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1.1	Definitions.

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(a)

(other than where paragraph (b) below applies) as the rate at which the relevant Reference Bank could borrow funds in the London interbank market in U.S. Dollars and for the relevant period were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in U.S. Dollars for that period (or, to the extent such rate is unavailable, Section 5.8 (Cost of Funds) shall apply); or

(b)	if different, as the rate (if any and applied to U.S. Dollars and the relevant Reference Bank period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.

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(a)	the interest which a Lender should have received for the period from the date of funding (or proposed funding) of all or any part of its participation in the Loan to the last day of the current Interest Period in respect of the Loan, had the Loan been made and the principal amount been paid on the last day of such Interest Period;

(b)

the sum of the amount it did receive as interest plus the amount which such Lender would be able to obtain by placing an amount equal to the principal amount received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period (or, to the extent such rate is unavailable, Section 5.8 (Cost of Funds) shall apply).

(a)	any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (a) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether

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(b)

individuals who on the Closing Date constituted the Board of Directors (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the directors of the Borrower then still in office who were either directors on the Closing Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office;

(c)	the adoption of a plan relating to the liquidation or dissolution of the Borrower; or

(d)

the merger or consolidation of the Borrower with or into another Person or the merger of another Person with or into the Borrower, or the sale of all or substantially all the assets of the Borrower (determined on a consolidated basis) to another Person, other than a merger or consolidation transaction in which shareholders that represented 100% of the Equity Interests of the Borrower immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Equity Interests of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction.

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(a)	the date the Commercial Loans are drawn in full;

(b)	the termination or cancellation in full of the Commercial Loan Commitments hereunder; and

(c)	in any case, no later than 42 months following the Effective Date.

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(i)	the date the Covered Loans are drawn in full;

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(ii)	the termination or cancellation in full of the Covered Loan Commitments hereunder; and

(iii)	in any case, no later than 42 months following the Effective Date.

(a)	it is or becomes unlawful for the OeKB Guarantor to perform any of its obligations under the OeKB Guarantee or for the Covered Lenders to receive the benefit of the OeKB Guarantee;

(b)	any obligation or obligations of the OeKB Guarantor under the OeKB Guarantee are not or cease to be legal, valid, binding or enforceable or the OeKB Guarantee is not or ceases to be in full force and effect; or

(c)	the OeKB Guarantor avoids, rescinds, repudiates, suspends, cancels or terminates all or part of the OeKB Guarantee or evidences an intention to or purports to avoid, rescind, repudiate, suspend, cancel or terminate all or a part of the OeKB Guarantee.

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(a)	$48,808,685.84; and

(b)	23% of the Export Contract Value.

(a)	air (including, without limitation, air within natural or man-made structures, whether above or below ground);

(b)	water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers);

(c)	land (including, without limitation, land under water); and

(d)	any ecological systems, animals, plants and all other living organisms supported by these media.

(a)	release of Hazardous Materials;

(b)	failure to conserve, preserve or protect the Environment or any wildlife supported by the Environment; or

(c)	violation of Environmental Law.

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(a)	this Agreement;

(b)	the Fee Letters;

(c)	any Transfer Certificate;

(d)	any Notes;

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(a)	it has failed to make (or has notified a party that it shall not make) a payment required to be made by it under the Finance Documents by the due date for payment unless the ECA Agent notifies the Borrower in writing that one or more of the conditions precedent to funding has not been satisfied, unless:

(i)	its failure to pay is caused by administrative or technical error and payment is made within three (3) Business Days of its due date; or

(ii)	the ECA Agent is disputing in good faith whether it is contractually obliged to make the payment in question; or

(b)	the ECA Agent otherwise rescinds or repudiates a Finance Document; or

(c)	(if the ECA Agent is also a Lender) it is a Defaulting Lender; or

(d)	with respect to the ECA Agent, or its direct or indirect parent company, (i) an Insolvency Event has occurred and is continuing or (ii) has become the subject of a Bail-In Action.

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(a)	the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

(b)	the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

(a)	the applicable Screen Rate as of the specified time for the currency of that Loan and for a period equal in length to the Interest Period of that Loan; or

(b)	as otherwise determined pursuant to Section 5.6 (Unavailability of Screen Rate), and if, in either case, that rate is less than zero, LIBOR shall be deemed to be 0.00%.

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(a)	the financial condition, business, properties or results of operations of the Borrower and its Subsidiaries, taken as a whole, since September 30, 2019;

(b)	the validity, legality or enforceability of any Transaction Documents or the OeKB Guarantee; or

(c)	the rights and remedies of the Facility Agent or Lenders under any of the Transaction Documents.

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(a)	leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested Taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(b)

Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue by more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, however, that such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower in excess of those set forth by regulations promulgated by the Federal Reserve Board;

(c)	Liens for Taxes not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings;

(d)

minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(e)

Liens securing Indebtedness Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by such Person at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

(f)	Liens existing on the Closing Date;

(g)	Liens on property or shares of Equity Interests of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that the Liens may not

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(h)	Liens securing industrial revenue or pollution control bonds issued for the benefit of the Borrower;

(i)	Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person (other than assets and property affixed or appurtenant thereto);

(j)	Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to such Person or a wholly-owned Subsidiary of such Person;

(k)

Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clause (e), (f), (g), (h) or (i); provided, however, that: (i) such new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount of the Indebtedness under clause (e), (f), (g), (h) or (i) at the time the original Lien became a Permitted Lien pursuant to this Agreement and (y) an amount necessary to pay any fees and expenses, including premiums, related to such Refinancing, refunding, extension, renewal or replacement; and

(l)	Liens on assets subject to a sale and leaseback transaction securing Attributable Debt permitted to be Incurred pursuant to Section 10.6 (Limitation on Sale and Leaseback Transactions).

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(a)	identified on any Sanctions List;

(b)	that is the government of, or is a governmental agency or instrumentality of, any Sanctioned Jurisdiction;

(c)	50% or more owned by one or more Persons described in the foregoing clause (a) or (b);

(d)	organized, domiciled or resident in any Sanctioned Jurisdiction; or

(e)	otherwise the target of Sanctions.

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(a)	The date on which Final Acceptance for the Project Upgrades have been achieved; and

(b)	April 30, 2023.

(a)	identify the goods or services, due shipment, dispatch or provision;

(b)	evidence the amount due and payable and the last date for payment;

(c)	in the case of a Covered Loan Utilization Request – Reimbursement (Schedule C-1, Part II) to the Borrower, evidence receipt by the Exporter of payment from the Borrower,

(i)	Exporter’s commercial invoice(s);

(ii)	for placement of material for fabrication, relevant documentation of orders placed with sub-suppliers (redacted for commercially sensitive information), and, where applicable, a Completion Certificate, substantially in the form of Schedule D – Part III, in relation to such orders signed by the Borrower and the Exporter;

(iii)	for delivery of goods, a copy of the transport document (e.g. bill of lading, airway bill) and, where applicable, a Completion Certificate, substantially in the form of Schedule D – Part III, in relation to the goods and services signed by the Borrower and the Exporter;

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(iv)	for completion of cold commissioning (i.e. “first coil”) a Provisional Acceptance Certificate under the Project Equipment Supply Agreement signed by Primetals Technologies USA LLC and the Borrower or a Deemed Provisional Acceptance Certificate under the Project Equipment Supply Agreement issued by Primetals Technologies USA LLC;

(v)	for maintenance manuals and as-built documentation, a copy of “Primetals Secure File Exchange – Download Notification” or if no download has occurred or remains available within 30 days from issue date “Primetals File Exchange – Initial Report” showing the issue date; or

(vi)	for Final Acceptance, an Acceptance Certificate under the Project Equipment Supply Agreement signed by Primetals Technologies USA LLC and the Borrower or a Deemed Acceptance Certificate under the Project Equipment Supply Agreement issued by Primetals Technologies USA LLC.

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1.2	Certain Rules of Interpretation.

(a)	the terms “Agreement,” “this Agreement,” “hereto,” “hereof,” “herein,” “hereby,” “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular Article, Section, Schedule, or other portion hereof or thereof;

(b)	references to a “paragraph,” “Section” or “Article” followed by a number or letter refer to the specified paragraph, Section or Article of this Agreement;

(c)	the division of this Agreement into articles, sections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

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(d)	words importing the singular shall include the plural and vice versa, and words importing gender shall include all genders;

(e)	the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”;

(f)	the terms “party” and “the parties” refer to a party or the parties to this Agreement, and references to a Person in this Agreement means such Person or its successors or permitted assigns;

(g)	the term “continuing,” when used in relation to a Default or Event of Default, means that such Default or Event of Default is continuing unremedied or unwaived in accordance with the terms of the Finance Documents;

(h)	the term “repay” (or any derivative form thereof) shall, subject to any contrary indication, be construed to include “prepay” (or, as the case may be, the corresponding derivative form thereof);

(i)	the words “will” and “shall” are to be treated as synonymous;

(j)	references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement;

(k)	references to statutes or regulations are to be construed as including all statutory and regulatory provisions consolidating, amending, supplementing, interpreting or replacing the statute or regulation referred to;

(l)

except as otherwise specifically provided herein, where any payment is required to be made or any other action is required to be taken on a particular day and such day is not a Business Day and, as a result, such payment cannot be made or action cannot be taken on such day, then this Agreement shall be deemed to provide that such payment shall be made or such action shall be taken on the next Business Day in the same calendar month (if there is one) or the immediately preceding Business Day (if there is not); provided, that any Repayment Date which would otherwise end after the Final Maturity Date shall end on the Final Maturity Date (and if the Final Maturity Date is not a Business Day, the immediately preceding Business Day);

(m)	an amendment includes a supplement, novation, extension (whether of maturity or otherwise), restatement, re-enactment or replacement (however fundamental and whether or not more onerous) and amended will be construed accordingly; and

(n)	a law or provision of law is a reference to that law or provision as amended and includes any subordinate legislation.

1.3	Currency.

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1.4	Knowledge.

1.5	Conflict.

2.1	Loans.

(a)	Covered Loans.

(i)

Eligible Project Cost Loans. Subject to the terms and conditions set forth in this Agreement, each Covered Lender hereby agrees, severally and not jointly, to advance to the Borrower from time to time during the Covered Loan Commitment Period such loans as the Borrower may request under Section 3.1 (Delivery of a Utilization Request) (individually, an “Eligible Project Cost Loan” and, collectively the “Eligible Project Cost Loans”). The aggregate amount of the Eligible Project Cost Loan Commitments shall not exceed 85% of the Eligible Project Costs, in the total amount not exceeding $212,755,810.07 (such amount, as may be reduced from time to time in accordance with the terms hereof, the “Total Eligible Project Cost Loan Commitment”).

(ii)

Premium Loans.     Subject to the terms and conditions set forth in this Agreement, each Covered Lender hereby agrees, severally and not jointly, to advance to the Borrower from time to time during the Covered Loan Commitment Period such loans as the Borrower may request under Section 3.1 (Delivery of a Utilization Request) (individually, a “Premium Loan” and, collectively the “Premium Loans”, and together with the Eligible Project Cost Loans, each a “Covered Loan” and together, the “Covered Loans”). Covered Loans shall be made pro rata among the Covered Lenders in accordance with their respective Covered Loan Commitment. The principal amount at any time outstanding of the Covered Loans shall not exceed such Covered Lender’s Covered Loan Commitment. The aggregate amount of the

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(b)

Commercial Loans. Subject to the terms and conditions set forth in this Agreement, each Commercial Lender hereby agrees, severally and not jointly, to advance to the Borrower from time to time during the Commercial Loan Commitment Period such loans as the Borrower may request under Section 3.1 (Delivery of a Utilization Request) (individually, a “Commercial Loan” and, collectively the “Commercial Loans”) in a principal amount at any time outstanding not to exceed such Commercial Lender’s Commercial Loan Commitment. Commercial Loans shall be made pro rata among the Commercial Lenders in accordance with their respective Commercial Loan Commitment. The aggregate amount of the Commercial Loan Commitments shall not exceed the Down Payment (such amount, as may be reduced from time to time in accordance with the terms hereof, the “Total Commercial Loan Commitment”). The aggregate amount of Commercial Loans outstanding at any point in time shall not exceed the Total Commercial Loan Commitment.

(a)	No Lender shall be responsible for the failure of any other Lender (“Defaulting Lender”) to so make its Loans, it being understood that no Lender shall be responsible for making Loans if the corresponding conditions in Article 11 (Conditions Precedent) are not met.

(b)	Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Finance Party under the Finance Documents.

(c)	No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(d)	The rights of each Finance Party under, or in connection with, the Finance Documents are separate and independent rights.

(e)

Any debt arising under the Finance Documents to a Finance Party from the Borrower is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with this paragraph (e). The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by the Borrower which relates to a Finance Party’s participation in a Loan or its role under a Finance Document (including any such amount payable to an Agent on its behalf) is a debt owing to that Finance Party by the Borrower.

(f)	The Borrower agrees and acknowledges that (i) the OeKB Guarantee is a separate arrangement and the Borrower shall have no right or recourse against the Lenders in respect of or arising by reason of any payment made by the OeKB Guarantor to any Covered Lender

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(a)	The Borrower shall apply the proceeds of Eligible Project Cost Loans solely to pay Eligible Project Costs.

(b)	The Borrower shall apply the proceeds of the Premium Loans solely to pay the OeKB Guarantee Premium.

(c)	The Borrower shall apply the proceeds of Commercial Loans in accordance with this Agreement and shall use the proceeds of the Commercial Loans solely to pay the Down Payment.

2.4	Monitoring.

2.5	Evidence of Indebtedness.

(a)

Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. Such account or accounts shall, to the extent not inconsistent with the notations made by the Facility Agent in the Register, be prima facie evidence of such Indebtedness of the Borrower absent manifest error; provided, that the failure of any Lender to maintain such account or accounts or any error in any such account shall not limit or otherwise affect any repayment Obligations of the Borrower hereunder.

(b)

Promptly following the request of any Lender, the Borrower will execute and deliver to such Lender a promissory note in form and substance acceptable ECA Agent (each a “Note”) with blanks appropriately completed in conformity herewith to evidence its obligation to pay the principal of, and interest on, the Covered Loan, Commercial Loan and/or Premium Loan, as applicable, made to it by such Lender; provided, however, that the decision of any Lender to not request a Note shall in no way detract from the Borrower’s obligation to repay such Loan and other amounts owing by the Borrower to such Lender.

3.1	Delivery of a Utilization Request.

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(a)

Subject to the conditions referred to in Article 11 (Conditions Precedent) having been satisfied in accordance with the provisions of this Agreement and to the provisions of Section 2.1 (Loans), the Loans may be utilized by delivery to the Facility Agent, as provided below, of a duly completed Utilization Request not later than 12:00 p.m. New York time (i) in the case of the Covered Loan Utilization Request – Premium Loan, three (3) Business Days prior to the proposed Utilization Date of the Premium Loan and (ii) in the case of all other Utilization Requests, seven (7) Business Days prior to the proposed Utilization Date.

(b)

Each Covered Loan Utilization Request shall be substantially in the form of Schedule C-1 (Covered Loan Utilization Requests), delivered by the Borrower (or by the Exporter as the case may be); and shall include all certifications and documentation required therein. The Borrower hereby agrees that it will designate in any Covered Loan Utilization Request – Disbursement (Schedule C-1, Part I) that (i) all Eligible Project Cost Loans shall be funded (A) directly to the Exporter to such account of the Exporter described in the Covered Loan Utilization Request – Disbursement (Schedule C-1, Part I) for the purpose described in Section 2.3(a) (Purpose and Use of Proceeds) or (B) in the case of reimbursement of Eligible Project Costs, directly to the Borrower to such account of the Borrower described in the Covered Loan Utilization Request – Reimbursement (Schedule C-1, Part II) and (ii) all Premium Loans shall be funded directly to the OeKB Guarantor to satisfy payment of the OeKB Guarantee Premium as described in the Covered Loan Utilization Request – Premium Loan (Schedule C-1, Part III).

(c)	Each Commercial Loan Utilization Request shall be substantially in the form of Schedule C-2 (Commercial Loan Utilization Request) and shall include all certifications and documentation required therein.

3.2	Completion of a Utilization Request.

(a)	Each Utilization Request is irrevocable and shall not be regarded as having been duly completed unless:

(i)

solely for a Utilization of Covered Loans, (A)(1) the Covered Loan Utilization Request – Reimbursement (Schedule C-1, Part II) includes a certification by the Borrower that the Utilization is required for the purpose set out in Section 2.3(a) (Purpose and Use of Proceeds) and (2) the Covered Loan Utilization Request – Disbursement (Schedule C-1, Part I) includes, if foreseen under Schedule G “Payment Steps”), the Completion Certificate signed by the Borrower and the Exporter and, (B) the Covered Loan Utilization Request includes Supporting Documentation with respect to the Eligible Project Costs to be financed with the applicable Utilization of Covered Loans and, (C) the proposed Utilization Date is a Business Day within the Covered Loan Commitment Period;

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(ii)	solely for a Utilization of Commercial Loans, (A) the Commercial Loan Utilization Request includes a certification by the Borrower that the Utilization is required for the purpose set out in Section 2.3(c) (Purpose and Use of Proceeds) and (B) the proposed Utilization Date is a Business Day within the Commercial Loan Commitment Period;

(iii)	the currency and amount of the Utilization comply with Section 3.3 (Currency and Amount);

(iv)	the Utilization Request specifies the account or bank to which the proceeds of the Loan are to be credited;

(v)	the proposed Interest Period specified therein complies with Article 5 (Interest, Interest Periods and Fees); and

(vi)	the Utilization Request is executed by a Person duly authorized to do so on behalf of the Borrower as evidenced by an up-to-date Officer’s Certificate or by an Exporter authorized person;

(b)

Only four (4) Utilization Requests (which may consist of no more than (i) two (2) Utilizations from the Borrower and (ii) two (2) Utilizations from the Exporter) may be delivered in any calendar month. For the avoidance of doubt, the delivery of a Covered Loan Utilization Request – Premium Loan (Schedule C-1, Part III) shall not count towards the limitation as described under this Section 3.2(b) (Completion of a Utilization Request).

3.3	Currency and Amount.

(a)	The currency specified in a Utilization Request shall be U.S. Dollars.

(b)	The amount of each proposed Utilization shall be a minimum of $1,000,000 except (i) subject to Section 3.2(b) (Completion of a Utilization Request), one (1) Utilization from the Borrower and one (1) Utilization from the Exporter for an amount less than $1,000,000 in any calendar month; or (ii) an amount equal to the Unused Commitments.

3.4	Notification of Utilization of the Loan.

3.5	Lenders’ Participation.

(a)	If the conditions set out in this Agreement (including the applicable conditions in Article 11 (Conditions Precedent)) have been met, and subject to Article 4 (Repayment, Prepayment and Cancellation), each Lender shall make its participation in each Loan available by 10:00

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(b)	The amount of each Lender’s participation in each Loan shall be pro rata to its Unused Commitment immediately prior to making such Loan.

3.6	Partial Payments.

(i)	first, in or towards payment pro rata of any unpaid amount owing to the Facility Agent and the ECA Agent under this Agreement;

(ii)	second, in or towards payment pro rata as between the Covered Loans and Commercial Loans of any accrued interest, fee or commission due but unpaid under this Agreement;

(iii)	third, in or towards payment pro rata as between the Covered Loans and Commercial Loans of any principal due but unpaid under this Agreement; and

(iv)	fourth, in or towards payment pro rata as between the Covered Loans and Commercial Loans of any other sum due but unpaid under this Agreement;

4.1	Repayments.

(a)	The Borrower shall repay the Utilizations made to it in accordance with the terms of this Agreement (irrespective of whether Loan proceeds were made to it or the Exporter as provided in Section 3.1(b) (Delivery of a Utilization Request).

(b)	Except as such repayment may be modified pursuant to Section 4.2 (Mandatory Prepayment), Section 4.4 (Voluntary Prepayment) or Section 4.9 (Adjustment in case of disbursement after First Repayment Date) the Borrower shall, commencing on the First Repayment Date and on each Repayment Date thereafter, make a repayment of the Loans determined in accordance with Section 4.10 (Repayment Schedules).

(c)	The Borrower shall not reborrow any part of the Loans which are repaid or prepaid.

(d)	The Borrower shall repay the aggregate Loans (whether principal, interest, fees or otherwise) in full to the extent they are outstanding under or in respect of the Loan on the Final Maturity Date.

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(a)

If an ECA Mandatory Prepayment Event occurs, and without limitation to any other remedies available to the Lenders as a result of any Event of Default triggered by such breach, each Lender’s Covered Loan Commitments shall be automatically reduced to zero and within thirty (30) days after the ECA Mandatory Prepayment Event, the Borrower shall prepay in full all amounts outstanding under this Agreement with respect to the Class of Covered Loans in accordance with Section 4.7 (Application).

(b)	Upon the receipt of a refund of all or a portion of the OeKB Guarantee Premium from the OeKB Guarantor to the Borrower, the Borrower shall prepay the Covered Loans in an amount equal to such refund.

(c)	Upon any Change of Control, each Lender’s Commitments shall be automatically reduced to zero and, within thirty (30) days after the occurrence of such Change of Control, the Borrower shall repay in full all outstanding amounts of each Class of Loans.

(d)

Not later than five (5) Business Days following (A) the Impairment of the Project Equipment Supply Agreement, (B) the reduction of the Eligible Project Costs under the Project Equipment Supply Agreement, (C) a material provision of the Project Equipment Supply Agreement for any reason ceasing to be valid and binding or in full force and effect except upon scheduled termination thereof or (D) it becoming unlawful for the Borrower to perform in any material respect any of its obligations under the Project Equipment Supply Agreement, the Borrower shall notify the Facility Agent thereof and the Facility Agent shall have the right to request the Borrower prepay the Loans (or in the case of a reduction of the Eligible Project Costs, in an amount corresponding to such reduction), each such prepayment to be made by the Borrower no later than thirty (30) days after receipt by the Borrower of notice from the Facility Agent.

4.3	Voluntary Cancellation.

(a)	it has given not less than ten (10) Business Days’ prior written notice to the Facility Agent; and

(b)	if such cancellation is for only part of the outstanding Commitments:

(i)	such cancellation shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000; and

(ii)	such cancellation will reduce the Commitment of each Lender of such Class pro rata.

4.4	Voluntary Prepayment.

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(a)	the Borrower has given not less than ten (10) Business Days’ notice to the Facility Agent and, in the case of a prepayment of Covered Loans, the ECA Agent;

(b)	subject to Section 4.8(b) (Miscellaneous), the Borrower simultaneously pays all accrued interest on the amount prepaid, together with all out-of-pocket costs and expenses, fees and all other amounts then due and payable under the Finance Documents and, in the case of a prepayment of Covered Loans, the OeKB Guarantee, including Break Costs (if any);

(c)	if such a prepayment is of all of the Loans of any Class then outstanding, the Loans of such Class are all repaid or prepaid simultaneously in full;

(d)	if such a prepayment is a partial prepayment of the Loans of any Class then outstanding:

(i)	such prepayment shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000; and

(ii)	such prepayment will be applied as provided in Section 4.7 (Application), and the Borrower shall ensure that such amounts are repaid or prepaid simultaneously; and

(e)	such a prepayment shall not cause or result in a Default or Event of Default immediately prior to and immediately following such a prepayment.

4.5	Automatic Cancellation.

4.6	Right of Cancellation and Repayment in Relation to a Single Lender.

(a)

The Borrower may at any time, cancel any available Commitments of any Lender or repay any of the Loans held by an individual Lender (together with any other accrued and unpaid amounts owing to such Lender under the Finance Documents) if such Lender claims indemnification from the Borrower under Section 7.5 (Indemnities) or any amount under Section 7.3 (Change in Circumstances). The Borrower may, while the circumstances giving rise to the requirement for that increase or indemnification continue, give notice to the Facility Agent, as applicable of cancellation of the Commitment(s) of such Lender and its intention to procure the repayment of the Loans of such Class held by such Lender;

(b)	On receipt of a notice referred to in Section 4.6(a) (Right of Cancellation and Repayment in Relation to a Single Lender) in relation to a Lender, the Commitments of such Lender of such Class will immediately be reduced to zero.

(c)	On the last day of the Interest Period in which the Borrower has given notice under Section 4.6(a) (Right of Cancellation and Repayment in Relation to a Single Lender) in

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4.7	Application.

(a)	Except in the case of a prepayment or repayment under Section 7.2 (Illegality) or Section 4.6 (Right of Cancellation and Repayment in Relation to a Single Lender):

(i)	any cancellation pursuant to this Article 4 (Repayment, Prepayment and Cancellation) shall:

(A)	be applied pro rata between each Lender of the applicable Class; and

(B)	if in part, reduce the Commitment of each Lender of such Class pro rata; and

(ii)	any prepayment pursuant to this Article 4 (Repayment, Prepayment and Cancellation) shall be applied pro rata between each Loan of such Class.

(b)	If any Loan is prepaid in accordance with Section 4.2 (Mandatory Prepayment), such prepayment will be applied (i) in inverse chronological order to the then remaining Repayment Installments or (ii) at the Borrower’s option, subject to the OeKB Guarantor’s prior approval, ratably to the then remaining Repayment Installments.

(c)	If any Loan is prepaid in accordance with Section 4.4 (Voluntary Prepayment), such prepayment will be applied (i) in inverse chronological order to the then remaining Repayment Installments or (ii) at the Borrower’s option, subject to the OeKB Guarantor’s prior approval, ratably to the then remaining Repayment Installments.

4.8	Miscellaneous.

(a)	Any written notice of cancellation or prepayment under this Article 4 (Repayment, Prepayment and Cancellation):

(i)	is irrevocable; and

(ii)	unless a contrary indication appears in this Agreement, shall specify:

(A)	the date upon which the relevant cancellation or prepayment is to be made; and

(B)	the amount of that cancellation or prepayment.

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(b)	Subject to the requirements of the other provisions of this Article 4 (Repayment, Prepayment and Cancellation), any prepayment under this Agreement is without premium or penalty other than Break Costs to the extent that the prepayment is made on a date other than on the last day of the current Interest Period.

(c)	Any prepayment under this Agreement shall be made together with accrued and unpaid interest through but not including such date.

(d)	No prepayment, repayment or cancellation is allowed except at the times and in the manner expressly provided for in this Agreement.

(e)	No amount of the Commitments cancelled under this Agreement may be subsequently reinstated.

(f)	If the Facility Agent receives a notice under this Article 4 (Repayment, Prepayment and Cancellation), it shall promptly forward a copy of that notice to each Lender.

4.9	Adjustment in case of disbursement after First Repayment Date.

4.10	Repayment Schedules.

(a)

If the Borrower fails to pay any amount payable by it under any Finance Document or under the OeKB Guarantee on its due date, interest shall accrue on the overdue amount from the due date up to but not including the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2% per annum higher than the interest rate deferred at such time pursuant to Section 5.1 (Payment of Interest). Any interest accruing under this Section 5.2 (Default Interest) shall be immediately payable by the Borrower on written demand by the relevant Agent or Lender.

(b)	If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan;

(i)	the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan;

(ii)	the rate of interest applying to the overdue amount during that first Interest Period shall be 2% per annum higher than the rate which would have applied if the overdue amount had not become due; and

(iii)	default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

(c)	No accrued interest shall become due and payable other than in accordance with the provisions of Section 5.1 (Payment of Interest) or this Section 5.2 (Default Interest).

5.3	Limitation on Interest.

5.4	Determination of Interest Periods.

(a)	Subject to paragraph (b) below, each Interest Period for any Loan shall be of a duration of six (6) months.

(b)

The first Interest Period applicable to any Loan, whether disbursed in whole or in part, shall start on its respective Utilization Date and end six months thereafter; provided that additional disbursements under any Loan made within an Interest Period shall be interpolated to the then next Interest Payment Date. Each subsequent Interest Period for a Loan shall start on an Interest Payment Date and end on the day immediately before the subsequent Interest Payment Date that corresponds to the last day of such Interest Period or, if earlier, the Final Maturity Date.

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5.5	Non-Business Days.

5.6	Unavailability of Screen Rate.

(a)	Interpolated Screen Rate: If no Screen Rate is available for LIBOR for the Interest Period of a Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the applicable Interest Period.

(b)	Base Reference Bank Rate: If no Screen Rate is available for LIBOR for (i) U.S. Dollars, or (ii) the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate, the applicable LIBOR shall be the Base Reference Bank Rate as of 11:00 a.m. (New York time) on the Quotation Day for U.S. Dollars and for a period equal in length to the Interest Period of that Loan.

(c)	If no Base Reference Bank Rate is available for U.S. Dollars for the relevant Interest Period, there shall be no LIBOR for that Loan and Section 5.8 (Cost of Funds) shall apply to that Loan for that Interest Period.

5.7	Market Disruption.

5.8	Cost of Funds.

(a)	If this Section 5.8 (Cost of Funds) applies, the rate of interest on the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i)	the Applicable Margin; and

(ii)

the rate notified to the Facility Agent by each Lender as soon as practicable and in any event by close of business on the date falling fifteen (15) Business Days after the Quotation Day (or, if earlier, on the date falling three (3) Business Days before the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost of the relevant Lender of funding an amount equal to its participation in the Loan from whatever source it may reasonably select.

(b)	If this Section 5.8 (Cost of Funds) applies and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

(c)	Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders of such Class and the Borrower, be binding on all parties.

(d)	If this Section 5.8 (Cost of Funds) applies but any Lender does not supply a quotation by the time specified in paragraph (a)(ii) above, the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders of such Class.

5.9	Break Costs.

(a)	The Borrower shall indemnify, compensate and reimburse each Lender for all Break Costs which such Lender may sustain:

(i)

if the Borrower withdraws or reduces the amount specified for a Utilization in a Utilization Request or fails to satisfy any of the conditions precedent specified in Article 11 (Conditions Precedent) after delivering a Utilization Request (unless waived by the Lenders pursuant to Section 22.4 (Amendment and Waiver); provided, that if the Borrower withdraws or reduces the amount specified for any Utilization Request, then the Applicable Margin shall be included in the calculation of Break Costs but in all other cases (including clauses (ii) and (iii) of this Section 5.9 (Break Costs), the Applicable Margin should not be included in the calculation of Break Costs).

(ii)	if the Borrower fails to pay any amount of principal of the Loans due and payable under a Finance Document on its due date; or

(iii)	if any repayment or prepayment (whether mandatory or voluntary) of its Loan occurs on a date that is not the last day of the current Interest Period therefor for the Loan,

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(b)

Each Lender shall furnish to the Borrower a certificate setting forth in reasonable detail the basis and amount of each request by such Lender for compensation under this Section 5.9 (Break Costs), which certificate shall be conclusive and binding on the Borrower in the absence of manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within three (3) Business Days after receipt thereof.

5.10	Fees.

(a)

Covered Loan Commitment Fee. The Borrower shall pay to the Facility Agent (for the account of each Lender) a Covered Loan Commitment Fee at a rate per annum equal to 0.40% of the daily Unused Commitment of Covered Loans of such Covered Lender, for the period from and including the Effective Date to but excluding the last day of the Covered Loan Commitment Period. Accrued Covered Loan Commitment Fees shall be payable quarterly in arrears starting from the Effective Date, or, in the case of the last installment of the Covered Loan Commitment Fee payable hereunder, on the last day of the Covered Loan Commitment Period. No other commitment fees will be payable to the Facility Agent or the Covered Lenders on account of the Covered Loans. Notwithstanding the foregoing, no Covered Lender shall be entitled to receive any commitment fee for any period during which such Covered Lender is a Defaulting Lender (and the Borrower shall not be required to pay any commitment fee that otherwise would have been required to be paid to that Defaulting Lender).

(b)

Commercial Loan Commitment Fee. The Borrower shall pay to the Facility Agent (for the account of each Lender) a Commercial Loan Commitment Fee at a rate per annum equal to 1.00% of the daily Unused Commitment of Commercial Loans of such Commercial Lender, for the period from and including the Effective Date to but excluding the last day of the Commercial Loan Commitment Period. Accrued Commercial Loan Commitment Fees shall be payable quarterly in arrears starting from the Effective Date, in the case of the last installment of the Commercial Loan Commitment Fee payable hereunder, on the last day of the Commercial Loan Commitment Period. No other commitment fees will be payable to the Facility Agent or the Commercial Lenders on account of the Commercial Loans. Notwithstanding the foregoing, no Commercial Lender shall be entitled to receive any commitment fee for any period during which such Commercial Lender is a Defaulting Lender (and the Borrower shall not be required to pay any commitment fee that otherwise would have been required to be paid to that Defaulting Lender).

(c)	OeKB Guarantee Premium. Subject to the issuance of the OeKB Guarantee, the Borrower shall pay the OeKB Guarantee Premium in the amounts, at such time and manner specified in the OeKB Guarantee, which payment shall be made with the proceeds of the Premium Loans after disbursement thereof in accordance with the terms of this Agreement.

(d)	Other Fees. The Borrower shall pay such other fees in the amounts and manner agreed between any Finance Party and the Borrower in any Fee Letter.

(a)	Defined Terms. For purposes of this Article 6 (Taxes), the term “Applicable Law” includes FATCA.

(b)	Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Finance Document shall be made without deduction or withholding for

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(c)	Payment of Other Taxes by Borrower. The Borrower shall timely pay to the relevant Governmental Body in accordance with Applicable Law, or at the option of the Facility Agent timely reimburse it for the payment of, any Other Taxes.

(d)

Indemnification by Borrower. The Borrower shall indemnify each Recipient, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Article 6 (Taxes)) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, other than any penalties and interest resulting from the willful misconduct or fraud of the Facility Agent or such Lender, and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Body. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Facility Agent), or by the Facility Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)

Indemnification by the Lenders. Each Lender shall severally indemnify the Facility Agent within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Facility Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.1(j) (Assignment by Lenders) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Facility Agent in connection with any Finance Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Body. A certificate as to the amount of such payment or liability delivered to any Lender by the Facility Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Facility Agent to set off and apply any and all amounts at any time owing to such Lender under any Finance Document or otherwise payable by the Facility Agent to the Lender from any other source against any amount due to the Facility Agent under this paragraph (e).

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(f)

Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Body pursuant to this Article 6 (Taxes), the Borrower shall deliver to the Facility Agent the original or a certified copy of a receipt issued by such Governmental Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Facility Agent.

(g)

Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Finance Document shall deliver to the Borrower and the Facility Agent, at the time or times reasonably requested by the Borrower or the Facility Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Facility Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Facility Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Facility Agent as will enable the Borrower or the Facility Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (g)(ii)(A), (ii)(B) and (ii)(D) of this Article 6 (Taxes)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

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(h)

Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes (including any tax credit in lieu of a refund) as to which it has been indemnified pursuant to this Article 6 (Taxes) (including by the payment of additional amounts pursuant to this Article 6 (Taxes)), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Article 6 (Taxes) with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Body with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Body) in the event that such indemnified party is required to repay such refund to such Governmental Body. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party 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 with respect to such Tax had never been paid. This paragraph (h) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i)	Survival. Each party’s obligations under this Article 6 (Taxes) shall survive the resignation or replacement of the Facility Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Finance Document.

(a)	The Borrower shall make each payment required to be made by it under this Agreement on the date when due, in immediately available funds, without defense, deduction, recoupment, set‑off or counterclaim.

(b)	Any amounts received after close of business on any date may, in the discretion of the Facility Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.

(c)	All such payments shall be made to the Facility Agent at the Facility Agent’s Account, except that payments pursuant to Sections 7.3 (Change in Circumstances), 7.4 (Payment of Out-of-Pocket Costs and Expenses) and 7.5 (Indemnities) shall be made directly to the Persons entitled thereto.

(d)	The Facility Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.

(e)	All payments under or in connection with this Agreement shall be made in U.S. Dollars unless otherwise specified.

(a)	If the introduction of or any change in any Applicable Law relating to a Lender or any change in the interpretation or application thereof by any Governmental Body or compliance by a Lender with any request or direction of any Governmental Body:

(i)	subjects such Lender to any Taxes (other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

(ii)

imposes, modifies or deems applicable any reserve, liquidity, cash margin, capital, special deposit, deposit insurance or assessment, or any other regulatory or similar requirement or any additional or increased cost against assets held by, or deposits in or for the account of, or loans by, or any other acquisition of funds for loans by, such Lender or any direct or indirect holding company of such Lender;

(iii)

imposes on such Lender or any direct or indirect holding company of such Lender or requires there to be maintained by such Lender any capital adequacy, liquidity or additional liquidity capital requirement (including, without limitation, a requirement which affects such Lender’s or such holding company’s allocation of capital resources to its obligations) in respect of such Lender’s obligations hereunder; or

(iv)	imposes on such Lender any other condition or requirement with respect to this Agreement (provided, however, that this Section 7.3(a)(iv) (Change in Circumstances) shall not apply with respect to any Taxes, but shall not limit any rights or obligations arising under Section 7.3(a)(i) (Change in Circumstances));

(b)	and subject to paragraph (c) below, such occurrence has the effect of:

(i)	increasing the cost to such Lender of agreeing to make or making, maintaining or funding the Loan or any portion thereof;

(ii)	reducing the amount of the Obligations (including reduction in the rate of return) owing to such Lender;

(iii)	directly or indirectly reducing the effective return to such Lender under this Agreement or on its overall capital as a result of entering into this Agreement or as a result of any of the transactions or obligations contemplated by this Agreement; or

(iv)	causing such Lender to make any payment or to forgo any interest, fees or other return on or calculated by reference to any sum received or receivable by such Lender under this Agreement;

(c)

For purposes of the foregoing, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (ii) all requests, rules, regulations, guidelines or directives whether concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed a “change in Applicable Law” regardless of the date enacted, adopted, applied or issued.

(a)	the preparation, negotiation, and completion of the Finance Documents and the OeKB Guarantee, or any actual or proposed amendment or modification thereof or any waiver thereunder and all instruments supplemental or ancillary thereto;

(b)	fees and expenses of the Lenders Incurred as part of the Lenders’ due diligence;

(c)	obtaining advice as any Agent’s or the Lenders’ rights and responsibilities under this Agreement or the other Finance Documents or the OeKB Guarantee;

(d)	the defense, establishment, protection or enforcement of any of the rights or remedies of the Lenders under this Agreement or any of the other Finance Documents or the OeKB Guarantee, including all out-of-pocket costs and expenses of establishing the validity and enforceability of, or of collection of amounts owing under, this Agreement; and

(e)	translation costs, including, but not limited to, the translation of the OeKB Guarantee from German into English.

(a)

The Borrower shall indemnify and hold harmless each Agent, each Lender and the OeKB Guarantor and their Affiliates, officers, directors and employees (each, an “Indemnified Party”) from all Claims (including the properly invoiced and documented fees, out-of-pocket expenses and disbursements of outside legal counsel to the Lenders and the OeKB Guarantor in each applicable jurisdiction), which may be Incurred by any Indemnified Party as a consequence of or in respect of:

(i)	default by the Borrower in the payment when due of any Obligation or any other Default or Event of Default hereunder which is continuing;

(ii)	the entering into by the relevant Agents and the Lenders of this Agreement and any amendment, waiver or consent relating hereto, and the performance by such Agents and the Lenders of their obligations under this Agreement;

(iii)	failure of the Borrower to comply with any Applicable Law, including, without limitation, any Environmental Law or applicable Anti-Corruption Laws or Sanctions, with respect to the Project Upgrades;

(iv)	any Environmental Matter and Environmental Claim with respect to the Project Upgrades;

(v)	the application by the Borrower of the proceeds of the Loan; or

(vi)	any material Claim arising in connection with the Project Upgrades, except for any such Claim that a final and non-appealable court of competent jurisdiction determined arose primarily on account of the relevant Indemnified Party’s gross negligence or willful misconduct.

(b)	In connection with any Claim described in Section 7.5(a) (Indemnities) above, the applicable Indemnified Party shall deliver a certificate of an officer of the Facility Agent or the applicable Lender as to:

(i)	any such Claim; and

(ii)	containing reasonable details of the calculation (which calculation shall be, absent manifest error, prima facie evidence of the calculation of the amount of such Claim) and any supporting documentation, including but not limited to invoices and receipts.

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8.1	Representations and Warranties of the Borrower.

(a)	Borrower Organization and Good Standing. The Borrower:

(i)	has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware;

(ii)	has the requisite power and authority (corporate and other) to own its properties and conduct its business; and

(iii)	is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect.

(b)	Capitalization. All outstanding Equity Interests of the Borrower have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to any pre-emptive or similar rights.

(c)

No Consents Required. No consent, approval, Authorization, or Order of, or filing with, any Governmental Body is required for the execution and delivery by the Borrower of the Transaction Documents or the consummation of the transactions contemplated thereby (including the incurrence of Indebtedness thereunder) except (i) such as have been obtained or (ii) in the case of the Project Equipment Supply Agreement, such consents, approvals, Authorizations, Orders or filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d)	No Conflict. The execution, delivery and performance by the Borrower of the Transaction Documents and compliance by the Borrower with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under:

(i)	any statute, any rule, regulation or Order of any Governmental Body or any court, domestic or foreign, having jurisdiction over the Borrower or any of its properties;

(ii)	any agreement or instrument to which the Borrower is a party or by which the Borrower is bound or to which any of the properties of the Borrower is subject; or

(iii)	the charter, by laws or other organizational document of the Borrower.

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(e)

Due Authorization. The Borrower has full right, power and authority to execute and deliver the Transaction Documents and to perform its Obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

(f)	Execution; Binding Obligation. Each of the Transaction Documents to which the Borrower is or will become a party:

(i)	has been, or when delivered under or in connection with this Agreement will be, duly executed and delivered by the Borrower; and

(ii)

constitutes, or when delivered under or in connection with this Agreement will constitute, a valid and legally binding agreement of the Borrower enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy or insolvency laws, or Applicable Law affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

(g)	No Defaults.

(i)	The Borrower is not:

(A)	in violation of its respective charter or by-laws or other organizational documents;

(B)	in default in the performance of any obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Borrower, to which the Borrower is a party or by which the Borrower or its property is bound; or

(C)	in violation of any law or statute or any judgment, Order, rule or regulation of any court or arbitrator or Governmental Body, except for such defaults and violations in the case of these clauses (B) and (C) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(ii)	No Default or Event of Default has occurred and is continuing.

(h)	Title to Real and Personal Property.

(i)	The Borrower has good and marketable title to all real properties and good and indefeasible title to all other properties and assets owned by it that are material to the business of the Borrower, in each case free from Liens, except such Liens that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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(ii)	The Borrower holds its leased real or personal property under valid and enforceable leases free from any Liens that would materially interfere with the business of the Borrower, except such Liens that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(iii)	The Borrower owns or leases all properties and assets necessary to conduct its business.

(i)

Licenses and Permits. The Borrower possesses all Authorizations required pursuant to Applicable Law necessary to conduct its business, except to the extent that any failure to possess would not reasonably be expected to have a Material Adverse Effect. The Borrower has not received any notice of proceedings relating to the revocation or modification of any such Authorization that, if determined adversely to the Borrower, would reasonably be expected to have a Material Adverse Effect.

(j)	Title to Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect:

(i)	the Borrower owns, possesses, has the right to use or can acquire on reasonable terms adequate Intellectual Property to conduct its business;

(ii)	the Borrower’s conduct of its business does not infringe, misappropriate or otherwise violate any Intellectual Property of any Person;

(iii)	the Borrower has not received any written notice of any claim relating to Intellectual Property; and

(iv)	to the knowledge of the Borrower, the Intellectual Property of the Borrower is not being infringed, misappropriated or otherwise violated by any Person.

(k)

Sanctions. Neither the Borrower nor any of its Subsidiaries nor, to the knowledge of the Borrower, any of their respective directors, officers or employees, nor any agent of the Borrower or its Subsidiaries that will act in any capacity in connection with this Agreement, is a Sanctions Target. The Borrower, its Subsidiaries and, to the knowledge of the Borrower, their respective directors, officers, employees and agents are in compliance with applicable Sanctions in all material respects. To the Borrower’s knowledge, none of its Subsidiaries or any of the directors, officers, employees or agents of the Borrower or its Subsidiaries has knowingly taken any action that could reasonably be expected to result in penalties being imposed against the Borrower or any of its Subsidiaries or any of their respective directors, officers, employees or agents, as applicable, under U.S. Secondary Sanctions. The Borrower has implemented policies and procedures designed to promote and achieve compliance with applicable Sanctions.

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(l)

Anti-Corruption and Money Laundering Laws. The Borrower, its Subsidiaries and, to the knowledge of the Borrower, their respective directors, officers, employees and agents are in compliance with applicable Anti-Corruption Laws and applicable Anti-Money Laundering Laws in all material respects. The Borrower has implemented policies and procedures designed to promote and achieve compliance with applicable Anti-Corruption Laws and applicable Anti-Money Laundering Laws.

(m)	Compliance with Laws. As of the date of this Agreement, the Borrower is in compliance with all Applicable Law (other than Environmental Laws, which are the subject of Section 8.1(n)) (Environmental Matters)), including with respect to Project Upgrades, except where such noncompliance has not had and would not reasonably be expected to have a Material Adverse Effect.

(n)	Environmental Matters. Except as disclosed on Schedule 8.1(n) (Environmental Matters) or as would not reasonably be expected to have a Material Adverse Effect, the Borrower:

(i)	is not in violation of any Environmental Laws or the Equator Principles;

(ii)	maintains and is in compliance with all requisite Environmental Permits (including with respect to the development, construction and operation of the Project Upgrades);

(iii)	does not own or operate any real property contaminated with any Hazardous Materials at levels that, to the knowledge of the Borrower, would reasonably be expected to require remedial action by the Borrower pursuant to any Environmental Laws; and

(iv)

is not liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and the Borrower is not aware of any pending investigation which would reasonably be expected to lead to such a claim.

(o)	No Labor Disputes. No labor dispute with the employees of the Borrower exists or, to the knowledge of the Borrower, is imminent that would reasonably be expected, individually

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(p)	Employee Benefit Plans. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect:

(i)	Each Plan and Multiemployer Plan has been maintained in compliance with its terms and the requirements of any applicable statutes, Orders, rules and regulations, including but not limited to ERISA and the Code.

(ii)	No ERISA Event has occurred or is reasonably expected to occur.

(q)	Taxes. The Borrower has timely filed all material federal, state, local and foreign income Tax returns that have been required to be filed and has paid all material Taxes indicated by such returns and all material assessments received by it to the extent that such material Taxes or assessments have become due and are not being contested in good faith by appropriate proceedings.

(r)

Financial Statements. The Borrower’s Financial Statements present fairly in all material respects the consolidated financial position of the Borrower and its consolidated Subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and, except as otherwise disclosed in the Financial Statements, such Financial Statements have been prepared in conformity with GAAP in the United States applied on a consistent basis throughout the periods covered thereby.

(s)	Absence of Material Adverse Effect. Except as set forth in the Borrower’s Latest Form 10-K or the Borrower’s Latest Form 10-Q since September 30, 2019:

(i)

there has not been any material change in the capital stock or long-term Indebtedness of the Borrower, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Borrower on any class of capital stock (other than any regular quarterly dividend), or any Material Adverse Effect, or any development involving a prospective Material Adverse Effect, in or affecting the financial markets, business, properties, rights, assets, management, financial position, results of operations or prospects of the Borrower; and

(ii)	the Borrower has not entered into any transaction or agreement that is material to the Borrower or Incurred any liability or obligation, direct or contingent, that is material to the Borrower.

(t)

Litigation. As of the date of this Agreement, there are no Actions or Orders pending to which the Borrower or any of its Subsidiaries is a party or to which any property, right or asset of the Borrower or any of its Subsidiaries is subject that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and neither any such Actions or Orders nor any legal, governmental or regulatory investigations to which the Borrower is a party or to which any property, right or asset of the Borrower is subject that

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(u)

Ranking. The Loans are direct and unconditional general obligations of the Borrower, and rank and will at all times rank in right of payment and otherwise at least pari passu with all other senior unsecured and unsubordinated Indebtedness of the Borrower, whether now existing or hereafter outstanding, except for Indebtedness of the Borrower having priority solely by operation of Applicable Law, such as Indebtedness relating to judicial expenses Incurred for the general benefit of creditors, Taxes payable to Governmental Bodies, and wages, salaries and other social security benefits of the employees of the Borrower.

(v)	Investment Company Act of 1940. The Borrower is not, and after giving effect to the transactions contemplated hereby, will not be, subject to registration as an “investment company” or “controlled” by a company subject to registration as an “investment company,” within the meaning of the United States Investment Company Act of 1940, as amended.

(w)	Margin Regulations. No part of the application of proceeds of any Loan will violate Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System of the United States (12 C.F.R. Sections 207, 220, 221 and 224, respectively).

(x)	Use of Proceeds. The proceeds of all Utilizations have been and will be used in accordance with the terms and conditions of this Agreement and all applicable Finance Documents and the OeKB Guarantee.

(y)	No Force Majeure or Early Termination Event: No event or circumstance has occurred that:

(i)	gives rise or might reasonably be expected to give rise to a right to terminate early, suspend performance under repudiate or cancel (in each case, in whole or in part) the Project Equipment Supply Agreement, it being understood that the Project Equipment Supply Agreement contains provisions permitting termination for convenience by the Borrower; or

(ii)	constitutes a force majeure under and as described in the Project Equipment Supply Agreement.

(a)	The representations and warranties made in this Agreement are made by the Borrower on the date of this Agreement, the Closing Date, and on each Utilization Date.

(b)	The representations and warranties made in this Agreement are deemed to be made to each Finance Party by reference to the fact and circumstances then existing on each applicable date on which the representations and warranties are made notwithstanding any investigation made at any time by or on behalf of the Facility Agent or the Lenders.

9.1	Reimbursement of OeKB Guarantee Premium.

9.2	Borrower Payment.

(a)	The ECA Agent shall charge to the Borrower all out-of-pocket costs and expenses Incurred by the ECA Agent in connection with any refinancing of the Covered Loan or enforcement procedures.

(b)	If the ECA Agent requests the OeKB Guarantor’s consent or opinion to an amendment or a waiver requested by the Borrower under the Finance Documents, the ECA Agent shall have the right to charge the Borrower the reasonable out-of-pocket costs and expenses Incurred in evaluating and complying with such request.

(c)

The Borrower agrees and acknowledges that its payment obligations hereunder will in no way be relieved by the OeKB Guarantee or any payment to a Covered Lender thereunder. In the case of any payment to the Facility Agent, the ECA Agent or any Covered Lender pursuant to the OeKB Guarantee, the Borrower acknowledges that the OeKB Guarantor will, in addition to any other rights which it may have under the OeKB Guarantee or otherwise, have full rights of recourse against the Borrower pursuant to its right of subrogation as referred to in clause (d) below.

(d)	Upon payment by the OeKB Guarantor of amounts due and payable hereunder in accordance with the provisions of the OeKB Guarantee, the OeKB Guarantor shall (where applicable) have the right to be subrogated to the rights of the Facility Agent, the ECA Agent and any Covered Lender (as applicable) against the Borrower in accordance with the OeKB Guarantee.

9.3	Payments Made Under the OeKB Guarantee.

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9.4	Obligations under the OeKB Guarantee.

(a)

the Facility Agent, ECA Agent and each Covered Lender may disclose to the OeKB Guarantor (and any internationally recognized insurer or reinsurer (including any insurance brokers or other service providers connected thereto; provided that such insurance broker or service provider is subject to confidentiality obligations or a nondisclosure agreement reasonably satisfactory to the Borrower)) that provides or proposes to provide insurance coverage to one or more of any Finance Party or the OeKB Guarantor in relation to any loss suffered under or pursuant to the Finance Documents (or the OeKB Guarantee, as applicable) any information related to the Borrower, the Project Upgrades and the Finance Documents as such party may consider appropriate or necessary including, without limitation, the occurrence of a Default or an Event of Default and the Facility Agent and the ECA Agent shall be authorized to take all such actions as it may deem necessary to ensure compliance with the terms of the OeKB Guarantee;

(b)	the ECA Agent shall be authorized to take all such actions as it may deem necessary to ensure compliance with the terms of the OeKB Guarantee;

(c)

the Borrower acknowledges and agrees that (i) each Covered Lender’s rights to receive payment from the Borrower under this Agreement shall be covered pursuant to the OeKB Guarantee and (ii) the OeKB Guarantor may, at any time and in accordance with the OeKB Guarantee, instruct any one or more of the ECA Agent, the Facility Agent or the Covered Lenders to suspend or cease performing any or all of its obligations contained hereunder, and such of the ECA Agent, Facility Agent and Covered Lenders shall be required to comply with any such instruction; and

(d)	unless a contrary indication appears in the Project Equipment Supply Agreement, any instructions given to the Facility Agent by the ECA Agent shall override any conflicting instructions given by any other Finance Party and will be binding on all Finance Parties.

9.5	Other Agreements of the Covered Lenders.

(a)

The Facility Agent and each Covered Lender acknowledges that it has received a copy of the preliminary approval letter issued in connection with the OeKB Guarantee and the OeKB General Terms and Conditions and agrees to such terms and conditions. The Facility Agent and each Covered Lender authorizes the ECA Agent to receive the OeKB Guarantee on behalf of itself, the Facility Agent and each Covered Lender and to exercise any and all rights and perform any and all obligations arising under the OeKB Guarantee on behalf of itself, the Facility Agent and each Covered Lender. Upon receipt of the OeKB Guarantee by the ECA Agent, the ECA Agent shall promptly forward a copy thereof to the Facility Agent and each Covered Lender.

(b)	Each Covered Lender authorizes the ECA Agent to follow any instructions of the OeKB Guarantor in accordance with the terms and conditions of the OeKB Guarantee and acknowledges that any Covered Lender’s failure to comply with such instructions or the terms and conditions of the OeKB Guarantee may result in lapse of coverage thereunder.

(c)	Each Covered Lender agrees that neither the ECA Agent nor any of its officers, directors, agents or employees shall be liable for any action taken or omitted by it or them under instructions from the OeKB Guarantor which it is or they are required to take under the OeKB Guarantee or in connection therewith.

(d)	Each Covered Lender agrees that any communication between any Covered Lender and the OeKB Guarantor in connection with the OeKB Guarantee or any Finance Document shall be conducted by and through the ECA Agent.

(e)	The ECA Agent shall inform the OeKB Guarantor of any increase or material change in any risk covered by the OeKB Guarantee to the extent it is required to do so under the terms of the OeKB Guarantee or for the purposes of ensuring the continuing validity of the OeKB Guarantee.

(f)

No Finance Party shall be liable in respect of any loss, damage or expense caused by its act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the OeKB Guarantor. Any such decision or instructions from the OeKB Guarantor in the exercise or non-exercise of its rights shall be binding on the ECA Agent and the Covered Lenders. In the absence of instructions, the ECA Agent may act as it considers to be in the best interests of all the Covered Lenders and the OeKB Guarantor.

(g)

Without duplication to the provisions of Section 7.5 (Indemnities), the ECA Agent is subject to certain obligations under the OeKB Guarantee which ECA Agent would not be liable if it was not the ECA Agent. Accordingly, the Borrower agrees to indemnify and hold harmless the ECA Agent against any cost, loss or liability Incurred by it as ECA Agent under the OeKB Guarantee and for any cost, loss or liability for which the ECA Agent may be liable to the OeKB Guarantor in respect of the OeKB Guarantee.

(a)	The Borrower shall furnish to the Facility Agent (for delivery to each Lender):

(i)	Quarterly Statements. Within ninety (90) days after the end of each Fiscal Quarter of the Borrower (other than periods ending on the last day of the Fiscal Year of the Borrower):

(A)	an unaudited consolidated balance sheet of the Borrower as of the close of such quarterly period;

(B)	an unaudited consolidated income statement; and

(C)	an unaudited consolidated cash flow statement

(ii)	Annual Consolidated Statements. Within ninety (90) days after the end of each Fiscal Year of the Borrower:

(A)	audited Financial Statements of the Borrower consisting of a consolidated balance sheet as of the end of such Fiscal Year,

(B)	a consolidated income statement; and

(C)	a consolidated cash flow statement,

(iii)

in each case, for such Fiscal Year, prepared in accordance with GAAP, containing any applicable notes and certified by independent public accountants of recognized international standing. Such Financial Statements shall be (x) deemed furnished on the earlier of the date notified in writing to the Administrative Agent that they have been posted to the Borrower’s website or that they have been made publicly available on the U.S. Securities and Exchange Commission’s website and (y) if requested in writing by the ECA Agent, accompanied by the then most recent ratings report for the Borrower produced by any Ratings Agency.

(iv)

Annual Unconsolidated Statements. Only if prepared, within ninety (90) days after the end of each Fiscal Year of the Borrower, any audited Financial Statements of the Borrower for such Fiscal Year, prepared in accordance with GAAP, containing any applicable notes and certified by independent public accountants of recognized international standing. Such Financial Statements shall be deemed furnished on the earlier of the date posted to the Borrower’s website or the date publicly available on the U.S. Securities and Exchange Commission’s website.

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(v)	Material Adverse Environmental & Social Events. The Borrower shall promptly notify and forward a brief summary report to the Facility Agent upon the occurrence of any severe incident outside of the ordinary course or severe accident on the Mon Valley Project site that relates to any of the following:

(A)	any accidents involving serious injuries or fatalities;

(B)	any fires or explosions;

(C)	any leaks of Hazardous Materials outside of the ordinary course and reasonably expected to require the Borrower to conduct soil or groundwater cleanup pursuant to Environmental Law;

(D)	any notices of violation issued or regulatory enforcement action taken by any Governmental Body against the Borrower pursuant to any Environmental Law which directly or indirectly lead to implementation delays in relation to the Project Upgrades; and

(E)	any strikes or neighborhood resident protests related to environmental or social matters.

(vi)	Construction Period Reporting.    Within ninety (90) days from the Closing Date until the end of each of its first two Fiscal Years following Final Acceptance, the Borrower shall deliver an annual report no later than ninety (90) days after the end of each Fiscal Year that shall provide a summary of the following:

(A)	The status of approvals (including new permits, permit extensions or renewals granted, outline for permits to be applied for) and status of compliance with regulatory requirements in relation to the Project Upgrades;

(B)	If applicable, description of any material non-compliance stipulated by any Governmental Body in relation to the Project Upgrades, and any planned mitigation measures (defining, among others, responsibilities, targets and timeframes for corrective actions); and

(C)	If applicable, status of outstanding corrective actions identified in the summary report required by the last sentence of Section 10.1(a)(v) (Material Adverse Environmental & Social Events).

(b)	The Borrower will furnish written notice of each of the following events, occurrences, and conditions to the Facility Agent promptly, and in any event within seven Business Days after any officer of the Borrower has knowledge thereof:

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(i)	the occurrence of any Default or Event of Default;

(ii)

the filing or commencement of any action, suit or proceeding, labor dispute or the assertion, notice or other communication in respect of any Environmental Claim relevant in any material respect to the development of the Project Upgrades or any threatened action, suit or proceeding, labor dispute or Environmental Claim, by or before any arbitrator or other Governmental Body against or affecting the Borrower that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect;

(iii)

the occurrence of any other circumstances, act, or condition with respect to the adoption, material amendment, interpretation, or repeal of any Applicable Law or the Impairment of any Governmental Body or the Impairment or threatened Impairment of any Governmental Body or written notice of the failure of the Borrower to comply with the terms and conditions of any approval by a Governmental Body that results in or would reasonably be expected to result in a Material Adverse Effect;

(iv)	the occurrence of an ERISA Event, other than a prohibited transaction with respect to a Plan (within the meaning of Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available) that would not reasonably be expected to result in a Material Adverse Effect;

(v)	the occurrence of any change in Applicable Law (or, to the knowledge of the Borrower, in the interpretation of any Applicable Law) by a Governmental Body that results in, or would reasonably be expected to result in any Transaction Document being terminated or becoming invalid, illegal or unenforceable;

(vi)	the occurrence of any event or development that results in, or would reasonably be expected to result in, a Material Adverse Effect;

(vii)	copies of any amendments of or waivers under the Project Equipment Supply Agreement; and

(viii)	following any request therefore, such information regarding the operations, business affairs and financial condition of the Borrower or compliance with the terms of the Finance Documents or the Project Equipment Supply Agreement, as the Facility Agent may reasonably request;

10.4

Ranking.The Borrower shall ensure that the Loans will at all times be direct and unconditional general obligations of the Borrower, ranking in right of payment and otherwise at least pari passu with all other senior unsecured and unsubordinated Indebtedness of the Borrower, whether now existing or hereafter outstanding, except for Indebtedness of the Borrower having priority solely by operation of Applicable Law, such as Indebtedness relating to judicial expenses Incurred for the general benefit of creditors, Taxes payable to any Governmental Body, and wages, salaries and other social security benefits of the employees of the Borrower and its Subsidiaries.

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10.5	Limitation on Liens.

(a)

The Borrower shall not Incur, and shall not permit any of its Subsidiaries to Incur, any Lien upon (i) any Principal Property of the Borrower or any Principal Property of a Subsidiary or (ii) any shares of stock or other Equity Interests or Indebtedness of any Subsidiary that owns a Principal Property (whether such Principal Property, shares of stock or other Equity Interests or Indebtedness is now existing or owned or hereafter created or acquired), in each case, unless prior to or at the same time, the Loans (together with, at the option of the Borrower, any other Indebtedness of the Borrower or any Subsidiary ranking pari passu in right of payment with the Loans) are equally and ratably secured with or, at the option of the Borrower, prior to such Indebtedness.

(b)	Any Lien created for the benefit of shareholders pursuant to the preceding clause (a) shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of such Lien.

10.6	Limitation on Sale and Leaseback Transactions.

(a)	The Borrower shall not directly or indirectly, and shall not permit any of its Subsidiaries that own a Principal Property directly or indirectly to, enter into any Sale-Leaseback for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless:

(i)	such transaction was entered into prior to the Closing Date;

(ii)	such transaction was for the sale and leasing back to the Borrower or one of its Subsidiaries of any property by the Borrower or one of its Subsidiaries;

(iii)	such transaction involves a lease for not more than three years (or which may be terminated by the Borrower or its Subsidiaries within a period of not more than three years);

(iv)	the Borrower would be entitled to Incur Indebtedness secured by a Lien with respect to such Sale-Leaseback without equally and ratably securing the Loans pursuant to the last paragraph of Section 10.5 (Limitation on Liens); or

(v)

the Borrower applies an amount equal to the net proceeds from the sale of such property to the purchase of other property or assets used or useful in its business or to the retirement of long-term Indebtedness within 365 days before or after the effective date of any such Sale-Leaseback; provided, that, in lieu of applying such amount to the retirement of long-term Indebtedness, the Borrower may apply the proceeds to prepay the Loans pursuant to Section 4.4 (Voluntary Prepayment).

(b)

Notwithstanding the restrictions set forth in clause (a) above, the Borrower and its Subsidiaries may enter into any Sale-Leaseback which would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt with respect to such transactions, together with all Indebtedness outstanding pursuant to the last paragraph of Section 10.5 (Limitation on Liens), does not exceed 17.5% of the Consolidated Net Tangible Assets of the Borrower calculated as of the closing date of the Sale-Leaseback.

10.7	Sanctions and Anti-Corruption Laws.

10.8	Environmental Matters.

10.9	Compliance with All Applicable Law and Material Contractual Obligations

(a)	comply with all Environmental Laws and Equator Principles in all material respects;

(b)	obtain, maintain and comply in all material respects with all requisite Environmental Permits;

(c)	comply with all Applicable Law (other than Environmental Laws); and

(d)	comply with all Contractual Obligations;

10.10	Project Equipment Supply Agreement

(a)	be in compliance in all material respects with the Project Equipment Supply Agreement;

(b)

not amend or waive any material provisions under the Project Equipment Supply Agreement which could reasonably be expected to be relevant for the interests of the Facility Agent, the ECA Agent and/or the OeKB Guarantor with respect to the deliveries and/or services under the Project Equipment Supply Agreement (including, without limitation, any amendment which changes or has the effect of changing the Export Contract Value, the Eligible Project Costs, the payment terms or the scope of work);

(c)	notify the ECA Agent of any other amendments to the Project Equipment Supply Agreement no later than seven (7) Business Days following the closing of such amendment;

(d)	submit to the ECA Agent all copies of amendments to the Project Equipment Supply Agreement no later than seven (7) Business Days following the closing of such amendment; and

(e)	inform the ECA Agent of any event under or with respect to the Project Equipment Supply Agreement enabling the Borrower and/or Primetals to cancel, suspend, rescind or terminate the Project Equipment Supply Agreement in whole or in part.

10.11	Know-Your-Customer

(a)	to carry out and be satisfied it has complied with all necessary “know your customer” requirements that that Lender is obliged to carry out under all Applicable Law pursuant to the transactions contemplated in this Agreement; and

(b)	to comply with its obligations under all Applicable Law to prevent money laundering and corruption and to conduct ongoing monitoring of the business relationship with the Borrower.

10.12	Maintenance of Properties.

10.13	Right of the Lenders to Inspect Property.

10.14	Accuracy of Information.

10.15	Obligations of the Borrower.

10.16	Further Assurances.

10.17	Merger, Consolidation or Sale of Assets.

(a)

the Borrower is the continuing Person or the successor Person (if other than the Borrower) is solvent, organized and existing under the laws of the United States of America, any State thereof or the District of Colombia and such Person expressly assumes all obligations of the Borrower under the Finance Documents, including payment of the principal and interest on the Loans, and the performance and observance of all of the obligations of this Agreement to be performed by the Borrower; and

(b)	immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (a) above, no Default or Event of Default shall have occurred and be continuing under this Agreement.

10.18	Amendments to Documents.

10.19	Financial Covenants in Other Agreements.

(a)	Execution of this Agreement and the Fee Letters. This Agreement and the Fee Letters shall have been duly executed and delivered by the Borrower, the Facility Agent and each Lender identified on the signature pages hereof.

(b)	Payment of Fees.

(i)	The fees payable on the Effective Date in accordance with the Fee Letters have been paid prior to or on the Effective Date;

(ii)	The fees payable on the Closing Date in accordance with the Fee Letters have been paid prior to or on the Closing Date; and

(iii)

All fees payable in accordance with the Finance Documents and the OeKB Guarantee, including the OeKB Guarantee Premium, and all out-of-pocket costs and expenses due at such time (including fees and disbursements of outside counsel to the Facility Agent) have been paid, or irrevocable instructions, satisfactory to the Lenders, shall be in place to pay such amounts and fees simultaneously with the requested Utilization.

(c)

Financial Statements. The Borrower shall have delivered to the Facility Agent copies of the audited Financial Statements of the Borrower for the Fiscal Year ended December 31, 2018 and unaudited financial statements of the Borrower for the nine (9)-month period ended September 30, 2019, together with a certificate from an Authorized Officer certifying that such Financial Statements fairly present, in all material respects, the financial condition and results of operations and cash flows of the Borrower, for the relevant Fiscal Year or semi-annual period, in all cases prepared in accordance with GAAP except to the extent set forth therein and subject, in the case of the Financial Statements for the nine (9)-month period ended September 30, 2019, to year-end audit adjustments and the absence of footnotes.

(d)

Corporate Documents. The Borrower shall have delivered to the Facility Agent an Officer’s Certificate, dated as of the Closing Date, certifying (i) that attached to such certificate is a true and complete copy of the charter and by-laws (or equivalent documents) of the Borrower as in effect on the date of such certificate; (ii) that attached to such certificate is a true and complete copy of all documents evidencing the corporate authority of the Borrower, including resolutions duly adopted by the Board of Directors or other authorized governing body of the Borrower for (x) the approval of the execution, delivery and performance of this Agreement, the Fee Letters and each other document to be delivered by

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(e)

Borrower’s Certificate. The Borrower shall have delivered to the Facility Agent a certificate of an Authorized Officer of the Borrower, dated as of the Closing Date, certifying that each statement contained therein shall be true and correct as of the Closing Date and certifying that: (i) each of the representations and warranties of the Borrower contained in this Agreement is true and correct in all material respects on the Closing Date as if made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualifications therein) in all respects on such respective dates, (ii) no Event of Default has occurred and is continuing on such date or will result from the consummation of the transactions contemplated by this Agreement or the Fee Letters and (iii) since September 30, 2019, no event, condition, circumstance, action, suit or proceeding at law or in equity or by or before any Governmental Body or arbitral tribunal or other body affecting the Borrower has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

(f)	Legal Opinion. The Facility Agent and each Lender shall have received an opinion of Milbank LLP, New York counsel to the Borrower in form and substance reasonably satisfactory to the Facility Agent and each Lender.

(g)	OeKB Guarantee.

(i)	(A) the OeKB Guarantee shall have been issued in favor of the ECA Agent and the Covered Lenders and shall be in full force and effect and (B) a true, complete and original copy of the OeKB Guarantee (including the OeKB General Terms and Conditions) shall have been received by the ECA Agent.

(ii)	The Borrower shall have paid the OeKB Guarantee Premium or shall have given an irrevocable instruction for the payment of the OeKB Guarantee Premium out of the proceeds of the Premium Loans.

(h)	Absence of Default. No Default or Event of Default shall have occurred and be continuing.

(i)	No Material Adverse Effect. Since September 30, 2019, no event, condition or circumstance affecting the Borrower shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

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(j)

Know Your Customer Requirements. (i) The Lenders and the Facility Agent shall have received, on or prior to the Closing Date, all documentation and other information reasonably requested by the Lenders at least three (3) Business Days prior to the Closing Date in order to allow such Lenders to comply with applicable “know your customer” rules and regulations and Anti-Money Laundering Laws and (ii) at least two (2) Business Days prior to the Closing Date, the Borrower shall have delivered a Beneficial Ownership Certification.

(k)

Project Equipment Supply Agreement. The Facility Agent shall have received duly executed copies of each document that comprises the Project Equipment Supply Agreement, including any amendment that impacts, among other things, (a) completion certificates or loan drawdown procedures, (b) assignment rights under the Project Equipment Supply Agreement and (c) the definition and mechanics related to “Deemed Acceptance Certificates” (as defined under the Project Equipment Supply Agreement).

(l)	Exporter’s Undertaking. The Facility Agent shall have received a duly executed copy of the Exporter’s Undertaking in form and substance reasonably acceptable to the Facility Agent.

(m)	Exporter’s Declaration. The Facility Agent shall have received a duly executed copy of the Exporter’s Declaration in form and substance reasonably acceptable to the Facility Agent.

(n)	Construction Schedule. The Facility Agent shall have received a construction schedule and timeline with respect to the Project Upgrades in form and substance reasonably acceptable to the Facility Agent.

(a)

Representations and No Default. (i) Each of the representations and warranties of the Borrower contained in this Agreement is true and correct in all material respects on the Covered Loan Additional Closing Date as if made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); provided, that any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualifications therein) in all respects on such respective dates and (ii) no Default or Event of Default has occurred and is continuing on such date or will result from the consummation of such borrowing.

(b)

Borrower’s Certificate. The Borrower shall have delivered to the Facility Agent a certificate of an Authorized Officer of the Borrower, dated as of the Covered Loan Additional Closing Date, certifying that each statement contained in clause (a) above shall be true and correct as of the Covered Loan Additional Closing Date; provided that this paragraph 11.2(b) shall not apply in the case of a Covered Loan Utilization Request—Disbursement (Schedule C-1, Part I) is being delivered by the Exporter.

(c)	Covered Loan Utilization Request. The Borrower or the Exporter, as the case may be, shall have delivered to the Facility Agent a Covered Loan Utilization Request in accordance with Section 3.1 (Delivery of a Utilization Request).

(d)	Down Payment. Evidence satisfactory to the ECA Agent confirming that the Down Payment has been received by the Exporter or will be paid to the Exporter simultaneously with the first Utilization by disbursement of the Commercial Loan either directly to the Exporter or as reimbursement to the Borrower.

(e)	OeKB Guarantee.

(i)	The OeKB Guarantee shall be in full force and effect;

(ii)	the OeKB Guarantee shall provide cover in relation to the proposed Covered Loan and in respect of all Covered Loans outstanding as of the date of delivery of the Covered Loan Utilization Request; and

(iii)

the Borrower shall have delivered such additional information, documentation or clarification that the ECA Agent advises (acting upon request of the OeKB Guarantor) is necessary to ensure that the requirements of, or conditions to, the OeKB Guarantee are satisfied; provided, that the ECA Agent uses its reasonable endeavors to request such additional information, documentation or clarification as far as reasonably possible in advance of the proposed date of disbursement of the Covered Loan.

(f)	Evidence of Final Acceptance. As to the final disbursement of the Covered Loan, the Facility Agent shall have received satisfactory evidence that the Final Acceptance has taken place.

(g)	Exporter’s Certificate. The Facility Agent shall have received a duly executed copy of the Exporter’s Certificate in form and substance reasonably acceptable to the Facility Agent.

(a)

Representations and No Default. (i) Each of the representations and warranties of the Borrower contained in this Agreement is true and correct in all material respects on the Commercial Loan Additional Closing Date as if made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); provided, that any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualifications therein) in all respects on such respective dates and (ii) no Default or Event of Default has occurred and is continuing on such date or will result from the consummation of such borrowing.

(b)	Borrower’s Certificate. The Borrower shall have delivered to the Facility Agent a certificate of an Authorized Officer of the Borrower, dated as of the Commercial Loan Additional Closing Date, certifying that each statement contained in clause (a) above shall be true and correct as of the Commercial Loan Additional Closing Date.

(c)	Commercial Loan Utilization Request. The Borrower shall have delivered to the Facility Agent a Commercial Loan Utilization Request in accordance with Section 3.1 (Delivery of a Utilization Request).

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(a)	the Borrower fails to pay on or before the due date, any amount due to the Lenders (unless the failure to pay is caused by an administrative or technical error which is remedied within three (3) Business Days);

(b)

the Borrower shall default in the due performance or observance of any term, covenant, warranty, condition or provision of a Finance Document to which it is a party, not otherwise specified in this Section 12.1 (Events of Default) and, in the case of defaults other than under any of Section 2.3 (Purpose and Use of Proceeds), 10.1(a)(iv) (Annual Unconsolidated Statements), 10.1(b) (Reporting Requirements; Notices), 10.2 (Continuation of Business and Maintenance of Existence), 10.5 (Limitation on Liens), 10.6 (Limitation on Sale and Leaseback Transactions), Section 10.7 (Sanctions and Anti-Corruption Laws), 10.12 (Maintenance of Properties) or 10.17 (Merger, Consolidation or Sale of Assets), 10.18 (Amendments to Documents), and 10.19 (Financial Covenants in Other Agreements) such breach remains unremedied for a period of thirty (30) days or more after the earlier of (i) written notice from the Facility Agent to the Borrower and (ii) knowledge of such breach by an officer of the Borrower;

(c)

the entry by a court having jurisdiction in the premises of (i) an Order for relief in respect of the Borrower in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or (ii) an Order adjudging the Borrower a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Borrower under Applicable Law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Borrower or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such Order for relief or any such other Order unstayed and in effect for a period of thirty (30) consecutive days;

(d)

the commencement by the Borrower of a voluntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of an Order for relief in respect of the Borrower in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under Applicable Law, or the consent by it to the filing of such petition or to the

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(e)	one or more ERISA Events occurs which individually or in the aggregate has, or would reasonably be expected to have, a Material Adverse Effect;

(f)	the Borrower fails to comply with any material provision of the Project Equipment Supply Agreement and such breach remains unremedied beyond any applicable grace period in the Project Equipment Supply Agreement;

(g)

any representation or statement made or deemed to be made by the Borrower in any Finance Document or any other document delivered by or on behalf of the Borrower by an Authorized Officer of the Borrower under or in connection with any Transaction Document is or proves to have been incorrect or incomplete, to the extent not already qualified by materiality, in any material respect when made or deemed to be made (except to the extent such representation or warranty expressly relates to an earlier date, and in such case, shall be true and correct on and as of such earlier date) and in each case if the circumstances so misrepresented are susceptible to cure and not corrected within five (5) days after the earlier of (i) written notice from the Facility Agent to the Borrower and (ii) knowledge of such breach by an officer of the Borrower;

(i)	it becomes unlawful for the Borrower to perform in any material respect any of its Obligations under any Finance Document;

(ii)	any obligation or obligations of the Borrower under any of the Finance Documents are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents; or

(iii)	any Finance Document ceases to be in full force and effect or is alleged by a party to it (other than a Finance Party) to be ineffective;

(i)	the Borrower suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a part of its business which has, or would reasonably be expected to have, a Material Adverse Effect; provided that temporary suspensions in connection with maintenance in the ordinary course of business shall not constitute an Event of Default under this clause (i);

(i)	the Borrower or any of its Subsidiaries shall fail to make any payment (whether of principal or interest or other amount and regardless of amount) in respect of any

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(ii)

any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity pursuant to any document evidencing or relating to such Material Indebtedness (other than by a mandatory prepayment required due to asset sale, casualty or condemnation (other than a total loss) or debt or equity issuance), and the Borrower fails to demonstrate, to the satisfaction of the Lenders, that the acceleration of such Material Indebtedness would not reasonably be expected to have a Material Adverse Effect; and

(k)

one or more judgments for the payment of money in an aggregate amount exceeding $100,000,000 shall be rendered against the Borrower or any of its Subsidiaries and shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any asset of the Borrower or its Subsidiary, as applicable, to enforce any such judgment.

(a)	Upon the occurrence of an Event of Default:

(i)	under Section 12.1(c) or Section 12.1(d) (Events of Default) to the extent permitted by Applicable Law, the Obligations shall automatically and immediately become due and payable and the Facility Agent shall take the actions set forth in paragraph (b) below (other than paragraph (b)(i));

(ii)	all outstanding Loans shall bear interest in accordance with Section 5.2 (Default Interest).

(b)	Upon the occurrence, and during the continuance, of any Event of Default, the Majority Lenders or the Facility Agent as instructed by the Majority Lenders may, by notice given to the Borrower, take any of the following actions:

(i)	declare all Obligations to be immediately due and payable; and

(ii)	to the extent permitted by Applicable Law:

(A)	take such actions and commence such proceedings as may be permitted at law or in equity; and

(B)	cancel any or all Unused Commitments,

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(c)

The Facility Agent will use commercially reasonable efforts to notify the Borrower and each Lender upon its satisfaction as to the cessation of an Event of Default without undue delay upon obtaining actual knowledge thereof, it being understood that no failure or delay on the part of the Facility Agent to provide any such notice will (i) give rise to any claim by the Borrower or any Lender against the Facility Agent or (ii) extend the period during which an Event of Default exists.

(a)	This Agreement and the other Finance Documents shall inure to the benefit of and be binding upon the parties hereto and thereto, their respective successors and any permitted assignee of some or all of the parties’ rights or obligations under this Agreement and the other Finance Documents as permitted under this Section 13.1 (Assignment by Lenders).

(b)	A Lender (the “Existing Lender”) may assign or transfer all or any part of its rights in respect of the Obligations, this Agreement and the other Finance Documents to or in favor of any Lender, any Affiliate of any Lender or the OeKB Guarantor upon notice to the Facility Agent and the Borrower and have its corresponding obligations hereunder and thereunder assumed by such Person; provided, that:

(i)	except with respect to an assignment or transfer to any Lender or Affiliate of any Lender, no Lender shall be permitted to make a partial assignment or transfer of Loans in a principal amount of less than $5,000,000 and, if greater, in an amount which is an integral multiple of $500,000;

(ii)

the Facility Agent’s and the Borrower’s consent to assignment shall be required (which consent shall not be unreasonably withheld, delayed or conditioned) for any assignment to a Person other than any Lender, any Affiliate of any Lender or the OeKB Guarantor; unless an Event of Default has occurred and is continuing and in such case a Lender may make an assignment or transfer to any Person with the Facility Agent’s consent and such transfer or assignment shall not require the consent of the Borrower and shall not be subject to any restriction (including those set forth in this Section 13.1 (Assignment by Lenders)); provided, that no Loans may be assigned to any Sanctions Target; this restriction shall not apply to any Restricted Finance Party if and to the extent it would result in any violation of, conflict with or liability under any EU Anti-Boycott Regulation;

(iii)	no assignment or transfer may be made to the Borrower or any Affiliate thereof; and

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(iv)	with respect to Covered Loans, the consent of the ECA Agent acting on behalf of the OeKB Guarantor shall be required.

(c)

If the Borrower has not given the Facility Agent notice of its objection to an assignment of a Loan within five (5) Business Days after receiving notice of such assignment, the Borrower shall be deemed to have consented to the assignment. Any assignment made hereunder shall become effective when the Facility Agent executes a duly completed and executed Transfer Certificate which is delivered by the Existing Lender and the Permitted Transferee. Any such assignee shall be treated as a party to this Agreement and the OeKB Guarantee for all purposes of this Agreement and the OeKB Guarantee and the other Finance Documents and shall be entitled to the full benefit hereof and thereof and shall be subject to the obligations of the Lenders to the same extent as if it were an initial party in respect of the rights assigned to it and obligations assumed by it and the Lender making such assignment shall be released and discharged accordingly.

(d)	If the consent of the Borrower is required for any assignment, the Facility Agent shall not be obligated to enter into a Transfer Certificate if the Borrower withholds its consent.

(e)

The Lenders may provide to any potential permitted assignee or transferee such information, including Confidential Information, concerning this Agreement, the other Finance Documents, the OeKB Guarantee and the financial position and the operations of the Borrower as, in the reasonable opinion of the Lenders, may be relevant or useful in connection with this Agreement, the other Finance Documents or any portion thereof proposed to be acquired by such assignee or transferee; provided, that each recipient of such information agrees not to disclose such information to any other Person except as permitted pursuant to Section 20.1(d) (Confidential Information).

(f)

The Facility Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices at KfW IPEX-Bank GmbH, Palmengartenstrasse 5-9, 60325 Frankfurt am Main, Germany a copy of each assignment delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of (and stated interest on) the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Facility Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(g)	Each new Lender, by executing the relevant Transfer Certificate, confirms that the Facility Agent, has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lenders in accordance with this Agreement before the date the transfer becomes effective.

(h)	Each new Lender shall pay to the Facility Agent a processing and recordation fee of $5,000 upon execution and delivery of the relevant Transfer Certificate.

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(i)

Any Lender may at any time, without the consent of, or notice to, the Borrower or the Facility Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights or obligations under this Agreement (including all or a portion of its Commitment or the Loans owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Facility Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

(j)

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver of Section 22.4 (Amendment and Waiver) that affects such Participant and that requires the consent of each Lender. 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 amounts of (and stated interest on) each Participant’s interest in the Loans or other obligations under the Finance Documents (the “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the 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 Finance Document) to any Person except to the extent that 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 and Section 1.163-5(b) of the proposed United States Treasury Regulations. 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 such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Facility Agent (in its capacity as Facility Agent) shall have no responsibility for maintaining a Participant Register.

(k)

Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(l)	In connection with any assignment, participation or pledge made pursuant to this Section 13.1 (Assignment by Lenders), the Borrower agrees to enter into such documents as may reasonably be required by a Lender to evidence such assignment, participation or pledge.

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(a)	Each Finance Party (other than the Facility Agent) hereby irrevocably appoints and authorizes the Facility Agent to act on its behalf as its agent under and in connection with the Finance Documents. By its signature below, the Facility Agent (or any successor thereto pursuant to this Article 14 (Administrative Parties)) accepts such appointment.

(b)	Each Finance Party (other than the Facility Agent) irrevocably authorizes the Facility Agent in such capacity to:

(i)	take such actions, perform the duties and to exercise the rights, powers, authorities and discretions that are specifically delegated to the Facility Agent under or in connection with the Finance Documents, together with any other incidental rights, powers, authorities and discretions as are reasonably incidental thereto; and

(ii)	enter into and deliver each Finance Document expressed to be entered into by the Facility Agent.

(c)

Each of the Finance Parties (other than the Facility Agent) hereby exempts the Facility Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other Applicable Law, in each case to the extent legally possible to such Finance Party. A Finance Party which cannot grant such exemption shall notify the Facility Agent accordingly.

(d)	The provisions of this Article 14 (Administrative Parties) are solely for the benefit of the Finance Parties and the Borrower shall not have rights as a third-party beneficiary of any such provision.

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(a)	Unless a contrary indication appears in a Finance Document or the OeKB Guarantee, the Facility Agent is hereby authorized by the Finance Parties party hereto to execute, deliver and perform each of the Finance Documents to which the Facility Agent is or is intended to be a part.

(b)	The Facility Agent is not authorized to act on behalf of a Lender (without first obtaining such Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document or the OeKB Guarantee.

(c)	The Facility Agent may:

(i)

assume, absent actual knowledge or written notice to the contrary, that (A) any representation made by any Person in connection with any Finance Document is true, (B) no Default or Event of Default exists, (C) no Person is in breach of or in default under its obligations under any Finance Document and (D) any right, power, authority or discretion vested herein upon the other Agent has not been exercised;

(ii)	assume, absent actual knowledge or written notice to the contrary, that any notice or certificate given by any Person has been validly given by a Person authorized to do so and act upon such notice or certificate unless the same is revoked or superseded by a further such notice or certificate;

(iii)

assume, absent written notice to the contrary, that the address, facsimile, email and telephone numbers for the giving of any written notice to any Person hereunder is that identified in Section 21.1 (Notices) until it has received from such Person a written notice designating some other office of a Person to replace any such address or facsimile or email or telephone number and act upon any such notice until the same is superseded by a further such written notice; and

(iv)

employ, the out-of-pocket costs and expenses of which shall be for the account of the Borrower, attorneys, consultants, accountants or other experts whose advice or services the Facility Agent may reasonably determine is necessary (provided, that, in connection with an exercise of remedies following the occurrence of an Event of Default, the Facility Agent shall be permitted to employ any such Person at the reasonable expense of the Borrower as it determines to be necessary in its sole discretion), may pay reasonable and documented fees and expenses for the advice or service of any such Person and may rely upon any advice so obtained; provided, that the Facility Agent shall be under no obligation to act upon such advice if it does not deem such action to be appropriate.

(a)	The Facility Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

(b)	The Facility Agent shall forward promptly to a Finance Party the original or a copy of any document which it receives under this Agreement and the other Finance Documents,

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(c)	The Facility Agent shall perform its duties in accordance with the Finance Documents and any instructions given to it by the Majority Lenders, which instructions shall be binding on all Finance Parties party hereto.

(d)

The Facility Agent shall have no responsibility for the accuracy or completeness of any information supplied by any Person in connection with the Project Upgrades or for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other document referred to herein or provided for herein or therein or for any recitals, statements, representations or warranties made by the Borrower or any other Person contained in this Agreement or any other Finance Document or in any certificate or other document referred to or provided for in or received by the Facility Agent, hereunder or thereunder. The Facility Agent shall not be liable as a result of any failure by the Borrower or its Affiliates or any Person party hereto or to any other Finance Document to perform their respective obligations hereunder or under any other Finance Document or any document referred to or provided for herein or therein or as a result of taking or omitting to take any action hereunder or in relation to any Finance Document, except to the extent of the Facility Agent’s gross negligence, fraud or willful misconduct.

(e)

The Facility Agent is not obligated to monitor or enquire whether a Default or Event of Default has occurred. The Facility Agent shall not be deemed to have knowledge of or notice of the occurrence of a Default or Event of Default unless the Facility Agent has actual knowledge of such Default or Event of Default or has received a notice from a Finance Party, referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “Notice of Default.” If the Facility Agent has received notice from a Person describing a Default or Event of Default or receives such a “Notice of Default,” the Facility Agent shall give prompt notice thereof to the other Agent and each Lender. The Facility Agent shall take such action with respect to such Default or Event of Default as is provided in Article 12 (Events of Default and Remedies); provided, that, unless and until the Facility Agent shall have received such directions, it may (but shall not be obligated to) take such action or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable and in the best interest of the Finance Parties.

(f)	The Facility Agent shall not:

(i)

be bound to inquire as to (A) whether or not any representation made by any other Person in connection with any Finance Document is true, (B) the occurrence or otherwise of any Default or Event of Default, (C) the performance by any other Person of its obligations under any of the Finance Documents or (D) any breach or default by any other Person of its obligations under any of the Finance Documents;

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(ii)	be bound to account to any Person for any sum or the profit element of any sum received by it for its own account except as provided in this Agreement; or

(iii)	be bound to disclose to any Person any information relating to the Project Upgrades or to any Person if such disclosure would or might in its opinion, constitute a breach of any Applicable Law or otherwise be actionable at the suit of any Person.

(g)	The Facility Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

(h)

It is understood and agreed by each Finance Party hereto (for itself and any Person claiming through it) that, except as expressly set forth herein, it has itself been and will continue to be, solely responsible for making its own independent appraisal of and investigations into, the financial condition, creditworthiness, condition, affairs, status and nature of each Person and, accordingly, each such Finance Party hereto warrants to the Facility Agent that it has not relied on and will not hereafter rely on the Facility Agent:

(i)	in making its decision to enter into this Agreement, any other Finance Document, the OeKB Guarantee or any amendment, waiver or other modification hereto or thereto;

(ii)	to check or inquire on its behalf into the adequacy, accuracy or completeness or any information provided by any Person in connection with any of the Finance Documents or the transactions therein contemplated (whether or not such information has been or is hereafter circulated to such Person by the Facility Agent); or

(iii)	to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of any Person.

(a)	Except as specifically provided in a Finance Document:

(i)	nothing in the Finance Documents makes an Administrative Party a trustee or fiduciary of any other person; and

(ii)	no Administrative Party shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

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(b)

Each Lender (x) represents and warrants, as of the date of becoming a Lender party hereto, to, and (y) covenants, from the date of becoming a Lender party hereto to the date of ceasing to be a Lender party hereto, for the benefit of, the Agents, the Mandated Lead Arranger and its respective 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:

(i)	such Lender 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 transactions contemplated by this Agreement and the Finance Documents;

(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 entrance into, participation in, administration of and performance of the transactions contemplated by this Agreement and the Transaction Documents,

(iii)

(A) such Lender 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 to enter into, participate in, administer and perform the transactions contemplated by this Agreement and the Transaction Documents, (C) the entrance into, participation in, administration of and performance of the transactions contemplated by this Agreement and the Transaction Documents satisfies the requirements of subsections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the transactions contemplated by this Agreement and the Transaction Documents; or

(iv)	such other representation, warranty and covenant as may be agreed in writing between each Arranger, the Agent and such Lender.

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(a)	Each Administrative Party may accept deposits from, lend money to and generally engage in any kind of banking or other business with the Borrower.

(b)	If it is also a Lender, each Administrative Party has the same rights and powers under the Finance Documents and, with respect to the Covered Lenders, the OeKB Guarantee, as applicable, as any other Lender and may exercise those rights and powers as though it were not an Administrative Party.

(c)	Each Administrative Party may carry on any business with the Borrower or its related entities (including acting as an agent or a trustee in connection with any other financing).

(a)	the adequacy, accuracy or completeness of any statement or information (whether oral or written) made, given or supplied by any person in or in connection with any Finance Document or the OeKB Guarantee, as applicable;

(b)	the legality, validity, effectiveness, adequacy, completeness or enforceability of any Finance Document, the OeKB Guarantee, as applicable, or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document, the OeKB Guarantee, as applicable; or

(c)	any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by Applicable Law or regulation relating to insider dealing or otherwise.

(a)	Without limiting paragraph (a)(ii) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of any Administrative Party), no Administrative Party nor any of its respective officers, directors, employees or agents shall be liable to any Person for:

(i)	any damage, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document, the OeKB Guarantee, as applicable, unless directly caused by its gross negligence, willful misconduct or fraud, as determined by a court of competent jurisdiction;

(ii)	exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the OeKB Guarantee, as applicable, or the arrangement or document entered into, made or executed in anticipation of,

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(iii)	without prejudice to the generality of paragraphs (a)(i) and (a)(ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A)	any act, event or circumstance not reasonably within its control; or

(B)	the general risks of investment in, or the holding of assets in, any jurisdiction,

(b)

Neither the Administrative Party nor any of its officers, directors, employees or agents shall be liable to any Person for any action taken or omitted under this Agreement, under the other Finance Documents or the OeKB Guarantee, as applicable, or in connection therewith, except to the extent caused by the gross negligence, fraud or willful misconduct of such Administrative Party, as determined by a court of competent jurisdiction. The Finance Parties party hereto each (for itself any Person claiming through it) hereby release, waive, discharge and exculpate such Administrative Party for any action taken or omitted under this Agreement, under the other Finance Documents or the OeKB Guarantee, as applicable, or in connection therewith, except to the extent caused by the gross negligence, fraud or willful misconduct of such Administrative Party as determined by a court of competent jurisdiction. Each Administrative Party will not be liable for any delay (or any related consequences) in crediting an account with an amount required under any Finance Document or the OeKB Guarantee, as applicable, to be paid by such Administrative Party if the Administrative Party has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing or settlement system used by the Administrative Party for that purpose.

(c)

No Finance Party (other than the relevant Administrative Party (as applicable)) may take any proceedings against any officer, employee or agent of an Administrative Party in respect of any claim it might have against such Administrative Party or in respect of any act or omission of any kind by such officer, employee or agent in relation to any Finance Document, the OeKB Guarantee, as applicable, except in respect of proceedings for fraud. Any officer, employee or agent of an Administrative Party may enforce and enjoy the benefit of this Section 14.8 (Exclusion of Liability).

(d)	Nothing in this Agreement shall obligate any Administrative Party to carry out:

(i)	any “know your customer” or other checks in relation to any person; or

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(ii)	any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender,

(e)

Without prejudice to any provision of any Finance Document or the OeKB Guarantee, as applicable, excluding or limiting an Administrative Party’s liability, any liability of an Administrative Party arising under or in connection with any Finance Document, the OeKB Guarantee, as applicable, shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of such Administrative Party or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to such Administrative Party at any time which increase the amount of such loss. In no event shall any Administrative Party be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not foreseeable, whether or not such Administrative Party has been advised of the possibility of such loss or damages and regardless of whether the claim for loss or damage is made in negligence, breach of contract, duty or otherwise.

(a)

Without limiting the liability of the Borrower under the Finance Documents, each Commercial Lender shall indemnify (in proportion to such Commercial Lender’s share of total outstanding Commercial Loans or, if no Commercial Loans are then outstanding, its share of the Total Commercial Loan Commitment), the Facility Agent, within three (3) Business Days of demand against any cost, loss or liability Incurred by the Facility Agent, except to the extent that the cost, loss or liability is caused by the Facility Agent’s gross negligence, willful misconduct or fraud in acting as such Agent under the Finance Documents (unless the Facility Agent has been reimbursed by the Borrower pursuant to a Finance Document).

(b)

Without limiting the liability of the Borrower under the Finance Document or under the OeKB Guarantee, as applicable, each Covered Lender shall indemnify (in proportion to such Covered Lender’s share of total outstanding Covered Loans or, if no Covered Loans are then outstanding, its share of the Total Covered Loan Commitment), each Agent, within three (3) Business Days of demand against any cost, loss or liability Incurred by such Agent, except to the extent that the cost, loss or liability is caused by such Agent’s gross negligence, willful misconduct or fraud in acting as such Agent under the Finance Documents or the OeKB Guarantee, as applicable (unless the applicable Agent has been reimbursed by the Borrower pursuant to a Finance Document or the OeKB Guarantee, as applicable).

(c)	The Borrower shall immediately on demand reimburse any Lender for any payment such Lender makes to an Agent under this Section 14.9 (Lender’s Indemnity).

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(a)	The Facility Agent may resign and appoint one of its Affiliates as successor Facility Agent by giving written notice to the Lenders and the Borrower.

(b)	Alternatively, the Facility Agent may resign by giving thirty (30) days’ written notice to the Lenders and the Borrower, in which case the Majority Lenders (with the consent of the Borrower so long as no Event of Default has occurred and is continuing) may appoint a successor Facility Agent.

(c)	The Majority Lenders may remove the Facility Agent from its appointment hereunder with or without cause by giving prior written notice to that effect to the Facility Agent and the Borrower.

(d)	If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within twenty (20) days after notice of resignation or removal was given, the retiring Facility Agent (with the consent of the Borrower so long as no Event of Default has occurred and is continuing) may appoint a successor Facility Agent.

(e)	The retiring Facility Agent shall, at its own cost:

(i)	make available to the successor Facility Agent those documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as the Facility Agent under the Finance Documents and the OeKB Guarantee, as applicable; and

(ii)	enter into and deliver to the successor Facility Agent those documents and effect any registrations as may be reasonably required for the transfer or assignment of all of its rights and benefits under the Finance Documents to the successor Facility Agent.

(f)	The resignation of the Facility Agent and the appointment of any successor Facility Agent shall both become effective only when the successor Facility Agent notifies all the Finance Parties that it accepts its appointment.

(g)	On giving the notification, the successor Facility Agent shall succeed to the position of the Facility Agent and the term “Facility Agent” shall mean the successor Facility Agent.

(h)

Upon its resignation becoming effective, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents and the OeKB Guarantee, as applicable (other than its obligations under paragraph (e) above and other than any accrued liabilities) but shall remain entitled to the benefit of this Section 14.10 (Resignation and Replacement of the Facility Agent). The provisions of this Agreement shall inure to the retiring Facility Agent’s benefit as to any actions taken or omitted to be taken by it under this Agreement and the other Finance Documents and the OeKB Guarantee, as applicable, while it was Facility Agent. Any successor and each of the other Finance Parties shall have

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(i)	After consultation with the Borrower, the Majority Lenders may, by notice to the Facility Agent, require it to resign under paragraph (c) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

(a)	Each of the Facility Agent and ECA Agent may treat the person shown in its records as Covered Lender at the opening of business (in the place of the Facility Agent’s or ECA Agent’s principal office, as applicable, as notified to the Finance Parties from time to time) as each Covered Lender acting through its lending office:

(i)	entitled to or liable for any payment due under any Finance Document or OeKB Guarantee on such day; and

(ii)	entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document or OeKB Guarantee made or delivered on such day,

(b)	The Facility Agent may at any time and shall, if requested to do so by the Majority Lenders, convene a meeting of the Lenders.

(c)	Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or dispatched to such Lender under the Finance Documents or the OeKB Guarantee, as applicable.

(i)	Any such notice:

(A)

shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under a Finance Document or the OeKB Guarantee, as applicable) electronic mail address and any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made); and

(B)	shall be treated as a notification of a substitute address, fax number, electronic mail address, department and officer by such Lender for the purposes of the Finance Documents or the OeKB Guarantee, as applicable.

(ii)	The Facility Agent is entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were such Lender.

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(d)	The Facility Agent shall keep a record of all Finance Parties and supply any other Finance Party with a copy of the record on request. The record shall include each Lender’s contact details for the purposes of the Finance Documents and the OeKB Guarantee, as applicable, and its lending office.

14.12	Appointment of the ECA Agent.

(a)	Each of the Covered Lenders irrevocably appoints the ECA Agent to act as its agent under and in connection with the OeKB Guarantee. By its signature below, the ECA Agent (or any successor thereto pursuant to this Article 14 (Administrative Parties)) accepts such appointment.

(b)	Each of the Covered Lenders irrevocably authorizes the ECA Agent to:

(i)	perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the ECA Agent under or in connection with the OeKB Guarantee together with any other incidental rights, powers, authorities and discretions; and

(ii)	enter into and deliver on its behalf the OeKB Guarantee and agrees severally to be bound by the terms and conditions of the OeKB Guarantee as if it had executed and delivered the OeKB Guarantee for and in its own name.

(c)

Any bank or financial institution serving as ECA Agent hereunder shall have the same rights and powers in its capacity as a Covered Lender as any other Covered Lender and may exercise the same as though it were not the ECA Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or Affiliate thereof as if it were not the ECA Agent hereunder.

(d)

Each Covered Lender expressly confirms that it releases the Facility Agent and the ECA Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other Applicable Law as provided for in paragraph (c) of Section 14.1 (Appointment of the Facility Agent) and this Section 14.12 (Appointment of the ECA Agent).

14.13	Representations and Agreement.

14.14	Communications.

14.15	Limitation on Right to Make Claims.

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14.16	Resignation of the ECA Agent.

(a)	The ECA Agent may resign and appoint one of its Affiliates as successor by giving notice to the Covered Lenders and the Borrower.

(b)	Alternatively, the ECA Agent may resign by giving thirty (30) days’ notice to the Covered Lenders and the Borrower, in which case the Covered Lenders, acting unanimously (after consultation with the Borrower) may appoint a successor ECA Agent.

(c)	If the Covered Lenders, acting unanimously, have not appointed a successor ECA Agent in accordance with paragraph (b) above within twenty (20) days after notice of resignation was given, the retiring ECA Agent (with the consult of the Borrower so long as no Default or Event of Default has occurred or is continuing) may appoint a successor ECA Agent.

(d)	The retiring ECA Agent shall, at its own cost:

(i)	make available to the successor ECA Agent such documents and records and provide such assistance as the successor ECA Agent may reasonably request for the purposes of performing its functions as ECA Agent under the Finance Documents; and

(ii)	enter into and deliver to the successor ECA Agent those documents and effect any registrations as may be reasonably required for the transfer or assignment of all of its rights and benefits under the Finance Documents to the successor ECA Agent.

(e)	The ECA Agent’s resignation notice shall only take effect upon the appointment of a successor.

(f)

Upon the appointment of a successor, the retiring ECA Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (d) above) but shall remain entitled to the benefit of Section 14.9(b) (Lender’s Indemnity) and this Article 14 (Administrative Parties) (and any agency fees for the account of the retiring ECA Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Administrative Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original party.

(g)	Pursuant to the terms of the OeKB Guarantee, the parties hereto acknowledge that any successor ECA Agent shall be required to act as “Guarantee Holder” under the OeKB Guarantee. The “Guarantee Holder” under the OeKB Guarantee shall not transfer the OeKB Guarantee or any rights thereunder to any successor ECA Agent or any other third party without the express written consent of the OeKB Guarantor.

14.17	Replacement of the ECA Agent.

(a)

With the consent of the Borrower (so long as no Default or Event of Default has occurred or is continuing), the Covered Lenders, acting unanimously, may, by giving thirty (30) days’ notice to the ECA Agent (or, at any time the ECA Agent is an Impaired Agent, by giving any shorter notice determined by the Covered Lenders, acting unanimously) replace the ECA Agent by appointing a successor ECA Agent, which shall be acceptable to the OeKB Guarantor.

(b)	The retiring ECA Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Covered Lenders) make available to the successor ECA Agent such documents and records and provide such assistance as the successor ECA Agent may reasonably request for the purposes of performing its functions as ECA Agent under the Finance Documents.

(c)

The appointment of the successor ECA Agent shall take effect on the date specified in the notice from the Covered Lenders, acting unanimously, to the retiring ECA Agent. As from this date, the retiring ECA Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of Section 14.9(b) (Lender’s Indemnity) and this Article 14 (Administrative Parties) (and any agency fees for the account of the retiring ECA Agent shall cease to accrue from (and shall be payable on) that date).

(d)	Any successor ECA Agent and each of the other parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original party.

14.18	No Liability.

(a)	In acting as an agent for the Finance Parties, each Administrative Party shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions and departments.

(b)	If information is received by another division or department of any Administrative Party, it may be treated as confidential to such division or department and such Administrative Party shall not be deemed to have notice of it.

14.20	Consent of the OeKB Guarantor.

(a)

At any time in which the OeKB Guarantor’s consent is required under the terms of the OeKB Guarantee, for any consent, waiver, approval, direction, amendment, supplement or other modification or any other action to be taken by the Covered Lenders with respect to this Agreement or any other Finance Document, the Facility Agent shall not take such action until the ECA Agent, has notified the Facility Agent that such consent has been obtained. The Facility Agent shall notify the Covered Lenders that such consent has been obtained or denied, as the case may be.

(b)

Notwithstanding the foregoing or anything else to the contrary in this Agreement or the Finance Documents, the parties hereto acknowledge and agree that, pursuant to the terms of the OeKB Guarantee, the OeKB Guarantor shall have sole consent and approval rights over any waivers, amendments, supplements or modifications of or under this Agreement and shall, in its sole discretion, direct the voting of the Covered Lenders through the ECA Agent.

(a)	the financial condition, creditworthiness, status and nature of the Borrower;

(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the OeKB Guarantee and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(c)

whether such Covered Lender has recourse, and the nature and extent of such recourse, against any Finance Party or any of its respective assets under or in connection with any Finance Document, the OeKB Guarantee, the transactions contemplated by the Finance Documents, the OeKB Guarantee, or any other agreement, arrangement or document entered into made or executed in anticipation of, under or in connection with any Finance Document, the OeKB Guarantee, as applicable; and

(d)

the adequacy, accuracy and completeness of any reports and any other information provided by any Administrative Party, by any Finance Party or by any other person under or in connection with any Finance Document, the OeKB Guarantee, the transactions contemplated by the Finance Documents and OeKB Guarantee, or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document and the OeKB Guarantee.

(a)	While no Event of Default is continuing, the Borrower shall make all payments in accordance with Article 16 (Payment Mechanics).

(b)

Following an Event of Default that is continuing, provided the Facility Agent has declared all Obligations immediately due and payable, all payments shall be made to the Facility Agent for distribution to the Lenders in accordance with this Agreement, such that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the Applicable Percentage of the Covered Loans or Commercial Loans, as the case may be, owing to them; provided, that the provisions of this Section 14.24 (Payments) shall not be construed to apply to:

(i)	any payment made in respect of an obligation that is secured by a Permitted Lien or that is otherwise entitled to priority over the Borrower’s obligations under or in connection with the Finance Documents or the OeKB Guarantee, as applicable; or

(ii)	any payment to which such Lender is entitled in its capacity as a party to any Finance Document or the OeKB Guarantee, as applicable.

14.25	Agents as Lender.

15.1	Conduct of Business by the Finance Parties.

(a)	interfere with the right of any Finance Party to arrange its affairs (Tax or otherwise) in whatever manner it deems appropriate;

(b)	obligate any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)	obligate any Finance Party to disclose any information relating to its affairs (Tax or otherwise) or any computations in respect of Tax.

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(a)

On each date on which the Borrower or a Lender is required to make a payment under a Finance Document (including as relates to any payments to be made in respect of the OeKB Guarantee), the Borrower or such Lender shall make the same available to the Facility Agent or (in the case of any disbursement or payment expressed to be made or payable under the terms of any Finance Document) to the relevant Agent, for value on the due date at the time and in U.S. Dollars.

(b)	Payment shall be made to such account as the Facility Agent specifies.

(a)	in the case of payment for the Borrower, to the account identified in writing by the Borrower to an Agent;

(b)	in the case of payment for a Lender, for the account of its lending office; and

(c)	in the case of payment for any other Finance Party (other than the Borrower or a Lender), to such account with a bank in New York City as that Finance Party may notify to the Facility Agent by not less than five (5) Business Days’ prior notice.

(a)	Where a sum is to be paid to an Agent under the Finance Documents or the OeKB Guarantee, as applicable, for another Finance Party, such Agent is not obligated to pay that sum to that other Finance Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction such it has actually received that sum.

(b)	If an Agent pays an amount to another Finance Party and it proves to be the case that such Agent has not actually received such amount, then the Finance Party to whom such amount (or the proceeds of any related exchange contract) was paid by such Agent shall on demand refund such amount to such Agent.

(a)

Any payment which is due to be made on a day that is not a Business Day will be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not). If the Final Maturity Date is not a Business Day, any payment due on the Final Maturity Date shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)	During any extension of the due date for payment of any principal or Unpaid Sum approved by the Finance Parties under a Finance Document and the OeKB Guarantee, interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

(a)	Subject to paragraphs (b) below, U.S. Dollars is the currency of account and payment for any sum due from the Borrower under any Finance Document and the OeKB Guarantee.

(b)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are Incurred.

(a)	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognized by the central bank of any country as the lawful currency of that country, then:

(i)	any reference in the Finance Documents to, and any Obligations arising under the Finance Documents in, the currency of that country will be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with the Borrower); and

(ii)	any translation from one currency or currency unit to another will be at the official rate of exchange recognized by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).

(b)

If a change in any currency of a country occurs (including where there is more than one currency or currency unit recognized at the same time as the lawful currency of a country), the Finance Documents will, to the extent the Facility Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the relevant interbank market and otherwise reflect the change in currency.

(a)	the application of any Bail-In Action to any such liabilities arising hereunder which may be payable to it by any Finance Party hereto; 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 in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability; and

(ii)	a conversion of all, or a portion of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

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(c)	the variation of any term of any Finance Document or the OeKB Guarantee to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

20.1	Confidential Information.

(a)	where such information becomes publicly available or widely known by the public other than by a breach of this Agreement, or is known by the receiving party prior to the entry of this Agreement or obtained independently of this Agreement, and the disclosure of such information would not breach any other confidentiality obligations;

(b)	if required by Applicable Law or requested by any Governmental Body having jurisdiction over such party (after providing written notice to the Borrower and, to the extent practicable, giving the Borrower an opportunity to lawfully object to such disclosure);

(c)	to its Affiliates and those of its and its Affiliates’ directors, officers, employees, accountants, attorneys, agents, advisors, insurers, insurance brokers and representatives who need to have knowledge of such information in connection with this Agreement and the transactions contemplated herein;

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(d)	to any Person to whom such party, in good faith, anticipates assigning an interest in this Agreement as contemplated by Section 13.1 (Assignment by Lenders) and such Person’s Affiliates and the representatives, consultants and advisors of such Person or its Affiliates who have a legitimate need to know such information in connection with an assignment;

(e)

to the OeKB Guarantor such Confidential Information as that Finance Party reasonably considers appropriate. The Borrower acknowledges that the OeKB Guarantor may disclose information as required by the rules, regulations or recommendations of the OECD, including, but not limited to, publishing the executive summary on the OeKB Guarantor’s website), the European Union and the information the OeKB Guarantor reasonably considers appropriate in order to arrange and manage any reinsurance or other security arrangements to cover its risk exposure;

(f)	to the Exporter; and

(g)	in connection with the exercise of any duties or remedies hereunder or any suit, action or proceeding relating to this Agreement or the OeKB Guarantee (or in satisfaction of the insureds’ obligations thereunder).

(a)	This Article 20 (Confidential Information) constitutes the entire agreement between the Finance Parties in relation to the obligations of the Finance Parties under the Finance Documents and the OeKB Guarantee regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

(b)	No Finance Party will be liable for any loss, cost, liability or other claim in connection with the Confidential Information beyond reasonably foreseeable losses and will not be liable for lost profits or consequential or punitive damages.

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(a)	the date on which all amounts payable by the Borrower under or in connection with the Finance Documents and the OeKB Guarantee (pursuant to the terms of the Finance Documents) have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b)	the date on which such Finance Party otherwise ceases to be a Finance Party.

(a)	if to the Borrower:

(b)	if to the Facility Agent:

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(c)	if to the ECA Agent:

(d)	if to the Lenders, at the addresses noted on Schedule A (Commitments); and

(e)

in accordance with Section 22.5 (English Language), any notices and communications given in respect of this Agreement shall be given in the English language, or if given in any other language, that notice or communication shall be accompanied by an English translation of it (if requested by the OeKB Guarantor or the ECA Agent), which shall be certified as being a true and correct translation of the notice or communication.

(a)	Any communication to be made between any of the Finance Parties under or in connection with the Finance Documents and the OeKB Guarantee, may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if the relevant Finance Parties:

(i)	agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii)	notify each other in writing of their electronic mail address and any other information required to enable the sending and receipt of information by that means; and

(iii)	notify each other of any change to their electronic mail address or any other such information supplied by them by not less than five (5) Business Days’ notice.

(b)	Any such electronic communication as specified in paragraph (a) above made between any two Finance Parties will be effective only when actually received (or made available) in readable form.

(c)	Any electronic communication which would otherwise become effective on a nonworking day or after business hours in the place of receipt will be deemed only to become effective on the next working day in that place.

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(d)	Any reference in a Finance Document to a communication being sent or received will be construed to include that communication being made available in accordance with this Section 21.3 (Electronic Communication).

(a)	the legality, validity or enforceability in that jurisdiction of any other provision of the Finance Documents or the OeKB Guarantee; or

(b)	the legality, validity or enforceability in other jurisdictions of that or any other provision of the Finance Documents or the OeKB Guarantee.

(a)	No investigation by or on behalf of any Finance Party, into the affairs of the Borrower will prejudice any rights or remedies held by or on behalf of a Finance Party under the Finance Documents or the OeKB Guarantee.

(b)

No failure to exercise, nor any delay in exercising, on the part of or on behalf of any Finance Party, any right or remedy under a Finance Document or the OeKB Guarantee will operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document or the OeKB Guarantee. No election to affirm any Finance Document on the part of or on behalf of any Finance Party will be effective unless it is in writing. No single or partial exercise of any right or remedy will prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document or the OeKB Guarantee are cumulative and not exclusive of any rights or remedies provided by law and may be waived only in writing and specifically.

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(a)

Except as otherwise expressly provided in this Agreement and subject to paragraph (c) and paragraph (d) below, any term of the Finance Documents may be amended, modified, waived or supplemented only with the consent of the Majority Lenders or the Borrower, and, to the extent it is a party, the Facility Agent (acting on behalf of the Majority Lenders), and any such amendment, waiver, modification or supplement shall be binding on all parties.

(b)

(i) Any waiver or modification of any provision of this Agreement that has the effect (either immediately or at some later time) of enabling the Borrower to satisfy a condition precedent to the making of a Loan of any Class shall not be effective against the Lenders of such Class for purposes of the Commitments of such Class unless the Majority Lenders of such Class shall have concurred with such waiver or modification and (ii) no waiver or modification of any provision of this Agreement or any other Finance Document that would reasonably be expected to adversely affect the Lenders of any Class in a manner that does not affect all Classes equally shall be effective against the Lenders of such Class unless the Majority Lenders of such Class shall have concurred with such waiver or modification.

(c)	Except as otherwise expressly provided in the relevant agreement or document, no waiver, consent, annulment, modification or supplement of any term or condition of any Finance Document may be given or granted by the Borrower or the Lenders.

(d)	Notwithstanding paragraph (a) above, an amendment, modification, supplement or waiver that relates to the rights, duties, protections or obligations of the Agents or the Mandated Lead Arranger (each in their capacity as such) may not be effected without the consent of the Agents or the Mandated Lead Arranger (as the case may be).

(e)	Notwithstanding paragraph (a) above, each Lender shall be required to consent in writing to any amendment, modification, supplement or waiver of:

(i)	the definition of “Majority Lenders” or any other provision in the Finance Documents or the OeKB Guarantee specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant thereunder;

(ii)	Section 11.1 (Conditions Precedent to the Closing Date), Section 11.2 (Additional Conditions Precedent to Covered Loans) and Section 11.3 (Additional Conditions Precedent to Commercial Loans);

(iii)	a reduction in the Applicable Margin, or a reduction in the amount of any payment of principal, interest, fees or other amounts payable to a Lender under the Finance Documents;

(iv)	an increase in, or an extension of, a Commitment or the Total Commitments;

(v)	a change to the order of application of any reduction in the Commitments or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 4.2 (Mandatory Prepayment), Section 4.3 (Voluntary Cancellation), and Section 4.4 (Voluntary Prepayment);

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(vi)	a term or provision of a Finance Document that expressly requires the consent, approval or instructions of each Lender;

(vii)	the right of a Lender to assign or transfer its rights or obligations under the Finance Documents in accordance with Section 13.1 (Assignment by Lenders);

(A)	this Section 22.4 (Amendment and Waiver);

(B)	Section 22.8 (Remedies Cumulative); or

(viii)	change any provision in the Finance Documents relating to the pro rata nature of the Utilizations or any amount payable thereunder.

(f)	To the extent required by the OeKB General Terms and Conditions, the Lenders may need to receive prior written consent of the OeKB Guarantor prior to providing their consent in connection with an amendment or waiver that relates to:

(i)	an extension of the date of payment of any amount to a Lender under the Finance Documents;

(ii)	an increase in, or an extension of, a Commitment or the Total Commitments; or

(iii)	any other amount or provision that requires the consent of the OeKB Guarantor in accordance with the OeKB General Terms and Conditions.

(a)	Except for the OeKB Guarantee and certain communications with the OeKB Guarantor, which shall be in German, any communication made under or in connection with any Finance Document or the OeKB Guarantee shall be in English.

(b)	All other documents provided under or in connection with any Finance Document shall be:

(i)	in English; or

(ii)	if not in English, accompanied by an English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

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(a)	THIS AGREEMENT AND EACH OF THE OTHER FINANCE DOCUMENTS (UNLESS SUCH DOCUMENT EXPRESSLY STATES OTHERWISE THEREIN), THE RELATIONSHIP BETWEEN THE FINANCE PARTIES HERETO AND ANY CLAIM OR DISPUTE (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE)

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(b)

Except as provided in clause (d) below, each party hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract, or in tort or otherwise, against any other party hereto in any way relating to this Agreement or the other Finance Documents governed by New York law or the transactions relating hereto or thereto, in any forum other than the Supreme Court of the State of New York sitting in New York County or the United States District Court of the Southern District of New York and, by execution and delivery of this Agreement, each party hereto hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each party hereto agrees that a judgment, after exhaustion of all available appeals, in any such action or proceeding shall be conclusive and binding upon it, and may be enforced in any other jurisdiction, including by a suit upon such judgment, a certified copy of which shall be conclusive evidence of the judgment.

(c)

Each party hereto hereby irrevocably waives any objection that it may now have or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Finance Document brought in the Supreme Court of the State of New York, County of New York or in the United States District Court for the Southern District of New York, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(d)

Nothing in this Section 22.10 (Governing Law; Jurisdiction) shall limit the right of the Finance Parties to refer any claim against the Borrower to any court of competent jurisdiction outside of the State of New York, nor shall the taking of proceedings by any Finance Parties before the courts in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction whether concurrently or not.

22.11	Service of Process.

(a)

The Borrower irrevocably acknowledges and agree that service of process in any such action or proceeding may be effected by mailing a copy thereof by first class mail, postage prepaid, together with two copies of a statement of service by mail and acknowledgment of receipt, with a postage-prepaid return envelope addressed to the sender, to the Borrower at their address set forth in Article 21 (Notices) or at such other address of which the Facility Agent shall have been notified pursuant to Article 21 (Notices).

(b)	This Section 22.11 (Service of Process) does not affect any other method of service allowed by Applicable Law.

(c)	To the extent that the Borrower may, in any action or proceeding arising out of or relating to any of the Finance Documents, be entitled under any Applicable Law to require or claim

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22.13	USA PATRIOT Act.

By: /s/ Stefan Eitel	Name: Stefan Eitel Title: Director

By: /s/ Cihan Yilmaz	Name: Cihan Yilmaz Title: Assistant Vice President

By: /s/ Stefan Eitel	Name: Stefan Eitel Title: Director

By: /s/ Cihan Yilmaz	Name: Cihan Yilmaz Title: Assistant Vice President

•	Penn Environment, Clean Air Council, ACHD v. United States Steel Corporation – Clean Air Act Citizens Suit filed in the Western District of Pennsylvania, Federal Court, in April 2019 against the Edgar Thomson Plant, the Irvin Plant and the Clairton Plant for alleged air permit violations at each of the three plants.

1.

We refer to the Credit Agreement dated as of December 10, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among United States Steel Corporation as Borrower (the “Borrower”), KfW IPEX-Bank GmbH (“KfW IPEX-Bank”) as Mandated Lead Arranger and ECA Structuring Bank, KfW IPEX-Bank as Facility Agent and ECA Agent, and the Lenders party thereto from time to time. This is a Covered Loan Utilization Request for a disbursement to the Exporter under the terms to the Credit Agreement and relates to “payment step” no [•] as described under Schedule G (“Payment Steps”) of the Credit Agreement. All capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the Credit Agreement.

2.	In connection with the Project Equipment Supply Agreement, an Eligible Project Cost Loan shall be borrowed on the following terms:

3.	We refer to the attached Exporter’s Certificate and Supporting Documentation and certify that the information specified therein is true and accurate and has not been amended or superseded as of the date of this Covered Loan Utilization Request.

4.	This Eligible Project Cost Loan is to be made in respect of amounts due and payable under the Project Equipment Supply Agreement for [Eligible Goods and Services]/[Eligible Local Costs] in connection with invoice no [•] which is attached as part of the Supporting Documentation hereto.

5.	The proceeds of this Eligible Project Cost Loan should be credited to the Exporter’s account with the following details:

6.	We confirm that all documents supplied by us with respect to this Covered Loan Utilization Request are true copies and you may rely on the accuracy and completeness of all information and documents provided regarding this Covered Loan Utilization Request.

7.	This Covered Loan Utilization Request is irrevocable.

8.	THIS COVERED LOAN UTILIZATION REQUEST, THE RELATIONSHIP BETWEEN THE FINANCE PARTIES HERETO AND ANY CLAIM OR DISPUTE (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) RELATING TO THIS COVERED LOAN UTILIZATION REQUEST OR SUCH OTHER FINANCE DOCUMENT OR SUCH RELATIONSHIP SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

1.

We refer to the Credit Agreement dated as of December 10, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among United States Steel Corporation as Borrower (the “Borrower”), KfW IPEX-Bank GmbH (“KfW IPEX-Bank”) as Mandated Lead Arranger and ECA Structuring Bank, KfW IPEX-Bank as Facility Agent and ECA Agent, and the Lenders party thereto from time to time. This is a Covered Loan Utilization Request for a reimbursement to the Borrower under the terms to the Credit Agreement. All capitalized terms used, but not otherwise defined herein, have the meanings ascribed to such terms in the Credit Agreement.

2.	We wish to borrow an Eligible Project Cost Loan on the following terms:

3.	We refer to the attached Exporter’s Certificate and Supporting Documentation and certify that, to our knowledge, the information specified therein is true and accurate and has not been amended or superseded at the date of this Covered Loan Utilization Request.

4.	This Covered Loan Utilization Request is to be made for the purposes of reimbursing amounts paid under the Project Equipment Supply Agreement in relation to [Eligible Goods and Services]/[Eligible Local Costs] by the Borrower.

5.	The proceeds of this Eligible Project Cost Loan should be credited to the Borrower account detailed under Section 16.2(a) (Distributions by the Agents) of the Credit Agreement.

6.	We confirm each of the following:

(a)	the proceeds of the proposed Utilization will be used only for the purpose set forth in Section 2.3(a) (Purpose and Use of Proceeds) of the Credit Agreement;

(b)	the currency and amount of the proposed Utilization comply with Section 3.3 (Currency and Amount) of the Credit Agreement;

(c)	the Interest Period of the proposed Utilization complies with Article 5 (Interest, Interest Period, and Fees) of the Credit Agreement;

(d)

each of the conditions specified in Section 3.1 (Delivery of a Utilization Request), Section 3.2 (Completion of a Utilization Request) and Section 11.2 (Additional Conditions Precedent to Covered Loans) of the Credit Agreement are satisfied on the date of this Covered Loan Utilization Request and shall be satisfied immediately after the Covered Loan is made on the Utilization Date or, if not so satisfied on either date, has in each case been waived by the Facility Agent in accordance with the Credit Agreement;

(e)

the representations and warranties of the Borrower set forth in Article 8 (Representations and Warranties) of the Credit Agreement are true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects after giving effect to such qualification) as of such date (after giving effect to the Utilization requested hereunder); provided, that, to the extent that such representations or warranties specifically refer to an earlier date, they shall be true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects after giving effect to such qualification) as of such earlier date;

(f)	no Default or Event of Default has occurred and is continuing or would result after giving effect to the Utilization requested hereunder;

(g)	since September 30, 2019, no event, circumstance or condition has occurred and is continuing that has had or would reasonably be expected to have a Material Adverse Effect; and

(h)	we have no actual knowledge that any ECA Mandatory Prepayment Event has occurred and is continuing.

7.	This Covered Loan Utilization Request is irrevocable.

8.	THIS COVERED LOAN UTILIZATION REQUEST, THE RELATIONSHIP BETWEEN THE FINANCE PARTIES HERETO AND ANY CLAIM OR DISPUTE (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) RELATING TO THIS COVERED LOAN UTILIZATION REQUEST OR SUCH OTHER FINANCE DOCUMENT OR SUCH RELATIONSHIP SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

9.	The undersigned is an Authorized Officer of the Borrower.

10.	The above certifications are effective as of the date of this Covered Loan Utilization Request and shall continue to be effective as of the date of the Utilization being requested. If any of these certifications is no longer valid as of or prior to the date of the requested Utilization, we undertake to immediately notify the Facility Agent.

1.

We refer to the Credit Agreement dated as of December 10, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among United States Steel Corporation as Borrower (the “Borrower”), KfW IPEX-Bank GmbH (“KfW IPEX-Bank”) as Mandated Lead Arranger and ECA Structuring Bank, KfW IPEX-Bank as Facility Agent and ECA Agent, and the Lenders party thereto from time to time. This is a Covered Loan Utilization Request for a Premium Loan under the terms to the Credit Agreement. All capitalized terms used, but not otherwise defined herein, have the meanings ascribed to such terms in the Credit Agreement.

2.	We wish to borrow a Premium Loan on the following terms:

3.	The proceeds of this Premium Loan should be disbursed directly to the OeKB Guarantor.

4.	We confirm each of the following:

(a)	the proceeds of the proposed Utilization are required for the purpose set out in Section 2.3(a) (Purpose and Use of Proceeds) of the Credit Agreement;

(b)	the currency and amount of the proposed Utilization comply with Section 3.3 (Currency and Amount) of the Credit Agreement;

(c)	the Interest Period of the proposed Utilization complies with Article 5 (Interest, Interest Period, and Fees) of the Credit Agreement;

(d)

each of the conditions specified in Section 3.1 (Delivery of a Utilization Request), Section 3.2 (Completion of a Utilization Request) and Section 11.2 (Additional Conditions Precedent to Covered Loans) of the Credit Agreement are satisfied on the date of this Covered Loan Utilization Request and shall be satisfied immediately after the Covered Loan is made on the Utilization Date or, if not so satisfied on either date, has in each case been waived by the Facility Agent in accordance with the Credit Agreement;

(e)

the representations and warranties of the Borrower set forth in Article 8 (Representations and Warranties) of the Credit Agreement are true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects after giving effect to such qualification) as of such date (after giving effect to the Utilization requested hereunder); provided, that, to the extent that such representations or warranties specifically refer to an earlier date, they shall be true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects after giving effect to such qualification) as of such earlier date;

(f)	no Default or Event of Default has occurred and is continuing or would result after giving effect to the Utilization requested hereunder;

(g)	since September 30, 2019, no event, circumstance or condition has occurred and is continuing that has had or would reasonably be expected to have a Material Adverse Effect; and

(h)	we have no actual knowledge that any ECA Mandatory Prepayment Event has occurred and is continuing.

5.	This Covered Loan Utilization Request is irrevocable.

6.	THIS COVERED LOAN UTILIZATION REQUEST, THE RELATIONSHIP BETWEEN THE FINANCE PARTIES HERETO AND ANY CLAIM OR DISPUTE (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) RELATING TO THIS COVERED LOAN UTILIZATION REQUEST OR SUCH OTHER FINANCE DOCUMENT OR SUCH RELATIONSHIP SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

7.	The undersigned is an Authorized Officer of the Borrower.

8.	The above certifications are effective as of the date of this Covered Loan Utilization Request and shall continue to be effective as of the date of the Utilization being requested. If any of these certifications is no longer valid as of or prior to the date of the requested Utilization, we undertake to immediately notify the Facility Agent.

1.

We refer to the Credit Agreement dated as of December 10, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among United States Steel Corporation as Borrower (the “Borrower”), KfW IPEX-Bank GmbH (“KfW IPEX-Bank”) as Mandated Lead Arranger and ECA Structuring Bank, KfW IPEX-Bank as Facility Agent and ECA Agent, and the Lenders party thereto from time to time. This is a Commercial Loan Utilization Request for a Commercial Loan under the terms to the Agreement. Terms defined in the Agreement have the same meaning in this Commercial Loan Utilization Request unless given a different meaning in this Commercial Loan Utilization Request.

2.	We wish to borrow a Commercial Loan on the following terms:

3.	The proceeds of this Commercial Loan should be disbursed directly to the Borrower.

6.	THIS COMMERCIAL LOAN UTILIZATION REQUEST, THE RELATIONSHIP BETWEEN THE FINANCE PARTIES HERETO AND ANY CLAIM OR DISPUTE (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) RELATING TO THIS COMMERCIAL LOAN UTILIZATION REQUEST OR SUCH OTHER FINANCE DOCUMENT OR SUCH RELATIONSHIP SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

7.	The undersigned is a Person duly authorized to execute this Utilization Request on behalf of the Borrower as evidenced by the Officer’s Certificate attached hereto.

8.	The proceeds of this Commercial Loan should be disbursed to the following account.

9.	The above certifications are effective as of the date of this Commercial Loan Utilization Request and shall continue to be effective as of the date of the Utilization being requested. If any of these certifications is no longer valid as of or prior to the date of the requested Utilization, we undertake to immediately notify the Facility Agent.

1.

We refer to the Credit Agreement dated as of December 10, 2019 (the “Credit Agreement”) by and among United States Steel Corporation as Borrower (the “Borrower”), KfW IPEX-Bank GmbH (“KfW IPEX-Bank”) as Mandated Lead Arranger and ECA Structuring Bank, KfW IPEX-Bank as Facility Agent and ECA Agent, and the Lenders party thereto from time to time. All capitalized terms used, but not otherwise defined herein, have the meanings ascribed to such terms in the Credit Agreement. This is the Exporter’s Certificate issued in respect of Covered Loan Utilization Request – Disbursement No. [•].

(a)	the copy/ies of the commercial invoice(s) attached to the Request [was/were] issued by us in respect of the following goods and services:

(b)	The Utilization Amount remains due and payable but unpaid to us. The Utilization Amount should be paid to the Exporter’s account as described under the Covered Loan Utilization Request – Disbursement No. [•].

(c)	We attach the following Supporting Documentation: [__].

(a)	the Utilization Amount does not include any sums which have been the subject of any other Exporter’s Certificate;

(b)	the Project Equipment Supply Agreement is in full force and effect;

(c)	all relevant authorizations necessary for the export and import of the goods and services described above have been obtained and are in full force and effect;

(d)	we have received the Down Payment from the Borrower which amount to in aggregate at least USD [•];

(e)	the Eligible Goods and Services have been supplied in accordance with the Project Equipment Supply Agreement and are consistent with the description given by us in our application to the OeKB Guarantor in relation to the Project Equipment Supply Agreement and the OeKB Guarantee; and

(f)	we are not aware of any notification of the OeKB Guarantor requesting that further advances/deliveries/services be suspended or terminated under the Credit Agreement and/or the Project Equipment Supply Agreement (unless such notice has been withdrawn by the OeKB Guarantor).

4.	THIS CERTIFICATE, AND ANY NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH IT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

1.

We refer to the Credit Agreement dated as of December 10, 2019 (the “Credit Agreement”) by and among United States Steel Corporation as Borrower (the “Borrower”), KfW IPEX-Bank GmbH (“KfW IPEX-Bank”) as Mandated Lead Arranger and ECA Structuring Bank, KfW IPEX-Bank as Facility Agent and ECA Agent, and the Lenders party thereto from time to time. All capitalized terms used, but not otherwise defined herein, have the meanings ascribed to such terms in the Credit Agreement. This is the Exporter’s Certificate issued in respect of Covered Loan Utilization Request – Reimbursement No. [•].

2.	We represent and warrant that:

(a)

we have received payments in an aggregate amount of USD [•] paid between [date] and [date] from the Borrower in accordance with the Project Equipment Supply Agreement and which relate to “payment step” no [•] as described under Schedule G (“Payment Steps”) of the Credit Agreement (the “Relevant Payment(s)”) in relation to Eligible Project Costs under the Project Equipment Supply Agreement as evidenced by the attached true copy of an account statement of the Exporter;

(b)	we have received the Down Payment from the Borrower for Eligible Project Costs under the Project Equipment Supply Agreement which amount to in aggregate at least USD [•] as evidenced by the attached true copy/ies of [an] account statement(s) of the Exporter;

(c)	the Relevant Payment(s) do not include any payment in respect of which we have already provided an Exporter’s Certificate or in respect of which we have provided a Covered Loan Utilization Request;

(d)	the Eligible Project Costs have been supplied in accordance with the Project Equipment Supply Agreement and are consistent with the description given by us in our application to the OeKB Guarantor in relation to the Project Equipment Supply Agreement and the OeKB Guarantee;

(e)	the Project Equipment Supply Agreement is in full force and effect;

(f)	all authorizations (including any consents, licences, export licences, permits, clearances any other relevant authorizations) required in respect of the Eligible Project Costs to be supplied and/or rendered in accordance with the Project Equipment Supply Agreement have been obtained and remain in full force and effect; and

(g)	we are not aware of any notification of the OeKB Guarantor requesting that further advances/deliveries/services be suspended or terminated under the Credit Agreement and/or the Project Equipment Supply Agreement (unless such notice has been withdrawn by the OeKB Guarantor).

3.	We confirm that all documents supplied by us with respect to the relevant Covered Loan Utilization Request are true copies and you may rely on the accuracy and completeness of all information and documents provided regarding this Covered Loan Utilization Request.

4.	THIS CERTIFICATE, AND ANY NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH IT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

1.	Credit Agreement dated as of December 10, 2019 (the “Credit Agreement”) by and among United States Steel Corporation as Borrower (the “Borrower”), KfW IPEX-Bank GmbH (“KfW IPEX-Bank”) as Mandated Lead Arranger and ECA Structuring Bank, KfW IPEX-Bank as Facility Agent and ECA Agent, and the Lenders party thereto from time to time

2.	Project Equipment Supply Agreement (as defined in the Credit Agreement)

3.	Commercial Invoice No. [●] dated [●] and issued by [Primetals Technologies Austria GmbH][Primetals Technologies USA LLC] in relation to the Covered Loan Utilization Request with disbursement no. [•] (hereafter “Exporter’s Invoice”)

4.	Supporting Documentation

5.	The undersigned is an Authorized Officer of the Borrower.

6.	The Borrower hereby also confirms that on the date of this Completion Certificate, Section 11.2(a) of the Agreement remains correct in all respects.

U.S. TAX COMPLIANCE CERTIFICATE DATE:	, 20_

U.S. TAX COMPLIANCE CERTIFICATE DATE:	, 20_

U.S. TAX COMPLIANCE CERTIFICATE DATE:	, 20_

U.S. TAX COMPLIANCE CERTIFICATE DATE:	, 20_