by a Secured Debt Representative) and any Owner of Additional Bonds and any Lender and Issuing Bank (as defined in the Taxable Term Loan).

“Additional Senior Unsecured Indebtedness” means indebtedness that is not secured by the Collateral, but is payable pursuant to clause Tenth of Section 5.02(b) of the Collateral Agency Agreement.

“Additional Senior Unsecured Indebtedness Documents” means any credit agreement, purchase agreement, indenture or similar contract or instrument providing for the issuance or incurrence of, or evidencing, any Additional Senior Unsecured Indebtedness then in effect.

“Additional Senior Unsecured Indebtedness Holder” means any Person that enters into an Additional Senior Unsecured Indebtedness Document with any Repauno Entity.

“Administration Expense Guaranty” means that certain Administration Expense Guaranty dated as of the date hereof, by and between DRP and the Issuer of the DRP 4 Series 2025 Bonds.

“Affiliate” of any Person means any Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with that Person.

“Agent” means the Account Bank, the Collateral Agent and each Secured Debt Representative party to the Collateral Agency Agreement.

“Agent Bank” means the Collateral Agent in its individual capacity.

“Bankruptcy Event” means:

(a) An involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Repauno Group Member or of a substantial part of the assets of any Repauno Group Member under any insolvency law or (ii) the appointment of a receiver, trustee, liquidator, custodian, sequestrator, conservator or similar official for any Repauno Group Member or a substantial part of any Repauno Group Member’s assets and, in any case referred to in the foregoing subclauses (i) and (ii), such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered; or

(b) Any Repauno Group Member shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator, custodian, sequestrator, conservator or similar official for such Repauno Group Member or for a substantial part of such Repauno Group Member’s assets, or (ii) generally not be paying its debts as they become due unless such debts are the subject of a bona fide dispute, or (iii) make a general assignment for the benefit of creditors, or (iv) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition with respect to it described in clause (a) of this definition, or (v) commence a voluntary proceeding under any insolvency law, or file a voluntary petition seeking liquidation, reorganization, an arrangement with creditors or an order for relief under any insolvency law, or (vi) file an answer admitting the material allegations of a petition filed against it in any proceeding referred to in the foregoing subclauses (i) through (v), inclusive, of this clause (b), and, in any case referred to in the foregoing subclauses (i) through (v), such action has not been cured within twenty (20) days thereafter.

“Bond Counsel” means McCarter & English, LLP, or other attorneys selected by the Repauno Group, with the consent of the applicable Issuer(s), which consent shall not be unreasonably withheld, who have nationally recognized expertise in the issuance of municipal securities, the interest on which is excluded from gross income for federal income tax purposes.

“Bond Indenture” means, with respect to any Project financed by Bonds, any Indenture of Trust between the applicable Issuer and the applicable Bond Trustee, as amended and supplemented.

“Bond Obligations” means all obligations of the applicable Repauno Entity under the applicable Issuer Lease Agreement, if any, and Additional Bonds Loan Agreement(s), if any, pertaining to such Bonds.

“Bond Purchase Agreement” means, with respect to any Project financed by Bonds, the Bond Purchase Agreement, if any, entered into among the Underwriter, the applicable Issuer and the applicable Repauno Entity pertaining to such Bonds.

“Bond Trustee” means the trustee for the holders of any series of Bonds pursuant to the applicable Bond Indenture, together with any permitted successors, assigns and replacements. UMB Bank, N.A. is the Bond Trustee with respect to the DRP 4 Series 2025 Bonds.

“Bonds” means obligations of an Issuer issued under the applicable Bond Indenture, together with any Additional Bonds issued pursuant to such Bond Indenture, to finance or refinance a Project. The DRP 4 Series 2025 Bonds are Bonds.

“Business Day” means any day other than a Saturday, a Sunday or a day commercial banks in the State of New York or the State of New Jersey are authorized or required by law, regulation or executive order to be closed.

“Calculation Date” means for Financing Obligations bearing interest semi-annually, each, January 1 and July 1, and for Financing Obligations bearing interest quarterly, each January 1, April 1, July 1 and October 1.

“Capital Project” means, with respect to any Project, a physical expansion of, or improvement to, such Project, the procurement and installation of additional equipment or facilities, or the replacement of existing equipment or facilities, in each case, that is in addition to the initial construction of such Project as contemplated by the applicable Financing Documents, with such amendments and modifications thereto and change orders thereto permitted by the applicable Financing Documents.

“Capital Projects Account” means the Capital Projects Account created and designated as such by Section 5.01 of the Collateral Agency Agreement.

“Capitalized Lease” means, with respect to any Person, any lease of (or other arrangement conveying the right to use) real or personal property by such Person as lessee that is required under GAAP to be classified and accounted for as a finance lease on the balance sheet of such Person under Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842).

“Capitalized Lease Obligations” means, with respect to any Person, obligations of such Person under Capitalized Leases, and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Flow Available for Debt Service” means, in respect of any period:

(a) all Project Revenues received by any Repauno Entity during such period, together with future Project Revenues projected in good faith by any Repauno Entity to be received by such Repauno Entity during such period under then-existing contracts (in each case, excluding any Additional Equity Contributions, any proceeds of Indebtedness, any proceeds from dispositions permitted pursuant to clause (a) of the definition of Permitted Sales and Dispositions and, with respect to DRP, without duplication, any revenues paid to DRP by any other Repauno Entity that have already been counted as “Project Revenues” of such Repauno Entity in this clause (a) of the definition of “Cash Flow Available for Debt Service”); plus

(b) interest income earned on any Permitted Investments made with funds on deposit in the Project Accounts; plus

(c) releases from the Debt Service Reserve Account, and releases from the Repair and Replacement Reserve Account and the Ramp-Up and Project Operating Reserve Account used to pay O&M Expenditures or Major Maintenance Costs during such period; less

(d) all O&M Expenditures and Major Maintenance Costs to the extent paid during such period (excluding, without duplication, any amounts for Major Maintenance Costs paid out of the Capital Projects Account); less

(e) without duplication, deposits to the Debt Service Reserve Account (excluding, without duplication, the initial funding of the DRP 4 Series 2025 Bonds Debt Service Reserve Sub-Account, the Taxable Term Loan Debt Service Reserve Sub-Account or any other sub-account of the Debt Service Reserve Account, in each case, solely to the extent such initial funding is with proceeds of the DRP 4 Series 2025 Bonds, the Taxable Term Loans or such other Additional Senior Indebtedness respectively), the Repair and Replacement Reserve Account and the Ramp-Up and Project Operating Reserve Account (excluding the initial funding of the Ramp-Up and Project Operating Reserve Account or any sub-account thereof) during such period.

“Casualty Event” means an event that causes all or a portion of the Facilities to be damaged, destroyed or rendered unfit for normal use for any reason whatsoever, other than an Expropriation Event.

“Casualty Proceeds” means, with respect to any Casualty Event, all proceeds of insurance (other than proceeds of business interruption insurance and loss of advance profits insurance, which shall constitute “Project Revenues”) payable to or received by the applicable Repauno Entity (whether by way of claims, return of premiums, ex gratia settlements or otherwise) in connection with such Casualty Event.

“Closing Date” means, with respect to any Bonds, the Taxable Term Loan, or any other Additional Senior Secured Indebtedness, the date on which such Bonds have been issued, authenticated and delivered in accordance with the applicable Bond Indenture or such Indebtedness has been incurred in accordance with the applicable inancing Documents.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

“Collateral” means all real and personal property that is intended to be subject to the Security Interests granted to the Collateral Agent under the Security Documents to secure each Repauno Entity’s payment and performance of the Secured Obligations, including the Grantor Collateral and the Pledged Collateral.

“Collateral Agency Agreement” means this Collateral Agency, Intercreditor and Accounts Agreement, dated as of May 28, 2025, by and among each Repauno Group Member, the Bond Trustees, the Taxable Term Loan Administrative Agent, the Account Bank, the Collateral Agent and each Secured Party from time to time a party thereto.

“Collateral Agent” means UMB Bank, N.A. and its successors and assigns, as Collateral Agent, pursuant to the Collateral Agency Agreement.

“Collection Account” means a collection account subject to the security interest of UMB Bank, N.A., as Collateral Agent, established with the Deposit Account Bank in accordance with Section 5.02(a) of the Collateral Agency Agreement and subject to an Account Control Agreement.

“Combined Exposure” means, as of any date of calculation, the sum (calculated without duplication) of the following, to the extent the same is held by a Secured Creditor: (a) the outstanding principal amount of all Secured Obligations outstanding under the relevant Secured Obligation Documents, (b) provided that no Secured Obligation Event of Default is in existence at such time, any outstanding Commitments under the relevant Secured Obligation Documents and (c) subject to Section 8.02 of the Collateral Agency Agreement, any Swap Termination Payments owed to a Swap Bank by the applicable Repauno Entity.

“Commercially Feasible Basis” means that, following a Casualty Event, (i) the Loss Proceeds, together with any other amounts available to the applicable Repauno Entity, will be sufficient to permit the Restoration of the Facilities owned, leased or operated by such Repauno Entity, (ii) sufficient funds are or will be available to the applicable Repauno Entity to pay all total debt service on any outstanding Financing Obligations of such Repauno Entity during the estimated period of Restoration, (iii) such Facilities upon being Restored can be reasonably expected to produce Project Revenues for such Repauno Entity adequate to maintain a projected Total DSCR, for each complete Fiscal Year commencing with the Fiscal Year beginning on or most recently after the projected date of Restoration, equal to or greater than 1.10 to 1.00.

“Commitment” means any commitment by a Secured Party to extend Indebtedness to a Repauno Entity under the relevant Secured Obligation Document.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. Section 1 et seq.), as amended from time to time, and any successor statute.

“Company Sub-Sublease” means that certain Amended and Restated Sublease Agreement dated on even date herewith, under which DRP 4, as the subtenant under the Issuer Lease Agreement relating to the Project of DRP 4, further subleases such Project to DRP.

“Completion Date” means, with respect to any Project, the first date on which each of the following conditions has been satisfied, as certified by the applicable Technical Advisor:

(a) the Final Substantial Completion Date for such Project shall have occurred;

(b) all Punchlist Items shall have been carried out;

(d) the applicable Repauno Entity shall deliver to the Technical Advisor (with a copy to the Collateral Agent) a certificate of a Responsible Officer of such Repauno Entity to the effect that (i) all amounts required to be paid to Contractors on such Project have been paid (other than any Disputed Amounts and Retainage Amounts), and (ii) the applicable Repauno Entity has received lien releases and waivers from each Contractor that has timely filed a notice to owner or other notice sufficient to perfect such Contractor’s right to a lien in compliance with Law, other than with respect to any Disputed Amounts, Retainage Amounts and any Permitted Security Interests;

(e) a confirmation of the Technical Advisor has been made, confirming the factual certification described in clause (d) above;

(f) the Technical Advisor and the Collateral Agent shall have received a certification from the applicable Repauno Entity confirming continued compliance in all material respects with the insurance requirements related to the applicable Project under the Financing Obligation Documents;

(g) the final payment affidavit(s) from Contractors in privity with the applicable Repauno Entity and seeking final payment as of such Completion Date have been delivered to such Repauno Entity and to the Collateral Agent, or the statutory period for filing mechanics liens under the laws of the State of New Jersey, with respect to the work which is the subject of such contract(s) for which final payment is sought, has expired; and

(h) the Technical Advisor and the Collateral Agent shall have received final endorsements from the title company with respect to the completion of such Project in a reasonable and customary form, insuring the priority of their respective Security Interests created by the Security Documents.

“Contractor” means any architects, consultants, engineers, contractors, sub-contractors, suppliers or other Persons engaged by or on behalf of the applicable Repauno Entity in connection with the design, engineering, installation and construction of the applicable Project.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and “Controlling” and “Controlled by” have meanings correlative thereto.

“Construction Account” means the Construction Account created by and designated as such by Section 5.01 of the Collateral Agency Agreement.

“Construction Account Withdrawal Certificate” means the certificate substantially in the form attached as Exhibit I to the Collateral Agency Agreement.

“Costs of Issuance” include the following:

(a) expenses necessary or incident to determining the feasibility or practicability of the issuance and sale of the Financing Obligations, as applicable, the fees and expenses of management consultants for making studies, surveys and estimates of costs and revenues and other estimates necessary to the issuance of the Financing Obligations (as opposed to such studies, surveys or estimates related to completion of the applicable Project, but not to the issuance of the Financing Obligations);

(b) expenses of administration, supervision and inspection properly chargeable to the issuance and sale of the Financing Obligations, legal expenses and fees of the applicable Issuer or the applicable Repauno Entity (as applicable) in connection with the issuance and sale of the Financing Obligations, legal expenses and fees and expenses of the Bond Trustees and the Taxable Term Loan Administrative Agent, fees and expenses of the underwriter, financial advisors or brokers in arranging for the sale or placement of the Financing Obligations, financing charges, remarketing fees, cost of audits, cost of preparing, issuing and selling the Financing Obligations, abstracts and reports on titles to real estate, title insurance premiums, recording fees and taxes and all other items of expense, including those of the applicable Issuer or the applicable Repauno Entity (as applicable) not elsewhere specified herein incident to the issuance and sale of the Financing Obligations;

(d) reimbursement to the applicable Repauno Entity for any costs described above paid by it, whether before or after the execution of any Financing Obligation Document.

“Debt Service Fund” means the “Debt Service Fund” created by and designated as such by the applicable Bond Indenture.

“Debt Service Reserve Account” means the Debt Service Reserve Account established with respect to any Bond, the Taxable Term Loan or other Permitted Indebtedness.

“Debt Service Reserve Requirement” means, (i) with respect to the DRP 4 Series 2025 Bonds, an amount equal to six months of interest payable thereon on the next Payment Date, (ii) with respect to the Taxable Term Loan, the amount required (if any) by the Financing Obligation Documents of the Taxable Term Loan to be deposited the Taxable Term Loan Debt Service Reserve Sub-Account and (iii) with respect to any Additional Senior Indebtedness, the amount required (if any) by the applicable Additional Senior Indebtedness Documents to be deposited into such Additional Debt Service Reserve Sub-Account and which is not in contravention of the terms of any Financing Obligation Documents in effect at such time.

“Denominator” has the meaning assigned to such term in Section 8.03(b) of the Collateral Agency Agreement.

“Deposit Account Bank” means Bank of America, N.A. and any replacement thereof.

“Direct Agreements” means the consents to collateral assignment, if any, entered into by the applicable Repauno Entity, the Collateral Agent and the applicable counterparties with respect to each of the Material Project Contracts.

“Direction Notice” has the meaning assigned thereto in Section 9.03(a) of the Collateral Agency Agreement.

“Disputed Amounts” means payments for work, services or materials, fixtures or equipment which are not overdue or if overdue (x) have been bonded around pursuant to the laws of the State of New Jersey, inclusive, or (y) that are being contested in good faith by the applicable Repauno Entity through appropriate proceedings or that are the subject of settlement discussions, or in respect of which the Repauno Entity reasonably anticipates in good faith that applicable proceedings or settlement discussions will be initiated; provided, that if being contested, or anticipated to be subject to proceedings or settlement discussions, (i) adequate reserves with respect to such obligations contested in good faith are maintained on the books of such Repauno Entity, to the extent required by GAAP and (ii) at any time prior to the Completion Date of the relevant Project, the amount of such Repauno Entity’s likely liability under any Security Interest associated with such payments (as determined by such Repauno Entity in good faith) is reserved.

“Dissemination Agent” means Digital Assurance Certification, L.L.C.

“Distribution Account” means the Distribution Account created by the Repauno Entities.

“Distribution Date” means each semi-annual Calculation Date beginning after the Final Substantial Completion Date for the applicable Project.

“Distribution Release Certificate” means the certificate substantially in the form attached as Exhibit E to the Collateral Agency Agreement.

“Dollar” means lawful money of the U.S.

“Draw Availability” means the sum of any Revolver Availability; provided that the sum of all Draw Availability allocated at any time among the Accounts (to the extent permitted hereby) may not exceed the total of Draw Availability and that at any time in which the Draw Availability is used to meet any requirements hereunder, the applicable Repauno Entity shall deliver to the Collateral Agent an accounting of the allocations of Draw Availability.

“DRP Taxable Debt Proceeds Sub-Account” means the DRP Taxable Debt Proceeds Sub-Account created and designed as such by Section 5.01 of the Collateral Agency Agreement.

“DRP 4 Series 2025 Bonds” means the New Jersey Economic Development Authority Dock and Wharf Facility Revenue Bonds (Repauno Port & Rail Terminal Project), Series 2025 issued on May 28, 2025, and any DRP 4 Series 2025 Bond or DRP 4 Series 2025 Bonds issued in exchange or replacement therefor.

“DRP 4 Series 2025 Bonds Rebate Fund” means the DRP 4 Series 2025 Bonds Rebate Fund established and created pursuant to the applicable Bond Indenture.

“Enforcement Action” means any action, whether by judicial proceedings or otherwise, to enforce any of the rights and remedies granted pursuant to the Security Documents against the Collateral or any applicable Repauno Group Member upon the occurrence and during the continuance of a Secured Obligation Event of Default.

“Environmental Law” means any federal, state or local statute, ordinance, rule or regulation, any judicial or administrative order (whether or not on consent), request or judgment, or any other binding determination of any Governmental Authority relating to protection of the environment or health or safety relating to the release of or exposure to hazardous or toxic substances, materials or wastes. Environmental Laws include, without limitation, regulations and requirements imposed pursuant to the Clean Air Act, 42 U.S.C. Section 7401, et seq., the Clean Water Act, 33 U.S.C. Section 1251, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601, et seq., the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., and any and all state law or local law counterparts.

“Equity Contribution Sub-Account” means the Equity Contribution Sub-Account established within the Construction Account created and designated as such by Section 5.01 of the Collateral Agency Agreement.

“Equity Funded Account” means the Equity Funded Account subject to the security interest of UMB Bank, N.A., as Collateral Agent (account number 446026717384) established with the Deposit Account Bank in accordance with Section 5.01(b) of the Collateral Agency Agreement and subject to an Account Control Agreement.

“Equity Lock-Up Account” means the Equity Lock-Up Account created by and designated as such by Section 5.01 of the Collateral Agency Agreement.

“Equity Transfer Certificate” means a certificate delivered by the applicable Repauno Entity in accordance with the Collateral Agency Agreement substantially in the form attached as Exhibit K to the Collateral Agency Agreement.

“Excluded Swap Obligation” means, with respect to any Person, any Swap Obligation if, and to the extent that, all or a portion of the guarantee by such Person of, or grant of a security interest by such Person to secure, such Swap Obligation is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of the failure of such Person for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the guarantee or grant of security interest by such Person becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such security interest is or becomes excluded in accordance with the first sentence of this definition.

“Existing Barclays Credit Agreement” means that certain Credit Agreement, dated as of October 18, 2024, by and among FTAI Energy Holdings LLC, a Delaware limited liability company, FTAI Energy Partners LLC, a Delaware limited liability company, the guarantors party thereto, the lenders party thereto and Barclays Bank PLC as administrative agent.

“Existing Revolving Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of November 5, 2021, by and among DRP, the guarantors party thereto, the lenders party thereto and ING Capital LLC as administrative agent.

“Existing Security Interests” means Security Interests existing on any Closing Date that are not expressly required to be discharged as a condition precedent to the issuance or incurrence of the obligations to be issued or incurred on such Closing Date.

“Expropriation Event” means any action (or series of related actions) by any Governmental Authority (i) by which such Governmental Authority appropriates, confiscates, condemns, expropriates, nationalizes, seizes or otherwise takes all or any portion of the Collateral or the Facilities or (ii) by which such Governmental Authority assumes custody or control of all or any portion of the Facilities, in each case that is reasonably anticipated to last for more than one hundred twenty (120) consecutive days.

“Expropriation Proceeds” means, with respect to any Expropriation Event, all proceeds received by the applicable Repauno Entity from the applicable Governmental Authority in connection with such Expropriation Event.

“Extended Substantial Completion Deadline” means, with respect to any Substantial Completion Deadline, the date that is twelve (12) months after such Substantial Completion Deadline.

“Facilities” means any Project and any other Collateral from time to time.

“Federal Book-Entry Regulations” means (i) the U.S. Department of the Treasury’s regulations governing “Securities” (as defined in 31 C.F.R. Section 357.2) issued by the U.S. Treasury and maintained in the form of entries in the federal reserve banks’ book-entry system known as the Treasury/Reserve Automated Debt Entry System (TRADES), as such regulations are set forth in 31 C.F.R. Part 357 and (ii) regulations analogous and substantially similar to the regulations described in clause (i) above governing any other automated book-entry system operated by U.S. federal reserve banks in which securities issued by government sponsored enterprises are issued, recorded, transferred and maintained in book-entry form.

“Federal Tax Certificate” means, with respect to any incurrence of any tax-exempt Indebtedness, (a) one or more certificates or agreements (including each Federal Tax Certificate, Arbitrage Certificate or Representation Letter as defined in each applicable Bond Indenture) that sets forth the applicable Issuer’s or the applicable Repauno Entity’s expectations regarding the investment and use of proceeds of any tax-exempt Indebtedness and other matters relating to Bond Counsel’s opinion regarding the federal and state income tax treatment of interest on such Indebtedness, including any instructions delivered by Bond Counsel in connection with any such certificate or agreement and any appendices, schedules and exhibits thereto; and (b) any amendment or modification of any such certificate or agreement that is accompanied by an opinion of Bond Counsel stating that the amendment or modification will not adversely affect the exclusion of interest on such Indebtedness from gross income for federal and state income tax purposes or the ability to refinance such Indebtedness with proceeds from other Indebtedness which interests are excluded from gross income for federal and state income tax purposes.

“Final Substantial Completion Date” means, in respect of any Project, the date on which the applicable Repauno Entity has demonstrated to the Technical Advisor that each of the Substantial Completion Requirements with respect to the applicable Project has been satisfied and the applicable Technical Advisor has issued a Substantial Completion Certificate with respect to such Project, and that the corresponding completion certificates under the other Financing Documents applicable to such Project (including, for the Project financed by the DRP 4 Series 2025 Bonds, under Section 4.5(g) of the Series 2025 Indenture and Section 7.24 of the Issuer Lease Agreement) have been delivered, issued or filed pursuant the terms of such Financing Documents.

“Financing Documents” means each Bond Indenture (as supplemented), each “Limited Offering Memorandum” (as defined in the applicable Bond Indenture), each Issuer Lease Agreement or other Financing Obligation Document, the Administration Expense Guaranty, the Collateral Agency Agreement, the Security Agreement, the Pledge Agreement, the Direct Agreements, each Mortgage, the Account Control Agreement, any other Security Documents, the Continuing Disclosure Agreement (as defined in the applicable Bond Indenture), the Taxable Term Loan and the other Loan Documents (as defined in the Taxable Term Loan), and each Federal Tax Certificate.

“Financing Obligation Documents” means, collectively and without duplication, the Secured Obligation Documents and the Additional Senior Unsecured Indebtedness Documents and related notes (if any).

“Financing Obligations” means, collectively, without duplication, all of the Secured Obligations and any Repauno Entity’s obligations under any Additional Senior Unsecured Indebtedness Documents.

“Fiscal Quarter” means the three month period commencing on the first day of the first, fourth, seventh and tenth month of each Fiscal Year and ending on the last day of the third, sixth, ninth and twelfth month, respectively, of such Fiscal Year.

“Fiscal Year” means, with respect to each Repauno Group Member, the twelve months commencing on January 1 of any calendar year and ending on December 31 of such calendar year, or any other 12-month period which such Repauno Group Member designates as its fiscal year.

“Fitch” means Fitch Ratings, Inc. and any successor to its rating agency business.

“Flow of Funds” means the withdrawals, transfers and payments from the Revenue Account in the amounts, at the times, for the purposes and in the order of priority set forth in Section 5.02(b) of the Collateral Agency Agreement.

“Funded Interest Accounts” means the Tax-Exempt Funded Interest Sub-Account and the Taxable Funded Interest Sub-Account.

“Funds” means any of the funds created under any Bond Indenture.

“Funds Flow Memorandum” means with respect to Permitted Indebtedness, the corresponding letter of direction (or similar document), if any, from DRP or other applicable Repauno Entity addressed to the Collateral Agent directing the disbursement of the proceeds of the applicable Permitted Indebtedness.

“Funds Transfer Certificate” means a certificate delivered by a Repauno Entity in accordance with the Collateral Agency Agreement substantially in the form attached as Exhibit B to the Collateral Agency Agreement.

“GAAP” means such accepted accounting practice as conforms at the time to applicable generally accepted accounting principles in the U.S., consistently applied.

“Governmental Approval” means any registration, permit, license, consent, concession, grant, franchise, authorization, waiver, variance or other approval, guidance, protocol, mitigation agreement, or memoranda of agreement/understanding, and any amendment or modification of any of them provided or issued by Governmental Authority including state, local, or federal regulatory agencies, agents, or employees, which authorize or pertain to the Facilities.

“Governmental Authority” means any nation, state, sovereign or government, any federal, regional, state or local government or political subdivision thereof or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and having jurisdiction over the Person or matters in question. References in the Collateral Agency Agreement to Governmental Authorities shall not be deemed to include the Issuer except if expressly provided to the contrary.

“Grantor Collateral” has the meaning assigned thereto in the Security Agreement.

“Ground Lease” means any “ground lease” between a Repauno Entity, as lessee, and DRP or other Repauno Entity, as lessor.

“Hazardous Materials” means any material, substance or waste that is listed, defined, designated or classified as, or otherwise determined to be, hazardous, radioactive or toxic or a pollutant or a contaminant under or pursuant to or for which liability may be imposed under any Environmental Law, including any mixture or solution thereof, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor, asbestos or asbestos-containing materials and polychlorinated biphenyls.

“Indebtedness” means with respect to any Person, without duplication: (a) indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, other than: (1) accounts payable and trade payables arising in the ordinary course of business (other than those addressed in clauses (2) through (4) of this clause (c)) which are payable in accordance with customary practices, provided that such accounts payable and trade payables (x) are not evidenced by a note, (y) are payable within ninety (90) days of the date of incurrence and are not more than ninety (90) days past due unless being contested in good faith (or, with respect to accounts payable and trade payables mentioned in clause (1)(z)(ii) of this clause (c), are payable within forty-five (45) days of the date of incurrence and are not more than forty-five (45) days past due unless being contested in good faith) and (z) either (i) do not exceed 4% of the sum of the original principal amount of the Bonds plus the principal amount of other Permitted Additional Senior Indebtedness and Additional Bonds at any one time outstanding or (ii) arise out of, or are incurred in connection with, any Repauno Entity’s business, operations or role in commodity inventory management (or similar ordinary course inventory management processes), provided, however, that, the accounts payable and trade payables that are excluded from comprising Indebtedness by virtue of this clause (1)(z)(ii) shall be limited to those arising or incurred in respect of an inventory volume of no more than 788,000 barrels of bulk liquids at any time, (2) accrued expenses arising in the ordinary course of business and not recorded as either “short term indebtedness” or “long term indebtedness” on the balance sheet of such Person in accordance with GAAP, (3) any payments pursuant to any project contracts that are not more than ninety (90) days past due unless being contested or intended to be contested in good faith or to the extent such payments represent “retainage,” “holdback” or similar payments, provided however, that any such payments pursuant to project contracts paid with the proceeds of the Series 2025 Bonds as soon as reasonably practicable after the applicable Closing Date (taking into account the completion, delivery and review of all applicable certificates and reports required hereunder, and completion of any other applicable prerequisites for initial disbursement of the relevant Bond proceeds, and in any event within ten (10) Business Days of the applicable Closing Date) shall not be deemed Indebtedness even if more than ninety (90) days past due, and (4) payments due under any management contract, employee sharing agreement, or similar agreement pursuant to which an employer provides employees to provide services for such Person, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person, (e) any Capitalized Lease Obligation, (f) all obligations, contingent or otherwise, of such Person under bankers acceptances issued or created for the account of such Person, (g) all unconditional obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any capital stock or other equity interests of such Person or any warrants, rights or options to acquire such capital stock or other equity interests, (h) all net obligations of such Person pursuant to Permitted Swap Agreements, (i) all guarantee obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (h) above, and (j) all Indebtedness of the type referred to in clauses (a) through (h) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any lien on property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.

“Independent Manager” has the meaning assigned thereto in the Amended and Restated Limited Liability Company Agreement of Repauno Financing Holdco LLC.

“Insurance” means the contracts and policies of insurance taken out by or on behalf of any Repauno Entity in connection with any Project, the Facilities or any Transaction Documents in which such Repauno Entity has an interest, other than any municipal bond or financial guaranty insurance policy issued to guarantee the scheduled payment when due of any secured obligations or any bonds related thereto.

“Intercreditor Vote” means a vote conducted in accordance with the procedures set forth in Article VIII among the Secured Creditors.

“Interest Account” means the “Interest Account” created by and designated as such by any Bond Indenture.

“Interest Payment Date” means, (i) with respect to any Financing Obligations bearing interest semi-annually, each January 1 and July 1, (ii) with respect to any Financing Obligations bearing interest quarterly, each January 1, April 1, July 1 and October 1, or each other date interest payments are required to be made under such Financing Obligations and (iii) with respect to any other Financing Obligations, each other date interest payments are required to be made under the related Financing Obligation Documents, and in each case continuing for so long as the Financing Obligations are outstanding.

“Interest Payments” means, with respect to a payment date for the Financing Obligations, the interest (including the interest component of the redemption price due in connection with any mandatory redemption payment on any Financing Obligation) due on such date on the Financing Obligations.

“Issuer” means a governmental or quasi-governmental issuer for any Series of Bonds pursuant to the applicable Bond Indenture. The New Jersey Economic Development Authority is the Issuer of the DRP 4 Series 2025 Bonds.

“Issuer Lease Agreement” means, with respect to any Project financed by Bonds, any lease agreement, by and between the applicable Issuer and the applicable Repauno Entity pursuant to which the Repauno Entity is obligated to make payments to the Issuer by reference to amounts of interest and principal on such Bonds.

“Issuer Representative” has the meaning assigned thereto in each Bond Indenture.

“Law” means any federal, state, local and municipal laws, statutes, rules and regulations, orders, codes, directives, permits, approvals, decisions, decrees, ordinances or by-laws having the force of law and any common or civil law, including binding court and judicial decisions having the force of law, and includes any amendment, extension or re-enactment of any of the same in force from time to time and all other instruments, orders and regulations made pursuant to statute.

“Lock-Up Total DSCR” means a Total DSCR equal to 1.35:1.00.

“Loss Event” means a Casualty Event or an Expropriation Event.

“Loss Proceeds” means Casualty Proceeds and Expropriation Proceeds.

“Loss Proceeds Account” means the Loss Proceeds Account created and designated as such by Section 5.01 of the Collateral Agency Agreement.

“Main Operating Accounts” means the Operating Accounts subject to the security interest of UMB Bank, N.A., as Collateral Agent (account numbers 446026715535 and 446026717371) established with the Deposit Account Bank in accordance with Section 5.01(b) of the Collateral Agency Agreement.

“Major Action” has the meaning assigned thereto in the Amended and Restated Limited Liability Company Agreement of Repauno Financing Holdco LLC.

“Major Maintenance” means any lifecycle maintenance, repair, renewal, reconstruction or replacement work of any portion or component of any Project, as applicable, of a type which is not normally included as an annually recurring cost in port-associated transload terminal maintenance and repair budgets.

“Major Maintenance Costs” means the estimated costs for Major Maintenance set forth in the Major Maintenance Plan provided by the applicable Repauno Entity to, and approved, by the Technical Advisor.

“Major Maintenance Plan” means the budget and schedule delivered by the applicable Repauno Entity to, and approved by, the Technical Advisor for Major Maintenance Costs.

“Mandatory Prepayment Account” means the Mandatory Prepayment Account created and designated as such by Section 5.01 of the Collateral Agency Agreement.

“Material Adverse Effect” means a material adverse effect on (a) (i) the business, properties, performance, results of operations or financial condition of the Repauno Group as a whole, (ii) the ability of a Repauno Entity that has a Project, which has not been completed, to complete such Project or (iii) any Repauno Group Member’s ability to observe and perform its material obligations under any Financing Document; (b) the legality, validity or enforceability of any material Financing Document; (c) the validity, perfection or priority of a material portion of the Security Interests created pursuant to the Security Documents on the Collateral taken as a whole; or (d) the validity, perfection or priority of a material portion of the Security Interests created pursuant to the Security Documents on the Collateral taken as a whole; or (e) the rights of the Secured Parties under the Financing Documents, including the ability of the Collateral Agent, the Taxable Term Loan Administrative Agent, any Bond Trustee or any other Secured Party to enforce their material rights and remedies under the Financing Documents or any related document, instrument or agreement.

“Material Project Contract” means (a) those contracts as set forth on Attachment B and (b) any other agreement pertaining to any Project (other than a completed Project) to which any Repauno Entity is a party, the breach or termination of which could reasonably be expected to have a Material Adverse Effect.

“Modification”, “Modify” and “Modified” mean, with respect to any Secured Obligation Document (other than a Mortgage), any amendment, supplement, waiver or other modification of the terms and provisions thereof and with respect to any Mortgage, any amendments, supplements, spreaders, releases, subordinations or other modification.

“Moody’s” means Moody’s Investor Services and any successor to its rating agency business.

“Mortgage” means an agreement, including, but not limited to, a mortgage, leasehold mortgage or any other document, creating and evidencing a Security Interest in the Mortgaged Property. On the date hereof, the Repauno Entities shall cause to be delivered to the Collateral Agent (i) the Mortgage securing the DRP 4 Series 2025 Bonds and (ii) a pro forma title policy or a marked-up commitment signed by an officer of the Title Company evidencing the commitment of the Title Company to issue the Title Policy related to such Mortgage in form and substance reasonably satisfactory to the Collateral Agent. The Repauno Entities shall further cause such Title Policy to be delivered to the Collateral Agent within ninety (90) days following the date hereof.

“Mortgaged Property” means the real property as to which the Collateral Agent for the benefit of the Secured Parties shall be granted Security Interests pursuant to any Mortgage.

“Nationally Recognized Rating Agency” means S&P, Moody’s or Fitch, or any other nationally-recognized securities rating agency that is then providing a rating on any of the Secured Obligations at the request of any Repauno Entity.

“Non-Completed Work” has the meaning assigned thereto in Section 5.06(c).

“Non-Completed Work Sub-Account” means the Non-Completed Work Sub-Account established within the Repair and Replacement Reserve Account created and designated as such by Section 5.01 of the Collateral Agency Agreement.

“Non-Voting Creditor” has the meaning assigned to such term in Section 8.02(b) of the Collateral Agency Agreement.

“Notice of Default” has the meaning assigned to such term in Section 9.02(a) of the Collateral Agency Agreement.

“Numerator” has the meaning assigned to such term in Section 8.03(b) of the Collateral Agency Agreement.

“O&M Expenditures” means for any period, the sum (without duplication) of the following costs paid by or on behalf of any member of the Repauno Group:

(a) payments to any and all management operating companies, which term shall include any Affiliate of any Repauno Entity that provides services for the benefit of any member of the Repauno Group (subject to the requirements on transactions with Affiliates set forth herein), including management fees, payment or reimbursement in respect of rent, furniture, telephone, computer, information technology systems and other equipment and property used or useful in the operations of any member of the Repauno Group (including the operation of any Project) and reimbursement of all salaries, employee benefits, consultant fees, and other compensation of, and expenses incurred by, personnel providing management, leasing, operating, maintenance, legal, accounting, finance, IT, sales and marketing, and human resources services, including the cost to the management operating company of obtaining services from a third party for the benefit of any member of the Repauno Group; plus

(b) insurance deductibles, claims and premiums and, without duplication, payments made in respect of financing of insurance premiums; plus

(c) other than Major Maintenance Costs, costs (including capital expenditures) of operating and maintaining the assets of the Repauno Group (including any Project), including, without limitation:

(x) payments and deposits in the ordinary course of business or relating to any activities permitted or required under the Financing Documents in connection with or to secure bids, tenders, contracts, leases (but excluding any payments of rent that represent amounts of principal, interest or fees with respect to any Bonds and other Indebtedness permitted under the Secured Obligation Documents), subleases, licenses or sublicenses of real property, personal property or intellectual property, statutory obligations, surety bonds or appeal bonds and payments and deposits securing letters of credit supporting such obligations; and

(y) payments and deposits in the ordinary course of business or relating to any activities permitted or required under the Financing Documents in connection with workers’ compensation laws, unemployment insurance laws or similar legislation and payments and deposits securing letters of credit supporting such obligations; plus

(d) property and other similar taxes (including agreed payments in lieu of taxes) payable in respect of the assets of the Repauno Group (including any Project); plus

(e) fees for accounting, legal and other professional services; plus

(f) general and administrative expenses, including payments for cash management services and reimbursements of banking institutions for checks drawn on insufficient funds; plus

(g) Major Maintenance Costs solely in accordance with item Fourth in the Flow of Funds under Section 5.02(b) of the Collateral Agency Agreement; plus

(h) payments to any direct or indirect parent company of any member of the Repauno Group to pay or reimburse (which payments may, at the election of the member of the Repauno Group making such payment, take the form of dividends or distributions):

(1) corporate overhead costs and expenses (including fees for accounting, legal and other professional services) which are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of any member of the Repauno Group,

(2) salary, bonus and other benefits payable to directors, officers and employees of any direct or indirect parent company to the extent the cost of such salaries, bonuses and other benefits are attributable or allocated on a reasonable basis to the ownership or operations of such Repauno Entity,

(3) any directors and officers liability insurance and amounts arising from indemnification claims made by directors, managers or officers (A) of any direct or indirect parent company attributable or allocated on a reasonable basis to the ownership or operations of any member of the Repauno Group, or (B) of any member of the Repauno Group,

(4) franchise taxes and other similar fees and expenses required to maintain any direct or indirect parent company’s or any member of the Repauno Group’s corporate existence,

(5) for any taxable period ending after the Closing Date for which either of (x) DRP or (y) any Repauno Entity (each of (x) and (y), an “Applicable Entity”) is (or is disregarded as an entity separate from) a partnership or member of a consolidated group of corporations for U.S. federal income tax purposes, tax liabilities of the direct or indirect equity owners of such Applicable Entity attributable to the taxable income of such Applicable Entity in an aggregate amount equal the product of (A) the taxable income of such Applicable Entity for such taxable period, reduced (but not below zero) by any taxable loss of such Applicable Entity with respect to any prior taxable periods ending after the Closing Date to the extent such taxable loss (i) has not previously been offset against taxable income of such Applicable Entity pursuant to this clause (A), (ii) is of a character (ordinary or capital) that would permit such loss to be deducted against the taxable income of such Applicable Entity for the period in question and (iii) would otherwise be deductible under applicable tax law, taking into account any limitations that would apply (including the 80% limitation of section 172(a)(2)(B) of the Code), assuming the only taxable income, loss, deduction and credit of the taxpayer were the items of the Applicable Entity for all taxable years ending after the Closing Date, and (B) the highest combined marginal federal and applicable state and local income tax rate (taking into account the character of the taxable income in question (i.e., long-term capital gain, qualified dividend income, etc.)) applicable to any corporate equity owner of such Applicable Entity, for such taxable period (taking into account Section 199A of the Code, if applicable),

(6) an allocated portion of any listing fees and other costs and expenses attributable to any direct or indirect parent company being a publicly traded company, and

(7) an allocated portion of any fees and expenses related to any debt offering (including debt securities and bank loans) or equity offering by any direct or indirect parent company, whether or not consummated;

provided that, for purposes of this clause (h), for so long as any such direct or indirect parent company owns no material assets other than cash, Permitted Investments, and equity interests of any member or members of the Repauno Group (or of another direct or indirect parent of any member or members of the Repauno Group), any requirement herein that the applicable costs and expenses be attributable to the ownership or operations of such member or members of the Repauno Group shall be deemed satisfied, plus

(i) filings or other costs required in connection with the maintenance of the first priority Security Interest of the Secured Parties in the Collateral;

provided, that, the following shall be excluded from the foregoing items (a) through (h):

(i) payments of (A) principal, interest or fees with respect to any Bonds and other Indebtedness permitted under the Secured Obligation Documents (other than payments in respect of ordinary cash management services), or (B) rent under the Company Sub-Sublease or otherwise intended to service any such Indebtedness;

(ii) capital expenditures or contributions paid with funds made available to any member of the Repauno Group by Additional Equity Contributions;

(iii) capital expenditures for Capital Projects permitted under the Financing Documents;

(iv) any payments, dividends or distributions to any Person in respect of any capital stock of any member of the Repauno Group, except as set forth in clause (h) above; and

(v) depreciation, amortization of intangibles and other non-cash accounting entries of a similar nature for such period.

O&M Expenditures are not to be considered investments for the purposes of the Collateral Agency Agreement. O&M Expenditures that are attributable to any Project and incurred prior to the applicable Final Substantial Completion Date shall be deemed Project Costs; and, accordingly, shall be payable under the Third clause of Section 5.02(b) as Project Costs rather than under the Fourth clause of Section 5.02(b) as O&M Expenditures. Notwithstanding the foregoing, to the extent any of the foregoing costs (x) are directly and exclusively incurred by Repauno Holdco for the sole benefit of Repauno Holdco, or (y) result from a breach of Section 10.08, such costs shall not be deemed O&M Expenditures.

“Operating Account” means the Main Operating Accounts and each additional Operating Account subject to the security interest of UMB Bank, N.A., as Collateral Agent, established with the Deposit Account Bank in accordance with Section 5.01(b) of the Collateral Agency Agreement and subject to an Account Control Agreement.

“Ordinary Course Settlement Payments” means all regularly scheduled payments due under any Permitted Swap Agreement with a Swap Bank from time to time, calculated in accordance with the terms of such Permitted Swap Agreement, but excluding, for the avoidance of doubt, any Swap Termination Payments due and payable under such Permitted Swap Agreement.

“Organizational Documents” means, for any Repauno Group Member, the organizational documents governing its creation, existence and actions, as in effect on the date in question.

“Other Proceeds Sub-Account” means the Other Proceeds Sub-Account established within the Construction Account created and designated as such by Section 5.01 of the Collateral Agency Agreement.

“Outstanding” with respect to any Bonds has the meaning assigned thereto in the applicable Bond Indenture.

“Owner” of one or more Bonds means the registered owner of such Bonds as shown in the registration records of the applicable Bond Trustee.

“Payment Date” means an Interest Payment Date or a Principal Payment Date.

“Payment in Full” or “Paid in Full” means the payment in full in cash and performance in full of all Secured Obligations (other than contingent indemnification obligations for which no claim shall have been asserted) and termination or expiration of all Commitments, and termination of all letters of credit issued pursuant to any Financing Obligation Document (or other arrangements reasonably satisfactory to the applicable Secured Debt Representative and issuing bank with respect to such letters of credit have been made).

“Permitted Activities”: the acquisition, ownership, holding, marketing, operation, management, maintenance, repair, replacement, renovation, restoration, improvement, design, development, construction, financing and/or the refinancing of facilities for the transport, storage and transloading of products, including without limitation hydrocarbons liquids, energy transition products, and/or other cargoes, products and commodities, and activities related, supplemental or incidental to any of the foregoing.

“Permitted Additional Senior Indebtedness” means:

(a) Indebtedness pursuant to a credit facility not to exceed $25,000,000 at any time outstanding.

(b) initial Indebtedness under the Taxable Term Loan.

(c) Other Indebtedness; provided that (x) the aggregate principal amount of all such Indebtedness outstanding at any time pursuant to this clause (c) shall not exceed $50,000,000 and (y) the proceeds of such Indebtedness shall be used (i) to finance, pay or reimburse the costs of the Projects (including but not limited to O&M Expenditures and Project Costs) or (ii) to finance interest expense under the Taxable Term Loan. including any interest which is added to the principal of the relevant Indebtedness (including in a refinancing thereof);

(d) Purchase Money Debt in a cumulative aggregate principal amount not to exceed $20,000,000 at any time outstanding.

(e) Indebtedness refinancing any Permitted Additional Senior Indebtedness (“Refinancing Senior Indebtedness”); provided that (x)(i) no Refinancing Senior Indebtedness matures prior to, or has a shorter weighted average life than, or has mandatory redemption features that could result in redemptions of such Refinancing Senior Indebtedness prior to, the maturity date of the applicable Senior Indebtedness that is being refinanced and (ii) the debt service payable on such Refinancing Senior Indebtedness does not exceed the debt service payable on the Senior Indebtedness being refinanced or (y) the incurrence of such Refinancing Senior Indebtedness satisfies the Cash Flow Test (as defined below) and Senior Leverage Test (as defined below). It is understood and agreed that for purposes of the foregoing, any amounts of such Refinancing Senior Indebtedness incurred pursuant to clause (c)(ii) above shall not be required to be included in any relevant tests set forth above, as reasonably determined by DRP in good faith.

(f) Any other Indebtedness; provided that calculated on a pro forma basis to give effect to all scheduled principal and interest payments in respect of Indebtedness proposed to be incurred in reliance on this clause (f), (i) Cash Flow Available for Debt Service of the Repauno Entities is greater than or equal to (x) 150% of the total Senior Principal and Interest Requirements for the 12-month period ending on the last day of the most recent full calendar month prior to the incurrence of such Indebtedness and (y) 150% of the Senior Principal and Interest Requirements projected in any full fiscal year (including debt service related to the proposed Indebtedness to be refinanced under this clause (f), but excluding the principal amount of the proposed Indebtedness to be refinanced under this clause (f)) (the “Cash Flow Test”) and (ii) Senior Indebtedness outstanding shall not exceed an amount equal to (x) 0.60 multiplied by (y) Total Capitalization (the “Senior Leverage Test”).

In each case of clauses (a) through (f) above, that shall be payable, pro rata with any applicable Bonds (with respect to the applicable Issuer Lease Agreement, if any), any Additional Bonds and any other Financing Obligation Document, pursuant to the Collateral Agency Agreement, and may, at the option of the Repauno Entities, be secured by all of the Collateral under the Collateral Agency Agreement, or may be unsecured; provided that if such Permitted Additional Senior Indebtedness is unsecured, it will be junior to the Secured Obligations (as defined herein) upon the exercise of remedies against the Collateral to the extent of the value of the Collateral as provided in Section 9.08 of the Collateral Agency Agreement. For purposes of the Cash Flow Test, (i) with respect to any period, Cash Flow Available for Debt Service shall be calculated on a pro forma basis to give effect to revenues attributable to the Projects pursuant to contracts or agreements in effect as of the date of calculation, as determined by the applicable Repauno Entity in good faith and (ii) any non-amortizing Indebtedness shall be deemed to amortize with level debt service payments over a 30-year period.

“Permitted Amounts” means, without duplication, (a) amounts payable for uncompleted Punchlist Items, (b) Retainage Amounts and (c) Disputed Amounts.

“Permitted Business Activities” means the undertaking of the Projects (including all Permitted Activities) and any business that is ancillary and related thereto.

“Permitted Easements” means all rights-of-way, easements, rights of use, rights of access, or similar rights granted by any Repauno Entity over all or any portion of any Project, or any land, which, in the aggregate, do not materially (i) diminish the value of any Project encumbered thereby or (ii) interfere with the ordinary conduct of the business of the applicable Repauno Entity with respect to any Project encumbered thereby, in each instance under clauses (i) or (ii), as conclusively established by a resolution of such Repauno Entity. For the avoidance of doubt, any of the foregoing which would create or result in a Material Adverse Effect is strictly prohibited.

“Permitted Indebtedness” means, without duplication:

(a) Any Indebtedness incurred under the Financing Documents applicable to the DRP 4 Series 2025 Bonds;

(b) Additional Bonds and Permitted Additional Senior Indebtedness (including, without limitation, initial Indebtedness incurred under the Financing Documents applicable to the Taxable Term Loan), subject to the terms of the Financing Documents;

(c) Indebtedness and any interest accruing thereon existing as of the Closing Date for the DRP 4 Series 2025 Bonds that is identified in Attachment A to this Agreement, and all Indebtedness incurred to refund, refinance, extend, renew or replace any Indebtedness incurred pursuant to this clause (c) so long as the principal amount of such Indebtedness is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, the committed amount of such Permitted Indebtedness on the initial Closing Date, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refunding, refinancing, extension, renewal or replacement;

(d) Indebtedness (including Capitalized Lease Obligations) incurred to finance or refinance the purchase, lease, development, ownership, construction, maintenance or improvement of real or personal property or equipment that is used or useful in any Project or any other Permitted Business Activities and all Indebtedness incurred to refund, extend, renew, refinance or replace such Indebtedness; provided, however, that, (i) the aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (d), and including all Indebtedness incurred to refund, extend, renew, refinance or replace any other Indebtedness incurred pursuant to this clause (d) does not exceed $20,000,000, and (ii) such Indebtedness (other than Indebtedness incurred to refund, extend, renew, refinance or replace any other Indebtedness incurred pursuant to this clause (d)) is incurred within 365 days after the completion of such purchase, lease, development, construction, maintenance or improvement. Such Indebtedness is payable on the same basis as the Additional Senior Unsecured Indebtedness under Section 5.02(b) of the Collateral Agency Agreement, and such Indebtedness shall not be secured by the Collateral;

(e) (i) Indebtedness incurred constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business, including without limitation letters of credit in respect of (x) workers’ compensation claims, health, disability or other benefits (including contractual and statutory benefits) to employees or former employees or their families or property, casualty, credit or liability insurance or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, (y) any obligations described in clauses (f) or (g) of this definition, (ii) other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, and (iii) Indebtedness incurred to refund, extend, renew, refinance or replace any other Indebtedness incurred pursuant to this clause (e); provided, however, that (1) upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence and (2) the aggregate principal amount which, when aggregated with the then outstanding principal amount of all other Indebtedness incurred pursuant to this clause (e) and including al Indebtedness incurred to refund, extend, renew, refinance or replace any other Indebtedness incurred pursuant to this clause (e), does not exceed $25,000,000;

(f) Permitted Swap Agreements for the purpose of limiting: (i) interest rate risk; (ii) exchange rate risk with respect to any currency exchange; (iii) commodity risk; or (iv) any combination of the foregoing;

(g) Obligations in respect of performance, bid, appeal and surety bonds, bids, trade contracts, leases (other than Capitalized Lease Obligations), statutory obligations, government contracts and or indemnification obligations (or guarantees thereof) incurred in the ordinary course of business or consistent with past practice or industry practice;

(h) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business, and Indebtedness incurred to refund, extend, renew, refinance or replace such Indebtedness;

(i) Indebtedness consisting of take-or-pay obligations contained in supply or transportation arrangements with third parties in connection with the terminal services business, and Indebtedness incurred to refund, extend, renew, refinance or replace such Indebtedness; provided, however, that the aggregate principal amount which, when aggregated with the then outstanding principal amount of all other Indebtedness incurred pursuant to this clause (i) and including all Indebtedness incurred to refund, extend, renew, refinance or replace any other Indebtedness incurred pursuant to this clause (i), does not exceed $10,000,000;

(j) Permitted Subordinated Debt;

(k) Endorsement of items for deposit or collection of commercial paper received in the ordinary course of business;

(l) Intercompany advances from time to time between any Repauno Entities;

(m) Indebtedness in respect of netting services, overdraft protection and similar arrangements, in each case, in connection with cash management and deposit accounts;

(n) Indebtedness representing deferred compensation to directors, officers, employees of any Repauno Entity incurred in the ordinary course of business;

(o) Guarantees by any Repauno Entity of (i) any Indebtedness of any other Repauno Entity permitted hereunder or (ii) leases (other than Capitalized Leases) entered into in the ordinary course of business;

(p) Obligations in respect of the Subleases; and

(q) Obligations in respect of the Ground Leases.

“Permitted Investments” means any of the following obligations or securities: (a)(i) direct obligations of, or obligations the payment of principal of and interest on which are unconditionally guaranteed as to full and timely payment by, the United States of America, the Federal National Mortgage Association, Government National Mortgage Association, or Federal Home Loan Mortgage Corporation and (ii) prefunded obligations rated AAA by Moody’s or Aaa by S&P of any state of the United States, any political subdivision thereof or any agency or instrumentality thereof, if such obligations are secured by direct obligations of, or obligations the principal and interest on which are fully or unconditionally guaranteed by, the United States, and the principal of and interest on which will be sufficient to pay as due the principal of and interest on such obligations (collectively referred to herein as “Government Obligations”); (b) interest bearing deposit accounts (which may be represented by certificates of deposit) in national, state or foreign commercial banks whose outstanding long term debt is rated at least A by S&P and at least A by Moody’s; (c) bankers’ acceptances drawn on and accepted by any domestic or foreign commercial banks whose outstanding long term debt is rated at least A by S&P and at least A by Moody’s; (d)(i) direct obligations of, (ii) obligations the principal of and interest on which are unconditionally guaranteed by, and (iii) any other obligations the interest on which is excluded from gross income for federal income tax purposes issued by, any state of the United States, the District of Columbia or the Commonwealth of Puerto Rico, or any political subdivision, agency, authority or other instrumentality of any of the foregoing, which are rated at least A or the equivalent by S&P and Moody’s; (e) commercial paper issued by any corporation which is rated at least A-2 or the equivalent by S&P or at least P-2 or the equivalent by Moody’s; (f) instruments issued by investment companies having a portfolio consisting of 95% or more of the securities described in (a) through (e) above; (g) repurchase agreements with banking institutions and securities dealers recognized as primary dealers by the Federal Reserve Bank of New York whose outstanding long term and short term debt is rated at least A or the equivalent by S&P or Moody’s; (h) money market funds (including, without limitation, those for which the Bond Trustee or any Affiliate thereof receives compensation with respect to such investment), the assets of which are obligations of or guaranteed by the United States of America or which funds are rated in one of the two highest rating categories of money market funds at the time of purchase; and (i) corporate bonds which are rated at least A or the equivalent by S&P and Moody’s and mature within 2 years from the date of acquisition; provided, that each of the investments described in clauses (g) and (i) above shall contain a provision for the immediate unwinding of such investment if the long term or short term debt rating of the bank, primary dealer or other financial institution, as the case may be, providing such investment falls below A or the equivalent by S&P or Moody’s or such entity defaults on the payment of any of its obligations to the applicable Repauno Entity, unless such investment is immediately collateralized with Governmental Obligations in an amount equal to 102% of the face amount of such investments.

“Permitted Sales and Dispositions” means:

(a) Sales or other dispositions of equipment, property or other assets, or any of its Affiliates, provided that the sale or disposition is for fair market value and at least 75% of the consideration therefor is paid in cash or, in the case of a joint venture or similar transaction, is consummated in connection with entering into a commercial contract with a creditworthy counterparty of such Repauno Entity and under which such Repauno Entity is expected to receive aggregate economic benefit reasonably equivalent to fair market value consideration for the applicable sale or disposition;

(b) Sales or other dispositions of any obsolete, damaged, defective or worn out equipment or tangible personal property in the ordinary course of business; any inventory or goods held for sale in the ordinary course of business; or any abandoned property;

(c) Sales or other dispositions of personal property not required for the construction or operation of a Project, or of any real property solely if and to the extent that (i) such real property is not required, nor reasonably anticipated to be required, for the construction or operation of a Project; (ii) such real property (A) is not developable or (B) is not sold or otherwise transferred for development as part of the Repauno Port & Rail Terminal; (iii) the sale or disposition of such real property does not materially adversely affect, or interfere with, the operations or business of the Repauno Entities; and (iv) the proceeds of any such sale or disposition shall be deemed part of the Collateral hereunder;

(d) Sales or other dispositions of cash or Permitted Investments;

(e) Sales or other dispositions that would constitute Permitted Indebtedness;

(f) The sale or discount of delinquent notes or accounts receivable arising in the ordinary course of business in connection with the compromise, settlement or collection thereof or in bankruptcy or similar proceeding;

(g) The surrender, waiver, amendment or modification of contract rights or the settlement, release or surrender of a contract, tort or other claim of any kind, in each case, in the ordinary course of business;

(h) The granting of any Permitted Easement or Permitted Security Interest;

(i) The transfer of any deed in lieu of condemnation by a governmental entity;

(j) Any distribution from the Distribution Account permitted pursuant to the Collateral Agency Agreement;

(k) Sales, transfers, leases or other dispositions of property of any Repauno Entity to any other Repauno Entity;

(l) Leases of real property and fixtures to customers and right-of-way leases, in each case, entered into in the ordinary course of business;

(m) Any other sale, transfer or other disposition of any property that together with all other property of the Repauno Entities previously leased, sold, transferred or disposed of pursuant to this clause (m) during any Fiscal Year, does not exceed $100,000 in the aggregate;

(n) Issuer Lease Agreements, or conveyances to Issuers coupled with leases back to Repauno Entities, pursuant to which leases the applicable Repauno Entity is obligated to make payments to the Issuer by reference to amounts of interest and principal on the applicable Bonds.

(o) Licenses, sublicenses, leases, subleases or easements granted in respect of any land and not interfering in any material respect with the business of the Repauno Entities, taken as a whole;

(p) Dispositions and trading of any bulk cargo or commodities or any securities or other financial instruments based on, involving or settled by reference to bulk cargo or commodities in the ordinary course of business, consistent with industry practice;

(q) Foreclosures on assets or dispositions of assets required by Law, governmental regulation or any order of any court, administrative agency or regulatory body, and transfers resulting from or in connection with a Casualty Event or Expropriation Event; and

(r) The lapse, expiry or abandonment of intellectual property rights, permits, licenses and other rights and interests that in the good faith determination of the applicable Repauno Entity are not material to the conduct of the business of such Repauno Entity, or that the Repauno Entities are not, by the exercise of commercially reasonable efforts, able to maintain, renew, extend or otherwise continue, as applicable.

“Permitted Security Interest” means:

(a) Any Security Interest arising by operation of law or in the ordinary course of business in connection with or to secure the performance of bids, tenders, contracts, leases, subleases, licenses or sublicenses of real property, personal property or intellectual property, statutory obligations, surety bonds or appeal bonds, or in connection with workers’ compensation laws, unemployment insurance laws, old age benefits, social security obligations, statutory obligations or similar legislation, good faith cash deposits in connection with tenders, contracts or leases to which any Repauno Entity is a party (or other cash deposits required to be made in the ordinary course of business), or securing letters of credit supporting such obligations;

(b) Any mechanic’s, materialmen’s, workmen’s, repairmen’s, employees’, warehousemens’, landlords’, carriers’ or any like lien or right of set-off arising in the ordinary course of business or under applicable Law, securing obligations incurred in connection with a Project or otherwise which are not overdue by more than sixty (60) days or are adequately bonded, are being contested in good faith, or, in accordance with clause (y) of “Disputed Amounts”, that are the subject of settlement discussions or in respect of which the Repauno Entity reasonably anticipates in good faith that applicable proceedings or settlement discussions will be initiated; provided that the applicable Repauno Entity shall, to the extent required by GAAP, set aside adequate reserves with respect thereto;

(c) Any Security Interest for taxes, assessments or governmental charges not yet overdue for a period of more than forty-five (45) days or being contested in good faith in accordance with the relevant procedures of the applicable governmental entity (provided that the applicable Repauno Entity shall, to the extent required by GAAP, set aside adequate reserves with respect thereto);

(d) Any Security Interest securing judgments for the payment of money not constituting an “Event of Default” under the Issuer Lease Agreement hereof so long as such liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(e) Any Security Interest created pursuant to or contemplated by the Financing Documents or to secure the Bond Obligations, the Taxable Term Loan Obligations or Permitted Additional Senior Indebtedness secured by Collateral (on a pari passu basis with all other Bond Obligations and all other Permitted Additional Senior Indebtedness secured by Collateral and subject to the terms of the Collateral Agency Agreement);

(f) Any Security Interest, not securing debt for borrowed money, that is granted over assets with an aggregate value (at any time while such Security Interest is in place) not exceeding 3% of the sum of the original principal amount of the DRP 4 Series 2025 Bonds and any other Permitted Additional Senior Indebtedness and Additional Bonds then outstanding;

(g) Any Security Interests securing Permitted Indebtedness described in clause (d) of the definition of Permitted Indebtedness; provided that such Security Interest may not extend to any property owned by the Repauno Entities other than the specific property or asset being financed by the Permitted Indebtedness described in clause (d) of the definition of Permitted Indebtedness or proceeds thereof;

(h) (i) Any Security Interest arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights to set-off or similar rights, and (ii) any Security Interests on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of letters of credit or bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(i) Any Security Interest existing on any property or asset prior to the acquisition thereof by a Repauno Entity, including any acquisition by means of a merger or consolidation with or into such Repauno Entity; provided that (i) such Security Interest is not created in contemplation of or in connection with such acquisition and (ii) such Security Interest may not extend to any other property owned by the applicable Repauno Entity (other than extensions, renewals, replacements or proceeds of such property, or assets or property affixed or appurtenant thereto);

(j) Permitted Easements;

(k) Existing Security Interests;

(l) Security Interests securing Permitted Swap Agreements and the costs thereof (including Security Interests on any cash or cash equivalents, commodities or any marketable securities or other financial instruments based on, involving or settled by reference to commodities);

(m) Security Interests arising from precautionary Uniform Commercial Code financing statement filings regarding operating leases entered into by the Repauno Entities in the ordinary course of business;

(n) Security Interests on equipment of the Repauno Entities granted in the ordinary course of business to the Repauno Entities’ client, customer or supplier at which such equipment is located;

(o) Security Interests to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by a Permitted Security Interest under clauses (g), (i) or (k) of this defined term; provided, however, that (1) such new Security Interest shall be limited to all or part of the same property that secured the original Security Interest (plus extensions, renewals, replacements or proceeds of such property, or assets or property affixed or appurtenant thereto), (2) the Indebtedness secured by such Security Interest at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, the committed amount of such Permitted Indebtedness at the time the original Security Interest became a Permitted Security Interest, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement and (3) the new Security Interest has no greater priority and the holders of the Indebtedness secured by such Permitted Security Interest have no greater intercreditor rights relative to the Owners of the Bonds and the owners of Permitted Additional Senior Indebtedness then outstanding, if any, than the original Security Interest and the related Indebtedness;

(p) Security Interests securing reimbursement obligations with respect to letters of credit and other credit facilities that constitute Permitted Indebtedness and that encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(q) As to any portion of the Collateral comprised of real property, any Security Interest that would not have a Material Adverse Effect;

(r) Security Interests that are contractual rights of set-off relating to purchase orders and other agreements entered into with counterparties of the Repauno Entities in the ordinary course of business;

(s) Security Interests arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into by the Repauno Entities in the ordinary course of business;

(t) Non-exclusive licenses of intellectual property granted in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of any Repauno Entity;

(u) Security Interests on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto described in clause (h) of the definition of Permitted Indebtedness;

(v) Security Interests consisting of an agreement to sell, transfer or otherwise dispose of any property permitted hereunder or under any Secured Obligation Document, solely to the extent such disposition would have been permitted on the date of the creation of such Security Interest;

(w) Security Interests encumbering any cash deposits or cash equivalents securing any letters of credit or bank guarantees described in clause (e) of the definition of Permitted Indebtedness;

(x) Security Interests not otherwise described in this definition so long as the lesser of the amount secured by such Security Interests and the fair market value of the property subject to such Security Interests does not exceed $500,000 in the aggregate at any time;

(y) Security Interests encumbering any escrow account established for the payment of environmental remediation obligations with respect to any portion of the Collateral;

(z) Security Interests arising or granted in the ordinary course of business in favor of Persons performing credit card processing, clearinghouse or similar services for the Repauno Entities, so long as such Security Interests are on cash or cash equivalents that are subject to holdbacks by, or are pledged to, such Persons to secure amounts that may be owed to such Persons under the applicable Repauno Entity’s agreements with them in connection with their provision of credit card processing, clearinghouse or similar services to such Repauno Entity;

(aa) Any Security Interest created to secure Permitted Subordinated Debt secured by Collateral (on a subordinate basis to the Security Interest on the Collateral securing all Bond Obligations, the Taxable Term Loan Obligations and all other Permitted Additional Senior Indebtedness); and

(bb) Any Security Interest granted to a Governmental Authority in connection with grant funding awarded to any Repauno Entity.

“Permitted Senior Commodity Swap” means any Swap Obligation under a Permitted Swap Agreement related to hedging of fluctuations of prices for oil and fuel permitted to be paid pari passu with Senior Indebtedness in the Flow of Funds in accordance with the Financing Obligation Documents.

“Permitted Subordinated Debt” means Indebtedness subordinate to all Bond Obligations, the Taxable Term Loan Obligations and all other Permitted Additional Senior Indebtedness and payable only in accordance with levels Eleventh, Twelfth and Fourteenth of the Flow of Funds set forth in the Collateral Agency Agreement; provided that notwithstanding the existence of any event of default (including payment defaults) on any Permitted Subordinated Debt, so long as any Bonds or any Additional Bonds are outstanding, the holders of the Permitted Subordinated Debt (or a trustee for the benefit of such holders) shall not have the right (i) to foreclose on the Collateral; (ii) to accelerate or terminate the Permitted Subordinated Debt; (iii) to commence any suit, action or proceeding to enforce or collect payment of amounts due and payable under the Permitted Subordinated Debt, or (iv) to commence a bankruptcy, reorganization or liquidation against any Repauno Group Member.

“Permitted Swap Agreement” means any Swap Agreement, foreign currency trading transaction or other similar transaction or agreement entered into by the applicable Repauno Entity in the ordinary course of its business in connection with interest rate, foreign exchange or inflation risks to its business, or commodity risks for fuel and oil prices, and not for speculative purposes.

“Permitted Swap Counterparty” means any bank, trust company or financial institution which has (or whose parent company has) outstanding unguaranteed and unsecured long-term Indebtedness that is rated or which itself is rated “A-” or better by S&P or “A3” or better by Moody’s or the equivalent by another Nationally Recognized Rating Agency, or any other counterparty permitted under the applicable Secured Obligation Documents or otherwise approved by the Collateral Agent (acting at the direction of the Required Secured Creditors).

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity, municipality, county, or any other person having separate legal personality.

“Plans and Specifications” means, in respect of a Project, the then current drawings, plans and specifications for prepared by or on behalf of the applicable Repauno Entity and made available to the applicable Technical Advisor as agreed upon by such Repauno Entity and the Technical Advisor, if such agreement by the Technical Advisor is required by the Financing Documents applicable to such Project.

“Pledge Agreement” means that certain Pledge Agreement, dated as of the date of this Agreement, by and among the Pledgors and the Collateral Agent.

“Pledged Collateral” has the meaning assigned to it in the Pledge Agreement.

“Pledgors” has the meaning assigned to it in the preamble hereto.

“Potential Secured Obligation Event of Default” means an event, which with the giving of notice or lapse of time would become an “Event of Default” under any Financing Obligation Document.

“Principal Account” means the “Principal Account” created by and designated as such by the applicable Bond Indenture.

“Principal Payment Date” means, with respect to any Financing Obligations, the dates on which Principal Payments are due under the applicable Financing Obligation Documents (as applicable).

“Principal Payments” means, with respect to a payment date, the principal (including the principal component of the redemption price due in connection with any mandatory redemption payment on any Financing Obligation) due or to become due prior to the next succeeding Principal Payment Date.

“Project” means:

(a) in respect of DRP 1, a project, completed prior to the date of this Agreement, to construct, develop, redevelop, repurpose, manage and operate a pre-existing subterranean hard rock cavern for the storage of liquefied petroleum gases, with a capacity of approximately 7.8 million gallons, including the construction of ancillary equipment and facilities related to the use of such cavern, together with related amenities, fixtures, improvements and personal property;

(b) in respect of DRP 2, a project, completed prior to the date of this Agreement, to demolish certain pre-existing wharf improvements and to construct, develop, redevelop, manage and operate a marginal wharf approximately 730’ in length, together with related amenities, fixtures, other improvements, and personal property;

(c) in respect of DRP 3, a project, completed prior to the date of this Agreement, to construct, develop, redevelop, manage and operate facilities to enable transloading of liquefied petroleum gases between railcars and ships, along with associated fill and grading, and with improvements including rail spurs and storage tracks, a double-sided rail rack for the transloading of liquified petroleum gases, aboveground piping and their associated support racks, and an operations/control building, together with related amenities, fixtures, other improvements and personal property;

(d) in respect of DRP 4, the “Project” as defined in the Issuer Lease Agreement entered into by DRP 4 on the date hereof;

(e) in respect of DRP 5, a proposed project to develop, install, manage and operate up to six “bullet” storage tanks, having approximately 90,000 gallons of storage each, and associated piping and terminal infrastructure for the storage and conveyance of certain liquefied petroleum gases;

(f) in respect of DRP, each project, whether completed prior to the date of this Agreement or hereafter, to construct, develop, redevelop, manage and operate any facilities at the Repauno Port & Rail Terminal if such project is not a “Project” of another Repauno Entity; and

(g) in respect of any other Repauno Entity, the “Project” as defined in the applicable Issuer Lease Agreement or other Financing Obligation Document (or such other term as may be used for the equivalent purpose in place thereof).

“Project Accounts” means the following accounts (and sub-accounts of such accounts) of the Repauno Entities, established pursuant to the Collateral Agency Agreement: (a) the Revenue Account, including the Bonds Interest Sub-Account, the Bonds Principal Sub-Account, the Taxable Debt Principal Sub-Account, the Taxable Debt Interest Sub-Account and any other sub-accounts created thereunder; (b) the Loss Proceeds Account; (c) the Construction Account, including the Debt Proceeds Sub-Account and each sub-account thereof, the Equity Contribution Sub-Account, the Other Proceeds Sub-Account and any other sub-accounts created thereunder; (d) the Mandatory Prepayment Account and any sub-accounts created thereunder; (e) the Repair and Replacement Reserve Account, including the Non-Completed Work Sub-Account; (f) the Ramp-Up and Project Operating Reserve Account; (g) the Equity Lock-Up Account; (h) the Capital Projects Account; (i) any Operating Account; (j) the Equity Funded Account; (k) any Collection Account; (l) the Debt Service Reserve Account; and (m) all other Funds or Accounts created hereunder and designated a Project Account. For the avoidance of doubt, the Distribution Account is not a “Project Account”.

“Project Costs” means, in respect of any Project, all costs and expenses incurred in connection with the design, permitting, construction, commissioning and financing of such Project, including amounts payable under all construction, engineering, technical and other contracts entered into by any Repauno Entity in connection with such Project and, all O&M Expenditures attributable to such Project to the extent incurred prior to the applicable Final Substantial Completion Date, Costs of Issuance, financing costs, fees, interest during construction, initial working capital costs, funding of reserves, development fees, payable by any Repauno Entity in connection with such Project. For the avoidance of doubt, “Project Costs” shall also include reimbursement for the prior payment of any of the foregoing costs and expenses and “Project Costs” shall not include any O&M Expenditures incurred on or after the Final Substantial Completion Date applicable to such Project.

“Project Operating Reserve Requirement” means, with respect to the Ramp-Up and Project Operating Reserve Account, the aggregate amount of the greater of (a) the next three (3) months of O&M Expenditures budgeted by the each Repauno Entity, calculated on any Transfer Date and (b) the amount required to be deposited into the Ramp-Up and Project Operating Reserve Account by any Bond Indenture or any Additional Senior Indebtedness Document and which is not in contravention of the terms of any Financing Obligation Documents in effect at such time.

“Project Revenues” means for any period (without duplication), all revenues received in cash by or on behalf of any Repauno Entity during such period, including but not limited to third party revenues, interest on any Project Accounts (or other accounts created under the Transaction Documents), proceeds from any business interruption insurance, revenue derived from any third-party concession, lease or contract, any other receipts otherwise arising or derived from or paid or payable in respect of the Projects and all other revenues received by any Repauno Entity during such period, together with future revenues projected in good faith by any Repauno Entity to be received by such Repauno Entity during such period under then-existing contracts, provided that such revenues shall exclude any net insurance proceeds received by such Repauno Entity and required to be deposited to the Loss Proceeds Account except to the extent such proceeds are later transferred from the Loss Proceeds Account to the Revenue Account in accordance with the Secured Obligation Documents; provided, further, that, with respect to DRP, on each Transfer Date, each Repauno Entity (other than DRP) shall be permitted to make distributions to its direct parent (without any requirement to satisfy the Restricted Payment Conditions) in the aggregate amount necessary to allow such parent to make transfers or distributions applicable to such parent in clauses First through Tenth of Section 5.02(b) on such Transfer Date, and such distributions made to such parent pursuant to this proviso shall, without duplication of “Project Revenues” of any other Repauno Entity, constitute “Project Revenues” of such parent.

“Punchlist Items” means, in respect of any Project, minor or insubstantial details of construction or mechanical adjustment, the non-completion of which, when all such items are taken together, will not interfere in any material respect with the use or occupancy of the applicable Project for its intended purposes or the ability of the owner or lessee, as applicable, to perform work that is necessary to prepare for such use or occupancy, which remains incomplete at the Final Substantial Completion Date for such Project.

“Purchase Money Debt” means any Indebtedness (including Capitalized Lease Obligations) of the type described in clause (d) of the definition of Permitted Indebtedness.

“Qualified Costs” means Project Costs that are capitalizable costs, for federal income tax purposes, of (a) dock and wharf facilities, within the meaning of Section 142(a)(2) of the Code, and (b) facilities that are functionally related and subordinate thereto.

“Qualified Reserve Account Credit Instrument” means (a) an Acceptable Letter of Credit or (b) a surety bond or non-cancelable insurance policy (i) issued by an Acceptable Surety, (ii) the reimbursement obligations with respect to which shall not be recourse to any Repauno Entity, (iii) the term of which is at least one year from the date of issue (except where such instrument is issued to satisfy a requirement under the Financing Obligation Documents that expires less than one year after issuance, then the term shall be for such shorter period) and (iv) allows drawing (A) during the 30 day period prior to expiry (unless replaced or extended), (B) upon downgrade of the issuer such that it is no longer an Acceptable Surety and, (C) if such instrument is used to fund any reserve account established under the Collateral Agency Agreement, when funds would otherwise be drawn from such reserve account, in each case, unless otherwise agreed by the applicable Secured Debt Representative for the applicable sub-account of the Debt Service Reserve Account..

“Reaffirmation Agreement” means a reaffirmation agreement substantially in the form attached as Exhibit G to this Agreement.

“Ramp-Up and Project Operating Reserve Account” means the Ramp-Up and Project Operating Reserve Account created and described as such by Section 5.01 of the Collateral Agency Agreement.

“Rebate Funds” means the “Rebate Fund” established under the applicable Bond Indenture and any similar rebate fund established with respect to any future tax-exempt borrowings comprising Additional Bonds. The DRP 4 Series 2025 Bonds Rebate Fund is a Rebate Fund.

“Release” means any new or historical spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, migrating, abandoning or discarding.

“Repair and Replacement Reserve Account” means the Repair and Replacement Reserve Account created and described as such by Section 5.01 of the Collateral Agency Agreement.

“Repair and Replacement Reserve Required Balance” means, with respect to the Repair and Replacement Reserve Account, at any time, the aggregate amount equal to the Major Maintenance Costs for the Repauno Entities estimated to be due for the four Fiscal Quarters starting at and including the Fiscal Quarter considered for the calculation.

“Repauno Port & Rail Terminal” means that certain port and rail terminal located on a site within an approximately 1,630-acre property in Gibbstown, New Jersey, located in the Township of Greenwich County of Gloucester, New Jersey.

“Required Secured Creditors” means, at any time, Secured Creditors representing more than 50% of the Combined Exposure, as determined by the Collateral Agent pursuant to Section 8.03 of this Agreement; provided that in no event shall the Required Secured Creditors include any Non-Voting Creditor; provided further that (A) in the event that a Secured Obligation Event of Default under Sections 6.1(a) (other than with respect to the Secured Obligation Event of Default mentioned in clause (B) below), 6.1(c) (solely with respect to a default in the observance or performance of any agreement contained in Sections 5.20 (only with respect to the sale of all or substantially all of a Project not otherwise permitted by the Taxable Term Loan), 5.21 and 5.22 of the Taxable Term Loan, and Sections 10.10 and 10.18 of the Collateral Agency Agreement), 6.1(f), 6.1(i) and 6.1(j)) of the Taxable Term Loan occurs and is continuing and the Required Secured Creditors have not provided a Direction Notice to the Collateral Agent within 120 days of the Taxable Term Loan Administrative Agent providing a Notice of Default pursuant to Section 9.02, the Taxable Term Loan Administrative Agent (i) shall be permitted to provide a Direction Notice to the Collateral Agent in respect of such Secured Obligation Event of Default and (ii) shall be deemed to constitute the Required Secured Creditors in respect of such Direction Notice for purposes of Section 9.03, and (B) solely with respect to, and immediately upon the occurrence of, a Secured Obligation Event of Default pursuant to Section 6.1(a) of the Taxable Term Loan (solely to the extent arising out of a failure to pay amounts due and payable under Section 2.11(c)(i) of the Taxable Term Loan), the Taxable Term Loan Administrative Agent (i) shall be permitted to provide a Direction Notice to the Collateral Agent in respect of such Secured Obligation Event of Default and (ii) shall be deemed to constitute the Required Secured Creditors in respect of such Direction Notice for purposes of Section 9.03. Notwithstanding the foregoing, the second proviso of this definition shall not apply from and after any refinancing of the Taxable Term Loan.

“Reserved Amount” means, as of any date of determination, the aggregate of (a) 120% of the amounts payable for uncompleted Punchlist Items and (b) 120% of the aggregate of all Disputed Amounts.

“Responsible Officer” means (i) with respect to any Repauno Group Member, any manager, the chief executive officer, the chief financial officer or any other authorized designee of such Person, and when used with reference to any act or document of such Repauno Group Member, also means any other person authorized to perform the act or execute the document on behalf of such Repauno Group Member, (ii) with respect to any Issuer, means the Issuer Representative for such Issuer and (iii) with respect to any Bond Trustee, the Taxable Term Loan Administrative Agent, the Collateral Agent, the Account Bank or any other Person, any officer with primary responsibility to perform the act or execute the document on behalf of such Person.

“Restoration”, “Restore” or “Restoring” means repairing, rebuilding or otherwise restoring any applicable Project.

“Restricted Payment Conditions” means with respect to a particular Distribution Date:

(i) all transfers and distributions required to be made pursuant to clauses First through Tenth (in the case of payment of any interest on any Permitted Subordinated Debt), First through Eleventh (in the case of payment of any scheduled principal on any Permitted Subordinated Debt), or First through Thirteenth (in the case of transfer of funds to the Distribution Account) of the Flow of Funds on or prior to the Distribution Date shall have been satisfied in full;

(ii) each required reserve account under the Collateral Agency Agreement, to the extent required by the Secured Obligation Documents, shall have been fully funded in cash or, to the extent permitted by the Secured Obligation Documents, with a Qualified Reserve Account Credit Instrument;

(iii) the Total DSCR on the Distribution Date shall be at least equal to the Lock-Up Total DSCR, and the Total DSCR for the 12-month period following the Distribution Date, taking into account the transfer requested pursuant to the Distribution Release Certificate, is projected by the Repauno Entities to be at least equal to the Lock-Up Total DSCR (as set forth in the Distribution Release Certificate);

(iv) no Potential Secured Obligation Event of Default or Secured Obligation Event of Default shall have occurred and be continuing or would exist as a result of the making of any transfer pursuant to the Distribution Release Certificate; and

(v) any other set of conditions limiting the distribution of funds for distributions and other purposes of any Repauno Entity, pursuant to any Secured Obligation Documents;

“Retainage Amounts” means, at any time, amounts that have accrued and are owing under the terms of a contract for work, materials or services already provided but which at such time (in accordance with the terms of the contract) are being withheld from payment to the Contractor thereunder until certain subsequent events (e.g., completion benchmarks) have been achieved.

“Revenue Account” means the Revenue Account created and designated as such by Section 5.01 of the Collateral Agency Agreement.

“Revolver Availability” means, as of the applicable date, the amount of any unused committed availability under any Revolving Facility.

“Revolving Facility” means any revolving credit facility dated after the date of this Agreement, entered into between, amongst others (if applicable), any Repauno Entity and the lender or lenders thereunder.

“S&P” means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, and any successor to its rating agency business.

“Secured Creditors” means each of (i) the Owners of the Bonds, (ii) any Additional Senior Secured Indebtedness Holders (including the lending institutions of the Taxable Term Loan), and (iii) each Person party to a Permitted Swap Agreement with any Repauno Entity related to Additional Senior Secured Indebtedness or for a Permitted Senior Commodity Swap, including by way of assignment, if at the time the applicable Repauno Entity enters into such Permitted Swap Agreement, in each case that is or becomes (or whose Secured Debt Representative is or becomes) a party to the Collateral Agency Agreement by executing and delivering an Accession Agreement and Reaffirmation Agreement (or becomes party to this Agreement by operation of law).

“Secured Debt Representative” means:

(a) in the case of any Bonds, on behalf of the Owners of such Bonds and the applicable Issuer, the applicable Bond Trustee, including any permitted successor, assign or replacement;

(b) in the case of the Taxable Term Loan, the Taxable Term Loan Administrative Agent;

(c) in the case of any other Secured Obligation Document, the administrative agent, trustee or other representative acting for the Secured Parties thereunder, or if there is no such agent, trustee or other representative, then each Secured Party thereunder; and

(d) in the case of each Permitted Swap Agreement, the applicable Secured Swap Debt Representative as the representative of the Swap Bank.

Each reference herein to the Secured Debt Representatives (on behalf of the Secured Parties) shall mean a reference to each Secured Debt Representative on behalf of solely the Secured Parties represented by it and is a reference to such Secured Debt Representative only in its respective capacity as such and not its individual capacity.

“Secured Obligation Documents” means, collectively and without duplication, (a) the Financing Documents, (b) Additional Senior Secured Indebtedness Documents, (c) any other credit agreement, note purchase agreement, indenture, reimbursement agreement or other agreement or instrument creating or evidencing Secured Obligations (other than a Permitted Swap Agreement), (d) each Permitted Swap Agreement with a Swap Bank provided such Swap Bank (or its Secured Debt Representative) is a party hereto or has validly executed and delivered an Accession Agreement and Reaffirmation Agreement and (e) the Security Documents, in each case in effect at the relevant time of determination; provided, that in each of clauses (b) and (c), the relevant Secured Creditors (or their respective Secured Debt Representatives) are party to the Collateral Agency Agreement or become (or the Secured Debt Representative becomes) a party to the Collateral Agency Agreement by delivering an Accession Agreement and Reaffirmation Agreement.

“Secured Obligation Event of Default” means an “Event of Default” as set forth or defined in any Financing Obligation Document.

“Secured Obligations” means, collectively, without duplication: (a) the Bonds, (b) all of each Repauno Entity’s Indebtedness, financial liabilities and obligations, of whatsoever nature and however evidenced (including, but not limited to, principal, interest, make-whole amount, premium, fees, reimbursement obligations, Ordinary Course Settlement Payments, Swap Termination Payments, indemnities and legal and other expenses, whether due after acceleration or otherwise) to the Secured Parties in their capacity as such under the Secured Obligation Documents, including the “Obligations” as defined in the Taxable Term Loan; (c) any and all sums advanced by the Agents in order to preserve the Collateral or preserve the security interest in the Collateral in accordance with the Security Documents; and (d) in the event of any proceeding for the collection or enforcement of the obligations described in clauses (a), (b) or (c) above, after a Secured Obligation Event of Default has occurred and is continuing and unwaived, the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights under the Security Documents; provided that the Secured Obligations shall not include any Excluded Swap Obligations.

“Secured Parties” means (a) the Agents, (b) the Secured Creditors and (c) the Issuers.

“Secured Swap Debt Representative” means with respect to any Permitted Swap Agreement, the Swap Bank specified to be the Secured Debt Representative with respect thereto pursuant to Section 7.06 of the Collateral Agency Agreement, provided that such Swap Bank shall have executed an Accession Agreement and Reaffirmation Agreement in accordance with Section 7.06 of the Collateral Agency Agreement.

“Secured Swap Transaction” means any interest rate or oil or fuel commodities hedging transaction governed by a Permitted Swap Agreement.

“Securities Accounts” has the meaning given such term in Section 5.01(a) of the Collateral Agency Agreement.

“Security Agreement” means that certain Security Agreement by and among each Repauno Entity and the Collateral Agent dated as of the date of this Agreement.

“Security Documents” means the Security Agreement, the Pledge Agreement, the Collateral Agency Agreement, the Direct Agreements, each Mortgage, the Account Control Agreement, all UCC financing statements required by any Security Document and any other security agreement, account control agreement or instrument or other document to be executed or filed pursuant hereto or to any other Secured Obligation Document or any other Security Document or otherwise to create or perfect in favor of the Collateral Agent, on behalf of the Secured Parties, a Security Interest in Collateral.

“Security Interest” means: (a) a mortgage, pledge, lien, charge, assignment, hypothecation, security interest, title retention arrangement, preferential right, trust arrangement or other arrangement having the same or equivalent commercial effect as a grant of security; or (b) any agreement to create or give any arrangement referred to in clause (a) of this definition.

“Senior Indebtedness” means (without duplication) the Bonds, the indebtedness incurred by the applicable Repauno Entity under the Financing Documents applicable to the Taxable Term Loan, and the indebtedness incurred by any Repauno Entity under any Issuer Lease Agreement, any Additional Bonds Loan Agreement (if executed) and the Additional Senior Indebtedness Documents, and the indebtedness incurred by the applicable Repauno Entity under the Financing Documents applicable to the Taxable Term Loan, in each case in effect at the relevant time of determination.

“Senior Principal and Interest Requirements” means the aggregate amount of outstanding principal of Senior Indebtedness and interest thereon that is due and payable by each Repauno Entity.

“Series 2025 Indenture” means that certain Indenture of Trust dated as of May 28, 2025, by and between the Issuer and the Trustee, and any amendment or supplement thereto permitted thereby.

“Series 2025 Lease Agreement” means that certain Lease Agreement, dated as of May 28, 2025, by and between The New Jersey Economic Development Authority and DRP 4.

“Subleases” means, collectively, any sublease of land and associated lease of facilities from any Repauno Entity as the sublessor party to any other Repauno Entity as the subtenant party.

“Substantial Completion Certificate” means, in respect of any Project, a certificate to be delivered to the applicable Repauno Entity and the Collateral Agent by the applicable Technical Advisor in accordance with paragraph (e) of the definition of Substantial Completion Requirements below.

“Substantial Completion Date” means, with respect to any Project, the date on which the applicable Repauno Entity has demonstrated to the applicable Technical Advisor that each of the Substantial Completion Requirements with respect to such Project has been satisfied and the Technical Advisor has issued a Substantial Completion Certificate with respect to such Project.

“Substantial Completion Deadline” means, with respect to any Project, the date that is defined as the “Substantial Completion Deadline” (or similar defined term) in the applicable Secured Obligation Documents . In respect of the “Project” as defined in the Issuer Lease Agreement entered into by DRP 4 on the date hereof, the Substantial Completion Deadline is December 31, 2026.

“Substantial Completion Requirements” means, with respect to any Project, the following:

(a) the applicable Repauno Entity shall have delivered to the applicable Technical Advisor (with a copy to the Collateral Agent):

(i) a certificate of a Responsible Officer of such Repauno Entity, certifying that:

(A) except with respect to the Punchlist Items, such Repauno Entity has completed or caused the completion of all acquisition, equipping and construction of such Project, in accordance with the requirements of the Transaction Documents and Plans and Specifications, such that it is in a condition that can be used for normal and safe operations;

(B) such Project is ready for normal and continuous operations and use;

(C) all material Governmental Approvals with respect to the operation of such Project in all material respects have been issued and are in full force and effect and are not subject to appeal;

(D) all amounts required to be paid to Contractors in connection with completing the design and construction of such Project have been paid, other than Permitted Amounts, so long as the Reserved Amount has been reserved in the Construction Account; and

(E) such Repauno Entity has received lien releases and waivers from each Contractor that has timely filed a notice to owner or other notice sufficient to perfect such Contractor’s right to a lien in compliance with Law, other than with respect to Permitted Amounts and Permitted Security Interests; and

(ii) a confirmation of the Technical Advisor, confirming the factual certification described in clause (i) above.

(b) the applicable Repauno Entity shall have delivered a list of any remaining Punchlist Items (which shall be a reasonable final punchlist in all material respects for a project of the same type, size and scope as the applicable Project) to the Technical Advisor and the Collateral Agent;

(c) the applicable Repauno Entity shall have delivered a statement setting forth its budgeted costs with respect to Punchlist Items to the Technical Advisor and the Collateral Agent;

(d) any port-associated transload facilities are constructed in accordance with applicable Law in all material respects; and

(e) upon satisfaction of (a) through (d) above, the Technical Advisor shall issue the Substantial Completion Certificate.

“Supplemental Indenture” means any indenture supplementing or amending the applicable Bond Indenture that is adopted pursuant to such Bond Indenture.

“Swap Agreement” means any agreement or instrument (including a cap, swap, collar, option, forward purchase agreement or other similar derivative instrument) relating to the hedging of any interest under Indebtedness or hedging of any fluctuation of prices for oil or fuel.

“Swap Bank” means, at any time, any Permitted Swap Counterparty party to a Permitted Swap Agreement.

“Swap Early Termination Date” means the date of early termination of any Permitted Swap Agreement, which date has occurred or is designated in accordance with the terms thereof.

“Swap Obligation” means any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Certificate” means a certificate of any Swap Bank stating that a Swap Early Termination Date has occurred or has been designated under a Permitted Swap Agreement constituting a Secured Obligation Document to which it is a party and setting forth the resulting Swap Termination Payment.

“Swap Termination Payment” means any amount payable by the applicable Repauno Entity in connection with an early termination (whether as a result of the occurrence of an event of default or other termination event) of any Permitted Swap Agreement with a Swap Bank in accordance with the terms thereof.

“Tax-Exempt Funded Interest Sub-Account” means the Tax-Exempt Funded Interest Sub-Account created and designated as such by Section 5.01 of the Collateral Agency Agreement.

“Taxable Funded Interest Sub-Account” means the Taxable Funded Interest Sub-Account created and designated as such by Section 5.01 of the Collateral Agency Agreement.

“Taxable Term Loan” means that that certain credit agreement, dated as of the date that such agreement becomes effective pursuant to the terms thereof, by and among the applicable Repauno Entity, as borrower, the lenders party thereto and the Taxable Term Loan Administrative Agent; provided that the Taxable Term Loan (i) shall be in an initial aggregate principal amount no greater than $106,000,000, (ii) will have an initial interest rate of 8.50% for interest paid in cash and an initial interest rate of 9.50% for interest paid in kind and (iii) will mature no earlier than 18 months from the Closing Date of the DRP 4 Series 2025 Bonds.

“Taxable Term Loan Debt Service Reserve Sub-Account” has the meaning assigned thereto in Section 5.01(a)(iv)(b).

“Taxable Term Loan Obligations” means all obligations of the applicable Repauno Entity under the Financing Documents applicable to the Taxable Term Loan.

“Taxable Term Loan Administrative Agent” means Deutsche Bank Trust Company Americas, in its capacity as administrative agent for the Taxable Term Loan.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Technical Advisor” means, in respect of any Project, any independent construction engineer familiar with the Project and appropriately qualified to evaluate the construction and operation of port-associated transload facilities.

“Technical Advisor Certificate” means the Technical Advisor Certificate substantially in the form attached as Exhibit J to the Collateral Agency Agreement.

“Termination Date” means the date when all Secured Obligations to be Paid in Full or performed by each Repauno Entity have been paid and performed in full.

“Title Company” means the title insurance company that issued the relevant Title Policy.

“Title Policy” means the title insurance policy delivered to insure the lien of the Mortgage delivered to secure the DRP 4 Series 2025 Bonds, as may be as amended, supplemented or issued from time to time pursuant to Section 7.08(b) of the Collateral Agency Agreement.

“Total Capitalization” means the sum of Senior Indebtedness outstanding, invested equity of the Repauno Entities, Permitted Subordinated Debt and Additional Equity Contributions.

“Total Debt Service Coverage Ratio” or “Total DSCR” means (i) for the 12-month period ending on a Calculation Date (or, if prior to the first anniversary of the applicable Final Substantial Completion Date, any shorter period from such Final Substantial Completion Date annualized for a 12-month period), or (ii) if a different calculation date or calculation period is specified in a Financing Obligation Document, then for such specified period ending or beginning on the specified calculation date (as applicable), the ratio of A divided by B where:

A = the Cash Flow Available for Debt Service for such period; and

B = all scheduled principal and interest payments on account of the Financing Obligations then outstanding for such period, minus funds on deposit in the Funded Interest Accounts for such period.

“Transaction Documents” means the Material Project Contracts and the Financing Obligation Documents.

“Transfer Date” means the fifteenth calendar day of each month.

“Treasury Regulation” means the temporary, proposed or final federal income tax regulations promulgated by the U.S. Department of the Treasury, together with the other published written guidance thereof as applicable to the Bonds under the Code.

“U.S.” means the United States of America.

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest on any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Unanimous Voting Parties” means, with respect to any proposed decision or action hereunder, 100% of the votes of the Secured Parties. For the avoidance of doubt, Unanimous Voting Parties shall not include any votes from any Additional Senior Unsecured Indebtedness Holders.

“Underwriter” means Morgan Stanley & Co. LLC and Jefferies LLC.

“Voting Party Percentage” means, in connection with any proposed decision or action under the Collateral Agency Agreement, the actual percentage, as determined pursuant to Section 8.03(b), of allotted votes of the Secured Parties entitled to vote with respect to such decision or action cast in favor of such decision or action.

RULES OF INTERPRETATION

(a) Principles of Construction. Except as otherwise expressly provided, the following rules of interpretation shall apply to the Collateral Agency Agreement, the applicable Issuer Lease Agreement, the applicable Bond Indenture, and each other Secured Obligation Document that incorporates the definitions of the Collateral Agency Agreement by reference:

(i) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined;

(ii) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(iii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(iv) the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(v) unless the context requires otherwise, any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein) and shall include any appendices, schedules, exhibits, clarification letters, side letters and disclosure letters executed in connection therewith;

(vi) any reference herein to any Person shall be construed to include such Person’s successors and assigns to the extent permitted under the Secured Obligation Documents and, in the case of any Governmental Authority, any Person succeeding to its functions and capacities;

(vii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to the Collateral Agency Agreement in its entirety and not to any particular provision thereof;

(viii) all references in the Collateral Agency Agreement to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Collateral Agency Agreement;

(ix) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights;

(x) each reference to a Law shall be deemed to refer to such Law as the same may in effect from time to time, as from time to time amended, supplemented or otherwise modified, and any successor thereto;

(xi) references to days shall refer to calendar days unless Business Days are specified; references to weeks, months or years shall be to calendar weeks, months or years, respectively;

(xii) except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP; and

(xiii) where definitions of terms herein refer to terms defined in more than one other document, in the event of any ambiguity, the definition resulting in a more restrictive covenant with respect to any Repauno Entity shall apply.

(b) Withdrawals to Occur on a Business Day. In the event that any withdrawal, transfer or payment to or from any Account contemplated under the Collateral Agency Agreement shall be required to be made on a day that is not a Business Day, such withdrawal, transfer or payment shall be made on the immediately succeeding Business Day.

(c) Delivery or Performance to Occur on a Business Day. In the event that any document, agreement or other item or action is required by any Secured Obligation Document to be delivered or performed on a day that is not a Business Day, the due date thereof shall be extended to the immediately succeeding Business Day.

EXHIBIT B

FORM OF FUNDS TRANSFER CERTIFICATE

Funds Transfer Certificate No. [●]

Date: [●]

Date of Requested Transfer: [●]

UMB Bank, N.A.

5555 San Felipe Street, Suite 870

Houston, Texas 77056

Attention: Jully Jiang

Telephone: (713) 300-0590

Email: [email protected]

Re: DRP Urban Renewal Project

Ladies and Gentlemen:

Reference is made to that certain Collateral Agency, Intercreditor and Accounts Agreement, dated as of May 28, 2025 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Collateral Agency Agreement”), among Repauno Financing Holdco LLC, a Delaware limited liability company (“Repauno Holdco”), Delaware River Partners LLC, a Delaware limited liability company (“DRP” and, together with Repauno Holdco, the “Pledgors”); DRP Urban Renewal 1, LLC, a New Jersey limited liability company (“DRP 1”); DRP Urban Renewal 2, LLC, a New Jersey limited liability company (“DRP 2”); DRP Urban Renewal 3, LLC, a New Jersey limited liability company (“DRP 3”); DRP Urban Renewal 4, LLC, a Delaware limited liability company (“DRP 4”); DRP Urban Renewal 5, LLC, a Delaware limited liability company (“DRP 5”, and collectively with DRP, DRP 1, DRP 2, DRP 3, DRP 4, and each other entity other than DRP that is, as of the date thereof, or thereafter becomes, a direct or indirect subsidiary of either of the Pledgors, the “Repauno Entities”; and the Repauno Entities, collectively with Repauno Holdco, the “Repauno Group”, and each a “Repauno Group Member”); UMB Bank, N.A., in its capacity as the Bond Trustee on behalf of the Owners of the DRP 4 Series 2025 Bonds; UMB Bank, N.A., in its capacity as collateral agent on behalf of itself and the other Secured Parties (in such capacity, together with any permitted successors and assigns, the “Collateral Agent”); UMB Bank, N.A., in its capacity as securities intermediary and account bank (in such capacities, together with any permitted successors and assigns, the “Account Bank”); Deutsche Bank Trust Company Americas, as the Administrative Agent for the Taxable Term Loan, and each other Secured Party (as defined therein) that becomes a party thereto from time to time. Capitalized terms used and not otherwise defined herein have the meanings assigned thereto (whether directly or by reference to another agreement) in the Collateral Agency Agreement.

The undersigned is a Responsible Officer of [Insert Applicable Repauno Entity] and is delivering this certificate (this “Funds Transfer Certificate”) pursuant to Section(s) [5.02(b),] [5.02(c),] [5.02(d),] [5.03,] [5.06,] [5.07,] [5.10(c),] [5.11(b)] [and] [5.12] of the Collateral Agency Agreement.

1. Revenue Account. The following transfers are requested to be made from the Revenue Account on [date] in accordance with this Funds Transfer Certificate as set forth in greater detail in Part A of the attached Schedule I:

(a)

[For Transfer Dates.] In accordance with Section 5.02(b) clause First of the Collateral Agency Agreement, we request that the Collateral Agent make disbursements in an aggregate amount of $[●] from the Revenue Account, which amount is equal to the amount of (x) fees and expenses (including any fees payable under the Financing Obligations Documents in respect of the Taxable Term Loan), and (y) any Administration Expenses (as defined in the applicable Issuer Lease Agreement), currently due and payable (or becoming due and payable prior to the next Transfer Date) by any Repauno Entity, to the Agents, any Issuer (only to the extent of its Reserved Rights, as defined in the applicable Bond Indenture), and any Nationally Recognized Rating Agency currently rating any of the Secured Obligations.

(b)

[For Transfer Dates.] In accordance with Section 5.02(b) clause Second of the Collateral Agency Agreement, we request that $[●] be withdrawn from the Revenue Account and transferred to the Rebate Funds.

(c)

[For Transfer Dates.] In accordance with Section 5.02(b) clause Third of the Collateral Agency Agreement, we request that $[●] be withdrawn from the Revenue Account and transferred to the Operating Account with account number [●] for the payment of Project Costs (x) currently due and payable or (y) becoming due and payable prior to the next Transfer Date, by the applicable Repauno Entity. DRP hereby certifies that (i) this request is being made after the application of any remaining available funds in the Construction Account (or other amounts available therefor) and (ii) in connection with sub-clause (y) above, such applicable Project Costs have been reasonably estimated by DRP in good faith.

(d)

[For Transfer Dates.] In accordance with Section 5.02(b) clause Fourth of the Collateral Agency Agreement, we request that $[●] be transferred from the Revenue Account to the Operating Account with account number [●], which amount is an amount equal to, together with amounts on deposit in the Operating Accounts, the projected O&M Expenditures for the period ending on the immediately succeeding Transfer Date. DRP hereby certifies that O&M Expenditures for Major Maintenance (if any) are only included in the amount requested hereby to the extent that (i) such costs are currently due or are projected to become due prior to the next Transfer Date and (ii) amounts on deposit in the Repair and Replacement Reserve Account are insufficient to pay such costs.

(e)

[For Transfer Dates.] In accordance with Section 5.02(b) clause Fifth of the Collateral Agency Agreement, we request that:

(i)

$[●] be withdrawn from the Revenue Account and transferred to the Bonds Interest Sub-Account, which shall be equal to one-sixth (1/6) of the amount of interest payable on the Bonds on the next Interest Payment Date plus any deficiency from a prior Transfer Date. If the current Transfer Date is a Transfer Date occurring immediately prior to an Interest Payment Date, the amount requested pursuant to this Section 1(e)(i) shall be equal to the amount required (taking into account the amounts then on deposit in the Bonds Interest Sub-Accounts) to pay the interest due on the Bonds on such Interest Payment Date. DRP hereby certifies that this request is being made after the application of any remaining available funds in the Tax-Exempt Funded Interest Sub-Account.

[To the extent any Taxable Term Loans are Outstanding on such Transfer Date:]

(ii)

$[●] be withdrawn from the Revenue Account and transferred to the Taxable Debt Interest Sub-Account, which shall be equal to one-sixth (1/6) of the amount of interest payable on the Taxable Term Loan on the next Interest Payment Date plus any deficiency from a prior Transfer Date. If the current Transfer Date is a Transfer Date occurring immediately prior to an Interest Payment Date, the amount requested pursuant to this Section 1(e)(ii) shall be equal to the amount required (taking into account the amounts then on deposit in the Taxable Debt Interest Sub-Account) to pay the interest due on such Interest Payment Date. DRP hereby certifies that this request is being made after the application of any remaining available funds in the Taxable Funded Interest Sub-Account.

[To the extent any Additional Senior Indebtedness is Outstanding on such Transfer Date:]

(iii)

$[●] be withdrawn from the Revenue Account and transferred to the [applicable interest account established under the Collateral Agency Agreement for any outstanding Additional Senior Indebtedness and Purchase Money Debt] an amount equal to the amount of interest [and any Ordinary Course Settlement Payments related to such Senior Indebtedness or Purchase Money Debt] due on the next Interest Payment Date divided by the total number of months between Interest Payment Dates for such Additional Senior Indebtedness or Purchase Money Debt; plus, in each case any deficiency from a prior Transfer Date. If the current Transfer Date is a Transfer Date occurring immediately prior to an Interest Payment Date, the amount requested pursuant to this Section 1(e)(iii) shall be equal to the amount required (taking into account the amounts then on deposit in any [applicable interest payment account established hereunder and any applicable interest payment account established under the other Additional Senior Indebtedness Documents]) to pay the interest [and any Ordinary Course Settlement Payments related to such Senior Indebtedness or Purchase Money Debt] due on such Interest Payment Date.

[To the extent [Insert Applicable Repauno Entity] has any Permitted Senior Commodity Swaps Outstanding on such Transfer Date:]

(iv)

$[●] be withdrawn from the Revenue Account and transferred to the [applicable Swap Bank], which amount equals the amount of Ordinary Course Settlement Payments related to [refer to applicable Permitted Senior Commodity Swap] due on or before the Transfer Date pursuant to the [applicable Permitted Swap Agreement] plus, in each case, any deficiency from a prior Transfer Date.

[For Transfer Dates Immediately Preceding an Interest Payment Date (after giving effect to the transfers contemplated above in this clause (e)):]

(vi)

$[●] be withdrawn from the Bonds Interest Sub-Accounts and transferred to the Interest Account, for the payment of interest related to such Senior Indebtedness due on the applicable Senior Indebtedness on the next Interest Payment Date;

(vii)

$[●] be withdrawn from the Taxable Debt Interest Sub-Account and transferred in accordance with the Financing Documents for the Taxable Term Loan, for the payment of interest and any Ordinary Course Settlement Payments related to such Senior Indebtedness due on the applicable Senior Indebtedness on the next Interest Payment Date; and

(viii)

$[●] be withdrawn from the applicable interest account for Additional Senior Indebtedness and any Purchase Money Debt established under the Collateral Agency Agreement and transferred in accordance with the applicable Additional Senior Indebtedness Documents or, for Purchase Money Debt, the related financing documents, for the payment of interest and any Ordinary Course Settlement Payments related to such Senior Indebtedness or Purchase Money Debt due on the applicable Senior Indebtedness or Purchase Money Debt on the next Interest Payment Date.

(f)

[For Transfer Dates.] In accordance with Section 5.02(b) clause Sixth of the Collateral Agency Agreement, we request that:

[For any Bonds, for each Transfer Date occurring within 12 months of any Principal Payment Date.]

(i)

$[●] be withdrawn from the Revenue Account and transferred to the Bonds Principal Sub-Account, which shall be equal to one twelfth (1/12) of the amount of principal due on the next Principal Payment Date if the Transfer Date is within 12 months of such Principal Payment Date plus, any deficiency from a prior Transfer Date. If the current Transfer Date is a Transfer Date occurring immediately prior to a Principal Payment Date, the amount requested pursuant to this Section 1(f)(i) shall be equal to the amount required to pay the principal payment due on such Principal Payment Date for such Bonds (taking into account the amount then on deposit in the Bonds Principal Sub-Account and the Principal Account).

[To the extent any Taxable Term Loans or Additional Senior Indebtedness is Outstanding on such Transfer Date.]

(ii)

$[●] be withdrawn from the Revenue Account and transferred to [Taxable Debt Principal Sub-Account] / [the principal payment account established under the Collateral Agency Agreement for Additional Senior Indebtedness [and/or Purchase Money Debt]], which amount is equal to [the amount of principal required to be deposited into the Taxable Debt Principal Sub-Account] / [the amount of principal required to be deposited into such principal payment account] for [the Taxable Term Loan] / [such Additional Senior Indebtedness [and/or Purchase Money Debt]] as set forth in the [Financing Documents applicable to the Taxable Term Loan] / [Additional Senior Indebtedness Documents [and/or the financing documents related to such Purchase Money Debt]] plus, in each case, any deficiency from a prior Transfer Date. If the current Transfer Date is a Transfer Date occurring immediately prior to a Principal Payment Date, [with respect to the Taxable Term Loan, the amount requested pursuant to this Section 1(f)(ii) shall be equal to the amount required to pay the principal payment due on such Principal Payment Date for the Taxable Term Loan (taking into account the amount then on deposit in the Taxable Debt Principal Sub-Account)] / [with respect to any Additional Senior Indebtedness or any Purchase Money Debt, the amount requested pursuant to this Section 1(f)(ii) shall be equal to the amount required to pay the full principal payment due on such Principal Payment Date for the applicable Additional Senior Indebtedness or Purchase Money Debt, including in the case of any Permitted Swap Agreement related to such Senior Indebtedness or Purchase Money Debt, Swap Termination Payments (taking into account the amounts then on deposit in any principal payment sub-account established hereunder or under the applicable Additional Senior Indebtedness Documents or, with respect to any Purchase Money Debt, the related financing documents for the payment of principal on such Additional Senior Indebtedness or Purchase Money Debt)] / [with respect to any Permitted Senior Commodity Swap, on the Transfer Date occurring immediately before a Swap Termination Payment due date under the applicable Permitted Swap Agreement, to the applicable Swap Bank, an amount equal to the amount required to pay such Swap Termination Payment due on such due date pursuant to the applicable Permitted Swap Agreement].

[To the extent [Insert Applicable Repauno Entity] has any Permitted Senior Commodity Swaps Outstanding on such Transfer Date and such Transfer Date Occurs Immediately Prior to a Swap Termination Payment due date for such Permitted Senior Commodity Swap:]

(iii)

$[●] be withdrawn from the Revenue Account and transferred to [applicable Swap Bank], which shall be equal to the amount required to pay the Swap Termination Payment due on [insert due date] pursuant to [describe applicable Permitted Swap Agreement].

[For Transfer Dates Immediately Preceding a Principal Payment Date (after giving effect to the transfers contemplated above in this clause (f)):]

(iv)

amounts on deposit in the Bonds Principal Sub-Account (if any) be transferred to the Principal Account;

(v)

amounts on deposit in the Taxable Debt Principal Sub-Account (if any) be transferred in accordance with the Financing Documents for the Taxable Term Loan; and

(vi)

amounts on deposit in any other principal account for Additional Senior Indebtedness and any Purchase Money Debt established hereunder be transferred in accordance with the applicable Additional Senior Indebtedness Documents or, with respect to any Purchase Money Debt, the related financing documents, in each case, for the payment of principal due on the applicable Senior Indebtedness or Purchase Money Debt on the next Principal Payment Date, including in the case of any Permitted Swap Agreement related to such Senior Indebtedness or Purchase Money Debt, Swap Termination Payments.

(g)

[For Transfer Dates on and after the Final Substantial Completion Date for the DRP 4 Series 2025 Project.] In accordance with Section 5.02(b) clause Seventh of the Collateral Agency Agreement, we request that $[●] be withdrawn from the Revenue Account and transferred to the [DRP 4 Series 2025 Bonds Debt Service Reserve Sub-Account] / [Taxable Term Loan Debt Service Reserve Sub-Account] / [sub-account of the Debt Service Reserve Account with account number [●]], in each case, which amount is equal to the amount necessary to fund such account so that the balance therein (taking into account the amount available for drawing under any Qualified Reserve Account Credit Instrument provided with respect thereto) equals the Debt Service Reserve Requirement in effect for each such sub-account for the immediately preceding Calculation Date.

(h)

[For Transfer Dates beginning after the earliest Substantial Completion Date of any Project (but in any event, not before December 31, 2025).] In accordance with Section 5.02(b) clause Eighth of the Collateral Agency Agreement, we request that $[●] be withdrawn from the Revenue Account and transferred to the Repair and Replacement Reserve Account, which amount is equal to the amount to fund such account so that the aggregate balance therein, when added to any Draw Availability not allocated to any other account, equals the applicable Repair and Replacement Reserve Required Balance in-effect on such date.

(i)

[For Transfer Dates.] In accordance with Section 5.02(b) clause Ninth of the Collateral Agency Agreement, we request that $[●] be withdrawn from the Revenue Account and transferred to the Ramp-Up and Project Operating Reserve Account, which amount is equal to the amount necessary to fund such account so that the aggregate balance therein, when added to any Draw Availability not allocated to any other account, equals the applicable Project Operating Reserve Requirement in-effect on such date.

(j)

[For Transfer Dates.] In accordance with Section 5.02(b) clause Tenth of the Collateral Agency Agreement, we request that $[●] be withdrawn from the Revenue Account and transferred to the Person identified on Part A of Schedule I hereto, to pay any debt service due or becoming due prior to the next Transfer Date on Indebtedness [or under any Permitted Swap Agreement] permitted under the Secured Obligation Documents (other than the Indebtedness or Permitted Swap Agreements otherwise serviced pursuant to this Funds Transfer Certificate), including interest, fees, principal and premium, if any, in respect of such Indebtedness [and Ordinary Course Settlement Payments and Swap Termination Payments in respect of such Permitted Swap Agreements].

(k)

[For dates within the 15-day period commencing on a Distribution Date.] In accordance with Section 5.02(b) clause Eleventh of the Collateral Agency Agreement, we request that, solely with respect to funds remaining on deposit in the Revenue Account after application pursuant to the above clauses of this Funds Transfer Certificate, $[●] be withdrawn from the Revenue Account and transferred to the Person identified on Part A of Schedule I hereto, to pay interest on Permitted Subordinated Debt (whether due and payable, or becoming due and payable prior to the next Transfer Date). In connection herewith, [Insert Applicable Repauno Entity] is delivering a duly executed Distribution Release Certificate (attached hereto) substantially in the form of Exhibit E to the Collateral Agency Agreement, certifying that the Restricted Payment Conditions have been satisfied as of the applicable Distribution Date.

(l)

[For dates within the 15-day period commencing on a Distribution Date.] In accordance with Section 5.02(b) clause Twelfth of the Collateral Agency Agreement, we request that, solely with respect to funds remaining on deposit in the Revenue Account after application pursuant to the above clauses of this Funds Transfer Certificate, $[●] be withdrawn from the Revenue Account and transferred to the Person identified on Part A of Schedule I hereto, to pay any principal payment then due (or expected to be due prior to the next Transfer Date) on any Permitted Subordinated Debt. In connection herewith, [Insert Applicable Repauno Entity] is delivering a duly executed Distribution Release Certificate (attached hereto) substantially in the form of Exhibit E to the Collateral Agency Agreement, certifying that the Restricted Payment Conditions have been satisfied as of the applicable Distribution Date.

(m)

[For Transfer Dates.] In accordance with Section 5.02(b) clause Thirteenth of the Collateral Agency Agreement, we request that, on a pro rata basis:

(i)

$[●] be withdrawn from the Revenue Account and transferred to the [Bond Trustee] as identified on Part A of Schedule I hereto for repayment of the Bonds at [Insert Applicable Repauno Entity]’s option in accordance with the applicable Bond Indenture. Such prepayment is in accordance with the applicable Indenture.

(ii)

$[●] be withdrawn from the Revenue Account and transferred to the Person identified on Part A of Schedule I hereto, for repayment of the Taxable Term Loan at [Insert Applicable Repauno Entity]’s option in accordance with the Financing Obligation Documents applicable to the Taxable Term Loan. Such prepayment is in accordance with the Financing Obligation Documents applicable to the Taxable Term Loan.

(iii)

$[●] be withdrawn from the Revenue Account and transferred to the Person identified on Part A of Schedule I hereto, for optional prepayment or optional redemption at [Insert Applicable Repauno Entity]’s option [on the Secured Obligations]. Such amount includes any interest or premium payable in connection with such prepayment or redemption and such prepayment or optional redemption is in accordance with the [Secured Obligation Documents].

(n)

[For dates within the 15-day period commencing on a Distribution Date.] In accordance with Section 5.02(b) clause Fourteenth of the Collateral Agency Agreement, we request that, solely with respect to funds remaining on deposit in the Revenue Account after application pursuant to the above clauses of this Funds Transfer Certificate:

(i)

$[●] be withdrawn from the Revenue Account and transferred to the Person identified on Part A of Schedule I hereto, for repayment of [Insert Applicable Repauno Entity]’s Permitted Subordinated Debt.

(ii)

$[●] be withdrawn from the Revenue Account and transferred to the Distribution Account, which amount represents the amount remaining on deposit in the Revenue Account after giving effect to the withdrawals and transfers referred to in clauses (a) through (m) and (n)(i) above on the Transfer Date that constituted the applicable Distribution Date and does not exceed the amounts on deposit in the Revenue Account as of such Transfer Date.

In connection herewith, [Insert Applicable Repauno Entity] is delivering a duly executed Distribution Release Certificate (attached hereto) substantially in the form of Exhibit E to the Collateral Agency Agreement, certifying that the Restricted Payment Conditions have been satisfied as of the applicable Distribution Date.

[If the Restricted Payment Conditions have not been satisfied as of such date:]

$[●] be withdrawn from the Revenue Account and transferred to the Equity Lock-Up Account, which amount represents the amount remaining on deposit in the Revenue Account after giving effect to the withdrawals and transfers referred to in clauses (a) through (m) above on the Transfer Date that constituted the applicable Distribution Date and does not exceed the amounts on deposit in the Revenue Account as of such Transfer Date.

(o)

[If any Repauno Entity receives a payment in respect of the actual or estimated loss of such Repauno Entity’s future Project Revenues:]

In accordance with Section 5.02(c) of the Collateral Agency Agreement, we request that:

(i)

$[●] be withdrawn from the Revenue Account, which shall be an amount equal to a payment in respect of the actual or estimated loss of such Repauno Entity’s future Project Revenues, and transferred to [the applicable sub-account of the Revenue Account for such purpose].¹ DRP hereby certifies that the applicable Repauno Entity has provided to the Collateral Agent (for subsequent dissemination to the Secured Parties) a calculation in reasonable detail showing the future years for which such amount would have been paid as compensation in respect of the loss of Project Revenues[; and][.]

[In the event that such amount is deposited into such sub-account, as of the commencement of each year for which such compensation would have been paid:]

[(ii)

$[●] be withdrawn from [the applicable sub-account of the Revenue Account], which is equal to the portion of the amount withdrawn from the Revenue Account pursuant to clause (o)(i) above that such Repauno Entity determines constitutes a payment for the loss of Project Revenues for each Fiscal Quarter during such year, together with interest or other earnings accrued thereon from the date of deposit, and transferred to the Revenue Account and applied in accordance with Section 5.02(b) of the Collateral Agency Agreement during such Fiscal Quarter.]

2. Loss Proceeds Account.

(a) In accordance with Section 5.03(a) of the Collateral Agency Agreement, we request that $[●] be withdrawn from the Loss Proceeds Account and transferred to [Insert Applicable Repauno Entity] to be applied to Restore the Facilities or any portion thereof at and in accordance with the written direction of [Insert Applicable Repauno Entity], as set forth in greater detail in Part B of the attached Schedule I. [If applicable:] [To the extent that (i) amounts on deposit in the Loss Proceeds Account exceed the amount required to Restore the Facilities or any portion thereof to the condition existing prior to the Loss Event or (ii) the affected property cannot be Restored to permit operation of the Facilities on a Commercially Feasible Basis, $[●] shall be withdrawn from the Loss Proceeds Account and transferred to [the applicable sub-account of the Mandatory Prepayment Account] to cause the pro rata extraordinary mandatory redemption of the applicable Secured Obligations in accordance with the Secured Obligation Documents, [and [Solely if funds remain] $[●] be withdrawn from the Loss Proceeds Account and transferred to [the applicable sub-account of the Mandatory Prepayment Account to cause the prepayment of any other Senior Indebtedness in accordance with the applicable Financing Obligation Documents], [and [Solely if funds remain] $[●] be withdrawn from the Loss Proceeds Account and transferred to the Revenue Account to be applied in accordance with Section 5.02(b) of the Collateral Agency Agreement]. We have delivered to the Collateral Agent a certificate of a Responsible Officer of [Insert Applicable Repauno Entity] (attached hereto) certifying to the foregoing sub-section [[(a)(i)] / [(a)(ii)]].

¹ To be established upon written instruction to the Collateral Agent and Account Bank by the applicable Repauno Entity.

[If an amount of any insurance claim on deposit in the Loss Proceeds Account has been paid out of the Revenue Account]

(b) In accordance with Section 5.03(b) of the Collateral Agency Agreement, we request that $[●] be withdrawn from the Loss Proceeds Account and transferred to the Revenue Account. In connection herewith, we have delivered to the Collateral Agent a certificate of a Responsible Officer of [Insert Applicable Repauno Entity] (attached hereto) certifying that $[●], being an amount of an insurance claim on deposit in or credited to the Loss Proceeds Account, has been paid out of moneys withdrawn from the Revenue Account in accordance with Section 5.02 of the Collateral Agency Agreement.

3. Repair and Replacement Reserve Account. In accordance with Section 5.06 of the Collateral Agency Agreement, the following transfers are requested to be made from the Repair and Replacement Reserve Account in accordance with this Funds Transfer Certificate as set forth in greater detail in Part C of the attached Schedule I:

(a)

[Commencing on the first Transfer Date immediately following the earliest Substantial Completion Date of any Project (but in any event, not before December 31, 2025), on each Transfer Date on which Major Maintenance Costs are due and payable or reasonably expected to become due and payable prior to the next succeeding Transfer Date.] In accordance with Sections 5.06(b) of the Collateral Agency Agreement, we request that $[●] be withdrawn from the Repair and Replacement Reserve Account and transferred to the [Operating Account with account number [●]] as set forth in greater detail in Part C of the attached Schedule I. Such amounts are being used to pay Major Maintenance Costs in accordance with the Major Maintenance Plan.

(b)

[To the extent there are funds on deposit in the Non-Completed Work Sub-Account.] In accordance with Section 5.06(c) of the Collateral Agency Agreement, we request that $[●] be withdrawn from the Non-Completed Work Sub-Account and transferred to the Person specified in greater detail in Part C of the attached Schedule I. Such amounts are being used to pay the costs of completing the Non-Completed Work for which such amounts were initially deposited into the Non-Completed Work Sub-Account.

(c)

[To the extent there are funds on deposit in the Non-Completed Work Sub-Account after making withdrawals and transfers specified in clauses (a) and (b) above.] In accordance with Section 5.06(c) of the Collateral Agency Agreement, we request that $[●] be withdrawn from the Non-Completed Work Sub-Account and transferred to the Revenue Account. The Non-Completed Work for which such amounts were initially deposited into the Non-Completed Work Sub-Account has been completed.

(d)

[To the extent that on any Transfer Date there are funds on deposit in the Repair and Replacement Reserve Account in excess of the applicable Repair and Replacement Reserve Required Balance.] In accordance with Section 5.06(e) of the Collateral Agency Agreement, we request that $[●] be withdrawn from the Repair and Replacement Reserve Account and transferred to the Revenue Account, such amounts are in excess of the Repair and Replacement Reserve Required Balance.

4. Ramp-Up and Project Operating Reserve Account. In accordance with Section 5.07 of the Collateral Agency Agreement, the following transfers are requested to be made from the Ramp-Up and Project Operating Reserve Account in accordance with this Funds Transfer Certificate as set forth in greater detail in Part D of the attached Schedule I:

(a)

[If prior to the Completion Date for the Project of DRP 4] we request that $[●] be withdrawn from the Ramp-Up and Project Operating Reserve Account and transferred to the [Operating Account with account number [●]] as set forth in greater detail in Part D of the attached Schedule I. Such amounts are being used to pay (i) subject to the certification below, Project Costs and (ii) O&M Expenditures in connection with the anticipated ramp-up of operations of such Project, and with facilities functionally related and subordinate to such Project. Solely in connection with sub-section (a)(i) above, DRP hereby certifies that (A) moneys available in the DRP 4 Series 2025 Debt Proceeds Sub-Account and the DRP 4 Series 2025 Debt Proceeds Capital Contingency Reserve Sub-Account are insufficient to provide for the completion of such applicable Project and (B) the withdrawal requirements specified in Section 5.04 of the Collateral Agency Agreement have been satisfied.

[If after the Completion Date for the Project of DRP 4] we request that $[●] be withdrawn from the Ramp-Up and Project Operating Reserve Account and transferred to the [Operating Account with account number [●]] as set forth in greater detail in Part D of the attached Schedule I. Such amounts are being used to pay for O&M Expenditures, and DRP hereby certifies that other moneys are not available therefor from Draw Availability allocated to the Ramp-Up and Project Operating Reserve Account or in the Operating Accounts, the Revenue Account, the Repair and Replacement Reserve Account or the Equity Lock-Up Account in accordance with the Collateral Agency Agreement.

(b)

[To the extent that on any Transfer Date there are funds on deposit in the Ramp-Up and Project Operating Reserve Account in excess of the applicable Project Operating Reserve Requirement.] In accordance with Sections 5.02(d) and 5.07(d) of the Collateral Agency Agreement, we request that $[●] be withdrawn from the Ramp-Up and Project Operating Reserve Account and transferred to the Revenue Account. DRP hereby certifies that such amount represents, when added to any Draw Availability not allocated to any other account, the excess of the applicable Project Operating Reserve Requirement.

5. Mandatory Prepayment Account. The following transfers are requested to be made from the Mandatory Prepayment Account in accordance with this Funds Transfer Certificate as set forth in greater detail in Part E of the attached Schedule I:

(a)

In accordance with Section 5.09(a) of the Collateral Agency Agreement, we request that $[●] be withdrawn from the [applicable sub-account created under the Mandatory Prepayment Account] and transferred to the Bond Trustee to repay, as applicable to such sub-account and [Insert Applicable Repauno Entity], the Bonds in accordance with the applicable Bond Indenture.

[To the extent any Taxable Term Loan is Outstanding on such Date:]

(b)

In accordance with Section 5.09(a) of the Collateral Agency Agreement, we request that $[●] be withdrawn from the [applicable sub-account created under the Mandatory Prepayment Account] for the prepayment of the Taxable Term Loan and transferred to the Taxable Term Loan Administrative Agent.

[To the extent any Additional Senior Secured Indebtedness is Outstanding on such Date:]

(c)

In accordance with Section 5.09(a) of the Collateral Agency Agreement, we request that $[●] be withdrawn from the [applicable sub-account created under the Mandatory Prepayment Account] for the prepayment of [the Additional Senior Secured Indebtedness] and transferred to the applicable Secured Debt Representative.

6. Equity Lock-Up Account. The following transfers are requested to be made from the Equity Lock-Up Account in accordance with this Funds Transfer Certificate as set forth in greater detail in Part F of the attached Schedule I:

(a)

[For dates within the 15 days after any Distribution Date following the applicable Final Substantial Completion Date.] In accordance with Section 5.11(b) of the Collateral Agency Agreement, we request that $[●] be withdrawn from the Equity Lock-Up Account and transferred to the Distribution Account. DRP hereby certifies that such amount is not in excess of the amount of funds in the Equity Lock-Up Account on the Distribution Date. In connection herewith, [Insert Applicable Repauno Entity] is delivering a duly executed Distribution Release Certificate (attached hereto) substantially in the form of Exhibit E to the Collateral Agency Agreement, certifying that the Restricted Payment Conditions have been satisfied.

(b)

In accordance with Section 5.11(c) of the Collateral Agency Agreement, we request that $[●] be withdrawn from the Equity Lock-Up Account and transferred to the applicable Secured Debt Representatives to make such mandatory prepayment or redemption as is required under the applicable Secured Obligation Documents as a result of a failure to satisfy the Restricted Payment Conditions.

7. Capital Projects Account. The following transfers are requested to be made from the Capital Projects Account in accordance with this Funds Transfer Certificate as set forth in greater detail in Part G of the attached Schedule I:

(a)

In accordance with Section 5.12 of the Collateral Agency Agreement and the requirements of Section [●] of [applicable Issuer Lease Agreement] [applicable Financing Obligation Document], we request that $[●] be withdrawn from the Capital Projects Account and used to pay the costs of Capital Projects as set forth in Part G of Schedule I attached hereto. DRP hereby certifies that such Capital Projects are permitted pursuant to Section [●] of [applicable Issuer Lease Agreement] [applicable Financing Obligation Document].

[Each of] DRP [and [Insert Applicable Repauno Entity]] hereby certifies that the withdrawals and transfers requested above comply in all respects with the requirements of the Collateral Agency Agreement.

IN WITNESS WHEREOF, [each of] DRP [and [Insert Applicable Repauno Entity]] has caused this Funds Transfer Certificate to be duly executed and delivered by a Responsible Officer of such Person as of the date first written above.

	DELAWARE RIVER PARTNERS LLC,
	a Delaware limited liability company

	By:
	Name:
	Title:

	[INSERT APPLICABLE REPAUNO ENTITY],
	a [__]

	By:
	Name:
	Title:]

Schedule I
to Funds Transfer Certificate

DETAILED DISBURSEMENTS

[[Insert Applicable Repauno Entity] to attach excel spreadsheets (in pdf format) with appropriate detail, divided by Parts A through G]

Part A: Disbursements from Revenue Account

Part B: Disbursements from Loss Proceeds Account

Part C: Disbursements from Repair and Replacement Reserve Account

Part D: Disbursements from Ramp-Up and Project Operating Reserve Account

Part E: Disbursements from Mandatory Prepayment Account

Part F: Disbursements from Equity Lock-Up Account

Part G: Disbursements from Capital Projects Account

EXHIBIT C
ACCOUNTS

[Omitted]

EXHIBIT D

FORM OF INCUMBENCY CERTIFICATE

[REPAUNO FINANCING HOLDCO LLC][DELAWARE RIVER PARTNERS LLC]/[DRP URBAN RENEWAL 1, LLC]/[DRP URBAN RENEWAL 2, LLC]/[DRP URBAN RENEWAL 3, LLC]/[DRP URBAN RENEWAL 4, LLC]/[DRP UPRBAN RENEWAL 5, LLC]/[INSERT NAME OF ANY NEW SUBSIDIARY]

The undersigned certifies that s/he is the [INSERT TITLE] of Repauno Financing Holdco LLC, a Delaware limited liability company (“Repauno Holdco”), Delaware River Partners LLC, a Delaware limited liability company (“DRP” and, together with Repauno Holdco, the “Pledgors”); DRP Urban Renewal 1, LLC, a New Jersey limited liability company (“DRP 1”); DRP Urban Renewal 2, LLC, a New Jersey limited liability company (“DRP 2”); DRP Urban Renewal 3, LLC, a New Jersey limited liability company (“DRP 3”); DRP Urban Renewal 4, LLC, a Delaware limited liability company (“DRP 4”); DRP Urban Renewal 5, LLC, a Delaware limited liability company (“DRP 5”, and collectively with DRP, DRP 1, DRP 2, DRP 3, DRP 4, and each other entity other than DRP that is, as of the date hereof, or thereafter becomes, a direct or indirect subsidiary of either of the Pledgors, the “Repauno Entities”; and the Repauno Entities, collectively with Repauno Holdco, the “Repauno Group”, and each a “Repauno Group Member”), and as such s/he is authorized to execute this Certificate and further certifies that the following persons have been elected or appointed, are qualified, and are now acting as officers of [Insert Applicable Repauno Entity] in the capacity or capacities indicated below, and that the signatures set forth opposite their respective names are their true and genuine signatures. S/he further certifies that any of the persons listed below is authorized [CHOOSE ONE: individually or jointly with one other person] to sign agreements and give written instructions with regard to any matters pertaining to the Collateral Agency Agreement:

Name	Title / Phone	Signature

	/

	/

	/

IN WITNESS WHEREOF, I have duly executed and delivered this Incumbency Certificate of [Insert Applicable Repauno Group Member] this ___________ day of _________, 20__.

	By:
	Name:
	Title:

EXHIBIT E
FORM OF DISTRIBUTION RELEASE CERTIFICATE

Date: [●]

Date of Requested Distribution: [●]

UMB Bank, N.A.

5555 San Felipe Street, Suite 870

Houston, Texas 77056

Attention: Jully Jiang

Telephone: (713) 300-0590

Email: [email protected]

Re: DRP Urban Renewal Project

Ladies and Gentlemen:

Reference is made to that certain Collateral Agency, Intercreditor and Accounts Agreement, dated as of May 28, 2025 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Collateral Agency Agreement”), among Repauno Financing Holdco LLC, a Delaware limited liability company (“Repauno Holdco”), Delaware River Partners LLC, a Delaware limited liability company (“DRP” and, together with Repauno Holdco, the “Pledgors”); DRP Urban Renewal 1, LLC, a New Jersey limited liability company (“DRP 1”); DRP Urban Renewal 2, LLC, a New Jersey limited liability company (“DRP 2”); DRP Urban Renewal 3, LLC, a New Jersey limited liability company (“DRP 3”); DRP Urban Renewal 4, LLC, a Delaware limited liability company (“DRP 4”); DRP Urban Renewal 5, LLC, a Delaware limited liability company (“DRP 5”, and collectively with DRP, DRP 1, DRP 2, DRP 3, DRP 4, and each other entity other than DRP that is, as of the date hereof, or thereafter becomes, a direct or indirect subsidiary of either of the Pledgors, the “Repauno Entities”; and the Repauno Entities, collectively with Repauno Holdco, the “Repauno Group”, and each a “Repauno Group Member”); UMB Bank, N.A., in its capacity as the Bond Trustee on behalf of the Owners of the DRP 4 Series 2025 Bonds; UMB Bank, N.A., in its capacity as collateral agent on behalf of itself and the other Secured Parties (in such capacity, together with any permitted successors and assigns, the “Collateral Agent”); UMB Bank, N.A., in its capacity as securities intermediary and account bank (in such capacities, together with any permitted successors and assigns, the “Account Bank”); Deutsche Bank Trust Company Americas, as the Administrative Agent for the Taxable Term Loan, and each other Secured Party (as defined therein) that becomes a party thereto from time to time. Capitalized terms used and not otherwise defined herein have the meanings assigned thereto (whether directly or by reference to another agreement) in the Collateral Agency Agreement.

This certificate (this “Distribution Release Certificate”) is delivered to you in connection with Section [5.02(b)] [and 5.11(b)] of the Collateral Agency Agreement and in connection with the transfer of funds from [the Revenue Account] [Equity Lock-Up Account] to the [Distribution Account by [Insert Applicable Repauno Entity][payment of Permitted Subordinated Debt by [Insert Applicable Repauno Entity]].

The undersigned is a Responsible Officer of [Insert Applicable Repauno Entity] and in such capacity does hereby certify on behalf of [Insert Applicable Repauno Entity] with respect to the transfer of funds to the [Distribution Account][payment of Permitted Subordinated Debt] (the “Restricted Payment”) requested hereby: [If any Additional Senior Indebtedness is outstanding, insert any additional Restricted Payment Conditions in accordance with the applicable Additional Senior Indebtedness Documents]

All transfers and distributions required to be made pursuant to clauses First through [Tenth] [Eleventh] [Thirteenth] of the Flow of Funds on or prior to such Distribution Date will have been satisfied in full.

Each required reserve account, to the extent required by the Secured Obligation Documents, is fully funded in cash or, to the extent permitted by the Secured Obligation Documents, with a Qualified Reserve Credit Instrument and satisfying the other conditions to delivery and maintenance thereof.

The Total DSCR is at least equal to the Lock-Up Total DSCR, and the Total DSCR for the 12-month period following such Distribution Date, taking into account the transfer requested herein, is projected to be at least equal to the Lock-Up Total DSCR (as demonstrated on Annex A attached hereto).

No Potential Secured Obligation Event of Default or Secured Obligation Event of Default has occurred and is continuing or would exist as a result of making the payment requested herein.

* * *

IN WITNESS WHEREOF, the undersigned, a Responsible Officer of [Insert Applicable Repauno Entity], has duly executed and delivered this Distribution Release Certificate as of the date first written above.

	[Insert Applicable Repauno Entity],
	a [__]

	By:
	Name:
	Title:

Annex A
to Distribution Release Certificate

CALCULATIONS DEMONSTRATING THE TOTAL DSCR AND PROJECTED TOTAL DSCR

[See attached.]

EXHIBIT F
FORM OF ACCESSION AGREEMENT

[date]

To:	UMB Bank, N.A., as Collateral Agent

From: [Name of Additional Secured Party]

Reference is made to that certain Collateral Agency, Intercreditor and Accounts Agreement, dated as of May 28, 2025 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”), among Repauno Financing Holdco LLC, a Delaware limited liability company (“Repauno Holdco”), Delaware River Partners LLC, a Delaware limited liability company (“DRP” and, together with Repauno Holdco, the “Pledgors”); DRP Urban Renewal 1, LLC, a New Jersey limited liability company (“DRP 1”); DRP Urban Renewal 2, LLC, a New Jersey limited liability company (“DRP 2”); DRP Urban Renewal 3, LLC, a New Jersey limited liability company (“DRP 3”); DRP Urban Renewal 4, LLC, a Delaware limited liability company (“DRP 4”); DRP Urban Renewal 5, LLC, a Delaware limited liability company (“DRP 5”, and collectively with DRP, DRP 1, DRP 2, DRP 3, DRP 4, and each other entity other than DRP that is, as of the date hereof, or thereafter becomes, a direct or indirect subsidiary of either of the Pledgors, the “Repauno Entities”; and the Repauno Entities, collectively with Repauno Holdco, the “Repauno Group”, and each a “Repauno Group Member”); UMB Bank, N.A., in its capacity as the Bond Trustee on behalf of the Owners of the DRP 4 Series 2025 Bonds; UMB Bank, N.A., in its capacity as collateral agent on behalf of itself and the other Secured Parties (in such capacity, together with any permitted successors and assigns, the “Collateral Agent”); UMB Bank, N.A., in its capacity as securities intermediary and account bank (in such capacities, together with any permitted successors and assigns, the “Account Bank”); Deutsche Bank Trust Company Americas, as the Administrative Agent for the Taxable Term Loan, and each other Secured Party (as defined therein) that becomes a party thereto from time to time. Capitalized terms used and not otherwise defined herein have the meanings assigned thereto (whether directly or by reference to another agreement) in the Agreement.

To secure each Repauno Group Member’s obligations with respect to the Secured Obligations, the Repauno Group Members have entered into certain Security Documents, including, but not limited to, the Agreement. A Person shall become a Secured Party under the Agreement by executing and delivering, or upon the execution and delivery by its Secured Debt Representative of, a copy of this Accession Agreement to the Collateral Agent.

This Accession Agreement is being delivered to you pursuant to Section 7.06 of the Agreement. In consideration of the undersigned becoming a Secured Party in accordance with Section 7.06 of the Agreement, by executing and delivering this Accession Agreement the undersigned hereby confirms that from the date of delivery of this Agreement, in accordance with Section 7.06 it shall become a party to the Agreement as a [counterparty to a Permitted Swap Agreement] [Secured Debt Representative] for all purposes thereof. As a party to the Agreement, the undersigned agrees to be bound as a [counterparty to a Permitted Swap Agreement] [Secured Debt Representative] by all of the terms and conditions of the Agreement and the other Security Documents as a [counterparty to a Permitted Swap Agreement] [Secured Debt Representative] for all purposes thereof on the terms set forth therein as fully as if the undersigned had executed and delivered the Agreement as of the date thereof as a [counterparty to a Permitted Swap Agreement] [Secured Debt Representative]. The undersigned agrees to be bound by any amendment, waiver or modification to the Agreement, and any direction issued thereunder, as if a party to the Agreement as a [counterparty to a Permitted Swap Agreement] [Secured Debt Representative] on the date thereof. Furthermore, the undersigned undertakes to perform all obligations of a [counterparty to a Permitted Swap Agreement] [Secured Debt Representative] under the Agreement and the other Security Documents.

The undersigned is duly authorized to execute and deliver this Accession Agreement. The execution by the undersigned of this Accession Agreement shall evidence its consent to and acknowledgment and approval of the terms set forth herein and in the Agreement.

Upon execution of this Accession Agreement, the Agreement shall be deemed to be amended as set forth above. Except as amended herein, the terms and provisions of the Agreement are hereby ratified, confirmed and approved in all respects.

UMB Bank, N.A. is hereby appointed by the undersigned as the Collateral Agent pursuant to the Agreement, and the Collateral Agent is irrevocably authorized and empowered to act as Collateral Agent on behalf of the undersigned under the Agreement.

The provisions of Article XIV of the Agreement will apply with like effect to this Accession Agreement.

For purposes of Section 14.03 of the Agreement, the address and the contact number of the undersigned are as follows:

[address]

Attention: [●]

Email: [●]

Telephone: [●]

IN WITNESS WHEREOF, the undersigned has caused this Accession Agreement to be duly executed as of the date first set forth above.

	[NAME OF ADDITIONAL SECURED PARTY]

	By:
	Name:
	Title:

Acknowledged and agreed:

UMB BANK, N.A.,

not in its individual capacity but solely as

Collateral Agent

By:
	Name:
	Title:

EXHIBIT G
FORM OF REAFFIRMATION AGREEMENT

Reference is made to that certain Collateral Agency, Intercreditor and Accounts Agreement, dated as of May 28, 2025 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and after giving effect to the accession agreement dated as of the date hereof, between [________] and the Collateral Agent, the “Agreement”), among Repauno Financing Holdco LLC, a Delaware limited liability company (“Repauno Holdco”), Delaware River Partners LLC, a Delaware limited liability company (“DRP” and, together with Repauno Holdco, the “Pledgors”); DRP Urban Renewal 1, LLC, a New Jersey limited liability company (“DRP 1”); DRP Urban Renewal 2, LLC, a New Jersey limited liability company (“DRP 2”); DRP Urban Renewal 3, LLC, a New Jersey limited liability company (“DRP 3”); DRP Urban Renewal 4, LLC, a Delaware limited liability company (“DRP 4”); DRP Urban Renewal 5, LLC, a Delaware limited liability company (“DRP 5”, and collectively with DRP, DRP 1, DRP 2, DRP 3, DRP 4, and each other entity other than DRP that is, as of the date hereof, or thereafter becomes, a direct or indirect subsidiary of either of the Pledgors, the “Repauno Entities”; and the Repauno Entities, collectively with Repauno Holdco, the “Repauno Group”, and each a “Repauno Group Member”); UMB Bank, N.A., in its capacity as the Bond Trustee on behalf of the Owners of the DRP 4 Series 2025 Bonds; UMB Bank, N.A., in its capacity as collateral agent on behalf of itself and the other Secured Parties (in such capacity, together with any permitted successors and assigns, the “Collateral Agent”); UMB Bank, N.A., in its capacity as securities intermediary and account bank (in such capacities, together with any permitted successors and assigns, the “Account Bank”); Deutsche Bank Trust Company Americas, as the Administrative Agent for the Taxable Term Loan, and each other Secured Party (as defined therein) that becomes a party thereto from time to time. Capitalized terms used and not otherwise defined herein have the meanings assigned thereto (whether directly or by reference to another agreement) in the Agreement.

This Reaffirmation Agreement is being executed and delivered as of [date] in connection with Additional Senior Indebtedness incurred as of even date herewith and an Accession Agreement of even date herewith. [Insert Applicable Repauno Entity] hereby designates the New Debt (as defined below) as Additional Senior Indebtedness entitled to the benefit of the Agreement. Pursuant to the Accession Agreement, [name of new Secured Debt Representative] (the “New Representative”), among other things, has agreed to become bound by all terms of the Agreement and has reaffirmed and appointed UMB Bank, N.A. as the Collateral Agent for the benefit of the applicable Additional Senior Indebtedness Holders, the other Secured Parties, and the successors and assigns of each of the foregoing.

Each Repauno Group Member hereby consents to the designation of the additional obligations owed pursuant to that certain [describe loan agreement or other debt document including date and parties] (the “New Debt”) as Additional Senior Indebtedness and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of the Agreement and the other Security Documents, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each Secured Obligation Document to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such Additional Senior Indebtedness shall be entitled to all of the benefits of such Secured Obligation Documents.

To secure the prompt and complete payment, performance and observance of all of the Secured Obligations (and, in any event, the New Debt) and all amendments, modifications, and supplements thereto and renewals, extensions, restructurings and refinancings thereof, (i) each Repauno Entity does hereby grant and pledge to the Collateral Agent, for the benefit of the Secured Parties, a continuing first-priority security interest in all of such Repauno Entity’s estate, right, title and interest in, to and under all of the Grantor Collateral (as defined in the Security Agreement), whether now owned or hereafter existing or acquired and (ii) each Pledgor, as collateral security for the payment in full (whether at stated maturity, upon acceleration or otherwise) and performance of any and all of the Secured Obligations, does hereby confirm and hereby collaterally assign, pledge and grant to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of its right, title and interest in, to and under the Pledged Collateral (as defined in the Pledge Agreement), whether now owned or hereafter acquired or coming into existence. In addition, the undersigned hereby authorizes the filing of, and agrees to file, financing statements and/or amendments to financing statements in any jurisdiction and with any filing office. Each Repauno Entity agrees that such financing statements may describe the Grantor Collateral in the same manner as described in the Security Agreement or as “all assets” or “all personal property”, whether now owned or in the future acquired by each Repauno Entity and whether now existing or in the future coming into existence and wherever located or words of similar meaning or such other description as the Collateral Agent determines is necessary or advisable. The provisions of Article XIV of the Agreement will apply with like effect to this Reaffirmation Agreement.

IN WITNESS WHEREOF, each of the undersigned has caused this Reaffirmation Agreement to be duly executed as of the date written above.

	REPAUNO FINANCING HOLDCO LLC,
	a Delaware limited liability company

	By:
	Name:
	Title:

	DELAWARE RIVER PARTNERS LLC,
	a Delaware limited liability company

	By:
	Name:
	Title:

	DRP URBAN RENEWAL 1 LLC,
	a New Jersey limited liability company

	By:
	Name:
	Title:

	DRP URBAN RENEWAL 2 LLC,
	a New Jersey limited liability company

	By:
	Name:
	Title:

	DRP URBAN RENEWAL 3 LLC,
	a New Jersey limited liability company

	By:
	Name:
	Title:

	DRP URBAN RENEWAL 4 LLC,
	a Delaware limited liability company

	By:
	Name:
	Title:

	DRP URBAN RENEWAL 5 LLC,
	a Delaware limited liability company

	By:
	Name:
	Title:

Acknowledged and agreed:
UMB BANK, N.A.,
not in its individual capacity but
solely as Collateral Agent

By:
	Name:
	Title:

Acknowledged and agreed:
[ADDITIONAL SECURED DEBT
REPRESENTATIVE]

By:
	Name:
	Title:

EXHIBIT H
FORM OF MORTGAGE MODIFICATION CERTIFICATE

Date: [●]

UMB Bank, N.A.

5555 San Felipe Street, Suite 870

Houston, Texas 77056

Attention: Jully Jiang

Telephone: (713) 300-0590

Email: [email protected]

Re: DRP Urban Renewal Project

Ladies and Gentlemen:

Reference is made to that certain Collateral Agency, Intercreditor and Accounts Agreement, dated as of May 28, 2025 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Collateral Agency Agreement”), among Repauno Financing Holdco LLC, a Delaware limited liability company (“Repauno Holdco”), Delaware River Partners LLC, a Delaware limited liability company (“DRP” and, together with Repauno Holdco, the “Pledgors”); DRP Urban Renewal 1, LLC, a New Jersey limited liability company (“DRP 1”); DRP Urban Renewal 2, LLC, a New Jersey limited liability company (“DRP 2”); DRP Urban Renewal 3, LLC, a New Jersey limited liability company (“DRP 3”); DRP Urban Renewal 4, LLC, a Delaware limited liability company (“DRP 4”); DRP Urban Renewal 5, LLC, a Delaware limited liability company (“DRP 5”, and collectively with DRP, DRP 1, DRP 2, DRP 3, DRP 4, and each other entity other than DRP that is, as of the date hereof, or thereafter becomes, a direct or indirect subsidiary of either of the Pledgors, the “Repauno Entities”; and the Repauno Entities, collectively with Repauno Holdco, the “Repauno Group”, and each a “Repauno Group Member”); UMB Bank, N.A., in its capacity as the Bond Trustee on behalf of the Owners of the DRP 4 Series 2025 Bonds; UMB Bank, N.A., in its capacity as collateral agent on behalf of itself and the other Secured Parties (in such capacity, together with any permitted successors and assigns, the “Collateral Agent”); UMB Bank, N.A., in its capacity as securities intermediary and account bank (in such capacities, together with any permitted successors and assigns, the “Account Bank”); Deutsche Bank Trust Company Americas, as the Administrative Agent for the Taxable Term Loan, and each other Secured Party (as defined therein) that becomes a party thereto from time to time. Capitalized terms used and not otherwise defined herein have the meanings assigned thereto (whether directly or by reference to another agreement) in the Collateral Agency Agreement.

This certificate (this “Mortgage Modification Certificate”) is delivered to you in connection with Section 13.01(b) of the Collateral Agency Agreement and Section [●] of the Mortgage attached hereto as Exhibit A. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Mortgage.

The transaction relating to the requested Mortgage Modification is described on Exhibit B attached hereto.

The requested Mortgage Modification is attached hereto as Exhibit C.

That such Mortgage Modification (x) will not materially adversely affects the rights of the Secured Parties and (y) is authorized as permitted by Section 13.01(b)[__].

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned, a Responsible Officer of [Insert Applicable Repauno Entity], has duly executed and delivered this Mortgage Amendment Certificate as of the date first written above.

	[Insert Applicable Repauno Entity],
	a [__]

	By:
	Name:
	Title:

EXHIBIT I
FORM OF CONSTRUCTION ACCOUNT WITHDRAWAL CERTIFICATE

Requisition No. [●]

UMB Bank, N.A.

5555 San Felipe Street, Suite 870

Houston, Texas 77056

Attention: Jully Jiang

Telephone: (713) 300-0590

Email: [email protected]

Ladies and Gentlemen:

Reference is made to that certain Collateral Agency, Intercreditor and Accounts Agreement, dated as of May 28, 2025 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Collateral Agency Agreement”), among Repauno Financing Holdco LLC, a Delaware limited liability company (“Repauno Holdco”), Delaware River Partners LLC, a Delaware limited liability company (“DRP” and, together with Repauno Holdco, the “Pledgors”); DRP Urban Renewal 1, LLC, a New Jersey limited liability company (“DRP 1”); DRP Urban Renewal 2, LLC, a New Jersey limited liability company (“DRP 2”); DRP Urban Renewal 3, LLC, a New Jersey limited liability company (“DRP 3”); DRP Urban Renewal 4, LLC, a Delaware limited liability company (“DRP 4”); DRP Urban Renewal 5, LLC, a Delaware limited liability company (“DRP 5”, and collectively with DRP, DRP 1, DRP 2, DRP 3, DRP 4, and each other entity other than DRP that is, as of the date hereof, or thereafter becomes, a direct or indirect subsidiary of either of the Pledgors, the “Repauno Entities”; and the Repauno Entities, collectively with Repauno Holdco, the “Repauno Group”, and each a “Repauno Group Member”); UMB Bank, N.A., in its capacity as the Bond Trustee on behalf of the Owners of the DRP 4 Series 2025 Bonds; UMB Bank, N.A., in its capacity as collateral agent on behalf of itself and the other Secured Parties (in such capacity, together with any permitted successors and assigns, the “Collateral Agent”); UMB Bank, N.A., in its capacity as securities intermediary and account bank (in such capacities, together with any permitted successors and assigns, the “Account Bank”); Deutsche Bank Trust Company Americas, as the Administrative Agent for the Taxable Term Loan, and each other Secured Party (as defined therein) that becomes a party thereto from time to time. Capitalized terms used and not otherwise defined herein have the meanings assigned thereto (whether directly or by reference to another agreement) in the Collateral Agency Agreement.

[On behalf of [Insert Applicable Repauno Entity], I hereby requisition, pursuant to Section [5.04(c)][5.04(e)] of the Collateral Agency Agreement, from the [applicable sub-account of the Debt Proceeds Sub-Account][Equity Contribution Sub-Account][Other Proceeds Sub-Account] of the Construction Account the sums identified in Exhibit A attached hereto to be paid to the persons listed in Exhibit A, in the amounts and at the addresses and for the purposes set forth therein.]

[[If the Final Substantial Completion Date has occurred] On behalf of [Insert Applicable Repauno Entity], I hereby requisition, pursuant to Section [5.04(h)] of the Collateral Agency Agreement, from the Construction Account any funds remaining on deposit in the Construction Account or any sub-account thereof to be paid as specified in Exhibit A, in the amounts and for the purposes set forth therein. DRP hereby certifies that (x) the Final Substantial Completion Date has occurred and (y) this requisition is made in full compliance with Section 5.04(h) of the Collateral Agency Agreement.]

Invoices or other appropriate evidence of the incurrence of each obligation described in Exhibit A are attached hereto and on file with [Insert Applicable Repauno Entity].

I hereby certify that:

(a) This is requisition number [●] and such requisition requisitions funds from the [applicable sub-account of the Debt Proceeds Sub-Account][Equity Contribution Sub-Account][Other Proceeds Sub-Account] of the Construction Account created by the Collateral Agency Agreement.

(b) The requested date of disbursement of funds under this requisition number [●] is [date].

(c) The name(s), address(es) and wire instruction(s), as applicable, of the person(s), firm(s), account(s) or corporation(s) to whom payment is due are reflected on Exhibit A attached hereto.

(d) The total amount to be disbursed from the [applicable sub-account of the Debt Proceeds Sub-Account][Equity Contribution Sub-Account][Other Proceeds Sub-Account] pursuant to this requisition is $[●].

(e) The purpose(s) (in reasonable detail) of the payment (and if payee is [Insert Applicable Repauno Entity] for reimbursement of certain Project Costs previously paid by [Insert Applicable Repauno Entity], the basis for the reimbursement)² is as set forth on Exhibit A hereto.

(f) As of the date of this requisition and the proposed disbursement date, the conditions to disbursements set forth in Section [5.04(c)][5.04(e)] of the Collateral Agency Agreement have been satisfied.

(g) As of the date of this requisition, the work on the Project performed has been performed generally consistent with the terms of the Transaction Documents and such amount does not exceed the amount of Project Costs due and payable or which are due and payable within 30 days of the requested disbursement date.

² Funds may also be used to pay interest on the applicable Bonds upon written request of the applicable Bond Trustee solely after all funds available for such payments in the Tax-Exempt Funded Interest Sub-Account have been used

(h) [After giving effect to this requisition, the Substantial Completion Date for the construction project components of the applicable Project is reasonably expected to be achieved on or prior to the applicable Substantial Completion Deadline [with funds on deposit in the Construction Account together with cash on-hand or available from committed sources]³] OR [[Upon a determination that the Substantial Completion Date for such Project will not occur on or before the Substantial Completion Deadline for such Project], [As of the date of this requisition, we have submitted to the Technical Advisor a satisfactory remediation plan demonstrating that the applicable Substantial Completion Date can be achieved on or before the applicable Extended Substantial Completion Deadline, and the Technical Advisor has delivered to the Collateral Agent a duly executed Technical Advisor Certificate (attached hereto) in the form attached to the Collateral Agency Agreement as Exhibit J] / [[Insert Applicable Repauno Entity] is able to satisfy its obligations to customers in all material respects under then-existing commercial contracts using assets or equipment previously constructed, and in commercial operation] and the Technical Advisor has delivered to the Collateral Agent a duly executed Technical Advisor Certificate (attached hereto) in the form attached to the Collateral Agency Agreement as Exhibit J.

(i) The amounts requisitioned in this requisition have been incurred in connection with the planning, design, developing, equipping, renovating, financing and construction and placing into service of the Project. Each item is a Project Cost and a proper charge against the applicable sub-account from which such amounts are being drawn. Such amounts have not been the basis for a prior requisition that has been paid.

(j) All amounts previously drawn for the payment or reimbursement of Project Costs through the procedures set forth in Section 5.04 of the Collateral Agency Agreement have been fully applied and have been applied solely to pay or reimburse Project Costs.

(k) No Potential Secured Obligation Event of Default or Secured Obligation Event of Default has occurred and is continuing (unless such disbursement will cure such Potential Secured Obligation Event of Default or Secured Obligation Event of Default) or will occur as a result of the disbursement.

(l) As of the date of this requisition, the representations and warranties given by [Insert Applicable Repauno Entity] under the Financing Obligation Documents are true and correct in all material respects, except to the extent such representations or warranties specifically refer to an earlier date, in which case it shall be true and correct in all material respects as of such date.

(m) As of the date of this requisition, copies of all documentation, reports and affidavits, in each case as required to be delivered to [Insert Applicable Repauno Entity] pursuant to the [applicable Issuer Lease Agreement or other Financing Obligation Document], have been delivered to the Collateral Agent

(n) As of the date of this requisition, no Bankruptcy Event with respect to any Repauno Group Member has occurred and is continuing;

³ Include if this Certificate is with respect to a disbursement to fund the Project.

(n) [If amounts are requested to be disbursed from the applicable sub-account of the Debt Proceeds Sub-Account or the Equity Contribution Sub-Account] Amounts to be disbursed from the applicable sub-account of the Debt Proceeds Sub-Account or the Equity Contribution Sub-Account pursuant to this requisition will not be used to acquire any building or facility that will be, during the term of any issued Bonds, used by, occupied by, leased to or paid for by any state, county, or municipal agency or entity, other than amounts to be disbursed in connection with the transactions contemplated by this Agreement or any other Financing Document;.

(o) The funds being requisitioned will be used as represented and warranted in the applicable Issuer Lease Agreement or other Financing Obligation Document and to the extent applicable as stated in any Federal Tax Certificate and shall comply with any requirements related to an Issuer’s Affirmative Action Program and Prevailing Wage Rate Provisions in accordance with, and as defined under, the applicable Issuer Lease Agreement.

(p) Attached hereto are all unconditional lien releases and waivers for all past Construction Account Withdrawal Certificates, in each case, from each Contractor that has timely filed a notice to owner sufficient to perfect such Contractor’s right to a lien in compliance with all applicable Laws and have not previously been delivered to the Collateral Agent, in each case, other than with respect to Permitted Security Interests.

(q) All Governmental Approvals necessary to perform the work for which Project Costs are being requested pursuant to this requisition have been obtained and maintained or, if customary to obtain the same at a later date, shall be reasonably expected to be obtained and maintained as and when required under applicable Law and under the Transaction Documents, except where failure to obtain or maintain such Governmental Approval would not reasonably be expected to have a Material Adverse Effect.

[(s) The amounts requested for disbursement from the Other Proceeds Sub-Account constitute solely the proceeds of Additional Senior Indebtedness.]

Date of Requisition: [●]

	[Insert Applicable Repauno Entity],
	a [__]

	By:
	Name:
	Title:

Exhibit A to Requisition

[Applicable Sub-Account of the Debt Proceeds Sub-Account] in Construction Account

Payee

Amount

Purpose

Address/Wiring

Instructions

Equity Contribution Sub-Account in Construction Account

Payee

Amount

Purpose

Address/Wiring

Instructions

Other Proceeds Sub-Account in Construction Account

Payee

Amount

Purpose

Address/Wiring

Instructions

EXHIBIT J
FORM OF TECHNICAL ADVISOR CERTIFICATE

UMB Bank, N.A.

5555 San Felipe Street, Suite 870

Houston, Texas 77056

Attention: Jully Jiang

Telephone: (713) 300-0590

Email: [email protected]

Ladies and Gentlemen:

Any capitalized term used herein but not defined in this Certificate shall have the respective meanings assigned to such terms in that certain Collateral Agency Agreement (as defined in the attached Requisition No. [●]; the “Requisition”).

We hereby certify that [the Substantial Completion Date for the construction project components of the applicable Project is reasonably expected to be achieved on or prior to its applicable the Substantial Completion Deadline with funds on deposit in the Construction Account together with cash on-hand or available from committed sources. Each construction project component of the applicable Project is on budget and the capital budget for the construction thereof is in balance and will remain in balance after the disbursement described in the Requisition]⁴ [we are satisfied that [Insert Applicable Repauno Entity]’s remediation plan demonstrates that the Substantial Completion Date for each construction project component can be achieved on or prior to the applicable Extended Substantial Completion Deadline] [and we are reasonably satisfied that [Insert Applicable Repauno Entity] is able to satisfy its obligations to customers in all material respects under then-existing commercial contracts using assets or equipment previously constructed, and in commercial operation].

Date: [●]


Authorized Representative of the Technical Advisor

⁴ Include if the Requisition is with respect to a disbursement to fund the Project.

EXHIBIT K
FORM OF EQUITY TRANSFER CERTIFICATE

Equity Transfer Certificate No. [●]

EQUITY TRANSFER CERTIFICATE

Date: [●]

Date of Requested Transfer: [●]

UMB Bank, N.A.

5555 San Felipe Street, Suite 870

Houston, Texas 77056

Attention: Jully Jiang

Telephone: (713) 300-0590

Email: [email protected]

Re: DRP Urban Renewal Project

Ladies and Gentlemen:

Reference is made to that certain Collateral Agency, Intercreditor and Accounts Agreement, dated as of May 28, 2025 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Collateral Agency Agreement”), among Repauno Financing Holdco LLC, a Delaware limited liability company (“Repauno Holdco”), Delaware River Partners LLC, a Delaware limited liability company (“DRP” and, together with Repauno Holdco, the “Pledgors”); DRP Urban Renewal 1, LLC, a New Jersey limited liability company (“DRP 1”); DRP Urban Renewal 2, LLC, a New Jersey limited liability company (“DRP 2”); DRP Urban Renewal 3, LLC, a New Jersey limited liability company (“DRP 3”); DRP Urban Renewal 4, LLC, a Delaware limited liability company (“DRP 4”); DRP Urban Renewal 5, LLC, a Delaware limited liability company (“DRP 5”, and collectively with DRP, DRP 1, DRP 2, DRP 3, DRP 4, and each other entity other than DRP that is, as of the date hereof, or thereafter becomes, a direct or indirect subsidiary of either of the Pledgors, the “Repauno Entities”; and the Repauno Entities, collectively with Repauno Holdco, the “Repauno Group”, and each a “Repauno Group Member”); UMB Bank, N.A., in its capacity as the Bond Trustee on behalf of the Owners of the DRP 4 Series 2025 Bonds; UMB Bank, N.A., in its capacity as collateral agent on behalf of itself and the other Secured Parties (in such capacity, together with any permitted successors and assigns, the “Collateral Agent”); UMB Bank, N.A., in its capacity as securities intermediary and account bank (in such capacities, together with any permitted successors and assigns, the “Account Bank”); Deutsche Bank Trust Company Americas, as the Administrative Agent for the Taxable Term Loan, and each other Secured Party (as defined therein) that becomes a party thereto from time to time.

The undersigned is a Responsible Officer of [Insert Applicable Repauno Entity] and is delivering this certificate (this “Equity Transfer Certificate”) pursuant to Section 5.04(d) the Collateral Agency Agreement.

In accordance with Section 5.04(d) of the Collateral Agency Agreement, we request that the Collateral Agent transfer $[●] from the [Equity Contribution Sub-Account] [Other Proceeds Sub-Account] to the [Equity Contribution Sub-Account] [Other Proceeds Sub-Account] on [date]. [DRP hereby certifies that (x) such funds constitute proceeds of [an Additional Equity Contribution] [Additional Senior Indebtedness] [Permitted Subordinated Debt] and (y) this transfer is in compliance with all applicable Financing Obligation Documents.]

* * *

IN WITNESS WHEREOF, the undersigned, a Responsible Officer of [Insert Applicable Repauno Entity], has duly executed and delivered this Equity Transfer Certificate as of the date first written above.

	[Insert Applicable Repauno Entity],
	a [__]

	By:
	Name:
	Title:

EXHIBIT L
FORM OF ACKNOWLEDGEMENT OF COLLATERAL ASSIGNMENT

[Insert Contractor] acknowledges and agrees that [Insert Applicable Repauno Entity] has collaterally assigned all of its right, title and interest in and to this [Insert Contract] to UMB Bank, N.A., or its successors or assigns (the “Collateral Agent”), as collateral agent pursuant to a certain Security Agreement, dated as of [●], 2025 (as may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among [Insert Applicable Repauno Entity], the Collateral Agent and certain other parties party thereto. [Insert Contractor] shall, upon giving [Insert Applicable Repauno Entity] notice of any [Insert Applicable Repauno Entity] default hereunder, at the same time give a copy of such notice to the Collateral Agent, and no notice to [Insert Applicable Repauno Entity] of any [Insert Applicable Repauno Entity] default hereunder shall be deemed to be duly given unless and until a copy thereof shall have been so given to the Collateral Agent. The Collateral Agent, or its designee, may (but shall not be obligated to) cure any such [Insert Applicable Repauno Entity] default within thirty (30) days after the date of such notice; or, if such [Insert Applicable Repauno Entity] default cannot reasonably be cured by the Collateral Agent within such 30-day period, within such longer period of time not to exceed ninety (90) days as is reasonably necessary to effect such cure (“Cure Period”), provided that Collateral Agent (a) notifies [Insert Contractor] of its intent to cure such [Insert Applicable Repauno Entity] default and commences action to cure such [Insert Applicable Repauno Entity] default within such initial 30-day period and (b) thereafter proceeds to cure such [Insert Applicable Repauno Entity] default with reasonable diligence. In that event, [Insert Contractor] shall accept such performance as if the same were done by [Insert Applicable Repauno Entity]. This [Insert Contract] shall not be terminated by [Insert Contractor] during any period in which the Collateral Agent is entitled to attempt, and is attempting, to cure a default, in each case, during the Cure Period. Should the Collateral Agent or its designee succeed to [Insert Applicable Repauno Entity]’s rights hereunder, [Insert Contractor] will thereafter tender performance of this [Insert Contract] to the Collateral Agent or its designee, in which event, the Collateral Agent or such designee shall assume all of the obligations of [Insert Applicable Repauno Entity] under this [Insert Contract] arising from and after the date the Collateral Agent or its designee succeeds to [Insert Applicable Repauno Entity]’s rights hereunder.

[Insert Contractor] hereby consents to the collateral assignment under the Security Agreement of all of [Insert Applicable Repauno Entity]’s right, title and interest in, to and under this [Insert Contract], including, without limitation, all of [Insert Applicable Repauno Entity]’s rights to receive payment and all payments due and to become due to [Insert Applicable Repauno Entity] under or with respect to this [Insert Contract] (collectively, the “Assigned Interests”) and acknowledges the right of the Collateral Agent, in the exercise of the Collateral Agent’s rights and remedies pursuant to the Security Agreement and the other Financing Documents, upon written notice to [Insert Contractor], to make all demands, give all notices, take all actions and exercise all rights of [Insert Applicable Repauno Entity] under this [Insert Contract] (including, without limitation, subsequent assignments of this [Insert Contract] or the Assigned Interests). [Insert Contractor] shall pay all amounts (if any) payable by it under this [Insert Contract] in the manner and as and when required by this [Insert Contract] directly into the account specified by the Collateral Agent, or to such other person, entity or different account as shall be specified from time to time by the Collateral Agent to [Insert Contractor] in writing. All payments required to be made by [Insert Contractor] under this [Insert Contract] shall be made without any offset, recoupment, abatement, withholding, reduction or defense whatsoever, other than those explicitly allowed by the terms of this [Insert Contract]. In the event that this [Insert Contract] is rejected or terminated as a result of any bankruptcy, insolvency, reorganization or similar proceeding affecting [Insert Applicable Repauno Entity], [Insert Contractor] shall, at the option of the Collateral Agent exercised within 60 days after the Collateral Agent’s actual knowledge of such rejection or termination, enter into a new agreement with the Collateral Agent having identical terms as this [Insert Contract] (subject to any conforming changes necessitated by the substitution of parties and other changes as the parties may mutually agree).

	[Insert Contractor],

	By:
	Name:
	Title:

ATTACHMENT A

CLOSING DATE PERMITTED INDEBTEDNESS

[Omitted]

ATTACHMENT B

MATERIAL PROJECT CONTRACTS

[Omitted]

Exhibit 10.2

Execution Version

NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY

AND

DRP URBAN RENEWAL 4, LLC

LEASE AGREEMENT

Dated May 28, 2025

The interest of the New Jersey Economic Development Authority in the Company Sublease (as defined herein) and all amounts receivable under this Lease Agreement (except the Payment Rights (as defined herein) of the New Jersey Economic Development Authority, the right of the Authority, at its option, to enforce its Reserved Rights (as defined herein), without limiting the right of the Trustee (as defined herein) with respect thereto and the concurrent right of the Authority to receive any and all notices, reports, surveys, certificates and evidences of performance which the Company may be required to furnish pursuant to the terms of this Lease Agreement) has been assigned to the Trustee under the Indenture of Trust dated May 28, 2025 between the New Jersey Economic Development Authority and the Trustee; provided, however that the Authority has not assigned to the Trustee the right to grant or withhold consent pursuant to Sections 7.11 and 7.15 of this Lease Agreement or the additional remedies set forth in Section 10.03 of this Lease Agreement; and provided further that, other than any rights of the Trustee or the Collateral Agent pursuant to the Secured Obligation Documents, no Property Interests (as defined herein) have been pledged, assigned or granted.

TABLE OF CONTENTS

		PAGE

ARTICLE I	DEFINITIONS	4

Section 1.01.	Defined Terms and Incorporation of Definitions by Reference	4
Section 1.02.	Construction of Terms	11

ARTICLE II	LEASE TERMS	12

Section 2.01.	Grant of Authority Sublease and Company Sublease	12
Section 2.02.	Term of this Agreement	13
Section 2.03.	Mortgage Provisions	14

ARTICLE III	RENTAL PROVISIONS	16

Section 3.01.	Assignment to Trustee	16
Section 3.02.	Rental Payments	16
Section 3.03.	Additional Amounts Payable by the Company	17
Section 3.04.	Payments Unconditional; No Defense or Set-Off	18
Section 3.05.	Limitation of Liability	18
Section 3.06.	Nature of Obligations Hereunder	18

ARTICLE IV	PREPAYMENT	19

Section 4.01.	Prepayment	19
Section 4.02.	Notice of Prepayment	19
Section 4.03.	Redemption or Repurchase of Bonds with Advance Rental Payments	19

ARTICLE V	COMPLETION OF THE PROJECT; APPLICATION OF BOND PROCEEDS	20

Section 5.01.	Construction of Series 2025 Facilities; Payment of Cost of Project	20
Section 5.02.	The Company Required to Pay if Bond Proceeds Insufficient	21
Section 5.03.	Governmental Approvals	21
Section 5.04.	Completion of Project	21
Section 5.05.	Agreement to Issue Series 2025 Bonds; Application of Proceeds of the Series 2025 Bonds	21
Section 5.06.	Agreement Not to Change the Project	21
Section 5.07.	Title to Series 2025 Facilities, including any Personal Property, Financed with Proceeds of the Series 2025 Bonds	21

ARTICLE VI	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	22

Section 6.01.	Organization, Powers, Etc	22
Section 6.02.	Execution of Documents	22
Section 6.03.	Accuracy and Completeness of Disclosure	22

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Section 6.04.	Litigation	23
Section 6.05.	No Material Adverse Change	23
Section 6.06.	Project Authorized by Act	23
Section 6.07.	Ground Lease	23
Section 6.08.	Tax Status of Series 2025 Bonds	23
Section 6.09.	No Federal Guarantee	23
Section 6.10.	Necessary Approvals	24
Section 6.11.	Inducement	24
Section 6.12.	Affirmative Action and Prevailing Wage	24
Section 6.13.	Compliance with Applicable Laws	24
Section 6.14.	Business Treatment of Cannabis Establishments, Distributers, and Delivery Services	24

ARTICLE VII	COVENANTS OF THE COMPANY	25

Section 7.01.	Condition of Terminal	25
Section 7.02.	Compliance with Laws	26
Section 7.03.	Certain Covenants with Respect to the Ground Lease	26
Section 7.04.	Tax Covenants	26
Section 7.05.	Inspection	30
Section 7.06.	Public Purpose Covenants	30
Section 7.07.	Disposition of Series 2025 Facilities, including any Personal Property; Options upon Retirement of All Bonds	30
Section 7.08.	Certificates of No Default and Other Information	31
Section 7.09.	Costs and Expenses	31
Section 7.10.	Indemnification	32
Section 7.11.	Maintain Existence; Covenant Against Sale and Removal	33
Section 7.12.	Certain Acknowledgments	34
Section 7.13.	Prohibited Facilities	34
Section 7.14.	Books and Records	34
Section 7.15.	No Assignment by the Company	34
Section 7.16.	Qualified Exempt Facility	36
Section 7.17.	Compliance with Authority Requests	36
Section 7.18.	Secondary Market Disclosure	36
Section 7.19.	Project Occupant Applications	36
Section 7.20.	Project Sign	36
Section 7.21.	Advances by Authority	36
Section 7.22.	Financing Statements	37
Section 7.23.	Construction	37
Section 7.24.	Affirmative Action and Prevailing Wage Regulations; Completion Date	37
Section 7.25.	Reserved	39
Section 7.26.	Representation Letter	40
Section 7.27.	Relocation of the Series 2025 Facilities	40
Section 7.28.	No Untrue Statements	40
Section 7.29.	Fiduciary Indemnity	40
Section 7.30.	Company’s Irrevocable Waiver with Respect to Depreciation and Investment Tax Credit	40

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Section 7.31.	Taxes	41
Section 7.32.	Environmental Matters	41

ARTICLE VIII	REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AUTHORITY	47

Section 8.01.	Organization, Powers, Etc	47
Section 8.02.	Approval of Bond Issuance, Etc	47
Section 8.03.	No Assignment by the Authority	48
Section 8.04.	Findings and Determinations	49
Section 8.05.	Tax‑Exemption Covenant	49
Section 8.06.	Right or Responsibility for Leased Premises	50
Section 8.07.	Limitation on Interests, Rights and Remedies	50

ARTICLE IX	INSURANCE REQUIREMENTS, DAMAGE, DESTRUCTION, CONDEMNATION AND OTHER PAYMENTS	51

Section 9.01.	Property Insurance Required	51
Section 9.02.	Liability Coverages Required	51
Section 9.03.	General Insurance Provisions	51
Section 9.04.	Damage, Destruction or Condemnation	52

ARTICLE X	DEFAULTS AND REMEDIES	54

Section 10.01.	Events of Default	54
Section 10.02.	Remedies	55
Section 10.03.	Additional Authority Remedies on Default	56
Section 10.04.	Service of Process	57
Section 10.05.	No Remedy Exclusive	57
Section 10.06.	Agreement to Pay Attorneys’ Fees and Expenses	57
Section 10.07.	No Waiver Implied	57
Section 10.08.	Default by Authority - Limited Liability	58
Section 10.09.	No Obligation or Right to Re-Let	58

ARTICLE XI	MISCELLANEOUS	59

Section 11.01.	Notices	59
Section 11.02.	Survival of Covenants - Concerning Successors and Assigns	59
Section 11.03.	Governing Law	60
Section 11.04.	Modifications in Writing	60
Section 11.05.	Captions	60
Section 11.06.	Severability	60
Section 11.07.	Prior Agreements Superseded	60
Section 11.08.	Counterparts	60
Section 11.09.	Concurrent Ability of the Trustee to Exercise Reserved Rights; Survival of Authority Reserved Rights	60
Section 11.10.	Authorized Company Representative	61
Section 11.11.	Intention of Parties	61

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Section 11.12.	Company to Perform Certain Covenants Under Indenture	61
Section 11.13.	Amendments to Law	61
Section 11.14.	Right to Cure Defaults Under Indenture	61
Section 11.15.	No Merger or Washout of this Agreement	61
Section 11.16.	Application of New Jersey Contractual Liability Act	62
Section 11.17.	No Obligation to Act	62
Section 11.18.	Third-Party Beneficiary; No Imposition of Liability	62
Section 11.19.	New Jersey Conflicts of Interest Law	62


SCHEDULE A	Schedule A-1
SCHEDULE B	Schedule B-1
SCHEDULE C	Schedule C-1
EXHIBIT A – IRREVOCABLE ELECTION	A-1
EXHIBIT B – TAX COMPLETION CERTIFICATE	B-1
EXHIBIT C – ANNUAL COMPLIANCE CERTIFICATE AS TO TAX COVENANTS	C-1

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LEASE AGREEMENT

THIS LEASE AGREEMENT is made May 28, 2025 (this “Agreement”) between NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY (the “Authority”), a public body corporate and politic duly organized and existing under the laws of the State of New Jersey and DRP URBAN RENEWAL 4, LLC (the “Company”), a limited liability company duly organized and existing under the laws of the State of Delaware and qualified to do business in the State of New Jersey.

W I T N E S S E T H:

WHEREAS, the New Jersey Economic Development Authority Act, constituting Chapter 80 of the Pamphlet Laws of 1974 of the State of New Jersey, approved August 7, 1974, as amended and supplemented prior to the date hereof (the “Act”), declares that the Legislature has determined that Department of Commerce and Economic Development statistics of recent years indicate a continuing decline in manufacturing employment within the State of New Jersey (the “State”) which is a contributing factor to the drastic unemployment existing within the State, which far exceeds the national average, thus adversely affecting the economy of the State and the prosperity, safety, health and general welfare of its inhabitants and their standard of living; and that the availability of financial assistance and suitable facilities are important inducements to new and varied employment promoting enterprises to locate in the State, and to existing enterprises to remain and expand in the State; and

WHEREAS, the Authority was created to aid in remedying the aforesaid conditions and further to implement the purposes of the Act, and the Legislature has determined and declared as a matter of express legislative determination that the authority and powers conferred upon the Authority under the Act and the expenditure of moneys pursuant thereto constitutes a serving of a valid public purpose and that the enactment of the provisions set forth in the Act is in the public interest and for the public benefit and good; and

WHEREAS, the Authority, to accomplish the purposes of the Act, is empowered to extend credit or make loans to any person for the planning, designing, acquiring, constructing, reconstructing, improving, equipping and furnishing of a project for which credits or loans may be secured by loan agreements, security agreements, mortgages, leases, contracts and any other instruments, upon such terms and conditions as the Authority shall deem reasonable, and to require the inclusion in any loan agreement, security agreement, mortgage, lease, contract, and any other instrument, such provisions for the construction, use, operation and maintenance and financing of a project as the Authority may deem necessary or desirable and to enter into contracts with respect to the planning, designing, financing, constructing, reconstructing, improving, equipping, furnishing, operating and maintaining of a project, for such consideration and upon such terms and conditions as the Authority may determine to be reasonable; and

WHEREAS, Delaware River Partners LLC, a Delaware limited liability company and the indirect parent of the Company (“DRP”), and the Company have determined to finance a project (the “Project”) consisting of: (i) the expansion, renovation, construction and/or equipping of certain dock and dock-related facilities at the Repauno Port & Rail Terminal (the “Terminal”), a port and rail terminal located on a brownfield site within DRP’s approximately 1,630-acre property in Gibbstown, New Jersey, located in the Township of Greenwich, County of Gloucester, New Jersey of which property approximately 18.5 acres is to be so improved, including the expansion, renovation, construction and/or equipping of (a) two new loading arms and related facilities at the Terminal dock; (b) a functionally related new above-ground cryogenic tank for storing bulk liquid products at very low temperatures, together with associated product chilling facilities; (c) new piping and related facilities connecting the cryogenic tank facilities to the new liquids dock facilities, and connecting the new system with the other Terminal facilities; and (d) facilities ancillary to the foregoing (collectively, the “Series 2025 Facilities”); (ii) paying certain costs incurred in connection with the issuance of the Series 2025 Bonds (as hereinafter defined); (iii) funding a deposit into the Series 2025 Debt Service Reserve Account securing the payment of principal and interest on the Series 2025 Bonds; (iv) funding a deposit into the Tax-Exempt Funded Interest Account (established under, and as defined in, the Collateral Agency Agreement) to pay interest during the construction of the Series 2025 Facilities; and (v) funding a deposit into the Ramp-Up and Project Operating Reserve Account (established under, and as defined in, the Collateral Agency Agreement) to pay Costs of the Project or O&M Expenditures (as defined in the Collateral Agency Agreement) in connection with the anticipated ramp-up of operations of the Series 2025 Facilities and with facilities functionally-related and subordinate to such Series 2025 Facilities; and

WHEREAS, the Series 2025 Facilities are to be located on the Series 2025 Facilities Land (as defined herein); and

WHEREAS, pursuant to an Amended and Restated Ground Lease Agreement between DRP, as lessor, and the Company, as lessee, dated on even date herewith (as amended from time to time, the “Ground Lease”), DRP has granted certain rights and interests to the Company in respect of the Series 2025 Facilities Land, including a leasehold interest in the Cryo Site (as defined herein) together with the associated Land Rights (as defined herein); and

WHEREAS, the Company desires to sublease the Cryo Site and provide the associated Land Rights to the Authority and to provide other rights and interests in the Leased Premises (as defined herein) to the Authority, all pursuant to this Agreement (the “Authority Sublease”); and

WHEREAS, the Authority desires to sub-sublease the Cryo Site and provide the associated Land Rights and to provide other rights and interests in the Leased Premises to the Company, all pursuant to this Agreement (the “Company Sublease”); and

WHEREAS, the Company intends to sub-sub-sublease the Cryo Site and provide the associated Land Rights to DRP, and to provide other rights and interests in the Leased Premises to DRP, all pursuant an Amended and Restated Sublease Agreement dated on even date herewith (as amended from time to time, the “DRP Sublease”), which DRP Sublease shall be subject to the terms of (i) the Ground Lease, and (ii) this Agreement, including the Authority Sublease and Company Sublease; and

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WHEREAS, in furtherance of the purposes of the Act and as an inducement to the Company to finance the Project, the Authority has duly accepted the Application (as hereinafter defined) of the Company for assistance in the financing of, among other things, the Project and, by resolution adopted February 24, 2025 (the “Bond Resolution”), duly authorized the issuance of not to exceed $350,000,000 of its Dock and Wharf Facility Revenue Bonds (Repauno Port & Rail Terminal Project), Series 2025 (the “Series 2025 Bonds”) to provide funds to finance, among other things, the Project; and

WHEREAS, concurrently with the execution and delivery of this Agreement, the Authority is issuing the Series 2025 Bonds pursuant to an Indenture of Trust to be dated as of the date hereof and to be executed at the time of issuance of the Series 2025 Bonds (the “Indenture”) between the Authority and UMB Bank, N.A., as Trustee (the “Trustee”); and

WHEREAS, concurrently with the execution hereof, DRP will enter into an Administration Expense Guaranty Agreement of even date herewith (the “Administration Expense Guaranty”) with the Authority pursuant to which DRP will guarantee the Company’s payment obligations of Administration Expenses; and

WHEREAS, contemporaneously with the issuance of the Series 2025 Bonds, the Authority will assign its rights under the Company Sublease to the Trustee (except for the Reserved Rights as hereinafter provided and the Payment Rights, without limiting the right of the Trustee with respect thereto); provided, however that the Authority has not assigned to the Trustee the right to grant or withhold consent pursuant to Sections 7.11 and 7.15 hereof or the additional remedies set forth in Section 10.03 hereof; and provided further that, other than any rights of the Trustee and the Collateral Agent pursuant to the Secured Obligation Documents, no Property Interests have been pledged, assigned or granted by the Authority to the Trustee or Collateral Agent; and

WHEREAS, the Bonds shall be special, limited obligations of the Authority, payable solely from the rent, revenues or other receipts, funds or moneys to be derived by the Authority under this Agreement, from the unexpended proceeds of the Bonds and from the earnings on all of the amounts held by the Trustee under the Indenture (except the Series 2025 Rebate Fund); and

WHEREAS, the execution and delivery of this Agreement have been duly authorized by the Authority and the Company and all conditions, acts and things necessary and required by the Constitution and statutes of the State or otherwise, to exist, to have happened, or to have been performed precedent to and in the execution and delivery of this Agreement and in the issuance of the Series 2025 Bonds authorized in the Indenture, do exist, have happened and have been performed in regular form, time and manner.

NOW, THEREFORE, for and in consideration of the premises and of the mutual representations, covenants and agreements herein set forth, the Authority and the Company, each binding itself, its successors and assigns, do mutually promise, covenant and agree as follows provided that in the performance of the agreements of the Authority herein contained, any obligation it may incur for the payment of money shall not be an obligation, debt or liability of the State or any political subdivision thereof and neither the State nor any such political subdivision shall be liable on any obligation so incurred, but any such obligation shall be payable solely out of the rents, revenues or other receipts, funds or moneys to be derived by the Authority under this Agreement, from the unexpended proceeds of the Bonds and from the earnings on all amounts held by the Trustee under the Indenture (except the Series 2025 Rebate Fund):

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ARTICLE I

DEFINITIONS

Section 1.01. Defined Terms and Incorporation of Definitions by Reference

(a) Certain terms used in this Agreement are hereinafter defined in this Section 1.01. When used herein, such terms shall have the meanings given to them by the language employed in this Article I defining such terms, unless the context clearly indicates otherwise. As used in this Agreement, unless the context clearly requires otherwise, all capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Indenture.

(b) The following terms shall have the meanings set forth in the Recitals hereto:

Act	DRP Sublease
Administration Expense Guaranty	Ground Lease
Agreement	Indenture
Authority	Project
Authority Sublease	Series 2025 Bonds
Bond Resolution	Series 2025 Facilities
Company	State
Company Sublease	Terminal
DRP	Trustee

“Administration Expenses” means all costs and expenses incurred by the Authority, other than interest and principal on the Bonds, with respect to or arising out of this Agreement including as a result of the Company’s failure to satisfy any of its obligations under this Agreement, the Indenture and any transaction or event contemplated by this Agreement or the Indenture, including, without limitation, (i) any costs incurred to address, satisfy or comply with any liabilities, requirements or obligations in respect of the Project, the Series 2025 Facilities, or the Terminal, imposed by, or arising from any non-compliance or violation of, any Environmental Laws, (ii) the compensation and reimbursement of the expenses and advances (including counsel fees) of the Authority, and (iii) the reasonable expenses and advances (including reasonable counsel fees) of the Trustee, the Collateral Agent, the Paying Agent and the Registrar incurred on behalf of the Authority performing the Authority’s rights and obligations under the Bond Documents.

“Affiliate” means any Person which controls or is controlled by the Company or is under common control with the Company, determined as follows: (a) one Person shall be deemed to control another if it owns more than 50% of the outstanding voting stock of or other equity interest in the other, or it has the power to elect more than 50% of the governing body of the other; and (b) such control may be exercised by one Person over another directly, indirectly through control over a third party, or jointly with one or more controlled third parties.

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“Affirmative Action Program” means the provisions of the Act, the resolutions, rules and regulations of the Authority, as adopted, amended and supplemented from time to time to the Date of Issuance, requiring that the Company and all Contractors make every effort as set forth therein to hire minority workers or to cause minority workers to be hired for employment in performance of Construction Contracts in fulfillment of the minority employment goals fixed by the Authority, and that the Company and all Contractors file such certificates, reports and records and do other prescribed acts as are necessary to demonstrate or assure compliance.

“Application” means, collectively, the Company’s Bond Application for Financial Assistance submitted to the Authority, as amended.

“Arbitrage Certificate” means the Arbitrage Certificate dated as of the Date of Issuance and delivery of any series of Bonds, furnished by the Authority and based upon a certification furnished by the Company.

“Authorized Company Representative” means the person or persons at the time designated to act on behalf of the Company. As of the date of issuance of the Series 2025 Bonds, the Authorized Company Representatives are the Chief Executive Officer and Secretary of the Company.

“Bonds” means the Series 2025 Bonds and any Additional Bonds.

“Bond Counsel” means McCarter & English, LLP, or other attorneys selected by the Authority, with the consent of the Company (which consent shall not be unreasonably withheld and shall not be required in connection with the Authority responding to an Audit Notice or other actions that could result in a Determination of Taxability) who have nationally recognized expertise in the issuance of municipal securities, the interest on which is excluded from gross income for federal and state income tax purposes.

“Bond Documents” means the Indenture, this Agreement and the Administration Expense Guaranty.

“Business Day” means any day that is not a Saturday, a Sunday or day on which commercial banks in the State of New York or the State of New Jersey are authorized or required by law, regulation or executive order to be closed.

“Change of Control” means any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as in effect on the Date of Issuance), other than one or more Permitted Holders and excluding any employee benefit plan or Person acting as the trustee, agent or other fiduciary or administrator therefor, is or becomes the direct beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Date of Issuance) of more than 50% of the total voting power of the Voting Stock of the Company; provided, however, that notwithstanding the foregoing, a transaction or series of transactions will not be deemed to involve a Change of Control if (x) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (y) (A) the direct or indirect beneficial owners of the Voting Stock of such holding company immediately following such transaction or transactions are substantially the same as the beneficial owners of the Voting Stock of the Company immediately prior to such transaction or transactions or (B) immediately following such transaction or transactions, no Person (other than a holding company satisfying the requirements of this proviso) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company, other than one or more Permitted Holders and excluding any employee benefit plan or Person acting as the trustee, agent or other fiduciary or administrator therefor. For purposes of this definition, a Person shall not be deemed to have beneficial ownership of Voting Stock subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

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“Change Order” shall have the meaning ascribed to such term in Section 5.01(c) hereof.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor legislation.

“Collateral Agency Agreement” means that certain Collateral Agency Agreement, dated May 28, 2025, by and among the Collateral Agent, the Trustee, UMB Bank, N.A. as the account bank thereunder, DRP, the Company, and each other Repauno Entity (as defined thereunder), as amended or supplemented from time to time.

“Collateral Agent” means UMB Bank, N.A., a national banking association, in its capacity as collateral agent on behalf of the Secured Creditors, and its successors and assigns pursuant to the Collateral Agency Agreement.

“Company Completion Certificate” shall have the meaning ascribed to such term in Section 7.24 of this Agreement.

“Company Rent” means all amounts due under Sections 3.02 and 3.03 hereof.

“Company Sublease Outside Date” shall have the meaning ascribed to such term in Section 2.02(b) hereof.

“Completion Date” shall have the meaning ascribed to such term in Section 7.24 hereof.

“Construction Contracts” means, for purposes of the Prevailing Wage Provision, any contract or subcontract in the amount of $2,000 or more for construction, reconstruction, demolition, alteration, repair, or maintenance work, including painting, undertaken in connection with the Series 2025 Facilities and shall mean, for purposes of the Affirmative Action Program, any contract or subcontract for construction, reconstruction, renovation or rehabilitation undertaken in connection with the Series 2025 Facilities.

“Construction Period” means the period between the beginning of construction or the date on which the Series 2025 Bonds are first delivered to the purchaser thereof, whichever is earlier, and the Completion Date.

“Continuing Disclosure Agreement” means the Disclosure Dissemination Agent Agreement between the Company and Digital Assurance Certification, L.L.C., as the dissemination agent, dated the Date of Issuance, as the same may be amended or supplemented from time to time.

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“Construction Account” means each of the “DRP 4 Series 2025 Debt Proceeds Sub-Account” and “DRP 4 Series 2025 Debt Proceeds Capital Contingency Reserve Sub-Account” established under Section 5.01(a)(iii) of the Collateral Agency Agreement.

“Contractor” means the principal or general contractor or contractors engaged by the Company in the performance of a Construction Contract.

“Contractor’s Certificate and Agreement” means an instrument executed by a Contractor substantially in the form identified in the final sentence of this definition or otherwise in form and substance acceptable to the Authority, wherein such Contractor agrees to undertake or perform such obligations and certifies as to such matters as the Authority shall reasonably require, including, without limitation, undertakings or certifications (a) that, for purposes of the Prevailing Wage Provision, all workers engaged in the performance of the applicable Construction Contract shall be paid a wage rate not less than the Prevailing Wage Rate, and that all Construction Contracts that are subcontracts under the applicable Construction Contract will so provide, and (b) that, for purposes of the Affirmative Action Program, the Contractor will make every effort required thereby to hire or cause to be hired minority workers so as to meet the minority employment goals of the Affirmative Action Program, and that all Construction Contracts that are subcontracts under the applicable Construction Contract will so provide. An acceptable form of such Contractor’s Certificate and Agreement can be found at the Authority’s internet web page: www.njeda.com/affirmativeaction; such form can also be obtained by sending a request to: [email protected].

“Contractor’s Completion Certificate” means the certificate or certificates executed by each Contractor upon substantial completion of such Contractor’s scope of work with respect to construction of the Series 2025 Facilities, if any, substantially in the form identified in the final sentence of this definition or otherwise in form and substance acceptable to the Authority, wherein the Contractor certifies as to such matters as the Authority shall reasonably require, including, without limitation, certifications that the Contractor has made every required effort to satisfy the minority employment goals established in the Affirmative Action Program and that the Contractor has submitted all certificates, reports and records required by the Authority as set forth herein. An acceptable form of such Contractor’s Completion Certificate can be found at the Authority’s internet web page: www.njeda.com/affirmativeaction; such form can also be obtained by sending a request to: [email protected].

“Cryo Site” means the approximately 16.4 acres of land described more particularly in Schedule A-1 attached hereto and depicted on the survey map in Schedule B-1 attached hereto.

“Date of Issuance” with respect to the Series 2025 Bonds means May 28, 2025 and with respect to any series of Additional Bonds means such date as specified in the Supplemental Indenture pursuant to which such Additional Bonds are issued.

“ERISA” means the Employment Retirement Income Security Act of 1974, as amended from time to time, and all rules and regulations from time to time promulgated thereunder.

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“Event of Default” shall have the meaning ascribed to such term in Section 10.01 hereof.

“Final Approval Date” means February 24, 2025.

“Fiscal Year” means the Company’s fiscal year, which currently begins on January 1 and ends on December 31 of each calendar year.

“Fortress Entities” means any of (i) Fortress Investment Group LLC and its successors or any Affiliate thereof, (ii) any investment vehicle (whether formed as a private investment fund, stock company, partnership or otherwise) or managed account managed directly or indirectly by (x) Fortress Investment Group LLC and its successors or any Affiliate thereof or (y) any other entity whose day-to-day business and operations are, at the time of any direct or indirect acquisition by such entity of any securities of the Company, managed and supervised by one or more of the Principals or individuals under such Principal’s supervision, or any Affiliates of such entity, (iii) the Principals and (iv) any Person the majority of whose stock, partnership or membership interests are owned, directly or indirectly, by any Person described in clauses (i) through (iii) of this definition.

“Indemnified Party” shall have the meaning ascribed to such term in Section 7.10 hereof.

“Land Rights” means the access, use and other rights granted by DRP to the Company under the Ground Lease, in addition to the lease of the Cryo Site, for the use of land at the Terminal for purposes related to the Series 2025 Facilities, as more particularly described in the Ground Lease and including the rights described in Schedule C attached hereto, subject to the terms of the Ground Lease, and excluding any and all rights excluded, reserved or retained by DRP under the Ground Lease.

“Leased Premises” means the Cryo Site, together with (a) the improvements thereon or on any other part of the Series 2025 Facilities Land that comprise any part of the Series 2025 Facilities, but not including any other structures, buildings, foundations, related facilities and other improvements and fixtures now or at any time made, erected or situated on the Cryo Site, any other part of the Series 2025 Facilities Land, or any other part of the Terminal, and (b) any Personal Property located on the Series 2025 Facilities Land that comprises (or will, when installed, comprise) any part of the Series 2025 Facilities and all replacements, improvements, extensions, substitutions, restorations, repairs or additions thereto; but excluding, however, any real property or Property Interests therein released pursuant to Section 8.03 or 9.04 hereof and any and all assets, interests and rights excluded, reserved or retained by DRP under the Ground Lease.

“Letter of Instructions” means the letter of instructions attached to the Arbitrage Certificate as Exhibit A provided by Bond Counsel in connection with the issuance of the Series 2025 Bonds as such letter may be amended from time to time as a source of guidance for compliance with the Code.

“Loss Event” shall have the meaning ascribed to such term in Section 9.04 hereof.

“Mortgage” shall have the meaning ascribed to such term in Section 2.03 hereof.

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“Payment Rights” mean the rights of the Authority to payment under Sections 3.02(c), 3.03, 7.04(b), (d) and (g), 7.09, 7.10, 7.21 and 10.06 hereof. The rights of the Authority to payment under Sections 3.03, 7.04(d), and 7.04(g) are “Payment Rights” to the extent they relate to fees and expenses of, or advances made by, the Authority.

“Permitted Holders” means the collective reference to the Fortress Entities and their Affiliates.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity, municipality, county or any other person having separate legal personality.

“Personal Property” means any portion of the Series 2025 Facilities that comprises moveable personal property.

“Plan” means any employee benefit plan or other plan for the Company’s employees which is covered by Title IV of ERISA.

“Prevailing Wage Provision” means the provisions of the Act and the resolutions, rules and regulations of the Authority, as adopted, amended and supplemented from time to time, requiring that workers engaged in Construction Contracts be paid a wage rate not less than the Prevailing Wage Rate, and that the Company and all Contractors file such certificates, reports and records and do other prescribed acts as are necessary to demonstrate or assure compliance.

“Prevailing Wage Rate” means the prevailing wage rate established by the Commissioner of the New Jersey Department of Labor and Industry from time to time in accordance with the provisions of N.J.S.A. 34:11‑56.30 for the locality or localities in which the Series 2025 Facilities are located.

“Principals” means Wesley R. Edens, Randal A. Nardone and Kenneth J. Nicholson.

“Prohibited Person” means

(a) any person (i) that is in default or in breach, beyond any applicable grace period, of its obligations under any written agreement with the Authority or (ii) that directly or indirectly controls, is controlled by, or is under common control with, a person that is in default or in breach, beyond any applicable grace period, of its obligations under any written agreement with the Authority, unless such default or breach has been waived in writing by the Authority;

(b) any person (i) that has been convicted in criminal proceedings for a felony or any crime involving moral turpitude or that is an organized crime figure or is reputed to have substantial business or other affiliations with an organized crime figure or (ii) that directly or indirectly controls, is controlled by, or is under common control with, a person that has been convicted in criminal proceedings for a felony or any crime involving moral turpitude or that is an organized crime figure or is reputed to have substantial business or other affiliations with an organized crime figure; or

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(c) any government, or any person that is directly or indirectly controlled (rather than only regulated) by a government, that is finally determined to be in violation of (including, but not limited to, any participant in an international boycott in violation of) the Export Administration Act of 1979, or its successor, or the regulations issued pursuant thereto, or any government that is, or any person that, directly or indirectly, is controlled (rather than only regulated) by a government that is, subject to regulations or controls thereof; or

(d) any government, or any person that is directly or indirectly controlled (rather than only regulated) by a government, the effects of the activities of which are regulated or controlled pursuant to regulations issued of the United States Treasury Department or executive orders of the President of the United States of America issued pursuant to the Trading with the Enemy Act of 1917, as amended.

“Property Interests” means collectively all legal, equitable, security and other interests in, and all legal, equitable and other rights and remedies with respect to or against, the Leased Premises or any part thereof, or any rights created by such interests, rights and remedies, or created by the letting of the Leased Premises including, without limitation: any pledge of, mortgage on or security interest in the Leased Premises; the right to the appointment of a receiver; any rights of use, occupancy, entry, re-entry, redemption, eviction, ejectment, reversion, possession, regaining or resumption of possession, letting, reletting, subletting, sale, conveyance, transferring, mortgaging, pledging, assigning, or any similar rights; or the rentals and other revenues and income derived from or in connection with holding any of the foregoing interests, rights or remedies in respect of the Leased Premises, except for the amounts payable by the Company pursuant to this Agreement. The term “redemption” as used in this definition does not refer to the redemption of the Bonds.

“Rebatable Arbitrage” means with respect to any series of Bonds, the amount required to be rebated to the United States pursuant to Section 148(f)(2) of the Code or successor provisions applicable to the Bonds.

“Representation Letter” means the Company’s certificate delivered on the Date of Issuance and delivery of the Series 2025 Bonds certifying certain matters relevant for Bond Counsel to determine that interest on the Series 2025 Bonds is excluded from gross income for federal income tax purposes.

“Reserved Rights” mean the rights of the Authority to enforce the public purpose covenants set forth in Sections 3.05, 5.01(c), 5.01(d), 5.02, 5.06, 6.03, 6.06, 6.11, 6.12, 6.13, 6.14, 7.01, 7.02, 7.04, 7.05, 7.06, 7.08, 7.09, 7.10, 7.11, 7.15, 7.19, 7.20, 7.24, 7.27, 7.28, 7.32, 9.01, 9.02, 9.03, 10.03, 10.08 and 11.16 hereof.

“Series 2025 Debt Service Fund” means the “Series 2025 Debt Service Fund” created and designated as such in the Indenture.

“Series 2025 Facilities Land” means the Cryo Site and the Shared Land.

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“Series 2025 Rebate Fund” means the “Series 2025 Rebate Fund” created and designated as such in the Indenture.

“Shared Land” means the approximately 2.1 acres of land described more particularly in Schedule A-2 attached hereto and depicted on the survey map in Schedule B-2 attached hereto.

“Surplus” shall have the meaning ascribed to such term in Section 7.24 of this Agreement.

“Surviving Entity” shall have the meaning ascribed to such term in Section 7.11 hereof.

“Tax Completion Certificate” shall have the meaning ascribed to such term in Section 7.24 of this Agreement.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Trustee” means the Trustee at the time serving as such under the Indenture and any assigns or successors thereto.

“Voting Stock” means, of any Person as of any date, the capital stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

Section 1.02. Construction of Terms. Unless the context clearly requires otherwise, the singular shall include the plural and the masculine the feminine, and vice versa. The words “hereof”, “herein”, “hereunder”, and other words of similar import refer to this Agreement as a whole. Unless otherwise specified, references to Articles, Sections, and other subdivisions of this Agreement are to the designated Articles, Sections, and other subdivisions of this Agreement as amended from time to time, if applicable.

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ARTICLE II

LEASE TERMS

Section 2.01. Grant of Authority Sublease and Company Sublease.

(a) The Company does hereby grant to the Authority, and the Authority hereby accepts from the Company, subject to the Ground Lease, the following rights and interests in, to, and for the benefit of the Leased Premises, for the term provided in Section 2.02(a) hereof and upon and subject to the terms and conditions herein set forth, which rights and interests shall collectively comprise the Authority Sublease:

(i) A sublease of the land comprised in the Cryo Site;

(ii) A lease of all of the Leased Premises other than the land comprised in the Cryo Site; and

(iii) A sublicense of all of the Land Rights, whereby the Land Rights shall be exercisable by the Authority to the exclusion of the Company.

(b) The Authority hereby grants to the Company, and the Company hereby accepts from the Authority, subject to the Ground Lease, the following rights and interests in, to, and for the benefit of the Leased Premises, for and during the term provided in Section 2.02(b) and upon and subject to the terms and conditions herein set forth, which rights and interests shall collectively comprise the Company Sublease:

(i) A sub-sublease of the land comprised in the Cryo Site;

(ii) A sublease of all of the Leased Premises other than the land comprised in the Cryo Site; and

(iii) A sub-sublicense of all of the Land Rights, whereby the Land Rights shall be exercisable by the Company to the exclusion of the Authority.

(d) The parties hereto acknowledge that, pursuant to the Authority Sublease, the Series 2025 Facilities, including any Personal Property, financed with the proceeds of the Series 2025 Bonds and investment earnings thereon are owned by the Authority during the term of this Agreement by virtue of its leasehold title and other rights and interests held by the Authority under the Authority Sublease.

(e) The Authority and the Company hereby acknowledge and agree that the Authority has granted interests in the Leased Premises to the Company, pursuant to the Company Sublease, which interests are created under and out of the Authority’s leasehold and sub-leasehold interests in the Leased Premises under the Authority Sublease, and reflect the full extent of the Authority’s interests saving only a reversionary interest of the Authority in the Leased Premises as lessor under the Company Sublease, which reversionary interest shall subsist only during the term of this Agreement. It is agreed and understood by the parties hereto that the Company’s use, occupancy, possession and right to quiet enjoyment of the Leased Premises is pursuant to the Company Sublease.

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Section 2.02. Term of this Agreement.

(a) The term of the Authority Sublease shall commence on the Date of Issuance and shall, unless earlier terminated pursuant to the terms hereof, terminate on the earliest of: (i) 12:01 a.m. on May 28, 2080; (ii) the date on which no Bonds are Outstanding under the Indenture and the Company has completed one of the options enumerated in Section 7.07(b) hereof; provided that, if the Company elects to pay the Authority fair market value rent to continue to use and occupy the Series 2025 Facilities pursuant to Section 7.07(b)(ii), the term of the Authority Sublease shall continue for the duration of time during which the Company is in compliance with such fair market value rental payments due to the Authority (subject always to the Company Sublease Outside Date) and, thereafter, the Company shall be required to complete either of the options available in Section 7.07(b)(i) or 7.07(b)(iii) hereof (subject to the rights of the Authority to instruct otherwise under Section 7.07(c) hereof); (iii) the expiration or earlier surrender or termination of the Ground Lease in its entirety; (iv) the surrender or termination of the Company Sublease and the completion by the Company of the option in either Section 7.07(b)(i) or 7.07(b)(iii) (subject to the rights of the Authority to instruct otherwise under Section 7.07(c) hereof); or (v) the rejection of the Company Sublease pursuant to Section 365 of the Federal bankruptcy code or similar provision of any state bankruptcy code upon or following the occurrence of an Act of Bankruptcy with respect to the Company and the completion by the Company of the option in either Section 7.07(b)(i) or 7.07(b)(iii) (subject to the rights of the Authority to instruct otherwise under Section 7.07(c) hereof). In conjunction with any termination of the Authority Sublease in accordance with the terms of this Section 2.02(a) above, any Outstanding Bonds, if applicable, shall be subject to extraordinary mandatory redemption in accordance with the terms of Section 4.5(d) of the Indenture and, with the exception of the termination of the Authority Sublease in accordance with Section 2.02(a)(i) above, the Company shall be required to complete either of the options available in Section 7.07(b)(i) or 7.07(b)(iii) hereof (subject to the rights of the Authority to instruct otherwise under Section 7.07(c) hereof).

(b) The term of the Company Sublease shall commence on the Date of Issuance and shall, unless earlier terminated pursuant to the terms hereof, terminate on the earliest of: (i) 11:59 p.m. on May 28, 2069 (the “Company Sublease Outside Date”); (ii) the date on which no Bonds are Outstanding under the Indenture and the Company has completed one of the options enumerated in Section 7.07(b) hereof; provided that, if the Company elects to pay the Authority fair market value rent to continue to use and occupy the Series 2025 Facilities pursuant to Section 7.07(b)(ii), the term of the Company Sublease shall continue for the duration of time during which the Company is in compliance with such fair market value rental payments due to the Authority (subject always to the Company Sublease Outside Date) and, thereafter, the Company shall be required to complete either of the options available in Section 7.07(b)(i) or 7.07(b)(iii) hereof (subject to the rights of the Authority to instruct otherwise under Section 7.07(c) hereof); (iii) the earlier surrender or termination of the Ground Lease in its entirety; (iv) the expiration or earlier termination or surrender of the Authority Sublease; or (v) the rejection of the Company Sublease pursuant to Section 365 of the Federal bankruptcy code or similar provision of any state bankruptcy code upon or following the occurrence of an Act of Bankruptcy with respect to the Company. In conjunction with any termination of the Company Sublease in accordance with the terms of this Section 2.02(b) above, any Outstanding Bonds, if applicable, shall be subject to extraordinary mandatory redemption in accordance with the terms of Section 4.5(d) of the Indenture and the Company shall be required to complete either of the options available in Section 7.07(b)(i) or 7.07(b)(iii) hereof (subject to the rights of the Authority to instruct otherwise under Section 7.07(c) hereof).

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(c) Notwithstanding the terms and provisions of Section 2.02(a) and (b) hereof or Section 7.12 hereof, the term of the Authority Sublease and the Company Sublease with respect to the Series 2025 Facilities, including any Personal Property, shall not expire by virtue of the expiration, surrender or termination of the Ground Lease in its entirety so long as the Company continues to have permitted occupancy of the related portion of the Leased Premises (including occupancy as a result of a permitted holdover tenancy) or another area of land at the Terminal at which the Company may operate the Series 2025 Facilities, including any Personal Property.

Section 2.03. Mortgage Provisions.

(a) Right to Mortgage. Notwithstanding any provision of this Agreement to the contrary, the Company shall have the right, at any time and from time to time, and in each case without the consent of the Authority, to grant a leasehold mortgage (a “Mortgage”) as to (a) all or any portion of the Company’s interest in the Ground Lease, and give as collateral an assignment of and security interest in the Company’s entire interest (or relevant portion thereof) in the Ground Lease and the leasehold estate created thereby, and/or the Company’s interest in the Project and the Series 2025 Facilities; and/or (b) all or any portion of the Company’s interest in the Company Sublease, and give as collateral an assignment of and security interest in the Company’s entire interest (or relevant portion thereof) in the Company Sublease and the leasehold estate created thereby, including in those interests detailed in Section 2.01(b) of this Agreement; provided, however, that, no such Mortgage shall be a lien on all or any portion of the Authority’s interest in the Authority Sublease, and a copy of any Mortgage shall be delivered to the Authority by the Company promptly after recording. Notwithstanding the foregoing, the Company shall not have the right to encumber or subordinate the Authority Sublease or any Payment Rights, except as provided herein. Except as otherwise expressly provided in this Agreement, nothing contained in this Agreement shall be deemed to grant any lien or other encumbrance encumbering the Authority Sublease. The Parties acknowledge and agree that the security interests granted by the Company pursuant to the Collateral Agency Agreement, the Security Agreement (as defined in the Collateral Agency Agreement) and the Mortgage pertaining thereto are permitted under this Agreement.

(b) Foreclosure or Sale. Notwithstanding any provision of this Agreement to the contrary, any sale of the Company’s interest in the Ground Lease in connection with a foreclosure, whether by judicial proceedings or by virtue of any power of sale contained in a Mortgage, or any conveyance of the Company’s interest in the Ground Lease from the Company to the Collateral Agent or its nominee or designee by virtue of or in lieu of foreclosure or other appropriate proceedings, or the appointment of a receiver, or the exercise of any other remedies permitted under the Mortgage shall, however, require the consent or approval of the Authority unless (a) the transferee of the Company’s interest in the Ground Lease, who shall not be a Prohibited Person (the “Transferee”), furnishes the Authority and the Trustee with a Change of Ownership Information Form (a copy of which can be found on the Authority’s website); (b) the Authority receives a Favorable Opinion of Bond Counsel and an opinion of Bond Counsel that the transfer will not cause a reissuance of the Bonds; (c) the Transferee assumes in writing all necessary obligations of the Company under this Agreement, the Ground Lease and the DRP Sublease; (d) after transfer to the Transferee, the Series 2025 Facilities shall be operated as an authorized project under the Act; and (e) all events of default under any Bond Document, the DRP Sublease and the Ground Lease shall have been cured in connection with the transfer to the Transferee.

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(c) Not an Assignment, Limitation on Liability. The Company’s making of a Mortgage shall not be deemed to constitute an assignment or transfer of this Agreement, nor shall the Collateral Agent, as the beneficiary under a Mortgage, or in the exercise of its rights under this Agreement, be deemed to be an assignee or transferee of this Agreement so as to require the Collateral Agent, as such, to assume or otherwise be obligated to perform any of the Company’s obligations hereunder except when, and then only for so long as, the Collateral Agent has acquired ownership and possession of the Company’s interest in the Company Sublease pursuant to a foreclosure or other exercise of rights or remedies under its Mortgage or assignment in lieu of foreclosure. Any provision of this Agreement to the contrary notwithstanding, no beneficiary under a Mortgage or person acting on such beneficiary’s behalf, or any person acquiring leasehold rights of the Company pursuant to any foreclosure or other exercise of rights under a Mortgage or assignment in lieu of foreclosure, shall have any liability under or with respect to the Company Sublease except with respect to such period as such person has replaced the Company under the Company Sublease with the approval of the Authority; provided that the foregoing shall not limit the obligation of such successor to correct any conditions of a continuing nature that existed as of the date such successor became a party to the Company Sublease and are susceptible to cure by such successor.

(d) Further Assurances. Upon request by the Company or by the Collateral Agent (and provided that the Company pays any reasonable costs incurred by the Authority in respect thereof), the Authority shall deliver to the requesting party such documents and agreements as the requesting party shall reasonably request to further effectuate the intentions of the parties with respect to the Mortgages as set forth in this Agreement, including a separate written instrument in recordable form signed and acknowledged by the Authority setting forth and confirming, directly for the benefit of the Collateral Agent, any or all rights of the Collateral Agent as the beneficiary of a Mortgage, provided any such document or instrument does not diminish or in any material respect adversely affect any of the Authority’s rights, benefits or protections under this Agreement or increase in any material respect the obligations of the Authority. The Company shall pay the reasonable expense of the Authority’s legal counsel incurred in connection with any document or instrument required by this Section 2.03(d).

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ARTICLE III

RENTAL PROVISIONS

Section 3.01. Assignment to Trustee. The Authority hereby notifies the Company and the Company acknowledges that the Authority’s rights in the Company Sublease (except the Payment Rights and the right of the Authority, at its option, to enforce its Reserved Rights, without limiting the right of the Trustee with respect thereto) are being assigned to the Trustee to provide a source of payment of all interest and principal owing by the Authority to the Bondholders pursuant to the terms of the Indenture; provided, however that, the Authority has not assigned to the Trustee the right to grant or withhold consent pursuant to Sections 7.11 and 7.15 hereof or the additional remedies set forth in Section 10.03 hereof; and provided further that, other than any rights of the Trustee or the Collateral Agent pursuant to the Secured Obligation Documents, no Property Interests have been pledged, assigned or granted by the Authority to the Trustee or Collateral Agent. The Company hereby consents to such assignment and agrees that the Trustee, as assignee of the Authority, shall have the right to enforce all of the assigned covenants, agreements, obligations and duties of the Company contained herein. The Authority hereby directs the Company to make all payments (except the Payment Rights due to the Authority, if any) due hereunder to the Trustee instead of to the Authority, and the Company hereby agrees to do so. All such payments shall be made in lawful money of the United States directly to the Trustee, as assignee of the Authority, at the location specified by the Trustee and shall be applied in accordance with the provisions of the Indenture. The Company acknowledges that the Reserved Rights (except the right of the Authority to receive certain payments) are also held and retained by the Authority on a parity with the Trustee. The Company shall have no obligation to confirm whether any specific rights have been assigned to the Trustee or retained by the Authority, and shall not be liable or deemed in breach of this Agreement due to an action or omission made in reliance upon any request, instruction or information provided by either the Trustee or the Authority. In particular, if the Company makes a payment to the Trustee, such payment shall also be counted for purposes of any obligation to pay the same to the Authority.

Section 3.02. Rental Payments.

(a) The Company covenants to make rental payments in immediately available funds directly to the Trustee no later than 12:00 p.m. New York City time on the Business Day prior to each Interest Payment Date for deposit in the Series 2025 Debt Service Fund (in each case to the extent amounts then on deposit in the Series 2025 Interest Account and the Series 2025 Principal Account shall not be available and sufficient therefor) in an amount equal to the sum of (i) the amount of interest due and payable on the Bonds, (ii) with the amount of principal due and payable on the Bonds, or the sinking fund installment, if any, due on the Bonds on the next Interest Payment Date when such principal amount or sinking fund installment, if any, is due as provided in the Indenture, and (iii) the Redemption Price of the Bonds to be redeemed which will become due on any such date together with accrued interest to the date of redemption (whether at maturity or by redemption or acceleration or otherwise as provided in the Indenture).

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(b) The Company agrees to pay to the Trustee, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the provisions of the Indenture, (i) as required by the Indenture, a reasonable amount due to the Trustee for its services and its expenses incurred under the Indenture, including reasonable attorney’s fees and expenses as and when the same become due and (ii) the reasonable fees, charges and expenses, including attorney’s fees and expenses, of the Registrar and Paying Agent, as required by the Indenture, as and when the same become due.

(c) The Company also agrees to pay to the Authority its standard issuance fee with respect to the issuance of the Bonds, such reasonable costs and expenses as may be incurred by the Authority related to the issuance of the Bonds and the transactions contemplated by this Agreement and any advances made by the Authority pursuant to Section 7.21 hereof. The Company further agrees to pay all reasonable Administration Expenses.

(d) Notwithstanding anything in the foregoing to the contrary, including any of the provisions of Section 3.02 hereof, if by 12:00 p.m. (New York City time) on any Interest Payment Date, principal payment date, sinking fund installment payment date, if any, or redemption date, the amount on deposit and available in the Series 2025 Debt Service Fund is not sufficient to pay the principal of, sinking fund installments, if any, or redemption premium, if any, and interest on Bonds then due (whether at maturity or by redemption or acceleration or otherwise as provided in the Indenture), the Company shall pay the applicable shortfall to the Trustee and such payment shall constitute rental payments to be paid by the Company under this Section 3.02.

(e) In the event the Company should fail to make any of the payments required in this Section 3.02, the item or installment so in default shall continue as an obligation of the Company until the amount in default shall have been fully paid, and the Company agrees to pay the same with interest on all outstanding amounts due hereunder at the corresponding rate of interest per annum then borne by the Bonds until paid; provided, however, that if the Company successfully contests such payment in a court of competent jurisdiction, no such additional interest shall be due hereunder.

(f) The Company shall have the option to prepay its rental obligations under this Section 3.02 in whole or in part at the times and in the manner provided in Article IV hereof.

(g) Subject to Section 7.07(b) of this Agreement, no further rental payments need be made by the Company to the Authority or the Trustee during the term of this Agreement to the extent that the sum of cash and/or Government Obligations on deposit in the Series 2025 Debt Service Fund is sufficient to satisfy and discharge the payment obligations of the Authority under the Indenture and to pay the Bonds as provided in Article VII of the Indenture.

Section 3.03. Additional Amounts Payable by the Company. Notwithstanding any other provision of this Agreement, the Company shall make payments or cause payments to be made under this Agreement at such times and in such amounts as will enable the Authority to meet all of its payment obligations under the Bonds and the Indenture, including any payment required to be made to the Series 2025 Rebate Fund under the Indenture or to any other funds under the Indenture and any payment due on any acceleration of the Bonds’ maturity pursuant to the terms thereof, the fees and expenses and indemnity of the Authority required to be made pursuant hereto and the fees and expenses and indemnity of the Trustee required to be made pursuant to the Indenture (excluding any indemnity that Bondholders are required to post for remedial action). Accordingly, the Company agrees (but such agreement shall not limit the generality of the preceding sentence) that if any additional amounts become payable by the Authority to the Bondholders pursuant to the terms of the Bond Documents, then additional amounts shall be due and payable by the Company as rent to the Authority hereunder equal to the additional amounts that may be so payable by the Authority, whether before or after payment of principal on the Bonds, all of which amounts shall be paid by the Company on or before the date that the comparable amounts are due by the Authority to the Bondholders. In addition, the Company’s obligation to pay the Company Rent shall survive any termination of this Agreement for so long as any such Company Rent remains unpaid.

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Section 3.04. Payments Unconditional; No Defense or Set-Off. The obligations of the Company to pay the Company Rent and all other amounts payable hereunder shall be absolute and unconditional without defense or set-off by reason of any default by the Authority under this Agreement or any default under any other agreement between the Company and the Trustee, the Authority or any other person or for any other reason, including, without limitation, any acts or circumstances that may constitute failure of consideration or failure to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement, the Ground Lease or the DRP Sublease, it being the intention of the parties that all payments due hereunder will be paid in full when due without any delay and will be received by the Authority or the Trustee, as the case may be, as a net sum without deductions, abatements, diminution or set-off of any kind whatsoever. Until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid, or provision for the payment thereof shall have been made in accordance with the Indenture, the Company: (i) will not suspend or discontinue any payments provided for in Section 3.02 hereof; (ii) will perform and observe all of its other agreements contained in this Agreement; and (iii) will not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, failure to complete the Series 2025 Facilities, the occurrence of any act or circumstance that may constitute failure of consideration, destruction of or damage to the Series 2025 Facilities, commercial frustration of purpose, any change in the tax laws of the United States or of the State or any political subdivision of either of these or any failure of the Authority or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement or the Indenture, except to the extent permitted by this Agreement. This section is not intended to limit the right of the Company to commence a separate action against any party for breach of its obligations.

Section 3.05. Limitation of Liability. With the exception of the rights and obligations it has assigned to the Trustee, the Authority shall have no financial obligation, responsibility or liability in the performance of this Agreement, shall have no obligation to complete the Project and no claim shall be made against the properties of the Authority generally, or against its properties in respect of any other of its projects. This Agreement does not pledge the general credit of the Authority, nor the general credit or taxing powers of the State or any political subdivision thereof. No recourse shall be had for any claim based on this Agreement against any member, officer or employee, past, present or future, of the Authority or of any successor body as such, either directly or through the Authority or any successor body, under any constitutional provision, statute or rule of law or by the enforcement of any assessment or penalty or otherwise.

Section 3.06. Nature of Obligations Hereunder. All payments and other obligations of the Company are and shall be general obligations of the Company. This Agreement and the covenants and agreements contained herein shall not be deemed to be for the benefit of any person other than the parties hereto and the Trustee, as assignee of the Authority, for the benefit of the Bondholders.

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ARTICLE IV

PREPAYMENT

Section 4.01. Prepayment. The Company has the option or is required (as applicable) to make advance rental payments at the times and under the circumstances as the Authority has the option (in certain instances, at the Company’s direction) or is required to redeem the Bonds under the terms of Article IV of the Indenture. The Company has the option to make advance rental payments and may cause the Authority to exercise the Authority’s option to prepay or repurchase the Bonds as provided in the Indenture.

Section 4.02. Notice of Prepayment. To exercise an option granted in or to fulfill an obligation required by this Article IV, the Company shall give written notice to the Authority and the Trustee which shall specify therein the date upon which prepayment of the Company Rent will be made, which date shall be not less than 45 nor more than 60 days after the date the notice is mailed. The Authority has directed the Trustee, upon receipt of such notice from the Company, to forthwith take all steps (other than the payment of the money required for such redemption or repurchase) necessary under the applicable provisions of the Indenture to effect redemption or repurchase of all or part of the then Outstanding Bonds, as may be the case, on the date set for redemption or repurchase in accordance with Article IV of the Indenture.

Section 4.03. Redemption or Repurchase of Bonds with Advance Rental Payments. By virtue of the assignment of the rights of the Authority under this Agreement to the Trustee as is provided in Section 3.01 hereof, the Company agrees to and shall pay any amount required to be paid by it under this Article IV directly to the Trustee. The Trustee, as assignee of the Authority, shall use the moneys so paid to it by the Company to redeem or repurchase the Bonds in accordance with Article IV of the Indenture.

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ARTICLE V

COMPLETION OF THE PROJECT;

APPLICATION OF BOND PROCEEDS

Section 5.01. Construction of Series 2025 Facilities; Payment of Cost of Project.

(a) The Company shall cause the construction of the Series 2025 Facilities, and to that end, will enter into the DRP Sublease under which DRP will be obligated to construct or cause the construction of the Series 2025 Facilities. Pursuant to the DRP Sublease, DRP will enter into contracts providing for completion of all work and improvements included in the Series 2025 Facilities. Payments shall be made by the Trustee and/or the Collateral Agent pursuant to the terms of the Indenture and the Collateral Agency Agreement for the Costs of the Project, and all such payments shall be made at the times, to the persons, subject to the conditions and in accordance with the procedures set forth in the Indenture and the Collateral Agency Agreement. The proceeds of the Bonds which are deposited in the Construction Account shall be expended only for the Cost of Construction or for payment of the Bonds as provided in the Indenture. No part of the Authority’s funds for the Project shall be subject to attachment or levy in the suit of any creditor of the Company or any agent, manufacturer, supplier, contractor or subcontractor.

(b) The Company shall cause the Project to be undertaken and completed in all material respects in compliance with all present and future laws, acts, rules, regulations, orders and requirements made and applicable thereto. In connection with the Project, the Company further agrees that: (i) it or DRP has entered into or shall enter into the Construction Contracts as it deems necessary or advisable for any acquisition, installation, construction, renovations and conversions relating to the Series 2025 Facilities; and (ii) it shall cause the Series 2025 Facilities to be completed in accordance with the Construction Contracts, if any, therefor and shall enforce all such Construction Contracts in a commercially reasonable manner.

(c) The Company further agrees that it shall not permit or consent to any material amendments, modifications, supplements, changes and deletions (each a “Change Order”) relating to the Series 2025 Facilities which are included in the Construction Contracts or any estimate, schedule or plans and specifications therefor if such Change Order will adversely affect the exclusion of interest on the Series 2025 Bonds from gross income for federal income tax purposes or the Project from qualifying as an “authorized project” under the Act or will conflict with the provisions hereof.

(d) The Company further agrees during the term of the Construction Contract to maintain or cause the contractor or its subcontractors to maintain the insurance coverages required by the applicable Construction Contracts. To the extent construction is not complete, the Company shall request the contractor or its subcontractor to name each of the Authority and the Trustee as additional insured under each such policy.

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Section 5.02. The Company Required to Pay if Bond Proceeds Insufficient. In the event the proceeds of the Series 2025 Bonds are not sufficient to pay all Project costs in full, the Company agrees to complete the Project and to pay that portion of the Project cost in excess of the aforesaid moneys available therefor. No warranty, either express or implied, is made by the Authority or the Trustee that the Series 2025 Bond proceeds available for payment of the Costs of the Project will be sufficient to pay all of the Costs of the Project. The Company agrees that if the Company should pay any portion of the Costs of the Project pursuant to the provisions of this Section 5.02, it shall not be entitled to any reimbursement or credit therefor from the Authority or the Trustee or from the owners of any of the Series 2025 Bonds, nor shall it be entitled to any diminution of the rent payable under Section 3.02 hereof.

Section 5.03. Governmental Approvals. The Company covenants that it will obtain or cause to be obtained all necessary approvals and permits from any and all governmental agencies requisite to the acquisition, renovation, construction, installation and operation of the Series 2025 Facilities, and that the Series 2025 Facilities will be acquired, renovated, constructed, installed and operated in all material respects in compliance with all federal, state and local laws, ordinances and regulations applicable thereto.

Section 5.04. Completion of Project. The Company shall with all reasonable dispatch proceed to construct or cause the construction of the Series 2025 Facilities and will use reasonable efforts to cause the construction of the Series 2025 Facilities and the completion of the Project, which shall be evidenced by the Company Completion Certificate provided in accordance with Section 7.24 of this Agreement.

Section 5.05. Agreement to Issue Series 2025 Bonds; Application of Proceeds of the Series 2025 Bonds. In order to provide funds to finance the Costs of Construction as provided in Section 5.01 hereof and otherwise complete the Project, the Authority agrees, it will issue under the Indenture, sell and cause to be delivered to the purchasers thereof, the Series 2025 Bonds, in the aggregate principal amount of not more than $350,000,000, bearing interest and maturing as set forth in the Indenture. The Authority has directed the proceeds received from the sale of the Series 2025 Bonds to be delivered to the Trustee for deposit or disbursed as provided in the Collateral Agency Agreement.

Section 5.06. Agreement Not to Change the Project. The Company agrees that it will not change the Project if any such change would make inaccurate, in any material respect, the description of the Project as defined in this Agreement unless (a) the Authority and the Trustee receive a Favorable Opinion of Bond Counsel with respect to such change and (b) the Project as changed will continue to be a “project” authorized to be financed by the Act as confirmed in writing to the Authority.

Section 5.07. Title to Series 2025 Facilities, including any Personal Property, Financed with Proceeds of the Series 2025 Bonds. During the term of this Agreement, the Company agrees that the Authority shall, by the Authority Sublease, acquire leasehold title to the Series 2025 Facilities, including any Personal Property, financed with the proceeds of the Series 2025 Bonds or any investment earnings thereon, and any replacement property acquired pursuant to clause (iii) of Section 7.07(a) hereof at the time of the acquisition or installation thereof, subject to the terms and provisions of this Agreement (and such title shall be encumbered by the sub-leasehold estate of the Company herein created by the Company Sublease), and with respect to replacement property such title shall automatically vest in the Authority immediately upon such acquisition or installation without further notice or action. Title to the Series 2025 Facilities, and every portion thereof is severed, and shall be and remain severed, from title to the land comprised in the Cryo Site, to the extent permitted by applicable law.

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Authority and the Trustee (as assignee of the Authority) as follows as of the date of execution hereof:

Section 6.01. Organization, Powers, Etc. The Company (a) is a limited liability company duly organized under the laws of the State of Delaware and is qualified to conduct its business in the State, (b) has the power and authority to own and/or lease its properties and assets and to carry on its business as now being conducted and (c) has the power to execute this Agreement and perform all of its obligations hereunder and to execute and deliver all other documents required hereunder.

Section 6.02. Execution of Documents. The execution, delivery and performance of this Agreement and all other instruments required pursuant to this Agreement by the Company (a) have been duly authorized by the Company, (b) will not violate or conflict with any material provision of any law, rule or regulation, any order of any court or other agency or governmental body applicable to the Company or any provision of the Company’s limited liability company formation certificate or its operating agreement, (c) is not prevented, limited by or in conflict with, and will not result in a material breach of or default under, any relevant indenture, agreement or other instrument to which the Company is a party or by which it or any of its property are bound, and (d) will not result in the creation or imposition of any charge or encumbrance of any nature on all or any portion of the Project or the assets of the Company under the terms of any instrument or agreement to which the Company is now a party or by which it is bound, except as otherwise contemplated by this Agreement, the Ground Lease, the DRP Sublease or the Bond Documents, or such other instruments and agreements as are entered into in connection with this Agreement or the transactions contemplated herein.

Section 6.03. Accuracy and Completeness of Disclosure. No written information heretofore or contemporaneously furnished, relating to the Company, the Project, the Series 2025 Facilities, the Ground Lease, the DRP Sublease or the Bond Documents, which have been supplied by or on behalf of the Company to the Trustee, the Authority, the underwriters or any purchaser of the Series 2025 Bonds, including without limitation (in each case as amended, modified or supplemented by information furnished prior to execution of this Agreement) the Application, the Preliminary Limited Offering Memorandum dated April 30, 2025, as supplemented by the Supplement No. 1 to Preliminary Limited Offering Memorandum dated May 14, 2025 (except to the extent amended, modified or supplemented in the Limited Offering Memorandum) and the Limited Offering Memorandum dated May 15, 2025, (a) is untrue, incorrect or incomplete in any material respect, (b) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made and (c) omits to state a material fact necessary to make the statements contained therein not misleading or incomplete. The Company acknowledges that the Trustee (as assignee of the Authority) and the Authority are relying on such information. The Company understands that all such information has been relied upon as an inducement by the Authority to issue the Series 2025 Bonds.

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Section 6.04. Litigation. There is no action, suit, or proceeding at law or in equity by or before any court, governmental instrumentality or other agency now pending, or, to the knowledge of the Company threatened against or affecting it or any of its properties or rights, wherein an unfavorable decision, ruling or finding would materially impair its right to carry on its business substantially as now conducted or would materially adversely affect its financial condition or ability to carry out its obligations hereunder, or the validity or enforceability of this Agreement, the Ground Lease, the DRP Sublease and the Bond Documents.

Section 6.05. No Material Adverse Change. There has been no material adverse change in the financial condition of the Company from the date of the latest financial statements of the Company, if any, which have been submitted to the Authority.

Section 6.06. Project Authorized by Act. The acquisition, financing and use of the Project, as provided under this Agreement, will promote employment opportunities in the County of Gloucester in the State.

Section 6.07. Ground Lease. The Ground Lease continues in full force and effect as a legal, valid and binding obligation of the Company without material default by the Company, or to the knowledge of the Company, by DRP thereunder; the Company has not received any notice of default or termination under the Ground Lease; and the initial term of the Ground Lease expires on May 28, 2080.

Section 6.08. Tax Status of Series 2025 Bonds. The Company has not taken and does not intend to take any action or omit to take any action, and knows of no action that any other person, firm or corporation has taken or intends to take, which would cause interest on the Series 2025 Bonds to be includable in the gross income of the recipients thereof for federal income tax purposes (except any Series 2025 Bond for any period during which such Series 2025 Bond is held by a “substantial user” of a facility financed with the proceeds of the Series 2025 Bonds or a “related person” to such “substantial user” as such terms are defined in Section 147(a) of the Code).

Section 6.09. No Federal Guarantee. Interest with respect to the Series 2025 Bonds is not guaranteed (in whole or in part) by the United States (or any agency or instrumentality thereof); no portion of the proceeds of the Series 2025 Bonds are to be (a) used in making loans the payment of principal or interest with respect to which is to be guaranteed (in whole or in part) by the United States (or any agency or instrumentality thereof), or (b) invested (directly or indirectly) in federally insured deposits or accounts except to the extent permitted under Section 149(b)(3) of the Code, which provides exceptions that include (i) investments during any initial temporary period permitted under Section 148 of the Code, such as for certain construction periods, until such proceeds are needed for the purpose for which the Series 2025 Bonds were issued; (ii) investments in a bona fide debt service fund, within the meaning of Section 149(b)(3) of the Code; (iii) investments in a reasonably required reserve or replacement fund, within the meaning of Section 148(d) of the Code; or (iv) investments in bonds issued by the United States Treasury; and the payment of principal of or interest on the Series 2025 Bonds is not otherwise indirectly guaranteed (in whole or in part) by the United States or any agency or instrumentality thereof.

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Section 6.10. Necessary Approvals. The Company represents that it has obtained all necessary approvals, licenses and permits from any and all governmental agencies requisite to the construction and use of the Series 2025 Facilities except for such approvals, permits and licenses as the Company has no reason to believe will not be obtained in due course so as not to delay scheduled completion of construction or use of the Series 2025 Facilities for the purposes contemplated by the Company.

Section 6.11. Inducement. The availability of the financial assistance from the Authority as provided for herein has been an important inducement to the Company to undertake the Project and to locate the Series 2025 Facilities in the State.

Section 6.12. Affirmative Action and Prevailing Wage. With respect to any Construction Contract that was entered into prior to and not complete on the Final Approval Date, the Company represents that, to the best of its knowledge, the Company is in compliance with the Authority’s Prevailing Wage Provisions. The Company shall provide the Authority with any information reasonably requested by the Authority regarding affirmative action and prevailing wage requirements for Construction Contracts entered into prior to, but not complete on, the Final Approval Date.

Section 6.13. Compliance with Applicable Laws. The Company (a) has at all times complied with and is not in violation of any Environmental Laws or other statutes administered by the New Jersey Department of Labor and Workforce Development (“LWD”) or the New Jersey Department of Environmental Protection (“NJDEP”), or any rules or regulations promulgated under any of the same, and (b) does not have any unpaid fines, penalties, or other payment to the LWD, NJDEP or any other governmental agency or authority that are not subject to an approved payment plan with respect to which the Company is in full compliance.

Section 6.14. Business Treatment of Cannabis Establishments, Distributers, and Delivery Services. In compliance with N.J.S.A. 24:6I-49(b)(2), the Company represents and warrants it (a) has neither applied for nor received from the New Jersey Cannabis Regulatory Commission either a license to operate as a cannabis cultivator, cannabis manufacturer, cannabis wholesaler, cannabis distributor, cannabis retailer, or cannabis delivery service or that employs a certified personal use cannabis handler to perform work for or on behalf of a cannabis establishment, distributor, or delivery service; or (b) is not a property owner, developer, or operator of a project to be used, in whole or in part, by or to benefit a cannabis cultivator, cannabis manufacturer, cannabis wholesaler, cannabis distributor, cannabis retailer, or cannabis delivery service, or to employ a certified personal use cannabis handler to perform work for or on behalf of a cannabis establishment, distributor, or delivery service pursuant to N.J.S.A. 24:6I-49(b)(2)(b). The Company acknowledges an on-going obligation to report to the Authority any change to this statement. The Company acknowledges that the issuance of a license to operate as a cannabis cultivator, cannabis manufacturer, cannabis wholesaler, cannabis distributor, cannabis retailer, or cannabis delivery service, or the issuance of a certification to perform work for or on behalf of a cannabis establishment, distributor, or delivery service to a person or entity that has been awarded a State or local economic incentive shall invalidate the right of the Company to benefit from the economic incentive as of the date of issuance of the license or certification; and that the issuance of a license to operate as a cannabis cultivator, cannabis manufacturer, cannabis wholesaler, cannabis distributor, cannabis retailer, or cannabis delivery service, or issuance of a certification to perform work for or on behalf of a cannabis establishment, distributor, or delivery service at a location that is the subject of a State or local economic incentive shall invalidate the right of the Company property owner, developer, or operator to benefit from the economic incentive as of the date of issuance of the license or certification.

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ARTICLE VII

COVENANTS OF THE COMPANY

The Company covenants and agrees, so long as this Agreement remains in effect or the Bonds are outstanding, as follows:

Section 7.01. Condition of Terminal.

(a) The Company shall cause DRP to at all times preserve and protect the Terminal in good repair, working order and safe condition, and from time to time will make, or will cause to be made, all needed and proper repairs, renewals, replacements, betterments and improvements thereto including those required after a casualty loss, to the extent required by the Ground Lease or this Agreement. The Company shall cause DRP to pay or cause to be paid all operating costs, utility charges and other costs and expenses arising out of the possession, use or operation of the Terminal.

(b) The Authority shall have no obligation and makes no warranties respecting the condition or operation of the Terminal. THE AUTHORITY HAS MADE AND MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION, FITNESS, DESIGN, OPERATION OR WORKMANSHIP OF ANY PART OF THE TERMINAL OR THE PROJECT, ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OR CAPACITY OF THE MATERIALS IN THE TERMINAL OR THE PROJECT, OR THE SUITABILITY OF THE TERMINAL FOR THE PURPOSES OR NEEDS OF THE COMPANY, OR THE EXTENT TO WHICH PROCEEDS DERIVED FROM THE SALE OF THE SERIES 2025 BONDS WILL BE SUFFICIENT TO PAY THE COST OF COMPLETION OF THE PROJECT. THE COMPANY IS SATISFIED THAT THE PROJECT IS SUITABLE AND FIT FOR ITS PURPOSES. THE AUTHORITY SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER TO THE COMPANY OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED, DIRECTLY OR INDIRECTLY, BY THE PROPERTY OR THE TERMINAL OR THE USE OR MAINTENANCE THEREOF OR THE FAILURE OF OPERATION THEREOF, OR THE REPAIR, SERVICE OR ADJUSTMENT THEREOF, OR BY ANY DELAY OR FAILURE TO PROVIDE ANY SUCH MAINTENANCE, REPAIRS, SERVICE OR ADJUSTMENT, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF OR FOR ANY LOSS OF BUSINESS HOWEVER CAUSED.

(c) The Company will not use as a basis for contesting any assessment or levy of any tax the financing under this Agreement or the issuance of the Series 2025 Bonds by the Authority and, if any administrative body or court of competent jurisdiction shall hold for any reason that the Series 2025 Facilities are exempt from taxation by reason of the financing under this Agreement or issuance of the Series 2025 Bonds by the Authority or other Authority action in respect thereto, the Company covenants to make payments in lieu of all such taxes in an amount equal to such taxes and, if applicable, interest and penalties. Notwithstanding the foregoing, the Company reserves any other defenses and rights to contest that may be available to it in connection with any such tax matters, including, without limitation, the fact that the Series 2025 Facilities are governmentally owned. For the avoidance of doubt, if and for so long as the Company is not required to pay property taxes attributable to the Series 2025 Facilities by virtue of an agreement with the Township of Greenwich, New Jersey, under which the Company is obligated to make agreed upon payments in lieu of such taxes, this subsection shall not require the Company to pay any amount in lieu of such property taxes or any interest or penalties thereon.

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Section 7.02. Compliance with Laws. The Company shall operate or cause the Series 2025 Facilities to be operated as an authorized project for a purpose and use as provided for under the Act until the expiration or earlier termination of this Agreement.

The Company shall comply in all material respects with all laws, ordinances and regulations, including, without limitation, all zoning or redevelopment plan, as applicable, and environmental laws, ordinances and regulations, of any duly constituted authority which if not complied with, could reasonably be expected to materially adversely affect the Series 2025 Facilities or the use thereof. The Company shall have the right in good faith to contest or appeal from such laws, ordinances and regulations and any decision adverse to the Company based thereon, but all costs, fees and expenses incurred in connection with such proceedings shall be borne by the Company; provided, however, the Company must give the Authority written notice of any such contest. The Company agrees that it shall not discriminate or permit any discrimination in the use of the Series 2025 Facilities against any person on the grounds of race, color, religion, gender, age or national origin in any manner prohibited by the laws of the United States or the State, and shall provide the State with all information required by law concerning employment practices and procedures.

Section 7.03. Certain Covenants with Respect to the Ground Lease.

(a) Promptly following the execution by the Company of any material amendment, supplement or modification to the Ground Lease, the Company shall deliver a true copy of such material amendment, supplement or modification to the Authority and the Trustee.

(b) The Company shall promptly transmit to the Authority and the Trustee copies of any termination or default notice it shall receive or deliver under the Ground Lease.

(c) The Company agrees to comply in all material respects with and perform all of its covenants and obligations set forth in the Ground Lease.

Section 7.04. Tax Covenants. The Company will not take any action or fail to take any action which action or inaction (as applicable) would cause the interest on the Series 2025 Bonds to be included in gross income for federal income tax purposes under the Code (except any Series 2025 Bond for any period during which such Series 2025 Bond is held by a “substantial user” of a facility financed with the proceeds of the Series 2025 Bonds or a “related person” to such “substantial user” as such terms are defined in Section 147(a) of the Code). The Company agrees that it shall at all times do and perform all acts and things necessary on its part under the Code in order to assure that interest paid on the Series 2025 Bonds (except any Series 2025 Bond for any period during which such Series 2025 Bond is held by a “substantial user” of a facility financed with the proceeds of the Series 2025 Bonds or a “related person” to such “substantial user” as such terms are defined in Section 147(a) of the Code) shall, for purposes of federal income taxation, be excludable from the gross income of the recipients thereof under the Code and that it will refrain from doing or performing any act or thing that will cause such interest not to be so excludable. Notwithstanding anything contained in this paragraph to the contrary, the Company shall not have any liability to the Owners, the Trustee or otherwise as a result of its failure to comply with the provisions of this paragraph except to redeem the Series 2025 Bonds as provided in Section 4.5(f) of the Indenture.

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The Company hereby covenants that it will not make any investment or other use of the proceeds (as that term is defined in Section 148 of the Code and all applicable regulations promulgated thereunder) of the Series 2025 Bonds which would cause the Series 2025 Bonds to be “arbitrage bonds” (as that term is defined in Section 148 of the Code and all applicable regulations promulgated thereunder), and that it will comply with the requirements of such Code section and regulations throughout the term of the Series 2025 Bonds.

Without limiting the generality or application of the covenants contained in the foregoing paragraphs of this Section 7.04, the Company hereby agrees to comply with and be bound by the following additional covenants:

(a) The Company hereby covenants that at least 95% of the “net proceeds” of the Series 2025 Bonds and investment earnings thereon will be used to pay Costs of Construction that consist of property that is chargeable to the capital account of the Project, or Costs of Construction that would be so chargeable either with a proper election by the Company or but for the election of the Company to deduct such amounts on its federal income tax return, other than (i) costs that were paid or incurred before December 26, 2024, with the exception of preliminary expenditures allowable under Regulation 1.150-2(f)(2); (ii) Costs of Issuance of the Series 2025 Bonds; and (iii) costs for any office, unless (A) (1) such office is located on the premises of the Series 2025 Facilities and (2) not more than a de minimis amount of the functions to be performed at such office is not directly related to the day‑to‑day operations of the Series 2025 Facilities or (B) such office is an off-site construction office. For purposes of this paragraph, “net proceeds” means the net proceeds as defined in Section 150(a)(3) of the Code, i.e., proceeds of the Series 2025 Bonds, reduced by amounts deposited in any reasonably required reserve or replacement fund for the Series 2025 Bonds.

(b) The Company hereby covenants in connection with the Series 2025 Bonds that it will comply with the requirement for payment of Rebatable Arbitrage to the United States set forth in the Letter of Instructions. The Company acknowledges and agrees that the calculation of Rebatable Arbitrage and the payment of the Rebatable Arbitrage to the United States shall be the responsibility of the Company and that neither the Authority nor the Trustee shall have obligation therefor. The Company agrees to indemnify and hold harmless the Authority and the Trustee against any loss, liability or expense incurred in connection with the Company’s failure to pay the Rebatable Arbitrage to the United States as required by this Section.

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(c) The Company hereby covenants that within forty‑five (45) days subsequent to the end of each fifth Bond Year applicable to the Series 2025 Bonds and the retirement of the last obligation of the Series 2025 Bonds, the Company shall compute, or caused to be computed, the Rebatable Arbitrage with respect to the Series 2025 Bonds for the period ending on the last day of the Bond Year completed, or the retirement of the last obligation of the Series 2025 Bonds occurring, within forty‑five (45) days thereof. Within such forty‑five (45)‑day period, the Company shall deliver to the Trustee and Authority a certification concerning its conclusions with respect to the amount of such Rebatable Arbitrage together with a written report providing a summary of the calculations relating thereto. In connection with each such determination of the Rebatable Arbitrage by the Company, the Trustee, pursuant to the Indenture, is obligated to report to the Authority and the Company (i) the amount, if any, theretofore paid to the United States with respect to the Series 2025 Bonds by the Trustee on behalf of the Authority pursuant to Section 5.3 of the Indenture, (ii) the amount in the account of the Series 2025 Rebate Fund established for the payment of Rebatable Arbitrage with respect to the Series 2025 Bonds at the end of the Bond Year, or at the time of the computation, in the case of the retirement of the Series 2025 Bonds, (iii) the balance to be added to the account of the Series 2025 Rebate Fund established for the payment of Rebatable Arbitrage with respect to the Series 2025 Bonds pursuant to Section 5.3 of the Indenture, and (iv) if additional amounts are required to be added to the amount in the account of the Series 2025 Rebate Fund established for the payment of Rebatable Arbitrage with respect to the Series 2025 Bonds, the amount in the Construction Account and the balance, if any, to be paid by the Company.

(d) The Company hereby covenants that in the event the amount in the Construction Account shall be insufficient to fund the account in the Series 2025 Rebate Fund established for the payment of Rebatable Arbitrage with respect to the Series 2025 Bonds in the manner specified in subsection 7.04(c) hereof, the Company shall, within five (5) days of receipt of the report furnished by the Trustee pursuant to subsection 7.04(c) hereof, pay or cause to be paid to the Trustee for deposit into the account in the Series 2025 Rebate Fund established for the payment of Rebatable Arbitrage with respect to the Series 2025 Bonds, the difference between the amount required to be added to such account in the Series 2025 Rebate Fund and the amount then available for such purpose in the Construction Account. If the Company fails to make or cause to be made any payment required pursuant to this subsection 7.04(d) when due, the Authority shall have the right, but shall not be required, to make such payment to the Trustee on behalf of the Company. Any amount advanced by the Authority pursuant to this subsection 7.04(d) shall be added to the moneys owing by the Company under this Agreement and shall be payable on demand with interest as provided in Section 7.21 of this Agreement.

(e) The Company hereby covenants that it shall specifically direct in writing the Trustee to withdraw from the Series 2025 Rebate Fund and pay over to the United States the Rebatable Arbitrage with respect to the Series 2025 Bonds in installments as follows: The first payment shall be made not later than 60 days after the end of the fifth Bond Year of the Series 2025 Bonds. Each subsequent payment shall be made not later than 60 days after the succeeding fifth Bond Year of the Series 2025 Bonds. Each installment shall be in an amount which ensures that at least 90 percent of the amount of the Rebatable Arbitrage with respect to the Series 2025 Bonds as of the close of the period ending on the last day of the most recent fifth Bond Year of the Series 2025 Bonds will have been paid to the United States. Not later than 60 days after the retirement of the last obligation of the Series 2025 Bonds, the United States shall be paid the remaining balance of the Rebatable Arbitrage with respect to the Series 2025 Bonds.

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(f) The Company hereby covenants that it shall request the Authority to direct the Trustee to file the payments to the United States of Rebatable Arbitrage with respect to the Series 2025 Bonds at the Internal Revenue Service Center, Ogden, Utah or such other Internal Revenue Service office authorized to receive payments of Rebatable Arbitrage. All payments of Rebatable Arbitrage shall be accompanied by Form 8038‑T or such other form prescribed by the Internal Revenue Service to accompany payments of Rebatable Arbitrage prepared by the Company, together with any other information which the Company requests the Authority to instruct the Trustee to accompany such payments. The Authority agrees to so instruct the Trustee in writing provided that it is requested to do so by the Company.

(g) The Company hereby covenants that the Authority shall have the right at any time and in the sole and absolute discretion of the Authority to obtain from the Company and to request from the Trustee the information necessary to determine the amount required to be paid to the United States pursuant to Section 148(f) of the Code; provided, however, that the Trustee shall not be required to perform any calculations. Additionally, the Authority may (i) review or cause to be reviewed any determination of the amount to be paid to the United States made by or on behalf of the Company and (ii) make the determination of the amount to be paid to the United States. The Company hereby agrees to be bound by any such review or determination, to pay the costs of such review, including without limitation the reasonable fees and expenses of counsel retained by the Authority, and to pay to the Trustee any additional amounts for deposit in the Series 2025 Rebate Fund required as the result of any such review or determination.

(h) The Company hereby covenants that it will comply with its covenants set forth in the Company’s Representation Letter, and all of the representations and warranties the Company contained in the Representation Letter are incorporated herein by reference with the same force and effect as if set out in full herein.

(i) The Company hereby covenants that it will adopt and implement written tax compliance procedures to assure compliance with the Tax Covenants of this Section 7.04 sufficient (i) to monitor the requirements of Section 148 of the Code and (ii) to ensure that all nonqualified bonds are remediated in accordance with requirements of the Code and the regulations thereunder. The Company shall follow such tax procedures upon adoption in order to satisfy the Tax Covenants of this Section 7.04.

(j) At the time of filing its annual certification pursuant to Section 7.08 of this Agreement, the Company shall file with the Authority and the Trustee a certification to the effect that it is in compliance with its Tax Covenants in this Section 7.04 in the form attached hereto as Exhibit C.

(k) The Company shall notify the Authority and the Trustee in writing of a Determination of Taxability by reason of an Audit Notice as soon as practicable after the determination that a violation of a tax covenant in this Section 7.04 has occurred. If, pursuant to its post-issuance compliance procedures, the Company determines that it must take remedial action to cure a violation of a tax covenant, it will promptly notify the Authority as to the action to be taken. In the event the Authority becomes aware of a possible violation of a tax covenant, the Authority shall have the right, upon notice the Company, to conduct its own investigation, and at the sole cost of expense of the Company, to retain Bond Counsel to determine any and all actions required to remediate such violation.

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Section 7.05. Inspection. The Trustee and the Authority and their duly authorized representatives shall have the right at all reasonable times upon reasonable notice to enter upon the Series 2025 Facilities solely for the purpose of assuring that the Series 2025 Facilities are being constructed and operated as a qualified “project” under the Act consistent with the purposes set forth herein and in accordance with the provisions of the Act.

Section 7.06. Public Purpose Covenants. The Company covenants that it will throughout the term of this Agreement operate and maintain the Series 2025 Facilities in the manner provided in this Agreement, and will maintain and preserve the Series 2025 Facilities as an authorized project under the Act.

Section 7.07. Disposition of Series 2025 Facilities, including any Personal Property; Options upon Retirement of All Bonds.

(a) The Authority hereby authorizes the Company to dispose of Personal Property from time to time upon written notice to the Authority provided that in the event that the Company disposes of any such Personal Property purchased with the proceeds received from the sale of the Series 2025 Bonds or investment earnings thereon in exchange for cash or cash equivalents, the Company shall either (i) exercise its option to redeem the Series 2025 Bonds pursuant to Section 4.5(a) or (g) of the Indenture in an amount at least equal to the disposition proceeds, (ii) purchase the Series 2025 Bonds in the open market for delivery to the Paying Agent for cancellation in the amount that will retire all nonqualified bonds within the meaning of Treasury Regulations Section 1.142-2(e) or (iii) expend such disposition proceeds within six months of the date of the disposition to acquire similar replacement or other property that will constitute property that is part of a port terminal or property that is functionally related and subordinate thereto within the meaning of Section 142 of the Code and continue to operate the Project as an “authorized project” under the Act.

(b) At any time after the retirement of all Bonds, the Company shall have the option to (i) purchase from the Authority, for a purchase price equal to the fair market value of the Series 2025 Facilities at the time of purchase, the Authority’s remaining right, title and interest in and to the Series 2025 Facilities, including any Personal Property, financed with the proceeds of the Series 2025 Bonds and investment earnings thereon and all replacement property acquired pursuant to clause (iii) of Section 7.07(a) hereof which shall not have previously been disposed of in accordance with the terms of this Agreement (the “FMV Purchase”); (ii) pay the Authority an independently appraised fair market value rent for its continued use of the Series 2025 Facilities (not retroactively applicable to prior use thereof); provided that such rental term shall not extend beyond the Company Sublease Outside Date; or (iii) dispose of the Series 2025 Facilities, including any Personal Property and replacement property, at its sole cost and expense, on behalf of the Authority, and the Company shall pay any amounts (net of reasonable sale expenses) received as the proceeds of such disposition to the Authority (the “Disposition Actions”). Prior to exercising the option in subsection (b)(iii), the Company must notify the Authority in writing that it intends to perform the Disposition Actions, and the Authority, as leasehold owner of the Series 2025 Facilities, shall have the right to instruct the Company in writing not to do so. If no such written instruction from the Authority is received by the Company within five Business Days after the Company’s notice, the Company may proceed with the Disposition Actions. If the Company exercises either of the options listed in subsection (b)(i) or (b)(iii) above, this Agreement shall terminate and the Authority shall no longer have any right, title or interest in respect of the Series 2025 Facilities, the Leased Premises or the Series 2025 Facilities Land.

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(c) If, on the retirement of all Bonds, the Company does not complete either of the options listed in subsection (b)(i) or (b)(iii) above (except if the Company notified the Authority in writing of its intention to complete the option in subsection (b)(iii) and the Authority issued a written instruction not to do so), the Company will be subject to the fair market value rent obligation in subsection (b)(ii); provided, that, the Company shall have the right to complete the FMV Purchase or (subject to the Authority’s right to instruct the Company not to do so) the Disposition Actions at any time while the fair market value rent obligation in subsection (b)(ii) applies, and the completion by the Company of either the FMV Purchase or the Disposition Actions will terminate such fair market value rent obligation. If the Company has not exercised its right to complete either the FMV Purchase or the Disposition Actions by the Company Sublease Outside Date, the Company shall at that time be obligated to complete either (at the Company’s election) the FMV Purchase or the Disposition Actions; provided, that, if the Company notifies the Authority that it intends to complete the Disposition Actions and the Authority issues within five Business Days a written instruction not to do so, the Company shall not be obligated to complete either option and the Authority Sublease shall continue in accordance with Section 2.02(a)(i) hereof.

Section 7.08. Certificates of No Default and Other Information. The Company shall deliver within 120 days after the close of every Fiscal Year throughout the term of this Agreement to the Authority and the Trustee the following:

(a) a certificate executed by an Authorized Company Representative to the effect that it is not aware of (A) any condition, event or act which constitutes an Event of Default or (B) any condition, event or act which, with notice or lapse of time, or both, would constitute such an Event of Default, or, if any such condition, event or act exists, specifying the same.

(b) a written description of the present use of the Series 2025 Facilities and a description of any anticipated material change in the use of the Series 2025 Facilities or in the number of employees employed at the Series 2025 Facilities by the Company.

The Company also hereby agrees to furnish to the Authority all material information and materials related to the public purposes of the Project or the Company, including, without limitation, by way of example, changes in ownership and/or possession of the Series 2025 Facilities, changes in the nature of the Series 2025 Facilities and employment related matters, that the Authority reasonably requests from time to time.

Section 7.09. Costs and Expenses. All reasonable, documented and invoiced fees and expenses incurred in connection with (i) the preparation, execution, delivery, recording and filing of the Indenture, this Agreement, the Series 2025 Bonds and any other documents in connection therewith, and (ii) the preparation, issuance and delivery of the Series 2025 Bonds, including such fees and expenses of the Authority, McCarter & English, LLP, the Trustee (which shall not be limited by any law on the compensation of a trustee of an express trust) and Trustee’s counsel shall in each case be paid directly by the Company. The Company shall also pay throughout the term of the Series 2025 Bonds the Authority’s fees and expenses incurred pursuant to the terms of the Bond Documents and the Trustee’s annual and special fees and expenses under the Indenture and this Agreement, including, but not limited to, reasonable, documented and invoiced attorney’s fees and expenses and all costs of issuing, marketing, collecting payment on and the process associated with redeeming the Series 2025 Bonds thereunder.

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Section 7.10. Indemnification. The Company agrees to and does hereby indemnify and hold harmless the Authority, any person who “controls” the Authority (within the meaning of Section 15 of the Securities Act of 1933, as amended), the Trustee, the Paying Agent, the Registrar and any member, principal, officer, director, official, employee, agent and attorney thereof or of the Authority or the State (each an “Indemnified Party” and collectively, the “Indemnified Parties”) against any and all losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties caused by, relating to, arising out of, resulting from, or in any way connected with (a) the condition, use, ownership, possession, conduct, management, planning, design, acquisition, construction, installation, sale or financing (except with respect to information provided by the Authority under the captions “THE AUTHORITY” and “NO LITIGATION” (as it relates to the Authority) in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum) of the Project or any part thereof, including the violation of any environmental laws, disputes between the Company on one hand and architects, contractors and suppliers on the other hand, and the payment of Rebatable Arbitrage to the United States; or (b) any untrue statement of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; or (c) any omission of any material fact necessary to be stated therein in order to make any such statement not misleading or incomplete (except with respect to information provided by the Authority under the captions “THE AUTHORITY” and “NO LITIGATION” (as it relates to the Authority) in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum); (d) the acceptance or administration by the Authority of its duties under the Bond Financing Documents, except to the extent caused by the claiming Indemnified Party’s gross negligence or willful misconduct; or (e) the acceptance or administration by the Trustee of its duties under the Indenture, except to the extent caused by the claiming Indemnified Party’s own gross negligence or willful misconduct.

In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the payment of all costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel at the Company’s expense to the extent that there are legal defenses available to them that are different from or in addition to those available to other of the Indemnified Parties and representation of such Indemnified Parties by counsel representing the Company or other Indemnified Parties would present a conflict under applicable standards of professional conduct. The Company shall not be liable for any settlement of any such action effected without the Company’s consent, but if settled with the consent of the Company, or if there is a final judgment for the claimant on any such action (if the Company was notified of such action and thereby had the opportunity to assume the defense thereof), the Company agrees to indemnify and hold harmless the Indemnified Parties from and against any loss or liability by reason of such settlement or judgment. Notwithstanding anything in this Agreement to the contrary which may limit recourse to the Company or may otherwise purport to limit the Company’s liability, the provisions of this Section 7.10 shall control the Company’s obligations and shall survive repayment of the Bonds and the resignation or removal of the Trustee.

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The Company agrees to and does hereby indemnify and hold harmless the Indemnified Parties against any and all losses, claims, damages or liabilities (including all costs, expenses, and reasonable counsel fees and expenses incurred in investigating or defending such claim) suffered by any of the Indemnified Parties and caused by, relating to, arising out of, resulting from, or in any way connected to an examination, investigation or audit of the Bonds by the Internal Revenue Service. In the event of such examination, investigation or audit, the Indemnified Parties shall have the right to employ counsel at the Company’s expense. In such event, the Company shall assume the primary role in responding to and negotiating with the Internal Revenue Service, but shall inform the Indemnified Parties of the status of the investigation. In the event the Company fails to respond adequately and promptly to the Internal Revenue Service, the Authority shall have the right to assume the primary role in responding to and negotiating with the Internal Revenue Service, shall keep the Indemnified Parties and the Company informed, and shall have the right to enter into a closing agreement, for which the Company shall be liable and the Company shall have the reasonable right to review and approve such closing agreement.

Notwithstanding anything in this Agreement to the contrary which may limit recourse to the Company or may otherwise purport to limit the Company’s liability, the provisions of this Section 7.10 shall control the Company’s obligations and shall survive repayment of the Bonds and the resignation or removal of the Trustee.

Section 7.11. Maintain Existence; Covenant Against Sale and Removal. The Company shall maintain its existence as a limited liability company and shall not sell, assign, transfer or otherwise dispose of (whether in one transaction or in a series of transactions) substantially all of its assets without the prior written consent of the Authority, which consent shall not be unreasonably withheld, delayed or conditioned; provided however that the Company may merge with or into or consolidate with another entity or sell, assign, transfer or otherwise dispose of (whether in one transaction or in a series of transactions) substantially all of its assets, and this Agreement may be transferred pursuant to such merger, consolidation, sale, assignment, transfer or other disposition without obtaining such consent and without violating this Section 7.11 provided (a) the Company causes the proposed surviving, resulting or transferee company (the “Surviving Entity”) to furnish the Authority and the Trustee with a Change of Ownership Information Form (a copy of which can be found on the Authority’s website); (b) the net worth of the Surviving Entity following the merger, consolidation or transfer is at least 95% of the net worth of the Company immediately preceding the merger, consolidation or transfer; (c) any litigation or investigation in which the Surviving Entity or its officers and directors are involved, and any court, administrative or other orders to which the Surviving Entity or its officers and directors are subject, relate to matters assumed from the Company or arising in the ordinary course of business or any such litigation, investigation or order that (had the Company been subject thereto immediately prior to the applicable merger, transfer or other transaction) would not have been material to the business of the Company; (d) the Authority receives a Favorable Opinion of Bond Counsel and an opinion of Bond Counsel that the merger, consolidation or transfer will not cause a reissuance of the Bonds; (e) the Surviving Entity assumes in writing the obligations of the Company under this Agreement and the Ground Lease; (f) after the merger, consolidation or transfer, the Series 2025 Facilities shall be operated as an authorized project under the Act; (g) no event of default by the Company under any Bond Document or the Ground Lease has occurred and is continuing; and (h) such merger, consolidation or transfer will not cause the Company to be in default under the Ground Lease or the DRP Sublease.

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Section 7.12. Certain Acknowledgments. The Company and the Authority hereby acknowledge and agree, and the Trustee, the Bondholders, and all other persons are hereby placed on notice, that this Agreement is subject in all respects to the terms of the Ground Lease.

Section 7.13. Prohibited Facilities. No proceeds of the Series 2025 Bonds shall be used to provide any airplane, sky box or other private luxury box, any health club facility, any facility primarily used for gambling, or any store the principal business of which is the sale of alcoholic beverages for consumption off premises.

Section 7.14. Books and Records. The Company shall keep proper books, records and accounts in which complete and correct entries shall be made of its transactions relating to the Project under this Agreement and the Indenture. The Authority and the Trustee shall have the right to inspect such books, records and accounts during reasonable business hours upon reasonable notice to the Company.

Section 7.15. No Assignment by the Company. Subject to the requirements of Section 7.19 hereof and except for the DRP Sublease and as otherwise permitted herein, including in Section 2.03(c), the Company shall not assign this Agreement in whole or in part or sublease its interest in the Series 2025 Facilities in whole without the prior written consent of the Authority, which consent shall not be unreasonably withheld, delayed or conditioned; provided further that the following conditions shall apply:

(a) No consent of the Authority shall be required for any assignment or transfer by operation of, and effected in accordance with the requirements of, Section 7.11 hereof;

(b) No consent of the Authority shall be required for any assignment to an Affiliate of the Company; provided however, that the Company remains jointly and severally liable under this Agreement and any other Bond Document with the proposed assignee;

(c) With respect to any subletting in whole or in part of the Series 2025 Facilities, the Company shall nevertheless remain liable to the same extent to the Authority for the payment of all rent and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Bond Document to which it is a party;

(d) With respect to any assignment of this Agreement for which no consent of the Authority is required as provided above, or for which consent of the Authority shall be both required and has been given, the Company shall nevertheless remain liable to the same extent to the Authority for the payment of all rent and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Bond Documents to which it was originally a party;

(e) Any sublessee in whole of the Series 2025 Facilities and any assignee of this Agreement shall in each case be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State;

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(f) There shall be delivered to the Authority and the Trustee (i) an opinion of counsel to the Company addressed to the Authority and the Trustee to the effect that this Agreement continues in full force and effect as the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and to general equitable principles and (ii) a Favorable Opinion of Bond Counsel; provided, that, this clause (f) shall not apply to the DRP Sublease;

(g) The assignee of this Agreement or any sublessee of the Series 2025 Facilities agrees in writing to use, occupy and operate, as applicable, the Series 2025 Facilities as an authorized “project” under the Act; and

(h) In the case of any subletting in whole of the Series 2025 Facilities or any assignment in whole or in part of this Agreement, the Company shall deliver to the Trustee written evidence from any Nationally Recognized Rating Agency that is then rating the Bonds, if applicable, that such action will not result in the reduction or withdrawal of the then applicable rating(s) on the Bonds; provided, that, this clause (h) shall not apply to the DRP Sublease.

In addition to the conditions set forth above for any assignment of this Agreement, or any subletting in whole of the Series 2025 Facilities (other than pursuant to the terms of the DRP Sublease), the following conditions, as applicable, shall also apply:

(a) any assignment or sublease shall not violate any provision of the Ground Lease, this Agreement or any Bond Document;

(b) such assignment or sublease shall in no way diminish or impair the Company’s obligation to carry or cause to be carried the insurance required under Article IX hereof; and

(c) at least ten (10) Business Days prior to the execution of any proposed assignment or sublease, the Company shall furnish to the Authority a substantially final draft of same and after execution thereof, shall then furnish a copy of such executed document together with a certificate of an Authorized Company Representative that such proposed assignment or sublease shall not have been to a Prohibited Person.

Any consent by the Authority to any act of assignment or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Company or the successors or assigns of the Company, to obtain from the Authority, to the extent required hereunder, consent to any other or subsequent assignment or sublease, or as modifying or limiting the rights of the Authority under the foregoing covenant by the Company.

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Section 7.16. Qualified Exempt Facility. Subject to Section 7.07(a) hereof with respect to Personal Property, the Company covenants that in the event the Series 2025 Facilities shall no longer qualify as an exempt dock and wharf facility within the meaning of Section 142(a)(1) of the Code, the Company shall within ninety (90) days either (a) cause the Series 2025 Bonds to be redeemed pursuant to Section 4.5(e) of the Indenture in an amount that will retire all nonqualified bonds within the meaning of Treasury Regulations Section 1.142-2(e), (b) establish a defeasance escrow within the meaning of Treasury Regulations Section 1.142-2(c) and deposit therein sufficient funds to defease all nonqualified bonds or (c) purchase the Series 2025 Bonds in the open market for delivery to the Paying Agent for cancellation in the amount that will retire all nonqualified bonds within the meaning of Treasury Regulations Section 1.142-2(e). For purposes of this Section 7.16, the Series 2025 Facilities shall have the meaning ascribed to such term on the Date of Issuance.

Section 7.17. Compliance with Authority Requests. The Company acknowledges that the Indenture requires the Authority to cause the Company to take certain actions in various situations and the Company shall take the required actions upon notice from either the Authority or the Trustee that any such action is required.

Section 7.18. Secondary Market Disclosure. The Company hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement in all material respects. Notwithstanding any other provision of this Agreement, failure of the Company to comply with the Continuing Disclosure Agreement in all material respects shall not be considered an Event of Default hereunder or under the Indenture.

Section 7.19. Project Occupant Applications. Prior to leasing, subleasing or consenting to the subleasing or assignment of any lease of all or any part of the Series 2025 Facilities (other than pursuant to the terms of the DRP Sublease), during the period commencing on the date hereof and terminating three years after the Company has completed the acquisition, renovation, installation and construction of all or substantially all of the Series 2025 Facilities, and upon the request of the Authority from time to time thereafter, the Company shall cause a Project Occupant Information Form (a copy of which can be found on the Authority’s website) to be submitted to the Authority by every lessee, sublessee or lease assignee of the Series 2025 Facilities. The Company shall not permit any such leasing, subleasing or assigning of leases that would impair the excludability of interest paid on the Series 2025 Bonds from gross income for purposes of federal income taxation, or that would impair the ability of the Company to operate the Series 2025 Facilities or cause the Series 2025 Facilities not to be operated as an authorized project under the Act.

Section 7.20. Project Sign. At the direction and in the discretion of the Authority, the Company will be required to post a sign indicating that the financing was provided in part by the Authority. The maintenance of the sign shall be at the expense of the Company.

Section 7.21. Advances by Authority. Subject to Section 10.10 hereof, in the event the Company fails to take out or maintain the full insurance coverage required by Section 9.02 of this Agreement or fails to pay the charges required to be paid hereunder at or prior to the time they are required to be paid, subject to any applicable notice and/or grace period, the Authority may (but shall not be obligated to) take out such required policies of insurance and pay the premiums on the same or pay such charges or such other amounts as are necessary to perform the Company’s financial obligations hereunder. In the event that the Authority takes any of the foregoing actions, the Authority shall, in advance, notify the Company and the Trustee in writing. All amounts so advanced therefor by the Authority shall become an additional rental obligation of the Company to the Authority under by this Agreement, which amounts, together with interest thereon at the rate equal to the interest rate on the Bonds from the date advanced until paid, the Company agrees to pay on demand. Any remedy vested in the Authority for the collection of rent payments hereunder shall also be available to the Authority for the collection of all such amounts so advanced.

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Section 7.22. Financing Statements. The security interest of the Trustee shall (to the extent capable of perfection by filing) be perfected by the filing of financing statements by the Company which fully comply with the State Uniform Commercial Code. The Company agrees to perform all acts and pay all costs necessary in connection therewith. The Company shall, within ten (10) days after such filing, furnish to the Authority and the Trustee the details of such filing. The Trustee shall be entitled to rely upon any financing statements prepared and filed by the Company. The parties hereto shall execute, at the request of the Company, and the Company shall file or cause to file financing statements, continuation statements, notices and such other documents necessary to perfect all security interests created pursuant to the terms of the Bond Documents, and to preserve and protect the rights of the Trustee in the granting by the Authority of certain rights of the Authority, pursuant to the Indenture, under this Agreement, and neither the Authority nor the Trustee shall bear any responsibilities for such filings whatsoever, other than executing the documents requested by the Company. The Authority’s approval shall not be required prior to the release of liens that have been properly discharged.

Section 7.23. Construction. The Company will proceed with due diligence to complete the Series 2025 Facilities pursuant to this Agreement and in accordance with Section 7.24 hereof. In the event of a material default of any Contractor or subcontractor under any contract made by it in connection with any repair or improvement or in the event of a material breach of warranty with respect to any materials, workmanship or performance guaranty, the Company will, to the extent commercially reasonable, promptly proceed either separately or in conjunction with others, to exhaust the remedies against the Contractor or subcontractor so in default and against each such surety for the performance of such contract or the Company may elect to resolve the issue on a commercially reasonable basis by mutual settlement with the Contractor. The Company agrees to advise the Authority of the steps it intends to take in connection with any such default.

Section 7.24. Affirmative Action and Prevailing Wage Regulations; Completion Date. All construction contracts regarding the Project and any project financed with Additional Bonds must contain additional language as set forth in the Authority’s Affirmative Action and Prevailing Wage Addendum to Construction Contract (a copy of which can be found on the Authority’s website). According to the Contractor Registration Act (the “CRA”), effective April 1, 2020, any and all construction contracts awarded in New Jersey that require payment of prevailing wage must also provide proof of valid Construction Contractor Registration Certification (“CRC”). The CRA will not require contracts that were awarded prior to April 1, 2020 to provide proof of CRC. Bidders cannot list subcontractors in any bid proposal unless the subcontractor is registered at the time the bid is made. Effective May 1, 2019, the CRA also requires that all contractors participate in a registered apprenticeship program. In addition, the general contractor must include said language in all subcontracts. Regulations, forms, and guidance documents (including an Affirmative Action and Prevailing Wage program summary) are available at www.njeda.com/affirmativeaction. In accordance with such requirements, the Company shall complete the following:

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(a) Create an office of Company Affirmative Action and maintain in that office until the Completion Date an individual having responsibility to coordinate compliance by the Company with the Authority’s Affirmative Action Program and to act as liaison with the Authority’s Office of Affirmative Action;

(b) Submit to the Authority and the Trustee on the Completion Date, a Contractor’s Completion Certificate and a Tax Completion Certificate, a form of which is attached hereto as Exhibit B (the “Tax Completion Certificate”);

(c) Furnish to the Authority all other reports and certificates required under the Authority’s Affirmative Action Program and Prevailing Wage Rate Provisions; and

(d) Include or cause to be included in all such Construction Contracts for the Series 2025 Facilities or any other project financed by Additional Bonds for which proceeds of the Bonds will be used to pay for work done in the performance of any Construction Contract, a provision, term or condition authorizing and allowing a holdback equal to ten per centum (10%) of the total amount agreed to be paid to the contractor for the work done pursuant to any such Construction Contract and subject to the Affirmative Action Program which amount is to represent the retainage for the purpose of assuring Contractor compliance with its obligations under the Construction Contract, including compliance with the Affirmative Action Program of the Authority, said sum to be disbursed to the Contractor only upon compliance with the terms and conditions of this Section 7.24 and (i) the execution and filing of the Contractor’s Completion Certificate; and (ii) receipt by the Company of a written notice issued by the Authority’s Office of Affirmative Action that the Contractor has complied with the requirements of the Affirmative Action Program.

The Company agrees that it shall not direct the Collateral Agent to withdraw moneys from the Construction Account without compliance with the applicable provisions of this Section 7.24. Prior to the first disbursement from the Construction Account, the Company will supply to the Trustee a certificate of an Authorized Company Representative stating that, for purposes of the Prevailing Wage Rate Regulation and the Affirmative Action Program, none of the moneys disbursed at any time from the Construction Account will be used to pay or reimburse a payment for work done in performance of any Construction Contract unless prior thereto there shall be submitted to the Trustee an executed Contractor’s Certificate and Agreement and evidence of the acceptability thereof to the Authority in the form of a certificate signed by an Authority Representative confirming the acceptability of such Contractor’s Certificate and Agreement. Nevertheless, prior to the Company requesting the initial disbursement from the Construction Account for payment of any Construction Contract for the Series 2025 Facilities, a Contractor’s Certificate and Agreement shall be submitted and a certificate of the Authority confirming the acceptability thereof shall be delivered to the Trustee.

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The Completion Date, as hereinafter defined, shall be evidenced by a certificate signed by an Authorized Company Representative and filed with the Authority, the Collateral Agent and the Trustee (the “Company Completion Certificate”) stating that, as of the date specified therein (the “Completion Date”), except for punch-list items, amounts retained by the Collateral Agent for any Costs of Construction which are not then due and payable or if due and payable not then paid, amounts on deposit in the Construction Account, amounts to be deposited in the Series 2025 Rebate Fund, and amounts to be used for additional capital projects selected by the Company and eligible to be financed with the proceeds of the Series 2025 Bonds (i) the Series 2025 Facilities have been substantially completed, (ii) all labor, services, materials and supplies used in the Series 2025 Facilities have been paid for, (iii) the equipment necessary for the Series 2025 Facilities have been installed to the Company’s satisfaction, such equipment so installed is suitable and sufficient for the efficient operation of the Series 2025 Facilities for the intended purposes and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, (iv) any permissions required of governmental authorities for the use of the Series 2025 Facilities for the purposes contemplated by this Agreement have been obtained, (v) the Company has complied with the Affirmative Action, Prevailing Wage and Public Works Contractor Registration Act in using the proceeds of the Series 2025 Bonds for the improvements/installation of the Project, and (vi) the Series 2025 Facilities are being operated (or, when placed into operation, will be operated) as an authorized project under the Act. The Company Completion Certificate shall also set forth the sum to be deposited in the Series 2025 Rebate Fund (if any), the sum to be reserved in the Construction Account for the payment of any unpaid Costs of Construction and additional capital project costs. In the event that the Company will use proceeds of the Series 2025 Bonds for additional capital projects which are not within the definition of the Project, the Company shall deliver to the Authority and the Trustee a Favorable Opinion of Bond Counsel that such use of the Series 2025 Bonds proceeds will not adversely affect the exclusion of interest on the Series 2025 Bonds from the gross income for federal income tax purposes of any Owners of the Series 2025 Bonds (other than a Person who is a “substantial user” of the Project or a “related person” within the meaning of Section 147(a) of the Code).

Within ninety (90) days after the Completion Date, the Company shall direct in writing that any proceeds of the Series 2025 Bonds and any investment earnings thereon remaining in the Construction Account (except for punch-list items, amounts retained by the Collateral Agent for any Costs of Construction not then due and payable or if due and payable not then paid, amounts to be deposited in the Series 2025 Rebate Fund, and amounts to be used for additional capital projects selected by the Company and eligible to be financed with the proceeds of the Series 2025 Bonds) (the “Surplus”) shall be transferred to the Trustee for deposit into the Series 2025 Redemption Account and used (a) by the Company to purchase Series 2025 Bonds in the open market for delivery to the Paying Agent for cancellation in the amount that will retire all nonqualified bonds within the meaning of Treasury Regulations Section 1.142-2(e) or (b) to cause an extraordinary mandatory redemption of the Series 2025 Bonds pursuant to Section 4.5(g) of the Indenture. Pending use of the Surplus in the manner described above, the Company shall direct the Trustee in writing to invest such Surplus at a yield (within the meaning of Section 148 of the Code) that does not exceed the yield on the Series 2025 Bonds. The Trustee shall have no liability for any such investments directed by the Company, including for any loss incurred, tax imposed or otherwise.

Notwithstanding the above provisions of this Section 7.24, in the event that a court of competent jurisdiction finally determines that the Affirmative Action Program or any provision thereof or the Prevailing Wage Rate Provisions or any provision thereof is legally invalid or unenforceable, the Company shall have no obligation to comply with the invalid or unenforceable provision or provisions.

Section 7.25. Reserved.

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Section 7.26. Representation Letter. All representations of the Company made in the Representation Letter are true and correct and accurately represent the facts, as known to the Company on the date hereof. The Company agrees to comply with all terms and conditions set forth in such Representation Letter.

Section 7.27. Relocation of the Series 2025 Facilities. The Company shall not relocate the Series 2025 Facilities or any part thereof out of the State.

Section 7.28. No Untrue Statements. All information hereafter furnished by or on behalf of the Company, to the Trustee, the Authority or any Bondholder of any Bonds, will be true, accurate and complete in every material respect on the date as of which such information is dated or certified and such information shall not be incomplete by omitting to state any material information necessary to make such information not misleading in light of the circumstances under which they were made.

Section 7.29. Fiduciary Indemnity. The Company further agrees to indemnify and hold harmless the Trustee, the Collateral Agent, the Paying Agent and the Registrar for, and to hold each of them harmless against, any loss, liability (including but not limited to environmental liability) or expense incurred without gross negligence or willful misconduct on the part of the Trustee, Paying Agent and/or Registrar, arising out of or in connection with its acceptance or administration of its powers and duties under the Indenture and the other Bond Financing Documents including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers and duties under the Indenture and the other Bond Financing Documents. Notwithstanding anything in this Agreement to the contrary which may limit recourse to the Company or may otherwise purport to limit the Company’s liability, the provisions of this Section 7.29 shall control the Company’s obligations and shall survive repayment of the Bonds and the resignation or removal of the Trustee, Paying Agent and/or Registrar.

Section 7.30. Company’s Irrevocable Waiver with Respect to Depreciation and Investment Tax Credit.

(a) Attached hereto as Exhibit A is a form of election pursuant to Section 142(b)(1)(B) of the Code. Upon the execution of this Agreement by the Company, the Company shall execute two counterparts of such form of election and deliver one fully executed form to the Authority, with its delivery of this Agreement, and the Company shall keep the executed counterpart with its records for the entire term of this Agreement.

(b) The Company hereby irrevocably elects during the term of this Agreement not to claim for purposes of federal, state or local taxation of income any depreciation deductions or investment tax credits, for which it may be eligible with respect to the Series 2025 Facilities. The Company further agrees that this irrevocable election shall be made binding upon its successors in interest, if any, under the Ground Lease, and as a condition of any permitted sale or assignment of the Company’s interest under the Ground Lease any successor in interest shall furnish an irrevocable election in the form of the immediately preceding sentence to the Authority.

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(c) In the event the Company records any document in lieu of recording this Agreement, said document shall incorporate the substance of paragraph (b) of this section.

Section 7.31. Taxes. The Company shall timely pay and discharge or cause to be paid and discharged all material Taxes and other assessments and governmental charges or levies imposed upon the Company or the Terminal prior to the date on which penalties, fines or interest attach thereto, provided that the Company may permit any such Tax, assessment, charge or levy to remain unpaid if it is being contested in good faith and adequate reserves have been provided and are maintained.

Section 7.32. Environmental Matters.

(a) Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth below.

(i) “Environment” shall mean surface soils, subsurface soils, sediment, surface water, groundwater, wetlands, ambient or indoor air, soil gas or vapor, or land, and all flora and fauna existing therein or thereon.

(ii) “Environmental Conditions” means any contamination or pollution or threatened contamination or pollution of, or the Release or threatened Release of Hazardous Substances to, the Environment.

(iii) “Environmental Laws” means all applicable federal, state, county or local laws, statutes, ordinances, rules, regulations, codes, orders, decrees, directives and judgments relating to public and worker health or safety, pollution, damage to or protection of the Environment, Environmental Conditions or the use, manufacture, processing, distribution, treatment, storage, generation, disposal, transport or handling of Hazardous Substances, as in effect from time to time, including but not limited to the Federal Water Pollution Control Act, 33 U.S.C. §§ 1231-1387 (“CWA”); the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901-6991 (“RCRA”); the Clean Air Act, 42 U.S.C. §§7401-7642 (“CAA”); the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. §§ 9601-9675 (“CERCLA”); the Toxic Substances Control Act, 15 U.S.C. §§ 2601-2629 (“TSCA”); the Occupational Safety and Health Act, 29 U.S.C. §§ 651-678 (“OSHA”); the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq. (“ISRA”); the Site Remediation Reform Act, N.J.S.A. 58:10C-1 et seq. (the “SRRA”); the New Jersey Spill Compensation and Control Act, N.J.S.A. 58:10-23.11 et seq. (the “Spill Act”); the New Jersey Water Pollution Control Act, N.J.S.A. 58:10A-1 et seq.; the New Jersey Air Pollution Control Act, N.J.S.A. 26:2C-1 et seq.; the Brownfield and Contaminated Site Remediation Act, N.J.S.A. 58:10B-1 et seq. (the “Brownfield Act”); and the New Jersey Environmental Rights Act, N.J.S.A. 2A:35A-1 et seq.; and any and all rules and regulations promulgated thereunder, including the New Jersey Technical Requirements for Site Remediation, N.J.A.C. 7:26E-1 et seq. (the “Tech Regs”), and the Administrative Requirements for the Remediation of Contaminated Sites, N.J.A.C. 7:26C-1 et seq. (“ARRCS”).

(iv) “Financial Assurance” shall have the same meaning given to such term under ARRCS.

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(v) “Hazardous Substances” shall mean any substance, material or waste, in any state, form or character including but not limited to a liquid, gas or solid, or any pollutant, irritant or contaminant, that is infectious, toxic, hazardous, explosive, corrosive, flammable or radioactive, or that is regulated under, defined, listed or included in any Environmental Laws, including petroleum products and petroleum based derivatives, polychlorinated biphenyls, asbestos and asbestos containing materials, urea formaldehyde and per- and polyfluoroalkyl substances.

(vi) “Licensed Site Remediation Professional” or “LSRP” shall have the same meaning given to such terms under the ARRCS.

(vii) “Losses” shall mean any and all claims, suits, demands, notices, fines and penalties, damages (including damages on account of personal injury or death or property damage and damage or injury to natural resources and the costs of assessment of same), fees, costs and expenses (including sampling, monitoring, investigation or remediation costs, costs of compliance with, or the curing or correction of violations of, Environmental Laws, costs of complying with directives or demands of the NJDEP, the United States Environmental Protection Agency (“USEPA”) or other governmental agencies or authorities with jurisdiction over environmental matters, attorneys’, consultants’ and engineering fees and disbursements, costs of defense and interest).

(viii) “PLL Policies” shall mean the following insurance policies issued to DRP with respect to the Repauno Site: (i) Enviro Covered Location Insurance Policy No. W1BEC116011 issued by Beazley; (ii) Excess Environmental Insurance Policy No. AEC0198709-00 issued by Steadfast Insurance Company; and (iii) Environmental Excess Insurance Policy No. XEC0047850 issued by XL Environmental, and all related endorsements to the same.

(ix) “Release” shall mean any intentional or unintentional release, discharge, spill, leaking, pumping, pouring, emitting, emptying, injection, disposal or dumping into the Environment.

(x) “Remedial Action Permit” shall have the same meaning given to such term under the ARRCS.

(xi) “Remedial Activities” means any and all: (1) investigations of Environmental Conditions of any kind or nature whatsoever, including site assessments, site investigations, remedial investigations, soil, groundwater, surface water, sediment, soil gas, air sampling or monitoring; (2) actions of any kind or nature whatsoever taken to remove, abate or remediate Environmental Conditions, including the use, implementation, application, installation, operation or maintenance of removal actions, in-situ or ex-situ remediation technologies applied to the surface or subsurface soils, encapsulation or stabilization of soils, excavation and off-site treatment or disposal of soils, systems for the recovery and/or treatment of groundwater or free product, systems for the mitigation or removal of vapors, “Engineering Controls” and/or “Institutional Controls” (as such terms are defined under the Tech Regs); and (3) all post-RAO obligations, including all requirements associated with any Engineering Controls, Institutional Controls and/or Remedial Action Permits.

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(xii) “Response Action Outcome” or “RAO” shall have the same meaning given to such terms under the ARRCS.

(xiii) “Third Party Claims” shall mean any notices, notifications, suits, demands, directives, citations, summons, orders, legal actions, complaints or assessments.

(b) Representations. The Company represents and warrants to the Authority as of the date of this Agreement that: (i) the land comprised in the Leased Premises is a portion of a larger area of real property owned in fee by DRP which is identified and referred to as the “Redevelopment Area” or the “RDA” in the Amended and Restated Master Redevelopment Agreement, by and between Greenwich Township and DRP; (ii) the RDA, in turn, is part of a much larger area of real property comprising approximately 1,630 acres of land with an address of 200 North Repauno Avenue, Gibbstown, Greenwich Township, Gloucester County, NJ, which real property was formerly owned by The Chemours Company FC, LLC (“Chemours”) (such land formerly owned by Chemours being referred to herein as the “Repauno Site”); (iii) the Repauno Site is the subject of Remedial Activities being conducted by Chemours under various Environmental Laws and under the jurisdiction of the USEPA and/or the New Jersey Department of Environmental Protection (“NJDEP”), and pursuant to (among other consent agreements) the terms and conditions of an Administrative Consent Order dated December 21, 1989 (as amended) by and between Chemours and the NJDEP (the “ACO”), which environmental proceedings have been consolidated under and have been designated by the NJDEP as PI No. 008225 (the “SRP Cases”); (iv) Chemours and DRP have entered into an Environmental and Indemnification Agreement dated March 16, 2016 (as amended by amendments dated February 23, 2016 and June 16, 2016) (collectively, the “EIA”), which (among other things) allocates certain rights and obligations with respect to the ACO and the SRP Cases between Chemours and DRP; (v) the land comprised in the Leased Premises is subject to the terms and conditions of a Deed Notice dated June 6, 2019 (the “Deed Notice”), which (among other things) limits the use of the land comprised in the Leased Premises to non-residential uses; (vi) the land comprised in the Leased Premises is subject to Soil Remedial Action Permit 190002 issued by the NJDEP (the “Soil RAP”) with respect to which Chemours and DRP are co-permittees and DRP is designated as the permittee with primary responsibility for permit compliance; (vii) the Chemours LSRP has issued a soil Area of Concern Restricted Use Response Action Outcome (the “RDA Soil RAO”) with respect to the RDA (including the land comprised in the Leased Premises), which RDA Soil RAO remains in full force and effect; (viii) the Repauno Site is subject to a groundwater Classification Exception Area/Well Restriction Area (“CEA/WRA”) established by the NJDEP due to the presence of contaminated groundwater beneath and emanating from the Repauno Site, which groundwater contamination is the obligation of Chemours to investigate and remediate under the ACO, the SRP Cases and the EIA in accordance with the requirements of Environmental Laws.

(i) comply with and satisfy all requirements imposed upon the Company under Environmental Laws applicable to the Leased Premises and all uses, operations and activities conducted thereon;

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(ii) as between the Company and the Authority, assume all liabilities arising from, and all obligations imposed under Environmental Laws with respect to, any and all Environmental Conditions on, at, under, migrating to or emanating from the Leased Premises, the RDA and/or the Repauno Site, whether known or unknown and whether first occurring or existing prior to or after the effective date of this Agreement, including the performance of Remedial Actions and the curing of any violation or non-compliance with Environmental Laws, it being the express intention of the Company and the Authority that the Authority shall have no liability with respect to environmental matters of any kind or nature whatsoever respecting the Leased Premises, the RDA and/or the Repauno Site, including any of the foregoing liabilities or obligations;

(iii) comply with, and cause DRP and all users, occupiers, operators, contractors, invitees and licensees of the Leased Premises to comply with, the terms and conditions of any Institutional Controls applicable to the Leased Premises, including the Deed Notice and the CEA/WRA, and all use restrictions set forth therein;

(iv) cause DRP to satisfy its obligations under the EIA;

(v) satisfy, or cause DRP to satisfy, all obligations imposed under the terms and conditions of the Soil RAP, including all obligations related to site inspections, preparation and submission of biennial certifications, payment of permit fees and the establishment and maintenance of Financial Assurance;

(vi) to the extent within the responsibility or control of the Company or DRP, take, or cause DRP to take, all actions to ensure the RDA Soil RAO remains in full force and effect;

(vii) cause DRP to (1) renew and maintain the PLL Policies or obtain and maintain policies providing coverages, limits, and conditions that are substantially the same in scope and type to, and coverage amounts no less than the amounts presently provided by, the PLL Policies as of the date of this Agreement (currently in the aggregate amount of $100,000,000), which PLL Policies or such other policies, as applicable, shall name the Authority as an additional named insured, and (2) provide the Authority with advance written notice of any material detrimental changes proposed to such coverages, limits, conditions and/or amounts (whether in connection with the maintenance of or renewal of the PLL Policies or such other policies) and obtain the Authority’s advance written consent to such proposed changes, which consent may be granted or withheld by the Authority in its sole discretion, except if DRP and the Company do not have the commercially reasonable ability, after seeking the required insurance from at least (3) nationally recognized insurance companies, to prevent such changes from occurring (including if, due to general trends or developments in the insurance market over time, the exact types, terms or amounts of coverage available at any particular time are no longer generally offered in the insurance market at a later time);

(viii) provide, or cause DRP to provide, the Authority or its designees with copies of all final reports, workplans, forms and other material documents submitted by Chemours (if a copy is received by DRP) or DRP to, or received by Chemours (if a copy is received by DRP) or DRP from, the NJDEP and/or the USEPA in connection with the ACO, the SRP Cases and/or the EIA; and

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(ix) respond to and comply with, or cause DRP to respond to and comply with, all obligations imposed on the Company and/or DRP by the NJDEP or any LSRP in connection with any audit, rescission, revocation or invalidation of any RAOs issued under the SRP Cases, including the RDA Soil RAO, including the performance of additional Remedial Actions required of DRP by the NJDEP or any LSRP, to allow the issuance of new, amended or replacement RAO(s).

(d) Waiver and Release of Claims. At all times following the effective date of this Agreement, the Company shall release, waive and covenant not to sue the Authority or any of the Indemnified Parties with respect to any and all claims, rights, remedies or causes of action that the Company has now or in the future that may arise against the Authority or any of the Indemnified Parties under Environmental Laws or any other theory of liability (whether statutory, common law, contractual or otherwise) with respect to or in any way arising from environmental matters of any kind or nature whatsoever respecting the Leased Premises, the RDA and/or the Repauno Site, including without limitation (i) any Environmental Conditions on, at, under, migrating to or emanating from the Leased Premises, the RDA and/or the Repauno Site, whether known or unknown, and whether first occurring or existing prior to, on or after the effective date of this Agreement, (ii) any and all costs incurred by the Company to satisfy any of its obligations under this Section 7.32, (iii) any violation of or non-compliance with Environmental Laws relating to the Leased Premises, the RDA and/or the Repauno Site, and (iv) any Third Party Claims with respect to any environmental matters relating to the Leased Premises, the RDA and/or the Repauno Site.

(e) Indemnification. Without in any way limiting or affecting the Company’s indemnification obligations under Section 7.10 hereof, and in addition to such obligations (but without double recovery of any specific Losses to the extent such Losses are covered in full under the respective indemnification provisions of both Section 7.10 and herein), at all times from and after the effective date of this Agreement, the Company shall indemnify, defend and hold harmless the Authority and the Indemnified Parties from and against any and all Losses imposed on, incurred by or asserted against the Authority or any of the Indemnified Parties or for which the Authority or any of the Indemnified Parties may be liable or obligated arising from or relating to: (i) the Company’s failure to satisfy any of its obligations under this Section 7.32; (ii) Environmental Conditions on, at, under, migrating to or emanating from the Leased Premises, the RDA and/or the Repauno Site occurring or existing prior to the effective date of this Agreement; (iii) any Releases of Hazardous Substances on, at, under, migrating to or emanating from the Leased Premises, the RDA and/or the Repauno Site that first occur at any time after the effective date of this Agreement; and (iv) any Third Party Claims issued or asserted by any Governmental Authority or any Person with respect to any environmental matters respecting the Leased Premises, the RDA and/or the Repauno Site.

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(f) Indemnification Procedures. (i) If any action shall be brought against the Authority or any Indemnified Party based upon any of the matters for which the Authority or any Indemnified Party is indemnified hereunder, the Authority or any Indemnified Party shall notify the Company in writing thereof, which notice shall include a copy of all pleadings and summons in the possession of the Authority or such Indemnified Party relating to such action and shall specifically state that indemnification for such action is being sought under this Agreement, and the Company shall promptly assume the defense thereof, including, without limitation, the employment of counsel selected by the Company and reasonably acceptable to the Authority or the applicable Indemnified Party and the negotiation of any settlement; provided, however, that any failure of the Authority or an Indemnified Party to notify the Company of such matter shall not impair or reduce the obligations of the Company hereunder. The Authority and the Indemnified Party shall reasonably cooperate with the Company, at the Company’s sole cost and expense, in connection with the defense or settlement of any such claim or action in accordance with the terms of this Agreement. If (a) the Authority or any Indemnified Party determines, based on the advice of counsel, that the conduct of its defense by the Company would present a conflict of interest or otherwise be materially prejudicial to its interests, (b) the Company refuses to defend or (c) the Company shall have failed, in the Authority and/or such Indemnified Party’s commercially reasonable judgment, to defend the action in good faith, then the Authority and the Indemnified Party shall have the right, at the expense of the Company (which expense shall be included in Losses), to employ separate counsel in any such action and to participate in the defense thereof; provided, however, that such defense shall in no way impair or prejudice the Company’s defense of its own position. In the event the Company shall fail to undertake to defend the Authority and an Indemnified Party against any claim, loss or liability for which the Authority or such Indemnified Party is indemnified hereunder, the Authority or such Indemnified Party may, at its sole option and election, defend or settle such claim, loss or liability (provided that the Authority and the Indemnified Party shall give notice of any such settlement to the Company). The liability of the Company to the Authority or any Indemnified Party hereunder shall be conclusively established by such settlement, provided such settlement is made in good faith. The amount of such liability shall include both the settlement consideration and the Losses and expenses, including, without limitation reasonable attorneys’ fees and disbursements, incurred by the Authority or any Indemnified Party in effecting such settlement. In such event, such settlement consideration, costs and expenses shall be included in Losses and the Company shall pay the same as hereinafter provided. The Authority or any Indemnified Party’s good faith in any such settlement shall be conclusively established if the settlement is made on the advice of independent legal counsel for the Authority or an Indemnified Party.

(ii) The Company shall not, without the prior written consent of the Authority or the Indemnified Party: (a) settle or compromise any action, suit, proceeding or claim or consent to the entry of any judgment with respect to any matter for which the Authority or the Indemnified Party is entitled to be indemnified hereunder and that (I) does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Authority and the Indemnified Party of a full and complete written release of the Authority and the Indemnified Party (in form, scope and substance satisfactory to the Authority or any Indemnified Party) from all liability in respect of such action, suit, proceeding or claim and a dismissal with prejudice of such action, suit, proceeding or claim and (II) includes any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the Authority or any Indemnified Party; or (b) settle or compromise any action, suit, proceeding or claim in any manner that is reasonably likely to adversely affect the Authority and the Indemnified Party or to obligate the Authority or any Indemnified Party to pay any sum or perform any obligation.

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(g) All Losses shall be immediately reimbursable to the Authority or any Indemnified Party when and as incurred and, in the event of any litigation, claim or other proceedings without any requirement of waiting for the ultimate outcome of such litigation, claim or other proceedings and the Company shall pay to the Authority or any Indemnified Party any and all Losses within thirty (30) days after written notice from the Authority or an Indemnified Party itemizing in reasonable detail the amounts thereof incurred to the date of such notice. In addition to any other remedy available for the failure of the Company to periodically pay such Losses, such Losses, if not paid within thirty (30) days shall accrue interest at the rate of twelve percent (12%).

(h) Survival. The provisions of this Section 7.32 shall survive the expiration or earlier termination of this Agreement.

ARTICLE VIII

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AUTHORITY

The Authority represents, warrants and covenants as follows:

Section 8.01. Organization, Powers, Etc. The Authority is a public body corporate and politic and is authorized under the Act to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations herein and therein. The Authority has duly authorized the execution and delivery of this Agreement, the Indenture and all other documents and instruments to be delivered by the Authority in connection with the transactions contemplated hereby and will do or cause to be done all things necessary to preserve and keep such authorizations in full force and effect. The Project constitutes a “project” within the meaning of the Act. To the best knowledge of the Authority, the Authority has duly complied with the provisions of the Act in connection with the authorization and issuance of the Series 2025 Bonds.

Section 8.02. Approval of Bond Issuance, Etc.

(a) To finance the Costs of the Project, the Authority proposes to issue $300,000,000 aggregate principal amount of the Series 2025 Bonds which will be in the series and in the principal amounts, and will mature and bear interest as set forth in Article III of the Indenture and which will be subject to redemption as set forth in Article IV of the Indenture. The Series 2025 Bonds will be issued under the Indenture and secured pursuant to the terms thereof, pursuant to which the Authority’s interest in the Company Sublease (except its Payment Rights and the right of the Authority at its option to enforce its Reserved Rights, without limiting the right of the Trustee with respect thereto) will be pledged and assigned to the Trustee in order to provide for the payment of the principal of and interest and premium, if any, on the Series 2025 Bonds; provided, however that the Authority has not assigned to the Trustee the right to grant or withhold consent pursuant to Sections 7.11 and 7.15 hereof or the additional remedies set forth in Section 10.03 hereof; and provided further that, other than any rights of the Trustee or the Collateral Agent pursuant to the Secured Obligation Documents, no Property Interests are being pledged, assigned or granted by the Authority to the Trustee. The issuance of the Series 2025 Bonds and the execution of this Agreement and the Indenture have been approved by the Authority at duly constituted meetings.

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(b) The execution and delivery of this Agreement and the Series 2025 Bonds, and compliance with the provisions thereof, will not conflict with or constitute on the part of the Authority a violation of the Constitution of the State or a violation, breach of or default under its by-laws or any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which the Authority is a party or by which the Authority is bound, or to the best knowledge of the Authority, any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Authority or any of its activities or properties, and to the best knowledge of the Authority, all consents, approvals, authorizations and orders of governmental or regulatory authorities which are required to be obtained by the Authority for the consummation of the transactions contemplated thereby have been obtained. No authority or proceedings for issuance of the Series 2025 Bonds or documents executed in connection therewith have been repealed, revoked, rescinded or superseded.

(c) There is no action, suit or proceeding at law or in equity, pending or threatened against the Authority, to restrain or enjoin the issuance or sale of the Series 2025 Bonds or in any way contesting the validity or affecting the power of the Authority with respect to the issuance and sale of the Series 2025 Bonds or the documents or instruments executed by the Authority in connection therewith or the existence of the Authority or the power or the right of the Authority to finance the Project.

(d) Any Certificate signed by the Chairman, Vice-Chairman, Chief Executive Officer, or any other authorized officer of the Authority duly authorized by the by-laws of the Authority shall be deemed a representation and warranty by the Authority to the respective parties as to the statements made therein.

(e) The Authority makes no representation as to (i) the financial position or business condition of the Company or (ii) the correctness, completeness or accuracy of any of the statements, materials (financial or otherwise), representations or certifications furnished or to be made by the Company in connection with the sale or transfer of the Series 2025 Bonds, the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder or in connection with the sale of the Series 2025 Bonds.

Section 8.03. No Assignment by the Authority.

(a) Except as provided herein and in the Indenture, the Authority has not and shall not assign, encumber, convey or otherwise dispose of its rights hereunder.

(b) The Authority shall not sell, assign, encumber (other than pursuant to the granting clauses of the Indenture), convey or otherwise dispose of its interest in this Agreement and in the rent payable hereunder during the term of this Agreement, except as set forth in this Section, without the prior specific written consent of the Company and the Trustee and any purported disposition without such consent shall be void.

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(c) The parties acknowledge that, among other rights reserved and retained by DRP under the Ground Lease, DRP has certain rights to access and use, and to allow others to access and use, the land comprised in the Leased Premises, subject to compliance with applicable non-interference protections and other restrictions set forth in the Ground Lease. In addition, the Authority and Trustee will, at the specific written direction of the Company so long as there exists no uncured Event of Default hereunder, with the consent of the Company, grant such access rights over, across, or under, the Leased Premises, or grant such permits or licenses with respect to the use thereof, free from the terms and conditions of this Agreement as the Company shall determine is necessary or convenient for the operation or use of the Series 2025 Facilities (or as shall be desirable for the use of other facilities or another parcel of property at the Terminal or a public utility), provided that the Authority and the Trustee receive a certificate from an Authorized Company Representative that such access rights, permits or licenses shall not materially adversely affect the use or operation of the Series 2025 Facilities and the Trustee may request a Favorable Opinion of Bond Counsel in connection with such materiality determination. The Authority and the Trustee agree, at the sole cost and expense of the Company, to execute and deliver any and all instruments reasonably requested by the Company to confirm and grant any such access rights, permit or license.

(d) Notwithstanding any other provision of this Agreement, so long as there exists no uncured Event of Default hereunder, the Company may from time to time direct in writing to the Authority and the Trustee to release and remove from this Agreement any unimproved part of the Leased Premises (on which none of the improvements, including the buildings, structures, improvements, related facilities, fixtures or other property comprising the Series 2025 Facilities are situated; provided, that for purposes of this Section 8.03, the foregoing “improvements” shall not include roadways, parking areas, curbs, gutters, landscaping, pump station, water tank and utility facilities) provided that the Authority and the Trustee receive a Favorable Opinion of Bond Counsel and a certificate from an Authorized Company Representative that such release and removal will not materially adversely affect the use or operation of the Series 2025 Facilities. Upon any such prior written request by the Company, the Authority and the Trustee shall, at the sole cost and expense of the Company, execute and deliver any and all instruments reasonably requested by the Company to so release and remove such portion of the Leased Premises; provided, that no such release shall be effected unless there shall be deposited with the Trustee a certificate of an Authorized Company Representative, stating that the portion of the Leased Premises and the release so proposed to be made is not needed for the operation of the Series 2025 Facilities, will not materially adversely affect the use or operation of the Series 2025 Facilities and will not destroy the means of ingress thereto and egress therefrom.

(e) No conveyance or release effected under the provisions of this Section 8.03 shall entitle the Company to any abatement or diminution of the rents payable under Section 3.02 hereof or the other payments required to be made by the Company under this Agreement.

Section 8.04. Findings and Determinations. Based upon the information provided to the Authority, the Authority hereby finds and determines that the financing of the Project through the issuance of the Series 2025 Bonds will further the public purposes of the Act.

Section 8.05. Tax‑Exemption Covenant. Except as otherwise expressly permitted by the Bond Documents, the Authority hereby covenants not to take any action or fail to take any action which would cause the interest on the Series 2025 Bonds to lose the exclusion from gross income for purposes of federal income taxation (except any Series 2025 Bond for any period during which such Series 2025 Bond is held by a “substantial user” of a facility financed with the proceeds of the Series 2025 Bonds or a “related person” as such terms are defined in Section 147(a) of the Code). The Authority agrees that it shall at all times do and perform all acts and things necessary under the Code in order to assure that interest paid on the Series 2025 Bonds (except any Series 2025 Bond for any period during which such Series 2025 Bond is held by a “substantial user” of a facility financed with the proceeds of the Series 2025 Bonds or a “related person” as such terms are defined in Section 147(a) of the Code) shall, for purposes of federal income taxation, be and remain excludable from the gross income of the recipients thereof under the Code and that it will refrain from doing or performing any act or thing that will cause such interest not to be so excludable. Notwithstanding anything contained in this Section to the contrary, the Authority shall not have any liability to the Owners, the Trustee or otherwise as a result of its failure to comply with the provisions of this Section except to redeem the Series 2025 Bonds as provided in Section 3.04(d) of the Indenture.

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Section 8.06. Right or Responsibility for Leased Premises. Notwithstanding anything contained herein to the contrary, the Authority shall have no right or responsibility for the operation, maintenance, management, control, care or repair of the Leased Premises.

Section 8.07. Limitation on Interests, Rights and Remedies.

(a) The Company and the Authority hereby acknowledge and agree that notwithstanding this Agreement, the Indenture or any of the other Bond Documents or any of the provisions hereof or thereof or any other facts or circumstances to the contrary, that the only Property Interest that the Company shall have in the Leased Premises during the term of this Agreement (other than the Company’s reversionary interest therein in its capacity as lessor under the Authority Sublease) is to have subleased and sub-subleased (as applicable) the Leased Premises from the Authority and to otherwise perform the obligations of the Company set forth hereunder and, except to the extent provided pursuant to the terms and provisions of the Secured Obligation Documents or permitted by Article X of this Agreement while an Event of Default shall have occurred and be continuing hereunder, neither the Authority nor the Trustee shall have any right to sell, convey, transfer, mortgage, acquire, pledge or resublet the Leased Premises, or to disturb the Company’s use, occupancy, possession or quiet enjoyment of the Leased Premises in any way or by any means during the term of the Company Sublease under this Agreement.

(b) The Company further understands and agrees nothing contained in this Agreement shall affect the Authority’s (i) right to cause a mandatory redemption of the Bonds pursuant to Section 4.5(e) of the Indenture or (ii) right to specific performance pursuant to Section 10.03(b) hereof.

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ARTICLE IX

INSURANCE REQUIREMENTS, DAMAGE, DESTRUCTION, CONDEMNATION AND OTHER PAYMENTS

Section 9.01. Property Insurance Required. The Company agrees to maintain property insurance providing for protection on an all risk-basis in respect of the Series 2025 Facilities, following completion thereof, including any Personal Property, for the full replacement cost thereof. Following completion of the Series 2025 Facilities, until the payment of the Bonds in full shall have occurred, the Company will, at a minimum, maintain commercial property insurance insuring property coverage on an all-risks basis with respect to the Terminal assets, including the Series 2025 Facilities in an amount equal to the replacement value of the Series 2025 Facilities and shall name the Collateral Agent as a mortgagee (real property) or lender’s loss payee (business personal property) and the Authority and the Trustee as loss payee.

Section 9.02. Liability Coverages Required. In addition to satisfying the Company’s liability insurance obligations under Section 7.32(c)(vii) hereto, until the payment of the Bonds in full shall have occurred, the Company will, at a minimum, maintain the PLL Policies required by Section 7.32 hereof and commercial general liability insurance against for bodily injury, death or property damage occurring on, in or about the Series 2025 Facilities in amounts not less than $2,000,000 with respect to bodily injury and property damage per occurrence and $3,000,000 in the aggregate and shall name each of the Authority and the Trustee as an additional insured on a primary and non-contributory basis (limits may be obtained through a combination of primary and umbrella/excess liability policies, however, terms and conditions must follow the underlying form).

Section 9.03. General Insurance Provisions. All insurance required to be carried by the Company under this Agreement shall:

(a) be by such insurer (or insurers) as shall be financially responsible, qualified to do business in the State and of recognized standing;

(b) be in such form and have such provisions as are generally considered standard provisions for the type of insurance involved;

(c) subject to the insurer being willing to include such a prohibition, prohibit cancellation, termination or lapse in coverage by the insurer without at least 30 days prior written notice (10 days for non-payment cancellation) to the Authority and the Trustee (a blanket endorsement language is acceptable);

(d) without limiting the generality of the foregoing, policies carried on the Series 2025 Facilities and the Leased Premises shall name the Authority and the Trustee as additional insureds and loss payees, where allowed;

(e) all liability policies must include a waiver of subrogation provision or endorsement in favor of the Authority and the Trustee; and

(f) prior to expiration of any such policy, the Company shall furnish the Authority and the Trustee with a written certificate of the Company to the Authority and the Trustee that the policy or certificates has been renewed or replaced in compliance with this Agreement.

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Any or all of the insurance requirements on the Company hereunder may at the Company’s election be fulfilled by DRP or other affiliates of the Company. The Authority and the Trustee shall each be supplied with an annual certificate, within thirty (30) days after the close of the Company’s fiscal year, certifying that the insurance policies required to be maintained by the Company are still in full force and effect.

In the event the Company shall fail to maintain the insurance coverage required by this Agreement, the Authority or the Trustee may (but shall be under no obligation to), after ten (10) days’ written notice to the Company, unless cured within such ten (10) day period, contract for the required policies of insurance and pay the premiums on the same, and the Company agrees to reimburse the Authority or the Trustee, as applicable, to the extent of the amounts so advanced with interest thereon at the maximum rate permitted by law. If the Company cures such failure within such 10-day period or if the Authority elects to contract for the required policies of insurance (subject always to the Company’s reimbursement of the Authority for the same, plus applicable interest), such failure shall not be deemed an Event of Default for purposes of Article X.

Section 9.04. Damage, Destruction or Condemnation.

(a) In the event that at any time during the term of this Agreement the whole or part of the Series 2025 Facilities shall be damaged or destroyed, or taken or condemned by a competent authority for any public use or purpose and those authorized to exercise such right, or if the temporary use of the Series 2025 Facilities shall be so taken by condemnation or agreement (a “Loss Event”):

(i) the Authority shall have no right or obligation to rebuild, replace, repair or restore the Series 2025 Facilities,

(ii) the Company shall have no obligation to rebuild, replace, repair or restore the Series 2025 Facilities,

(iii) there shall be no abatement, postponement or reduction in the rent or other amounts payable by the Company under this Agreement, and

(iv) the Company will promptly give written notice of such Loss Event to the Authority and the Trustee, generally describing the nature and extent thereof.

(b) In the event that the whole or a part of the Series 2025 Facilities is damaged or destroyed or taken or condemned by a competent authority and the Company does not rebuild, replace, repair or restore the Series 2025 Facilities, the Company shall cause the Series 2025 Bonds to be redeemed in whole or in part, as the case may be, pursuant to and in accordance with Section 4.5(c) of the Indenture unless the Company and the Trustee receive an opinion of McCarter & English, LLP so long as McCarter & English, LLP is still in existence or if McCarter & English, LLP ceases to exist, from any successor firm to McCarter & English, LLP, or if there is no successor firm, any Bond Counsel, that the Series 2025 Facilities would still constitute a dock and wharf which is an exempt facility within the meaning of Section 142(a)(1) of the Code or that failure to rebuild would not cause the interest on the Series 2025 Bonds to cease to be excludable from gross income for Federal income tax purposes.

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In the event that the whole or a part of the Series 2025 Facilities is damaged or destroyed or taken or condemned by a competent authority and the Company rebuilds, replaces, repairs or restores the Series 2025 Facilities, the Company shall do so at its own cost and expense. The Company shall not by reason of payment of any such excess costs be entitled to any reimbursement from the Authority, the Trustee or any Bondholder, nor shall the rent or other amounts payable by the Company under this Agreement be abated, postponed or reduced. Any such rebuilding, replacement, repair, restoration or substitution shall:

(i) to the extent the Company rebuilds, replaces, repairs, restores or substitutes for the Series 2025 Facilities as a result of such Loss Event, such rebuilding, replacement, repair, restoration or substitution on the Leased Premises shall automatically be deemed a part of the Series 2025 Facilities and be made subject to this Agreement;

(ii) not change the nature of the Series 2025 Facilities as an authorized project as defined in and as contemplated by the Act, nor change the nature of the Series 2025 Facilities so that they would not constitute a dock and wharf which is an exempt facility within the meaning of Section 142(a)(1) of the Code; and

(iii) be effected with due diligence in a good and workmanlike manner, in compliance with all applicable legal requirements and be promptly and fully paid for by the Company in accordance with the terms of the applicable contract(s) therefor.

(c) The Authority and the Company shall cooperate and consult with each other in all matters pertaining to the settlement, compromise, arbitration or adjustment of any claim or demand on account of any Loss Event, but the settlement, compromise, arbitration or adjustment of any such claim or demand shall be subject to the approval only of the Company.

(d) Any proceeds received by or payable to the Company or the Authority as a result of a Loss Event (whether from insurance, as a condemnation award or otherwise) shall be paid to the Company and applied in accordance with the terms of the Collateral Agency Agreement.

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ARTICLE X

DEFAULTS AND REMEDIES

Section 10.01. Events of Default. Any one or more of the following events shall constitute an event of default hereunder (an “Event of Default”):

(a) Any representation or warranty by or on behalf of the Company made herein or in any report, certificate, financial statement or other instrument furnished in connection with this Agreement shall prove to have been false or misleading in any material respect when made; or

(b) Except as provided in Section 10.01(c), any failure by the Company to satisfy any of its material covenants or obligations under this Agreement and such failure shall continue unremedied or uncured for sixty (60) days after written notice thereof to the Company from the Authority or the Trustee; provided that such sixty (60) day cure period shall not apply to the Company’s compliance with the insurance requirements under Article X of this Agreement;

(d) Except as provided in Section 10.01(c), default in the due payment of any other amounts or in the due observance or performance of any other material covenants, conditions or agreements on the part of the Company required to be observed or performed pursuant to the terms hereof or pursuant to any certificate or other instrument furnished in connection with this Agreement, including the Administration Expense Guaranty, and such default shall continue unremedied for thirty (30) days after written notice thereof to the Company from the Authority or the Trustee, provided that if said default is such that it cannot be corrected within such period it shall not constitute an Event of Default if corrective action is instituted by the Company within such period and diligently pursued until the default is corrected, and provided further that in no event shall the failure of the Company to comply with its secondary market disclosure obligations under Section 7.18 hereof be deemed to constitute an Event of Default hereunder; or

(e) The occurrence of any Secured Obligation Event of Default under Article X of the Collateral Agency Agreement and such Secured Obligation Event of Default shall continue unremedied or uncured for sixty (60) days after written notice thereof to the Company from the Collateral Agent; or

(f) The occurrence of an Act of Bankruptcy of the Company or DRP; or

(g) If the Company or DRP voluntarily abandons the Terminal or otherwise ceases operations at the Terminal and, without reasonable cause, fails, for sixty (60) consecutive days, to take reasonable action to end such abandonment or cessation; provided that this clause shall not apply if the Company or DRP abandons the Terminal or ceases operations at the Terminal in connection with any strike, boycott, labor dispute, embargo, shortage of materials, act of God, act of a public enemy, act of governmental authority, weather condition, tide, riot, rebellion, sabotage or any other circumstance that is not within the control of the Company or DRP; or

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(h) A final, non-appealable judgment is entered against the Company for the payment of money in excess of $30,000,000 (to the extent not paid or covered by insurance or indemnities as to which the insurer or indemnity has been, or promptly will be, notified of such judgment and the applicable insurance company or indemnity has not denied coverage thereof) as a result of the possession, ownership, control, operation or financing of the Terminal, if such judgment remains unsatisfied without any procurement of a stay of execution or is not otherwise vacated or discharged within sixty (60) days from the date of entry thereof (or such longer period for payment as is permitted by the applicable judgment); or

(i) The occurrence of an event of default under any Secured Obligation Documents relating to Additional Senior Secured Indebtedness (as defined in the Collateral Agency Agreement) with a principal amount in excess of $30,000,000, in each case, beyond the grace period provided, if any, but only if such event of default results in an acceleration of such Additional Senior Secured Indebtedness or results in the holder(s) of such Additional Senior Secured Indebtedness causing such Additional Senior Secured Indebtedness to become due prior to its stated maturity; or

(j) The occurrence of a Change of Control.

Section 10.02. Remedies. Upon the occurrence and during the continuance of an Event of Default, the Authority can deliver to the Trustee a written notice, with a copy to the Company and the Collateral Agent, that an Event of Default has occurred and is continuing. The Trustee shall not be deemed to have any knowledge of the occurrence of an Event of Default unless and until it has received written notice from the Authority, the Company or one or more Owners of the Bonds. Upon the provision of written notice, as applicable, the Trustee shall have the right to take one or more enforcement actions and exercise all remedies available to it at law or in equity, including the following actions:

(a) Subject to Section 7.2 of the Indenture, in the case of a default in the payment of principal of or interest on the Bonds when due, declare the entire unpaid amount payable hereunder to be immediately due and payable forthwith, whereupon such amount shall become forthwith due and payable, without presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived, anything contained herein or elsewhere to the contrary notwithstanding; or

(b) Subject to Section 8.07 hereof and the terms of the Indenture, take any action at law or in equity to collect the payments then due and thereafter to become due hereunder or to enforce performance and observance of any obligation, agreement or covenant of the Company under this Agreement; or

(c) Pursuant to the terms of the Collateral Agency Agreement, direct the Collateral Agent to take or cause to be taken any and all actions necessary to implement any available remedies with respect to the Collateral under any of the Secured Obligation Documents; or

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(d) Have reasonable access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of the Company during regular business hours of the Company and following prior reasonable notice; or

(e) Take on behalf of the Bondholders whatever other action at law or in equity as may appear necessary or desirable to collect the amounts then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Company under this Agreement or the rights of the Bondholders; or

(f) Discontinue disbursement of any portion of the Bond proceeds.

If any party shall have proceeded to enforce this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to such party, then the Company, the Authority and the Trustee shall be restored, respectively, to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Authority and the Trustee shall continue as though no such proceedings had taken place.

Section 10.03. Additional Authority Remedies on Default. Subject to Section 10.09 hereof, in addition to other remedies permitted by Section 10.02 hereof and by law, the following shall constitute additional and exclusive remedies of the Authority:

(a) upon the occurrence of any of the following, the Company shall, at the written direction of the Authority, prepay all amounts due hereunder in full together with interest accrued and to accrue to the redemption date: (i) the Company or DRP ceases to operate the Series 2025 Facilities (after the Series 2025 Facilities are place into operation) as, or the Project ceases to be, an authorized project under the Act, in either case, for twelve (12) consecutive months, without first obtaining the written consent of the Authority, or (ii) an Event of Default under Section 10.01(a) hereof, or (iii) the Company ceases to maintain or cause to be maintained the liability insurance required by this Agreement for the benefit of the Authority for thirty (30) consecutive days after notice of such failure by the Authority and three (3) Business Days to cure. The Authority shall give notice to the Company and the Trustee of any such occurrence whereupon the Trustee shall give notice to the Bondholders of the redemption of the Series 2025 Bonds pursuant to the terms of the Indenture and will set a redemption date pursuant to the terms of the Indenture, but in no event later than sixty (60) days after the Authority gives written notice to the Trustee of the occurrence. The prepayment of all amounts due hereunder shall be due and payable on the second Business Day next preceding the redemption date for the Series 2025 Bonds. Prepayment by the Company pursuant to this Section shall be in an amount sufficient, together with other funds on deposit with the Trustee which are available for such purpose, to redeem the Series 2025 Bonds then Outstanding and to pay (i) all other amounts due hereunder, (ii) all Administration Expenses accrued and to accrue through the redemption date and (iii) any other expenses and fees required to satisfy and discharge the Indenture.

(b) in addition to the remedy specified in paragraph (a) above, if the Company commits a breach or threatens to commit a breach of any of the provisions of this Agreement or of any of the other Bond Documents, the Authority shall have the right and remedy, without posting bond or other security, to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause immediate and irreparable injury to the Authority and that money damages will not provide an adequate remedy therefor.

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The exercise of rights under Section 10.03(b) shall not preclude the Authority’s exercise of rights under Section 10.03(a) above and shall not diminish the Trustee’s right to enforce specific performance, if appropriate, of the Bond Documents.

Section 10.04. Service of Process. If any service upon the Company is or may hereafter be required in connection with any suit or exercise of other remedies against it hereunder, the Company does hereby appoint CT Corporation System as its agent to receive such service with written notice sent to the Company at the address specified in this Agreement. The Company does hereby consent to jurisdiction to any such suit brought in the State and does waive any objection to the venue of any such suit, action or proceeding on this Agreement in any of the courts of the State.

Section 10.05. No Remedy Exclusive. Except as set forth in Section 10.03 hereof, no remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this 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 or power may be exercised from time to time and as often as may be deemed expedient. No notice, other than such notice as may be required in this Agreement, shall be required precedent to the exercise of any remedy hereunder or at law, in equity or pursuant to statute. Subject to Section 3.01 hereof, such rights and remedies as are given the Authority hereunder shall also extend to the Trustee, and the Trustee (on behalf of the Owners of the Bonds) shall be deemed a third party beneficiary of all covenants and agreements herein contained.

Section 10.06. Agreement to Pay Attorneys’ Fees and Expenses. In the event the Company should default under any of the provisions of this Agreement and either the Authority or the Trustee shall require and employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement or performance or observance of any obligation or agreement on the part of the Company herein contained, the Company agrees that it will on demand therefor pay to the Authority or the Trustee the reasonable fees and expenses of such attorneys and such other expenses so incurred.

Section 10.07. No Waiver Implied. No waiver of any breach by the Company of any of its obligations, agreements or covenants hereunder shall be a waiver of any subsequent breach or of any other obligation, agreement or covenant, nor shall any forbearance to seek a remedy for any breach by the Company be a waiver of any rights and remedies with respect to such breach or any subsequent breach.

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Section 10.08. Default by Authority - Limited Liability. Notwithstanding any provision to the contrary set forth in this Agreement, no provision of this Agreement shall be construed so as to give rise to a pecuniary liability of the Authority or its members or to give rise to a charge upon the general credit of the Authority or such members; the liability of the Authority hereunder shall be limited to its interest in this Agreement and the lien of any judgment shall be restricted thereto. There shall be no other recourse against the Authority or any other property now or hereafter owned by it. No recourse shall be had or any claim based on this Agreement or the Bonds or any document delivered pursuant to this Agreement or the Bonds against any member, officer or employee, past, present or future, of the Authority or of any successor body, either directly or through the Authority or any such successor body, under any constitutional provision, statute or rule of law or by the enforcement of any assessment or penalty or otherwise. This Section 10.08 shall not relieve the Company of any liability or obligation under any instrument relating to this Agreement, the Indenture or any other Bond Document. In the performance of the agreements of the Authority herein contained, any obligation it may incur for the payment of money shall not be a debt or obligation of the State or any political subdivision thereof. The Authority does not assume general liability for the repayment of the Bonds or for the costs, fees, penalties, taxes, interest, charges, insurance or any other payments recited herein, but shall be obligated to pay the same only out of the amounts payable by the Company hereunder. The Authority shall not be required to do any act whatsoever or exercise any diligence whatsoever to mitigate the damages to the Company if an Event of Default shall occur hereunder.

THE STATE IS NOT OBLIGATED TO PAY, AND NEITHER THE FAITH AND CREDIT NOR TAXING POWER OF THE STATE IS PLEDGED TO THE PAYMENT OF, THE PRINCIPAL OR REDEMPTION PRICE, IF ANY, OF OR INTEREST ON THE BONDS. THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY OUT OF THE REVENUES OR OTHER RECEIPTS, FUNDS OR MONEYS OF THE AUTHORITY PLEDGED UNDER THE INDENTURE AND FROM ANY AMOUNTS OTHERWISE AVAILABLE UNDER THE INDENTURE FOR THE PAYMENT OF THE BONDS. THE BONDS DO NOT NOW AND SHALL NEVER CONSTITUTE A CHARGE AGAINST THE GENERAL CREDIT OF THE AUTHORITY. THE AUTHORITY HAS NO TAXING POWER.

The Act provides that neither the members of the Authority nor any person executing the Bonds for the Authority shall be personally liable on the Bonds by reason of the issuance thereof. All covenants, stipulations, promises, agreements and obligations of the Authority set forth herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of any member, officer or employee of the Authority in his or her individual capacity, and no recourse shall be had for the principal or Redemption Price, if any, of or interest on the Bonds or for any claim based thereon or hereunder against any member, officer or employee of the Authority or any person executing the Bonds.

Section 10.09. No Obligation or Right to Re-Let. Notwithstanding anything contained herein to the contrary, upon the occurrence of an Event of Default by the Company hereunder, the Authority shall have no obligation or right to re-let the Leased Premises or otherwise be required to mitigate any damages to the Company as a result of such Event of Default.

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ARTICLE XI

MISCELLANEOUS

Section 11.01. Notices. Any notice, request, complaint, demand, communication, or other paper shall be sufficiently given and shall be deemed given when delivered or mailed by registered or certified mail, postage prepaid, addressed as follows:

If to the Authority:

New Jersey Economic Development Authority

36 West State Street

P.O. Box 990

Trenton, New Jersey 08625

Attention: Director, Finance & Bond Portfolio Management

If to the Company:

DRP Urban Renewal 4, LLC

c/o Delaware River Partners LLC

200 N. Repauno Avenue

Gibbstown, New Jersey 08027

Attention: Legal Department

If to the Trustee, Collateral Agent, Paying Agent or Registrar:

UMB Bank, N.A.

5555 San Felipe St., Suite 870

Houston, Texas 77056

Attention: Jully Jiang

With a copy to:

McCall, Parkhurst & Horton L.L.P.

112 E. Pecan Street, Suite 1310

San Antonio, Texas 78205

Attention: Lauren Ferrero, Esq.

The above parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent.

Section 11.02. Survival of Covenants - Concerning Successors and Assigns. All covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the execution hereof and shall continue in full force and effect so long as the obligations hereunder are outstanding and unpaid; provided however that all covenants, agreements, representations and warranties as to all matters affecting the exclusion of the interest on the Series 2025 Bonds from gross income for federal income tax purposes and indemnification shall survive the termination of this Agreement. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Company which are contained in this Agreement shall bind its successors and assigns and inure to the benefit of the successors and assigns of the Authority.

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Section 11.03. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State.

Section 11.04. Modifications in Writing. Amendments, modifications or waivers of any provisions of this Agreement or the documents delivered hereunder or consent to any departure by the Company therefrom shall in no event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given and only in accordance with Article X of the Indenture. There shall be no cancellation, termination, waiver, surrender, acceptance of surrender, amendment, change or modification of this Agreement without the prior written consent of the Collateral Agent (and if any such action is taken without the prior written consent of the Collateral Agent, then such action shall not be effective as against the Collateral Agent); provided, however, that the foregoing shall not apply with respect to the Authority’s right to cause an Extraordinary Mandatory Redemption of the Bonds as provided in Section 4.5(e) of the Indenture or any right of cancellation or termination held by the Authority and expressly set forth in this Agreement, as may be amended from time to time pursuant to its terms.

Section 11.05. Captions. The section headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of any provisions of this Agreement.

Section 11.06. Severability. If any provision of this Agreement shall be held or deemed to be illegal, invalid or unenforceable by any court of competent jurisdiction, such holding shall not affect any other provision or provisions hereof.

Section 11.07. Prior Agreements Superseded. This Agreement shall completely and fully supersede all other prior understandings or agreements, both written and oral, between the Authority and the Company relating to the Project.

Section 11.08. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 11.09. Concurrent Ability of Trustee to Exercise Reserved Rights; Survival of Authority Reserved Rights. Notwithstanding anything else herein to the contrary, the Authority hereby irrevocably authorizes the Trustee to exercise the Reserved Rights (except the right of the Authority to receive certain payments other than Company Rent and the right to grant or withhold consent pursuant to Sections 7.11 and 7.15 of this Agreement or the additional remedies set forth in Section 10.03 of this Agreement) on a parity with the Authority (it being understood that each such party may independently withhold consent to any variation or waiver of any such Reserved Rights). The Reserved Rights and the Authority’s and the Trustee’s ability to enforce the Reserved Rights in accordance with this Section 11.09 will survive the termination of this Agreement so long as the Bonds are Outstanding.

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Section 11.10. Authorized Company Representative. Whenever under the provisions of this Agreement the approval of the Company is required or the Authority or the Trustee is required to take some action at the request of the Company, such approval or such request shall be given for the Company by the Authorized Company Representative, and the Authority or Trustee may rely upon the approval of such Authorized Company Representative or act upon such request and neither party hereto shall have any complaint against the other or against the Trustee as a result of any such action taken.

Section 11.11. Intention of Parties. It is the express intention of the parties hereto that the purchase, sale or transfer of any Bonds, as provided in the Indenture, shall not constitute or be construed to be the extinguishment of any Bonds or the indebtedness represented thereby (except to the extent any such Bonds may be canceled pursuant to the Indenture) or the reissuance of any Bonds or the refunding of any indebtedness represented thereby.

Section 11.12. Company to Perform Certain Covenants Under Indenture. The Company acknowledges that it has received an executed copy of the Indenture, and that it is familiar with its provisions, and agrees to be bound to the fullest extent permitted by law to all provisions thereof relating to it, and that, as the lessee under this Agreement, it will take all such actions as are required or contemplated of it under the Indenture to preserve and protect the rights of the Trustee and of the Bondholders thereunder and that it will not take or effect any action which would cause a default thereunder or jeopardize such rights. It is agreed by the Company and the Authority that any redemption of Bonds prior to maturity shall be effected as provided in the Indenture.

Section 11.13. Amendments to Law. A reference herein to a statute or to a regulation issued by a governmental authority includes the statute or regulation in force as of the date hereof, together with all amendments and supplements thereto and any statute or regulation substituted for such statute or regulation, unless the specific language or the context of the reference herein clearly includes only the statute or regulation in force as of the date hereof. A reference herein to a governmental authority, department, board, commission or other public body or to a public officer includes an entity or officer which or who succeeds to substantially the same functions as those performed by such public body or officer as of the date hereof, unless the specific language or the context of the reference herein clearly includes only such public body or public officer as of the date hereof.

Section 11.14. Right to Cure Defaults Under Indenture. With regard to any default under the Indenture concerning which notice is given to the Authority and the Company under the provisions of the Indenture, the Authority hereby grants the Company full authority for the account of the Authority to perform any covenant or obligation alleged in said notice to constitute such default, in the name and stead of the Authority with full power to do any and all things and acts to the same extent that the Authority could do and perform any such things and acts and with power of substitution.

Section 11.15. No Merger or Washout of this Agreement. As an explicit and material part of the consideration of both the Authority and the Company in entering into this Agreement, the Authority Sublease and the Company Sublease shall not be deemed to be “mutual” or “washout” leases and no merger of said leases shall be deemed to occur. The parties to this Agreement hereby waive the right to claim that there is a merger of the Company Sublease and the Authority Sublease.

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Section 11.16. Application of New Jersey Contractual Liability Act. Notwithstanding anything to the contrary contained herein, the foregoing is subject to the limitations of the provisions of the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1 et seq. and the New Jersey Tort Claims Act, N.J.S.A. 59:2-1 et seq. While the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1 et seq. is not applicable by its terms to claims arising under contracts with the Authority, the Company and the Trustee hereby agree that such statute (except N.J.S.A. 59:13-9) shall be applied to all claims arising against the Authority under this Agreement.

Section 11.17. No Obligation to Act. Notwithstanding anything to the contrary, the permissive rights of the Trustee to do things enumerated in this Agreement, on account of assignment, shall not be construed as duties.

Section 11.18. Third-Party Beneficiary; No Imposition of Liability. The Trustee is an intended third-party beneficiary under this Agreement, however, nothing contained herein is intended to, nor shall be deemed or construed to, impose any liability or obligation on the Trustee under this Agreement that is in conflict with its obligations as Trustee under the Indenture.

Section 11.19. New Jersey Conflicts of Interest Law. The Company acknowledges that pursuant to the New Jersey Conflicts of Interest Law, N.J.S.A. 52:13D-12, et seq., State employees are prohibited from representing a party other than the State before any State agency; and representation includes a prohibition against making personal appearances before any State agency on behalf of a party other than the State, writing letters, sending emails, or making phone calls to any State agency on behalf of a third party, and includes a ban on signing any documents or applications submitted to any State agency on behalf of a party other than the State including, but not limited to, this Agreement.

[The balance of this page has been intentionally left blank.]

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

[Authority Seal]	NEW JERSEY ECONOMIC DEVELOPMENT
	AUTHORITY

Attest:	/s/ Richard LoCascio	By:	/s/ David A. Lawyer
	Richard LoCascio		David A. Lawyer
	Assistant Secretary		Managing Director, Underwriting

		DRP URBAN RENEWAL 4, LLC

Witness:	/s/ Cadie DiGiambattista	By:	/s/ Hank Alexander
	Cadie DiGiambattista		Hank Alexander
	Government Relations		Chief Executive Officer

[Signature page to Lease Agreement]

SCHEDULE A

Series 2025 Facilities Land (Legal Descriptions)

Schedule A-1 – Legal Description of the Cryo Site

Schedule A-2 – Legal Description of the Shared Land

Schedule A-1

SCHEDULE A-1

24 March 2025

Revised 23 May 2025

130088805

WRITTEN DESCRIPTION

CRYOGENIC TANK URE 4 GROUND LEASE AREA

WITHIN BLOCK 8, LOTS 2 & 4

IN THE TOWNSHIP OF GREENWICH

GLOUCESTER COUNTY, NEW JERSEY

Commencing at a point where the division line between Block 8, Lot 2 and Block 8, Lot 4 intersects the northeasterly line of Block 8, Lot 1 as shown on a plan entitled “Overall Survey of Property, Delaware River Partners, LLC, formerly DuPont-Repauno Site, Greenwich Township, Gloucester County, New Jersey”, prepared by Adams, Rehmann & Heggan Associates, Inc., dated September 11, 2020, last revised May 17, 2022, and from said point of Commencement running; thence;

Along said division line between Block 8, Lot 2 and Block 8, Lot 4, as shown on said plan, North 49°26’00” East, a distance of 1026.71 feet to the Point of Beginning, and running; thence

Along a line through Block 8, Lot 2, North 46°23'17" West, a distance of 733.65 feet to a point; thence

Continuing along the same, North 09°21'59" West, a distance of 83.99 feet to a point; thence

Continuing along the same and along a line through Block 8, Lot 4, North 42°39'13" East, a distance of 696.79 feet to a point; thence

Along a line through Block 8, Lot 4, North 54°03'26" East, a distance of 221.72 feet to a point; thence

Continuing along the same, South 26°14'28" East, a distance of 196.44 feet to a point; thence

Continuing along the same, South 63°45'32" West, a distance of 62.19 feet to a point; thence

Continuing along the same, South 26°14'28" East, a distance of 141.13 feet to a point; thence

Continuing along the same, North 63°45'32" East, a distance of 62.19 feet to a point; thence

Continuing along the same, South 26°14'28" East, a distance of 669.27 feet to a point; thence

10.

Continuing along the same, South 59°14'38" West, a distance of 642.28 feet to the Point of Beginning.

Encompassing an area of 714,321 square feet or 16.398 acres, more or less.

Repauno Port & Rail Terminal

Greenwich Township, Gloucester County, New Jersey

Cryogenic Tank URE 4 Ground Lease Area

Langan Project No. 130088803

25 March 2025

Revised 23 May 2025

Page 2 of 2

The above described area is shown on an exhibit entitled “Cryogenic Tank URE 4 Ground Lease Exhibit, Repauno Port & Rail Terminal, Greenwich Township, Gloucester County, New Jersey” prepared by Langan Engineering and Environmental Services, LLC, Princeton, New Jersey, Project No. 130088803, dated March 25, 2025, Drawing No. FIG101.


	Joseph E. Romano Professional Land Surveyor New Jersey License No. 24GS03627300

NJ Certificate of Authorization No. 24GA27996400

\\langan.com\data\LAW\data8\130088805\Project Data\_Discipline\Survey\Office Data\Descriptions\130088805 - Cryogenic Tank URE 4 Ground Lease Area Description.docx

SCHEDULE A-2

24 March 2025

130088805

WRITTEN DESCRIPTION

22 FOOT WIDE ACCESS RIGHTS AREA

WITHIN BLOCK 8, LOTS 3, 4 & 4.02

IN THE TOWNSHIP OF GREENWICH

GLOUCESTER COUNTY, NEW JERSEY

Along said division line between Block 8, Lot 2 and Block 8, Lot 4, as shown on said plan, North 49°26’00” East, a distance of 1026.71 feet to the Point of Beginning, and running; thence

Along a line through Block 8, Lot 2, said line being the westerly line of a proposed cryogenic tank lease area, North 46°23'17" West, a distance of 733.65 feet to a point; thence

Continuing along the same, North 09°21'59" West, a distance of 83.99 feet to a point; thence

Continuing along the same and along a line through Block 8, Lot 4, North 42°39'13" East, said line being the northerly line of said proposed cryogenic lease area, a distance of 696.79 feet to a point; thence

Along a line through Block 8, Lot 4, along said northerly line, North 54°03'26" East, a distance of 221.72 feet to a point; thence

Continuing along the same, said line being the easterly line of said cryogenic tank lease area, South 26°14’28" East, a distance of 80.26 feet to the Point of Beginning, and running; thence

Along a line through Block 8, Lot 4, through Block 8, Lot 3, and continuing through Block 8, Lot 4, North 63°33'30" East, a distance of 367.04 feet to a point; thence

Along a line through Block 8, Lot 4, North 69°20'41" East, a distance of 21.26 feet to a point; thence

Continuing along the same, South 85°48'08" East, a distance of 128.80 feet to a point; thence

Continuing along the same, North 10°13'24" West, a distance of 60.99 feet to a point; thence

Continuing along the same, North 79°46'36" East, a distance of 202.38 feet to a point; thence

Continuing along the same, North 10°13'24" West, a distance of 30.83 feet to a point; thence

Repauno Port & Rail Terminal

Greenwich Township, Gloucester County, New Jersey

New Piping Corridor Access Rights Area

Langan Project No. 130088803

25 March 2025

Page 2 of 3

Continuing along the same, North 79°46'36" East, a distance of 447.26 feet to a point; thence

Continuing along the same, North 10°13'24" West, a distance of 92.88 feet to a point; thence

Continuing along the same, North 87°49'55" East, a distance of 944.43 feet to a point; thence

10.

Continuing along the same, North 83°47'00" East, a distance of 571.05 feet to a point; thence

11.

Continuing along the same, North 01°13'10" West, a distance of 19.85 feet to a point; thence

12.

Continuing along the same, South 89°44'26" East, a distance of 646.97 feet to a point; thence

13.

Continuing along the same and along a line through Block 8, Lot 4.02, North 00°49'47" East, a distance of 295.62 feet to a point; thence

14.

Along a line through Block 8, Lot 4.02, North 89°10'13" West, a distance of 61.94 feet to a point; thence

15.

Continuing along the same, North 00°49’47” East, a distance of 45.00 feet to a point; thence

16.

Continuing along the same, South 89°10’13” East, a distance of 127.00 feet to a point; thence

17.

Continuing along the same, South 00°49’47” West, a distance of 45.00 feet to a point; thence

18.

Continuing along the same, North 89°10’13” West, a distance of 43.06 feet to a point; thence

19.

Continuing along the same and along a line through Block 8, Lot 4, South 00°49'47" West, a distance of 317.40 feet to a point; thence

20.

Along a line through Block 8, Lot 4, North 89°44'26" West, a distance of 646.18 feet to a point; thence

21.

Continuing along the same, South 01°13'10" East, a distance of 17.43 feet to a point; thence

22.

Continuing along the same, South 83°47'00" West, a distance of 591.99 feet to a point; thence

23.

Continuing along the same, South 87°49'55" West, a distance of 919.88 feet to a point; thence

24.

Continuing along the same, South 10°13'24" East, a distance of 89.54 feet to a point; thence

25.

Continuing along the same, South 79°46'36" West, a distance of 447.26 feet to a point; thence

26.

Continuing along the same, South 10°13'24" East, a distance of 30.83 feet to a point; thence

27.

Continuing along the same, South 79°46'36" West, a distance of 202.38 feet to a point; thence

28.

Continuing along the same, South 10°13'24" East, a distance of 67.36 feet to a point; thence

Repauno Port & Rail Terminal

Greenwich Township, Gloucester County, New Jersey

New Piping Corridor Access Rights Area

Langan Project No. 130088803

25 March 2025

Page 3 of 3

29.

Continuing along the same, North 85°48'08" West, a distance of 152.32 feet to a point; thence

30.

Continuing along the same, South 69°20'41" West, a distance of 15.30 feet to a point; thence

31.

South 63°33'30" West, a distance of 366.00 feet to a point on the aforementioned easterly line of said cryogenic tank lease area; thence

32.

Along said easterly line, North 26°08'40" West, a distance of 22.00 feet to the Point of Beginning.

Encompassing an area of 90,341 square feet or 2.074 acres, more or less.

The above described area is shown as ‘Access Rights to Proposed New Piping Corridor (22 ft wide)’ on a plan entitled “Ground Lease Exhibit, Repauno Port & Rail Terminal, Cryogenic Tank, Bullet Tanks, Greenwich Township, Gloucester County, New Jersey” prepared by Langan Engineering and Environmental Services, LLC, Princeton, New Jersey, Project No. 130088803, dated March 25, 2025, Drawing No. FIG101.


	Joseph E. Romano Professional Land Surveyor New Jersey License No. 24GS03627300

NJ Certificate of Authorization No. 24GA27996400

\\langan.com\data\LAW\data8\130088805\Project Data\_Discipline\Survey\Office Data\Descriptions\130088805 - New Piping Corridor Access Rights Area Description.docx

SCHEDULE B

Series 2025 Facilities Land (Survey Maps)

Schedule B-1 – Survey Map of the Cryo Site

Schedule B-2 – Survey Map of the Shared Land

Schedule B-1

SCHEDULE C

Land Rights

The Land Rights summarized in this Schedule C are subject to the full terms and conditions of the Ground Lease and shall not be exercised except in compliance therewith.

(a) Shared Land License. A non-exclusive license (the “Shared Land License”) to use the Shared Land for the purposes of construction, operation, maintenance, inspection, repair, and commercial operation of the Series 2025 Facilities on the Series 2025 Facilities Land, for the storage, handling, transfer, loading, unloading, and/or transloading of products, and any activities necessary or desirable in connection with the foregoing (collectively, the “Permitted Uses”), subject to the terms of the Ground Lease. The Shared Land License applies to the land comprised in the Shared Land, excluding any and all structures, buildings, foundations, related facilities and other improvements and fixtures now or at any time made, erected or situated thereon or therein.

(b) Access Easement. A non-exclusive access easement with rights of ingress and egress onto, over, across, and from the surface of the approximately 1,630-acre property (the “Repauno Property”) owned in fee by Landlord (as defined in the Ground Lease), which property, excluding the portion thereof comprising the Cryo Site, is more particularly described in Schedule B-3 to the Ground Lease (the “Access Easement Area”), for the purpose of access between the Cryo Site and the public highway, subject to the terms of the Ground Lease (the “Access Easement”). The Access Easement runs with and for the benefit of the Company’s leasehold estate in the Cryo Site pursuant to the Ground Lease. Under the Ground Lease, Landlord may from time to time designate specific access route(s) to be used by Tenant (as defined therein) within the Access Easement Area, which may include designating different routes for different purposes (including, by way of example, separate or restricted routes for heavy construction traffic), in which case Tenant shall exercise the Access Easement rights using only the route(s) designated by Landlord for such purpose. The Access Easement is subject to, and Landlord shall not be deemed to breach the Ground Lease by virtue of, any temporary closure, obstruction, impediment, or inconvenience to Tenant’s access arising from Force Majeure (as defined in the Ground Lease) or from (i) damage to, or maintenance, repair or replacement of, roadways within the Repauno Property, (ii) actions taken for the purpose of compliance with applicable laws, ordinances, requirements, rules, or regulations; permits, licenses, approvals, orders, or directives; or requests or requirements by governmental authorities or regulatory agencies, or with applicable Repauno Terminal policies, practices or procedures, or (iii) actions or omissions of Tenant or any Tenant User (as defined in the Ground Lease).

(c) Staging and Laydown Areas. The right to use suitable locations designated and made available by Landlord within the Repauno Property from time to time as temporary staging or laydown areas, or for similar temporary uses, to the extent reasonably necessary for Tenant to perform its obligations with respect to the conduct of the Project in accordance with the Ground Lease.

Schedule C-1

(d) Limited Use of Subsurface. Certain rights to non-exclusive use of the subsurface of the Cryo Site and Shared Land, solely in the manner contemplated by, and to the extent required for, the Permitted Uses (including, by way of example, for the installation of subsurface concrete piles for the foundation of the cryogenic tank comprised in the Series 2025 Facilities, in accordance with the Project Plans (as defined in the Ground Lease).

(e) Tenant Use of Landlord Facilities. A non-exclusive license to use the Landlord Facilities solely in the manner contemplated by, and to the extent required for, the Permitted Uses (including, by way of example, utilization of the pipe rack located upon the Shared Land for connecting piping comprised in the Series 2025 Facilities; and utilization of an area of the concrete wharf located upon the Shared Land for the installation of loading arms and dock piping comprised in the Series 2025 Facilities; in each case, as contemplated by the Project Plans). “Landlord Facilities” is defined in the Ground Lease as all existing and future Repauno Terminal improvements, fixtures, facilities, equipment, and other assets, whether real or personal property, that are located on or in the Repauno Property from time to time and owned by Landlord or its Affiliates, other than the Series 2025 Facilities.

References in this Agreement to the sublicense of the Land Rights granted hereunder by the Company to the Authority shall be deemed to include the grant of a sub-easement created under and out of the Access Easement granted to the Company under the Ground Lease. The sub-easement shall run with and for the benefit of the Authority’s sub-leasehold estate in the Cryo Site under this Agreement.

References in this Agreement to the sub-sublicense of the Land Rights granted hereunder by the Authority to the Company shall be deemed to include the grant of a sub-sub-easement created under and out of the sub-easement granted by the Company to the Authority as aforesaid. The sub-sub-easement shall run with and for the benefit of the Company’s sub-sub-leasehold estate in the Cryo Site under this Agreement.

Schedule A-2

EXHIBIT A

ELECTION PURSUANT TO SECTION 142(b)(1)(B) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

1. DRP Urban Renewal 4, LLC (the “Company”), pursuant to the Lease Agreement dated May 28, 2025, as the same may have been or may hereafter be amended and supplemented (the “Lease Agreement”), with the New Jersey Economic Development Authority (the “Authority”), has a sub-leasehold interest in the Series 2025 Facilities, as defined below.

2. The Company has determined to finance a project (the “Project”) consisting of: (i) financing a portion of the costs of expansion, renovation, construction and/or equipping of certain dock and dock-related facilities at the Repauno Port & Rail Terminal (the “Terminal”), a port and rail terminal located on a brownfield site within an approximately 1,630-acre property owned by Delaware River Partners LLC (“DRP”) in Gibbstown, New Jersey, located in the Township of Greenwich, County of Gloucester, New Jersey, of which property approximately 18.7 acres is to be so improved, including the expansion, renovation, construction and/or equipping of (a) two new loading arms and related facilities at the Terminal dock; (b) a functionally related new above-ground cryogenic tank for storing bulk liquid products at very low temperatures, together with associated product chilling facilities; (c) new piping and related facilities connecting the cryogenic tank facilities to the new liquids dock facilities, and connecting the new system with other terminal facilities; and (d) facilities ancillary to the foregoing (collectively, the “Series 2025 Facilities”); (ii) paying certain costs incurred in connection with the issuance of the Series 2025 Bonds; (iii) funding a deposit into the Series 2025 Debt Service Reserve Account securing the payment of principal and interest on the Series 2025 Bonds; (iv) funding a deposit into the Tax-Exempt Funded Interest Account (established under, and as defined in, the Collateral Agency Agreement) to pay interest during the construction of the Series 2025 Facilities; and (v) funding a deposit into the Ramp-Up and Project Operating Reserve Account (established under, and as defined in, the Collateral Agency Agreement) to pay Costs of the Project or O&M Expenditures (as defined in the Collateral Agency Agreement) in connection with the anticipated ramp-up of operations of the Series 2025 Facilities and with facilities functionally-related and subordinate to such Series 2025 Facilities.

4. The principal office of the Authority is at 36 West State Street, Trenton, New Jersey 08625 and its taxpayer identification number is 22-2045817.

5. The Company’s principal office is at 200 N. Repauno Avenue, Gibbstown, New Jersey, 08027 and its taxpayer identification number is 47-3365436.

6. The Company hereby irrevocably elects not to claim for purposes of federal, state or local taxation of income any depreciation deductions or investment tax credits for which it may be eligible with respect to the Series 2025 Facilities. The Company further agrees that this irrevocable election shall be made binding upon its successors in interest, if any, under the sublease of the Series 2025 Facilities pursuant to the Lease Agreement, and, as a condition of any permitted sale or assignment of the Company’s sub-leasehold interest in the Series 2025 Facilities under the Lease Agreement, any successor in interest shall furnish an irrevocable election in the form of the immediately preceding sentence to the Authority.

A-1

Dated:			DRP URBAN RENEWAL 4, LLC


			By:
			Name:
			Title:

A-2

EXHIBIT B

FORM OF TAX COMPLETION CERTIFICATE

The undersigned, [Name], [Title] of DRP Urban Renewal 4, LLC (the “Company”), on behalf of the Company and pursuant to Section 7.24(b) of the Lease Agreement dated May 28, 2025 (the “Agreement”), by and between the New Jersey Economic Development Authority (the “Authority”) and the Company, relating to the Authority’s $300,000,000 Dock and Wharf Facility Revenue Bonds (Repauno Port & Rail Terminal Project), Series 2025 (the “Bonds”) DOES HEREBY CERTIFY to the Authority as follows:

1. This certificate constitutes the Company’s Tax Completion Certificate, as provided pursuant to Section 7.24(b) of the Agreement. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the Agreement or the Company’s Representation Letter dated the date of issuance of the Bonds and delivered as part of the record of proceedings for the Bonds. The Company has consulted with its accountants and Bond Counsel to the extent necessary to complete this Certificate and the accompanying Schedule.

2. The Project was substantially completed on __________ for purposes of determining the final date on which remedial action can be taken with respect to Bond proceeds that have not been spent. With the final requisition, all of the Bond proceeds on deposit in the Construction Account have been expended on the Project[, other than the amount of $___________ which we have directed to be applied to the redemption or defeasance of a portion of the Bonds].

3. Attached hereto is a Completion Schedule summarizing the allocation of Net Proceeds of the Bonds and Unexpended Proceeds to the Project Costs. This Schedule demonstrates that:

(a) Investment Proceeds were earned from the investment of the Sale Proceeds of the Bond during the construction of the Project in the amount of $___________ and were included in Net Proceeds.

(b) The Costs of Issuance financed by the Bond Proceeds of the Bond did not exceed 2 percent of the Sale Proceeds of the Bond.

(c) At least 95 percent of the Net Proceeds of the Bond were spent on Qualified Costs of the Project. For purposes of this provision, “Qualified Costs” means costs that are Capital Expenditures, within the meaning of Treasury Reg. §1.148-6(d)(3)(ii), with respect to the Project. Unless the cost was a Preliminary Expenditure, no amount of Net Proceeds used to reimburse a cost paid before the date of issue of the Bond will be treated as a Qualified Cost if (i) the cost was paid more than (A) 60 days before the adoption by the Authority of a declaration of intent to reimburse Project Costs, or (B) 3 years before the date of issue of the Bonds; or (ii) the cost relates to a Project that was placed in service more than 18-months before the date of issuance of the Bonds.

B-1

(d) Interest was paid with the Net Proceeds of the Bonds for a period not longer than the construction period for the Project.

4. There has been no change in the scope or nature of the Project from that which was described in the notice of hearing published in connection with the Authority’s public approval hearing.

5. There has been no change in the components of the Project that would result in a reduction of the average economic life for the Project from what was described in the Representation Letter.

6. There is no change in the expected use of the Project or in the exempt purpose of the Company from what was expected at the date of issuance of the Bonds, as described in the Representation Letter.

[7. The Bonds met the [6-month/18-month/2-year] spending exception to rebate. Therefore no deposit is required to the Series 2025 Rebate Fund.]

[8. The Bonds did not meet an exception to Rebate. The Series 2025 Rebate Fund is fully funded and no deposit to the Series 2025 Rebate Fund is required.]

WITNESS my hand this __ day of _______, ______.

	DRP URBAN RENEWAL 4, LLC
	By:
	Name:
	Title:

B-2

COMPLETION SCHEDULE

New Jersey Economic Development Authority

$300,000,000 Dock and Wharf Facility Revenue Bonds

(Repauno Port & Rail Terminal Project), Series 2025

[Date]
Sale Proceeds of the Bonds		$
Plus Investment Earnings
Total Proceeds		$
Net Proceeds		$

Allocation of Net Proceeds

Cost	Qualified Cost	Non-Qualified Costs

Architect & Engineering
Construction Costs
Furniture or Equipment
Other (specify)
Interest During Construction
Post-Construction Interest
Costs of Issuance
Total

Total Qualified Costs, $______, are equal to ___% of Net Proceeds.

B-3

EXHIBIT C

FORM OF ANNUAL COMPLIANCE CERTIFICATE

AS TO TAX COVENANTS

The undersigned, [Name], [Title] of DRP Urban Renewal 4, LLC (the “Company”), on behalf of the Company and pursuant to Section 7.04(j) of the Lease Agreement, dated May 28, 2025 (the “Agreement”), by and between the New Jersey Economic Development Authority (the “Authority”) and the Company, relating to the Authority’s $300,000,000 Dock and Wharf Facility Revenue Bonds (Repauno Port & Rail Terminal Project), Series 2025 (the “Bonds”) DOES HEREBY CERTIFY to the Authority as follows:

1. I have reviewed the Agreement executed by the Company and am familiar with the Tax Covenants contained in Section 7.04 of such Agreement and the Company’s Representation Letter.

2. I am familiar with the use and operation of Project financed with the proceeds of the Bonds and I have undertaken such examination and investigation as is necessary for purposes of making this certification.

3. To the best of my knowledge, I confirm that the Company is in compliance with all the Tax Covenants contained in Section 7.04 the Agreement.

WITNESS my hand this __ day of _______, ______.

	DRP URBAN RENEWAL 4, LLC
	By:
	Name:
	Title:

C-1

Exhibit 10.3

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT AND FIXTURE FILING

THIS DOCUMENT SERVES AS A FIXTURE FILING UNDER THE NEW JERSEY UNIFORM COMMERCIAL CODE, N.J.S.A. §§ 12A:9-101, ET SEQ. THE COLLATERAL IS WITHIN THE SCOPE OF THE NEW JERSEY UNIFORM COMMERCIAL CODE, PURSUANT TO N.J.S.A. §§ 12A:9-102 AND 12A:9-109.

THIS INSTRUMENT COVERS GOODS WHICH ARE OR ARE TO BECOME FIXTURES, IS EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING AND IS TO BE FILED IN THE REAL PROPERTY RECORDS.

This MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”) is made and entered into as of May 28, 2025 (the “Effective Date”), by DELAWARE RIVER PARTNERS LLC, a Delaware limited liability company (“DRP”), DRP URBAN RENEWAL 1, LLC, a New Jersey limited liability company (“URE 1”); DRP URBAN RENEWAL 2, LLC, a New Jersey limited liability company (“URE 2”); DRP URBAN RENEWAL 3, LLC, a New Jersey limited liability company (“URE 3”); DRP URBAN RENEWAL 4, LLC, a Delaware limited liability company (“URE 4”); and DRP URBAN RENEWAL 5, LLC, a Delaware limited liability company (“URE 5”, and together with URE 1, URE 2, URE 3 and URE 4, the “URE Grantors”, and each individually, a “URE Grantor”; the URE Grantors together with DRP, the “Grantors”, and each individually, a “Grantor”), to UMB BANK, N.A., a national banking association, in its capacity as the Collateral Agent acting on behalf of itself and the other Secured Parties under, and as such terms are defined in, the Collateral Agency Agreement (hereinafter referred to in such capacity as “Collateral Agent”). All capitalized terms used, but not otherwise defined herein, shall have the meaning ascribed thereto in the Collateral Agency Agreement, which document is available for review upon request to the Collateral Agent.

PRELIMINARY STATEMENT

This Mortgage is being delivered to and accepted by the Collateral Agent to grant a first-priority mortgage lien and security interest (subject to Permitted Security Interests) in each of the URE Grantors’ and DRP’s leasehold interests as tenant under each of the Mortgaged Leases, as well as all of DRP’s fee simple right, title and interest in and to the Terminal Land, to secure the Secured Obligations as described below; and

WHEREAS, pursuant to that certain Indenture of Trust dated as of May 28, 2025 (the “Indenture”), by and between the New Jersey Economic Development Authority, a public body corporate and politic constituting an instrumentality of the State of New Jersey (the “Issuer”), and UMB Bank, N.A., a national banking association, as trustee (the “Trustee”), the Issuer issued its New Jersey Economic Development Authority Dock and Wharf Facility Revenue Bonds (Repauno Port & Rail Terminal Project), Series 2025, in the aggregate principal amount of $300,000,000 (the “Bonds”);

WHEREAS, the proceeds of the Bonds will be applied to (a) finance the costs of a project (the “Project”) consisting of the expansion, renovation, construction and/or equipping of certain dock and dock-related facilities (collectively, the “Facilities”) at the Repauno Port & Rail Terminal (the “Terminal”), a port and rail terminal located within an approximately 1,630-acre property owned by DRP in Gibbstown, Township of Greenwich, County of Gloucester, New Jersey, more particularly described on Exhibit A attached hereto (the “Terminal Land”); (b) pay certain costs incurred in connection with issuance of the Bonds; and (c) fund deposits into (i) a debt service reserve fund securing the payment of principal and interest on the Series 2025 Bonds, (ii) an interest reserve fund to pay interest during the construction of the Series 2025 Facilities and (iii) a ramp-up/operating reserve account;

WHEREAS, contemporaneously with execution of the Indenture and issuance of the Bonds, URE 4, as borrower, the lenders party thereto from time to time (the “Lenders”) and Deutsche Bank Trust Company Americas, as administrative agent entered into that certain Credit Agreement dated as of May 28, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Taxable Term Loan”), pursuant to which (i) the Lenders extended credit in the form of Term Loans (as defined in the Taxable Term Loan) to URE 4 in an aggregate principal amount of $100,000,000 and (ii) the Issuing Bank (as defined in the Taxable Term Loan) issued one or more Letters of Credit (as defined in the Taxable Term Loan) in an amount not to exceed $6,000,000;

WHEREAS, (a) the proceeds of the Term Loans (as defined in the Taxable Term Loan) will be applied (i) to discharge certain indebtedness outstanding under existing credit agreements of DRP and its affiliates in connection with the Terminal, (ii) to pay for costs associated with the construction and development of a new cryogenic tank and other above-ground storage facilities, a new piping system, additional dock facilities, rail improvements and other enhancements to the Terminal, (iii) to pay fees, costs and expenses related to the foregoing, the issuance of the Bonds, and the other transactions occurring on the date hereof (including accrued and unpaid interest and applicable premiums) and (iv) for general corporate purposes of the Grantors; and (b) the Letters of Credit (as defined in the Taxable Term Loan) will be issued to fund the Repauno Taxable Term Loan Debt Service Reserve Sub-Account (as defined in the Collateral Agency Agreement);

WHEREAS, the Facilities are to be located on an approximately 18.5-acre area within the Terminal Land, which area is subject to the terms of that certain Amended and Restated Ground Lease Agreement dated as of May 28, 2025 (the “Facilities Ground Lease”), between DRP, as landlord, and URE 4, as tenant, a memorandum of which is being recorded just prior to this Mortgage in the land records of the Gloucester County Clerk (the “Land Records”), whereby DRP (a) ground leased approximately 16.4 acres of the Terminal Land to URE 4, as more particularly described on Exhibit B-1 attached hereto (the “Cryo Site Land”), and (b) granted URE 4 certain non-exclusive access, use and other rights in additional Terminal Land of approximately 2.1 acres, which is more particularly described on Exhibit B-2 attached hereto (the “Cryo Site Access Area”); and

WHEREAS, contemporaneously with issuing the Bonds, URE 4 subleased the Project and the Cryo Site Land and granted certain associated rights to the Issuer pursuant to that certain Lease Agreement dated as of May 28, 2025 (the “Issuer Sublease”), between URE 4, as lessor, and the Issuer, as lessee, a memorandum of which is being recorded just prior to this Mortgage in the Land Records;

WHEREAS, upon entering into the Issuer Sublease, the Issuer, pursuant to the Indenture, assigned to the Trustee certain rights of the Issuer under the Issuer Sublease, including the right to collect and receive rents, to secure the performance and observance of the covenants and conditions set forth in the Bonds and the Indenture and to provide a source of payment of interest and principal owing by the Issuer to holders of the Bonds pursuant to the Indenture;

WHEREAS, the Issuer through the Issuer Sublease in turn sub-subleased the Project and the Cryo Site Land and granted certain associated rights back to URE 4, which is responsible to the Issuer pursuant to the Issuer Sublease for completion of the Project and operation of the Facilities;

WHEREAS, URE 4 in turn sub-sub-subleased the Project and the Cryo Site Land and granted certain associated rights back to DRP pursuant to that certain Amended and Restated Sublease Agreement dated as of May 28, 2025 (the “DRP Facilities Sublease”), by and between URE 4, as landlord, and DRP, as tenant, a memorandum of which is being recorded just prior to this Mortgage in the Land Records;

WHEREAS, pursuant to the DRP Facilities Sublease, DRP is responsible to URE 4 for completion of the Project and operation and maintenance of the Facilities;

WHEREAS, pursuant to that certain Ground Lease dated as of March 20, 2017, as amended by that certain Amendment to Ground Lease dated as of May 28, 2025, between DRP, as landlord, and URE 1, as tenant (as amended, the “Cavern Ground Lease”), a memorandum of which is being recorded just prior to this Mortgage in the Land Records, DRP ground leased to URE 1 an approximately 7.3-acre area within the Terminal, as more particularly described on Exhibit C attached hereto (the “Cavern Leasehold Land”), on which is located an underground granite storage cavern and related infrastructure and improvements owned by URE 1;

WHEREAS, URE 1 in turn subleased the Cavern Leasehold Land and certain associated rights back to DRP pursuant to that certain Sublease Agreement dated as of March 20, 2017, by and between URE 1, as landlord, and DRP, as tenant, as amended by that certain First Amendment to Sublease dated effective March 20, 2017, and that certain Second Amendment to Sublease dated effective May 28, 2025 (as amended, the “DRP Cavern Sublease”), a memorandum of which DRP Cavern Sublease is being recorded just prior to this Mortgage in the Land Records;

WHEREAS, pursuant to that certain Ground Lease dated as of October 21, 2020, as amended by that certain Amendment to Ground Lease dated as of May 28, 2025, between DRP, as landlord, and URE 2, as tenant (as amended, “Wharf Ground Lease”), a memorandum of which is being recorded just prior to this Mortgage in the Land Records, DRP ground leased to URE 2 an approximately 13.1-acre area within the Terminal, as more particularly described on Exhibit D attached hereto (the “Wharf Leasehold Land”), on which is located a marginal wharf and related infrastructure and improvements owned by URE 2;

WHEREAS, URE 2 in turn subleased the Wharf Leasehold Land and certain associated rights back to DRP pursuant to that certain Sublease Agreement dated as of October 21, 2020, by and between URE 2, as landlord, and DRP, as tenant, as amended by that certain First Amendment to Sublease dated effective March 24, 2022, and that certain Second Amendment to Sublease dated effective May 28, 2025 (as amended, the “DRP Wharf Sublease”), a memorandum of which DRP Wharf Sublease is being recorded just prior to this Mortgage in the Land Records;

WHEREAS, pursuant to that certain Ground Lease dated as of October 21, 2020, as amended by that certain Amendment to Ground Lease dated as of May 28, 2025, between DRP, as landlord, and URE 3, as tenant (as amended, the “Port & Rail Ground Lease”), a memorandum of which is being recorded just prior to this Mortgage in the Land Records, DRP ground leased to URE 3 an approximately 15.4-acre area within the Terminal, as more particularly described on Exhibit E attached hereto (the “Port & Rail Leasehold Land”), on which is located rail track and loading/unloading racks and related infrastructure and improvements owned by URE 3;

WHEREAS, URE 3 in turn subleased the Port & Rail Leasehold Land and certain associated rights back to DRP pursuant to that certain Sublease Agreement dated as of October 21, 2020, by and between URE 3, as landlord, and DRP, as tenant, as amended by that certain First Amendment to Sublease dated effective March 24, 2022, and that certain Second Amendment to Sublease dated effective May 28, 2025 (as amended, the “DRP Port & Rail Sublease”), a memorandum of which DRP Port & Rail Sublease is being recorded just prior to this Mortgage in the Land Records;

WHEREAS, pursuant to that certain Ground Lease Agreement dated as of May 28, 2025, between DRP, as landlord, and URE 5, as tenant (the “Bullet Tank Ground Lease”), a memorandum of which is being recorded just prior to this Mortgage in the Land Records, DRP ground leased to URE 5 an approximately 1.2-acre area within the Terminal, as more particularly described on Exhibit F attached hereto (the “Bullet Tank Leasehold Land”), on which is located six bullet tanks and related infrastructure and improvements owned by URE 5;

WHEREAS, URE 5 in turn subleased the Bullet Tank Leasehold Land and certain associated rights back to DRP pursuant to that certain Sublease Agreement dated as of May 28, 2025, by and between URE 5, as landlord, and DRP, as tenant (the “DRP Bullet Tank Sublease”), a memorandum of which DRP Bullet Tank Sublease is being recorded just prior to this Mortgage in the Land Records;

WHEREAS, pursuant to the Security Agreement and certain other Security Documents, the Grantors have granted a first-priority security interest in, to and under the Collateral (subject to Permitted Security Interests) as security for the payment and performance of all the Secured Obligations, including the Bonds and Taxable Term Loan Obligations, in accordance with such Security Documents; and

WHEREAS, it is the intent of each Grantor and the Collateral Agent that, from and after the Effective Date, all references to a “Mortgage” contained in the Secured Obligation Documents shall be deemed to include, without limitation, this Mortgage.

AGREEMENT

DEFINITIONS

As used herein, the following terms shall have the following meanings:

“Bankruptcy Code” shall have the meaning assigned to such term in Section 5.5(c) hereof.

“Bankruptcy Law” shall mean the Bankruptcy Code and any other state or federal insolvency, reorganization, moratorium or similar law for the relief of debtors.

“Bond Trustee” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“Bonds” shall mean the New Jersey Economic Development Authority Dock and Wharf Facility Revenue Bonds (Repauno Port & Rail Terminal Project), Series 2025 issued on May 28, 2025, and any bond or bonds issued in exchange or replacement therefor.

“Cavern Ground Lease” shall have the meaning assigned thereto in the Preliminary Statement.

“Cavern Leasehold Land” shall have the meaning assigned thereto in the Preliminary Statement.

“Collateral” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“Collateral Agency Agreement” shall mean the Collateral Agency, Intercreditor and Accounts Agreement dated as of May 28, 2025, by and among each Repauno Group Member, UMB Bank, N.A., in its capacity as the Bond Trustee on behalf of the Owners of the Bonds, UMB Bank, N.A., in its capacity as collateral agent on behalf of itself and the Secured Parties, Deutsche Bank Trust Company Americas, in its capacity as administrative agent for the Taxable Term Loan, UMB Bank, N.A., in its capacity as securities intermediary and account bank, and each other Secured Party that is or hereafter becomes a party thereto, as amended, restated, supplemented or otherwise modified from time to time.

“Collateral Agent” shall have the meaning assigned thereto in the preamble.

“Cryo Site Access Area” shall have the meaning assigned thereto in the Preliminary Statement.

“Cryo Site Land” shall have the meaning assigned thereto in the Preliminary Statement.

“Default Rate” shall have the meaning assigned to such term in Section 2.3(b) hereof.

“DRP Bullet Tank Sublease” shall have the meaning assigned thereto in the Preliminary Statement.

“DRP Cavern Sublease” shall have the meaning assigned thereto in the Preliminary Statement.

“DRP Facilities Sublease” shall have the meaning assigned thereto in the Preliminary Statement.

“DRP Port & Rail Sublease” shall have the meaning assigned thereto in the Preliminary Statement.

“DRP Wharf Sublease” shall have the meaning assigned thereto in the Preliminary Statement.

“Event of Default” shall mean a “Secured Obligation Event of Default” (as defined in the Collateral Agency Agreement).

“Excluded Asset” shall have the meaning assigned to such term in the Security Agreement.

“Excluded Swap Obligations” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“Facilities” shall have the meaning assigned thereto in the Preliminary Statement.

“Facilities Ground Lease” shall have the meaning assigned thereto in the Preliminary Statement.

“Governmental Authority” shall mean any administrative or governmental body having or asserting jurisdiction over the relevant person, activity, event or circumstance in the context in which such term is used.

“Improvements” shall have the meaning assigned to such term in the Granting Clause.

“Indebtedness” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“Indenture” shall have the meaning assigned thereto in the Preliminary Statement.

“Issuer” shall have the meaning assigned thereto in the Preliminary Statement.

“Issuer Sublease” shall have the meaning assigned thereto in the Preliminary Statement.

“Land Records” shall have the meaning assigned thereto in the Preliminary Statement.

“Leased Land” shall mean, collectively, (a) the Cryo Site Land, (b) the Cavern Leasehold Land, (c) the Port & Rail Leasehold Land, (d) the Wharf Leasehold Land and (e) the Bullet Tank Leasehold Land.

“Leases” shall have the meaning assigned to such term in the Granting Clause.

“Mortgage” shall have the meaning assigned to such term in the preamble.

“Mortgage Estate” shall have the meaning assigned to such term in the Granting Clause.

“Mortgaged Leases” shall mean, collectively, (a) the Facilities Ground Lease, (b) the Issuer Sublease (but excluding any interest of the Issuer thereunder, be it as sublessee of URE 4 or sublessor to URE 4), (c) the DRP Facilities Sublease, (d) the Cavern Ground Lease, (e) the DRP Cavern Sublease, (f) the Wharf Ground Lease, (g) the DRP Wharf Sublease, (h) the Port & Rail Ground Lease, (i) the DRP Port & Rail Sublease, (j) the Bullet Tank Ground Lease and (k) the DRP Bullet Tank Sublease, in each case, together with all amendments thereto, assignments, modifications, extensions and renewals thereof, and all credits, deposits, options, privileges and rights of any of the Grantors as tenant thereunder, including, but not limited to, rights of first refusal, if any, rights, if any, to renew or extend for a succeeding term or terms, and options to purchase, if any, all or any portion of the respective premises demised thereunder.

“Ordinary Course Settlement Payments” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“Owners” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“Permits, Plans and Warranties” shall have the meaning assigned thereto in the Granting Clause.

“Permitted Sales and Dispositions” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“Permitted Security Interest” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“Person” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“Personal Property” shall have the meaning assigned to such term in the Granting Clause.

“Port & Rail Ground Lease” shall have the meaning assigned thereto in the Preliminary Statement.

“Port & Rail Leasehold Land” shall have the meaning assigned thereto in the Preliminary Statement.

“Premises” shall have the meaning assigned to such term in the Granting Clause.

“Proceeds” shall have the meaning assigned to such term in the Granting Clause.

“Project” shall have the meaning assigned thereto in the Preliminary Statement.

“Rents” shall have the meaning assigned to such term in the Granting Clause.

“Repauno Group Member” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“Responsible Officer” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“Secured Creditors” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“Secured Obligation Documents” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“Secured Obligations” shall mean collectively, without duplication: (a) the Bonds, (b) all of the Indebtedness, financial liabilities and obligations, of whatsoever nature and however evidenced of each Grantor (including, but not limited to, principal, interest, make-whole amount, premium, fees, reimbursement obligations, Ordinary Course Settlement Payments, Swap Termination Payments, indemnities and legal and other expenses, whether due after acceleration or otherwise) to any of the Secured Parties in their capacity as such under the Secured Obligation Documents, including the “Obligations” as defined in the Taxable Term Loan; (c) any and all sums advanced by the Agents (as defined in the Collateral Agency Agreement) in order to preserve the Collateral or preserve the security interest in the Collateral in accordance with the Security Documents; and (d) in the event of any proceeding for the collection or enforcement of the obligations described in clauses (a), (b) or (c) above, after an Event of Default has occurred and is continuing and unwaived, the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights under the Security Documents; provided that the Secured Obligations shall not include any Excluded Swap Obligations.

“Secured Parties” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“Security Agreement” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“Security Documents” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“State” shall mean the State of New Jersey.

“Swap Termination Payment” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“Tax Code” shall have the meaning assigned to such term is Section 1.2 hereof.

“Taxable Term Loan” shall have the meaning assigned thereto in the Preliminary Statement.

“Taxable Term Loan Documents” shall mean the “Loan Documents” as defined in the Taxable Term Loan.

“Taxable Term Loan Obligations” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“Taxes” means any present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Terminal” shall have the meaning assigned thereto in the Preliminary Statement.

“Terminal Land” shall have the meaning assigned thereto in the Preliminary Statement.

“Termination Date” shall have the meaning assigned to such term in the Collateral Agency Agreement.

“Trustee” means UMB Bank, N.A., in its capacity as the trustee for the holders of the Bonds.

“UCC” shall have the meaning assigned to such term in the Granting Clause.

“Wharf Ground Lease” shall have the meaning assigned thereto in the Preliminary Statement.

“Wharf Leasehold Land” shall have the meaning assigned thereto in the Preliminary Statement.

“365(h) Election” shall mean any Grantor’s election to treat a Mortgaged Lease as terminated under Section 365(h) of the Bankruptcy Code or any similar Bankruptcy Law, or any comparable right provided under any other Bankruptcy Law, together with all rights, remedies and privileges related thereto.

The terms, covenants and provisions of the Bonds, the Indenture, the Taxable Term Loan Documents, the Security Agreement and the Collateral Agency Agreement are incorporated into this Mortgage by this reference. All persons from time to time having an interest in all or any portion of the Mortgage Estate are hereby placed on notice of all of the terms, covenants and provisions of the instruments incorporated herein and that copies of same may be obtained by those having an appropriate interest in the Mortgage Estate or any portion thereof upon written request to the Collateral Agent at UMB Bank, N.A., 5555 San Felipe Street, Suite 870, Houston, Texas 77056, Attn: Jully Jiang. Any such request shall include the name and address of the requesting party and also contain a brief explanation of the nature and reason for such request.

GRANTING CLAUSE

NOW, THEREFORE, IN CONSIDERATION OF the foregoing and subject to the terms and conditions hereinafter set forth, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each of the Grantors does, by these presents, hereby IRREVOCABLY GRANT, MORTGAGE, WARRANT, BARGAIN, SELL, PLEDGE, REMISE, ALIEN, ASSIGN, CONVEY, TRANSFER and SET OVER to the COLLATERAL AGENT any and all of such Grantor’s present and future estate, right, title and interest in, to, under and derived from or with respect to all of the following, whether now owned or hereafter existing and/or acquired, subject only to Permitted Security Interests:

(1) the Terminal Land;

(2) the Leased Land;

(3) the Mortgaged Leases, including in particular the leasehold estate of such Grantor, as tenant, created by the Mortgaged Leases in the Leased Land;

(4) any fee or leasehold interest, as applicable, in and to improvements, fixtures and other real/immovable and/or personal/movable property (including, without limitation, all equipment, tanks, trains, pipelines, flow lines, gathering lines, compressors, dehydration units, separators, meters, metering stations, fittings, pipe, pipe connector, valves, regulators, drips, storage facilities, absorbers, heaters, dehydrators, and power, telephone and telegraph lines) located on or under the Terminal Land or the Leased Land or that in any way relate to any Mortgaged Lease, and all other buildings, improvements, other constructions and other improvements of every kind or description and any component part or parts thereof, structures, paving, parking areas, walkways and landscaping now or hereafter erected or located upon the Terminal Land or the Leased Land, and all fixtures of every kind and type affixed to, attached to or forming part of any structures, buildings or improvements and replacements thereof now or hereafter erected or located upon the Terminal Land or the Leased Land, including, but not limited to, the Facilities (the “Improvements”; and the Terminal Land, the Leased Land and the Improvements are collectively referred to herein as the “Premises”);

(5) all rights, privileges, tenements and hereditaments in any way appurtenant to the Premises, including all easements, rights of way over adjoining land granted under any easement or servitude agreements, all covenants or restrictive agreements and all air rights, mineral rights, water rights, oil and gas rights and development rights, if any, relating thereto, and all other easements, licenses, profits, servitudes, rights, privileges, tenements, interests, hereditaments and appurtenances thereunto belonging or in any way appertaining to the Premises and in the streets, ways, alleys, strips of land or gores adjacent thereto, either in law or in equity, in possession or expectancy, and any other rights of way and rights used in connection with Premises (all of the foregoing estate, right, title and interest being hereinafter called “Adjacent Rights”);

(6) to the extent not included in paragraph (5), above, all interests, estates and other claims, both in law and equity, that such Grantor now has or hereafter acquires in all easements, rights of way and rights used in connection with the Premises;

(7) all other apparatus, appliances, building materials, equipment, fittings, furnishings, furniture, machinery and other articles of tangible personal property of every kind and nature, and replacements thereof, now or at any time hereafter placed upon or used in any way in connection with the use, enjoyment, occupancy or operation of the Premises, including all of such Grantor’s books and records relating thereto and including all pumps, tanks, goods, machinery, tools, equipment, lifts (including, if any, fire sprinklers and alarm systems, fire prevention or control systems, cleaning rigs, air conditioning, heating, boilers, refrigerating, electronic monitoring, water, loading, unloading, lighting, power, sanitation, waste removal, communications, computers, window or structural, maintenance, truck or car repair and all other equipment of every kind), walk-in coolers, signs (indoor and outdoor), computer systems, cash registers and inventory control systems, all HVAC equipment, electronic data processing, telecommunications or computer equipment, refrigeration, elevators, utility systems, drainage facilities, lighting facilities, all water, sanitary and storm sewer, drainage, electricity, steam, gas, telephone and other utility equipment and facilities, pipes, fittings and all other apparatus, equipment, furniture, furnishings, and articles used in connection with the use or operation of the Premises (the “Personal Property”), it being understood that the enumeration of any specific articles of property shall in no way result in or be held to exclude any items of property not specifically mentioned, nor result in or be held to include any such items that may be present on the Premises but not owned by such Grantor;

(8) all general intangibles owned or leased by such Grantor and relating to design, development, operation, management and use of the Premises, including, in each case if and to the extent held as aforesaid: (a) all certificates of occupancy, zoning variances, building, use or other permits, approvals, variances, land use entitlements, licenses, franchises, agreements, authorizations and consents obtained from, and all materials prepared for filing or filed with, any Governmental Authority in connection with the development, use, operation or management of the Premises, or now or hereafter required for all states of construction, modifying, upgrading, developing, operating or decommissioning the Facilities, or in connection with the operation thereof or the treating, handling, storing, processing or marketing of hydrocarbons or other products on the Premises, and all renewals or replacements of the foregoing or substitutions for the foregoing, (b) all construction, service, engineering, consulting, equipment leasing, architectural and other similar contracts concerning the design, construction, management, operation, occupancy and/or use of the Premises, (c) all architectural drawings, plans, specifications, soil tests, feasibility studies, appraisals, environmental studies, engineering reports and similar materials relating to any portion of or all of the Premises, and (d) all payment and performance bonds or warranties or guarantees relating to the Premises, but, in respect of all of the foregoing, only to the extent assignable (the “Permits, Plans and Warranties”);

(9) other than the Issuer Sublease and those Permitted Sales and Dispositions described in section (n) of the definition thereof in the Collateral Agency Agreement, all leases or licenses under which such Grantor is landlord or licensor and subleases under which such Grantor is sublandlord, concession, management or other agreements of a similar kind that permit the use or occupancy of the Premises for any purpose in return for any payment by or to such Grantor (but excluding any Grantor’s interest in a Mortgaged Lease as a tenant thereunder), or mineral agreements that permit the extraction or taking of any gas, oil, water or other minerals from the Premises in return for payment of any fee, rent or royalty by or to such Grantor (collectively, “Leases”), and all agreements or contracts for the sale or other disposition, by or to such Grantor, of any interest in all or any part of the Premises in each case whether now existing or hereafter entered into by such Grantor, together with all charges, fees, income, profits, receipts, rents, revenues or royalties payable thereunder (“Rents”);

(10) all real estate tax refunds and all proceeds of the conversion, voluntary or involuntary, of any of the Mortgage Estate into cash or liquidated claims and not otherwise payable to tenants under the Leases, including proceeds of insurance maintained by or for the benefit of such Grantor, condemnation awards, any awards that may become due by reason of the taking by eminent domain or any transfer in lieu thereof of the whole or any part of the Premises or any rights appurtenant thereto, and any awards for change of grade of streets (“Proceeds”), together with any and all moneys now or hereafter on deposit for the payment of real estate taxes, assessments or common area charges levied against the Mortgage Estate, unearned premiums on policies of fire and other insurance maintained by or for the benefit of such Grantor covering any interest in the Mortgage Estate or required by the Indenture, the Taxable Term Loan or any Mortgaged Lease;

(11) to the extent not included in paragraph (10), above, such Grantor’s right, title and interest in and to any awards, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any Governmental Authority pertaining to any part of the Premises, the Mortgaged Leases, Leases or Personal Property, including but not limited to those for any vacation of, or change in grade in, any streets affecting any part of the Premises, the Mortgaged Leases, Leases or Personal Property, and those for municipal utility district or other utility costs incurred or deposits made in connection with the Premises, the Mortgaged Leases and Leases;

(12) all extensions, improvements, betterments, renewals, substitutes and replacements of and all additions and appurtenances to, the Premises, the Personal Property, the Permits, Plans and Warranties and the Leases, hereinafter acquired by such Grantor, or constructed, assembled or placed by such Grantor on the Premises, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by such Grantor, all of which shall become subject to the lien of this Mortgage as fully and completely, and with the same effect, as though now owned by such Grantor and specifically described herein; and

(13) to the extent not included in paragraphs (1) through (12), above, its existing and after acquired interest in and to all estate, right, title and interest as tenant under any Mortgaged Lease.

All of the foregoing Improvements, Adjacent Rights, Personal Property, Permits, Plans and Warranties and Leases being sometimes hereinafter referred to collectively as the “Ancillary Rights and Properties”, and the Terminal Land, the Leased Land, the Mortgaged Leases and the Ancillary Rights and Properties being sometimes hereinafter referred to collectively as the “Mortgage Estate”; provided the term “Mortgage Estate” shall not include any property or other asset of any Grantor that is an Excluded Asset or any interest of the Issuer in the Issuer Sublease; provided, further, that if at any time any property or other asset of any Grantor that constituted an Excluded Asset ceases to fall within the definition of Excluded Asset, such property or other asset shall automatically constitute part of the Mortgage Estate and the security interest of the Collateral Agent hereunder shall automatically attach thereto;

Provided that the Mortgage Estate shall not extend to any contract, contract right, license, permit, privileges or other asset which by its terms prohibits the granting of a security interest in such asset arising or which contains or is subject to a restriction on assignment; provided, further that any of the foregoing exclusions shall not apply if (x) such prohibition has been waived or such other Person has otherwise consented to the creation hereunder of a security interest in such agreement, or (y) such prohibition would be rendered ineffective pursuant to Section 9-406, 9-407 or 9-408 of Article 9 of the Uniform Commercial Code, as applicable and as then in effect in any relevant jurisdiction (the “UCC”), or any other applicable law or principles of equity; and provided, further that nothing in this paragraph shall be deemed to permit any action prohibited by this instrument or by terms incorporated in this instrument.

ARTICLE I.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF GRANTORS

SECTION 1.1 Title.

(a) DRP represents and warrants that (i) it has good fee simple title in and to the Terminal Land, and DRP’s interest therein is not subject to any mortgage, deed of trust, lien, pledge, charge, security interest or other encumbrance or adverse claim of any nature, except Permitted Security Interests; and (ii) DRP’s interest in the Ancillary Rights and Properties, if any, is not subject to any mortgage, deed of trust, lien, pledge, charge, security interest or other encumbrance or adverse claim of any nature, except Permitted Security Interests.

(b) Each Grantor represents and warrants that (i) it has good leasehold title in and to the Leased Land demised under each Mortgaged Lease to which it is party as a tenant, and such Grantor’s interest therein is not subject to any mortgage, deed of trust, lien, pledge, charge, security interest or other encumbrance or adverse claim of any nature, except Permitted Security Interests; and (ii) such Grantor’s interest in the Ancillary Rights and Properties, if any, is not subject to any mortgage, deed of trust, lien, pledge, charge, security interest or other encumbrance or adverse claim of any nature, except Permitted Security Interests.

SECTION 1.2 Mortgage Lien. Each Grantor agrees, covenants, represents and/or warrants as follows in respect of such Grantor’s right, title and interest in and to the Mortgage Estate:

(a) This Mortgage has been duly executed and delivered by such Grantor.

(b) The recordation of this Mortgage (i) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect the lien of this Mortgage, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of such Grantor or any order of any Governmental Authority, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Grantor or its assets, or give rise to a right thereunder to require any payment to be made by such Grantor, except to the extent such violation could not reasonably be expected to have a Material Adverse Effect (as such term is defined in the Collateral Agency Agreement), and (iv) will not result in the creation or imposition of any lien on any asset of such Grantor, except the lien of this Mortgage.

(c) This Mortgage when duly recorded in the public records of Gloucester County, New Jersey will create a valid, perfected and enforceable lien upon and security interest in all of the Mortgage Estate for which the recording of a lien and security interest is required.

(d) Such Grantor will forever warrant and defend its title to the Mortgage Estate, the rights of the Collateral Agent therein under this Mortgage, and the validity and priority of the lien of this Mortgage thereon, against the claims of all persons and parties except those having rights under Permitted Security Interests, and will maintain and preserve the lien created hereby, in each case so long as any of the Secured Obligations secured hereby remains unpaid.

(e) This Mortgage is given for, and the Mortgage Estate shall be used for, a business or commercial purpose and not for residential, household or family purposes.

(f) Subject to the provisions of the Collateral Agency Agreement, Grantors shall pay when due and without offset, counterclaim or defense all of the obligations required to be performed or paid by Grantors under this Mortgage. Each Grantor shall fully and faithfully observe and comply in all respects with the terms, provisions, conditions, covenants and agreements on the part of such Grantor, in respect of such Grantor’s right, title and interest in and to the Mortgage Estate, to be observed and performed under this Mortgage, the Indenture, the Taxable Term Loan, the Collateral Agency Agreement, the Mortgaged Leases and the Secured Obligation Documents.

(g) No Grantor shall agree to subordinate or consent to the subordination of its interests under any Mortgaged Lease, Permits, Plans or Warranties or any other contract related to the Mortgage Estate to any mortgage lien, whether now existing or hereafter created, other than Permitted Security Interests, without the prior written consent of the Collateral Agent.

(h) None of the Permitted Security Interests, individually or in the aggregate, materially interferes with the benefits of the security intended to be provided by this Mortgage, materially and adversely affects the value of the Mortgage Estate, materially impairs the use or the operation of the Mortgage Estate, or materially impairs any Grantor’s ability to pay its obligations in a timely manner.

(i) Each Grantor is a limited liability company, duly created, validly existing and in good standing under the laws of either the State of New Jersey or the State of Delaware, and has all requisite power and all governmental certificates of authority, licenses, permits, qualifications and documentation to own, lease and operate its properties and to carry on its business as now being, and as proposed to be, conducted.

(j) No Grantor (or, if a Grantor is a disregarded entity under the Internal Revenue Code of 1986, as amended (the “Tax Code”), any entity which directly or indirectly owns and controls such Grantor) is a “foreign person” within the meaning of the Tax Code, Sections 1445 and 7701 (i.e., Grantor and/or, if Grantor is a disregarded entity, its controlling owner is not a nonresident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and any regulations promulgated thereunder).

SECTION 1.3 Secured Obligations. Each Grantor expressly covenants and agrees to pay when due, and to timely perform, its Secured Obligations in accordance with the terms of the Secured Obligation Documents.

SECTION 1.4 Payment of Taxes, and Other Obligations. Each Grantor shall, in accordance with and subject to the applicable provisions of the Mortgaged Leases and the Secured Obligation Documents, pay and discharge all Taxes and other obligations with respect to such Grantor’s right, title and interest in and to the Mortgage Estate.

SECTION 1.5 Maintenance of Mortgage Estate. Each Grantor will maintain the Premises and the Personal Property in the manner and to the extent required by the Mortgaged Leases and the Secured Obligation Documents with respect to such Grantor’s right, title and interest in and to the Mortgage Estate.

SECTION 1.6 Insurance. Each Grantor will keep or cause to be kept the Improvements and Personal Property insured against such risks, and in the manner, described in the Mortgaged Leases and the Secured Obligation Documents with respect to such Grantor’s right, title and interest in and to the Mortgage Estate.

SECTION 1.7 Casualty Condemnation/Eminent Domain. In accordance with and to the extent required by the Indenture, the Taxable Term Loan, the Collateral Agency Agreement and any of the Mortgaged Leases, each Grantor shall give the Collateral Agent prompt written notice of casualty or other damage to the Mortgage Estate or any proceeding for the taking of the Mortgage Estate or any portion thereof or interest therein under power of eminent domain or by condemnation or any similar proceeding with respect to such Grantor’s right, title and interest in and to the Mortgage Estate.

SECTION 1.8 Assignment of Leases and Rents.

(a) To the maximum extent permitted by applicable law, each Grantor hereby presently and effectively grants, sells, conveys, sets over, transfers and assigns to the Collateral Agent and its successors and assigns, all of its right title and interest in the Leases, together with any and all extensions and renewals thereof, with respect to such Grantor’s right, title and interest in and to the Mortgage Estate, to the Collateral Agent for purposes of securing and discharging the performance by such Grantor of its Secured Obligations. No Grantor has assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to anyone other than the Collateral Agent.

(b) To the maximum extent permitted by applicable law, and subject to Section 1.8(c), each Grantor has assigned and transferred to the Collateral Agent all of such Grantor’s right, title and interest in and to the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by such Grantor, with respect to such Grantor’s right, title and interest in and to the Mortgage Estate, it being intended that this assignment shall constitute, subject to Section 1.8(c), a collateral transfer and assignment of all such Rents and all Leases to the Collateral Agent and not an assignment for additional security only. To the maximum extent permitted by applicable law, and subject to Section 1.8(c), so long as an Event of Default shall have occurred and be continuing, the Collateral Agent may in any Grantor’s name and stead (with or without first taking possession of any of the Mortgage Estate personally or by receiver as provided herein) operate the Mortgage Estate and rent, lease or let all or any portion of any of the Mortgage Estate to any party or parties at such rental and upon such terms as the Collateral Agent shall, in its sole and reasonable discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease in accordance with the Secured Obligation Documents.

(c) So long as an Event of Default shall not have occurred and be continuing, the Collateral Agent will not exercise any of its rights under Section 1.8(b), and Grantors shall receive and collect the Rents accruing under any Lease with respect to such Grantor’s right, title and interest in and to the Mortgage Estate; but after the occurrence and during the continuance of any Event of Default, the Collateral Agent may immediately, at its option, receive and collect all Rents and enter upon the applicable Premises and Improvements belonging to such Grantor’s right, title and interest in and to the Mortgage Estate, through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Such failure by the Collateral Agent to exercise its rights immediately shall not in any way waive the Collateral Agent’s rights to receive any Rents, or to make any such demand, or to affect any such assignments as to any Rents not delivered directly to the Collateral Agent. In this regard, if any of such Rents are paid or delivered directly to the Collateral Agent and then, at the request of the Collateral Agent, such Rents are, for a period or periods of time, paid or delivered directly to any Grantor, the Collateral Agent shall nevertheless have the right, effective upon written notice, to require that such future Rents be again paid or delivered directly to it. Each Grantor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, with respect to such Grantor’s right, title and interest in and to the Mortgage Estate, to rely upon any notice of a claimed Event of Default sent by the Collateral Agent to any such tenant or any of such tenant’s successors in interest, and thereafter to pay such Rents to the Collateral Agent without any obligation or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the applicable Grantor, who shall have no right or claim against any such tenant or successor in interest for any such Rents so paid to the Collateral Agent. Each tenant or any of such tenant’s successors in interest from whom the Collateral Agent or any officer, agent, attorney or employee of the Collateral Agent shall have collected any Rents, shall be authorized to pay Rents to the applicable Grantor only after such tenant or any of their successors in interest shall have received written notice from the Collateral Agent that the Event of Default is no longer continuing, unless and until a further notice of an Event of Default is given by the Collateral Agent to such tenant or any of its successors in interest.

(d) Independently of the foregoing provisions and authorities herein granted, if an Event of Default shall be continuing, the applicable Grantor shall execute and deliver, any and all Rents that may be requested by the Collateral Agent to effect payment or delivery of the Rents directly to the Collateral Agent in accordance with this Section 1.8 with respect to such Grantor’s right, title and interest in and to the Mortgage Estate. If, pursuant to any existing contract, any such Rents are required to be paid or delivered by any tenant directly to a Grantor so that under such existing contracts the Rents cannot be paid or delivered directly to the Collateral Agent in the absence of foreclosure, then, if the Collateral Agent has requested that the Rents be paid or delivered directly to it under the assignment herein contained, the Rents that for any reason must be paid or delivered to the applicable Grantor shall, when received by such Grantor, constitute trust funds in such Grantor’s hands and shall be immediately paid over by such Grantor to the Collateral Agent.

(e) The Collateral Agent is hereby absolved from all liability for failure to enforce collection of the Rents assigned under Section 1.8 hereof and from all other responsibility in connection therewith, except the responsibility to account (by application upon the Secured Obligations or otherwise) for funds actually received. If the Collateral Agent receives monies in excess of the amount of the Rents to which a Grantor is entitled, the Collateral Agent will make a reasonable effort to pay any such excess monies of which the Collateral Agent is aware to the other parties legally entitled thereto; provided that each Grantor, with respect to such Grantor’s right, title and interest in and to the Mortgage Estate, agrees to indemnify and hold the Collateral Agent harmless against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of the assertion that they or either of them have received, either before or after payment and performance in full of the Secured Obligations or any other Rents in which a Person claims an adverse interest.

(f) The Collateral Agent will not become a party in possession so long as it does not enter or take actual possession of the Mortgage Estate. In addition, the Collateral Agent shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective conditions of any of the Mortgage Estate, for negligence in the management, upkeep, repair or control of any of the Mortgage Estate or any other act or omission by any other person. The rights of the Collateral Agent pursuant hereto shall be cumulative of all other security of any and every character now or hereafter existing to secure the payment of the Secured Obligations. Rents received under this Section 1.8 assignment shall be applied as set forth in the Collateral Agency Agreement. The Collateral Agent may, in its sole discretion, permit the Rents it receives to be returned to the applicable Grantor (rather than applied to the Secured Obligations) for use in such Grantor’s operations.

SECTION 1.9 Intentionally Deleted.

SECTION 1.10 Restrictions on Transfers and Encumbrances. Each Grantor shall comply with all requirements (subject to any applicable exceptions) under the Indenture, the Taxable Term Loan, the Mortgaged Leases and the Collateral Agency Agreement relating to any covenant not to sell, convey, alienate, assign, lease, sublease, license, mortgage, pledge, encumber or otherwise transfer, create, or suffer the creation of any lien, charge or other form of encumbrance upon any interest in or any part of the Mortgage Estate pertaining to such Grantor, or be divested of its title to with respect to such Grantor’s right, title and interest in and to the Mortgage Estate in any manner or way, whether voluntarily or involuntarily (other than resulting from a condemnation), or engage in any common, cooperative, joint, time-sharing or other congregate ownership of all or part thereof, except in each case, Permitted Security Interests.

SECTION 1.11 Security Agreement. To the extent the Mortgage Estate consists of items of Personal Property, this Mortgage shall also be construed as a security agreement under the UCC. Each of the Grantors, in order to secure the due and punctual payment and performance of the Secured Obligations, hereby grant to the Collateral Agent for its benefit and for the benefit of the Secured Parties, a security interest in and to all such Personal Property of such Grantor. Upon and during the continuance of an Event of Default, the Collateral Agent shall be entitled with respect to the Personal Property, to exercise all remedies hereunder or available under the UCC with respect thereto and all other remedies available under applicable law, and, without limiting the foregoing, all or any portion of the Personal Property, may, at the Collateral Agent’s option, (a) be sold hereunder together with any sale of any portion of the Mortgage Estate or otherwise, (b) be sold separately pursuant to the UCC, or (c) be dealt with by the Collateral Agent in any other manner permitted under applicable law. The Collateral Agent may require the applicable Grantor to assemble all or any portion of the Personal Property, and make it available to the Collateral Agent at a place to be designated by the Collateral Agent. Each Grantor acknowledges and agrees that a disposition of such Personal Property collateral in accordance with the Collateral Agent’s rights and remedies in respect to the Mortgage Estate as heretofore provided is a commercially reasonable disposition thereof; provided, however, that the Collateral Agent shall give the applicable Grantor not less than ten (10) days’ prior notice of the time and place of any intended disposition.

SECTION 1.12 Filing and Recording. The Grantors will cause this Mortgage to be filed, registered or recorded and, if necessary, refiled, rerecorded and reregistered, in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to perfect the lien hereof upon, and the security interest of the Collateral Agent in, the Mortgage Estate until this Mortgage is terminated and released in full in accordance with Section 3.4 hereof. In connection therewith, the Grantors will pay all filing, registration and recording fees, all Federal, state, county and municipal recording, documentary or intangible taxes and other taxes, duties, imposts, assessments and charges, and all reasonable expenses incidental to or arising out of or in connection with the execution, delivery and recording of this Mortgage, any Mortgage supplemental hereto or any instrument of further assurance.

SECTION 1.13 Further Assurances. Promptly following demand by the Collateral Agent in its reasonable discretion, each Grantor will, at such Grantor’s sole cost and without expense to the Collateral Agent, do, execute, acknowledge and deliver all such further acts, deeds, conveyances, assignments, notices of assignment, transfers and assurances as the Collateral Agent shall from time to time reasonably require for the better assuring, conveying, assigning, transferring and confirming unto the Collateral Agent the property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which Grantor may be or may hereafter become bound to convey or assign to the Collateral Agent, or for carrying out the intention or facilitating the performance of the terms of this Mortgage, or for filing, registering or recording this Mortgage, and promptly following demand, such Grantor will also execute and deliver and hereby appoints the Collateral Agent as its true and lawful attorney-in-fact and agent, for such Grantor and in its name, place and stead, in any and all capacities, to execute and file to the extent it may lawfully do so, one or more financing statements, security agreements or comparable security instruments reasonably requested by the Collateral Agent to evidence more effectively the lien hereof upon the Mortgage Estate and to perform each and every act and thing reasonably requisite and necessary to be done to accomplish the same.

SECTION 1.14 Additions to Mortgage Estate. All right, title and interest of a Grantor in and to all extensions, improvements, betterments, renewals, substitutions and replacements of, and all additions and appurtenances to, the Mortgage Estate hereafter acquired by or released to such Grantor or constructed, assembled or placed by such Grantor upon the Premises, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case without any further mortgage, conveyance, assignment or other act by such Grantor, shall become subject to the lien and security interest of this Mortgage as fully and completely and with the same effect as though now owned by such Grantor and specifically described in the grant of the Mortgage Estate above, but at any and all times such Grantor will execute and deliver to the Collateral Agent any and all such further assurances, deeds of trust, conveyances or assignments thereof as the Collateral Agent may reasonably require for the purpose of expressly and specifically subjecting the same to the lien and security interest of this Mortgage.

SECTION 1.15 No Claims Against Collateral Agent. Nothing contained in this Mortgage shall constitute any consent or request by the Collateral Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgage Estate or any part thereof, nor as giving any Grantor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Collateral Agent in respect thereof.

SECTION 1.16 Financing Statement; Fixture Filing. Without in any manner limiting the generality of any of the other provisions of this Mortgage: (a) some portions of the goods described or to which reference is made herein are or are to become fixtures on the Mortgaged Estate; (b) (i) Delaware River Partners LLC is the record owner of the Terminal Land and has (1) a leasehold estate in the Cavern Leasehold Land pursuant to the DRP Cavern Sublease, (2) a leasehold estate in the Wharf Leasehold Land pursuant to the DRP Wharf Sublease, (3) a leasehold estate in the Port & Rail Leasehold Land pursuant to the DRP Port & Rail Sublease, (4) a leasehold estate in the Cryo Site Land pursuant to the DRP Facilities Sublease and (5) a leasehold estate in the Bullet Tank Leasehold Land pursuant to the DRP Bullet Tank Sublease; (ii) DRP Urban Renewal 1, LLC has a leasehold estate in the Cavern Leasehold Land pursuant to the Cavern Ground Lease; (iii) DRP Urban Renewal 2, LLC has a leasehold estate in the Wharf Leasehold Land pursuant to the Wharf Ground Lease; (iv) DRP Urban Renewal 3, LLC has a leasehold estate in the Port & Rail Leasehold Land pursuant to the Port & Rail Ground Lease; (v) DRP Urban Renewal 4, LLC has a leasehold estate in the Cryo Site Land pursuant to the Facilities Ground Lease; and (vi) DRP Urban Renewal 5, LLC has a leasehold estate in the Bullet Tank Leasehold Land pursuant to the Bullet Tank Ground Lease; and (c) this Mortgage is to be filed in the real property records as a financing statement and shall constitute a “fixture filing” for purposes of the UCC. For this purpose, the following information is set forth:

(1) Name of Collateral Agent, as Secured Party:	UMB Bank, N.A., as Collateral Agent

Address of Collateral Agent, as Secured Party:	UMB Bank, N.A. 5555 San Felipe Street, Suite 870 Houston, Texas 77056

(2) Name of DRP:	Delaware River Partners LLC

CEO / Mailing Address of DRP:	Delaware River Partners LLC 1400 N. Providence Rd., Ste. 303 Media, Pennsylvania 19063

Principal Place of Business of DRP:	200 N. Repauno Avenue Gibbstown, New Jersey 08027

DRP is a limited liability company formed in the State of Delaware.

(3) Name of URE 1:	DRP Urban Renewal 1, LLC

CEO / Mailing Address of URE 1:	c/o Delaware River Partners LLC 1400 N. Providence Rd., Ste. 303 Media, Pennsylvania 19063

Principal Place of Business of URE 1:	200 N. Repauno Avenue Gibbstown, New Jersey 08027

URE 1 is a limited liability company formed in the State of New Jersey.

(4) Name of URE 2:	DRP Urban Renewal 2, LLC

CEO / Mailing Address of URE 2:	c/o Delaware River Partners LLC 1400 N. Providence Rd., Ste. 303 Media, Pennsylvania 19063

Principal Place of Business of URE 2:	200 N. Repauno Avenue Gibbstown, New Jersey 08027

URE 2 is a limited liability company formed in the State of New Jersey.

(5) Name of URE 3:	DRP Urban Renewal 3, LLC

CEO / Mailing Address of URE 3:	c/o Delaware River Partners LLC 1400 N. Providence Rd., Ste. 303 Media, Pennsylvania 19063

Principal Place of Business of URE 3:	200 N. Repauno Avenue Gibbstown, New Jersey 08027

URE 3 is a limited liability company formed in the State of New Jersey.

(6) Name of URE 4:	DRP Urban Renewal 4, LLC

CEO / Mailing Address of URE 4:	c/o Delaware River Partners LLC 1400 N. Providence Rd., Ste. 303 Media, Pennsylvania 19063

Principal Place of Business of URE 4:	200 N. Repauno Avenue Gibbstown, New Jersey 08027

URE 4 is a limited liability company formed in the State of Delaware.

(7) Name of URE 5:	DRP Urban Renewal 5, LLC

CEO / Mailing Address of URE 5:	c/o Delaware River Partners LLC 1400 N. Providence Rd., Ste. 303 Media, Pennsylvania 19063

Principal Place of Business of URE 5:	200 N. Repauno Avenue Gibbstown, New Jersey 08027

URE 5 is a limited liability company formed in the State of Delaware.

In addition, each Grantor hereby authorizes the Collateral Agent, its counsel or its representative, at any time and from time to time, to file or record appropriate financing statements, continuation statements amendments thereto and other filing or recording documents or instruments under the UCC in effect in the jurisdiction in which the Mortgage Estate is located or where such Grantor is located/organized or any other applicable jurisdiction as may be required by law in order to create, establish, preserve and protect the liens and security interests intended to be granted to the Collateral Agent pursuant to this Mortgage in the Mortgage Estate. By the execution and delivery hereof, each Grantor hereby authorizes the Collateral Agent to file any financing statements, and any amendments or continuation statements with respect thereto, as to the Mortgage Estate pursuant to the UCC without the applicable Grantor’s signature thereon. A carbon, photographic or other reproduction of this instrument shall be sufficient as a financing statement. Each Grantor also authorizes the Collateral Agent, its counsel or its representative, at any time and from time to time, to file or record such financing statements that describe the collateral covered thereby as “all assets of the Grantor”, “all personal property of the Grantor” or words of similar effect. The Grantors shall pay all costs associated with the filing of such instruments. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, or be responsible for maintaining the security interests purported to be created as described herein (except for the safe custody of any Collateral in its possession) and such responsibility shall be solely that of each Grantor.

ARTICLE II.

DEFAULTS AND REMEDIES

SECTION 2.1 Intentionally Deleted.

SECTION 2.2 Demand for Payment. If an Event of Default shall occur and be continuing, then, upon written demand of the Collateral Agent in accordance with the applicable terms of the Indenture, the Taxable Term Loan, the Collateral Agency Agreement and the Mortgaged Leases, the Collateral Agent shall be entitled and empowered to institute an action or proceedings at law or in equity for the collection of the sums so due and unpaid, to prosecute any such action or proceedings to judgment or final decree, to enforce ^-any such judgment or final decree against each Grantor, in respect of such Grantor’s right, title and interest in and to the Mortgage Estate, and to collect, in any manner provided by law, all moneys adjudged or decreed to be payable.

SECTION 2.3 Rights To Take Possession, Operate and Apply Revenues.

(a) If an Event of Default shall occur and be continuing, each Grantor shall, upon demand of the Collateral Agent, forthwith surrender to the Collateral Agent actual possession of the Mortgage Estate to which it has an interest, and, if and to the extent not prohibited by applicable law, the Collateral Agent itself, as applicable, or by such officers or agents as it may appoint, may then enter and take possession of all the Mortgage Estate without the appointment of a receiver or an application therefor, exclude the Grantors and their agents and employees wholly therefrom, and have access to the books, papers and accounts of the Grantors.

(b) If, in accordance with Section 2.3(a) above, any applicable Grantor shall for any reason fail to surrender or deliver the Mortgage Estate or any part thereof after such demand by the Collateral Agent, the Collateral Agent may, to the extent not prohibited by applicable law, obtain a judgment or decree conferring upon the Collateral Agent the right to immediate possession or requiring the applicable Grantor to deliver immediate possession of the Mortgage Estate to the Collateral Agent, to the entry of which judgment or decree each Grantor hereby specifically consents. Subject to Section 11.01 of the Collateral Agency Agreement, each Grantor will pay to the Collateral Agent, within the time period set forth therein, all reasonable expenses of obtaining such judgment or decree, including reasonable compensation to the Collateral Agent’s attorneys and agents with interest on any overdue amounts therefrom, at the rate per annum applicable to overdue amounts under the applicable Secured Obligation Document, as provided in and to the extent then applicable under Section 11.01 of the Collateral Agency Agreement, but in no event to exceed the maximum rate permitted by law (the “Default Rate”), in respect of such Grantor’s right, title and interest in and to the Mortgage Estate; and all such expenses and compensation shall, until paid, be secured by this Mortgage.

(c) Upon every such entry or taking of possession, the Collateral Agent may, to the extent not prohibited by applicable law, hold, store, use, operate, manage and control the Mortgage Estate (or the applicable portion of the Mortgaged Estate), conduct the business thereof and, from time to time, (i) make all necessary and proper maintenance, repairs, renewals, replacements, additions, betterments and improvements thereto and thereon, (ii) insure or keep all or such portion of the Mortgage Estate insured in the manner and amounts required pursuant to the Indenture and the Taxable Term Loan, (iii) manage and operate all or such portion of the Mortgage Estate in its reasonable discretion and exercise all the rights and powers of the Grantors to the same extent as the Grantors could in their own name or otherwise with respect to the same or (iv) enter into any and all agreements with respect to the exercise by others of any of the powers herein granted to the Collateral Agent, all as may from time to time be directed or determined by the Collateral Agent to be in its best interest and each Grantor hereby appoints the Collateral Agent as its true and lawful attorney-in-fact and agent, for such Grantor and in its name, place and stead, in any and all capacities, to perform any of the foregoing acts. During the time of such possession, the Collateral Agent may collect and receive all the Rents, issues, profits and revenues from the all or such portion of the Mortgage Estate, including those past due as well as those accruing thereafter, and, after deducting, in all cases subject to Section 11.01 of the Collateral Agency Agreement, (i) all reasonable expenses of taking, holding, managing and operating all or such portion of the Mortgage Estate (including reasonable compensation for the services of all persons employed for such purposes), (ii) the reasonable costs of all such maintenance, repairs, renewals, replacements, additions, betterments, improvements, purchases and acquisitions, (iii) the reasonable costs of insurance, (iv) such taxes, assessments and other similar charges as the Collateral Agent may at its option pay, (v) other proper and reasonable charges upon the Mortgage Estate or any such part thereof and (vi) the reasonable compensation, expenses and disbursements of the attorneys and agents of the Collateral Agent, or the Collateral Agent, as applicable, shall apply the remainder of the moneys and proceeds so received in accordance with Section 2.8 hereof.

(d) Whenever, before any sale of all or such portion of the Mortgage Estate under Section 2.6, all Secured Obligations that are then due shall have been paid and all Events of Default fully cured, the Collateral Agent will surrender possession of all or such portion of the Mortgage Estate back to each Grantor, as applicable, their successors or assigns. The same right of taking possession shall, however, arise again if any subsequent Event of Default shall occur and be continuing.

SECTION 2.4 Right to Cure Grantor’s Failure to Perform. Should any Grantor fail in the payment, performance or observance of any term, covenant or condition required by this Mortgage or of any Grantor, to the extent applicable to such Grantor, under the Indenture, the Taxable Term Loan, any Mortgaged Lease, the Collateral Agency Agreement or any other Secured Obligation Document beyond any applicable notice and cure periods, the Collateral Agent may pay, perform or observe the same, and all payments made or out-of-pocket costs or expenses incurred by the Collateral Agent in connection therewith shall be secured hereby and, subject to Section 11.01 of the Collateral Agency Agreement, shall be, within the time period set forth therein, repaid by the applicable Grantor to the Collateral Agent with interest on overdue amounts thereon at the Default Rate. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent is hereby empowered to enter and to authorize its agents to enter upon the Mortgage Estate or any part thereof for the purpose of performing or observing any such defaulted term, covenant or condition without having any obligation to so perform or observe and without thereby becoming liable to the Grantors, to any person in possession holding under such Grantor or to any other person absent its (or its agents) gross negligence, bad faith or willful misconduct.

SECTION 2.5 Right to a Receiver. If an Event of Default shall occur and be continuing, the Collateral Agent, upon application to a court of competent jurisdiction, and without any showing of insolvency, fraud or mismanagement on the part of the Grantors, and without the necessity of filing any judicial or other proceeding other than the proceeding for appointment of a receiver shall be entitled as a matter of right to the appointment of a receiver or receivers to take possession of and to operate the Mortgage Estate or any part thereof and to collect and apply the Rents applicable to such portion of the Mortgage Estate. The receiver or receivers shall have all of the rights and powers permitted under the laws of the State of New Jersey. Subject to Section 11.01 of the Collateral Agency Agreement, the applicable Grantors shall pay to the Collateral Agent, within the time period set forth therein, all reasonable expenses, including receiver’s fees, attorney’s fees and disbursements, costs and agent’s compensation incurred pursuant to the provisions of this Section 2.5; and all such expenses shall be secured by this Mortgage and shall be repaid by such Grantor to the Collateral Agent with interest on overdue amounts at the Default Rate from the date incurred until the date so paid by such Grantor. Each Grantor hereby consents to the appointment of such receiver or receivers, agrees not to oppose any application therefor by the Collateral Agent and agrees that such appointment shall in no manner affect the other rights of the Collateral Agent under Section 2 hereof.

SECTION 2.6 Foreclosure and Sale.

(a) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, to the extent permitted or required by the terms of the Collateral Agency Agreement and Issuer Sublease, declare the entire balance of all or any portion of the Secured Obligations, including all accrued interest to be immediately due and payable, and the Secured Obligations shall upon such declaration become and be immediately due and payable without further demand or notice.

(b) To the extent permitted or required by the terms of the Collateral Agency Agreement and Issuer Sublease, upon the occurrence and during the continuance of an Event of Default:

(i) Upon the filing of any complaint for that purpose, the court in which such complaint is filed may, upon application of the Collateral Agent or at any time thereafter, either before or after foreclosure sale, and without notice to any Grantor or to any party claiming under any Grantor, without regard to the solvency or insolvency at the time of such application of any person then liable for the payment of any of the Secured Obligations, without regard to the then value of the Mortgage Estate, and without requiring any bond from the complainant in such proceedings, appoint a receiver for the benefit of the Collateral Agent (which may be the Collateral Agent), with power to take possession, charge and control of the Mortgage Estate or part thereof, to operate or lease the same, to keep the Improvements thereon insured and in good repair, and to collect any revenues of operation or rents applicable to the portion thereof during the pendency of such foreclosure suit, and, in case of foreclosure sale and a deficiency, during any period of redemption. The court shall, if requested by the receiver, authorize such receiver to pay the net amounts remaining in the receiver’s hands, after deducting reasonable compensation for the receiver and the receiver’s counsel to be allowed by the court, to the Collateral Agent to be held and applied to the Secured Obligations in accordance with the terms of the Collateral Agency Agreement. This Mortgage may be foreclosed once against all, or successively against any portion or portions, of the Mortgage Estate as the Collateral Agent may elect. This Mortgage and the right of foreclosure shall not be impaired or exhausted by one or any foreclosure or by one or any sale, and may be foreclosed successively and in parts, until all of the Mortgage Estate has been foreclosed against and sold. The Grantor agrees that the Collateral Agent may elect to foreclose and select any redemption period authorized by law. In case of any foreclosure (or commencement thereof or preparation therefor) of this Mortgage in any court, all expenses of every kind paid or incurred by the Collateral Agent for the enforcement, protection or collection of this Mortgage, including reasonable costs, attorneys’ fees, costs of advertising, costs of documentary evidence of title (including title insurance) and all other related charges and costs, shall be paid by the applicable Grantor in accordance with the terms of the Collateral Agency Agreement.

(ii) The Collateral Agent shall have the power and authority to the extent provided by law, to sell or offer to sell the Mortgage Estate or any portion thereof, accomplishing all or any of the aforesaid in such manner as permitted or required by Article 9 of the New Jersey Uniform Commercial Code relating to the sale of collateral after default by a debtor (as said section and chapter now exist or as they may be hereafter amended), or by any other present or subsequent articles or enactments relating to same; provided, however, that nothing contained in this paragraph shall be construed so as to limit in any way the Collateral Agent’s right to sell the Mortgage Estate, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the State of New Jersey or by public or private sale after entry of a judgment by any court of competent jurisdiction ordering same.

(c) Following a foreclosure sale, the proceeds of such sale shall, subject to applicable law, be applied in accordance with the Collateral Agency Agreement.

(d) In the event there is a foreclosure sale hereunder and at the time of such sale, any Grantor or any Grantor’s representatives, successors or assigns are occupying or using the Mortgage Estate, or any part thereof, each and all immediately shall become the tenant of the purchaser at such sale, which tenancy shall be a tenancy from day to day, terminable at the will of either landlord or tenant, at a reasonable rental per day based upon the value of the property occupied, such rental to be due daily to the purchaser; and to the extent permitted by applicable law, the purchaser at such sale, notwithstanding any language herein apparently to the contrary, shall have the sole option to demand possession immediately following the sale or to permit the occupants to remain as tenants at will. In the event the tenant fails to surrender possession of said property upon demand, the purchaser shall be entitled to institute and maintain an action for possession of the property (such as an action for unlawful detainer) in any court having jurisdiction.

(e) The Mortgage Estate may be sold subject to unpaid taxes and Permitted Security Interests, and, after deducting all costs, fees and expenses of the Collateral Agent (including costs of evidence of title in connection with the sale), the Collateral Agent or an officer that makes any sale shall apply the proceeds of sale in the manner set forth in Section 2.8.

(f) Any foreclosure or other sale of less than the whole of the Mortgage Estate or any defective or irregular sale made hereunder shall not exhaust the power of foreclosure or of sale provided for herein; and subsequent sales may be made hereunder until the Secured Obligations have been satisfied, or the entirety of the Mortgage Estate has been sold.

(g) If an Event of Default shall occur and be continuing, the Collateral Agent may instead of, or in addition to, exercising the rights described in Section 2.6(a) above and either with or without entry or taking possession as herein permitted, proceed by a suit or suits in law or in equity or by any other appropriate proceeding or remedy (i) to specifically enforce payment of some or all of the Secured Obligations, or the performance of any term, covenant, condition or agreement of this Mortgage or any other right, or (ii) to pursue any other remedy available to the Collateral Agent, all as the Collateral Agent shall determine most effectual for such purposes.

SECTION 2.7 Other Remedies.

(a) In case an Event of Default shall occur and be continuing, the Collateral Agent may also exercise, to the extent not prohibited by law, any or all of the remedies available to a secured party under the UCC.

(b) In connection with a sale of the Mortgage Estate and the application of the proceeds of sale as provided in Section 2.8, the Collateral Agent shall be entitled to enforce payment of and to receive up to the principal amount of the Secured Obligations, including, without limitation, all other charges, payments and costs due under this Mortgage, and to recover a deficiency judgment for any portion of the aggregate principal amount of the Secured Obligations remaining unpaid, with interest in accordance with the Indenture and the Taxable Term Loan.

SECTION 2.8 Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgage Estate, the Collateral Agent (or the receiver, if one is appointed) shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by the Collateral Agent under this Mortgage in the same manner as the proceeds of the Collateral are to be applied pursuant to Section 9.08 of the Collateral Agency Agreement. Each Grantor and any other party liable (in each case, to the extent so liable) for the Secured Obligations shall be liable for any deficiency remaining in the Secured Obligations subsequent to the sale referenced in this Section 2.

Upon any sale of the Mortgage Estate by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgage Estate so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

SECTION 2.9 Grantor as Tenant Holding Over. If a Grantor remains in possession of any of the Mortgage Estate after any foreclosure sale by the Collateral Agent, at the Collateral Agent’s election such Grantor shall be deemed a tenant holding over and shall forthwith surrender possession to the purchaser or purchasers at such sale or be summarily dispossessed or evicted according to provisions of law applicable to tenants holding over.

SECTION 2.10 Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws. Each Grantor waives, to the extent not prohibited by law, (a) the benefit of all laws now existing or that hereafter may be enacted (x) providing for any appraisement or valuation of any portion of the Mortgage Estate and/or (y) in any way extending the time for the enforcement or the collection of amounts due under any of the Secured Obligations or creating or extending a period of redemption from any sale made in collecting said debt or any other amounts due to the Collateral Agent, (b) any right to at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force providing for any homestead exemption, stay, statute of limitations, extension or redemption, or sale of the Mortgage Estate as separate tracts, units or estates or as a single parcel in the event of foreclosure or notice of deficiency, and (c) all rights of redemption, valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of or each of the Secured Obligations and marshaling in the event of foreclosure of this Mortgage; provided that the appraisement of any of the Mortgage Estate is hereby expressly waived or not waived at the option of the Collateral Agent, such option to be exercised prior to or at the time judgment is rendered in any foreclosure of this instrument.

SECTION 2.11 Discontinuance of Proceedings. In case the Collateral Agent shall proceed to enforce any right, power or remedy under this Mortgage by foreclosure, entry or otherwise, and such proceedings shall be discontinued or abandoned for any reason, or shall be determined adversely to the Collateral Agent, then and in every such case each Grantor, the Collateral Agent shall be restored to their former positions and rights hereunder, and all rights, powers and remedies of each Grantor and the Collateral Agent shall continue as if no such proceeding had been taken.

SECTION 2.12 Suits To Protect the Mortgage Estate. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have power (a) to institute and maintain suits and proceedings to prevent any impairment of the Mortgage Estate by any acts that may be unlawful or in violation of this Mortgage, (b) to preserve or protect its interest in the Mortgage Estate and in the Rents arising therefrom and (c) to restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of or compliance with such enactment, rule or order would impair the security or be prejudicial to the interest of the Collateral Agent hereunder.

SECTION 2.13 Filing Proofs of Claim. In case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting a Grantor, the Collateral Agent shall, to the extent permitted by law, be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of the Collateral Agent allowed in such proceedings for the Secured Obligations secured by this Mortgage at the date of the institution of such proceedings and for any interest accrued, late charges and additional interest or other amounts due or that may become due and payable hereunder after such date.

SECTION 2.14 Waiver.

(a) No delay or failure by the Collateral Agent to exercise any right, power or remedy accruing upon any breach or Event of Default shall exhaust or impair any such right, power or remedy or be construed to be a waiver of any such breach or Event of Default or acquiescence therein; and every right, power and remedy given by this Mortgage to the Collateral Agent may be exercised from time to time and as often as may be deemed expedient by the Collateral Agent. No consent or waiver by the Collateral Agent to or of any breach or Event of Default by any Grantor in the performance of the Secured Obligations shall be deemed or construed to be a consent or waiver to or of any other breach or Event of Default in the performance of the same or of any other Secured Obligations by such Grantor hereunder. No failure on the part of the Collateral Agent to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall constitute a waiver by the Collateral Agent of their respective rights hereunder or impair any rights, powers or remedies consequent on any future Event of Default by such Grantor.

(b) Even if the Collateral Agent (i) grants some forbearance or an extension of time for the payment of any sums secured hereby, (ii) takes other or additional security for the payment of any sums secured hereby, (iii) waives or does not exercise some right granted herein, (iv) releases a part of the Mortgage Estate from this Mortgage, (v) agrees to change some of the terms, covenants, conditions or agreements of any Mortgaged Lease, (vi) consents to the filing of a map, plat or replat affecting the Premises, (vii) consents to the granting of an easement or other right affecting the Premises or (viii) makes or consents to an agreement subordinating the lien hereof on the Mortgage Estate, no such act or omission shall preclude the Collateral Agent from exercising any other right, power or privilege herein granted or intended to be granted in the event of any breach or Event of Default then made or of any subsequent default; nor, except as otherwise expressly provided in an instrument executed by the Collateral Agent, shall this Mortgage be altered thereby. In the event of the sale or transfer by operation of law or otherwise of all or part of the Mortgage Estate, the Collateral Agent is hereby authorized and empowered to deal with any vendee or transferee with reference to the Mortgage Estate secured hereby, or with reference to any of the terms, covenants, conditions or agreements hereof, as fully and to the same extent as it might deal with the original parties hereto and without in any way releasing or discharging any liabilities, obligations or undertakings.

SECTION 2.15 WAIVER OF TRIAL BY JURY. EACH GRANTOR AND THE COLLATERAL AGENT (A) COVENANT AND AGREE NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS MORTGAGE, THE COLLATERAL AGENCY AGREEMENT OR ANY OTHER SECURITY DOCUMENT OR THE RELATIONSHIP BETWEEN THE PARTIES AS MORTGAGOR AND MORTGAGEE THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

SECTION 2.16 Remedies Cumulative. No right, power or remedy conferred upon or reserved to the Collateral Agent by this Mortgage is intended to be exclusive of any other right, power or remedy, and each and every such right, power and remedy shall be cumulative and concurrent and in addition to any other right, power and remedy given hereunder or now or hereafter existing at law or in equity or by statute.

SECTION 2.17 Collateral Agent’s Rights. The rights, privileges, immunities and indemnities under the Indenture, the Taxable Term Loan and the Collateral Agency Agreement shall be incorporated herein as if fully set forth herein.

ARTICLE III.

MISCELLANEOUS

SECTION 3.1 Partial Invalidity. In the event any one or more of the provisions contained in this Mortgage shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect or impair any other provision of this Mortgage, and this Mortgage shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein or therein, and the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provision with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provision. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 3.2 Notices. All notices and communications hereunder shall be in writing and given to the Grantors and to the Collateral Agent as provided in the Collateral Agency Agreement.

SECTION 3.3 Successors and Assigns. All of the grants, covenants, terms, provisions and conditions herein shall run with the Premises and shall apply to, bind and inure to, the benefit of the permitted successors and assigns of each Grantor (including all successors in interest of each Grantor in and to all or any part of the Collateral) and the successors and assigns of the Collateral Agent. All references in this Mortgage to each Grantor and the Collateral Agent shall be deemed to include all such successors and assigns.

SECTION 3.4 Termination and Amendment.

(a) On the Termination Date (as defined in the Collateral Agency Agreement), this Mortgage shall terminate. The Collateral Agent shall, at the expense of the Grantors, deliver to the Grantors upon such termination such mortgage releases and execute such other documentation as shall be reasonably requested by the Grantors to effect the termination and release of the lien and security interest on the Mortgage Estate as required by this Section 3.4. The Collateral Agent shall release any lien and security interest covering any asset that has been disposed of in accordance with the provisions of the applicable Secured Obligation Document.

(b) Notwithstanding the foregoing, each Grantor will be entitled to a release of property and other assets included in the Mortgage Estate from the lien and security interests securing the Secured Obligations, under one or more of the following circumstances (and the Collateral Agent shall execute and deliver such documents and instruments without recourse or warranty as each Grantor may reasonably request to evidence such release without the further consent of the Secured Creditors or other Secured Parties): (i) to enable each Grantor to sell or transfer any of the Mortgage Estate to the extent such sale or transfer constitutes a sale of assets or other transfer of ownership permitted under the Collateral Agency Agreement and (ii) in connection with any part of the Mortgage Estate becoming an Excluded Asset. Upon receipt of a certificate of a Responsible Officer of each Grantor certifying that all conditions precedent under the Secured Obligation Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by each Grantor, the Collateral Agent shall execute, deliver or acknowledge (at the Grantors’ expense) such instruments or releases to evidence the release of any Mortgage Estate permitted to be released pursuant to the Secured Obligation Documents.

(c) At the request of the applicable Grantor, the Collateral Agent will amend, supplement or modify (which amendment, supplement or modification may include a partial release or subordination) this Mortgage and its lien on any property held by the Collateral Agent, if any such amendment, supplement or modification is required to effect the provisions of Article X of the Indenture, Section 8.1 of the Taxable Term Loan, Section 11.04 of the Issuer Sublease or Article XIII and Section 7.08 of the Collateral Agency Agreement.

(d) In connection with any amendment, supplement or modification pursuant to paragraph (a), (b) or (c) of this Section 3.4, the Collateral Agent shall execute and deliver to the applicable Grantor the documents and shall perform such other actions reasonably requested by the Grantor, in each case, as may be required to effect the provisions of Article X of the Indenture, Section 8.1 of the Taxable Term Loan, Section 11.04 of the Issuer Sublease or Article XIII and Section 7.08 of the Collateral Agency Agreement. Any execution and delivery of documents pursuant to this Section 3.4 shall be without recourse to or warranty by the Collateral Agent.

SECTION 3.5 Definitions. As used in this Mortgage, the singular shall include the plural as the context requires and the following words and phrases shall have the following meanings: (a) “including” shall mean “including but not limited to”, (b) “provisions” shall mean “provisions, terms, covenants and/or conditions”, (c) “lien” shall mean “lien, charge, encumbrance, security interest, mortgage or Mortgage”, (d) “obligation” shall mean “obligation, duty, covenant and/or condition”, and (e) “any of “the Mortgage Estate” shall mean “the Mortgage Estate or any part thereof or interest therein”. All references in this Mortgage to an exhibit shall refer to the corresponding exhibit attached to this Mortgage, and all exhibits attached to this Mortgage hereby are incorporated by each such reference into this Mortgage and are made a part of this Mortgage for all purposes. Any act that the Collateral Agent is permitted to perform hereunder may be performed at any time and from time to time by the Collateral Agent or any person or entity designated by the Collateral Agent. Any act that is prohibited to Grantors hereunder is also prohibited to all tenants of any of the Mortgage Estate. For the term of this Mortgage, each appointment of the Collateral Agent as attorney-in-fact for the Grantors under this Mortgage is irrevocable, with power of substitution and coupled with an interest. Subject to the applicable provisions hereof, the Collateral Agent has the right to refuse to grant its consent, approval or acceptance or to indicate its satisfaction, in its sole discretion, whenever such consent, approval, acceptance or satisfaction is required hereunder.

SECTION 3.6 No Oral Modification. This Mortgage may not be changed or terminated orally. Any agreement made by the Grantors and the Collateral Agent after the date of this Mortgage relating to this Mortgage shall be superior to the rights of the holder of any intervening or subordinate Mortgage, lien or encumbrance.

SECTION 3.7 Liability and Indemnification of Collateral Agent. THE COLLATERAL AGENT SHALL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT OR ACT DONE BY THE COLLATERAL AGENT IN GOOD FAITH, OR BE OTHERWISE RESPONSIBLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES WHATSOEVER (INCLUDING THE COLLATERAL AGENT’S NEGLIGENCE), EXCEPT FOR THE COLLATERAL AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Collateral Agent shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by it hereunder, believed by it in good faith to be genuine. All monies received by the Collateral Agent shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other monies (except to the extent required by law), and the Collateral Agent shall be under no liability for interest on any monies received by it hereunder. GRANTORS SHALL REIMBURSE THE COLLATERAL AGENT FOR, AND INDEMNIFY AND SAVE THE COLLATERAL AGENT HARMLESS AGAINST, ANY AND ALL LIABILITY AND EXPENSES (INCLUDING ATTORNEYS’ FEES) WHICH MAY BE INCURRED BY THE COLLATERAL AGENT IN THE PERFORMANCE OF THE COLLATERAL AGENT’S DUTIES HEREUNDER (INCLUDING ANY LIABILITY AND EXPENSES RESULTING FROM THE COLLATERAL AGENT’S OWN NEGLIGENCE, BUT EXCLUDING THE COLLATERAL AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT). The foregoing indemnity shall not terminate upon release, foreclosure or other termination of this Mortgage. In the performance of its obligations set forth herein, the Collateral Agent shall be entitled to all of the rights, benefits, protections, indemnities and immunities afforded to it as Collateral Agent under the Collateral Agency Agreement.

SECTION 3.8 Intentionally Omitted.

SECTION 3.9 Counterparts. This Mortgage may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

SECTION 3.10 Collateral Agency Agreement. In the event of any conflict between the provisions of this Mortgage and the provisions of the Collateral Agency Agreement, the provisions of the Collateral Agency Agreement shall control.

ARTICLE IV.

[Intentionally Omitted]

ARTICLE V.

MORTGAGED LEASES

SECTION 5.1 Representations, Warranties and Covenants. As of the Effective Date, each Grantor represents and warrants to the Collateral Agent that (a) each Mortgaged Lease to which such Grantor is a party is unmodified and in full force and effect, (b) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (c) such Grantor enjoys the quiet and peaceful possession of the property demised thereby, (d) such Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, and (e) the landlord thereunder is not in default in any material respect under any of the terms or provisions thereof on the part of such landlord to be observed or performed (but this statement is made for the benefit of and may only be relied upon by the Collateral Agent and Secured Parties). Each Grantor shall promptly pay, when due and payable, the rent and other charges payable pursuant to each Mortgaged Lease applicable to such Grantor, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by such Grantor as tenant under such Mortgaged Leases. Each Grantor shall notify the Collateral Agent in writing of any default by such Grantor in the performance or observance of any terms, covenants or conditions on the part of such Grantor to be performed or observed under the Mortgaged Leases within ten (10) days after such Grantor knows of such default. Each Grantor shall, promptly following the receipt thereof, deliver a copy of any notice of default given to such Grantor by any landlord pursuant to a Mortgaged Lease and promptly notify the Collateral Agent in writing of any default by a landlord in the performance or observance of any of the terms, covenants or conditions on the part of the landlord to be performed or observed thereunder. Unless required under the terms of the Mortgaged Leases, except as restricted by the Indenture, the Taxable Term Loan or the Issuer Sublease, no Grantor shall, without the prior written consent of the Collateral Agent (which may be granted or withheld in the Collateral Agent’s sole and absolute discretion) (i) terminate or surrender any Mortgaged Lease or (ii) enter into any modification of any Mortgaged Lease in violation of Article 10 of the Indenture, Section 8.1 of the Taxable Term Loan, Section 11.04 of the Issuer Sublease or Article XIII and Section 7.08 of the Collateral Agency Agreement, and any such attempted termination, modification or surrender without the Collateral Agent’s written consent shall be void. Each Grantor shall, within thirty (30) days after written request from the Collateral Agent, use commercially reasonable efforts to obtain from the landlord under any Mortgaged Lease to which such Grantor is a party and deliver to the Collateral Agent a certificate setting forth the name of the tenant thereunder and stating that the Mortgaged Lease is in full force and effect, is unmodified or, if the Mortgaged Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on such Grantor, stating that to the best of such landlord’s knowledge, no default or event which with notice or lapse of time (or both) would become a default is existing under the Mortgaged Lease, stating the date to which rent has been paid, and specifying the nature of any defaults, if any, and containing such other statements and representations as may be reasonably requested by the Collateral Agent.

SECTION 5.2 No Merger; Acquisition; Power of Attorney. So long as any of the Secured Obligations remain unpaid or unperformed, the fee title to and the leasehold estate in the Leased Land and Improvements thereon subject to any Mortgaged Lease shall not merge but shall always be kept separate and distinct notwithstanding the union of such estates in any landlord(s) thereunder or any Grantor, or in a third party, by purchase or otherwise. If any Grantor hereafter acquires the fee title or any other estate, title or interest in the property demised by any Mortgaged Lease, or any part thereof or any part of this Mortgage, the lien of this Mortgage shall attach to, cover and be a lien upon such acquired estate, title or interest and the same shall thereupon be and become a part of the Mortgage Estate with the same force and effect as if specifically encumbered herein. Each Grantor agrees to execute all instruments and documents that the Collateral Agent may reasonably require to ratify, confirm and further evidence the lien of this Mortgage on the acquired estate, title or interest. Furthermore, each Grantor hereby appoints the Collateral Agent as its true and lawful attorney-in-fact to execute and deliver, following the occurrence and during the continuance of an Event of Default, all such instruments and documents in the name and on behalf of such Grantor. This power, being coupled with an interest, shall be irrevocable as long as any portion of the Secured Obligations remains unpaid.

SECTION 5.3 New Leases. If any Mortgaged Lease shall be terminated prior to the natural expiration of its term due to default by the applicable Grantor or any tenant thereunder, and if, pursuant to the provisions of such Mortgaged Lease, the Collateral Agent or its designee shall acquire from the landlord thereunder a new lease of the Premises subject to such Mortgaged Leases, such Grantor shall have no right, title or interest in or to such new lease or the leasehold estate created thereby, or renewal privileges therein contained.

SECTION 5.4 No Assignment. Notwithstanding anything to the contrary contained herein, this Mortgage shall not constitute an assignment of any Mortgaged Lease within the meaning of any provision thereof prohibiting its assignment, and the Collateral Agent shall have no liability or obligation thereunder by reason of the Collateral Agent’s acceptance of this Mortgage. The Collateral Agent shall not be liable for any obligations of a tenant arising out of a Mortgaged Lease unless the Collateral Agent is in possession of the Premises demised thereunder or has acquired, by foreclosure or otherwise, all of such tenant’s right, title and interest in the Mortgaged Lease. In any event, the Collateral Agent shall not be liable for any such tenant obligations, other than to the extent arising during the period of time during which the Collateral Agent is in possession of such Premises.

SECTION 5.5 Treatment of Mortgaged Leases in Bankruptcy.

(a) If any landlord or grantor under a Mortgaged Lease rejects or disaffirms, or seeks or purports to reject or disaffirm, such Mortgaged Lease pursuant to any Bankruptcy Law, then the applicable Grantor shall not exercise the 365(h) Election except as otherwise provided in this paragraph. To the extent permitted by law, the applicable Grantor shall not suffer or permit the termination of such Mortgaged Lease by exercise of the 365(h) Election or otherwise without the Collateral Agent’s written consent. The Grantors acknowledge that, because the Mortgaged Leases are a primary element of the Collateral Agent’s security for the Secured Obligations, it is not anticipated that the Collateral Agent would consent to termination of any Mortgaged Lease. If any Grantor makes any 365(h) Election in violation of this Mortgage, then such 365(h) Election shall be void and of no force or effect.

(b) Each Grantor hereby assigns to the Collateral Agent the 365(h) Election with respect to the Mortgaged Leases until the Secured Obligations have been satisfied in full; provided, that the Collateral Agent may not exercise the 365(h) Election without such Grantor’s prior written consent. Each Grantor acknowledges and agrees that the foregoing assignment of the 365(h) Election and related rights is one of the rights that the Collateral Agent may use at any time to protect and preserve the Collateral Agent’s other rights and interests under this Mortgage. Each Grantor further acknowledges that exercise of the 365(h) Election in favor of terminating any Mortgaged Lease, except in accordance with the terms hereof, would constitute waste prohibited by this Mortgage.

(c) Each Grantor acknowledges that if the 365(h) Election is exercised in favor of such Grantor’s remaining in possession under any Mortgaged Lease, then such Grantor’s resulting occupancy rights, as adjusted by the effect of Section 365 of Title 11 of the United States Code (the “Bankruptcy Code”), shall then be part of the Mortgage Estate and shall be subject to the lien of this Mortgage.

SECTION 5.6 Rejection of Mortgaged Lease by Landlord. If any landlord or grantor under any Mortgaged Lease rejects or disaffirms a Mortgaged Lease or purports or seeks to disaffirm a Mortgaged Lease pursuant to any Bankruptcy Law, then:

(a) The applicable Grantor shall, to the extent permitted by applicable law and by any applicable court order, remain in possession of the Premises demised under such Mortgaged Lease so rejected or disaffirmed and shall perform all acts reasonably necessary for such Grantor to remain in such possession for the unexpired term of such Mortgaged Lease, whether the then-existing terms and provisions of such Mortgaged Lease require such acts or otherwise; and

(b) All the terms and provisions of this Mortgage and the lien created by this Mortgage shall remain in full force and effect and shall extend automatically to all of such Grantor’s rights and remedies arising at any time under, or pursuant to, Section 365(h) of the Bankruptcy Code, including all of such Grantor’s rights to remain in possession of the Premises demised under such Mortgaged Lease.

SECTION 5.7 Assignment of Claims to Collateral Agent. The applicable Grantor, immediately upon learning that any landlord or grantor under any Mortgaged Lease has failed to perform the terms and provisions thereunder (including by reason of a rejection or disaffirmance or purported rejection or disaffirmance of such Mortgaged Lease pursuant to any Bankruptcy Law), shall notify the Collateral Agent of any such failure to perform. Each Grantor unconditionally assigns, transfers and sets over to the Collateral Agent any and all damage claims thereunder. This assignment constitutes a present, irrevocable and unconditional assignment of all damage claims under all Mortgaged Leases and shall continue in effect until the Secured Obligations have been satisfied in full. Notwithstanding the foregoing, the Collateral Agent grants to each Grantor a revocable license to exercise any damage claims such Grantor may have under a Mortgaged Lease, which license may only be revoked by the Collateral Agent upon the occurrence and during the continuance of any Event of Default.

ARTICLE VI.

STATE-SPECIFIC PROVISIONS

This Mortgage is subject to the following provisions relating to the particular laws of the State of New Jersey. In the event of any inconsistencies between the terms and conditions of this Article VI and the other provisions of this Mortgage, the terms and conditions of this Article VI shall control and be binding.

SECTION 6.1 Applicable Law; Certain Particular Provisions. This Mortgage shall be governed by and construed in accordance with the laws of the State of New Jersey, except that each Grantor expressly acknowledges that by its terms, the Indenture and the Taxable Term Loan shall be governed by the internal law of the state identified therein, without regard to principles of conflict of law. Each Grantor and the Collateral Agent agree to submit to jurisdiction and the laying of venue for any suit on this Mortgage in the State of New Jersey.

SECTION 6.2 New Jersey Law Provisions.

(a) Conflict. If any provision of this Mortgage is inconsistent with any applicable provision of the laws of the State of New Jersey, the provision of New Jersey law shall take precedence over the provisions of this Mortgage but shall not invalidate or render unenforceable any other provision of this Mortgage that can fairly be construed in a manner consistent with New Jersey law. Without limiting the foregoing, all references in this Mortgage to non-judicial foreclosure and power of sale shall be deemed to apply to the Mortgage Estate only to if and to the extent permitted by New Jersey law.

(b) ISRA Filings in New Jersey. In the event that the Collateral Agent seeks to take possession of all or a portion of the Premises, the applicable Grantor shall be responsible for compliance with the requirements, if any, of the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., as amended, and the regulations issued thereunder, N.J.A.C. 7:26B-1.1 et seq., as amended (collectively “ISRA”), that are applicable to Collateral Agent’s taking title to all or a portion of the Premises via foreclosure. Collateral Agent shall fully cooperate with such Grantor in such Grantor’s ISRA compliance activities, including but not limited to (i) providing such Grantor and its agents with access to the Premises where reasonably necessary to satisfy ISRA or other requirements imposed by the New Jersey Department of Environmental Protection or such Grantor’s Licensed Site Remediation Professional, including, by way of example and not limitation, access for the purposes of inspecting the Premises or for obtaining soil, water, groundwater or other samples, (ii) providing documents within Collateral Agent’s possession, and (iii) executing and recording documents, including deed notices and permits. Nothing herein shall be construed to require such Grantor to take action to comply with the requirements of ISRA with respect to conditions arising or activities undertaken on the Premises subsequent to such Grantor’s surrender of possession to the Collateral Agent.

(c) Future Advances. This Mortgage is given for the purpose of creating a lien on real property in order to secure the Secured Obligations outstanding or in effect on the date of this Mortgage and also future advances, whether made before or after default or maturity or other similar events, to the same extent as if such future advances were made on the date of the execution hereof, although there may be no advance made at the time of the execution hereof and although there may be no indebtedness outstanding at the time any advance is made. The types of future advances secured by and having priority under this Mortgage shall include, without limitation, disbursements and other advances for the payment of taxes, assessments, maintenance charges, insurance premiums or costs relating to the Mortgage Estate, for the discharge of liens having priority over the lien of this Mortgage, for the curing of waste of the Mortgage Estate and for the payment of service charges and expenses incurred by reason of default and including late charges, attorney’s fees and court costs, together with interest thereon.

(d) No Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Mortgage Estate at any time held by or for the benefit of the Collateral Agent or any Secured Party or any subsidiary or affiliate of any Secured Party in any capacity, without the express prior written consent of the Collateral Agent. The rights of the Collateral Agent and the Secured Parties set forth herein shall, to the extent not prohibited by law, extend to the period from and after the filing of any suit to foreclose the lien of this Mortgage, the entry of judgment and any subsequent period including any period allowed by law for the redemption of the Mortgage Estate after any foreclosure sale, and interest shall accrue on the judgment in the same manner and at the same rate as referenced in the Collateral Agency Agreement, subject to the usury savings clauses of this Mortgage, until the Secured Parties have received irrevocable payment in full of all Secured Obligations.

(e) Certain Waivers. Each Grantor hereby waives and releases all benefit that might accrue to such Grantor by virtue of any present or future law exempting the Mortgage Estate, or any part of the proceeds arising from any sale thereof, from attachment, levy or sale on execution, or providing for any stay of execution, exemption from civil process or extension of time for payment, or any right of marshalling in the event of any sale hereunder of the Mortgage Estate, and, unless specifically required herein, all notices of such Grantor’s default. Each Grantor waives all rights or defenses arising by reason of any “one action” or “anti-deficiency” law, or any other law which may prevent the Collateral Agent from bringing any action against such Grantor, including a claim for deficiency to the extent the Collateral Agent is otherwise entitled to a claim for deficiency, before or after the Collateral Agent’s commencement or completion of any foreclosure action or any other action to exercise its remedies hereunder or otherwise available at a law or in equity.

(f) No Deduction. No Grantor will make deduction from or claim credit on the principal or interest secured by this Mortgage by reason of any governmental taxes, assessments or charges. No Grantor will claim any deduction from the taxable value of the Mortgage Estate by reason of this Mortgage.

(g) Copy of Mortgage. EACH GRANTOR REPRESENTS AND WARRANTS THAT IT HAS RECEIVED A TRUE COPY OF THIS MORTGAGE WITHOUT CHARGE.

(h) Modification. This Mortgage is subject to “modification” as such term is defined in P.L. 1985 c.353 (N.J.S.A. §§ 46-9-8.1., et seq.) and shall be subject to the priority provisions thereof.

(i) No Construction Against Drafting Party. Each Grantor and the Collateral Agent have been represented by independent counsel of their own selection in connection with the negotiation, execution and delivery of this Mortgage and the other documents and instruments, relating hereto, and, without waiving the attorney-client privilege and expressly preserving the same, each Grantor and the Collateral Agent acknowledge that they have made such comments on this Mortgage and the other documents and instruments relating hereto as they have deemed necessary under the circumstances. Each Grantor and the Collateral Agent intend that this Mortgage and the other documents and instruments relating hereto, shall not be construed against one party or the other based upon any rule of any applicable law giving preference in interpretation to the drafting or non-drafting party or its counsel.

[Grantor signatures follow.]

IN WITNESS WHEREOF, each Grantor has executed this Mortgage on the date of the acknowledgement set forth below, to be effective on the Effective Date.

	GRANTOR:

	DELAWARE RIVER PARTNERS LLC,
	a Delaware limited liability company

	By:	/s/ Hank Alexander

	Name:	Hank Alexander
	Title:	Chief Executive Officer

STATE OF PENNSYLVANIA	§
	§
COUNTY OF DELAWARE	§

I CERTIFY that on May 27, 2025, Hank Alexander personally came before me and stated to my satisfaction that this person (or if more than one, each person):

(a)	was the maker of the attached instrument

(b)	was authorized to and did execute this instrument as Chief Executive Officer, of Delaware River Partners LLC, the entity named in this instrument; and,

(c )	executed this instrument on behalf and as the act of the entity named in this instrument

		/s/ Cadie DiGiambattista
		Notary

	[SEAL]

[Grantor signatures continue.]

Signature Page

	DRP URBAN RENEWAL 1, LLC,
	a New Jersey limited liability company

	By:	/s/ Hank Alexander

	Name:	Hank Alexander
	Title:	Chief Executive Officer

STATE OF PENNSLYVANIA	§
	§
COUNTY OF DELAWARE	§

I CERTIFY that on May 27, 2025, Hank Alexander personally came before me and stated to my satisfaction that this person (or if more than one, each person):

(a)	was the maker of the attached instrument

(b)	was authorized to and did execute this instrument as Chief Executive Officer, of DRP Urban Renewal 1, LLC, the entity named in this instrument; and,

(c )	executed this instrument on behalf and as the act of the entity named in this instrument

		/s/ Cadie DiGiambattista
		Notary

	[SEAL]

[Grantor signatures continue.]

Signature Page

	DRP URBAN RENEWAL 2, LLC,
	a New Jersey limited liability company

	By:	/s/ Hank Alexander

	Name:	Hank Alexander
	Title:	Chief Executive Officer

STATE OF PENNSLYVANIA	§
	§
COUNTY OF DELAWARE	§

I CERTIFY that on May 27, 2025, Hank Alexander personally came before me and stated to my satisfaction that this person (or if more than one, each person):

(a)	was the maker of the attached instrument

(b)	was authorized to and did execute this instrument as Chief Executive Officer, of DRP Urban Renewal 2, LLC, the entity named in this instrument; and,

(c )	executed this instrument on behalf and as the act of the entity named in this instrument

		/s/ Cadie DiGiambattista
		Notary

	[SEAL]

[Grantor signatures continue.]

Signature Page

	DRP URBAN RENEWAL 3, LLC,
	a New Jersey limited liability company

	By:	/s/ Hank Alexander

	Name:	Hank Alexander
	Title:	Chief Executive Officer

STATE OF PENNSLYVANIA	§
	§
COUNTY OF DELAWARE	§

I CERTIFY that on May 27, 2025, Hank Alexander personally came before me and stated to my satisfaction that this person (or if more than one, each person):

(a)	was the maker of the attached instrument

(b)	was authorized to and did execute this instrument as Chief Executive Officer, of DRP Urban Renewal 3, LLC, the entity named in this instrument; and,

(c )	executed this instrument on behalf and as the act of the entity named in this instrument

		/s/ Cadie DiGiambattista
		Notary

	[SEAL]

[Grantor signatures continue.]

Signature Page

	DRP URBAN RENEWAL 4, LLC,
	a Delaware limited liability company

	By:	/s/ Hank Alexander

	Name:	Hank Alexander
	Title:	Chief Executive Officer

STATE OF PENNSLYVANIA	§
	§
COUNTY OF DELAWARE	§

I CERTIFY that on May 27, 2025, Hank Alexander personally came before me and stated to my satisfaction that this person (or if more than one, each person):

(a)	was the maker of the attached instrument

(b)	was authorized to and did execute this instrument as Chief Executive Officer, of DRP Urban Renewal 4, LLC, the entity named in this instrument; and,

(c )	executed this instrument on behalf and as the act of the entity named in this instrument

		/s/ Cadie DiGiambattista
		Notary

	[SEAL]

[Grantor signatures continue.]

Signature Page

	DRP URBAN RENEWAL 5, LLC,
	a Delaware limited liability company

	By:	/s/ Hank Alexander

	Name:	Hank Alexander
	Title:	Chief Executive Officer

STATE OF PENNSLYVANIA	§
	§
COUNTY OF DELAWARE	§

I CERTIFY that on May 27, 2025, Hank Alexander personally came before me and stated to my satisfaction that this person (or if more than one, each person):

(a)	was the maker of the attached instrument

(b)	was authorized to and did execute this instrument as Chief Executive Officer, of DRP Urban Renewal 5, LLC, the entity named in this instrument; and,

(c )	executed this instrument on behalf and as the act of the entity named in this instrument

		/s/ Cadie DiGiambattista
		Notary

	[SEAL]

[Grantor signatures continue.]

Signature Page

EXHIBIT A

Description of Terminal Land

Tract I (Block 3, Lots 8-12, 21, 27 & 37; Block 4, Lot 1; Block 5, Lots 3 & 5; Block 6, Lot 2; Block 8, Lots 1-4, 4.01, 4.02 & 5)

Beginning at a point in the Easterly line of Block 8, Lot 4, where the same intersects the Northerly line of the West Jersey & Seashore Rail Road-Pennsgrove Branch (66.00 feet wide), said point being South 86 degrees 29 minutes 05 seconds West, 209.51 feet as measured along said line of the Rail Road from the Easterly line of Repauno Avenue (43.00 feet wide), said point also having the following New Jersey State Plane Coordinate values: North 362810.4513, East 269352.6490 and from said point runs; thence

1. along said Easterly line Block 8, Lot 4, North 02 degrees 53 minutes 25 seconds West, 742.92 feet to a point in the division line between Block 8, Lot 4 and Lot 4.03, witnessed by a found pin & cap 0.10 feet South and 0.11 feet West from corner; thence

2. along the same, South 87 degrees 06 minutes 35 seconds West, 178.50 feet to a point in the same, witnessed by a found pin & cap 0.02 feet South and 0.17 feet West from corner; thence

3. along the same, North 02 degrees 53 minutes 25 seconds West, 224.95 feet to a point in the same, witnessed by a found pin & cap 0.35 feet northeast and 0.18 feet Northwest from corner; thence

4. along the same, North 55 degrees 03 minutes 48 seconds East, 64.89 feet to a point in the same, witnessed by a found pin & cap on corner; thence

5. along the same, North 02 degrees 53 minutes 25 seconds West, 96.62 feet to a point in the same, witnessed by a found pin & cap 0.03 feet South and 0.03 feet East from corner; thence

6. along the same, North 87 degrees 06 minutes 35 seconds East, 300.00 feet to a point in the same, witnessed by a found pin & cap on line and 0.15 feet South from corner; thence

7. along the same, South 02 degrees 53 minutes 25 seconds East, 347.90 feet to a point in the Northerly line of Morse Street (45.00 feet wide); thence

8. along said line of Morse Street, North 87 degrees 05 minutes 51 seconds East, 781.34 feet to an angle point in the same, witnessed by a set pin & cap on corner; thence

9. along the same, North 85 degrees 43 minutes 36 seconds East, 484.30 feet to an angle point in the same, witnessed by a set pin & cap on corner; thence

10. along the same, South 88 degrees 29 minutes 24 seconds East, 473.77 feet to an angle point in the same, witnessed by a found pin & cap 0.60 feet Southwest and 0.03 feet Southeast from corner; thence

Exhibit A

11. along the same, North 15 degrees 33 minutes 02 seconds East, 5.15 feet to an angle point in the same, witnessed by a found pin & cap 0.20 feet Southwest and 0.40 Northwest from corner; thence

12. along the same, South 88 degrees 29 minutes 24 seconds East, 318.00 feet to a point in the Westerly line of School Street (50.00 feet wide), witnessed by a found pin & cap 3.83 feet West and 0.10 feet North from corner; thence

13. along the same, North 27 degrees 57 minutes 36 seconds East, 370.90 feet to a point in the Southerly line of Block 8, Lot 8, witnessed by a found pin & cap 2.15 feet Northeast and 0.45 feet Northwest from corner; thence

14. along the same, North 62 degrees 02 minutes 24 seconds West, 363 feet more or less to the edge of Wiggins Pond, also 363.43 feet to a connecting course shown on the herein referenced survey; thence

15. along the same Northwestwardly, 524 feet more or less to a point in the Northerly line of Block 8, Lot 8, also having a connecting course of North 12 degrees 48 minutes 46 seconds West, 396.15 feet as shown on the herein referenced survey; thence

16. along the same, South 62 degrees 02 minutes 24 seconds East, 1200.00 feet to a point in the division line between Block 8, Lots 4 and 10, witnessed by a found concrete monument 1.81 feet Northwest and 0.07 feet Southwest from corner; thence

17. along the same and along the division line between Block 8 Lots 5 and 6, North 27 degrees 43 minutes 14 seconds East, 3085.07 feet to an angle point in said division line between Block 8, Lots 5 and 6; thence

18. along the same North 00 degrees 30 minutes 46 seconds West, 1000.00 feet to an angle point in the same; thence

19. along the same North 10 degrees 15 minutes 25 seconds West, 6 feet more or less to the mean high water line of the Delaware River, also being 6.20 feet to the connecting course shown on the herein referenced survey; thence

20. along the same Northwestwardly, 5263 feet more or less to the Easterly line of a Riparian Grant described in Deed Book 448, page 224, also having a connecting course of North 73 degrees 41 minutes 17 seconds West, 4793.70 feet as shown on the herein referenced survey; thence

21. along said Grant line North 01 degrees 30 minutes 10 seconds East 631 feet more or less, 630.83 from said connecting course to a point corner to the same and in line of the Pierhead and Bulkhead Line adopted August 21, 1916; thence

22. along the same and along a Riparian Grant described in, North 79 degrees 36 minutes 47 seconds West, 627.45 a point corner to said Deed Book 680, Page 283, also in the Pierhead and Bulkhead line adopted October 16, 1916 as shown on a plan entitled "Map showing lands under tide-water situate in the Township of Greenwich, in the County of Gloucester- Grant to E. I. Du Pont De Nemours, a corporation of the State of Delaware, dated September 29, 1967"; thence

Exhibit A

23. along the same and along the Riparian Grants described in Deed Book 914, Page 578, Deed Book 448, Page 224 and Deed Book 914, Page 578, South 87 degrees 56 minutes 35 seconds West, 327.77 feet to a point corner to said Deed Book 914, Page 578; thence

24. along the same, South 01 degrees 30 minutes 10 seconds West, 549 feet more or less, feet to a point in the aforesaid mean high water line along the Delaware River and 549.33 to the connecting course as shown on the herein referenced survey; thence

25. along the same Southwestwardly, 2314 feet more or less to a point in the Easterly line of a Riparian Grant described in Liber L-3, Pg. 244, also having a connecting course of South 82 degrees 19 minutes 10 seconds West 2264.46 feet; thence

26. along said Grant line North 01 degrees 30 minutes 10 seconds East 772 feet more or less, to a point corner to the same, 771.65 feet from said connecting course; thence

27. along the same and along a Riparian Grant described in Deed Book 680, Page 277, South 87 degrees 56 minutes 35 seconds West, 475.53 feet to a point corner to said Grant; thence

28. along said Grant and along a Riparian Grant described in Deed Book 680, Page 283 South 01 degrees 30 minutes 10 seconds West, 1081 feet more or less to a point in the mean high water line along the Delaware River also being 1081.02 to a connecting course shown on the herein reference survey; thence

29. along the same Southwestwardly, 7149 feet more or less to a point where the Easterly line of Block 3, Lot 13 intersects the same, also having a connecting course of South 57 degrees 29 minutes 33 seconds West, 4877.31 feet, witnessed by a set pin & cap; thence

30. along the same, South 20 degrees 42 minutes 33 seconds East, 361.16 feet to a point corner to the same, witnessed by a set pin & cap; thence

31. along the Southerly line of said lot, South 67 degrees 16 minutes 26 seconds West, 174.94 feet to a point corner to the same; thence

32. along the division line between Block 3, Lots 12 and 13, North 20 degrees 58 minutes 33 seconds West, 376.52 feet to a point, witnessed by a set pin & cap; thence

33. South 72 degrees 16 minutes 27 seconds West, 483.12 feet to a point in the division line between Block 3, Lots 7 and 8, witnessed by a set pin & cap; thence

34. along the same, South 17 degrees 43 minutes 33 seconds East, 171.00 feet to a point corner to the same and in the line of Block 3, Lot 6, witnessed by a found iron pipe 0.18 feet Southwest and 0.05 feet Southwest from corner; thence

35. along said Lot 6, South 78 degrees 54 minutes 54 seconds East, 45.65 feet to a point corner to the same, witnessed by a found iron pipe 0.12 feet Northwest and 0.08 feet Southwest from corner; thence

Exhibit A

36. along the same, North 85 degrees 21 minutes 22 seconds East 78.16 feet to a point the same, witnessed by a found iron pipe 0.57 feet Northeast and 0.34 feet Northwest from corner; thence

37. along the same and along Block 3, Lot 18, South 20 degrees 38 minutes 57 seconds East, 1056.07 feet to a point corner to the same; thence

38. along the same, South 69 degrees 21 minutes 03 seconds West, 317.66 feet to a point common corner to Block 3, Lot 20; thence

39. along the same, South 22 degrees 01 minutes 07 seconds East, 496.13 feet to a point in line of Block 3, Lot 25; thence

40. along the same North 70 degrees 07 minutes 57 seconds East, 478.13 feet to a point for a corner to the same; thence

41. along the same and along Block 3, Lots 26, 30, 31, and 33, South 13 degrees 42 minutes 57 seconds East, 1717.84 feet to a point common corner to Block 3, Lot 35; thence

42. along the same South 07 degrees 15 minutes 15 seconds East, 679.02 feet to a point corner to the same; thence

43. along the same South 63 degrees 14 minutes 46 seconds West, 34 feet more or less to the centerline of the Repaupo Creek, also being 34.22 feet to the connecting course shown on the herein referenced survey; thence

44. Southeastwardly, along the centerline of said creek a distance of 2278 feet more or less to a point where the Northerly line of Block 5, Lot 2 intersects the same, also having a connecting course of South 59 degrees 36 minutes 37 seconds East, 1601.72 feet; thence

45. along the same the following three (3) courses, South 89 degrees 20 minutes 56 seconds East, 270.00 feet more or less to a point, 269.58 feet from said connecting course; thence

46. North 43 degrees 09 minutes 04 seconds East, 435.95 feet to a point; thence

47. South 30 degrees 52 minutes 07 seconds East, 395.92 feet to a point; thence

48. still along the same and along Block 5, Lot 1, South 59 degrees 35 minutes 04 seconds West, 1040 feet more or less to a point in the centerline of said Repaupo Creek, also being 1039.66 feet to a connecting tie shown on the herein reference survey; thence

49. Southeastwardly, along the centerline of said creek a distance of 1070 feet more or less to a point where the Northwesterly line of Block 5, Lot 4 intersects the same, also having a connecting course of South 77 degrees 08 minutes 05 seconds East, 986.47 feet; thence

50. along said Lot 4 the following three (3) courses, North 59 degrees 42 minutes 00 seconds East 759 feet more or less to a point, 758.85 feet from said connecting course; thence

51. South 17 degrees 18 minutes 00 seconds East, 621.72 feet to a point; thence

Exhibit A

52. South 64 degrees 12 minutes 00 seconds West, 621 feet more or less to a point in the centerline of said Repaupo Creek, also being 620.73 feet to a connecting course shown on the herein reference survey; thence

53. Southeastwardly, along the centerline of said creek a distance of 756 feet more or less to a point where the same intersects the Northerly line of New Jersey State Highway Route 44 also having a connecting course of South 25 degrees 17 minutes 07 seconds East, 644.55 feet; thence

54. along the same, North 41 degrees 08 minutes 06 seconds East 1650 feet more or less, 1649.95 feet as measured from said connecting course to an angle point in the same, witnessed by a set pin & cap; thence

55. along the same, North 40 degrees 40 minutes 06 seconds East, 228.84 feet to a point in the Westerly line of Block 6, Lot 1, witnessed by a found concrete monument on corner; thence

56. along the same, North 63 degrees 03 minutes 56 seconds West, 708.95 feet to a point corner to the same, witnessed by a set pin & cap on corner; thence

57. along the Northerly line of the same, North 62 degrees 44 minutes 04 seconds East, 737.05 feet to a point corner to the same, witnessed by a set pin & cap on corner; thence

58. along the Easterly line of the same, South 18 degrees 57 minutes 56 seconds East, 477.26 feet to a point in the aforementioned Northerly line of New Jersey State Highway Route 44, w witnessed by a found concrete monument 0.11 feet Northeast and 0.09 feet Southeast from corner; thence

59. along the same, North 40 degrees 40 minutes 06 seconds East, 720.30 feet to a point of curvature in the same; thence

60. along the same and along a curve to the right having a radius of 1,472.69 feet, an arc distance of 143.65 feet, the chord of said arc being North 43 degrees 27 minutes 50 seconds East 143.59 feet to a point of tangency in the same; thence

61. along the same, North 40 degrees 40 minutes 06 seconds East, 430.98 feet to a point in the same, witnessed by a found concrete monument 0.76 feet Southwest and 0.11 feet Southeast from corner; thence

62. along the same, North 83 degrees 28 minutes 06 seconds East, 430.98 feet to a point on a curve in the same, witnessed by a set pin & cap; thence

63. along the same and along a curve to the right having a radius of 1,472.69 feet, an arc distance of 143.65 feet, the chord of said arc being North 80 degrees 40 minutes 26 seconds East 143.58 feet to a point of tangency in the same, witnessed by a set pin & cap; thence

64. along the same, North 83 degrees 28 minutes 06 seconds East, 72.00 feet to a point in the aforementioned Northerly line of the West Jersey & Seashore Rail-Pennsgrove Branch; thence

Exhibit A

65. along the same, North 43 degrees 54 minutes 06 seconds East, 658.39 feet to a point of curvature in the same; thence

66. along the same and along a curve to the right having a radius of 1,466.00 feet, an arc distance of 524.62 feet, the chord of said arc being North 54 degrees 09 minutes 46 seconds East 521.83 feet to a point on a curve corner to Block 8, Lot 7, witnessed by a set pin & cap; thence

67. along the curved Westerly line of Block 8, Lot 7 having a radius of 419.00 feet, an arc distance of 424.23 feet, the chord of said arc being North 5 degrees 44 minutes 09 seconds East 406.34 feet to a point on a curve corner to the same, witnessed by a set pin & cap; thence

68. along the curved Easterly line of Block 8, Lot 7 having a radius of 967.87 feet, an arc distance of 524.34 feet, the chord of said arc being South 58 degrees 49 minutes 39 seconds East 517.95 feet to a point in the aforementioned curved Northerly line of the West Jersey & Seashore Rail Road-Pennsgrove Branch, witnessed by a found concrete monument 0.50 feet South and 0.14 feet West from corner; thence

69. along the same and along a curve to the right having a radius of 1466.00 feet, an arc distance of 59.86 feet, the chord of said arc being North 85 degrees 18 minutes 57 seconds East 59.85 feet to a point of tangency in the same; thence

70. along the same, North 86 degrees 29 minutes 05 seconds East, 119.84 feet to a Point and Place of Beginning.

Being also known as (reported for informational purposes only):

Lots 8 thru 12, 21, 27 & 37 Block 3; Lot 1 Block 4; Lots 3 & 5 Block 5; Lot 2 Block 6; and Lots 1-4, 4.01, 4.02 & 5 Block 8, on the official tax map of the Township of Greenwich, County of Gloucester, State of New Jersey.

Tract II (Block 246, Lot 1)

Beginning at a point in the Southerly line of the West Jersey & Seashore Rail Road - PENNSGROVE BRANCH (66.00 feet wide) where the same is intersected by the division line between Block 246, Lots 1 and 8, said point having the following New Jersey State Plane Coordinate values: North 360486.4400, East 266558.6011 and from said point runs; thence

1. along the Southerly line of said Railroad, North 43 degrees 54 minutes 06 seconds East 1111.63 feet to a point in the centerline of Sand Ditch; thence

2. along the same, South 10 degrees 15 minutes 40 seconds East 237.17 feet to an angle point in the same; thence

3. along the same, South 44 degrees 35 minutes 40 seconds East 666.99 feet to a point in the division line between Block 246, Lots 1 and 2; thence

Exhibit A

4. along the same, South 50 degrees 38 minutes 20 seconds West 175.00 feet to a point corner to Block 246, Lot 5, witnessed by a found iron pipe 0.23 feet Southwest and 0.06 feet Northwest from corner; thence

5. along the same, North 45 degrees 11 minutes 40 seconds West 618.15 feet to a point corner to the same, witnessed by a found concrete monument 0.14 feet Southwest and 0.02 feet Northwest from corner;

6. along the same and along Block 246, Lot 6, South 39 degrees 38 minutes 02 seconds West 785.61 feet to a point in line of the aforementioned Lot 8, witnessed by a found iron pipe on corner; thence

7. along the line of Lot 8, North 47 degrees 41 minutes 58 seconds West 279.00 feet to the Point and Place of Beginning.

Being also known as (reported for informational purposes only):

Lot 1 Block 246, on the official tax map of the Township of Greenwich, County of Gloucester, State of New Jersey.

Tract III (Block 9, Lots 1-5, assessed with Block 8, Lot 4)

Beginning at a point in the Southerly line of Morse Street (33.00 feet wide) where the same is intersected by the Westerly line of Repauno Avenue (43.00 feet wide), said point having the following New Jersey State Plane Coordinate values: North 363527.8591, East 269483.1432, witnessed by a pin & cap set on corner and from said point runs; thence

1. along said Westerly line of Repauno Avenue, South 02 degrees 53 minutes 25 seconds East 298.30 feet to a point common corner to Block 9, Lots 5 and 6, witnessed by a pin & cap set on corner; thence

2. along the same, South 87 degrees 06 minutes 35 seconds West 146.50 feet to a point common corner to Lots 5 and 6, witnessed by a pin & cap set on corner; thence

3. along Block 9, Lots 1 through 5, North 02 degrees 53 minutes 25 seconds West 298.30 feet to a point corner to Lot 1, witnessed by a pin & cap set on corner; thence

4. along the same, North 87 degrees 06 minutes 35 seconds East 146.50 feet to the Point and Place of Beginning.

Being also known as (reported for informational purposes only):

Lots 1-5 Block 9 (assessed with Lot 4, Block 8), on the official tax map of the Township of Greenwich, County of Gloucester, State of New Jersey.

NOTE: FOR INFORMATION ONLY: Tax Map of the Township of Greenwich, County of Gloucester, State of New Jersey

Exhibit A

Being Block(s) 246, Lot(s) 1;

Block(s) 246, Lot(s) 6;

Block(s) 3, Lots(s) 8, 9, 10, 11 and 12

Block(s) 3, Lot(s) 21 and 27;

Block(s) 3, Lot(s) 37;

Block(s) 4, Lot(s) 1;

Block(s) 5, Lot(s) 3 xlot 5;

Block(s) 6, Lot(s) 2;

Block(s) 8, Lot(s) 1;

Block(s) 8, Lot(s) 2;

Block(s) 8, Lot(s) 3;

Block(s) 8, Lot(s) 4 xlot 4.01, 4.02, 5;

Block(s) 8, Lot(s) 4 Qual X;

Block(s) 9, Lot(s) 1, 2, 3, 4, 5

Exhibit A

EXHIBIT B-1

Description of Cryo Site Land

A. Along said division line between Block 8, Lot 2 and Block 8, Lot 4, as shown on said plan, North 49°26’00” East, a distance of 1026.71 feet to the Point of Beginning, and running; thence

1. Along a line through Block 8, Lot 2, North 46°23'17" West, a distance of 733.65 feet to a point; thence

2. Continuing along the same, North 09°21'59" West, a distance of 83.99 feet to a point; thence

3. Continuing along the same and along a line through Block 8, Lot 4, North 42°39'13" East, a distance of 696.79 feet to a point; thence

4. Along a line through Block 8, Lot 4, North 54°03'26" East, a distance of 221.72 feet to a point; thence

5. Continuing along the same, South 26°14'28" East, a distance of 196.44 feet to a point; thence

6. Continuing along the same, South 63°45'32" West, a distance of 62.19 feet to a point; thence

7. Continuing along the same, South 26°14'28" East, a distance of 141.13 feet to a point; thence

8. Continuing along the same, North 63°45'32" East, a distance of 62.19 feet to a point; thence

9. Continuing along the same, South 26°14'28" East, a distance of 669.27 feet to a point; thence

10. Continuing along the same, South 59°14'38" West, a distance of 642.28 feet to the Point of Beginning.

Exhibit B-1

EXHIBIT B-2

Description of Cryo Site Access Area

A. Along said division line between Block 8, Lot 2 and Block 8, Lot 4, as shown on said plan, North 49°26’00” East, a distance of 1026.71 feet to the Point of Beginning, and running; thence

B. Along a line through Block 8, Lot 2, said line being the westerly line of a proposed cryogenic tank lease area, North 46°23'17" West, a distance of 733.65 feet to a point; thence

C. Continuing along the same, North 09°21'59" West, a distance of 83.99 feet to a point; thence

D. Continuing along the same and along a line through Block 8, Lot 4, North 42°39'13" East, said line being the northerly line of said proposed cryogenic lease area, a distance of 696.79 feet to a point; thence

E. Along a line through Block 8, Lot 4, along said northerly line, North 54°03'26" East, a distance of 221.72 feet to a point; thence

F. Continuing along the same, said line being the easterly line of said cryogenic tank lease area, South 26°14’28" East, a distance of 80.26 feet to the Point of Beginning, and running; thence

1. Along a line through Block 8, Lot 4, through Block 8, Lot 3, and continuing through Block 8, Lot 4, North 63°33'30" East, a distance of 367.04 feet to a point; thence

2. Along a line through Block 8, Lot 4, North 69°20'41" East, a distance of 21.26 feet to a point; thence

3. Continuing along the same, South 85°48'08" East, a distance of 128.80 feet to a point; thence

4. Continuing along the same, North 10°13'24" West, a distance of 60.99 feet to a point; thence

5. Continuing along the same, North 79°46'36" East, a distance of 202.38 feet to a point; thence

6. Continuing along the same, North 10°13'24" West, a distance of 30.83 feet to a point; thence

7. Continuing along the same, North 79°46'36" East, a distance of 447.26 feet to a point; thence

8. Continuing along the same, North 10°13'24" West, a distance of 92.88 feet to a point; thence

9. Continuing along the same, North 87°49'55" East, a distance of 944.43 feet to a point; thence

10. Continuing along the same, North 83°47'00" East, a distance of 571.05 feet to a point; thence

Exhibit B-2

11. Continuing along the same, North 01°13'10" West, a distance of 19.85 feet to a point; thence

12. Continuing along the same, South 89°44'26" East, a distance of 646.97 feet to a point; thence

13. Continuing along the same and along a line through Block 8, Lot 4.02, North 00°49'47" East, a distance of 295.62 feet to a point; thence

14. Along a line through Block 8, Lot 4.02, North 89°10'13" West, a distance of 61.94 feet to a point; thence

15. Continuing along the same, North 00°49’47” East, a distance of 45.00 feet to a point; thence

16. Continuing along the same, South 89°10’13” East, a distance of 127.00 feet to a point; thence

17. Continuing along the same, South 00°49’47” West, a distance of 45.00 feet to a point; thence

18. Continuing along the same, North 89°10’13” West, a distance of 43.06 feet to a point; thence

19. Continuing along the same and along a line through Block 8, Lot 4, South 00°49'47" West, a distance of 317.40 feet to a point; thence

20. Along a line through Block 8, Lot 4, North 89°44'26" West, a distance of 646.18 feet to a point; thence

21. Continuing along the same, South 01°13'10" East, a distance of 17.43 feet to a point; thence

22. Continuing along the same, South 83°47'00" West, a distance of 591.99 feet to a point; thence

23. Continuing along the same, South 87°49'55" West, a distance of 919.88 feet to a point; thence

24. Continuing along the same, South 10°13'24" East, a distance of 89.54 feet to a point; thence

25. Continuing along the same, South 79°46'36" West, a distance of 447.26 feet to a point; thence

26. Continuing along the same, South 10°13'24" East, a distance of 30.83 feet to a point; thence

27. Continuing along the same, South 79°46'36" West, a distance of 202.38 feet to a point; thence

28. Continuing along the same, South 10°13'24" East, a distance of 67.36 feet to a point; thence

29. Continuing along the same, North 85°48'08" West, a distance of 152.32 feet to a point; thence

30. Continuing along the same, South 69°20'41" West, a distance of 15.30 feet to a point; thence

31. South 63°33'30" West, a distance of 366.00 feet to a point on the aforementioned easterly line of said cryogenic tank lease area; thence

32. Along said easterly line, North 26°08'40" West, a distance of 22.00 feet to the Point of Beginning.

Exhibit B-2

EXHIBIT C

Description of Cavern Leasehold Land

Commencing at an iron pin with cap where the northerly line of New Jersey State Highway Route 44 (a.k.a. West Broad Street, width varies) is intersected by division line between Block 8, Lot 4 and Block 37, Lot 4 as shown on a plan entitled “Overall Survey of Property, Delaware River Partners, LLC, formerly DuPont-Repauno Site, Greenwich Township, Gloucester County, New Jersey”, prepared by Adams, Rehmann & Heggan Associates, Inc., dated September 11, 2020, last revised May 17, 2022, and from said point of Commencement running; thence;

A. Along said division line, North 43°54'06" East, a distance of 658.39 feet to a point of curvature; thence

B. Along a curve to the right having a radius of 1466.00 feet, an arc length of 524.62 feet, a central angle of 20°30'14", a chord bearing North 54°09'12" East, and a chord distance of 521.83 feet to a point of non-tangent curvature marked by an iron pin with cap where said division line is intersected by the division line between said Block 8, Lot 4 and Block 8, Lot 7; thence

C. Along the division line between said Block 8, Lot 4 and Block 8, Lot 7, along a curve to the left having a radius of 419.00 feet, an arc length of 424.23 feet, a central angle of 58°00'40", a chord bearing North 05°44'09" East, and a chord distance of 406.34 feet to an iron pin with cap; thence

D. Along a tie line through Block 8, Lot 4, North 22°17'37" West, a distance of 5134.15 feet to the Point of Beginning, and running; thence

1. Along a line through Block 8, Lot 4, North 33°07'49" West, a distance of 86.48 feet to a point; thence

2. Continuing along the same, North 35°29'41" West, a distance of 51.23 feet to a point; thence

3. Continuing along the same, North 57°54'19" West, a distance of 26.81 feet to a point; thence

4. Continuing along the same, South 89°26'08" West, a distance of 19.19 feet to a point; thence

5. Continuing along the same, North 54°45'38" West, a distance of 159.01 feet to a point; thence

6. Continuing along the same, North 85°19'00" West, a distance of 50.99 feet to a point; thence

7. Continuing along the same, South 63°50'30" West, a distance of 169.84 feet to a point; thence

8. Continuing along the same, North 25°54'54" West, a distance of 108.40 feet to a point; thence

9. Continuing along the same, North 25°09'09" West, a distance of 47.45 feet to a point; thence

10. Continuing along the same, South 61°04'34" West, a distance of 24.42 feet to a point; thence

Exhibit C

11. Continuing along the same, North 28°55'26" West, a distance of 24.85 feet to a point; thence

12. Continuing along the same, North 60°30'01" East, a distance of 24.24 feet to a point; thence

13. Continuing along the same, North 26°17'28" West, a distance of 124.60 feet to a point; thence

14. Continuing along the same, North 28°09'32" West, a distance of 260.98 feet to a point; thence

15. Continuing along the same, North 59°33'54" West, a distance of 178.50 feet to a point; thence

16. Continuing along the same, North 32°12'07" West, a distance of 70.55 feet to a point; thence

17. Continuing along the same, North 29°45'58" West, a distance of 9.08 feet to a point; thence

18. Continuing along the same and continuing through Block 8, Lot 3, North 08°26'47" West, a distance of 91.66 feet to a point; thence

19. Along a line through Block 8, Lot 3, North 04°41'47" West, a distance of 16.48 feet to a point; thence

20. Continuing along the same, North 71°53'21" East, a distance of 36.35 feet to a point; thence

21. Continuing along the same, South 18°07'19" East, a distance of 19.10 feet to a point; thence

22. Continuing along the same, North 71°54'38" East, a distance of 16.78 feet to a point; thence

23. Continuing along the same, North 18°04'02" West, a distance of 3.45 feet to a point; thence

24. Continuing along the same, North 71°53'57" East, a distance of 10.85 feet to a point; thence

25. Continuing along the same, North 18°06'59" West, a distance of 16.50 feet to a point; thence

26. Continuing along the same, North 72°05'33" East, a distance of 49.58 feet to a point; thence

27. Continuing along the same, North 73°58'30" East, a distance of 21.78 feet to a point; thence

28. Continuing along the same and continuing through Block 8, Lot 4, South 85°11'57" East, a distance of 101.59 feet to a point; thence

29. Along a line through Block 8, Lot 4, South 85°48'08" East, a distance of 117.24 feet to a point; thence

30. Continuing along the same, South 01°28'15" West, a distance of 105.54 feet to a point; thence

31. Continuing along the same, South 51°57'53" East, a distance of 19.86 feet to a point; thence

Exhibit C

32. Continuing along the same, South 26°32'24" East, a distance of 96.51 feet to a point; thence

33. Continuing along the same, South 27°02'36" East, a distance of 177.58 feet to a point; thence

34. Continuing along the same, South 27°20'38" East, a distance of 62.05 feet to a point; thence

35. Continuing along the same, South 56°28'26" East, a distance of 153.11 feet to a point; thence

36. Continuing along the same, North 63°48'23" East, a distance of 127.58 feet to a point; thence

37. Continuing along the same, South 31°16'37" East, a distance of 38.45 feet to a point; thence

38. Continuing along the same, South 63°19'10" East, a distance of 95.88 feet to a point of non-tangent curvature; thence

39. Continuing along the same, along a curve to the right having a radius of 75.00 feet, an arc length of 102.10 feet, a central angle of 78°00'00", a chord bearing South 60°16'15" East, and a chord distance of 94.40 feet to a point of compound curvature; thence

40. Continuing along the same, along a curve to the right having a radius of 40.00 feet, an arc length of 23.04 feet, a central angle of 33°00'00", a chord bearing South 04°46'15" East, and a chord distance of 22.72 feet to a point of tangency; thence

41. Continuing along the same, South 11°43'45" West, a distance of 12.25 feet to a point; thence

42. Continuing along the same, South 20°18'12" West, a distance of 25.33 feet to a point; thence

43. Continuing along the same, South 20°16'50" East, a distance of 265.52 feet to a point; thence

44. Continuing along the same, South 56°52'11" West, a distance of 123.51 feet to the Point of Beginning.

Exhibit C

EXHIBIT D

Description of Wharf Leasehold Land

A. Along said division line, North 43°54'06" East, a distance of 658.39 feet to a point of curvature; thence

D. Along a tie line through Block 8, Lot 4, North 01°38'17" West, a distance of 6086.81 feet to the Point of Beginning, and running; thence

1. Along a line through Block 8, Lot 4, North 00°04'17" West, a distance of 160.31 feet to a point; thence

2. Continuing through the same, North 49°38'07" West, a distance of 10.65 feet to a point on the division line between Block 8, Lot 4 and Block 8, Lot 4.02; thence

3. Along said division line, South 41°50'22" West, a distance of 42.73 feet to a point; thence

4. Continuing along the same, South 63°25'52" West, a distance of 8.34 feet to a point; thence

5. Continuing along the same, South 53°07'34" West, a distance of 6.27 feet to a point; thence

6. Continuing along the same, South 71°33'40" West, a distance of 1.87 feet to a point; thence

7. Continuing along the same, South 63°25'52" West, a distance of 8.90 feet to a point; thence

8. Continuing along the same, South 56°18'22" West, a distance of 7.99 feet to a point; thence

9. Continuing along the same, South 53°24'08" West, a distance of 0.34 foot to a point; thence

10. Continuing along the same, South 66°53'10" West, a distance of 5.16 feet to a point; thence

Exhibit D

11. Continuing along the same, South 59°01'56" West, a distance of 3.72 feet to a point; thence

12. Continuing along the same, South 71°41'25" West, a distance of 9.23 feet to a point; thence

13. Continuing along the same, South 66°47'51" West, a distance of 9.01 feet to a point; thence

14. Continuing along the same, South 68°29'30" West, a distance of 3.32 feet to a point; thence

15. Continuing along the same, South 89°59'46" West, a distance of 1.72 feet to a point; thence

16. Continuing along the same, South 63°25'52" West, a distance of 16.30 feet to a point; thence

17. Continuing along the same, South 68°29'30" West, a distance of 3.29 feet to a point; thence

18. Continuing along the same, South 68°11'41" West, a distance of 7.59 feet to a point; thence

19. Continuing along the same, South 63°25'52" West, a distance of 9.66 feet to a point; thence

20. Continuing along the same, South 56°18'22" West, a distance of 5.70 feet to a point; thence

21. Continuing along the same, South 79°50'33" West, a distance of 10.76 feet to a point; thence

22. Continuing along the same, South 66°47'51" West, a distance of 5.50 feet to a point; thence

23. Continuing along the same, North 89°45'30" West, a distance of 5.51 feet to a point; thence

24. Continuing along the same, South 71°33'40" West, a distance of 6.31 feet to a point; thence

25. Continuing along the same, North 89°43'03" West, a distance of 4.84 feet to a point; thence

26. Continuing along the same, South 78°41'10" West, a distance of 9.37 feet to a point; thence

27. Continuing along the same, South 80°32'02" West, a distance of 0.95 foot to a point; thence

28. Continuing along the same, North 89°34'27" West, a distance of 6.87 feet to a point; thence

29. Continuing along the same, South 74°03'03" West, a distance of 7.47 feet to a point; thence

30. Continuing along the same, South 89°59'46" West, a distance of 4.97 feet to a point; thence

31. Continuing along the same, South 76°21'54" West, a distance of 10.27 feet to a point; thence

32. Continuing along the same, South 75°57'35" West, a distance of 11.21 feet to a point; thence

33. Continuing along the same, South 79°01'02" West, a distance of 3.08 feet to a point; thence

Exhibit D

34. Continuing along the same, South 80°34'48" West, a distance of 1.31 feet to a point; thence

35. Continuing along the same, South 73°47'56" West, a distance of 11.53 feet to a point; thence

36. Continuing along the same, South 76°34'15" West, a distance of 14.18 feet to a point; thence

37. Continuing along the same, North 87°43'51" West, a distance of 18.90 feet to a point; thence

38. Continuing along the same, South 88°52'22" West, a distance of 30.44 feet to a point; thence

39. Continuing along the same, North 86°21'01" West, a distance of 8.09 feet to a point; thence

40. Along the westerly line of Block 8, lot 4.02, North 01°30'10" East, a distance of 549.33 feet to a point; thence

41. Along the northerly line of Block 8, Lot 4.02, said line being the pierhead and bulkhead line adopted October 16, 1916, North 87°56'35" East, a distance of 327.77 feet to a point; thence

42. Continuing along the same, South 79°36'47" East, a distance of 627.45 feet to a point; thence

43. Along the easterly line of Block 8, Lot 4.02, South 01°26'41" West, a distance of 182.90 feet to a point; thence

44. Along the northerly line of a riparian easement filed with the Bureau of Tidelands Management of the D.E.P., File No. 0807-16-0001.2 TD1170001, North 90°00'00" East, a distance of 306.19 feet to a point; thence

45. Along the easterly line of said riparian easement, South 00°00'00" East, a distance of 95.00 feet to a point; thence

46. Along the southerly line of said riparian easement, North 90°00'00" West, a distance of 308.86 feet to a point on the aforementioned easterly line of Block 8, Lot 4.02; thence

47. Along said easterly line of Block 8, Lot 4.02, South 01°30'10" West, a distance of 352.89 feet to a point on the aforementioned division line between Block 8, Lot 4 and Block 8, Lot 4.02; thence

48. Along said division line, North 71°34'08" West, a distance of 0.47 foot to a point; thence

49. Continuing along the same, North 71°03'17" West, a distance of 3.17 feet to a point; thence

50. Continuing along the same, North 56°18'50" West, a distance of 3.61 feet to a point; thence

51. Continuing along the same, North 66°48'19" West, a distance of 7.62 feet to a point; thence

52. Continuing along the same, North 75°58'04" West, a distance of 4.12 feet to a point; thence

Exhibit D

53. Continuing along the same, North 63°16'02" West, a distance of 8.96 feet to a point; thence

54. Continuing along the same, North 75°55'01" West, a distance of 8.22 feet to a point; thence

55. Continuing along the same, North 74°44'31" West, a distance of 3.84 feet to a point; thence

56. Continuing along the same, North 78°11'41" West, a distance of 3.30 feet to a point; thence

57. Continuing along the same, North 83°36'37" West, a distance of 3.08 feet to a point; thence

58. Continuing along the same, North 78°41'38" West, a distance of 5.10 feet to a point; thence

59. Continuing along the same, North 71°34'08" West, a distance of 3.16 feet to a point; thence

60. Continuing along the same, North 75°33'50" West, a distance of 4.13 feet to a point; thence

61. Continuing along the same, North 63°26'20" West, a distance of 6.71 feet to a point; thence

62. Continuing along the same, North 71°34'08" West, a distance of 6.32 feet to a point; thence

63. Continuing along the same, North 53°07'30" West, a distance of 7.33 feet to a point; thence

64. Continuing along the same, North 63°28'05" West, a distance of 3.23 feet to a point; thence

65. Continuing along the same, North 69°06'22" West, a distance of 4.38 feet to a point; thence

66. Continuing along the same, North 56°20'59" West, a distance of 3.04 feet to a point; thence

67. Continuing along the same, North 49°48'06" West, a distance of 2.05 feet to a point; thence

68. Continuing along the same, North 58°16'34" West, a distance of 2.97 feet to a point; thence

69. Continuing along the same, North 70°51'02" West, a distance of 2.93 feet to a point; thence

70. Continuing along the same, North 46°26'24" West, a distance of 3.49 feet to a point; thence

71. Continuing along the same, North 45°57'05" West, a distance of 5.36 feet to a point; thence

72. Continuing along the same, North 58°42'26" West, a distance of 3.24 feet to a point; thence

73. Continuing along the same, North 46°57'12" West, a distance of 4.85 feet to a point; thence

74. Continuing along the same, North 45°00'14" West, a distance of 2.83 feet to a point; thence

75. Continuing along the same, North 63°05'46" West, a distance of 4.49 feet to a point; thence

Exhibit D

76. Continuing along the same, North 56°18'50" West, a distance of 10.82 feet to a point; thence

77. Continuing along the same, North 63°26'20" West, a distance of 4.47 feet to a point; thence

78. Continuing along the same, North 55°47'18" West, a distance of 3.63 feet to a point; thence

79. Continuing along the same, North 44°34'15" West, a distance of 2.81 feet to a point; thence

80. Continuing along the same, North 63°26'20" West, a distance of 4.47 feet to a point; thence

81. Continuing along the same, North 53°08'02" West, a distance of 5.00 feet to a point; thence

82. Continuing along the same, North 63°12'36" West, a distance of 6.72 feet to a point; thence

83. Continuing along the same, North 51°20'39" West, a distance of 1.70 feet to a point; thence

84. Along a line through Block 8, Lot 4. South 45°00'00" East, a distance of 87.88 feet to a point; thence

85. Continuing through the same, South 45°00'00" West, a distance of 5.77 feet to a point; thence

86. Continuing through the same, North 59°53'25" West, a distance of 9.67 feet to a point; thence

87. Continuing through the same, North 46°21'21" West, a distance of 115.38 feet to a point; thence

88. Continuing through the same, North 00°00'00" West, a distance of 23.52 feet to a point; thence

89. Continuing through the same, North 89°44'26" West, a distance of 464.77 feet to the Point of Beginning.

Exhibit D

EXHIBIT E

Description of Port & Rail Leasehold Land

A. Along said division line, North 43°54'06" East, a distance of 658.39 feet to a point of curvature; thence

D. Along a tie line through Block 8, Lot 4, North 24°42'40" West, a distance of 4091.89 feet to the Point of Beginning, and running; thence

1. Along a line through Block 8, Lot 4, North 15°20'48" West, a distance of 62.17 feet to a point; thence

2. Continuing through the same, North 26°25'51" West, a distance of 170.50 feet to a point; thence

3. Continuing through the same, North 72°44'11" East, a distance of 25.94 feet to a point; thence

4. Continuing through the same, North 02°10'49" East, a distance of 341.18 feet to a point of non-tangent curvature; thence

5. Continuing through the same, along a curve to the left having a radius of 635.58 feet, an arc length of 213.80 feet, a central angle of 19°16'25", a chord bearing North 03°41'00" West, and a chord distance of 212.80 feet to a point of nontangency; thence

6. Continuing through the same, North 10°18'50" West, a distance of 300.70 feet to a point; thence

7. Continuing through the same, North 09°21'08" West, a distance of 544.30 feet to a point; thence

8. Continuing through the same, North 10°42'45" West, a distance of 537.70 feet to a point; thence

9. Continuing through the same, South 79°46'36" West, a distance of 285.39 feet to a point; thence

Exhibit E

10. Continuing through the same, South 10°13'24" East, a distance of 30.83 feet to a point; thence

11. Continuing through the same, South 79°46'36" West, a distance of 53.39 feet to a point; thence

12. Continuing through the same, South 17°40'41" East, a distance of 159.21 feet to a point; thence

13. Continuing through the same, South 74°13'40" West, a distance of 154.65 feet to a point; thence

14. Continuing through the same, South 07°57'19" West, a distance of 26.88 feet to a point; thence

15. Continuing through the same, South 25°18'23" East, a distance of 81.63 feet to a point; thence

16. Continuing through the same, South 67°11'58" West, a distance of 32.32 feet to a point; thence

17. Continuing through the same, North 27°02'09" West, a distance of 38.99 feet to a point; thence

18. Continuing through the same, North 26°32'24" West, a distance of 96.51 feet to a point; thence

19. Continuing through the same, North 51°57'53" West, a distance of 19.86 feet to a point; thence

20. Continuing through the same, North 01°28'15" East, a distance of 105.54 feet to a point; thence

21. Continuing through the same, South 85°48'08" East, a distance of 11.56 feet to a point; thence

22. Continuing through the same, North 10°13'24" West, a distance of 60.99 feet to a point; thence

23. Continuing through the same, North 79°46'36" East, a distance of 202.38 feet to a point; thence

24. Continuing through the same, North 10°13'24" West, a distance of 30.83 feet to a point; thence

25. Continuing through the same, North 79°46'36" East, a distance of 447.26 feet to a point; thence

26. Continuing through the same, North 10°13'24" West, a distance of 92.88 feet to a point; thence

27. Continuing through the same, North 87°49'55" East, a distance of 944.43 feet to a point; thence

28. Continuing through the same, North 83°47'00" East, a distance of 571.05 feet to a point; thence

29. Continuing through the same, North 01°13'10" West, a distance of 19.85 feet to a point; thence

30. Continuing through the same, South 89°44'26" East, a distance of 218.79 feet to a point; thence

31. Continuing through the same, South 00°04'17" East, a distance of 22.00 feet to a point; thence

32. Continuing through the same, North 89°44'26" West, a distance of 196.34 feet to a point; thence

Exhibit E

33. Continuing through the same, South 01°13'10" East, a distance of 17.43 feet to a point; thence

34. Continuing through the same, South 83°47'00" West, a distance of 591.99 feet to a point; thence

35. Continuing through the same, South 87°49'55" West, a distance of 919.88 feet to a point; thence

36. Continuing through the same, South 10°13'24" East, a distance of 68.13 feet to a point; thence

37. Continuing through the same, North 78°49'20" East, a distance of 102.43 feet to a point; thence

38. Continuing through the same, North 87°24'32" East, a distance of 28.37 feet to a point; thence

39. Continuing through the same, South 10°30'29" East, a distance of 1337.79 feet to a point of non-tangent curvature; thence

40. Continuing through the same, along a curve to the right having a radius of 746.35 feet, an arc length of 334.95 feet, a central angle of 25°42'47", a chord bearing South 00°49'04" East, and a chord distance of 332.14 feet to a point of nontangency; thence

41. Continuing through the same, South 23°05'04" West, a distance of 350.40 feet to a point of non-tangent curvature; thence

42. Continuing through the same, along a curve to the left having a radius of 418.74 feet, an arc length of 218.46 feet, a central angle of 29°53'27", a chord bearing South 04°55'20" West, and a chord distance of 215.99 feet to a point of nontangency; thence

43. Continuing through the same, South 04°01'52" East, a distance of 10.93 feet to a point; thence

44. Continuing through the same, South 86°21'27" West, a distance of 18.82 feet to a point; thence

45. Continuing through the same, South 79°51'40" West, a distance of 49.37 feet to the Point of Beginning.

Exhibit E

EXHIBIT F

Description of Bullet Tank Land

A. Along said division line, North 43°54'06" East, a distance of 658.39 feet to a point of curvature; thence

D. Along a tie line through Block 8, Lot 4, North 26°06'06" West, a distance of 2761.21 feet to the Point of Beginning, and running; thence

1. Along a line through Block 8, Lot 4, South 63°46'08" West, a distance of 212.24 feet to a point; thence

2. Continuing along the same, North 26°13'52" West, a distance of 260.83 feet to a point; thence

3. Continuing along the same, North 63°46'08" East, a distance of 203.46 feet to a point; thence

4. Continuing along the same, South 28°09'32" East, a distance of 260.98 feet to the Point of Beginning.

Exhibit F

Exhibit 10.4

Execution Version

CREDIT AGREEMENT

among

DRP URBAN RENEWAL 4, LLC

as the Borrower,

DELAWARE RIVER PARTNERS LLC,

as DRP,

The Several Lenders

from Time to Time Party Hereto,

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Administrative Agent,

and

DEUTSCHE BANK AG, NEW YORK BRANCH,

as Sole Lead Arranger and Sole Bookrunner and as Issuing Bank

Dated as of May 28, 2025

TABLE OF CONTENTS

			Page
SECTION 1.		DEFINITIONS	1
	Section 1.1	Defined Terms	1
	Section 1.2	Other Definitional Provisions	15
	Section 1.3	Timing of Payment or Performance	16
	Section 1.4	Other Defined Terms	16
	Section 1.5	Divisions	17

SECTION 2.		LOANS	18
	Section 2.1	Loans	18
	Section 2.2	Pro Rata Shares; Availability of Funds	18
	Section 2.3	Use of Proceeds	19
	Section 2.4	Evidence of Debt; Register; Lenders’ Books and Records; Notes	19
	Section 2.5	Interest on Loans	20
	Section 2.6	Letters of Credit	20
	Section 2.7	Default Interest	23
	Section 2.8	Fees	24
	Section 2.9	Amortization of Term Loans.	24
	Section 2.10	Voluntary Prepayments	24
	Section 2.11	Mandatory Prepayments	25
	Section 2.12	Application of Prepayments/Reductions	26
	Section 2.13	General Provisions Regarding Payments	27
	Section 2.14	Ratable Sharing	28
	Section 2.15	Yield Protection Premium	28
	Section 2.16	Taxes	29
	Section 2.17	Obligation to Mitigate	32
	Section 2.18	Removal or Replacement of a Lender	33
	Section 2.19	Extension of Maturity Date	34

SECTION 3.		REPRESENTATIONS AND WARRANTIES	35
	Section 3.1	Financial Condition	35
	Section 3.2	No Change	35
	Section 3.3	Existence; Compliance with Law	35
	Section 3.4	Power; Authorization; Enforceable Obligations	35
	Section 3.5	No Legal Bar	36
	Section 3.6	No Material Litigation	36
	Section 3.7	No Default	36
	Section 3.8	Ownership of Property; Security Interests	36
	Section 3.9	Intellectual Property	36
	Section 3.10	Taxes	36
	Section 3.11	Federal Regulations	37
	Section 3.12	Labor Matters	37
	Section 3.13	ERISA	37
	Section 3.14	Investment Company Act	37
	Section 3.15	Subsidiaries	37
	Section 3.16	Use of Proceeds	37
	Section 3.17	Environmental Matters	37
	Section 3.18	Accuracy of Information, Etc.	38

	Section 3.19	Security Documents	38
	Section 3.20	Solvency	39
	Section 3.21	No Default Under Material Project Contracts.	39
	Section 3.22	Anti-Money Laundering and Anti-Corruption Laws; Sanctions	39
	Section 3.23	Insurance	40

SECTION 4.		CONDITIONS PRECEDENT	40
	Section 4.1	Closing Date	40

SECTION 5.		COVENANTS	44
	Section 5.1	Financial Statements	44
	Section 5.2	Construction Reports; Other Information	45
	Section 5.3	Collateral Agency Agreement	46
	Section 5.4	Insurance	46
	Section 5.5	Post-Closing Covenant	47
	Section 5.6	Inspection of Property; Books and Records; Discussions	47
	Section 5.7	Notices	48
	Section 5.8	Further Assurances	49
	Section 5.9	Compliance with Laws; Governmental Approvals; Etc.	50
	Section 5.10	Proposed Modifications.	50
	Section 5.11	Use of Proceeds	50
	Section 5.12	Plans	50
	Section 5.13	Anti-Money Laundering and Anti-Corruption Laws; Sanctions	50
	Section 5.14	Maintenance of Properties.	51
	Section 5.15	Payment of Taxes.	51
	Section 5.16	Maintenance of Existence; Project.	51
	Section 5.17	Project Accounts.	51
	Section 5.18	O&M Budget.	52
	Section 5.19	Restriction on New Projects.	52
	Section 5.20	Restriction on Asset Sales.	52
	Section 5.21	Restriction on Distributions; Dividends.	52
	Section 5.22	Restriction on Indebtedness.	52
	Section 5.23	Transaction with Affiliates.	52
	Section 5.24	Swap Agreements	53
	Section 5.25	Financial Covenant.	53
	Section 5.26	Change in Nature of Business, Etc.	53
	Section 5.27	Material Project Documents; Etc.	53
	Section 5.28	Collateral Assignment of Material Project Contracts.	54
	Section 5.29	Affiliate Credit Agreement; Material Project Contracts.	54

SECTION 6.		EVENTS OF DEFAULT	54
	Section 6.1	Events of Default	54
	Section 6.2	Application of Proceeds	57

SECTION 7.		THE ADMINISTRATIVE AGENT	58
	Section 7.1	Appointment and Authority	58
	Section 7.2	Rights as a Lender	58
	Section 7.3	Exculpatory Provisions	59
	Section 7.4	Reliance by Administrative Agent	60
	Section 7.5	Delegation of Duties	60

	Section 7.6	Resignation of Administrative Agent	61
	Section 7.7	Non-Reliance on Administrative Agent and Other Lenders	61
	Section 7.8	[Reserved]	61
	Section 7.9	Administrative Agent May File Proofs of Claim	61
	Section 7.10	Force Majeure	62
	Section 7.11	Withholding Taxes	62
	Section 7.12	Return of Certain Payments	63
	Section 7.13	ERISA	65

SECTION 8.		MISCELLANEOUS	67
	Section 8.1	Amendments and Waivers	67
	Section 8.2	Notices	69
	Section 8.3	No Waiver; Cumulative Remedies	70
	Section 8.4	Survival of Representations and Warranties	70
	Section 8.5	Payment of Expenses; Indemnification	71
	Section 8.6	Successors and Assigns; Participations and Assignments	72
	Section 8.7	Set-off	75
	Section 8.8	Counterparts	76
	Section 8.9	Severability	76
	Section 8.10	Integration	76
	Section 8.11	GOVERNING LAW	76
	Section 8.12	Submission To Jurisdiction; Waivers	76
	Section 8.13	Acknowledgments	77
	Section 8.14	Confidentiality	78
	Section 8.15	Accounting Changes	79
	Section 8.16	WAIVERS OF JURY TRIAL	79
	Section 8.17	[Reserved]	79
	Section 8.18	USA PATRIOT ACT	79
	Section 8.19	Payments Set Aside	79
	Section 8.20	Releases of Collateral; Termination of Credit Agreement	79
	Section 8.21	Time	80
	Section 8.22	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	80
	Section 8.23	Acknowledgment Regarding Any Supported QFCs	81

SCHEDULES:

1.1	Commitments
3.6	Material Litigation
3.8	Real Property
3.15	Subsidiaries
3.17	Environmental Matters
3.23	Insurance
5.5	Post-Closing Actions
5.29(b)	Outstanding Material Project Contract Payments
6.1(k)	Part A - Specified Material Project Contracts
	Part B - Applicable Material Project Contracts

iii

EXHIBITS:

A	Form of Assignment and Acceptance
B	Form of Note
C	Form of Solvency Certificate
D	Form of Funding Notice
E-1	Form of U.S. Tax Compliance Certificate
E-2	Form of U.S. Tax Compliance Certificate
E-3	Form of U.S. Tax Compliance Certificate
E-4	Form of U.S. Tax Compliance Certificate

CREDIT AGREEMENT, dated as of May 28, 2025, among DRP URBAN RENEWAL 4, LLC, a Delaware limited liability company (the “Borrower”), DELAWARE RIVER PARTNERS, LLC, a Delaware limited liability company (“DRP”), the several banks and other financial institutions or entities from time to time party hereto (the “Lenders”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, together with any successor appointed in accordance with Section 8.6, the “Administrative Agent”) and Deutsche Bank AG, New York Branch, as Issuing Bank.

W I T N E S S E T H:

WHEREAS, capitalized terms used in these recitals and not otherwise defined shall have the respective meanings set forth for such terms in Section 1.1;

WHEREAS, the Borrower has requested that (i) the Lenders extend credit in the form of Term Loans on the Closing Date in an aggregate principal amount of $100,000,000 and (ii) the Issuing Bank issue one or more Letters of Credit on the Closing Date in an amount not to exceed the Issuing Bank’s Letter of Credit Commitment; and

WHEREAS, the Lenders have agreed to make the Term Loans to the Borrower, and the Issuing Bank has agreed to provide the Letters of Credit, on and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

Section 1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1. To the extent capitalized terms are used in this Agreement and not defined in this Section 1.1, such capitalized terms shall have the meanings specified in the Collateral Agency Agreement.

“Administrative Agent”: as defined in the preamble hereto.

“Affected Financial Institution”: (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate”: as to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For the purposes of this Agreement, Fortress and its Affiliates and any publicly traded entity managed by Fortress or any of its Affiliates, shall be deemed to be “Affiliates” of each Loan Party; provided that Mubadala Capital, a wholly owned asset management subsidiary of Mubadala Investment Company, and its Affiliates (except for Foundation Holdco LP and its controlled affiliates) shall not be deemed “Affiliates” of each Loan Party.

“Agreement”: this Credit Agreement.

“Applicable Material Project Contracts”: the contracts listed in Part B of Schedule 6.1(k).

“Applicable Treasury Rate”: as of the relevant date, the weekly average rounded to the nearest 1/100th of a percentage point (for the most recently completed week for which such information is available as of the date that is two Business Days prior to the prepayment or repayment) of the yield to maturity of U.S. Treasury securities with a constant maturity (as compiled and published in the Federal Reserve Statistical Release H.15 with respect to each applicable day during such week or, if such statistical release is no longer published, any publicly available source of similar market data selected by the Borrower in good faith) most nearly equal to the period from such prepayment or repayment date to the Maturity Date; provided that if the period from such prepayment or repayment date to the Maturity Date is not equal to the constant maturity of a U.S. Treasury security for which a yield is given, the “Applicable Treasury Rate” will be obtained by linear interpolation (calculated to the nearest 1/12th of a year) from the weekly average yields on actually traded U.S. Treasury securities adjusted to a constant maturity of one year.

“Asset Sale”: the sale or other disposition, whether in a single transaction or a series of related transactions, of property or assets of the Borrower, DRP or their respective Subsidiaries.

“Assignment and Acceptance”: an agreement substantially in the form of Exhibit A.

“Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation”: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Beneficial Ownership Certification”: a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation”: 31 C.F.R. § 1010.230.

“Benefit Plan”: any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.”

“BHC Act Affiliate”: of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. § 1841(k)) of such party.

“Bonds”: the DRP 4 Series 2025 Bonds issued under the Indenture.

“Borrower”: as defined in the preamble hereto.

“Business Day”: any day, excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close.

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“Capital Lease”: with respect to any Person, any lease of (or other arrangement conveying the right to use) real or personal property by such Person as lessee that is required under GAAP to be classified and accounted for as a finance lease on the balance sheet of such Person under Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842).

“Capital Lease Obligations”: with respect to any Person, obligations of such Person under Capital Leases, and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Change in Law”: the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted, implemented or issued.

“Change of Control”: (a) all or substantially all the assets of the Borrower, DRP and their respective Subsidiaries, taken as a whole, are sold or otherwise transferred to any Person other than the Borrower, DRP, a Subsidiary, or one or more Permitted Holders; provided that this clause (a) shall not apply (i) in the case where immediately after the consummation of the transactions Permitted Holders beneficially own Voting Stock representing in the aggregate a majority of the total voting power of the transferee Person, or (ii) to any consolidation, amalgamation or merger of the Borrower with or into (x) a corporation, limited liability company or partnership or (y) a wholly owned subsidiary of a corporation, limited liability company or partnership, of which (in each case), immediately following the transaction or series of transactions, the Permitted Holders beneficially own Voting Stock representing in the aggregate a majority of the voting power of such successor entity and, in the case of clause (y), the parent of such wholly owned subsidiary guarantees the obligations of the Borrower under the Loans; (b) FIP ceases to be the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 90.0% of the Voting Stock of each of the Borrower and DRP; (c) DRP ceases to be the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 100.0% of the Voting Stock of its Subsidiaries that are owned by DRP as of the date hereof or (d) Holdings ceases to be the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 95.0% of the Voting Stock of each of DRP and the Borrower.

“Closing Date”: May 28, 2025.

“Code”: the Internal Revenue Code of 1986, as amended.

“Collateral”: all real and personal property that is intended to be subject to the Security Interests granted to the Collateral Agent under the Security Documents to secure each Grantor’s payment and performance of the Obligations, including the Grantor Collateral and the Pledged Collateral (each as defined in the Collateral Agency Agreement).

“Collateral Agency Agreement”: the Collateral Agency, Intercreditor and Accounts Agreement, dated as of May 28, 2025, by and among Holdings, DRP, the Borrower, the DRP Subsidiaries, UMB Bank, N.A., as the bond trustee for the Bonds, the Collateral Agent and the Account Bank (as defined therein), each other Secured Party (as defined therein) from time to time party thereto and the Administrative Agent, as amended prior to the Closing Date.

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“Collateral Agent”: UMB Bank, N.A., as collateral agent under the Security Documents, and any successor or assign thereof that becomes the collateral agent in accordance with the terms of the Collateral Agency Agreement.

“Commercial Operations Date”: the Completion Date (as defined in the Collateral Agency Agreement) for the Project of the Borrower.

“Commitment”: the Term Loan Commitments and the Letter of Credit Commitments, and “Commitments” means such commitments of all Lenders and the Issuing Bank in the aggregate. The initial amount of each Lender’s and the Issuing Bank’s Commitments as of the Closing Date is set forth in Schedule 1.1.

“Commonly Controlled Entity”: an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001(a)(14) of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

“Control Investment Affiliate”: as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) exists primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Covered Entity”: any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Debt Service Reserve Account”: the Taxable Term Loan Debt Service Reserve Sub-Account (as defined in the Collateral Agency Agreement).

“Debtor Relief Laws”: the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, examinership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default”: any of the events or conditions specified in Section 6.1, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Default Right”: has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Dollars” and “$”: dollars in lawful currency of the United States of America.

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“DRP”: as defined in the preamble hereto.

“DRP Subsidiaries”: collectively, DRP Urban Renewal 1, LLC, a New Jersey limited liability company (“DRP 1”), DRP Urban Renewal 2, LLC, a New Jersey limited liability company (“DRP 2”), DRP Urban Renewal 3, LLC, a New Jersey limited liability company (“DRP 3”) and DRP Urban Renewal 5, LLC, a Delaware limited liability company (“DRP 5”) and each other entity that is, as the date hereof, or hereafter becomes, a direct or indirect subsidiary of DRP (excluding the Borrower).

“EEA Financial Institution”: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority”: any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Environment”: ambient air, indoor air, surface water, drinking water, groundwater, land surface, subsurface strata, sediments and natural resources such as wetlands, flora and fauna.

“Environmental Claim”: any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order, or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (a) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (b) in connection with the Release of, or exposure to, any Hazardous Materials; or (c) in connection with any actual or alleged damage, injury, threat, or harm to the Environment.

“Environmental Law”: any federal, state or local statute, ordinance, rule or regulation, any judicial or administrative order (whether or not on consent), request or judgment, or any other binding determination of any Governmental Authority relating to protection of the Environment or health or safety relating to the release of or exposure to Hazardous Materials. Environmental Laws include, without limitation, regulations and requirements imposed pursuant to the Clean Air Act, 42 U.S.C. Section 7401 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., and any and all state law or local law counterparts.

“Environmental Permits”: any and all Permits required under, or issued pursuant to, any Environmental Law and including the common law insofar as it relates to any of the foregoing.

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

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“Event of Default”: any of the events or conditions specified in Section 6.1; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Exchange Act”: the Securities Exchange Act of 1934, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Tax”: any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (i) Taxes imposed on or measured by net income (however denominated), branch profits Taxes, and franchise Taxes, in each case (x) imposed on any Recipient as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of a Lender, its applicable lending office located in, the jurisdiction of the Governmental Authority imposing such Tax (or any political subdivision thereof), or (y) that are Other Connection Taxes; (ii) Taxes imposed on any Recipient that are attributable to such Recipient’s failure to comply with the requirements of clauses (f), (g), (h), (i), (j) or (k) of Section 2.16; (iii) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (x) such Lender acquires such interest in the applicable Commitment, or in the case of a Loan not acquired pursuant to a prior Commitment, acquires such interest in the applicable Loan (in each case, other than pursuant to an assignment request by the Borrower under Section 2.18) or (y) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.16, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in such Loan or Commitment hereto or to such Lender immediately before it changed its lending office; and (iv) Taxes that are imposed pursuant to FATCA.

“Existing Credit Agreements”: collectively, (i) that certain Credit Agreement, dated as of March 11, 2025 (as amended, restated, supplemented or otherwise modified), by and among certain subsidiaries of DRP, the lenders from time to time party thereto and Barclays Bank PLC, as administrative agent, (ii) that certain Amended and Restated Credit Agreement, dated as of November 5, 2021 (as amended, restated, supplemented or otherwise modified), by and among DRP, the guarantors party thereto, the various financial institutions and other persons from time to time party thereto, and ING Capital LLC, as administrative agent, and (iii) that certain Credit Agreement, dated as of October 18, 2024 (as amended, restated, supplemented or otherwise modified, the “Affiliate Credit Agreement”), by and among FTAI Energy Holdings LLC, a Delaware limited liability company, and FTAI Energy Partners LLC, a Delaware limited liability company, as co-borrowers, the guarantors party thereto, the various financial institutions and other persons from time to time party thereto, and Barclays Bank PLC, as administrative agent.

“FASB”: the Financial Accounting Standards Board.

“FATCA”: Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code as of the date of this Agreement (or any amended or successor version described above), and any fiscal or regulatory legislation or official administrative rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities implementing the foregoing.

“Federal Funds Effective Rate”: for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

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“Fee Letter”: that certain (a) Fee Letter, dated as of May 16, 2025, by the Borrower and the Lead Arranger and (b) Fee Schedule, dated as of May 14, 2025, by the Borrower and the Administrative Agent.

“FIP”: FTAI Infrastructure Inc., a Delaware corporation.

“Flood Insurance Laws”: collectively, (i) the National Flood Insurance Act of 1968, (ii) the Flood Disaster Protection Act of 1973, (iii) the National Flood Insurance Reform Act of 1994, (iv) the Flood Insurance Reform Act of 2004 and (v) the Biggert-Waters Flood Insurance Reform Act of 2012, each as now or hereafter in effect or any successor statute thereto.

“Foreign Employee Benefit Plan”: any employee benefit plan as defined in Section 3(3) of ERISA which is maintained or contributed to for the benefit of the employees of DRP, the Borrower and their respective Subsidiaries, but which is not covered by ERISA pursuant to ERISA Section 4(b)(4).

“Funding Notice”: a notice substantially in the form of Exhibit D.

“GAAP”: such accepted accounting practice as conforms at the time to applicable generally accepted accounting principles in the U.S., consistently applied.

“Governmental Authority”: any nation, state, sovereign or government, any federal, regional, state or local government or political subdivision thereof or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and having jurisdiction over the Person or matters in question (including any supra-national bodies such as the European Union or the European Central Bank).

“Grantors”: the collective reference to Holdings, the Borrower, DRP, the DRP Subsidiaries and their respective permitted successors and assigns, and any other Person that grants a Security Interest on any of its Property under a Security Document or otherwise to secure the obligations and liabilities of any Loan Party under any Loan Document.

“Hazardous Materials”: any material, substance or waste that is listed, defined, designated or classified as, or otherwise determined to be, hazardous, radioactive, toxic or a pollutant or a contaminant, or words of similar import, under or pursuant to or for which liability may be imposed under any Environmental Law, including any mixture or solution thereof, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor, asbestos or asbestos-containing materials, per- or polyfluoroalkyl substances and polychlorinated biphenyls.

“Holdings”: Repauno Financing Holdco LLC, a Delaware limited liability company.

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“Indebtedness”: with respect to any Person, without duplication: (a) indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, other than: (1) accounts payable and trade payables arising in the ordinary course of business (other than those addressed in clauses (2) through (4) of this clause (c)) which are payable in accordance with customary practices; provided that such accounts payable and trade payables (x) are not evidenced by a note, (y) are payable within ninety (90) days of the date of incurrence and are not more than ninety (90) days past due unless being contested in good faith (or, with respect to accounts payable and trade payables mentioned in clause (1)(z)(ii) of this clause (c), are payable within forty-five (45) days of the date of incurrence and are not more than forty-five (45) days past due unless being contested in good faith) and (z) either (i) do not exceed 4.0% of the sum of the original principal amount of the Bonds plus the principal amount of the Loans, other Permitted Additional Senior Indebtedness and Additional Bonds (each as defined in the Collateral Agency Agreement) at any one time outstanding or (ii) arise out of, or are incurred in connection with, any of the Borrower, DRP or DRP Subsidiary’s business, operations or role in commodity inventory management (or similar ordinary course inventory management processes) provided, however, that, the accounts payable and trade payables that are excluded from comprising Indebtedness by virtue of this clause (1)(z)(ii) shall be limited to those arising or incurred in respect of an inventory volume of no more than 788,000 barrels of bulk liquids at any time, (2) accrued expenses arising in the ordinary course of business and not recorded as either “short term indebtedness” or “long term indebtedness” on the balance sheet of such Person in accordance with GAAP, (3) any payments pursuant to any project contracts that are not more than ninety (90) days past due unless being contested or intended to be contested in good faith or to the extent such payments represent “retainage,” “holdback” or similar payments; provided, however, that any such payments pursuant to project contracts paid with the proceeds of the Bonds as soon as reasonably practicable after the applicable Closing Date (taking into account the completion, delivery and review of all applicable certificates and reports required hereunder, and completion of any other applicable prerequisites for initial disbursement of the relevant Bond proceeds, and in any event within ten (10) Business Days of the applicable Closing Date) shall not be deemed Indebtedness even if more than ninety (90) days past due and (4) payments due under any management contract, employee sharing agreement, or similar agreement pursuant to which an employer provides employees to provide services for such Person, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person, (e) any Capital Lease Obligation, (f) all obligations, contingent or otherwise, of such Person under bankers acceptances issued or created for the account of such Person, (g) all unconditional obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any capital stock or other equity interests of such Person or any warrants, rights or options to acquire such capital stock or other equity interests, (h) all net obligations of such Person pursuant to Permitted Swap Agreements (as defined in the Collateral Agency Agreement), (i) all guarantee obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (h) above, and (j) all Indebtedness of the type referred to in clauses (a) through (h) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any lien on property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.

“Indemnified Taxes”: (a) all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Loan Parties under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indenture”: that certain Indenture of Trust, dated as of the Closing Date, by and between the New Jersey Economic Development Authority and UMB Bank, N.A., as trustee.

“Initial Maturity Date”: November 30, 2026.

“Insolvency”: with respect to any Multiemployer Plan, the condition that such “plan” is insolvent within the meaning of Section 4245 of ERISA.

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, patents, trademarks, proprietary technology, proprietary know-how and proprietary processes, and all rights to sue at law or in equity for any infringement or other violation thereof, including the right to receive all proceeds and damages therefrom.

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“Interest Payment Date”: with respect to any Loan or fee payment, March 31, June 30, September 30 and December 31 of each year (or, if such date is not a Business Day, the first Business Day thereafter), commencing on the first such date to occur after the Closing Date, and the Maturity Date.

“ISP”: with respect to any Letter of Credit, the “International Standby Practices (ISP98)” published by the International Chamber of Commerce, Publication No. 590 (or such later version thereof as may be in effect at the time of issuance).

“Issuing Bank”: Deutsche Bank AG, New York Branch, and any other Lender that is appointed as an Issuing Bank in accordance with Section 2.6(h). Each Issuing Bank may, in its sole and absolute discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank; provided that Deutsche Bank AG, New York Branch shall be required to issue only standby Letters of Credit. In the event an Affiliate or other Lender issues a Letter of Credit hereunder under the terms of the foregoing sentence, the term “Issuing Bank” shall include any such Affiliate or Lender with respect to Letters of Credit issued by such Affiliate or Lender, as applicable.

“Law”: any federal, state, local and municipal laws, statutes, rules and regulations, orders, codes, directives, permits, approvals, decisions, decrees, ordinances or bylaws having the force of law and any common or civil law, including binding court and judicial decisions having the force of law, and includes any amendment, extension or re-enactment of any of the same in force from time to time and all other instruments, orders and regulations made pursuant to statute.

“LC Disbursement”: a payment made by the Issuing Bank pursuant to a Letter of Credit.

“LC Exposure”: at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed or converted to Letter of Credit Loans by or on behalf of the Borrower at such time.

“Lead Arranger”: Deutsche Bank AG, New York Branch, in its capacity as sole lead arranger and bookrunner of the credit facility established under this Agreement.

“Lenders”: as defined in the preamble hereto.

“Letter of Credit”: any letter of credit issued pursuant to this Agreement substantially in the form of Exhibit F.

“Letter of Credit Commitment”: the commitment of the Issuing Bank, if any, to issue the Letters of Credit hereunder. The initial amount of the Issuing Bank’s Letter of Credit Commitment as of the Closing Date is set forth in Schedule 1.1(b).

“Letter of Credit Facility Amount”: an amount not to exceed $6,000,000.

“Loan Documents”: this Agreement, the Security Documents, each Fee Letter and the Notes.

“Loan Exposure”: with respect to any Lender, as of any date of determination, the outstanding principal amount of the Loans of such Lender; provided that, at any time prior to the making of the Loans, the Loan Exposure of any Lender shall be equal to such Lender’s Term Loan Commitment.

“Loan Parties”: the collective reference to Holdings, the Borrower and the other Grantors.

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“Loan Parties’ Knowledge”: the actual knowledge attributable to the officers of the Borrower and DRP.

“Loans”: collectively, (i) the Term Loans and (ii) the Letter of Credit Loans.

“Management Group”: at any time, the member, the manager, the chairman of the board of directors, any chief executive officer, any president, any executive vice president, any managing director, any treasurer and any secretary or other executive officer of the Borrower, DRP or any of their respective Subsidiaries at such time.

“Material Adverse Effect”: (a) a material adverse effect on the business, assets, financial condition or results of operations of the Borrower, DRP, the DRP Subsidiaries and their respective Subsidiaries, taken as a whole, (b) a material adverse effect on the rights and remedies of the Lenders and the Administrative Agent, taken as a whole, under this Agreement or any other Loan Documents or (c) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their payment obligations under this Agreement.

“Material Environmental Amount”: an amount or amounts payable or reasonably likely to become payable by any Loan Party, individually or in the aggregate in excess of $2,500,000 for costs to comply with or any liability under any Environmental Law, failure to obtain or comply with any Environmental Permit, and any other cost or liability, including compensatory damages, punitive damages, fines, and penalties pursuant to any Environmental Law.

“Maturity Date”: the earliest of (a) the Initial Maturity Date or, if the Maturity Date is extended pursuant to Section 2.19, the Extended Maturity Date, the Second Extended Maturity Date or the Final Maturity Date, as applicable and (b) the date on which all Loans shall become due and payable in full hereunder, whether by acceleration or otherwise; provided that, in each case, if such date is not a Business Day, then the Maturity Date shall be the immediately preceding Business Day.

“Mortgage”: an agreement, including, but not limited to, a mortgage, leasehold mortgage or any other document, creating and evidencing a Security Interest in the Mortgaged Property made by a Loan Party in favor of the Collateral Agent for the benefit of the Secured Parties.

“Mortgaged Property” the real property as to which the Collateral Agent for the benefit of the Secured Parties shall be granted Security Interests pursuant to any Mortgage.

“Multiemployer Plan”: a plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA with respect to which the Borrower or any Commonly Controlled Entity has an obligation to make contributions or has any actual or contingent liability.

“Net Proceeds”: with respect to any Asset Sale (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds, but only as and when received, (ii) in the case of a casualty, insurance proceeds, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all fees and out-of-pocket expenses (including underwriting discounts, investment banking fees, commissions, collection expenses and other customary transaction costs) paid or reasonably estimated in good faith to be payable by the Borrower, DRP and their respective Subsidiaries in connection with such event, (ii) the principal amount, premium or penalty, if any, interest, breakage, costs and other amounts on any Indebtedness (other than Indebtedness under the Loan Documents) subject to mandatory prepayment as a result of such event, (iii) in the case of any disposition, casualty, condemnation or similar event by a non-wholly owned Person, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (iii)) attributable to minority interests and not available for distribution to or for the account of the Borrower, DRP or a wholly owned Subsidiary as a result thereof, (iv) the amount of all Taxes paid (or reasonably estimated in good faith to be payable) by the Borrower, DRP and their respective Subsidiaries as a result of such event, and (v) the amount of any reserves established by the Borrower, DRP and their respective Subsidiaries to fund contingent liabilities reasonably estimated in good faith to be payable, in each case, that are directly attributable to such event (as determined reasonably and in good faith by a Responsible Officer of the Borrower).

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“Non-Public Information”: material non-public information (within the meaning of United States federal, state or other applicable securities laws) with respect to the Borrower or its securities.

“Note”: a promissory note substantially in the form of Exhibit B.

“O&M Budget”: with respect to the Project, a reasonably detailed annual budget for the operation and maintenance of the Project, containing a detailed description of costs incurred and expected to be incurred with respect to the operation and maintenance of the Project on an annual basis.

“Obligations”: the collective reference to the unpaid principal of and interest on the Loans, the unpaid principal of and interest on any LC Disbursements, the Exit Fee and Yield Protection Premium (if any), any other fees payable pursuant to Section 2.8 and all other obligations and liabilities of the Borrower and each Loan Party (including interest accruing at the then applicable rate provided herein after the maturity of the Loans and interest, fees and expenses accruing after the filing of any petition in bankruptcy (or which, but for the filing of such petition, would be accruing), or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower or any Loan Party, whether or not a claim for post-filing or post-petition interest, fees or expenses is allowed or allowable in such proceeding) to any Secured Party, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which arise under, out of, or in connection with, this Agreement, any Letter of Credit, the Security Documents, the other Loan Documents or the Erroneous Payment Subrogation Rights or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise.

“Other Connection Taxes”: with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than any connection arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to and/or enforced any Loan Document or sold or assigned an interest in any Loan, Letter of Credit or Loan Document).

“Other Taxes”: all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes arising from any payment made hereunder or under any other Loan Document or from the execution, delivery, performance, enforcement or registration of, the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed as a result of an assignment by a Lender (other than an assignment made pursuant to Section 2.18).

“PATRIOT Act”: the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

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“Pension Plan”: a “pension plan,” as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer Plan), and to which the Borrower may have liability, including any liability by reason of the Borrower’s (a) being jointly and severally liable for liabilities of any Commonly Controlled Entity in connection with such plan, (b) having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or (c) being deemed to be a contributing sponsor under Section 4069 of ERISA.

“Permit”: any permit, license, approval, consent, order, right, certificate, judgment, writ, injunction, award, determination, direction, decree, registration, notification, authorization, franchise, privilege, grant, waiver, exemption and other similar concession or bylaw, rule or regulation of, by or from any Governmental Authority.

“Permitted Holders”: collectively, (a) Fortress Investment Group LLC and its Affiliates, (b) FIP and its Subsidiaries and (c) the Management Group; provided that the definition of “Permitted Holders” shall not include any Control Investment Affiliate whose primary purpose is the operation of an ongoing business (excluding any business whose primary purpose is the investment of capital or assets).

“Permitted Security Interests”: the Permitted Security Interests as defined in the Collateral Agency Agreement.

“Person”: an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity, municipality, county, or any other person having separate legal personality.

“Principal Office”: the Administrative Agent’s “Principal Office” as set forth in Section 8.2, or such other office or office of a third party or sub-agent, as appropriate, as the Administrative Agent may from time to time designate in writing to the Borrower and each Lender.

“Pro Rata Share”: at any time, with respect to any Lender, the percentage obtained by dividing (i) the Loan Exposure of such Lender by (ii) the aggregate Loan Exposure of all Lenders. If at any time there is no Loan Exposure of any Lender, the Pro Rata Shares shall be determined based upon the Loan Exposure most recently in effect.

“Property”: any right or interest in or to property of any kind whatsoever, whether real or immovable, personal or moveable or mixed and whether tangible or intangible, corporeal or incorporeal, including any capital stock or other equity interests.

“PTE”: a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lenders”: Lenders that do not wish to receive Non-Public Information with respect to the Borrower, DRP or their respective Subsidiaries or their securities.

“QFC”: has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. § 5390(c)(8)(D).

“Recipient”: (a) the Administrative Agent or (b) any Lender, as applicable.

“Related Fund”: with respect to any Lender, any fund that (x) invests in commercial loans and (y) is managed or advised by the same investment advisor as such Lender, by such Lender or an affiliate of such Lender.

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“Related Parties”: with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Release”: any new or historical spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, migrating, abandoning or discarding into or through the Environment, or within, from or into any building, structure or facility.

“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the notice requirement is waived.

“Required Lenders”: one or more Lenders having or holding more than fifty percent (50.0%) of the sum of (a) the aggregate principal amount of the outstanding Loans, plus (b) the unused Commitments, if any, plus (c) the face amount of all outstanding Letters of Credit.

“Requirements of Law”: as to any Person, the certificate of incorporation and bylaws or other organizational or governing documents of such Person, and any Law applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Resolution Authority”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer”: any manager, the chief executive officer, the chief financial officer or any other authorized designee of such Person, and when used with reference to any act or document of a Loan Party, also means any other person authorized to perform the act or execute the document on behalf of such Loan Party, or any other authorized officer or signatory of such Loan Party reasonably acceptable to the Administrative Agent.

“SEC”: the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

“Secured Parties”: a collective reference to the Administrative Agent, the Issuing Bank and the Lenders.

“Security Documents”: the collective reference to the Collateral Agency Agreement, the Security Documents (as defined in the Collateral Agency Agreement), the Mortgages, and all other security documents now or hereafter delivered to the Administrative Agent or the Collateral Agent granting (or purporting to grant) a Security Interest on any Property of any Person to secure the Obligations.

“Security Interest”: (a) a mortgage, pledge, lien, charge, assignment, hypothecation, security interest, title retention arrangement, preferential right, trust arrangement or other arrangement having the same or equivalent commercial effect as a grant of security; or (b) any agreement to create or give any arrangement referred to in clause (a) of this definition.

“Solvent”: with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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“Specified Material Project Contracts”: the Material Project Contracts listed in Part A of Schedule 6.1(k).

“Subsidiary”: as to any Person: (a) any corporation of which more than 50.0% of the outstanding capital stock or other equity interests having ordinary voting power to elect the board of directors of such corporation (irrespective of whether at the time capital stock or other equity interests of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned (i) by such Person, (ii) by such Person and one or more Subsidiaries of such Person, or (iii) by one or more Subsidiaries of such Person; or (b) any limited liability company, trust, partnership, joint venture or other Person as to which such Person, or one or more Subsidiaries of such Person, owns more than 50.0% of the voting ownership, equity or similar interest of such limited liability company, trust, partnership, joint venture or other Person, as the case may be. Unless otherwise specified, references to “Subsidiaries” in this Agreement shall be references to the respective Subsidiaries of the Borrower and DRP.

“Swap Agreement”: any agreement with respect to any swap, cap, collar, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current, former or future directors, officers, members of management, employees or consultants of the Borrower, DRP or their respective Subsidiaries shall be a Swap Agreement.

“Taxes”: any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loan Commitment”: the commitment of a Lender, if any, to make or otherwise fund Term Loans hereunder, and “Term Loan Commitments” means such commitments of all Lenders in the aggregate. The initial amount of each Lender’s Term Loan Commitments as of the Closing Date is set forth in Schedule 1.1(a).

“Term Loans”: the loans made by the Lenders to the Borrower pursuant to Section 2.1(a).

“Termination Conditions”: collectively, (a) the payment in full in cash of the Obligations (other than contingent LC Exposure and Unasserted Contingent Obligations that are not then due and payable), (b) the termination or expiration of all Commitments and (c) any contingent LC Exposure shall have been terminated or, as applicable, secured by (i) the grant of a first priority, perfected Security Interest on cash or cash equivalents in an amount at least equal to 102% of the amount of such LC Exposure or other collateral which is reasonably acceptable to the Issuing Bank or (ii) the issuance of a “back-to-back” letter of credit in form and substance reasonably acceptable to the Issuing Bank with an original face amount at least equal to 102% of the amount of such LC Exposure.

“Transactions”: collectively, (a) the execution and delivery of this Agreement and the other Loan Documents and the funding of the Term Loans and the issuance of the Letter of Credit on the Closing Date, (b) the Closing Date Refinancing, (c) the issuance of the Bonds and (d) the transactions related to the foregoing, including the payment of all fees, costs and expenses incurred in connection with the transactions described in the foregoing provisions of this definition.

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“UK Financial Institution”: any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority”: the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unasserted Contingent Obligations”: at any time, Obligations for taxes, costs, indemnifications, reimbursements, damages and other contingent liabilities (excluding Obligations in respect of the principal of, and interest and premium (if any) on, any Obligation) in respect of which no assertion of liability and no claim or demand for payment has been made (and, in the case of Obligations for indemnification, no notice for indemnification has been issued by the indemnitee at such time).

“U.S. Person”: a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“Voting Stock”: as of any date, the capital stock of any Person that is at the time entitled to vote in the election of, or direct the appointment of, the manager or the board of directors or managers, as applicable, of such Person.

“Write-Down and Conversion Powers”: with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

“Yield Protection Premium”: an amount equal to the present value of the amount of interest (calculated by the Borrower in good faith) that would have been paid on the principal amount of the Loans being so repaid or prepaid for the period from and including the date of such repayment or prepayment through the Initial Maturity Date (in each case, calculated on the basis of the interest rate with respect to the Loans that is in effect on the date of such repayment or prepayment and on the basis of actual days elapsed over a year of three hundred and sixty (360) days using a discount rate equal to the Applicable Treasury Rate as of such date plus 50 basis points).

Section 1.2 Other Definitional Provisions.

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower, DRP and their respective Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall (subject to Section 8.15) have the respective meanings given to them under GAAP.

(c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.”

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(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e) As used herein and in the other Loan Documents, references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, restated, replaced, refinanced, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, restatements, replacements, refinancings, supplements or other modifications set forth herein or in any other Loan Document). Any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law shall, unless otherwise specified, refer to such Law as amended, supplemented or otherwise modified from time to time.

(f) The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(g) Any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns.

Section 1.3 Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of “Maturity Date”) or performance shall extend to the immediately succeeding Business Day.

Section 1.4 Other Defined Terms. As used in this Agreement, the following terms shall have the respective meanings set forth in the described Sections.

Defined Term	Section
“Accounting Change”	8.15
“Agent Parties”	8.2
“Aggregate Amounts Due”	2.14
“Agreement Currency”	8.17(b)
“Anti-Money Laundering Laws”	3.22(a)
“Applicable Creditor”	8.17(b)
“Assignee”	8.6(c)
“Assignor”	8.6(c)
“Borrower Materials”	8.2
“Cash Interest Rate”	2.5(a)
“Closing Date Refinancing”	2.3(a)
“Covered Party”	8.23
“Declining Lender”	2.11(f)
“Erroneous Payment”	7.12(a)
“Erroneous Payment Deficiency Assignment”	7.12(d)(i)
“Erroneous Payment Impacted Class”	7.12(d)(i)
“Erroneous Payment Return Deficiency”	7.12(d)(i)
“Erroneous Payment Subrogation Rights”	7.12(e)
“Exit Fee”	2.8(a)

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Defined Term	Section
“Extended Maturity Date”	2.23
“FCPA”	3.22(b)
“Final Maturity Date”	2.23
“Granting Lender”	8.6(g)
“Increased Cost Lender”	2.19
“Indemnified Liabilities”	8.5(a)
“Indemnitee”	8.5(a)
“Information”	8.14
“Judgment Currency”	8.17(b)
“LC Reimbursement Amount”	2.6(d)
“LC Reimbursement Payment Date”	2.6(d)
“Letter of Credit Loan”	2.6(d)
“Non-Consenting Lender”	2.19
“Participant”	8.6(b)
“Participant Register”	8.6(b)
“Payment Recipient”	7.12(a)
“PIK Interest Rate”	2.5(a)
“Platform”	5.2
“Private Side Information”	5.2
“Proposed Modification”	2.11(c)
“QFC Credit Support”	8.23
“Register”	2.4(b)
“Replacement Lender”	2.19
“Representatives”	8.14
“Sanctions”	3.22(c)
“Second Extended Maturity Date”	2.23
“SPC”	8.6(g)
“Stock Certificates”	4.1
“Supported QFC”	8.23
“Terminated Lender”	2.19
“Transferee”	8.14
“UCC Filing Collateral”	4.1
“U.S. Special Resolutions Regimes”	8.23
“U.S. Tax Compliance Certificate”	2.17(f)(iii)

Section 1.5 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws), (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its equity interests at such time.

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SECTION 2. LOANS

Section 2.1 Loans.

(a) Term Loans. Subject to the terms and conditions hereof, each Lender severally agrees to make Term Loans in Dollars to the Borrower on the Closing Date in a principal amount equal to such Lender’s Term Loan Commitment. The Borrower may only make one borrowing under the Term Loan Commitments, which shall be on the Closing Date. Any amounts borrowed under this Section 2.1(a) that are repaid or prepaid may not be reborrowed. Subject to Sections 2.10 and 2.11, all amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Maturity Date. Each Lender’s Term Loan Commitment shall terminate immediately and without further action on the Closing Date upon the funding of the Term Loans.

(b) Borrowing Mechanics for Term Loans.

(i) To request a funding of Term Loans, the Borrower shall deliver to the Administrative Agent a fully executed Funding Notice no later than 12:00 noon one (1) Business Day prior to the Closing Date (or such later time as may be acceptable to the Administrative Agent). Promptly upon receipt by the Administrative Agent of such Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing.

(ii) Each Lender shall make its Term Loan available to the Administrative Agent not later than 10:00 a.m. (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at the principal office designated by Administrative Agent. Promptly following receipt of such funds, the Administrative Agent shall make the proceeds of such Term Loans available to the Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Term Loans received by the Administrative Agent from Lenders to be credited to the account of the Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the Borrower.

Section 2.2 Pro Rata Shares; Availability of Funds.

(a) Pro Rata Shares. All Term Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Term Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Term Loan requested hereunder or purchase a participation required hereby. Letter of Credit Loans shall be deemed made by the Issuing Bank in accordance with Section 2.6(d).

(b) Availability of Funds. Unless the Administrative Agent shall have been notified by any Lender prior to the Closing Date that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Term Loan requested on the Closing Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the Closing Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrower a corresponding amount on the Closing Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender, together with interest thereon, for each day from and including the Closing Date until the date such amount is paid to the Administrative Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks. If such corresponding amount is not in fact made available to the Administrative Agent forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent together with interest thereon, for each day from and including the Closing Date until the date such amount is paid to the Administrative Agent, at the rate payable hereunder for Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such duplicative interest paid by the Borrower for such period. In the event that (i) the Administrative Agent declines to make a requested amount available to the Borrower until such time as all applicable Lenders have made payment to the Administrative Agent, (ii) a Lender fails to fund to the Administrative Agent all or any portion of the Loans required to be funded by such Lender hereunder prior to the time specified in this Agreement and (iii) such Lender’s failure results in the Administrative Agent failing to make a corresponding amount available to the Borrower on the Closing Date, at the Administrative Agent’s option, such Lender shall not receive interest hereunder with respect to the requested amount of such Lender’s Loans for the period commencing with the time specified in this Agreement for receipt of payment by the Borrower through and including the time of the Borrower’s receipt of the requested amount. Nothing in this Section 2.2(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder.

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Section 2.3 Use of Proceeds. (a) The proceeds of the Term Loans on the Closing Date shall be applied by the Borrower and its Affiliates (i) to repay indebtedness under the Existing Credit Agreements on the Closing Date (other than obligations in respect of any letter of credit which has been cash collateralized or back-stopped) (collectively, the “Closing Date Refinancing”), (ii) in connection with a storage and transloading terminal of the Borrower and its Affiliates, to pay for costs associated with the construction and development of a new cryogenic tank and other above-ground storage facilities, a new piping system, additional dock facilities, rail improvements and other enhancements to the aforementioned terminal, (iii) to pay fees, costs and expenses related to the foregoing and the Transactions (including accrued and unpaid interest and applicable premiums) and (iv) for general corporate purposes of the Borrower, DRP and the DRP Subsidiaries, (b) Letters of Credit will be issued on the Closing Date to fund the Debt Service Reserve Account and (c) the proceeds of the Letter of Credit Loans shall be used to reimburse the Issuing Bank for any LC Disbursements.

Section 2.4 Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that the failure to make any such recordation, or any error in such recordation, shall not affect the Obligations in respect of any Loans; and provided, further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b) Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders (and each assignee thereof) and the Term Loan Commitments and Loans (and related interest amounts) of each Lender from time to time (the “Register”). The Register shall be available for inspection by the Borrower or any Lender (provided that any such Lender may only inspect any entry relating to such Lender’s Term Loan Commitments and Loans) at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Term Loan Commitments and the Loans (and related interest amounts), as well as any assignments thereof, in accordance with the provisions of Section 8.6, and each repayment or prepayment in respect of the principal amount (and related interest amounts) of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that any failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Term Loan Commitments or the Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.4. The parties hereto shall treat each Person listed in the Register as the owner of the applicable Loan, notwithstanding notice to the contrary. This Section 2.4(b) is intended to establish a “book entry system” within the meaning of Treasury regulation Section 5f.103-1(c)(1)(ii).

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(c) Notes. If so requested by any Lender by written notice to the Borrower (with a copy to the Administrative Agent) at least two (2) Business Days prior to the Closing Date, or at any time thereafter, the Borrower shall execute and deliver to such Lender (or to any Person who is an Assignee of such Lender pursuant to Section 8.6) on the Closing Date (or, if such notice is delivered less than two (2) Business Days prior to the Closing Date or at any time after the Closing Date, promptly after the Borrower’s receipt of such notice), a Note to evidence such Lender’s or Assignee’s Loans hereunder.

Section 2.5 Interest on Loans.

(a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) at a rate per annum equal to 8.50% (the “Cash Interest Rate”); provided that at any time prior to the Commercial Operations Date, the Borrower may provide written notice to the Administrative Agent at least three (3) Business Days prior to an Interest Payment Date of its intention to pay all of such interest payable on such applicable Interest Payment Date in kind pursuant to Section 2.5(d), and each Loan shall then bear interest on the unpaid principal amount thereof from the prior Interest Payment Date (or, if there has been no prior Interest Payment Date for such Loan, from the date such Loan was made) to but excluding the current Interest Payment Date or date of repayment (whether by acceleration or otherwise), as indicated in the applicable notice, at a rate per annum equal to 9.50% (the “PIK Interest Rate”) in accordance with Section 2.5(d).

(b) Interest payable pursuant to clause (a) shall be computed on the basis of a 360-day year for the actual number of days elapsed in the period during which it accrues.

(c) Except as otherwise set forth herein, interest on each Loan shall accrue on a daily basis and shall be payable in arrears on (i) each Interest Payment Date with respect to interest accrued on and to each such payment date; and (ii) upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid.

(d) Interest Payable in Kind. Any interest that is paid in kind shall be capitalized on the outstanding principal amount of the Loans in arrears on the relevant Interest Payment Date and shall be payable as part of the outstanding principal amount of the Loans upon any prepayment or repayment of such Loans, whether voluntary or mandatory, and shall be payable in cash as part of the outstanding principal amount of such Loans upon the Maturity Date. All capitalized amounts shall constitute principal of the Loans and shall accrue interest at rate set forth in Section 2.5(a), payable in accordance with this Section 2.5. Interest that has accrued but has not been paid in cash or capitalized shall be payable on the date of any prepayment and on the Maturity Date. The Administrative Agent shall at all times maintain on its books and records a notation of all interest that is paid in kind.

Section 2.6 Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit denominated in Dollars to fund the Debt Service Reserve Account on the Closing Date, in a form of issuance request reasonably acceptable to the Issuing Bank. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. On the Closing Date, subject to the Borrower’s satisfaction of the requirements in Section 2.6(b) and the limitations set forth in Section 2.6(j), the Issuing Bank shall issue one or more Letters of Credit in an aggregate amount not to exceed the Issuing Bank’s Letter of Credit Commitment to fund the Debt Service Reserve Account. Following the issuance of the Letters of Credit on the Closing Date, the Issuing Bank shall be under no obligation to issue any additional Letters of Credit. The Issuing Bank’s Letter of Credit Commitment shall terminate immediately and without further action following the issuance of the Letters of Credit on the Closing Date (of, if Letters of Credit are not issued on the Closing Date, at 5:00 p.m. New York time on the Closing Date).

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(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to clause (c) of this Section 2.06)), the Borrower shall provide written notice (including by email) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, and in any event, at least (i) one (1) Business Day prior to any Letter of Credit issued on the Closing Date and (ii) five (5) Business Days at any time after the Closing Date, prior to such requested date or such later time as the Issuing Bank and the Administrative Agent may agree) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with clause (c) of this Section 2.06), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit (but any default or breach under such application and not hereunder shall not give rise to a Default or Event of Default hereunder). A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, the LC Exposure shall not exceed the Letter of Credit Facility Amount.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one (1) year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one (1) year after such renewal or extension) (provided that any Letter of Credit with a one (1) year term may provide for the automatic renewal thereof for additional one (1) year periods not to extend past the date in clause (ii) below unless the Borrower shall have made arrangements reasonably satisfactory to the Issuing Bank with respect to cash collateralizing or backstopping such Letter of Credit in an amount at least equal to 102% of the amount of such LC Exposure or other collateral which is reasonably acceptable to the Issuing Bank and (ii) the date that is five (5) Business Days prior to the Maturity Date).

(d) Reimbursement; Conversion to Letter of Credit Loans. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Issuing Bank an amount equal to such LC Disbursement, plus interest accrued from the date such LC Disbursement is made to but not including the date of such reimbursement (the “LC Reimbursement Amount”) not later than 5:00 p.m. (New York City time), one (1) Business Day after such LC Disbursement is made (the “LC Reimbursement Payment Date”); provided that if the Borrower does not repay the LC Reimbursement Amount on the LC Reimbursement Payment Date, (i) the Borrower shall be deemed to have borrowed additional loans from the Issuing Bank as of the Business Day following the LC Reimbursement Payment Date equal to the unpaid LC Reimbursement Amount on identical terms to the Term Loans borrowed on the Closing Date (such loans, the “Letter of Credit Loans”), (ii) the Issuing Bank is a Lender for purposes of the Letter of Credit Loans and (iii) to the extent such Letter of Credit Loans are deemed borrowed, the Borrower’s obligation to reimburse such LC Disbursement shall be discharged and replaced by the resulting Letter of Credit Loans. Subject to Sections 2.10 and 2.11, all amounts owed hereunder with respect to the Letter of Credit Loans shall be paid in full no later than the Maturity Date.

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(e) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in clause (d) of this Section 2.06 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.06, constitute a legal or equitable discharge of, or provide a right of set-off against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential, indirect, special and punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrowers that are caused by the Issuing Bank’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of, or material breach of the terms of the Loan Documents by, the Issuing Bank, the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(f) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by written notice (including by email) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank with respect to any such LC Disbursement.

(g) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement at a rate per annum equal to 8.50%. Interest accrued pursuant to this paragraph shall be paid to the Issuing Bank and shall be computed on the basis of a 360-day year for the actual number of days elapsed in the period during which it accrues.

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(h) Replacement of an Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.08(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of such retiring Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to include such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to extend, reinstate, or otherwise amend any then existing Letter of Credit.

Any Issuing Bank may resign at any time by giving thirty (30) days’ prior notice to the Administrative Agent, the Lenders and the Borrower. After the resignation of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, reinstate, or otherwise amend any then existing Letter of Credit.

(i) Applicability of ISP. Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit.

(j) Limitation on Obligation to Make LC Disbursements. The Issuing Bank shall not be under any obligation to issue any Letter of Credit if:

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good faith deems material to it;

(ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally; and

(iii) such Letter of Credit is to be denominated in a currency other than Dollars.

Section 2.7 Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 6.1(a) or Section 6.1(f), the overdue principal amount of all Loans outstanding and, to the extent permitted by applicable Law, any overdue interest payments on the Loans or any overdue fees or other amounts owed hereunder shall bear interest (including post-petition interest in any proceeding under Debtor Relief Laws (or interest that would have accrued after the commencement of a proceeding but for the commencement of such proceeding)) payable on demand at a rate that is 2.00% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.7 is not a permitted alternative to a timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender.

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Section 2.8 Fees.

(a) In the event that the Borrower shall make any prepayment or repayment of Loans (including, for the avoidance of doubt, on the applicable Maturity Date or upon acceleration following an Event of Default), and upon the termination or expiration of any Letter of Credit, the Borrower shall pay to the Administrative Agent for the account of each Lender, an exit fee equal to 2.75% multiplied by the sum of (i) the aggregate principal amount of such Loans prepaid or repaid on such date and (ii) the face amount of the Letters of Credit that terminate or expire on such date (the “Exit Fee”). In connection with any prepayment or repayment, the Borrower shall deliver a certificate to the Administrative Agent and the Lenders confirming the calculation of the Exit Fee and absent notice from a Lender that such calculation is incorrect, the Administrative Agent can rely on such certificate provided by the Borrower.

(b) The Borrower shall pay to the Issuing Bank, (i) a fee equal to 8.50% per annum multiplied by the aggregate undrawn amount of all Letters of Credit outstanding, which shall accrue daily and be payable in arrears on each Interest Payment Date and (ii) the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Fees payable pursuant to clause (b)(i) shall be computed on the basis of a 360-day year for the actual number of days elapsed in the period during which it accrues.

(c) The Borrower agrees to pay to each Lender and the Administrative Agent the other fees set forth in the Fee Letter as and when required pursuant to the terms of the Fee Letter.

Section 2.9 Amortization of Term Loans. Upon the occurrence of the Commercial Operations Date, the Borrower shall repay the Term Loans on each date set forth below (and if such day is not a Business Day, the next Business Day) in an amount equal to the sum of (a) the aggregate principal amount of outstanding Term Loans on such date, minus (b) the amount set forth below corresponding to such date; provided that where the sum of clauses (a) and (b) above results in a negative value or zero, the Borrower shall not be required to repay any Term Loans pursuant to this Section 2.9. For the avoidance of doubt, it is understood and agreed that the payments required pursuant to this Section 2.9 shall only commence if the Commercial Operations Date has occurred.

Date	Target Debt Balance ($)
March 31, 2027	$97,166,666.67
June 30, 2027	$88,333,333.33
September 30, 2027	$79,500,000.00
December 31, 2027	$70,666,666.67
March 31, 2028	$61,833,333.33

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Section 2.10 Voluntary Prepayments.

(a) The Borrower shall have the right at any time and from time to time to prepay any Loans in whole or in part, without premium or penalty (other than as set forth in Section 2.8(a) and Section 2.15), subject to the requirements of this Section 2.10.

(b) Subject to clause (a) of this Section 2.10, the Borrower may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount.

(c) All such prepayments shall be made upon written notice, given to the Administrative Agent by 3:00 p.m. (New York City time) three (3) Business Days prior to such prepayment (and the Administrative Agent will promptly transmit such notice to each applicable Lender); provided that such notice shall specify the amount of such prepayment and a calculation of the Exit Fee. Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided that a notice of voluntary prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, the receipt of proceeds from the issuance of other Indebtedness, the receipt of a payment from any third party pursuant to any transaction or the disposition of assets or the closing of a merger, amalgamation or acquisition transaction, in which case such notice of prepayment may be revoked or extended by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied or delayed in effectiveness.

Section 2.11 Mandatory Prepayments. Subject to Section 2.12:

(a) Mandatory Prepayments from Net Proceeds of an Asset Sale. In the event and on each occasion that any Net Proceeds are received by or on behalf the Borrower, DRP or any of their respective Subsidiaries in respect of any Asset Sale (other than any Asset Sale permitted by Section 5.19), the Borrower shall, within three (3) Business Days after such Net Proceeds are received, prepay or cause to be prepaid at par any outstanding Loans in an aggregate amount equal to 100.0% of the amount of such Net Proceeds; provided that:

(i) following the Initial Maturity Date, subject to the terms of clause (ii) below, in the case of any proceeds described in clause (a)(ii) in the definition of the term “Net Proceeds,” the Borrower may apply such Net Proceeds, within eighteen (18) months after receipt of such Net Proceeds, to acquire or replace assets (other than ordinary course current assets, it being understood such limitation shall not apply to the acquisition of any Person or all or substantially all of the assets of a division or branch of such Person) or repair, improve or maintain assets to be used in the business of, or otherwise useful in the operations of, the Borrower, DRP and any of their respective Subsidiaries, then no prepayment shall be required pursuant to this sub-section (a) in respect of such event except to the extent of any Net Proceeds therefrom that have not been so applied within eighteen (18) months (or in the case of a binding commitment in respect of an application within such eighteen (18) months, twenty four (24) months) after receipt of such Net Proceeds, at which time a prepayment shall be required in an amount equal to 100.0% of the Net Proceeds that have not been so applied; and

(ii) Net Proceeds from any Asset Sale shall only be required to be used to prepay any outstanding Loans under this sub-section (a) to the extent (A) the aggregate amount of Net Proceeds received from any such individual Asset Sale, together with any other Asset Sales which are in connection with the same transaction or related series of transactions, exceeds $500,000 or (B) the aggregate amount of Net Proceeds received from all Asset Sales in any fiscal year exceeds $1,000,000.

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(b) Debt Incurrence. Upon the incurrence or issuance by the Borrower, DRP, or any of their respective Subsidiaries of any funded debt obligations for borrowed money (other than the Bonds and other Indebtedness permitted by this Agreement), the Borrower shall prepay at par any outstanding Loans in an aggregate amount equal to 100.0% of all Net Proceeds received thereof immediately upon the funding thereof in a manner consistent with Section 2.12.

(i) In the event that the Administrative Agent receives a notice of a proposed modification pursuant to Section 13.01(b)(vi) of the Collateral Agency Agreement (a “Proposed Modification”), upon written notice to the Borrower from the Administrative Agent or the Required Lenders that the Required Lenders have deemed the Proposed Modification to be adverse to the Lenders, the Borrower shall, within one (1) Business Day of receipt of such notice, prepay all outstanding Loans at par and terminate all Letters of Credit.

(ii) Upon the occurrence of a mandatory prepayment trigger (not otherwise specified above) under either (A) the Indenture or (B) such other applicable Bond Indenture (as defined in the Collateral Agency Agreement), the Borrower shall, concurrently with such mandatory redemption of the applicable bonds, prepay the outstanding Loans at par in an amount equal to the lesser of (1) 100% of the aggregate outstanding amount of the Loans and (2) such percentage of the Bonds (or such other applicable Additional Bonds (as defined in the Collateral Agency Agreement)) required to be mandatorily redeemed thereof multiplied by the aggregate outstanding amount of the Loans.

(d) Mandatory Prepayment Account. In the event that any prepayment of the Loans is required pursuant to Sections 2.11 (a), (b), or (c), the Borrower shall, if necessary, on or prior to the date such prepayment is due, cause the amount in respect of such prepayment to be deposited in the relevant sub-account created under the Mandatory Prepayment Account (as defined in the Collateral Agency Agreement) for the prepayment of the Loans in accordance with Section 5.09 of the Collateral Agency Agreement and shall apply such amount to such prepayment in accordance with this Section 2.11.

(e) Prepayment Certificate. Concurrently with any prepayment of the Loans pursuant to Sections 2.11(a), (b), or (c), the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower demonstrating the calculation of the amount of the applicable amount to be prepaid and the calculation of any Exit Fee (if applicable). In the event that the Borrower shall subsequently determine that the actual amount required to be prepaid exceeded the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and the Borrower shall concurrently therewith deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower demonstrating the derivation of such excess.

(f) Declined Amount. The applicable Lenders may elect not to accept any mandatory prepayment (each such Lender, a “Declining Lender”). Any prepayment amount declined by the Declining Lenders shall be retained by the Borrower.

Section 2.12 Application of Prepayments/Reductions. Prepayments of Loans shall be applied (a) in the case of prepayments pursuant to Section 2.10, to the Lenders holding Loans pro rata in direct order of maturity thereof and (b) in the case of prepayments pursuant to Section 2.11, (x) to the Lenders (other than any Declining Lenders) holding Loans pro rata; provided that, notwithstanding anything else set forth in this Section 2.12 to the contrary, any other Indebtedness permitted under Section 5.3 that is secured, on an equal and ratable basis with the Loans, by a Security Interest on the Collateral that is permitted under Section 5.3, may participate in mandatory prepayments pursuant to Sections 2.11(a) and (b) on a pro rata basis (i) to the extent such Indebtedness is required to be prepaid or redeemed under the terms of the applicable documentation governing such other Indebtedness and (ii) in accordance with the Collateral Agency Agreement.

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Section 2.13 General Provisions Regarding Payments.

(a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than 11:00 a.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of the Lenders to whom such payments are due, except payments to be made directly to an Issuing Bank as expressly provided herein.

(b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of any fees required to be paid in connection with such principal payment pursuant to Section 2.8 and payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal (subject to Section 2.5(d)).

(c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable share (which shall be its Pro Rata Share unless expressly stated otherwise in this Agreement) of all payments and prepayments of principal and interest due hereunder, together with all other amounts due related thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent.

(d) Except as set forth in Section 1.3, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day.

(e) The Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 11:00 a.m. (New York City time) (unless a later time is otherwise specified herein with respect to such payment) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 6.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.7, if applicable, from the date such amount was due and payable until the date such amount is paid in full.

(f) The Borrower shall take such actions as are reasonably necessary to cause all payments made in respect of the Loans, whether voluntary or mandatory, to be made in accordance with the Collateral Agency Agreement.

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Section 2.14 Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set off or banker’s lien, or by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under Debtor Relief Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to their Pro Rata Share of the Aggregate Amounts Due; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.14 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (ii) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it. For purposes of clause ((a)(x) of the definition of “Excluded Taxes,” a Lender that acquires a participation pursuant to this Section 2.14 shall be treated as having acquired such participation on the earlier date on which such Lender acquired the applicable interest in the Loan(s) or Commitments(s) to which such participation relates.

Section 2.15 Yield Protection Premium.

(a) With respect to any repayment or prepayment of all or any portion of the Loans or any requirement to repay or prepay any Loans by optional prepayment, acceleration following an Event of Default, a mandatory prepayment or otherwise, in each case, occurring prior to the first anniversary of the Closing Date, such Yield Protection Premium shall be payable on each payment or prepayment of all or any portion of the Loans, whether by optional prepayment, mandatory prepayment, acceleration or otherwise.

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(b) Notwithstanding anything to the contrary in this Agreement, it is understood and agreed that if any Loans are accelerated or otherwise become due prior to the applicable Maturity Date, including, without limitation, as a result of an Event of Default (including upon the occurrence of an insolvency proceeding), the Yield Protection Premium, determined as of the date of acceleration, will also be due and payable immediately upon acceleration. The Yield Protection Premium shall be due in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lenders and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits and actual damages as a result thereof. Any Yield Protection Premium payable pursuant to this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, acceleration, redemption, repayment or prepayment and the Borrower agrees that such Yield Protection Premium is reasonable under the circumstances currently existing. The Yield Protection Premium shall also become due and payable under this Agreement in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding) in accordance with the terms hereof, deed in lieu of foreclosure or by any other means, or the Obligations are reinstated pursuant to Section 1124 of the Bankruptcy Code. If the Yield Protection Premium becomes due and payable pursuant to this Agreement and is not paid, such Yield Protection Premium shall be deemed to be principal of the Loans and Obligations under this Agreement and interest shall accrue on the full principal amount of the Loans (including such Yield Protection Premium) from and after the applicable triggering event. In the event the Yield Protection Premium is determined not to be due and payable by order of any court of competent jurisdiction, including by operation of the Bankruptcy Code, despite such a triggering event having occurred, the Yield Protection Premium shall nonetheless constitute Obligations under this Agreement for all purposes hereunder. THE BORROWER HEREBY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE YIELD PROTECTION PREMIUM AND ANY DEFENSE TO PAYMENT, WHETHER SUCH DEFENSE MAY BE BASED IN PUBLIC POLICY, AMBIGUITY, OR OTHERWISE. The Borrower, the Administrative Agent and the Lenders acknowledge and agree that any Yield Protection Premium due and payable in accordance with this Agreement is not compensation for the use of money and shall not constitute unmatured interest, whether under Section 502(b)(2) of the Bankruptcy Code or otherwise. The Borrower further acknowledges and agrees, and waives any argument to the contrary, that payment of such amount does not constitute a penalty or an otherwise unenforceable or invalid obligation. The Borrower expressly agrees that (i) the Yield Protection Premium is reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by legal counsel, (ii) the Yield Protection Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay each of the Yield Protection Premium, (iv) the Borrower shall not challenge or question, or support any other Person in challenging or questioning, the validity or enforceability of the Yield Protection Premium or any similar or comparable prepayment fee under the circumstances described herein, and shall be estopped hereafter from claiming differently than as agreed to in this Section 2.15(b) as well as estopped from raising or relying on any judicial decision or ruling questioning the validity or enforceability of any prepayment fee similar or comparable to the Yield Protection Premium, (v) their agreement to pay the Yield Protection Premium is a material inducement to the Lenders to make the Loans, and (vi) the Yield Protection Premium represents a good faith, reasonable estimate and calculation of the lost profits, losses or other damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such event. The Borrower expressly acknowledges that its agreement to pay or guarantee the payment of the Yield Protection Premium to the Lenders as herein described are individually and collectively a material inducement to holders to enter into this Agreement. Nothing in this Section 2.15(b) is intended to limit, restrict, or condition any of the Borrower’s obligations or any of the Administrative Agent’s or Lenders’ rights or remedies hereunder.

Section 2.16 Taxes.

(a) All payments made by or on behalf of the Loan Parties to a Recipient under any Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes except as required by applicable Law. If applicable Law (as determined in the good faith discretion of any applicable withholding agent) requires the deduction and withholding of any Tax with respect to any amounts payable under any Loan Document by any withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law, and if such Tax is an Indemnified Tax, then the amounts so payable by or on behalf of the applicable Loan Party shall be increased to the extent necessary so that after all deductions or withholdings of Indemnified Taxes have been made by any applicable withholding agent (including deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 2.16) the applicable Lender or Issuing Bank (or, in the case of any amounts received by the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deduction or withholding of Indemnified Taxes been made.

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(b) Without duplication of Section 2.16(a), the Loan Parties shall pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) Whenever any Taxes are payable or remittable by the Loan Parties pursuant to this Section 2.16, as soon as practicable thereafter the Borrower shall send to the Administrative Agent the original or a certified copy of an original official receipt received by the Borrower or other reasonably satisfactory evidence showing payment thereof.

(d) Without duplication of Section 2.16(a), the Loan Parties shall indemnify each Recipient for the full amount of any Indemnified Taxes (including any Indemnified Taxes imposed on amounts payable under this Section 2.16) payable or paid by such Recipient or required to be withheld or deducted with respect to a payment to such Recipient, and any liability (including any reasonable expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally asserted by the relevant Governmental Authority. Such indemnification shall be made within ten (10) days after the date the Recipient makes written demand therefor (which demand shall set forth in reasonable detail the nature and amount of Indemnified Taxes for which indemnification is being sought). A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or Issuing Bank, shall be conclusive absent manifest error.

(e) If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 2.16, it shall pay such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Party under this Section 2.16 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such Recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Loan Party, upon the request of such Recipient, shall repay the amount paid over to the Loan Party (plus any penalties, additions to Tax, interest or other charges imposed by the relevant Governmental Authority) to such Recipient in the event such Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.16(e), in no event will any Recipient be required to pay any amount to the Loan Parties pursuant to this Section 2.16(e) that would place the Recipient in a less favorable net after-Tax position than the Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts related to such Tax had not been paid. This Section 2.16(e) shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

(f) Without limiting the generality of Section 2.16(g), each Lender and Issuing Bank, to the extent such Lender or Issuing Bank is not a U.S. Person, shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender or Issuing Bank becomes a Lender or Issuing Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(i) two (2) executed original copies of IRS Form W-8BEN or W-8BEN-E (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party and which provides for an exemption from or reduction in U.S. federal withholding tax;

(ii) two (2) executed original copies of IRS Form W-8ECI (or any successor form);

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(iii) in the case of a Lender or Issuing Bank claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (A) a certificate in substantially the form of Exhibit E-1, to the effect that such Lender or Issuing Bank is not a “bank” within the meaning of section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code, and (4) was not engaged in a conduct of a trade or business within the United States to which any payment under any Loan Document is effectively connected (a “U.S. Tax Compliance Certificate”), and (B) two (2) executed original copies of IRS Form W-8BEN or W-8BEN-E (or any successor form);

(iv) to the extent a Lender or Issuing Bank is not the beneficial owner (for example, where the Lender or Issuing Bank is a partnership or a participating Lender granting a participation), two (2) executed original copies of IRS Form W-8IMY, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, a U.S. Tax Compli-ance Certificate in substantially the form of Exhibit E-2 or E-3, as applicable, IRS Form W-9, and/or other certification documents from each beneficial owner (or any successor forms), as applicable; provided that, if the Lender or Issuing Bank is a partnership (and not a participating Lender) and one or more partners of such Lender or Issuing Bank are claiming the portfolio interest exemption, such Lender or Issuing Bank shall provide a U.S. Tax Compliance Certificate, in substantially the form of Exhibit E-4, as applicable, on behalf of such beneficial owner(s) in lieu of requiring each beneficial owner to provide its own certificate; or

(v) any other documentation prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax on payments under this Agreement and the other Loan Documents executed together with such supplementary documentation as may be pre-scribed by applicable Law to permit the applicable withholding agent to determine the withhold-ing or deduction required to be made.

To the extent a Lender or Issuing Bank is a U.S. Person, such Lender or Issuing Bank shall deliver to the Borrower and the Ad-ministrative Agent on or prior to the date on which such Lender or Issuing Bank becomes a Lender or Issuing Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent) two (2) executed copies of IRS Form W-9 certifying that such Lender or Issuing Bank is exempt from U.S. federal backup withholding Tax.

(g) Upon the reasonable request of the Borrower or the Administrative Agent, a Lender or Issuing Bank that is entitled to an exemption from or reduction of any applicable withholding Tax with respect to any payments under this Agreement or any other Loan Document shall deliver to the Borrower and the Administrative Agent such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent (in such number of copies as shall be reasonably requested by the Borrower or the Administrative Agent, as applicable) as will permit such payments to be made without withholding or at a reduced rate prior to the date on which such Lender or Issuing Bank becomes a Lender or Issuing Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent).

(h) If a payment made to any Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Recipient has complied with its obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for the purpose of this Section 2.16(h), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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(i) Each Lender and Issuing Bank agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so. Each Lender and Issuing Bank authorizes the Administrative Agent to deliver to the Borrower and to any successor Administrative Agent any documentation provided by such Lender or Issuing Bank to the Administrative Agent pursuant to this Section 2.16. Each Lender and Issuing Bank shall promptly notify the Borrower and the Administrative Agent at any time it determines that it is no longer legally eligible to provide any documentation previously delivered to the Borrower or the Administrative Agent.

(j) If the Administrative Agent is a U.S. Person, it shall, on or prior to the date on which it becomes the Administrative Agent, provide the Borrower with a properly completed and duly executed copy of IRS Form W-9 confirming that the Administrative Agent is exempt from U.S. federal backup withholding. If the Administrative Agent is not a U.S. Person, it shall, on or prior to the date on which it becomes the Administrative Agent, provide the Borrower with, (i) with respect to payments made to the Administrative Agent for its own account, a properly completed and duly executed IRS Form W-8ECI (or other applicable IRS Form W-8), and (ii) with respect to payments made to the Administrative Agent for the account of any Lender or Issuing Bank, a properly completed and duly executed IRS Form W-8IMY confirming that the Administrative Agent agrees to be treated as a U.S. Person for U.S. federal withholding Tax purposes. The Administrative Agent shall, (A) promptly upon the obsolescence, expiration, inaccuracy or invalidity of any form previously delivered by the Administrative Agent under this clause (j), and (B) at such other times as may be reasonably requested by the Borrower or as required by Law, deliver promptly to the Borrower an updated form or other appropriate documentation (in such number of copies as shall be reasonably requested by the Borrower) or promptly notify the Borrower in writing of its legal ineligibility to do so. Notwithstanding anything in this clause (j) to the contrary, the Administrative Agent shall not be required to provide any documentation pursuant to this clause (j) that the Administrative Agent is unable to deliver as a result of a Change in Law after the date of this Agreement.

(k) Notwithstanding anything in this Section 2.16 to the contrary, no Lender or Issuing Bank shall be required to provide any form or other documentation that it is not legally eligible to provide.

(l) The agreements in this Section 2.16 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

Section 2.17 Obligation to Mitigate. Each Lender and Issuing Bank agrees that, as promptly as practicable after the officer of such Lender or Issuing Bank responsible for administering its Loans or Letters of Credit becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender or Issuing Bank to receive payments under Section 2.16, it will, to the extent not inconsistent with the internal policies of such Lender or Issuing Bank and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Loans or Letter of Credit through another office of such Lender or Issuing Bank, or (b) take such other measures as such Lender or Issuing Bank may deem reasonable, if the additional amounts which would otherwise be required to be paid to such Lender or Issuing Bank pursuant to Section 2.16 would be reduced and if, as determined by such Lender or Issuing Bank in its sole discretion, the making, funding or maintaining of such Loans or Letter of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or Letter of Credit or the interests of such Lender or Issuing Bank; provided that such Lender or Issuing Bank will not be obligated to utilize such other office or take such other measures pursuant to this Section 2.17 unless the Borrower agrees to pay all incremental expenses incurred by such Lender or Issuing Bank as a result of utilizing such other office or taking such other measures as described above. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender or Issuing Bank to the Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error. The Borrower shall pay such Lender or Issuing Bank the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

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Section 2.18 Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a)(i) any Lender (an “Increased Cost Lender”) shall give notice to the Borrower that such Lender is entitled to receive payments under Section 2.16, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 8.1, the consent of Required Lenders, shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased Cost Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 8.6 (each a “Replacement Lender”) and the Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased Cost Lender or a Non-Consenting Lender; provided that, (A) on the date of such assignment, such Terminated Lender shall have received payment from the Replacement Lender or the Borrower in an amount equal to the sum of (1) the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (2) all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (B) in the case of any such assignment resulting from a claim for compensation under Section 2.16, such assignment will result in a material reduction in such compensation and on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.16; or otherwise as if it were a prepayment; and (C) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 8.6; provided that each party hereto agrees that an assignment required pursuant to this Section 2.18 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 8.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 8.6.

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Section 2.19 Extension of Maturity Date. The Borrower may, in its sole discretion, by written notice to the Administrative Agent (who shall promptly deliver notify the Lenders) delivered on or prior to the date that is five (5) Business Days prior to the Initial Maturity Date, request to extend the Initial Maturity Date to the date that is no later than six (6) months after the Initial Maturity Date (the “Extended Maturity Date”), and the Initial Maturity Date shall be extended to the Extended Maturity Date upon the delivery of such written notice; provided that (a) on or prior to the Initial Maturity Date, the Borrower shall have paid to each Lender a fee equal to 2.5% multiplied by the sum of (i) the aggregate principal amount of the Loans plus (ii) the face amount of all Letters of Credit, of such Lender as of the effective date of such extension, (b) no Default or Event of Default shall have occurred and be continuing on the date of delivery of such notice or on the Initial Maturity Date, (c) the representations and warranties contained in Section 3 shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation and warranty is and shall be true and correct in all respects) as of the Initial Maturity Date (except in the case of any representation or warranty which expressly relates to a given date or period, in which case, such representation and warranty shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is and shall be true and correct in all respects) as of the respective date or for the respective period, as the case may be) and (d) and the Borrower shall have provided a certificate confirming compliance with clauses (b) and (c) above. The Borrower may, in its sole discretion, by written notice to the Administrative Agent (who shall promptly deliver notify the Lenders) delivered on or prior to the date that is five (5) Business Days prior to the Extended Maturity Date, request to extend the Extended Maturity Date to the date that is no later than six (6) months after the Extended Maturity Date (the “Second Extended Maturity Date”), and the Extended Maturity Date shall be extended to the Second Extended Maturity Date upon the delivery of such written notice; provided that (A) on or prior to the Extended Maturity Date, the Borrower shall have paid to each Lender a fee equal to 2.5% multiplied by the sum of (1) the aggregate principal amount of the Loans plus (2) the face amount of all Letters of Credit, in each case, of such Lender as of the effective date of such second extension, (B) no Default or Event of Default shall have occurred and be continuing on the date of delivery of such notice or on the Extended Maturity Date, (C) the representations and warranties contained in Section 3 shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation and warranty is and shall be true and correct in all respects) as of the Extended Maturity Date (except in the case of any representation or warranty which expressly relates to a given date or period, in which case, such representation and warranty shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is and shall be true and correct in all respects) as of the respective date or for the respective period, as the case may be) and (D) and the Borrower shall have provided a certificate confirming compliance with clauses (B) and (C) above. The Borrower may, in its sole discretion, by written notice to the Administrative Agent (who shall promptly deliver notify the Lenders) delivered on or prior to the date that is five (5) Business Days prior to the Second Extended Maturity Date, request to extend the Second Extended Maturity Date to the date that is no later than six (6) months after the Second Extended Maturity Date (the “Final Maturity Date”), and the Second Extended Maturity Date shall be extended to the Final Maturity Date upon the delivery of such written notice; provided that (I) on or prior to the Second Extended Maturity Date, the Borrower shall have paid to each Lender a fee equal to 2.5% multiplied by the sum of (x) the aggregate principal amount of the Loans plus (y) the face amount of all Letters of Credit, in each case, of such Lender as of the effective date of such third extension, (II) no Default or Event of Default shall have occurred and be continuing on the date of delivery of such notice or on the Second Extended Maturity Date,(III) the representations and warranties contained in Section 3 shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation and warranty is and shall be true and correct in all respects) as of the Second Extended Maturity Date (except in the case of any representation or warranty which expressly relates to a given date or period, in which case, such representation and warranty shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is and shall be true and correct in all respects) as of the respective date or for the respective period, as the case may be) and (IV) and the Borrower shall have provided a certificate confirming compliance with clauses (II) and (III) above.

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SECTION 3. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent, the Lenders and the Issuing Bank to enter into this Agreement and to make the Loans and issue any Letters of Credit respectively, and to the extent required pursuant to Section 4.1(k), the Borrower and DRP, on their own behalf and on behalf of their respective Subsidiaries, hereby represents and warrants to the Administrative Agent and each Lender that:

Section 3.1 Financial Condition. The unaudited condensed balance sheet of FIP as at March 31, 2025, and the related unaudited condensed statement of operations for the fiscal period then ended, copies of which have heretofore been filed on FIP’s Form 10-Q, in each case, present fairly in all material respects the financial condition of FIP and its consolidated subsidiaries as at such date, and the results of operations of FIP and its consolidated subsidiaries for the fiscal period then ended. Such financial statements, including the related schedules thereto, if any, have been prepared in accordance with GAAP applied consistently throughout the period involved (except as disclosed therein and subject to normal year-end adjustments and the absence of footnote disclosures).

Section 3.2 No Change. Since May 16, 2025, there has been no development or event that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.3 Existence; Compliance with Law. The Borrower, DRP and each of their respective Subsidiaries (a) is duly incorporated, organized or formed, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its incorporation, organization or formation, (b) has the organizational power and authority, and all requisite Permits from Governmental Authorities, to own and operate its Property to the extent and in the manner currently operated, to lease the Property it leases as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization or body corporate and in good standing under the laws of each jurisdiction (if applicable) where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except, in the case of clause (a) with respect to any Subsidiary of the Borrower or DRP other than the Loan Parties and in the cases of clauses (b), (c) and (d) above, to the extent that failure of the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.4 Power; Authorization; Enforceable Obligations. Each Loan Party has the requisite corporate or other organizational power and authority to make, deliver and perform the Loan Documents to which it is a party. Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party. No material consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority is required in connection with the borrowings hereunder, the granting of Security Interests pursuant to the Security Documents or the execution, delivery or performance of this Agreement or any of the other Loan Documents, except (a) those consents, authorizations, filings and notices that have been obtained or made and are in full force and effect or are being obtained on the Closing Date, including from the issuer of the Bonds, and (b) the filings or other actions referred to in Section 3.19. Each Loan Document has been or, with respect to Loan Documents being delivered pursuant to Section 5.5 hereof, will be duly executed and delivered on behalf of each Loan Party that is a party thereto and constitutes (or, as applicable, will constitute) a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

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Section 3.5 No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the borrowings hereunder and the use of the proceeds thereof will not contravene, violate or result in a breach of or default under any Requirement of Law or any Contractual Obligation of the Borrower, DRP or any of their respective Subsidiaries, other than any violation that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and will not result in, or require, the creation or imposition of any Security Interest on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Security Interests created by the Security Documents).

Section 3.6 No Material Litigation. Except as set forth on Schedule 3.6, no litigation, action, suit, claim, dispute, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the Loan Parties’ Knowledge, threatened by or against the Borrower, DRP or any of their respective Subsidiaries or against any of their respective properties (i) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) purport to affect or pertain to any of the Loan Documents or any of the transactions contemplated hereby or thereby.

Section 3.7 No Default. No Default or Event of Default has occurred and is continuing. None of the Borrower, DRP or any of their respective Subsidiaries is in default under or with respect to any Contractual Obligation that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided that such representation and warranty shall not apply in respect of the Material Project Contracts, which are instead the subject of the representation and warranty in Section 3.21.

Section 3.8 Ownership of Property; Security Interests. The Borrower, DRP and each of their respective Subsidiaries has title in fee simple or good and valid title, as the case may be, to, or a valid leasehold interest in, or easements or other limited property interests in, or a valid license of or other right to use, all its real or immoveable property necessary in the ordinary conduct of its business, and good title to, or a valid leasehold interest in, or valid license of or other right to use, all its other Property necessary for the conduct of its business as currently conducted, in each case except where the failure to have such title, interest, license or right would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and none of such Property is subject to any Security Interest except as permitted by Section 5.3. Schedule 3.8 sets forth a complete and accurate description of all real property that comprises land, and all material real property that does not compromise land, in each case, owned, leased or otherwise held by the Loan Parties as of the Closing Date.

Section 3.9 Intellectual Property. The Borrower, DRP and each of their respective Subsidiaries owns, or is licensed or otherwise has the right to use, all Intellectual Property necessary for the conduct of its business as currently conducted except to the extent such failure would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, and the Borrower does not know of any valid basis for any such claim, except to the extent that any such claim would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the Loan Parties’ Knowledge, the use of Intellectual Property by the Borrower, DRP and any of their respective Subsidiaries does not infringe on the Intellectual Property rights of any Person, except for such infringements which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.10 Taxes. The Borrower, DRP and each of their respective Subsidiaries has filed or caused to be filed all tax returns that are required to have been filed and has paid all Taxes due and payable by it (including in its capacity as a withholding agent) other than (a) any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower, DRP or such Subsidiary or (b) where the failure to make such filing, payment, deduction, withholding, collection or remittance would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

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Section 3.11 Federal Regulations. No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used, directly or indirectly, for any purpose that violates the provisions of Regulations T, U or X.

Section 3.12 Labor Matters. There are no strikes or other labor disputes against the Borrower, DRP or any of their respective Subsidiaries pending or, to the Loan Parties’ Knowledge, threatened that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All payments due from the Borrower, DRP or any of their respective Subsidiaries on account of employee health and welfare insurance that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of the Borrower, DRP or such Subsidiary.

Section 3.13 ERISA. As of the date hereof, there are no Pension Plans or Multiemployer Plans. None of the Borrower, DRP or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA, except as would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the underlying assets of the Borrower, DRP and their respective Subsidiaries do not constitute “plan assets” of any Benefit Plan.

Section 3.14 Investment Company Act. None of the Borrower, DRP or any of their respective Subsidiaries is an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.15 Subsidiaries. As of the Closing Date (after giving effect to the transactions to occur on the Closing Date), DRP and the Borrower have no Subsidiaries other than those listed on Schedule 3.15.

Section 3.16 Use of Proceeds. The proceeds of the Loans and Letters of Credit shall be used for the purposes set forth in Section 2.3.

Section 3.17 Environmental Matters. Other than (a) as disclosed in Schedule 3.17 or (b) exceptions to any of the following that would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect:

(a) The Borrower, DRP and each of their respective Subsidiaries and each of their respective facilities: (i) are in compliance with all applicable Environmental Laws; (ii) hold or otherwise have rights under all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them; (iii) are in compliance with all of their Environmental Permits and (iv) have taken reasonable steps to ensure each of their Environmental Permits will be timely maintained, renewed and complied with by the Borrower, DRP or any of their respective Subsidiaries with activities or property subject to such Environmental Permit.

(b) Hazardous Materials are not present at, on, under, in, or emanating from any property now or, to the Loan Parties’ Knowledge, formerly owned, leased or operated by the Borrower, DRP or any of their respective Subsidiaries, or, to the Loan Parties’ Knowledge, at any other location (including any location to which Hazardous Materials have been sent for reuse or recycling or for treatment, storage, or disposal) which would reasonably be expected to (i) give rise to liability of the Borrower, DRP or any of their respective Subsidiaries under any applicable Environmental Law or otherwise result in costs to the Borrower, DRP or any of their respective Subsidiaries, or (ii) interfere with the Borrower’s, DRP’s or any of their respective Subsidiaries’ continued operations.

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(c) There are no Environmental Claims to which the Borrower, DRP or any of their respective Subsidiaries is named as a party that is pending or, to the Loan Parties’ Knowledge, threatened in writing. To the Loan Parties’ Knowledge, there are no facts or circumstances that would reasonably be expected to give rise to any such Environmental Claim.

(d) None of the Borrower, DRP or any of their respective Subsidiaries has received any written request for information from a Governmental Authority, or been notified that it is a potentially responsible party or subject to liability under or relating to the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980 or any other Environmental Law, or with respect to any Hazardous Materials, excluding any such matters that have been fully resolved with no further obligation or liability on the part of the Borrower, DRP or any of their respective Subsidiaries.

(e) None of the Borrower, DRP or any of their respective Subsidiaries has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral or other form of dispute resolution, relating to compliance with or liability under any Environmental Law, excluding any such matters that have been fully resolved with no further obligation or possible liability on the part of the Borrower, DRP or any of their respective Subsidiaries.

Section 3.18 Accuracy of Information, Etc. No statement or information contained in this Agreement, any other Loan Document, or any other document, certificate or written statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so furnished), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not materially misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount.

Section 3.19 Security Documents. Each of the Security Documents is or, with respect to Security Documents being delivered pursuant to Section 5.5 hereof (if any), will be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof to secure the Obligations. The security interest created in favor of the Collateral Agent for the benefit of the Secured Parties in Collateral constitutes or, with respect to Security Documents being delivered pursuant to Section 5.5 hereof (if any), will constitute a fully perfected Security Interest on, and Security Interest in, all right, title and interest of the Loan Parties in the Collateral and the proceeds thereof, in which a security interest may be perfected by filing a Mortgage or financing statement in the United States or other filing or registration in any applicable non-U.S. jurisdiction or by taking the other actions required by the Security Documents as security for the Obligations, in each case, prior and superior in right to any other Person (other than Persons holding Security Interests or other encumbrances or rights that are Permitted Security Interests and are permitted by this Agreement to be incurred pursuant to Section 5.3).

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Section 3.20 Solvency. As of the Closing Date, after giving effect to the funding of any Term Loans to be made on such date and the completion of all other transactions to occur on such date the Borrower, DRP and their respective Subsidiaries, taken as a whole, are Solvent.

Section 3.21 No Default Under Material Project Contracts. After giving effect to the Transactions and the payment, from the proceeds of the Transactions received on the Closing Date, of amounts incurred under the Material Project Contracts prior to the Closing Date, none of the Borrower, DRP or any of their respective Subsidiaries is in default under any Material Project Contract (as defined in the Collateral Agency Agreement) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As of the Closing Date and immediately prior to giving effect to the Transactions, (i) there are no disputes between DRP, the Borrower and the DRP Subsidiaries with any counterparty to a Material Project Contract other than the payments described on Schedule 5.29(b), (ii) to the Loan Parties’ knowledge, the counterparties to Material Project Contracts described on Schedule 5.29(b) will accept cash payment of such overdue amounts as a cure and (iii) after giving effect to the payment of the amounts described on Schedule 5.29(b) on or within two Business Days after the Closing Date, to the Loan Parties’ Knowledge, none of the Borrower, DRP or any of their respective Subsidiaries will be in default under any Material Project Contract.

Section 3.22 Anti-Money Laundering and Anti-Corruption Laws; Sanctions.

(a) To the extent applicable, the Borrower, DRP and each of their respective Subsidiaries is in compliance, in all material respects, with all applicable financial recordkeeping and reporting requirements of (i) the PATRIOT Act and (ii) the applicable anti-money laundering statutes of jurisdictions where the Borrower, DRP and each of their respective Subsidiaries conducts business, the rules and regulations thereunder administered or enforced by any Governmental Authority (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any Governmental Authority involving the Borrower, DRP or any of their respective Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the Loan Parties’ Knowledge, threatened.

(b) No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977 (the “FCPA”), or otherwise in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any applicable anti-corruption laws. None of the Borrower, DRP or any of their respective Subsidiaries or any director or officer thereof, nor, to the Loan Parties’ Knowledge, any employee, agent, Affiliate or representative thereof, has taken or will take any action in furtherance of an offer, payment, promise to pay or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or, to the Loan Parties’ Knowledge, indirectly, to any government official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for public office) in order to influence official action, or to any Person in violation of the FCPA or any applicable anti-corruption laws. The Borrower, DRP and each of their respective Subsidiaries have conducted their businesses in compliance in all material respects with the FCPA and applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein.

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(c) None of the Borrower, DRP or any of their respective Subsidiaries or any director or officer thereof, nor, to the Loan Parties’ Knowledge, any employee, agent, Affiliate or representative of the Borrower, DRP or any of their respective Subsidiaries, is a Person that is, or is 50% or more owned, individually or in the aggregate, or controlled by one or more Persons that are, (i) on the list of “Specially Designated Nationals and Blocked Persons,” (ii) the target of any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury (collectively, “Sanctions”) or (iii) located, organized or ordinarily resident in a country, region or territory that is the target of comprehensive Sanctions (as of the date of this Agreement, the Crimea, the so-called Luhansk People’s Republic the so-called Donetsk People’s Republic the non-government controlled Zaporizhzhia and Kherson regions of Ukraine, Cuba, Iran, Syria and North Korea); and the Borrower will not directly or knowingly indirectly use the proceeds of the Loans or lend, contribute or otherwise make available such proceeds to any Person (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the target of Sanctions, in each case in violation of Sanctions or (B) in any other manner that will result in a violation of Sanctions by any Person that is a party to this Agreement.

(d) As of the date hereof, any Beneficial Ownership Certification regarding the beneficial ownership of the Borrower provided to any Lender pursuant to the Beneficial Ownership Regulation is accurate in all material respects.

Section 3.23 Insurance. The properties of the Borrower, DRP and their respective Subsidiaries are insured with financially sound and reputable insurance companies that are not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower, DRP or their applicable Subsidiaries operate. Schedule 3.23 sets forth a true and correct list of all insurance policies of the Loan Parties as of the Closing Date.

SECTION 4. CONDITIONS PRECEDENT

Section 4.1 Closing Date. This Agreement, the agreement of each Lender to make the Term Loans on the Closing Date and the agreement of the Issuing Bank to issue the Letter of Credit on the Closing Date are subject to the satisfaction or waiver, on or prior to the Closing Date, of the following conditions precedent:

(a) Loan Documents. The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer or signatory of the Borrower, each Lender and the Issuing Bank and (ii) the Collateral Agency Agreement, executed and delivered by a duly authorized officer or signatory of each Loan Party and the Collateral Agent. Each Lender that has requested a Note in accordance with Section 2.4(c) shall have received a Note executed by a Responsible Officer of the Borrower in favor of such Lender.

(b) Security Documents. Subject in all respects to the final paragraph of this Section 4.1 and the limitations set forth in the Collateral Agency Agreement, the Administrative Agent shall have received (i) each of the Collateral Agency Agreement, Security Agreement, Pledge Agreement, Account Control Agreement (each as defined in the Collateral Agency Agreement), each Intellectual Property Short Form Agreement substantially in the form attached as Annex 4 to the Security Agreement and each other Security Documents required to be delivered prior to or on the date hereof by the terms of the Collateral Agency Agreement, duly executed by each applicable Loan Party party thereto and the Collateral Agent and (ii) evidence that all actions (if any) (including the filing of Uniform Commercial Code financing statements, filings with the United States Patent and Trademark Office and United States Copyright Office and delivery to the Collateral Agent of the certificates and instruments required to be delivered pursuant to the Security Documents) required by the Security Documents or under applicable law or reasonably requested by the Administrative Agent to perfect the Liens created by such Security Documents have been completed.

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(c) Fees and Expenses. The Borrower shall have paid (or the initial Lenders and/or the Administrative Agent shall withhold from the proceeds of the Term Loans on the Closing Date), all fees due and payable as of the Closing Date pursuant to Section 2.8 to the Administrative Agent (for distribution, as appropriate, to the Lenders), and all expenses required to be paid pursuant to Section 8.5 for which reasonably detailed invoices have been presented at least three (3) Business Days prior to the Closing Date (or such shorter period reasonably agreed by the Borrower) (which amounts may be offset against the proceeds of the Term Loans).

(d) Solvency Certificate. The Lenders shall have received a solvency certificate, substantially in the form of Exhibit C, executed by a Responsible Officer of the Borrower.

(e) Lien Searches. The Administrative Agent shall have received the results of recent Uniform Commercial Code, Tax and judgment lien searches in each relevant jurisdiction reasonably requested by the Administrative Agent with respect to the Borrower, DRP and each DRP Subsidiary.

(f) Corporate Authorization Documents. The Administrative Agent shall have received (i) a certificate of the Borrower, DRP and each DRP Subsidiary, dated the Closing Date and executed by a secretary, assistant secretary or other Responsible Officer thereof, which shall (A) certify that (1) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization (including, if applicable, any certificates of incorporation on a change of name) of the Borrower, DRP and each DRP Subsidiary, certified by the relevant authority of its jurisdiction of organization or incorporation, (2) such certificate or articles of incorporation, formation or organization (including, if applicable, any certificates of incorporation on a change of name) of the Borrower, DRP and each DRP Subsidiary attached thereto have not been amended (except as attached thereto) since the date reflected thereon, (3) attached thereto is a true and correct copy of the bylaws or operating, management, partnership or similar agreement of the Borrower, DRP and each DRP Subsidiary, together with all amendments thereto as of the Closing Date and such bylaws or operating, management, partnership or similar agreement are in full force and effect and (4) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, shareholders or other applicable governing body authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories (including, if applicable, any attorneys) of the Borrower, DRP and each DRP Subsidiary authorized to sign the Loan Documents to which each of the Borrower, DRP and each DRP Subsidiary is a party on the Closing Date and (ii) a good standing (or equivalent) certificate as of a recent date for the Borrower, DRP and each DRP Subsidiary from the relevant authority of its jurisdiction of organization (to the extent applicable).

(g) Legal Opinion. The Administrative Agent shall have received, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, a legal opinion of (x) Skadden, Arps, Slate, Meagher & Flom LLP, New York and Delaware counsel to the Loan Parties and (y) Gibbons P.C., New Jersey counsel to the Loan Parties.

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(h) Bonds Issuance; Closing Date Refinancing. Each of (i) the Closing Date Refinancing (other than with respect to the Affiliate Credit Agreement) and (ii) the issuance of the Bonds shall have been consummated prior to, or shall be consummated substantially concurrently with, the initial borrowing of the Term Loans.

(i) PATRIOT Act. The Administrative Agent and the Lenders shall have received, at least three (3) Business Days prior to the Closing Date, to the extent requested sufficiently in advance thereof, all documentation and other information with respect to the Borrower, DRP and the DRP Subsidiaries required, in the reasonable judgment of the Administrative Agent and the Lenders, for the satisfactory completion of or compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been reasonably requested in writing by the Administrative Agent, at least ten (10) Business Days prior to the Closing Date. To the extent the Borrower, DRP or any DRP Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, either the Administrative Agent or any Lender that has requested, in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower as required by the Beneficial Ownership Regulation, shall have received at least three (3) Business Days prior to the Closing Date such certification.

(j) Officer’s Certificate. The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower, certifying as to the matters set forth in clauses (l), (m), (n), (o) and (r) of this Section 4.1.

(k) Funding Notice. The Administrative Agent shall have received a fully executed and delivered Funding Notice in accordance with the terms of Section 2.1(b)(i).

(l) Representations and Warranties. The representations and warranties contained in Section 3 shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation and warranty is and shall be true and correct in all respects) as of the Closing Date (except in the case of any representation or warranty which expressly relates to a given date or period, in which case, such representation and warranty shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is and shall be true and correct in all respects) as of the respective date or for the respective period, as the case may be).

(m) No Default. No Event of Default has occurred and is continuing or would result from the making of the Term Loans or the issuance of the Letter of Credit on the Closing Date.

(n) No Material Adverse Effect. Since May 16, 2025, there has been no development or event that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(o) Governmental and Third-Party Approvals. DRP, the Borrower and the DRP Subsidiaries have all necessary licenses and permits or other governmental authorizations or approvals required to date to carry on its business and to construct and operate their respective facilities, except where the failure to have any such license, permits, or governmental authorizations or approvals would not reasonably be expected to have a Material Adverse Effect.

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(p) Mortgage Documents. The Administrative Agent shall have received with respect to any Mortgaged Property: (i) copies of all leases (and amendments thereto) in which DRP, the Borrower or a DRP Subsidiary holds the lessee’s interest in such Mortgaged Property; (ii) customary corporate consents in order for the owner or holder of the leasehold interest constituting such mortgaged property to grant the lien contemplated by the Mortgage with respect to such Mortgaged Property, each in form and substance reasonably acceptable to the Administrative Agent; (iii) a Mortgage encumbering such Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent; (iv) with respect to each Mortgage, a policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring against actual loss or damage, subject to the exclusions and exceptions from coverage, arising from the Lien of such Mortgage not being a valid first mortgage Lien on the Mortgaged Property described therein (subject to Permitted Security Interests) in an amount reasonably acceptable to the Administrative Agent, which policy (or such marked up commitment) (each, a “Title Policy”) shall (A) be issued by a nationally recognized title insurance company (the “Title Company”), (B) have been supplemented by such endorsements to the extent available in the applicable jurisdiction at commercially reasonable rates, as shall be reasonably requested by the Administrative Agent, and (C) contain no exceptions to title other than Permitted Security Interest or any other matters to which the Administrative Agent or the Secured Parties do not object; (v) surveys with respect to each such Mortgaged Property previously delivered to the Administrative Agent; provided, however, that a new survey shall not be required to the extent that (x) an existing survey together with an “affidavit of no change” satisfactory to the Title Company is delivered to the Title Company and (y) the Title Company removes the standard survey exception and provides reasonable and customary survey related endorsements and other similar coverages in the applicable Title Policy; (vi) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each such Mortgaged Property and, if any improvements on any such Mortgaged Property are located within an area designated by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area,” a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and evidence of flood insurance as required under Section 5.4 hereof; (vii) such affidavits, certificates, information and instruments of indemnification (including a so-called “gap” indemnification, if required by the Title Company) as shall be required to induce the Title Company to issue the Title Policy/ies and endorsements contemplated above; (viii) evidence reasonably acceptable to the Administrative Agent of payment by the Borrowers of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policy/ies contemplated above; (ix) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located regarding the enforceability of each such Mortgage and such other matters as may be reasonably requested by the Administrative Agent and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due execution and delivery, the corporate formation, existence and good standing of the applicable Loan Party, and such other matters as may be reasonably requested by the Administrative Agent, in each case, in form and substance reasonably satisfactory to the Administrative Agent; and (x) a memorandum of lease with respect to each leasehold interest of a Loan Party at the Mortgaged Property, duly executed and acknowledged by the parties to such lease, and in recordable form, together with evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all recording taxes, fees, charges, costs and expenses required for the recording of such memorandum of lease.

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(q) Insurance. The Administrative Agent shall have received Schedule 3.23.

(r) Project Accounts. Prior to, or substantially concurrently with, the initial funding of the Term Loans and the issuance of the Letter of Credit on the Closing Date: (i) all Project Accounts (as defined in the Collateral Agency Agreement) shall be established and shall be subject to the Security Interest of the Collateral Agent under the Security Documents for the benefit of the Secured Parties and (ii) the Debt Service Reserve Account shall be funded (including with the proceeds of the Term Loans borrowed or Letters of Credit issued on the Closing Date) in an amount equal to 100% of the sum of net interest, scheduled fees (other than fees that constitute operating expenses) and required amortization payments, if any, in respect of the Term Loans reasonably anticipated to be due and payable over the six-month period commencing on the Closing Date (it being agreed that on the Closing Date such amount shall not exceed $6,000,000).

Notwithstanding anything herein to the contrary, it is understood that, other than with respect to any UCC Filing Collateral (as defined below) and, subject to Section 5.8, Stock Certificates (as defined below), to the extent any Security Interest on any Collateral is not or cannot be provided or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, the delivery and/or provision of and/or perfection of a Security Interest on such Collateral shall not constitute a condition precedent to the availability of the Term Loans on the Closing Date, but instead shall be required to be delivered after the Closing Date in accordance with Section 5.5. For purposes of this paragraph, “UCC Filing Collateral” means Collateral, including Collateral constituting investment property, for which a security interest can be perfected by filing a UCC financing statement. “Stock Certificates” means Collateral consisting of certificates representing capital stock or other equity interests of each Subsidiary for which a security interest can be perfected by delivering such certificates, (together with a stock power or similar instrument of transfer endorsed in blank for the relevant certificate).

For the purposes of determining satisfaction of the conditions precedent specified in this Section 4.1, the Administrative Agent may conclusively assume that each Lender that has funded its applicable percentage of the Term Loans and, with respect to the Issuing Bank, has issued the Letter of Credit, has accepted, and is satisfied with, each document or other matter required under Section 4.1.

SECTION 5. COVENANTS

The Borrower and DRP, on their own behalf and on behalf of their respective Subsidiaries, hereby agree that, so long as the Termination Conditions have not been satisfied, the Borrower and DRP shall and shall cause each of the Subsidiaries of the Borrower and DRP to:

Section 5.1 Financial Statements. Furnish to the Administrative Agent for delivery to each Lender:

(a) not later than one hundred and twenty (120) days after the end of each fiscal year of the Borrower, beginning with the fiscal year ending December 31, 2025, a copy of the unaudited balance sheet of the Borrower as at the end of such year and the related unaudited statements of operations, changes in member’s equity and cash flows for such year, setting forth in each case in comparative form the figures as of the end of and for the previous year;

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(b) not later than ninety (90) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, beginning with the fiscal quarter ending June 30, 2025, (i) the unaudited condensed balance sheet of the Borrower as at the end of such quarter, setting forth in comparative form the figures as at the end of the corresponding period in the previous year, and (ii) the unaudited condensed statement of operations for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous year, certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes); and

(c) for any fiscal quarter that the Financial Covenant set forth in Section 5.25 is tested, concurrently with the delivery of the financial statements required by Sections 5.1(a) and (b), a compliance certificate reasonably demonstrating compliance with such Financial Covenant.

Financial statements, segment information and other information required to be delivered pursuant to this Section 5.1, Section 5.2 or Section 5.7 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such information, or provides a link thereto, on the website of FIP, the Borrower or the U.S. Securities and Exchange Commission or (ii) on which such information is posted on behalf of the Borrower on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a government, commercial or third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent upon its request until a request to cease delivering paper copies is given by the Administrative Agent and (B) except in the case of the foregoing clause (ii), the Borrower shall notify the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for maintaining its copies of such documents.

Section 5.2 Construction Reports; Other Information. Furnish to the Administrative Agent for delivery to each Lender promptly: (i) on a monthly basis, each monthly construction report that is required to be delivered to the Disclosure Dissemination Agent (as defined in the Collateral Agency Agreement) within the time periods and containing such information as required by that certain Continuing Disclosure Agreement, dated as of May 28, 2025 by and among the Borrower and the Digital Assurance Certification LLC (as dissemination agent) entered into in connection with the Bonds, (ii) from time to time such other customary information regarding the operations, business affairs and financial condition of the Loan Parties and their Subsidiaries and their compliance with the terms of any Loan Document, in each case, as the Administrative Agent may reasonably request (for itself or on behalf of any Lender) and (iii) information and documentation reasonably requested by the Administrative Agent, any Issuing Bank or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering laws.

The Borrower hereby acknowledges that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to Section 5.1 or this Section 5.2 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrower has not clearly and conspicuously marked “PUBLIC” shall not be posted on that portion of the Platform designated for such Public Lenders. The Borrower agrees to use commercially reasonable efforts to clearly designate all information provided to the Administrative Agent by or on behalf of the Borrower which is suitable to make available to Public Lenders. If the Borrower has not indicated whether a document or notice delivered pursuant to this paragraph contains Non-Public Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive Non-Public Information with respect to the Borrower, DRP and their respective Subsidiaries and their securities (“Private Side Information”). Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected to receive Private Side Information in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States federal and state securities laws, to make reference to communications that are not made through the “Public” portion of the Platform and that may contain Non-Public Information.

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Section 5.3 Collateral Agency Agreement. Comply with each of the covenants and agreements set forth in Article X of the Collateral Agency Agreement as in effect as of the Closing Date; provided that for purposes of this Agreement, (x) the term “Collateral Agent” in the Collateral Agency Agreement shall refer to both the Collateral Agent and the Administrative Agent for purposes of this covenant, (y) the covenant under this Section 5.3 shall remain in effect as in effect as of the Closing Date regardless of whether the Collateral Agency Agreement or any document referred to therein is terminated, amended, waived or otherwise modified unless the Required Lenders shall have consented to such termination, amendment, waiver or other modification in accordance with Section 8.1 and (z) references in Article X of the Collateral Agency Agreement to the Collateral Agency Agreement or such other document shall be deemed to refer to the Collateral Agency Agreement or such other document, in each case, as in effect on the Closing Date unless the Required Lenders shall have consented to such termination, amendment, waiver or other modification in accordance with Section 8.1. The Borrower shall deliver to the Administrative Agent, at the earlier of (x) the respective times required for delivery to the Collateral Agent and the Bond Trustee under Article X of the Collateral Agency Agreement and (y) the date such delivery is actually made to the Collateral Agent and the Bond Trustee, each report, financial statement, certificate, information or other document that is required to be delivered or furnished to the Collateral Agent and the Bond Trustee under Article X of the Collateral Agency Agreement.

Section 5.4 Insurance.

(a) The Borrower will, and will cause each of its and DRP’s respective Subsidiaries to, maintain, with financially sound and reputable (in the good faith judgment of its management) insurance companies, insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of the Borrower, DRP and DRP’s respective Subsidiaries in such amounts (after giving effect to any self-insurance reasonably satisfactory to the Administrative Agent) as reasonable and customary for similarly situated Persons in the same or similar businesses as the Borrower, DRP and their respective Subsidiaries and against such risks as are customarily maintained by companies of same or similar reputation engaged in the same or similar businesses operating in the same or similar locations and such insurance coverage will comply in all material respects with the insurance requirements to which the Borrower, DRP and their respective Subsidiaries are subject under the Material Project Contracts; provided that notwithstanding the foregoing, none of the Borrower, DRP or their respective Subsidiaries shall be required to obtain or maintain insurance that is more restrictive than the insurances specified in Schedule 3.23. The Borrower will furnish to the Lenders, upon reasonable request of the Administrative Agent (but not more frequently than once per fiscal year), information in reasonable detail as to the insurance so maintained. All such insurance (other than with respect to directors and officers and worker’s compensation) shall name the Collateral Agent as an additional insured or loss payee, as applicable.

(b) If any Building or Mobile Home (each as defined by the Flood Insurance Laws) encumbered by a Mortgage is at any time located in an area identified by the Federal Emergency Management Agency (or a successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent.

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Section 5.5 Post-Closing Covenant. Take the actions (if any) set forth on Schedule 5.5 within the time periods specified therein. So long as the applicable Loan Parties shall have complied with the immediately preceding sentence, the covenants, representations and warranties contained in this Agreement and the other Loan Documents in respect of any action described on Schedule 5.5 shall not be deemed violated solely due to the fact that any such action was not taken as of the Closing Date (so long as any such covenant, representation and warranty with respect to any such action shall be true and correct in all material respects as of the date such action is taken (or was required to be taken as set forth in Schedule 5.5 (or such later time as the Administrative Agent may have agreed to)))).

Section 5.6 Inspection of Property; Books and Records; Discussions; Reports.

(a) Upon the request of the Administrative Agent or the Required Lenders, participate in a meeting or conference call with the Administrative Agent and the Lenders once during each fiscal quarter at such time as may be agreed to by the Borrower and the Administrative Agent (provided that the requirements of this clause (a) shall be satisfied by the Borrower providing the Lenders with access to any earnings call for such fiscal quarter with the holders of the capital stock or other equity interests of the Borrower).

(b) Permit representatives of the Administrative Agent to visit and inspect any of its properties (subject to compliance by such Person with all applicable policies, procedures, standards and practices in effect from time to time at the Repauno Port & Rail Terminal (or the site within which it is located), including applicable security protocols and entry conditions, which may include, for example, identity verification, valid and current TWIC clearance, background checks, vehicle screening, site safety training, and compliance with personal protective equipment requirements) and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and as often as may reasonably be desired (but the Administrative Agent may not have more than one visit per any twelve (12) month period except during an Event of Default), upon reasonable advance notice to the Borrower, and to discuss the business, operations, properties and financial and other condition of the Borrower, DRP and the Borrower’s and DRP’s Subsidiaries with officers and employees of the Borrower, DRP and the Borrower’s and DRP’s Subsidiaries and with their independent certified public accountants (and the Borrower will be given the opportunity to participate in any such discussions with such independent certified accountants). Any such inspection shall be at the Administrative Agent’s sole cost and expense unless an Event of Default has occurred and is continuing at the time of such inspection, in which event the Borrower shall reimburse the Administrative Agent for its reasonable, actual out-of-pocket costs and expenses.

(c) Notwithstanding anything to the contrary in this Section 5.6, none of the Borrower and its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or its representatives) is prohibited by any Requirement of Law or any binding agreement (provided that, with respect to any prohibition by any binding agreement, the Borrower shall attempt to obtain consent to such disclosure if requested by the Administrative Agent) or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

(d) The Borrower shall promptly deliver to the Administrative Agent copies of all reports of the Technical Advisor (as defined in the Collateral Agency Agreement) for the applicable Project (as defined in the Collateral Agency Agreement) (if any) received by such the Borrower, DRP, or any of their respective Subsidiaries, but without duplication of the monthly reporting materials delivered pursuant to Section 5.2.

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Section 5.7 Notices. Promptly after obtaining knowledge of the same, give notice to the Administrative Agent of:

(a) the occurrence of any Default or Event of Default, followed by, as soon as practicable (and in any event, within five (5) Business Days following delivery of such notice), a statement of a Responsible Officer of the Borrower setting forth details of such Default or Event of Default and the action which the Borrower has taken and proposes to take with respect thereto;

(b) any dispute, claim, litigation, investigation or proceeding (i) affecting the Borrower, DRP or any of their respective Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (ii) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby;

(c) the following events, promptly and in any event within thirty (30) days after the Borrower knows of same: (i) the occurrence of any Reportable Event with respect to any Pension Plan that is currently sponsored or maintained by the Borrower or any Commonly Controlled Entity or to which the Borrower or any Commonly Controlled Entity is obligated to make contributions, a failure to make any required contribution to a Pension Plan that is not corrected within ten (10) days, the creation of any Security Interest in favor of the PBGC or a Pension Plan, any withdrawal from a Multiemployer Plan that is reasonably expected to result in the imposition of withdrawal liability, or the termination or Insolvency of any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination or Insolvency of, any Pension Plan or Multiemployer Plan;

(a) promptly and in any event within 30 days after obtaining knowledge thereof, any development, event, occurrence or condition, including, without limitation, noncompliance with, or liability under, any Environmental Law, or the Release or threatened Release of Hazardous Materials, that could reasonably be expected to (i) give rise to a material Environmental Claim or (ii) result in the payment, accrual or incurrence by the Borrower or any of its Subsidiaries of a Material Environmental Amount;

(e) any amendment, restatement, waiver, termination or other modification of the Collateral Agency Agreement or any Security Document (as defined in the Collateral Agency Agreement);

(f) any other development or event that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(g) any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein;

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(h) promptly (and, in any event, within five (5) Business Days after Loan Parties’ Knowledge thereof) notice of (i) any termination, suspension, notice of default or other material notice given to or received by the Borrower, DRP or any of their respective Subsidiaries under any Material Project Contract or any notice of default, or other material violation by the Borrower, DRP or any of their respective Subsidiaries under any Material Project Contract, (ii) any amendment of, supplement to or modification of any Material Project Contract, or any event, circumstance or occurrence, which could, in either case, reasonably be expected to impair or affect either the Borrower’s, DRP’s or any of their respective Subsidiaries’ or the relevant counterparty’s performance of its material obligations or lead the Borrower, DRP or any of their respective Subsidiaries or any other party thereto to terminate any Material Project Contract, or (iii) any notice delivered by a party to a Material Project Contract in respect of an event of Force Majeure (howsoever called) under such Material Project Contract or any other event entitling a party thereto to suspend performance of any obligation thereunder;

(i) promptly (and, in any event, within three (3) Business Days after the Loan Parties’ Knowledge thereof) notice of the occurrence of (i) any Asset Sale resulting in Net Proceeds received by the Borrower, DRP or any of their respective Subsidiaries of $1,000,000 or more in any fiscal year or (ii) any Asset Sale or series of related Asset Sales resulting in Net Proceeds received by the Borrower, DRP or any of their respective Subsidiaries of $500,000 or more, in each case, the Net Proceeds of which are required to be repaid in accordance with Section 2.11(a); and

(j) promptly (and, in any event, within two (2) Business Days after the occurrence thereof), the occurrence of the Commercial Operations Date.

Each notice pursuant to this Section 5.7 shall be accompanied, if applicable, by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower or the relevant Subsidiary has taken or proposes to take (if applicable) with respect thereto.

Section 5.8 Further Assurances.

(a) Execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such instruments, documents and agreements and take such other actions as may be required under applicable Law, or that may be reasonably requested by the Administrative Agent for carrying out the expressed intentions of this Agreement, including as may be reasonably necessary or desirable for establishing, maintaining, assuring, conveying, granting, assigning, securing, perfecting and confirming the liens granted, purported or intended to be granted to the Collateral Agent under the Security Documents, and to cause such liens to secure the Obligations for the benefit of the Secured Parties. Without limiting the foregoing, (i) to the extent that any Security Document requires that notice or other document be delivered to the Collateral Agent, copies of such notices and documents shall be delivered to the Administrative Agent at the earlier of the time required for delivery to the Collateral Agent and the actual delivery to the Collateral Agent (or such later time as is agreed by the Administrative Agent) and (ii) to the extent that the Collateral Agent shall have discretion under the Security Documents, or the Security Documents otherwise contemplate that the Collateral Agent shall be entitled to make a request or approve a document or action (or other similar provision), the Administrative Agent shall also have a right to make such request and approve such document or action. The Borrower shall ensure that at all times the Loan Documents and the Obligations evidenced thereby constitute secured first lien (subject to Permitted Security Interest) obligations of the Borrower ranking in priority of payment at least pari passu with all other Indebtedness of the Borrower whether now existing or hereafter outstanding in accordance with the Collateral Agency Agreement.

(b) If any DRP Subsidiary that is not a “Pledgor” under the Pledge Agreement creates, acquires or otherwise forms any Subsidiary, the Borrower shall cause such DRP Subsidiary to promptly execute and deliver a joinder to the Pledge Agreement in form and substance satisfactory to the Collateral Agent and the Pledge Agreement shall be amended to reflect such joinder pursuant to an amendment in a form and substance reasonably satisfactory to the Administrative Agent.

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Section 5.9 Compliance with Laws; Governmental Approvals; Etc. Other than (a) as disclosed on Schedule 3.17 or (b) exceptions to any of the following that would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, the Borrower shall, and shall cause DRP and each of the DRP Subsidiaries to:

(a) comply with, and shall ensure that the its operations and properties are operated in compliance with, all applicable Laws, including Environmental Laws, as and when required.

(b) (i) comply, and require all tenants and subtenants, if any, to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits, (ii) obtain and renew all material Environmental Permits necessary for its operations to the extent in operation, and (iii) conduct any investigation, study, sampling and testing of, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up Hazardous Materials from the Mortgaged Property required to be conducted by or on behalf of the Borrower, DRP and any DPR Subsidiary (as applicable) in connection with the Transactions and the Project by any Governmental Authority under all Environmental Laws; provided, however, that this clause (iii) shall not create or impose any obligation on the Borrower, DRP or any DRP Subsidiary to conduct any investigation, study, sampling or testing of, or to undertake any cleanup, removal, remedial or other action to remove or clean up any Hazardous Materials from the Mortgaged Property, but shall solely operate to require the Borrower, DRP or any DRP Subsidiary, as applicable, if and to the extent it should be subject to such an obligation, to perform such obligation in accordance with all Environmental Laws; and provided, further, that none of the Borrower, DRP or any DRP Subsidiary shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP; and

(c) (i) obtain, renew and keep in full force and effect, and comply with, all material Permits, and Governmental Approvals under existing rules of a Governmental Authority (including Environmental Laws), that are required to be obtained by or on behalf of the Borrower, DRP and any DRP Subsidiary (as applicable) in connection with the Transactions and the Project, (ii) in all material respects and at all times obtain and maintain in full force and effect all other material Governmental Approvals, consents and approvals required at any time in connection with its operations as conducted from time to time that are required to be obtained by or on behalf of the Borrower, DRP and any DRP Subsidiary (including, with respect to the ownership of the Project) and (iii) in all material respects and at all times preserve and maintain good and valid title to its properties and assets (subject to no Security Interest other than Permitted Security Interests and any Asset Sale permitted by Section 5.20).

Section 5.10 Proposed Modifications. On or prior to the date that is fifteen (15) Business Days (or such later date as the Required Lenders shall reasonably agree) before the effectiveness of a Proposed Modification, the Borrower will deliver to the Administrative Agent a notice setting forth in reasonable detail the contents thereof.

Section 5.11 Use of Proceeds. Use the proceeds of the Loans and Letters of Credit only for those purposes set forth in Section 2.3.

Section 5.12 Plans. Not establish, maintain, operate or contribute to any Pension Plan, Multiemployer Plan or Foreign Employee Benefit Plan (other than a government-sponsored plan).

Section 5.13 Anti-Money Laundering and Anti-Corruption Laws; Sanctions. In the case of the Borrower, comply in all material respects with the Laws referred to in Section 3.17.

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Section 5.14 Maintenance of Properties. Maintain and preserve all of its tangible properties that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear, casualty and condemnation excepted, and will from time to time make or cause to be made all appropriate repairs, renewals and replacement thereof except, in each case, where failure to do so would not reasonably be expected to result in a Material Adverse Effect.

Section 5.15 Payment of Taxes. File or cause to be filed all tax returns that are required to be filed and pay all Taxes due and payable by it (including in its capacity as a withholding agent) other than (a) any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower, DRP or such Subsidiary or (b) where the failure to make such filing, payment, deduction, withholding, collection or remittance would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 5.16 Maintenance of Existence; Project. Throughout the term of this Agreement, other than in connection with a transfer or change permitted pursuant to the applicable Issuer Lease Agreement (as defined in the Collateral Agency Agreement) or other Financing Document (as defined in the Collateral Agency Agreement), the Collateral Agency Agreement, the Borrower, DRP and each DRP Subsidiary shall each respectively maintain (a) its legal existence, (b) its good standing and qualification to do business in the State and in every jurisdiction where such qualification is required by applicable Law, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect, and (c) shall maintain or cause to be maintained all material rights, franchises, privileges and consents necessary for the maintenance of its existence and (in respect of any of the Borrower, DRP and any of the DRP Subsidiaries that performs a Project (as defined in the Collateral Agency Agreement)) for the development, operation and maintenance of such Project, except to the extent the Borrower, DRP or such DRP Subsidiary reasonably determines that the failure to maintain any such rights, franchises, privileges and consents would not reasonably be expected to result in a Material Adverse Effect. In connection with any of the Borrower, DRP and any of their respective Subsidiaries that performs a Project, each of the Borrower, DRP or any such Subsidiary (as applicable) shall (i) operate all of its material properties, assets and equipment that are used or useful in the conduct of its business, or cause the same to be operated, in each case, in all material respects, in accordance with applicable Laws and the Material Project Contracts, and (ii) operate and maintain the Project or, cause the same to be operated and maintained in a manner in accordance in all material respects with the Material Project Contracts and applicable Laws.

Section 5.17 Project Accounts. DRP shall, or shall cause one or more of the Borrower or the DRP Subsidiaries to, establish and maintain, without duplication, each applicable Fund (as defined in the Collateral Agency Agreement) or Account (as defined in the Collateral Agency Agreement), including the Project Accounts (as defined in the Collateral Agency Agreement) and other accounts required from time to time by the Security Documents, and shall not maintain or permit to be maintained any other accounts of the Borrower, DRP or the DRP Subsidiaries, other than (i) accounts used exclusively as payroll and payroll tax accounts, workers’ compensation and other employee wage and benefit payment and trust accounts, (ii) any special purpose account that holds only cash or securities collateral that is subject to a Permitted Security Interest, (iii) any account that is subject to an Account Control Agreement (as defined in the Collateral Agency Agreement) in form and substance reasonably satisfactory to the Collateral Agent and (iv) as otherwise permitted or contemplated in this Agreement, the applicable Bond Indenture or the Loan Documents. The Borrower and DRP shall, or shall cause one or more of the DRP Subsidiaries to comply with the provisions of the Article V of the Collateral Agency Agreement including with respect to the required deposits to be made into, and funding requirements in connection with, each Project Account (and sub-accounts, as applicable).

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Section 5.18 O&M Budget. Not less than thirty (30) days prior to the Commercial Operations Date and thereafter thirty (30) days before the commencement of each fiscal year of the Borrower, the Borrower shall submit to the Administrative Agent an O&M Budget for such fiscal year (or portion of the current fiscal year in the case of initial O&M Budget) of the Borrower (together with a certificate of a Responsible Officer of the Borrower that such document has been prepared in good faith and are based upon reasonable assumptions), in each case, in a form reasonably satisfactory to the Administrative Agent.

Section 5.19 Restriction on New Projects. None of the Borrower, DRP or any DRP Subsidiary shall initiate or consent to any new Project (as defined in the Collateral Agency Agreement) the cost of which would reasonably be expected to exceed $50,000,000, unless (a) such new Project is funded with the proceeds of Additional Equity Contributions (as defined in the Collateral Agency Agreement) and/or grant funding, (b) the Borrower, DRP or any DRP Subsidiary certifies in its reasonable opinion that: (1) such new Project is not reasonably expected to result in a Material Adverse Effect, (2) such new Project is not expected to have a material adverse effect on the operation, performance, value or remaining useful life of the applicable Borrower, DRP or DRP Subsidiary’s Project (if any) and the payment of amounts in respect of the Bonds, and (3) adequate funds are and are expected to be available to complete construction of such new Projects, and (c) such new Project is otherwise permitted by applicable Law; provided however that to the extent that grant funds are provided for any new Project otherwise complying with the terms of this Section 5.19, if the Borrower, DRP and the DRP Subsidiaries fail to comply with the terms and conditions of such grant funding and a Governmental Authority is seeking reimbursement of all or a portion of such funding, such Project shall cease to be permitted pursuant to this Section 5.19. Notwithstanding the foregoing, this Section 5.19 shall not operate to prevent the performance of any Project for the purpose of complying with applicable Law.

Section 5.20 Restriction on Asset Sales. None of the Borrower, DRP, or their respective Subsidiaries shall engage in any Asset Sale, other than Permitted Sales and Dispositions (as defined in the Collateral Agency Agreement) (other than those Asset Sales described in clauses (a), (c) and (m) thereof).

Section 5.21 Restriction on Distributions; Dividends. None of the Borrower, DRP, or their respective Subsidiaries shall declare or pay dividends or make any distributions, except (i) to the extent required to consummate the transactions on the Closing Date or (ii) to any other Loan Party; provided that this restriction shall not be deemed to preclude the Borrower, DRP, or their respective Subsidiaries from paying Project Costs or making any O&M Expenditures (each as defined in the Collateral Agency Agreement).

Section 5.22 Restriction on Indebtedness. None of the Borrower, DRP, or their respective Subsidiaries shall incur any Indebtedness of the type described in clause (a) of the definition thereof (other than the Bonds and Indebtedness incurred pursuant to this Agreement).

Section 5.23 Transaction with Affiliates. The Borrower and DRP shall conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under the Loan Documents with any of their Affiliates on terms, taken as a whole, that are no less favorable to such Loan Party or such Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate, other than: (i) transactions among or between the Loan Parties, (ii) distributions or dividends permitted by Section 5.21, (iii) customary asset management and liability and expense sharing arrangements with Affiliates, (iv) director, officer and employee compensation (including bonuses) and customary other benefits (including retirement, health, stock option and other benefit plans) and customary indemnification arrangements and severance agreements, (v) the entering into of any tax sharing agreement or arrangement or other transaction undertaken in good faith for the purpose of improving the consolidated tax efficiency of the Borrower, DRP and their respective Subsidiaries; provided that any payment of any dividends or distributions pursuant thereto shall be permitted only to the extent otherwise be permitted under Section 5.20, (vi) any contribution to the capital of the Borrower, DRP or their respective Subsidiaries and (vii) any other transaction with an Affiliate, which is approved by a majority of disinterested members of the managing member or board of directors (or equivalent governing body) of the Borrower, DRP or their respective Subsidiaries.

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Section 5.24 Swap Agreements. Each of the Borrower and DRP will not, and will not permit any Subsidiary to, enter into any Swap Agreement.

Section 5.25 Financial Covenant. Commencing with the first full fiscal quarter following the Commercial Operations Date and as of the last Business Day of each fiscal quarter thereafter, the Borrower shall maintain a Total Debt Service Coverage Ratio (as defined in and calculated in accordance with the Collateral Agency Agreement) of at least 1.15:1.00 for the previous four consecutive fiscal quarters.

Section 5.26 Change in Nature of Business, Etc.

(a) None of the Borrower, DRP or any DRP Subsidiary shall engage in any business, operations or activity other than (i) owning and operating the Repauno Port & Rail Terminal, and continuing to develop or cause the development of the site on which it is located pursuant to the applicable Master Redevelopment Agreement between DRP and Greenwich Township and the sub-project agreements relating thereto (together with any subsequent reasonable extensions thereof and similar, incidental, complementary, ancillary or related businesses), if as a result the general nature of the business of the Borrower or any DRP Subsidiary would be changed in any material respect from the general nature of the business engaged in by it as of the Closing Date (together with any similar, incidental, complementary, ancillary or related businesses) and (ii) exercising its rights and performing its obligations under each Loan Document to which it is a party and the Collateral Agency Agreement (and any transactions permitted thereunder).

(b) None of the Borrower, DRP or any DRP Subsidiary shall make any change in its accounting or reporting or financial reporting practices, except as required by GAAP and which changes are disclosed in writing to the Administrative Agent. None of the Borrower or any DRP Subsidiary shall change its financial year end.

(c) None of the Borrower, DRP or any DRP Subsidiary shall change its legal, trade or business name or principal place of business without providing the Administrative Agent fifteen (15) Business Days’ prior written notice (or such later date as the Required Lenders may reasonably agree).

(d) None of the Borrower, DRP or any DRP Subsidiary shall commence any proceeding for the dissolution, liquidation or winding-up of itself or for the suspension of its operation or to appoint a receiver, a receiver and manager or trustee for itself or for any substantial part of its respective assets which is material to the conduct of its business or any proceeding relating to it under any bankruptcy, insolvency, reorganization, arrangement or readjustment of debt law or statute of any jurisdiction whether now or hereafter in effect or approve of or acquiesce in any such proceeding.

Section 5.27 Material Project Documents; Etc. None of the Borrower, DRP or any DRP Subsidiary shall cancel, terminate, assign or make any material amendment or modification to the Issuer Lease Agreement (as defined in the Collateral Agency Agreement) or any Material Project Contract (and with respect to each of the foregoing, shall not consent or agree to any counterparty thereto doing so), except that the Borrower, DRP or such applicable Subsidiary may amend or modify any Material Project Contract, if such amendment or modification (i) is in the best interest of the Borrower, DRP or such applicable Subsidiary, not materially adverse to the interest of the Lenders hereunder and would not reasonably be expected to result in a Material Adverse Effect, or (ii) to make ministerial or administrative changes or changes of an immaterial nature.

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Section 5.28 Collateral Assignment of Material Project Contracts. Each Loan Party acknowledges that it has collaterally assigned all of its right, title and interest in and to each Material Project Contract to which it is a party to the Collateral Agent pursuant to, and to the extent required by, the Security Agreements or this Agreement. Each Loan Party covenants and agrees that, with respect to each Material Contract in effect on the Closing Date or to the extent that it enters into any Material Project Contract after the applicable Closing Date, then with respect to such Material Project Contract, such Loan Party shall use reasonable good faith efforts to require each party to any such Material Project Contract to execute and deliver to the Collateral Agent an acknowledgment of the collateral assignment, containing substantially the same language or language to similar effect as set forth on Exhibit L to the Collateral Agency Agreement.

Section 5.29 Affiliate Credit Agreement; Material Project Contracts. The Administrative Agent shall have received satisfactory evidence that (a) on or prior to the date that is five (5) Business Days after the Closing Date, all indebtedness under the Affiliate Credit Agreement shall have been repaid in full, (b) on or prior to the date that is two (2) Business Days after the Closing Date, all payments owed under any Material Project Contract as of the Closing Date and specified in Schedule 5.29(b), shall have been paid in full and (c) on or prior to the date that is thirty (30) days after the Closing Date (or such later date as may be reasonably agreed by the Required Lenders), each of the counterparties to a Material Project Contract specified in Schedule 5.29(b) has acknowledged that such payment default has been cured and DRP, the Borrower and the DRP Subsidiaries shall use commercially reasonable efforts to have delivered such evidence within five (5) Business Days of the Closing Date.

SECTION 6. EVENTS OF DEFAULT

Section 6.1 Events of Default. Each of the following events shall constitute an “Event of Default”:

(a) the Borrower shall fail to pay any principal of any Loan when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan, or any other amount payable hereunder or under any other Loan Document, within five (5) Business Days after any such interest or other amount becomes due in accordance with the terms hereof or thereof (it being understood that drawings on the Debt Service Reserve Account will not constitute a Default or an Event of Default); or

(b) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been materially inaccurate on or as of the date made or deemed made; or

(c) the Borrower shall default in the observance or performance of any agreement contained in Sections 5.7(a), 5.10, 5.19, 5.20, 5.21, 5.22, 5.23, 5.23, 5.24, 5.25, 5.26(a), (b) and (d), 5.27, 5.29 and Sections 10.2, 10.4, 10.5, clauses (b), (c), (h), (m), (p), (y), (u), (w), (x), (y), (z), (aa) and (bb) of 10.08, 10.10, 10.11, 10.13, 10.18 and 10.23 of the Collateral Agency Agreement; or

(d) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in clauses (a) through (c) of this Section 6.1), and such default shall continue unremedied for a period of thirty (30) days after the earlier of (i) the date on which the Borrower delivers notice pursuant to Section 5.7(a) and (ii) the date on which the Borrower has received written notice of such default from the Administrative Agent; or

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(e) the Borrower, DRP or any DRP Subsidiary shall (i) default in making any payment of any principal of any Indebtedness (excluding the Loans) on the scheduled due date with respect thereto; (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than (A) the voluntary sale or transfer of any asset securing such Indebtedness, (B) a drawing by a beneficiary under a letter of credit that gives rise to a reimbursement obligation in respect thereof in accordance with the terms of such Indebtedness and (C) an issuance of capital stock, incurrence of other Indebtedness or sale or other disposition of any assets, in each case that gives rise to mandatory prepayment with the net cash proceeds thereof, so long as such event shall not have otherwise resulted in an event of default with respect to such Indebtedness), the effect of which default or other event or condition is to cause, or with respect to any Indebtedness, to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; provided that a default, event or condition described in subclauses (i), (ii) or (iii) of this clause (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in subclause (i), (ii) and (iii) of this clause (e) shall have occurred and be continuing with respect to Indebtedness, with respect to any individual transaction, the outstanding principal amount of which exceeds $15,000,000; or

(f) (i) the Borrower or any Subsidiary of the Borrower or DRP shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, examinership, reorganization, arrangement or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding‑up, liquidation, dissolution, composition, examinership or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator, receiver and manager, liquidator, sequestrator, monitor, examiner, or other similar official for it or for all or any substantial part of its assets, or the Borrower or any Subsidiary of the Borrower or DRP shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any Subsidiary of the Borrower or DRP any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged, unstayed or unbonded for a period of seventy-five (75)days; or (iii) there shall be commenced against the Borrower or any Subsidiary of the Borrower or DRP any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been paid, vacated, discharged, stayed or bonded pending appeal within seventy-five (75) days from the entry thereof; or (iv) the Borrower or any Subsidiary of the Borrower or DRP shall consent to, approve of, or acquiesce in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any Subsidiary of the Borrower or DRP shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

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(g) (1)(i) any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Pension Plan, (ii) any failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, whether or not waived, shall exist with respect to any Pension Plan, or any Security Interest in favor of the PBGC or a Pension Plan shall arise on the assets of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Pension Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Pension Plan for purposes of Title IV of ERISA, (iv) any Pension Plan shall terminate for purposes of Title IV of ERISA or (v) the Borrower or any Commonly Controlled Entity shall incur any liability in connection with a withdrawal from, or the Insolvency of, a Multiemployer Plan; and in each case in clauses (i) through (v) above, such event or condition results in or would reasonably be expected to result in a Material Adverse Effect; or (2) the underlying assets of any Loan Party constitute “plan assets” of any Benefit Plan that would reasonably be expected to result in liability to any Lender; or

(h) one or more judgments or decrees shall be entered against the Borrower, DRP or any Subsidiary of the Borrower or DRP involving for the Borrower, DRP or any Subsidiary of the Borrower or DRP taken as a whole a liability (to the extent not paid or covered by insurance as to which the relevant insurance company has not denied coverage in writing) of $15,000,000 or more, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal within ninety (90) days from the entry thereof; or

(i) any (i) material provision of any Loan Document shall for any reason (other than pursuant to, and in accordance with, the terms thereof) cease to be in full force and effect, or the Borrower or any other Loan Party shall so assert in writing, and (ii) of the Security Documents shall cease, for any reason (other than by reason of the express release thereof pursuant to Section 8.20 or the terms thereof), to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert in writing, or any Security Interest created by any of the Security Documents shall cease for any reason (other than by reason of the express release thereof pursuant to Section 8.20 or the terms thereof) to be valid, a perfected (subject to Permitted Security Interest) Security Interest in the Collateral to the extent contemplated hereby or thereby, enforceable and of the same effect and priority purported to be created thereby with respect to any of the Collateral, or to secure the Obligations for the benefit of the Secured Parties, or any Loan Party or any Affiliate of any Loan Party shall so assert in writing; or

(j) a Change of Control shall occur; or

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(k) (i) any Material Project Contract (other than a Specified Material Project Contract or an Applicable Material Project Contract), or any material provision thereof, ceases to be in full force and effect prior to its scheduled expiration date or otherwise in accordance with its terms, and the occurrence of such event could reasonably be expected to result in a Material Adverse Effect, (ii) any Specified Material Project Contract, or any material provision thereof, ceases to be in full force and effect prior to its scheduled expiration date or otherwise in accordance with its terms, except if the Borrower (or applicable Loan Party) has, within thirty (30) days after the Loan Party’s Knowledge thereof, either (A) entered into a binding substitute agreement to replace the affected Specified Material Project Contract with a counterparty not less experienced than the counterparty to be replaced (or less creditworthy, in the case of any contractor), and on terms substantially not less favorable to the Borrower (or applicable Loan Party) than the terms of the Specified Material Project Contract to be replaced, which substitute agreement and counterparty shall be reasonably satisfactory to the Required Lenders, or (B) provided a plan for such Specified Material Project Contract to be replaced (which plan must be reasonably satisfactory to the Required Lenders) and then replaces the affected Specified Material Project Contract on terms substantially not less favorable to the Borrower (or applicable Loan Party) and with a replacement party not less experienced than the counterparty to be replaced (or less creditworthy, in the case of any contractor), provided that, if the Borrower is proceeding with diligence and in good faith to replace the Specified Material Project Contract in accordance with the plan, then such thirty (30) day period shall be extended by an additional fifteen (15) days, as shall be necessary to replace such Specified Material Project Contract, or (iii) any Applicable Material Project Contract, or any material provision thereof, ceases to be in full force and effect prior to its scheduled expiration date or otherwise in accordance with its terms, except with the prior written consent of the Required Lenders (not to be unreasonably withheld, conditioned or delayed, and to the extent applicable, which consent shall take into account any potential delays in achieving the Commercial Operation Date in accordance with the Issuer Lease Agreement (as defined in the Collateral Agency Agreement); or

(l) the Commercial Operations Date shall not have been achieved as of March 31, 2027.

If any Event of Default shall have occurred and be continuing, then, and in any such event, (A) if such event is an Event of Default specified in subclause (i) or (ii) of clause (f) above with respect to the Borrower, the Term Loan Commitment and the Letter of Credit Commitment, as applicable, of each Lender to make Term Loans and issue a Letter of Credit shall automatically terminate, the Term Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents shall automatically and immediately become due and payable and any undrawn Letters of Credit shall be cash collateralized in an amount at least equal to 102% of the amount of such LC Exposure, (B) if such event is any other Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Term Loan Commitment of each Lender to make Term Loans to be terminated, and declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable and (C) the Administrative Agent may exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law.

Section 6.2 Application of Proceeds. All payments on account of the Obligations after the exercise of remedies pursuant to Section 6.1, and subject to the Collateral Agency Agreement, all proceeds collected or received by the Administrative Agent upon any collection, sale, foreclosure or other realization upon any Collateral (including any distribution pursuant to a plan of reorganization), including any Collateral consisting of cash, shall be applied as follows:

FIRST, to the payment of all fees, costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

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SECOND, to the payment in full of all Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and

THIRD, subject to the provisions of any applicable intercreditor agreement or collateral agency agreement, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

In addition, in the event that the Administrative Agent receives any non-cash distribution upon any collection, sale, foreclosure or other realization upon any Collateral, such non-cash distribution shall be allocated in the manner described above, with the value of such non-cash distribution being reasonably determined by the Administrative Agent; provided that the Administrative Agent shall apply any cash distribution in accordance with this Section 6.2 prior to application of any such non-cash distribution. The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement.

SECTION 7. THE ADMINISTRATIVE AGENT

Section 7.1 Appointment and Authority.

(a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints Deutsche Bank Trust Company Americas to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 7.1 are solely for the benefit of the Administrative Agent and the Lenders, and none of the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions (except as provided in Section 7.6 and Section 7.12(e) below).

(b) EACH LENDER ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE COLLATERAL AGENCY AGREEMENT AND HEREBY AUTHORIZES THE ADMINISTRATIVE AGENT, AND THE ADMINISTRATIVE AGENT HEREBY AGREES, TO EXECUTE AND DELIVER THE COLLATERAL AGENCY AGREEMENT AND BE BOUND AS A SECURED DEBT REPRESENTATIVE (AS DEFINED THEREIN). EACH LENDER FURTHER HEREBY AGREES THAT IT WILL BE BOUND BY THE COLLATERAL AGENCY AGREEMENT AND HEREBY APPOINTS THE COLLATERAL AGENT AS COLLATERAL AGENT FOR SUCH LENDER PURSUANT TO THE COLLATERAL AGENCY AGREEMENT. EACH LENDER ACKNOWLEDGES AND AGREES THAT THE ADMINISTRATIVE AGENT MAY PROVIDE THE CERTIFICATIONS REQUIRED BY THE COLLATERAL AGENCY AGREEMENT (INCLUDING PURSUANT TO SECTION 2.05 OF THE COLLATERAL AGENCY AGREEMENT) AS AND WHEN NEEDED.

Section 7.2 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have, to the extent it is also a Lender hereunder, the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

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Section 7.3 Exculpatory Provisions. The Administrative Agent and the Lead Arranger shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent and the Lead Arranger:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law;

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its respective Affiliates in any capacity;

(d) shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8.1 and 6.1) and the Administrative Agent shall be fully justified in failing or refusing to take such action under this Agreement or such other Loan Document if it shall not have received such written instruction, advice or concurrence of the Required Lenders or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents or (ii) in the absence of its own gross negligence, bad faith or willful misconduct as determined by a final, non-appealable decision of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower or a Lender;

(e) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Security Interest purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, (vi) perfecting, maintaining, monitoring, preserving or protecting the security interest or Security Interest (including the priority thereof) granted under this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, (vii) the filing, re-filing, recording, re-recording or continuing of any document, financing statement, mortgage, assignment, notice, instrument of further assurance or other instrument in any public office at any time or times, (viii) providing, maintaining, monitoring or preserving insurance on or the payment of Taxes with respect to any of the Collateral or (ix) the satisfaction of any condition set forth in Section 4 or elsewhere herein;

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(f) shall not be required to qualify in any jurisdiction in which it is not presently qualified to perform its obligations as the Administrative Agent; and

(g) shall not be required to (i) expend or risk its own funds or provide indemnities in the performance of any of its duties hereunder or the exercise of any of its rights or powers, or (ii) otherwise incur any financial liability in the performance of its duties hereunder or the exercise of any of its rights or powers, except for such expense, indemnity or liability, if any, arising out of the Administrative Agent’s gross negligence, bad faith or willful misconduct in the performance of its duties hereunder or under any other Loan Document, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

No requirement in any Loan Document for a Loan Party to provide evidence, opinion, information, documentation or other material requested or required by the Administrative Agent shall be construed to mean that the Administrative Agent has any responsibility to request or require such evidence, opinion, information, documentation or other material. No Lender shall assert, and each Lender hereby waives, any claim against the Administrative Agent, including any predecessor agent, its sub-agents and their respective Affiliates in respect of any action taken or omitted to be taken by any of them, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof.

Section 7.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower or any Lender), independent accountants and other experts, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 7.5 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 7 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities as Administrative Agent.

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Section 7.6 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (not to be unreasonably withheld or delayed) unless an Event of Default under Sections 6.1(a) or (f) is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, with the consent of the Borrower (not to be unreasonably withheld or delayed) unless an Event of Default under Section 6.1(a) or (f) is continuing, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 7.6). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 7 and Section 8.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Section 7.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender, any other Issuing Bank or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each Issuing Bank also acknowledges that it has and will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis and its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) in participating as a Lender and/or an Issuing Bank, it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, in each case in the ordinary course of business, and not for the purpose of investing in the general performance or operations of the Borrower, or for the purpose of purchasing, acquiring or holding any other type of financial instrument such as a security (and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing, such as a claim under the federal or state securities laws), and (iii) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Section 7.8 [Reserved]

Section 7.9 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.8 and 8.5) allowed in such judicial proceeding; and

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(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.8 and 8.5.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender or in any such proceeding.

Section 7.10 Force Majeure. The Administrative Agent shall not be responsible for delays or failures to perform any act or fulfill any duty, obligation or responsibility as a result of any occurrence beyond its control. Such acts shall include, but not be limited to, any act of God, riots, wars, fires, earthquakes or other natural disasters, terrorism, provision of any present or future law or regulation, civil unrest, labor dispute, epidemic or pandemic, quarantine, national emergency, utility failure, computer hardware or software failure, malware or ransomware attack, communication system failure, unavailability of the Federal Reserve Bank wire or telex system or other applicable wire or funds transfer system, or unavailability of any securities clearing system.

Section 7.11 Withholding Taxes. To the extent required by any applicable Requirements of Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.16, each Lender or Issuing Bank shall severally indemnify the Administrative Agent against, and shall make payable in respect thereof within thirty (30) days after demand therefor, all Taxes and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender or Issuing Bank for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender or Issuing Bank failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), whether or not such Tax was correctly or legally imposed or asserted. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and Issuing Bank hereby authorizes the Administrative Agent to set off and apply all amounts at any time owing to such Lender or Issuing Bank under this Agreement or any other Loan Document or from any other source against any amount due the Administrative Agent under this Section 7.11. The agreements in this Section 7.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

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Section 7.12 Return of Certain Payments.

(a) If the Administrative Agent (x) notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party (any such Lender, Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Bank, Secured Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 7.12 and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Bank or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Lender, Issuing Bank, Secured Party or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, Issuing Bank or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:

(i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii) such Lender, Issuing Bank or Secured Party shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one (1) Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 7.12(b).

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For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 7.12(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 7.12(a) or on whether or not an Erroneous Payment has been made.

(c) Each Lender, Issuing Bank or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, Issuing Bank or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, Issuing Bank or Secured Party under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a).

(d)

(i) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Lender or Issuing Bank that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Bank at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender or Issuing Bank shall be deemed to have assigned its Loans or Letters of Credit (but not its Commitments), as applicable, with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans or Letter of Credit (but not its Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Acceptance (or, to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to a Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness of the foregoing assignment), (B) the Administrative Agent as the assignee Lender or Issuing Bank shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender or Issuing Bank shall become a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or Issuing Bank shall cease to be a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or Issuing Bank, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or Issuing Bank and such Commitments shall remain available in accordance with the terms of this Agreement.

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(ii) Subject to Section 8.6 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuing Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or Issuing Bank (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender or Issuing Bank (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender or Issuing Bank pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender or Issuing Bank from time to time.

(e) The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender, Issuing Bank or Secured Party, to the rights and interests of such Lender, Issuing Bank or Secured Party, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Borrower’s Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower; provided that this Section 7.12 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making such Erroneous Payment.

(f) To the extent permitted by applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of setoff or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations, agreements and waivers under this Section 7.12 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Section 7.13 ERISA.

(a) Each Lender and Issuing Bank (x) represents and warrants, as of the date such Person became a Lender or Issuing Bank party hereto, to, and (y) covenants, from the date such Person became a Lender or Issuing Bank party hereto to the date such Person ceases being a Lender or Issuing Bank party hereto, for the benefit of, the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:

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(i) such Lender or Issuing Bank is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, Letters of Credit or the Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s or Issuing Bank’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender or Issuing Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender or Issuing Bank to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender or Issuing Bank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s or Issuing Bank’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender or Issuing Bank.

(b) In addition, (I) unless subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or Issuing Bank or (II) if such subclause (i) is not true with respect to a Lender or Issuing Bank and such Lender or Issuing Bank has not provided another representation, warranty and covenant as provided in subclause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender or Issuing Bank party hereto, to, and (y) covenants, from the date such Person became a Lender or Issuing Bank party hereto to the date such Person ceases being a Lender or Issuing Bank party hereto, for the benefit of, the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent or any of its Affiliates is a fiduciary with respect to the assets of such Lender or Issuing Bank (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

(c) The Administrative Agent hereby informs the Lenders and Issuing Bank that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Lender or Issuing Bank or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

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SECTION 8. MISCELLANEOUS

Section 8.1 Amendments and Waivers.

(a) Neither this Agreement or any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 8.1. The Required Lenders, the Borrower and each other Loan Party which is a party to the relevant Loan Document may, or (with the written consent of the Required Lenders) the Administrative Agent, the Borrower and each other Loan Party which is a party to the relevant Loan Document may, from time to time, (x) enter into written amendments, supplements or modifications hereto and to the other Loan Documents (including amendments and restatements hereof or thereof) for the purpose of adding or removing any provisions to this Agreement or the other Loan Documents or changing in any manner the rights and obligations of the Lenders or of the Loan Parties hereunder or thereunder or (y) waive, on such terms and conditions as may be specified in the instrument of waiver, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall:

(i) forgive the principal amount of any Loan, extend the final scheduled date of maturity of any Loan, reduce the stated rate of any interest, fee or premium payable under this Agreement (except in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of the Required Lenders)) or extend the time for payment of any interest, fees or premium or increase the amount or extend the expiration date of any Commitment of any Lender, in each case without the consent of each Lender and Issuing Bank directly and adversely affected thereby;

(ii) amend, modify or waive any provision of this Section 8.1 or, except as contemplated by the last paragraph of this Section 8.1, reduce any percentage specified in the definition of Required Lenders or reduce the consent required under any provision pursuant to which the consent of Required Lenders is necessary, in each case without the consent of each Lender and Issuing Bank directly affected thereby;

(iii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents without the consent of each Lender and Issuing Bank;

(iv) amend, modify or waive any provision of Section 7, or any other provision affecting the rights, duties or obligations of the Administrative Agent, without the consent of the Administrative Agent;

(v) amend, modify or waive any provision of Section 2.6, or any other provision affecting the rights, duties or obligations of the Issuing Bank, without the consent of the Issuing Bank;

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(vi) amend, modify or waive any provision of Sections 2.11(a), (b) or (c) or Section 2.14 in a manner that would alter the pro rata sharing of payments required thereby, in each case, without the consent of each Lender directly affected thereby;

(vii) release all or substantially all of the Collateral in any transaction or series of related transactions without the written consent of each Lender, except (A) to the extent the release of such Collateral is permitted pursuant to the Security Documents (in which case such release may be made without the consent of any Lender) or (B) upon satisfaction of the Termination Conditions; or

(viii) (x) subordinate, or have the effect of subordinating, the Obligations to any other indebtedness, or (y) subordinate, or have the effect of subordinating, the liens securing the Obligations to liens securing any other indebtedness for borrowed money, in each case, without the consent of each Lender directly affected thereby;

provided, further, that (A) any Loan Document may be waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent (without the consent of any Lender) solely to grant a new Security Interest for the benefit of the Secured Parties or extend an existing Security Interest over additional property and (B) the consent of the Administrative Agent shall be required in connection with any amendment, waiver, supplement or modification to a Loan Document that alters the rights or responsibilities of the Administrative Agent.

Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and the Issuing Bank and shall be binding upon the Loan Parties, the Lenders, the Issuing Bank, the Administrative Agent and all future holders of the Loans or issuers of Letters of Credit. In the case of any waiver, the Loan Parties, the Lenders, the Issuing Bank and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Any such waiver, amendment, supplement or modification shall be effected by a written instrument signed by the parties required to sign pursuant to the foregoing provisions of this Section; provided that delivery of an executed signature page of any such instrument by facsimile or email transmission shall be effective as delivery of a manually executed counterpart thereof.

(b) Notwithstanding the foregoing:

(i) Any Security Document may be amended, supplemented or modified or any rights of the Collateral Agent thereunder waived, to the extent provided under the terms of the Collateral Agency Agreement.

(ii) Any Fee Letter may be amended, supplemented or modified by the parties thereto.

(iii) Any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, mistake, defect or inconsistency and such amendment shall be deemed approved by the Lenders and Issuing Bank if the Lenders and Issuing Bank shall have received at least five (5) Business Days’ prior written notice of such change and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders and Issuing Bank a written notice from the Required Lenders stating that the Required Lenders object to such amendment.

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Section 8.2 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by email, but not facsimile), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three (3) Business Days after being deposited in the mail, postage prepaid, or, in the case of email notice, when received, addressed (a) in the case of the Borrower and the Administrative Agent, as follows, (b) in the case of the Lenders and the Issuing Bank, at its primary address indicated to Administrative Agent in writing or, in the case of a Lender which becomes a party to this Agreement pursuant to an Assignment and Acceptance, in such Assignment and Acceptance or (c) in the case of any party, to such other address as such party may hereafter notify to the other parties hereto:

	The Borrower:	DRP Urban Renewal 4 LLC
		c/o FIG LLC
		111 West 19^th Street, 2^nd Floor
		New York, NY 10011
		Attention: Ken Nicholson, Chief Executive Officer
		Telephone: (212) 515-4644
		Email: [email protected]
		with a copy to: [email protected]

	with a copy to (which
	shall not constitute notice):	Skadden, Arps, Slate, Meagher & Flom LLP
		One Manhattan West
		New York, NY
		Attention: David Passes
		Telephone: 212-735-2954
		Email: [email protected]

	The Administrative Agent:	Deutsche Bank Trust Company Americas, as
		Administrative Agent
		Trust and Agency Services
		1 Columbus Circle, 4th Floor
		Mail Stop: NYC01-0417
		New York, NY 10019
		Attention: Project Finance Agency Services – Repauno Bridge Loan AA7901
		Facsimile: 646-961-3317

provided that any notice, request or demand to or upon the Administrative Agent or any Lender shall not be effective until received.

Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent, or the Borrower may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

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THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE MATERIALS AND/OR INFORMATION PROVIDED BY OR ON BEHALF OF THE BORROWER HEREUNDER (“BORROWER MATERIALS”) OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of materials and/or information provided by or on behalf of the Borrower hereunder through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

The parties agree that this Agreement or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Agreement or related hereto or thereto (including, without limitation, addendums, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable Law in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Administrative Agent acts on any Executed Documentation sent by electronic transmission, the Administrative Agent will not be responsible or liable for any losses, costs or expenses arising directly or indirectly form its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Administrative Agent shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Administrative Agent acting on unauthorized instructions and the risk of interception and misuse by third parties.

Section 8.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the Issuing Bank or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Section 8.4 Survival of Representations and Warranties. All representations and warranties made herein, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.

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Section 8.5 Payment of Expenses; Indemnification.

(a) The Borrower agrees (i) to pay or reimburse the Administrative Agent and the Lead Arranger for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Loans (other than fees payable to syndicate members) and the development, negotiation, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of a single law firm as counsel to the Administrative Agent, a single law firm as counsel to the Lead Arranger and Lenders, and one local counsel to the Administrative Agent in any relevant jurisdiction and the charges of any Platform, (ii) to pay or reimburse each Lender, the Issuing Bank, the Administrative Agent and the Lead Arranger, for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including all costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws, the reasonable and documented fees and disbursements of a single law firm as counsel to the Lenders and the Issuing Bank, taken as a whole, and a single law firm as counsel to the Administrative Agent and one local counsel to the Lenders, the Issuing Bank and the Administrative Agent taken as a whole in any relevant material jurisdiction (or, with respect to enforcement, any relevant jurisdiction) and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction, (iii) to pay or reimburse the Issuing Bank and the Administrative Agent for all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iv) to pay, indemnify or reimburse each Lender, the Issuing Bank, the Administrative Agent and the Lead Arranger, their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims (including Environmental Claims), actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (limited to, in the case of counsel, the reasonable and documented fees and disbursements of a single law firm as counsel to the Indemnitees taken as a whole and one local counsel to the Indemnitees taken as a whole in any relevant jurisdiction and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction); (provided that the Administrative Agent and its related Indemnitees shall be indemnified for all fees and disbursements of its own single law firm counsel and for one local counsel in any relevant jurisdiction) whether direct, indirect, special or consequential, incurred by an Indemnitee or asserted against any Indemnitee arising out of, in connection with, or as a result of (A) the execution, enforcement or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (B) any Loan or Letter of Credit or the use or proposed use of the proceeds thereof (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (C) any actual or alleged presence or Release of Hazardous Materials on, at, under or from any property owned, occupied or operated by the Borrower, DRP or any of their respective Subsidiaries, or any liability under any Environmental Law related in any way to the Borrower, DRP or any of their respective Subsidiaries or any of their respective properties, or (D) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party or any Loan Party’s affiliates, creditors or securityholders, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”), but excluding, in each case, Taxes other than any Taxes that represent Indemnified Liabilities, arising from a non-tax claim; provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (x) are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith, willful misconduct or, other than with respect to the Administrative Agent and its related Indemnitees, material breach of its obligations under this Agreement of such Indemnitee or (y) resulted from any dispute that does not involve an act or failure to act in violation with any agreement with the Lenders by the Borrower or any of its affiliates, shareholders, partners or other equity holders and that is brought by an Indemnitee against another Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent hereunder. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Loans. Without limiting the foregoing, and to the extent permitted by applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee other than those that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith, willful misconduct or, other than with respect to the Administrative Agent and its related Indemnitees material breach of its obligations under this Agreement of any Indemnitee. All amounts due under this Section 8.5 shall be payable not later than ten (10) days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to Ken Nicholson, (Telephone No. (212) 515-4644), at the address of the Borrower set forth in Section 8.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. The agreements in this Section 8.5 shall survive the termination of the Commitments and the repayment of the Loans and all other amounts payable hereunder and the resignation or replacement of the Administrative Agent.

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(b) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section 8.5 to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The Lender’s obligations under this Section 8.5(b) shall survive the resignation or replacement of the Administrative Agent.

Section 8.6 Successors and Assigns; Participations and Assignments.

(a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Administrative Agent, all future holders of the Loans and their respective successors and assigns (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent and each Lender.

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(b) Any Lender may, without the consent of the Borrower, in accordance with applicable Law, at any time sell to one or more banks, financial institutions or other entities (each, a “Participant”) participating interests in any Loan owing to such Lender, any Term Loan Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents; provided, however, that no Lender shall be permitted to sell any such participating interest to (i) any of the Permitted Holders, any of their respective Affiliates or any of their respective associated investment funds or (ii) a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural person). In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. In no event shall any Participant under any such participation have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would require the consent of all Lenders or all affected Lenders pursuant to Sections 8.1(a)(i), (ii), (iii), (vi), or (vii). The Borrower agrees that if amounts outstanding under this Agreement and the Loans are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable Law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 2.14 as fully as if such Participant were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled through the Lender granting the participation to the benefits of Section 2.16 (subject to the requirements and limitations of Section 2.17, including the requirements of Sections 2.16(f) through (i) (it being agreed that any required documentation shall be provided solely to the participating Lender)) with respect to its participation in the Term Loan Commitments and the Loans outstanding from time to time as if such Participant were a Lender; provided that no Participant shall be entitled to receive any greater amount pursuant to Section 2.16 than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, except (1) to the extent that entitlement to a greater amount results from a Change in Law that occurs after such Participant acquires the applicable participation or (2) if such transfer was made with the Borrower’s prior written consent (which consent shall not be unreasonably withheld or delayed). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal and interest amounts of each Participant’s interest in the Loans held by it (the “Participant Register”). The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of the participation in question for all purposes of this Agreement, notwithstanding notice to the contrary. No Lender shall have any obligation to disclose all or any portion of a Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.

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(c) Any Lender (an “Assignor”) may, in accordance with applicable Law and the written acknowledgement of the Administrative Agent (which shall not be unreasonably withheld or delayed) and, so long as no Event of Default under Sections 6.1(a) or (f) has occurred and is continuing, the Borrower (which shall not be unreasonably withheld or delayed)(provided that the Borrower shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof), at any time and from time to time assign to any Lender or any affiliate, Related Fund or Control Investment Affiliate thereof, or to an additional bank, financial institution or other entity (an “Assignee”) all or any part of its rights and obligations under this Agreement pursuant to an Assignment and Acceptance executed by such Assignee and such Assignor and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that assignments made to any Lender, an affiliate of a Lender or a Related Fund will not be subject to the above described consents; provided, further, that unless an Event of Default under Section 6.1(a) or (f) has occurred and is continuing, no assignment to an Assignee (other than any Lender or any affiliate thereof) of Term Loan Commitments or Loans shall be in an aggregate principal amount of less than $1,000,000 (other than in the case of an assignment of all of a Lender’s interests in the Loans under this Agreement) and, after giving effect thereto, the assigning Lender (if it shall retain any Term Loan Commitment or Loan) shall have a Term Loan Commitment or Loan of at least $1,000,000 unless otherwise agreed by the Administrative Agent and the Borrower; provided, however, no Lender shall be permitted to assign all or any part of its rights and obligations under this Agreement to (i) any of the Permitted Holders, any of their respective Affiliates or any of their respective associated investment funds, (ii) the Borrower, DRP or any of their Subsidiaries or (iii) any natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural person). Upon such execution, delivery, acceptance and recording in the Register, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with Term Loan Commitments and/or Loans as set forth therein, and (y) the Assignor thereunder shall, to the extent of the interest assigned in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of an Assignor’s rights and obligations under this Agreement, such Assignor shall cease to be a party hereto, except as to Sections 2.16 and 8.5 in respect of the period prior to such effective date). For purposes of the minimum assignment amounts set forth in this clause (c), multiple assignments by two or more Related Funds shall be aggregated.

(d) [reserved].

(e) Upon its receipt of an Assignment and Acceptance executed by an Assignor and an Assignee (and, in any case where the consent of any other Person is required by Section 8.6(c), by each such other Person) together with payment to the Administrative Agent of a registration and processing fee of $3,500 (provided, however, that (i) Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment and (ii) no such fee shall be required to be paid (A) in connection with an assignment by or to the Administrative Agent or any Affiliate thereof or (B) in the case of an Assignee which is already a Lender or any affiliate, Related Fund or Control Investment Affiliate thereof), the Administrative Agent shall (1) promptly following completion of any required know-your-customer checks, accept such Assignment and Acceptance and (2) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Borrower. On or prior to such effective date, the Borrower, at its own expense, upon request, shall execute and deliver to the Administrative Agent (in exchange for the applicable Notes of the assigning Lender) a new Note to such Assignee in an amount equal to the Term Loan Commitment or Loan assumed or acquired by it pursuant to such Assignment and Acceptance and, if the Assignor has retained a Term Loan Commitment or Loan, upon request, a new Note to the Assignor in an amount equal to the Term Loan Commitment or Loan, as applicable, retained by it hereunder. Such new Note or Notes shall be in the form of the Note or Notes replaced thereby.

(f) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section 8.6 concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests in Loans and Notes, including any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable Law.

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(g) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Loan Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one (1) year and one (1) day after the payment in full of all outstanding commercial paper or other indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. Each party hereto also agrees that each SPC shall be entitled to the benefits of Sections 2.16 (subject to the requirements and limitations of Section 2.17, including the requirements of Sections 2.16(f) through (i) (it being agreed that any required forms shall be provided solely to the Granting Lender)) with respect to its granted interest in the Term Loan Commitments and the Loans outstanding from time to time as if such SPC were a Lender; provided that, no SPC shall be entitled to receive any greater amount pursuant to Section 2.16 than the Granting Lender would have been entitled to receive in respect of the amount of the interest granted by such Granting Lender to such SPC had no such grant occurred, except (1) to the extent that entitlement to a greater amount results from a Change in Law that occurs after such interest was granted or (2) if such transfer was made with the Borrower’s prior written consent (which consent shall not be unreasonably withheld or delayed). In addition, notwithstanding anything to the contrary in this Section 8.6(g), any SPC may (A) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or a portion of its interests in any Loans to the Granting Lender, or with the prior written consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld) and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion) to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans, and (B) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC; provided that non-public information with respect to the Borrower or its Affiliates may be disclosed only with the Borrower’s consent which will not be unreasonably withheld. This Section 8.6(g) may not be amended without the written consent of any SPC with Loans outstanding at the time of such proposed amendment. To the extent an SPC provides a Loan, the applicable Lender may maintain a register on behalf of the Borrower and the SPC’s interest must be entered in the register.

Section 8.7 Set-off. In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuation of any Event of Default, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable Law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application.

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Section 8.8 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. For the avoidance of doubt, the words “execution,” “signed,” “signature,” and words of like import in this Agreement, any other Loan Document or any Assignment and Acceptance shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that (x) nothing herein shall require the Lender or Issuing Bank to accept electronic signature counterparts in any form or format and (y) the Administrative Agent reserves the right to require, at any time and in its sole discretion, the delivery of manually executed counterpart signatures to this Agreement or any other document signed in connection with this Agreement and the parties hereto agree to promptly delivery such manually executed counterpart signature pages if requested.

Section 8.9 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 8.10 Integration. This Agreement and the other Loan Documents represent the entire agreement of the Borrower, the Administrative Agent, the Issuing Bank and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, the Issuing Bank or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

Section 8.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE (WHETHER IN CONTRACT, TORT OR OTHERWISE AND WHETHER AT LAW OR IN EQUITY) BASED UPON, ARISING UNDER OR RELATED TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 8.12 Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:

(a) submits for itself and its Property in any legal action or proceeding (whether in contract, tort or otherwise and whether at law or in equity) relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, in each case, in the County of New York, Borough of Manhattan, and appellate courts from any thereof;

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(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to its address set forth in Section 8.2 or at such other address of which the Administrative Agent (or in the case of the Administrative Agent, the other parties hereto) shall have been notified pursuant thereto;

(d) agrees that the Administrative Agent and the Lenders retain the right to bring proceedings against any Loan Party in the courts of any other jurisdiction in connection with the exercise of any rights under any Security Document or the enforcement of any judgment;

(e) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law; and

(f) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 8.12 any special, exemplary, punitive or consequential damages.

Section 8.13 Acknowledgments. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (ii) the Administrative Agent has no obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and the Administrative Agent has no obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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Section 8.14 Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to keep confidential, and shall cause any Transferees or Representatives to keep confidential, all non-public information provided to it by any Loan Party pursuant to this Agreement (“Information”); provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, the Issuing Bank, any other Lender or any affiliate of any thereof, (b) to any Participant or assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section 8.14 or substantially equivalent provisions, (c) to any of its or its affiliates’ employees, directors, agents, attorneys, accountants and other professional advisors and customary service providers to the lending industry and to the Administrative Agent, the Issuing Bank or any Lender in connection with the administration of this Agreement, any other Loan Document and Term Loan Commitments (provided that such information disclosed to such service providers shall be limited to the terms or existence of the financing hereunder and the activities of the Administrative Agent, the Issuing Bank and the Lenders, but shall not include confidential business information relating to the Borrower of any of its affiliates) (such persons, “Representatives”), it being understood and agreed that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential, (d) to any financial institution that is a direct or indirect contractual counterparty in swap or derivative transaction relating to the Borrower, DRP or any of their respective Subsidiaries, or any if their respective obligations hereunder or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section or substantially equivalent provisions), (e) upon the request or demand of any Governmental Authority having jurisdiction over it (including any self-regulatory authority), (f) to the extent required in response to any order of any court or other Governmental Authority (including any self-regulatory authority) or to the extent otherwise required pursuant to any Requirement of Law, (g) in connection with any litigation or similar proceeding, (h) that has been publicly disclosed other than in breach of this Section 8.14, (i) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (j) to any other party hereto, (k) with the consent of the Borrower, (l) in connection with the exercise of any remedy hereunder or under any other Loan Document, (m) for purposes of establishing a “due diligence” defense, (n) to the extent required by a potential or actual insurer or reinsurer in connection with providing insurance, reinsurance or credit risk mitigation coverage under which payments are to be made or may be made by reference to this Agreement and (o) subject to the Borrower’s prior approval of the information to be disclosed, to rating agencies in connection with obtaining a rating contemplated by this Agreement on a confidential basis; provided that, in the event a Lender or Issuing Bank receives a summons or subpoena to disclose confidential information to any party, such Lender or Issuing Bank shall, if legally permitted, endeavor to notify the Borrower thereof as soon as possible after receipt of such request, summons or subpoena and to afford the Loan Parties an opportunity to seek protective orders, or such other confidential treatment of such disclosed information, as the Loan Parties may deem reasonable. Any Person required to maintain the confidentiality of Information as provided in this Section 8.14 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. It is understood and agreed that no Lender or Issuing Bank may advertise or promote its role in arranging or providing any portion of any the Term Loans or Letters of Credit (including in any newspaper or other periodical, on any website or similar place for dissemination of information on the internet, as part of a “case study” incorporated into promotional materials, in the form of a “tombstone” advertisement or otherwise) without the prior written consent of the Borrower (which consent may not be unreasonably withheld or delayed).

For the avoidance of doubt, nothing herein prohibits any individual from communicating or disclosing information regarding suspected violations of laws, rules, or regulations to a governmental, regulatory, or self-regulatory authority without any notification to any person.

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Section 8.15 Accounting Changes. In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, and either the Borrower or the Required Lenders shall so request (or if the Administrative Agent notifies the Borrower that the Required Lenders so request), then the Borrower, the Issuing Bank and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment shall have been executed and delivered in accordance with Section 8.1, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred. “Accounting Change” refers to any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the FASB, GAAP, any other generally accepted accounting authority which provides regulation standard or, if applicable, the SEC.

Section 8.16 WAIVERS OF JURY TRIAL. EACH LOAN PARTY, THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING (WHETHER IN CONTRACT, TORT OR OTHERWISE AND WHETHER AT LAW OR IN EQUITY) RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

Section 8.17 [Reserved].

Section 8.18 USA PATRIOT ACT. Each Lender that is subject to the PATRIOT Act and the Beneficial Ownership Regulation and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act and the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation.

Section 8.19 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

Section 8.20 Releases of Collateral; Termination of Credit Agreement.

(a) Each of the Lenders and Issuing Bank agrees that the Collateral Agent’s Security Interest on any property granted to or held by the Collateral Agent under any Security Document shall be automatically released at the time the Property subject to such Security Interest is sold (other than to any other Person that would be required pursuant to this Agreement or any Security Document to grant a Security Interest on such Collateral to the Collateral Agent for the benefit of the Secured Parties after giving effect to such Asset Sale) as part or in connection with any Asset Sale permitted under this Agreement.

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(b) Each of the Lenders and Issuing Bank agrees that the Collateral Agent’s Security Interest on any property granted to or held by the Collateral Agent under any Security Document shall be automatically released to the extent such property becomes an Excluded Asset (as defined in the Security Agreement (as defined in the Collateral Agency Agreement)) or otherwise pursuant to the terms thereof.

(c) Each of the Lenders and Issuing Bank agrees that, on the date that the Termination Conditions are satisfied, the Obligations will no longer be secured under the Security Documents.

(d) The Administrative Agent, the Issuing Bank and the Lenders hereby agree that, upon the satisfaction of the Termination Conditions, this Agreement and the obligations of the Loan Parties hereunder shall be terminated, released, discharged and satisfied in full (other than any obligation set forth in this Agreement that, pursuant to its express terms, survives termination of this Agreement), and the Administrative Agent agrees to execute such documentation as may be reasonably requested by the Borrower to evidence (including to the Collateral Agent) such termination, release, discharge and satisfaction; provided that the foregoing shall be at the Borrower’s expense and in form and substance reasonably satisfactory to the Administrative Agent.

Section 8.21 Time. Time is of the essence in all respects hereof.

Section 8.22 Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto to any Lender that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) A reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) The variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

-80-

Section 8.23 Acknowledgment Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States). In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States.

[Signature pages follow]

-81-

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

	DRP URBAN RENEWAL 4, LLC,
	as the Borrower

	By:	/s/ Sarah Hurt

		Name:	Sarah Hurt
		Title:	Secretary

	DELAWARE RIVER PARTNERS LLC,
	as DRP

	By:	/s/ Sarah Hurt

		Name:	Sarah Hurt
		Title:	Secretary

[Delaware River Partners LLC – Signature Page to Credit Agreement]

	DEUTSCHE BANK AG, NEW YORK BRANCH
	as Lender and Issuing Bank

	By:	/s/ Jackie Bartnick

		Name:	Jackie Bartnick
		Title:	Director

By:

/s/ Yan Rui

		Name:	Yan Rui
		Title:	Vice President

[Delaware River Partners LLC – Signature Page to Credit Agreement]

	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	as Administrative Agent

	By:	/s/ Jeremy Eisman

		Name:	Jeremy Eisman
		Title:	Managing Director

By:

/s/ Blake Yaralian

		Name:	Blake Yaralian
		Title:	Managing Director

[Delaware River Partners LLC – Signature Page to Credit Agreement]

Schedule 1.1

[Omitted]

Schedule 3.6

[Omitted]

Schedule 3.8

[Omitted]

Schedule 3.15

[Omitted]

Schedule 3.17

[Omitted]

Schedule 3.23

[Omitted]

Schedule 5.5

[Omitted]

Schedule 5.29(b)

[Omitted]

Schedule 6.1(k)

[Omitted]

EXHIBIT A TO

CREDIT AGREEMENT

[FORM OF] ASSIGNMENT AND ACCEPTANCE AGREEMENT

This Assignment and Acceptance Agreement (this “Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including, without limitation, any guarantees included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.

1.	Assignor:

2.	Assignee:		[and is a Related Fund]
		Market Entity Identifier (if any):

3.	Borrower:	DRP URBAN RENEWAL 4, LLC, a Delaware limited liability company

4.	Administrative Agent:	Deutsche Bank Trust Company Americas

5.	Credit Agreement	The Credit Agreement, dated as of May 28, 2025, by and among the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, as the Lenders, and Deutsche Bank Trust Company Americas, as Administrative Agent

6.	Assigned Interest[s]:

Aggregate Amount of Term Loans for all Lenders	Amount of Term Loans Assigned	Percentage Assigned of Term Loans¹
$	$		%

$	$		%

$	$		%

Effective Date: , 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

7. Notice and Wire Instructions:

[NAME OF ASSIGNOR]		[NAME OF ASSIGNEE]

Notices:		Notices:



	Attention:		Attention:
	Fax:		Fax:

with a copy to:		with a copy to:





	Attention:		Attention:
	Fax:		Fax:

Wire Instructions:		Wire Instructions:

[Remainder of page intentionally left blank]

¹ Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder.

The terms set forth in this Assignment are hereby agreed to:

	ASSIGNOR
	[NAME OF ASSIGNOR]

	By:
		Title:

	ASSIGNEE
	[NAME OF ASSIGNEE]

	By:
		Title:

Consented to and Accepted:

DEUTSCHE BANK TRUST COMPANY AMERICAS
as the Administrative Agent

By:
	Title:

[Consented to:

DRP URBAN RENEWAL 4, LLC,
as the Borrower

By:
	Title:

]²

²	To be added only if the consent of Borrower is required by the terms of the Credit Agreement.

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document (as defined below), (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the “Credit Documents”), or any collateral thereunder, (iii) the financial condition of Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (iv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest, (v) it has, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest, and (vi) if it is a Non-U.S. Lender, attached to this Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee.

3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws principles thereof.

[Remainder of page intentionally left blank]

EXHIBIT B TO

CREDIT AGREEMENT

[FORM OF] NOTE

$[¹][___,___,___][²]

[mm/dd/yy]

New York, New York

FOR VALUE RECEIVED, DRP URBAN RENEWAL 4, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to [_____________________] (the “Lender”) or its registered assigns in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Term Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 28, 2025 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Deutsche Bank Trust Company Americas, as Administrative Agent.

The Borrower promises to pay interest on the unpaid principal amount of each Term Loan from the date of such Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Principal Office of the Administrative Agent. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Note (this “Note”) is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Term Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto.

All communications and notices hereunder shall be in writing and given as provided in Section 8.2 of the Credit Agreement.

FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX PURPOSES. INFORMATION ABOUT ORIGINAL ISSUE DISCOUNT, ISSUE PRICE, ISSUE DATE AND THE YIELD TO MATURITY OF THIS NOTE MAY BE OBTAINED BY CONTACTING DRP URBAN RENEWAL 4, LLC C/O FTAI INFRASTRUCTURE INC., ATTENTION: [CHIEF FINANCIAL OFFICER], 1345 6^TH AVE, NEW YORK, NY 10105, TELEPHONE [•].

¹	To be the Lender’s Loan amount.

²	To be the Closing Date (or, if written notice of Lender’s request for a Note is delivered after the Closing Date, a date that is promptly after the Borrower’s receipt of such notice).

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND THE LENDER HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

	DRP URBAN RENEWAL 4, LLC

	By:
		Name:
		Title:

EXHIBIT C TO

CREDIT AGREEMENT

[FORM OF] SOLVENCY CERTIFICATE

[●], 20[●]

This Solvency Certificate is being executed and delivered pursuant to Section 4.1(d) of that certain Credit Agreement, dated as of May 28, 2025, by and among DRP URBAN RENEWAL 4, LLC, a Delaware limited liability company (the “Borrower”), the Lenders from time to time part thereto, and Deutsche Bank Trust Company Americas, as Administrative Agent (the “Credit Agreement”; the terms defined therein being used herein as therein defined).

I, [●], the [Responsible Officer] of the Borrower, in such capacity and not in an individual capacity, hereby certify as follows:

I am generally familiar with the businesses and assets of DRP, the Borrower and the DRP Subsidiaries, taken as a whole, and am duly authorized to execute this Solvency Certificate on behalf of the Borrower pursuant to the Credit Agreement; and

As of the date hereof and after giving effect to the Transactions and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and the Transactions, that (a) the fair value of the property of DRP, the Borrower and the DRP Subsidiaries, taken as a whole, is greater than the total amount of liabilities, including contingent liabilities, of DRP, the Borrower and the DRP Subsidiaries, taken as a whole, (b) the present fair salable value of the assets of DRP, the Borrower and the DRP Subsidiaries, taken as a whole, is not less than the amount that will be required to pay the probable liability of the Borrower and the DRP Subsidiaries, taken as a whole, on their debts as they become absolute and matured, (c) DRP, the Borrower and the DRP Subsidiaries, do not intend to, and do not believe that they will, incur debts or liabilities beyond DRP’s, the Borrower’s and the DRP Subsidiaries’, taken as a whole, ability to pay such debts and liabilities as they mature, (d) DRP, the Borrower’s and the DRP Subsidiaries’, taken as a whole, are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which the Borrower’s and the DRP Subsidiaries’, taken as a whole, property would constitute an unreasonably small capital, and (e) DRP, the Borrower’s and the DRP Subsidiaries, taken as a whole are able to pay their debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

[Signature Page to Follow]

IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.

	DRP URBAN RENEWAL 4, LLC

	By:
		Name:
		Title:

EXHIBIT D TO

CREDIT AGREEMENT

[FORM OF] FUNDING NOTICE

Reference is made to the Credit Agreement, to be dated on or about May 28, 2025 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among DRP URBAN RENEWAL 4, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto, as the Lenders, and Deutsche Bank Trust Company Americas, as Administrative Agent.

Pursuant to Section 2.1(b) of the Credit Agreement, the Borrower desires that Lenders make the following Term Loans to the Borrower in accordance with the applicable terms and conditions of the Credit Agreement on [mm/dd/yy] (the “Credit Date”):

☐

Term Loans:

$[___,___,___]

The proceeds of the Term Loans on the Credit Date may be net funded by the Lenders providing such Term Loans and as directed by the Administrative Agent to the satisfaction of certain fees of the Administrative Agent as specified by the letter of direction relating to such Term Loans.

The Borrower desires that the proceeds of the Term Loans on the Credit Date be disbursed in accordance with the following selection:

☐	To the Borrower’s account, at the following location and number:

		Bank:
		ABA #:

Account #:

		Account Name:

☐	Pursuant to the instructions set forth in the funds flow memorandum on file with the Administrative Agent

Delivery of an executed counterpart of this Funding Notice by facsimile or other electronic method of transmission shall be effective as delivery of an original executed counterpart of this Funding Notice.

[Remainder of page intentionally left blank]

Date: [mm/dd/yy]
	DRP URBAN RENEWAL 4, LLC,
	as Borrower

	By:
		Name:
		Title:

EXHIBIT E-1 TO

CREDIT AGREEMENT

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of May 28, 2025 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DRP URBAN RENEWAL 4, LLC, a Delaware limited liability company (the “Borrower”), the Lenders party thereto and Deutsche Bank Trust Company Americas, as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Term Loan(s) (as well as any Note(s) evidencing such Term Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10- percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) no payments under any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished the Borrower and the Administrative Agent with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.

[NAME OF LENDER OR ISSUING BANK]

By:
	Name:
	Title:
Date: ___________, 20[ ]

EXHIBIT E-2 TO

CREDIT AGREEMENT

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) no payments under any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.

[NAME OF PARTICIPANT]

By:
	Name:
	Title:
Date: ___________, 20[ ]

EXHIBIT E-3 TO

CREDIT AGREEMENT

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members claiming the portfolio interest exemption on its own behalf is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its Applicable Partners/Members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (vi) no payments under any Loan Document are effectively connected with the conduct of a U.S. trade or business by the undersigned or any of its direct or indirect partners/members claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners.

The undersigned has furnished its participating Lender with an IRS Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemption claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners: an IRS Form W-8BEN, IRS Form W-8BEN-E, or IRS Form W-8IMY, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.

[NAME OF PARTICIPANT]

By:
	Name:
	Title:
Date: ___________, 20[ ]

EXHIBIT E-4 TO

CREDIT AGREEMENT

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Term Loan(s) (as well as any Note(s) evidencing such Term Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Term Loan(s) (as well as any Note(s) evidencing such Term Loan(s)), (iii) neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of direct or indirect partners/members claiming the portfolio interest exemption on its own behalf is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members claiming the portfolio interest exemption on its own behalf is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (vi) no payments under any Loan Document are effectively connected with the conduct of a U.S. trade or business by the undersigned or any of its direct or indirect partners/members claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners.

The undersigned has furnished the Borrower and the Administrative Agent with an IRS Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemption claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners: an IRS Form W-8BEN, IRS Form W-8BEN-E, or IRS Form W-8IMY, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.

[NAME OF LENDER OR ISSUING BANK]

By:
	Name:
	Title:
Date: ___________, 20[ ]

Delaware	001-41370	87-4407005
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	FIP	The Nasdaq Global Select Market

Exhibit No.	Description of Exhibit
10.1	Collateral Agency, Intercreditor and Accounts Agreement, dated as of May 28, 2025, by and among DRP Urban Renewal 4, LLC, Delaware River Partners LLC, the other Repauno Entities (as defined therein), Repauno Financing Holdco LLC, UMB Bank, N.A., and Deutsche Bank Trust Company Americas.*
10.2	Lease Agreement, dated as of May 28, 2025, by and between DRP Urban Renewal 4, LLC and the New Jersey Economic Development Authority.
10.3	Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of May 28, 2025, executed and delivered by DRP Urban Renewal 4, LLC, Delaware River Partners LLC, and the other Grantors (as defined therein) in favor of the collateral agent named therein for the behalf of the owners of the Series 2025 Bonds.
10.4	Senior Secured Credit Agreement, dated as of May 28, 2025, by and among DRP Urban Renewal 4, LLC, Delaware River Partners LLC, Deutsche Bank Company Americas, Deutsche Bank AG, New York Branch, and the several lenders party from time to time thereto.*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

	FTAI INFRASTRUCTURE INC.

	/s/ Kenneth J. Nicholson

	Kenneth J. Nicholson

	Chief Executive Officer and President