EX-99.2

EX-99.2 3 d853911dex992.htm EX-99.2 EX-99.2

展示品99.2

SEDAR + バージョン

ローンの手配および償還契約書

2024 年 10 月 28 日現在

その間に

リチウムネバダ州株式会社。

借り手として

そして

アメリカ合衆国国防総省エネルギー

Thacker Pass プロジェクト

ハンボルト郡

ローン番号 A1034


				サッカーパス –
				貸付手配 · 償還契約

カタログ表


第 1 条定義その他の建設規則		2

第1.01節	用語が一般的だ	2
第1.02節	その他の建設規則	2
第1.03節	その他の書面によるコミュニケーションの定義	3
第1.04節	資金調達協定との対立	3
第1.05節	会計用語	3

第 2 条資金		4

第2.01節	貸し付け金	4
第2.02節	可用性と割引	4
第2.03節	進捗要請のメカニズム	5
第2.04節	資金調達のメカニズム	5
第2.05節	資金調達契約に基づく事前要件	8
第2.06節	労働の承認なし	8
第2.07節	前払い金額の決定	8

第 3 条支払、前払い		8

3.01節	支払の場所と方法	8
第3.02節	満期 · 償却	9
セクション 3.0 3	債務項の証拠	9
第3.04節	すべての進金に関する利息規定	9
3.05節	繰り上げ返済する	10

第 4 条償還その他の支払義務		13

4.01節	償還その他の支払義務	13
4.02節	代位権	15
4.03節	絶対債務	15
4.04節	支払の証拠	17
4.05節	ファイナンス文書金額の支払い	17

第 5 条条件先行		18

第5.01節	執行日前の条件	18
第5.02節	FFb 社債購入に先立つ条件	26
第5.03節	最初の前払い日までの条件	26
第5.04節	事前承認条件前例	27
第5.05節	FFb Advance に先行する条件	30
第5.06節	前払いの控除	30
第5.07節	先行条件の満足度	31

第 6 条申告及び保証		31

第6.01節	組織と存在	31
第6.02節	承認；競合なし	31
第6.03節	大文字である	32
第6.04節	支払能力	32
第6.05節	借り手の適格性；プロジェクト	32
第6.06節	取引伝票	32
第6.07節	[編集 — 商業的に機密情報]	33
第6.08節	[編集 — 商業的に機密情報]	33


		i		タッカーパス –
				貸付手配 · 償還契約


第6.09節	負債.負債	33
第6.10節	担保権益、権益	33
第6.11節	税金.税金	33
第6.12節	財務諸表	34
第6.13節	事業、その他の取引	34
第6.14節	勘定.勘定	35
第6.15節	属性	35
第6.16節	統合プロジェクトスケジュールと建設予算、運用予測とベースケースファイナンシャルモデル	37
第6.17節	知的財産権	37
第6.18節	侵害； [編集 — 深刻に有害]	38
第6.19節	取引書類の修正なし	38
第6.20節	法律の遵守、プログラム要件	38
第6.21節	“投資会社法”	38
第6.22節	保証金株	38
セクション 6.23	反腐敗法	38
セクション 6.24	環境法	39
セクション 6.25	雇用 · 労働契約	39
セクション 6.26	デイヴィス · ベーコン法	40
第 6.27 条	ERISA	40
セクション 6.28	制裁 · マネーロンダリング防止法	41
第 6.29 節	貨物優遇法	41
セクション 6.30	ロビー活動制限	41
セクション 6.31	連邦資金	42
第 6.32 節	連邦債務不履行なし	42
セクション 6.33	違います免税負債	42
第 6.34 節	十分な資金	42
第 6.35 節	収益の使用	42
セクション 6.36	免責なし	42
第 6.37 節	詐欺的意図なし	42
セクション 6.38	開示する	42
セクション 6.39	保険	43
セクション 6.40	情報技術；サイバーセキュリティ	43
セクション 6.41	プハカ	43
セクション 6.42	ある事件	44
第 6.43 節	実質的な悪影響はない	44
第 6.44 節	不良なサイト条件の知識がない	44

第 7 条肯定的契約		44

第7.01節	存在の維持；財産；等	44
第7.02節	知的財産権	45
第7.03節	保険	47
第7.04節	損失事件	47
第7.05節	更なる保証安全保障権益の創出と完成	49
第7.06節	プロジェクトの勤勉な建設； [編集 — 深刻な偏見]	49
第7.07節	契約上の救済	50
第7.08節	税金、関税、経費及び負債	50
第7.09節	義務の履行	50
第7.10節	収益の使用	51
第7.11節	書籍 · 記録 · 検査	51
第7.12節	適用法を守る	52


		ii		タッカーパス –
				貸付手配 · 償還契約


第7.13節	プログラム要件の遵守	53
第7.14節	口座、現金預金	53
第7.15節	[編集 — 深刻な偏見]	53
第7.16節	クレームボンド	53
第7.17節	顧客情報を知る	53
第7.18節	デイヴィス · ベーコン法	53
セクション 7.19	ロビー活動制限	54
第7.20節	貨物優遇法	54
第7.21節	SAm 登録	55
第 722 節	ERISA	55
第 7.23 節	[編集 — 深刻な偏見]	55
第 7.24 節	公告	55
セクション 7.25	破産の遠隔	56
セクション 7.26	禁止者 · 禁止者	56
第 7.27 節	国際コンプライアンス指令	56
第 7.28 節	事業計画；事業	56
第 7.29 節	[編集 — 深刻な偏見]	57
セクション 7.30	受け入れと受け入れスタートアップ企業テスト	57
セクション 7.31	プハカ	57
第 7.32 節	利息規制	57
第 7.33 節	[編集 — 深刻な偏見]	57
セクション 7.34	[編集 — 深刻な偏見]	57

第八条情報規約		58

第8.01節	財務諸表	58
8.02節	届ける	59
第8.03節	通達	62
第8.04節	その他の情報	63
8.05節	[編集 — 深刻な偏見]	64
第8.06節	救済計画	64

第 9 条否定的契約		65

第9.01節	運営制限。	65
第9.02節	留置権	68
第9.03節	合併 · 処分 · 譲渡	69
第9.04節	[編集 — 深刻な偏見]	69
第9.05節	収益の使用	69
第9.06節	組織文書、会計年度、会計方針、報告慣行	69
第9.07節	[編集 — 深刻に有害]	70
第9.08節	ヘッジ協定	70
第9.09節	保証金規定	70
第9.10節	環境法	70
第9.11節	ERISA	70
第9.12節	“投資会社法”	70
第9.13節	制裁する	70
第9.14節	脱獄規則	71


		iii		タッカーパス –
				貸付手配 · 償還契約


第9.15節	禁止者	71
第9.16節	負債及び特定の資本取引の制限	71
第9.17節	その他の連邦資金なし	72
第9.18節	知的財産権	72
第9.19節	プログラムの要件	73

第 10 条デフォルトと救済の事象		73

第十百九十一条	違約事件	73
第十百二十二条	救済；免除	76
セクション 10.0 3	アクセラレート · アドバンズ	78

第十一条雑用		78

第十一条第一条	免除と修正	78
第十一十二条	Right of 相殺する	78
第11.03条	申立及び保証の存続	79
第11.04条	通達	79
第十一十五条	分割可能性	79
第十一百六十六条	貨幣を判断する	79
第十一百七十七条	賠償する	79
第11.08節	法的責任の制限	81
第十一百九十九条	相続人と譲り受け人	82
第十一条十条	FFb 売却権ローン	82
第十一条十一条	更なる保証および是正手段	82
第十一条第十二条	復職する	82
第十一条十三条	陪審裁判を放棄する	83
第十一条十四条	管轄権への服従；等	83
第十一十五条	完全な合意	84
第十一条十六条	協定の利点	84
第十一百十七条	タイトル	84
第十一十八条	取引先；電子署名	84
第十一百十九条	パートナーシップなし； etc	85
第十一条二十条	チノの独立性	85
第11.21条	マーシャルリング	85


添付ファイル

添付ファイル1		定義する

付表

スケジュール 3.0 2		償却スケジュール
スケジュール 5.0 1 （ l ）		統合プロジェクトスケジュール
スケジュール 5.0 1 （ r ）（ i ）		被保険不動産
スケジュール 5.0 1 （rr）		ロングリード機器
スケジュール 6.07 （ a ）		[商業的に機密な情報]
スケジュール 6.0 7 （ b ）		[編集 — 商業的に機密情報]
スケジュール 6.13 （ a ）		追加許可活動
スケジュール 6.13 （ b ）		追加許容契約
スケジュール 6.13 （ e ）		関連取引
スケジュール 6.15 （ a ）（ i ）		プロジェクトサイト
スケジュール 6.15 （ a ）		閉店後の不動産


		iv		サッカーパス –
				貸付手配 · 償還契約


スケジュール 6.15 （ c ）		プロジェクト鉱業クレーム
スケジュール 6.15 （ d ）		表面とアクセス権の制限
スケジュール 6.15 （ e ）		KVP 鉱業クレーム
スケジュール 6.26		デイヴィス · ベーコン法対象契約
付表7.03		保険
スケジュール 7.18		デイヴィス · ベーコン法契約条項
スケジュール 7.34		[編集 — 商業的に機密情報]
スケジュール 9.0 3		特定許容処分
スケジュール 9.16 （ d ）		許容リース
スケジュール 11.0 4		通達
付表I		プロジェクトマイルストーン

展示品

展示品A-1		事前申込書
展示品A-2		借り手事前日付証明書の様式
展示品A-3		インディペンデントエンジニアの事前承認証明書の形式
添付ファイルB		ドローストップ通知の形式
添付ファイルC		役員証明書の形式
付属品D		結審証明書の書式
添付ファイルE		税務証明書の様式
付属品F		建設予算の形態
添付ファイルG		O & M 予算の形式
添付ファイルH		担保当事者アドバイザー報告書の形式 Bring—down 証明書
証拠品一		証明書の形式に合致する
添付ファイルJ		オムニバス年次報告書の形式
添付ファイルK		営業 · マーケティング計画の形式
添付ファイルL		鉱山計画の形態
証拠M		四半期ごとの証明書
添付ファイルN		建設労働力報告書の形式
展示物 O		運行 · 保守作業員報告書の形式
展示物 P		コミュニティベネフィットプランの形態と正義 40 年次報告書
展示物 Q		月次証明書の形式
展示物 R		月次工事進捗報告の形式
資料 S		[編集 — 商業的に機密情報]
展示物 T		直接契約の形式
展示物 U		スポンサーの形態カットオフ証明書日付
展示品V-1		実質的竣工日証明書の形式
展示品V-2		実質的竣工日証明書（独立技師）
展示品W-1		プロジェクト竣工日証明書のフォーム
展示品W-2		プロジェクト竣工日証明書（独立技師）
展示物 X		[編集 — 商業的に機密情報]


		v		サッカーパス –
				3.04(A)節

利息金額と利息計算)()“最大資本化利息額」と、共に最大元本金額、「貸出金額上限」と、「借入金」は、「借入金」と、貸し付け金”).

部分

(A)

可用性と割引

(B)	(A) 貸出金額上限、利用可能期間.本契約および資金調達契約の条件に従い、 DOE は利用可能期間中、 FFb に事前請求承認通知を送付し、 FFb に従って事前を行う権限を与えます。部分 2.0 4 （ a ）（ ii ）事前申請承認のお知らせ提供前払いおよびその収益の使用を有効にした後、部分 2.07 （ c ）以下に示す（ b ）ドローストップのお知らせ発行する．. DOE による事前承認要請通知の発行後条項（Ａ）”).

(C)	上記および要求された事前日以前に、 DOE または FFb は、随時、本書に添付された形式で実質的に通知を発行することができます。

(D)	添付ファイルBドローストップ通知の形式”).

(E)	ドローストップのお知らせ”) 借り手および場合によっては DOE または FFb に、場合によっては、 DOE または FFb が次のことを決定した場合にのみ、 (A) 定められた条件

(F)

部分

(G)	最初の進出に先行する条件投稿日

(H)

部分

(I)

事前承認条件前例


		1		）か –
				部分

FFb Advance に先行する条件

）、該当する場合、そのような事前処理が満たされない場合、または、適用される事前要求日に満たされた場合、もはや満たされていない場合。 支払日は任意の月の最後の二(2)日に出現してはならない。及び(Ii)は以下の規定により資本化及び利息の支払を規定する

部分

利息支給. すべての前金と関係があります

)と援助協定 1.01 部分.債務項の証拠それは. エネルギー省または代表エネルギー省によって保存されている内部記録に記載されている項目は、時々、金額を証明する：(I)FFBによる手形購入プロトコルと手形立て替え；(Ii) (エネルギー省は以下の規定によりFFBに支払う費用部分精算する

)；または(Iii)借り手またはその代表が時々これについて支払うものは、明らかな誤りがない場合には、存在および金額の証拠を構成しなければならない借り手の手形義務は、その中に記載されているとおりだ 1.02 部分利息支給. すべての前金と関係があります

(A)

利子額と利子計算

(I)前金が支払われた日から、前金当たりの未償還元金は利息に計上されなければならない。手形購入契約及び手形の借入者は、それぞれの場合において、金利で計算された前払が満期になった日

毎年…

資金援助協定の規定に従う。次の規定がない限り

第一条第一項

以下は利息です

(Ii)[編集-深刻な損害]以前の下敷き金については，利息額を計算しなければならない. このチケットの期限によると(Ii)手形のすべての前払いは、(A)関連する前払選択において指定された立て替えに適用される。通知；および(B)満期金額は、FFBが手形条項によって計算した前金価格に等しい(Iii)ただし，次の規定により償還される資金は除く

部分


		2		*2.04(B)(Ii) –
				後遺症

)、借り手は、前払金の元金をこれ以上借り入れてはならず、このような前払金も、利用可能期間内にさらなる借金のための利用可能な空間を創出してはならない

(Iv)ローン項目のすべての前金の部分と同時に支払い、自発的でも強制的でも、借り手はすべての計算すべき利息及びその他の費用、費用、支出及びその他の保証債務を支払わなければならず、いずれの場合も、元金について当時返済されていなかったすべての利息及びその他の費用、費用、支出及びその他の保証債務を前払いしなければならない。貸金の下のいかなる前払いも全額支払わなければならない他のすべての保証債務の全額支払いを要求する

(V)借り手が連邦住宅担保融資機関に前金を支払わない場合本契約および手形によって規定される任意の所定の前払い日において、借り手は、所定の前払い日から支払日までの間の任意の超過料金をFFBに支払わなければならない。付記の条文

(Vi)本プロトコルに従って支払われる任意の前払い

部分

繰り上げ返済する

)は、(A)借り手がFFBファイルから決定した特定のパッドに適用され、(B)これらのパッドの未償還元金金額において、満期の逆順に配列されるべきである

(Vii)本プロトコルに従って融資項目のすべての未弁済前金を事前に支払った場合、 1.03 部分繰り上げ返済する

)使用可能期間の最後の日または前に、エネルギー省が別の合意がない限り、残りの融資承諾額はゼロドル(0ドル)に減少するとみなされるべきである 1.04 （ b ） 自発的に繰り上げ返済する

(I)だが受けなければならない 1.05 第一条第一項. DOE による受領建設予算は付属品F(建設予算の形態）ここに、それ： (i) セット第四に、 DOE によって書面によって合意された十分なレベルの詳細で毎月、すべての完了前 ( 設計、開発、建設に必要なコスト、 スタートアップ企業 そしてプロジェクト完了によるプロジェクトの委託


		3		（当該建設予算の日までに支払われた事業費用の金額を含む。） –
				(ii) ラインアイテムと集計ベースですべての

完成前

コスト， (A)このような部分

完成前 2.01 対象となるプロジェクト費用を構成する費用、および（ B ）予算化された不測の事態（「建設初期予算 4.2 (O & M 予算. DOE による O & M 予算の受領 添付ファイルGO & M 予算の形式（rr） (ロングリード機器. DOE による購入証明または注文の受領装備品目 スケジュール 5.0 1 （rr）ロングリード機器(SS) 安全計画. DOE による受領建設期間の安全計画。 ”).

(TT) 2.02 TLt 文書.

. DOE による真、正確、完全な実行の受領各 TLt ドキュメントのコピー。タッカーパス貸付手配 · 償還契約(UU) アフィリエイト補償契約 (. DOE による真実、正しい、そして執行されたアフィリエイト補償契約書の完全なコピー。 ); (VV) [編集 — 深刻な偏見](WW) [編集 — 商業的に機密情報] ( FF b に宛てた文書または文書、または FF b が当事者である文書に関しては、 FF B ： (A)

実行日条件先行.執行日は発生しました。（ b ）

[ 編集 - 深刻な偏見 ]

予備口座. DO E による建設不測の事態準備金口座と (i)ランプアップ(ii) 準備金口座は、適用される準備金口座要件に等しい金額以上、または現金で資金調達されていない範囲で資金調達されており、その金額の許容可能な信用サポートによってバックストップされています。

(E)

(d) 誓約の通知.ネバダ州水資源局への質疑通知の交付の証拠の DO E による受領 (the “]


		4		プレッジの通知 –
				” と、水利業者が所有する水利権について。

タッカーパス 2.03 貸付手配 · 償還契約.

(G) [編集 — 深刻な偏見](H) [編集 — 深刻な偏見][編集 — 深刻な偏見](J) A-1 ([編集 — 深刻な偏見](K) [編集 — 深刻な偏見][編集 — 深刻な偏見]

[編集 — 深刻な偏見]

(N) [編集 — 深刻な偏見]部分

事前承認条件前例.前払いを提供するための DOE の義務承認申請の通知セクション 2.0 4 （ a ）（ ii ）事前申請承認のお知らせ） FFb に対し、債券購入契約に従って各前払い（最初の前払いを含む）を行うよう指示し、債券は（ x ）によって決定される、以下の条件のそれぞれに先行する事前の満足（または書面による放棄）、および当該事前の請求日における継続的な満足。 いずれにせよ、 DOE は独立エンジニアおよびその他の担保当事者アドバイザーに相談する権利（ただし、必須ではない）がある。 FFb に宛てられた文書または文書、または FFb が当事者である文書に関しては、 FFB ： ^(A)事前リクエスト

. DOE による借り手からの事前請求書及び借り手事前日付証明書の実質的な受領形式で 2.04 展示品.

借り手事前日付証明書の様式)による.

(i) 部分第二百三十三条第一項事前リクエスト（ b ） (資金調達契約の先例条件.前述の各条件（事前要求の提出を除く） DOE による承認通知）において、債券購入契約書および債券が満たされていることにより、当該債券の下での前払いを行いました。

(ii) [編集 — 深刻な偏見]エクイティ · ファイナンスコミットメント、適切なプロジェクト資金調達. DOE による受領： (i) 借り手が利用できる以下の資金が残りのすべての支払いに十分 (完成前 コスト（合理的に予想されるコスト超過を含む） [編集 — 深刻な不利益] ： (A) 要求された前払いの金額； 5.04 ((B) 要求された前払い金を有効にした後のローンの未払い金額。 (C) 残りの資金援助完了支援コミットメント。

(E)

[編集 — 深刻な偏見]

(iii) (F) 収益の使用. DOE による受領： (i) 要求された前払い金の収益が従って適用される証拠 (部分 2.04 （ d ）収益の支出)と；


		5		サッカーパス –
				貸付手配 · 償還契約

(ii) 請求書その他の合理的に許容可能な書類のコピーこのような適格なプロジェクト費用の発生を証明する DOE に。 (G) [編集 — 深刻な偏見] (H) 抵当免除. DOE による証拠の受領： (I)任意の施工契約に基づいて、任意の請負業者またはサプライヤーにその時点で満了した任意の未払い残高または未払いのクレーム；またはその下請け業者は、関連する建築契約が別に規定されていない限り、全額支払いを受けているが、借り手は、許可された競争条件に基づいて積極的に入札された残高またはクレームを除外する

(Ii)任意の施工契約下の各請負業者又は仕入先、又はそれらの下請け業者は、収益で支払う。米国エネルギー省の満足に適合する条項を条件的に(または適用された場合、最終的に無条件に)放棄し、それまたはそのいずれかを解除する下請け業者は、最後に支払いを提出する前に担保または項目を所有または取得することができ、このような留置権免除は、ネバダ州適用法の規定の形態および実質に適合しなければならない判決留置権.

(i) それは.借り手または付属保証人のどの財産についても，判決留置権は存在しない税金債務を含むアメリカ合衆国の債務又は任意の延滞した連邦、州又は地方債務を含むが、借り手又は付属保証人の正常な業務過程における残高又は債権を除く許可された出場条件に応じて積極的に出場する(J) 見出しを続けて書くそれは.エネルギー省の所有権の受け入れは期日が下向きになる (裏書き日はあらかじめ請求された日であり，借り手が未設置費用所有権(留置権のみの制限を受ける)，地役権または賃貸権益を継続することを認めた. ネバダ州の関連法律と、プロジェクト発展に必要な保険不動産) (a “(K) 計画要求

それは.エネルギー省が受け取った証拠は、借り手が遵守しているか、または次の条件を満たすことを示している。適用され、計画の要求に適合したすべての要求と承認[編集-深刻な偏見] 5.03 (費用の納付), それは.エネルギー省了解： 5.04 ((I)全額支払ファイナンス伝票は、要求された前金当日又は前に支払われたすべての費用を規定する要求された前金日前に発生して領収書を発行するすべての保証当事者費用およびすべての保証当事者費用、ならびに任意の担保当事者コンサルタント費用および担保当事者費用の精算；またはコンサルタントですサクパース 5.05 (“ローンと返済手配協定”(N)

環境適合性

(ii) それは. 借り手、借り手はすべての実質的な面ですべての適用された環境法を遵守している[編集を経て-深刻な損害](O) 法律的意見それは.エネルギー省がこのような前金について提出した要求範囲内で、エネルギー省は満足できる法的文書を受け取った。習慣の制限および制限に適合する場合、任意の新しい融資ファイル、重大なプロジェクトファイル[編集-深刻な有害]または他の変更の修正、修正、終了、または入力に関する意見各担保当事者及び米国エネルギー省が満足する法律顧問に事前の法律意見を提出して以来、各案件の法律意見の日は、要求された事前期日である（ P ） 防衛を強化するそれは. 適用される場合において、整備、届出及び登録又は記録が必要な場合には、任意の管区及び任意の政府当局に記録を行い、当事者を受益者とするすべての留置権又は質権を保証して適切な登録を継続するか又はこのような担保当事者を受益者とする記録(Q) それは.エネルギー省が以前受け取っていなかった範囲で、了解しました。リストされた各文書のDOE

貨物輸送特許権法案)支払されたか、またはその日または前に立て替えられた収益償還費用を支払うか、または使用した公認会計士貨物期日を繰り上げ、運送業者に交付され、任意の借り手エンティティまたはその任意の請負業者またはその下請け業者にロードされた貨物を要求する(R) (それは.要求された前金は、いかなる適用法、取引にも違反してはいけません。任意の借り手エンティティは、当事者の文書、“編集−深刻な損害”、または任意の他の合意または同意、または任意の借り手エンティティは、その制約された任意の判決または承認を受けなければならない(ii) ((S) 取引伝票それは.(I)エネルギー省は，前払の日又は前に完全署名の原本を受領する。 (Ii)最初の前金について、エネルギー省は、ベックテル建築契約が形式的にも実質的にもエネルギー省を満足させることを書面で確認した ()実際に完全な付属保証人KVP鉱業債権リストを示す。許可された留置権を除いて借入者及び付属保証人がすべての適用法律に適合する場合には、借入者又は借入者による所有及び所有付属保証人は、それぞれ、有効、既存、および強制実行可能な所有権文書または他の公認および強制実行可能な合意または文書に基づいている。プロジェクト採鉱クレームとKVP採鉱クレームを持っている間借り手と付属保証人はそれぞれすべての規定された年間維持費をタイムリーに支払い，BLMに書類を提出し，ネバダ州フンボルト県に記録を提出した。この項目は，印税書類に開示されている場合を除いて採鉱請求およびKVP採鉱請求は、任意の選択権、探査、採掘、または任意の第三者との他の合意、または任意の第三者が任意の特許権使用料または他の支払いを鉱物、精鉱、沈殿物のレンタル料または特許権使用料として得る権利を受けない (I)借入者又は付属保証人が所有していないことを証明し、いかなる項目の採鉱請求又はKVP採鉱請求を所有していないかを証明する。(Ii)任意の項目の採鉱請求又はKVP採鉱の請求が無効であるか、又は任意のものがあることを証明する。借り手または付属保証人の任意の行動または非作為によって、任意のプロジェクト採鉱クレームまたはKVP採鉱クレームの違約、終了、放棄、没収、放棄、または他の事前終了の可能性；または (Iii)任意の第三者が、Project Mining ClaimsまたはKVP Mining Claimsによってカバーされる同じ連邦土地に超過押注またはより高い債権を所有する)).


		6		表向きアクセス権限 –
				それは.そうでない限り

別表6.15(D)アクセス権限とアクセス権限の制限)、 (I)借入者は、(A)“BLM作業計画”内でプロジェクト採鉱クレームを地上使用及び進入する権利があり、(B)他のプロジェクト採鉱クレームとプロジェクト採鉱クレームとの間の参入、及び(Ii)付属保証人 KVP鉱業に進出して請求する権利を持っている(E) 11.08 (プロジェクト現場それは.プロジェクトの場所は十分で取引文書が想定するプロジェクトの開発、立地、設計、工事、施工、所有権、運営、メンテナンスおよび使用には、すべての実質的な面で適用される

(F)

(d) 境界線.

それは.実行日前に提出されたALTAチェックに示す以外は，

部分

*5.01(R) 不動産.不動産

)は、工事現場上のすべての改善工事は完全にプロジェクト工事現場の境界と建築制限線内に位置し、隣接物件の改善は侵奪されないいずれの場合も、プロジェクト現場のいかなる改善も、プロジェクト現場のいかなる地役権又は他の財産権負担を侵害又は違反することなく、プロジェクト現場に重大な損害を与えることができるサクパース“ローンと返済手配協定”

プロジェクト現場の借り手(または借り手の利益)がプロジェクト開発、建設、運営または使用のために使用されるが、所有権保険による保険加入は除外される。送られます。借り手が知っている場合は，実行日までに提出されたALTA調査根拠

部分

その他の連邦資金なし

. DPA 助成金以外


		7		[編集済み — 深刻な偏見] –
				借り手は、事業費用の支払いまたはローンの返済のために他の連邦資金を使用しないこと、および子会社保証人に使用しないこと。

部分

知的財産権 2.05 (a) 借り手は、（そして、子会社保証人および各主要事業参加者に）譲渡またはその他の行為を行わない。プロジェクト IP に関する権利、所有権または利害の譲渡： (i) 禁止された者または「外国法人」へのインフレ削減法（Inflation Reduction Act of 2022 （P. L. (ii) 当該譲渡又は譲渡について事前に書面による通知を行わず、 (iii) 許可されている場合を除き

部分 2.06 9.0 3 （ b ）合併 · 処分 · 譲渡

）；と 2.07 サッカーパス貸付手配 · 償還契約

(iv) 当該譲渡人又は譲渡人を要求することなく

(A) コンプライアンス

部分

7.0 2 （ g ）

提供

借り手は本契約に基づく義務を負わない。 3.01 部分.

賠償する

）に関する補償された当事者に対して当該補償当事者の重大な過失又は故意の不正行為により生じる範囲における補償責任

[編集 — 深刻な偏見]

..これに基づくクレーム


		8		部分 –
				賠償する

）補償された負債については、ここで総称して「 3.02 賠償請求.

”.これ部分賠償する

）に適用されない。損失、請求または損害を意味する税金以外の税金非税クレームだ (b) 本契約に基づき補償される事項に関して被補償当事者が支払ったすべての金額及び費用は、（ i ）を追加する。（ ii ）担保債務に担保され、（ ii ）担保文書によって担保される。各補償当事者は、本契約に基づき借り手が支払うべき金額を速やかに借り手に通知するために商業的に合理的な努力を行います。 (提供); この通知の提供に失敗することは、本契約に基づく借り手の義務に影響を与えないこと。 このページにはこれ以上のテキストはありません；署名はこちらタッカーパス 3.04 (貸付手配 · 償還契約ここに証明する

，当事者は、この契約を履行しました，すべてとして上記の日付と年です。 3.03 リチウムネバダ株式会社ネバダ州の企業借款人として 6.3 (投稿者：署名 »パブロ · メルカド

名前：パブロ · メルカド 3.04 役職：取締役 · 財務担当.

署名ページへ Thacker Pass — ローン手配と償還契約アメリカ合衆国エネルギー省.

アメリカ合衆国連邦政府の機関です署名者：」ヘルナン · T 。コルテスニックネーム： Hernan T 。コルテス役職：ローン保証発起課ローンプログラム室長

署名ページへ Thacker Pass — ローン手配と償還契約部分 5.0 1 （ f ）書類を組織する

[編集 — 深刻な偏見]

；そして (c)FFb 、認定借り手役員指定証明書（ FFb 文書に定義されているように）に記載されている各個人に対して、借り手によって。使用可能期間 3.04 (」とは、前述したすべての条件の日から始まる期間を意味する。 部分


		9		執行日前の条件 –
				）以下のうちの早いものを含むまで、本契約書において満足または完全に放棄されるものとします。

(a) [編集済み — 深刻に有害] （ b ） [編集 — 深刻な偏見]付属書 I—4サッカーパス

貸付手配 · 償還契約 3.05 (c) 貸付金額の最大額が全額支払われた日。 .

(d) 実質的な完成日から 10 ヶ月後の日付。 (e) ローンの未払い金額を支払う義務の終了日デフォルト。 .

破産法

サーフボード

「米国連邦準備制度の理事会（又はその後継者）」を意味する。借款人」という言葉は、この前文に記されている。 (借り手事前日付証明書「この言葉の意味は、

展示品.

借り手事前日付証明書の様式

借り手主体” それぞれの意味： 3.05 ((a) 借り手； (b) 直系親。

貸付手配 · 償還契約(e) 上記のいずれかのアフィリエイトである主要プロジェクト参加者。 .

貸し手商品」と、第 3 節に記載されている（貸し手商品）のノート購入契約書。 編集 — 深刻な偏見]


		10		ブローカーの契約書 –
				「貸し手の保険ブローカーによって送付される、または送付される各手紙を意味する。 DOE に、実質的にに定められた形で

添付ファイルAブローカーの了解書（ Letter of Understanding ）)から付表7.03

保険

）または DOE に受け入れられるその他の形式。

予算の不測の事態

」（略称は「重傷」）。

平日

「 FFb とニューヨーク連邦準備銀行の両方が営業している日を意味します。

」とは、暦年の 3 月 31 日、 6 月 30 日、 9 月 30 日、 12 月 31 日をいう。 資本支出 「指定基準に従って資本化されるべきすべての支出を意味する。 資本リース抵当品代理 「 Citibank， N. A. 」を意味する。担保代理人として代理 · 信託部門を通じて行動し被担保当事者、または会計契約に基づき随時任命された後継担保代理人の利益のために。 ”); [編集 — 深刻な偏見] [編集 — 深刻な偏見] コミュニティベネフィットプランと正義 40 年次報告書「この言葉の意味は、 (部分 8.0 2 （ c ）

労働報告と正義 40 イニシアチブの報告要件

企業アカウント」という用語は、会計契約書に付与された意味を持つ。 7.04 (コンプライアンス証明書);

」とこの用語に与えられた意味は部分*8.01(C)

コンプライアンス証明書コントローラー将軍「監査総長」とは、アメリカ合衆国監査総長を意味する。 (d)条件付き約束書


		11		> > 意味がある予備声明で示されています –
				著作権

“著作権に制限された任意の作品およびすべての(A)著作権を指す米国または任意の他の司法管轄区域の法律は、仮面作品(米国著作権法第17編901節の定義による)(それぞれの場合、登録の有無にかかわらず)、著者、譲受人、譲受人、他の身分として問われている。 (B)登録、延期、継続記録、補足登録、および米国著作権局で処理される登録出願を含む、これらの著作権の登録および登録出願、またはすべて外国の事務所に相当する

コスト超過

“どのような実際の合計でも 完成を期するプロジェクトを完成する費用が総金額を超える完成を期する 工事予算開始日前に発生·支払いされた、基本持分承諾または出資完了支援承諾を計上しない)は、(A)借り手が任意のものに基づいて適用されるプロジェクトファイル；(B)任意の債務超過および融資ファイル項目の下でプロジェクト完了前に対応する他のコストおよび支出の支払い、および(C)任意の遅延によって生じる他のすべてのコスト、支出、および負債の支払いプロジェクトを完了します[編集--深刻な被害]公認会計士商品“どんな設備や材料やプロジェクト購入、契約締結、または取得された商品のために、その費用は、任意の前払いの収益で支払われるか、または償還される予定であり、遠洋汽船で輸送することができる^{信用補助金コスト}FCRA第502(5)(B)節で定義された“直接融資コスト”を指す付属書 I — 12サクパース^{“ローンと返済手配協定”}額面貨幣「この言葉の意味は、部分貨幣を判断するデータ保護法^{「技術投資協定」とは、借入者と米国との間の技術投資協定を、
2024 年 8 月 5 日、米国国防総省、防衛生産法第 3 編補助金、国内生産能力と能力の拡大に関連した。}ドローストップのお知らせ^{「この言葉の意味は、}部分 2.0 4 （ b ）（ i ） 発行する．電子認証給与計算システム

“電子認定給与計算報告ソフトウェア ” とは、 29 CFR 5.5 （ a ）（ 3 ）（ ii ）に概説された認定給与要件。

電子フォーマット「不変の電子」必要に応じて署名複製付きのフォーマット（ポータブル文書フォーマット（. pdf を含む）または借り手と DOE の間で相互に合意されるその他のフォーマット。付属書 I — 15

サッカーパス


		12		貸付手配 · 償還契約 –
				電子署名

「この言葉の意味は、

部分

1 1.18 （ b ）

取引先；電子署名資格発効日” 2023 年 1 月 31 日です。 3.05 （ c ）（ i ）（ F ）強制性

繰り上げ返済する余剰貸付額 3.05> > 意味（ a ）本注に基づくすべての前払い金の総元本額が最大元本額を超えた金額、または（ b ）本注に基づく資本化利息の総額が最大資本化利息額を超えた金額。含まれない資産」という用語は、安全保障協定に付与されている意味を持つ。処刑する

日取り」とは、先行条件の全てが定められた日付を意味する。 3.05 (部分執行日までの条件）が満足または放棄され、本契約は完全に履行され、すべての当事者によって提供されます。 [編集 — 深刻な偏見] (添付ファイルI-19).

サッカーパス

貸付手配 · 償還契約

実行日条件先行 4.01 「この言葉の意味は、 .

部分

実行日前の条件

EXP“アメリカ輸出入銀行を表す。デラウェア州のサービス会社です’EXP EPCプロトコル“工事、調達、施工支援、デバッグとスタートアップ企業”);

サービス契約は、期日は2023年2月21日(当該特定調達注文番号第4500000323号により補充され、2023年2月21日から発効し、経日付は2023年8月16日の特定変更書第21号、日付が2023年11月1日の特定変更書第21号、日付が2024年1月1日から発効するある変更書第3号、当該特定変更書第4号は，2024年5月3日から発効し，この特定変更通知第1号は，2024年6月27日から発効する

異例のこと


		13		金額 –
				“当社、当社を代表する、または当社のために徴収された任意の現金またはその他のお金または領収書を意味する借り手、またはプロジェクトに関連する範囲内で受信された任意の他の非正常業務中の借り手エンティティは、(A)賠償金、(B)賠償特性を有する任意の現金または他の領収書を含む。任意の購入文書または任意の関連文書について支払われる金銭；および(C)任意の判決または和解収益、または任意の訴えまたは法的手続きによって請求される任意の他の代価ケス、

減号

このようなお金を受け取ることに関連して支払うか支払うかのいずれかの税金

提供

疑問を免れるために，非常に額は含まれてはならない：(I)契約履行に関するいかなる支払いも含まれてはならないいかなる重大プロジェクト文書項目の下での違約金又は違約、(Ii)損失収益、(Iii)任意の重大プロジェクト文書の終了又は拒否による任意の支払い、(Iv)任意の処置又は(V)発行の収益収益を上げる

FCRA

“1990年の連邦信用改革法案、P.L104.104 統計してみます ((1990)，P.L.により改訂した111州です692年(平成9年)連邦資金 4.01 (本契約に従って最初の前払いが行われた日付。 [編集 — 深刻な偏見]

ファースト · アドバンスリクエスト」とは、借入者が最初の前払いの申請を提出した日付を意味します。 [編集済み — 深刻に有害] A-11第一の要務A-129,」とは、担保文書に従って担保に作成されるものとされる担保権について、そのような Lien ： (a) すべての適用法の下で有効に作成され、完成されました。 11.01 ((b) 当該担保の対象となる唯一の担保であり、許可された担保以外の担保であること。 ).


		14		附属書 I—21 –
				サッカーパス

貸付手配 · 償還契約

財政年度」とは、「に関して」を意味する。 (a) 借り手 1 月 1 日から 12 月 31 日までの期間。

(b) その人、その人の会計年度。

恵誉

O & M の形態予算 4.02 資金提供完成支援コミットメント」は、アフィリエイトサポートにおいてこの用語に与えられた意味を有しています。合意。 (資金調達協定」とは、それぞれ：

(a) プログラム資金調達協定； 4.03 (b) 購入契約書に注記します。 .

資金引出 · 振替証明書

「この言葉の意味は、会計契約書です。

会計原則を公認する

「米国における一般的に認められた会計原則」とは、たまに

世界的なメカニズム

General Motors Holdings LLC はデラウェア州の有限責任会社です。

[編集 — 深刻な偏見]


		15		[編集 — 深刻な偏見] –
				[編集-深刻な偏見]

政府の権威

連邦、州、県、市または地域当局、または類似した任意の他の実体を指す性質は、政府のいかなる行政、立法、司法、監督或いは行政機能を行使する

政府部門. 判断力

“誰の場合も、その人またはその任意の財産に管轄権を有する政府当局が下した、またはそれによって下された任意の判決、命令、決定または法令、または任意の同様の性質の行動を意味する保証する (“誰に対しても、または債務または他の債務(債務を含むか、または債務を含む)に対して、保証することを指すまたは、直接的または間接的であっても、任意の義務を含む、他の人の任意の債務を任意の方法で保証する経済的効果を有する

(C)他の任意の運営資本、権益資本、または任意の他の財務諸表状態または流動資金を維持するための；または

しかし、いずれの場合も、定期的な保証は、通常の業務中の受託または預金の裏書きに含まれてはならない

有害物質“リスト、分類または規制された任意の物質、化学品、材料、または廃棄物を意味する (A)任意の石油または石油を含む、適用可能な環境法における危険、有毒または汚染物質または汚染物質、または任意の政府当局がその基準または適用可能な責任を含む、任意の適用可能な環境法における危険、有毒または汚染物質、または任意の政府当局がその基準または適用可能な責任を含む、任意の環境法における危険、有毒または汚染物質または汚染物質、または任意の政府当局がその基準または適用可能な責任を含む、任意の環境法における危険、有毒または汚染物質または汚染物質、または任意の政府当局がその基準または適用可能な責任を含む、任意の環境法における危険、有毒または汚染物質または汚染物質、または任意の政府当局がその基準または適用可能な責任を含む、(A)任意の石油または石油 (副産物(ガソリン、原油またはその任意の留分を含む)、可燃性爆発物、放射性物質、壊れやすいまたは壊れやすい任意の形態のアスベスト、尿素ホルムアルデヒド発泡絶縁材料、

-毎-

ポリフルオロアルキル物質、ならびにポリ塩化ビフェニル、騒音、匂いおよび振動；ならびに(B)輸入、貯蔵、輸送、使用、放出または処分または接触を禁止、制限または規制するか、または任意の環境法に基づいてそれに責任を加えることができる港灯変電所“デイヴィッド国王川マクデミートオロワダ変電所のことですハニ電気協同組合です

賠償する

損をされる

「この言葉の意味は、


		16		部分 –
				11.0 7 （ a ）

賠償する

補償請求

「この言葉の意味は、

部分

11.0 7 （ a ）

賠償する

インディペンデントエンジニア

「 NexantECA LLC 、またはそのようなプロジェクトに関連して技術アドバイザーエンジニアとして活動するために DOE によって随時任命されたその他の者。

初期建設予算

「この言葉の意味は、 4.04 部分 5.0 1 （ l ）（ ii ）

工事予算 4.05 破産手続き.

」とは、いかなる人に関して、いずれかの適用法の下で、次のいずれか 1 つ以上を意味します。自発的か非自発的か投資する (“誰にとっても(A)株式所有、債券、手形、現金、財産、サービスまたは証券またはその他の方法での買収、他人の債権証、共同企業または他の所有権または他の証券(B)任意の預金の作成他の人の債務または他の債務に関連する任意の保証または他のまたは債務、ならびに(重複しない)任意の約束された任意の額保管、立て替え、貸し出し、または他の人に延長するか、または他の人の代わりに保証を提供すること； 4.04 (添付ファイルI-26):

サクパース“ローンと返済手配協定” 4.01 ((C)任意の他の財産、権利または権益、またはそのような財産、権利または権益における任意の相同財産、権利または権益を取得する人です“投資会社法”


		17		“改正された1940年の米国投資会社法を指す –
				[編集-深刻な偏見]

“に係る借主及び子会社のすべての(A)既存及び事後に取得した権利、所有権及び権益プロジェクト知的財産権、プロジェクト知的財産権協定および他の許可協定または同様の手配における借り手および付属保証人を含む知的財産権の保証人、所有権および利益特許、著作権、商標提供 4.01 (アメリカはありません使用の意向商標又はサービスマークの出願は，商標又はサービスマークの出願とみなさなければならない担保権の付与がこのような担保の有効性または実行可能性を損なう範囲内でのみ 4.02 (使用の意向 適用される米国連邦法に基づいて提出された商標またはサービスマーク出願；提供 11.07 (附属書 I—27タッカーパス

貸付手配 · 償還契約知識 4.01 (」とは、つまり、 (a) 借り手法人、当該借り手法人の主人の実際の知識、またはあるべき知識合理的な調査及び調査の結果、当該借り手事業体の主人が取得したもの。

(b) 他の人物、当該者の実際の知識、または合理的な調査および照会によって当該者が得るべき知識。

KVP 鉱業クレーム

」と、「各鉱山の無特許の主張」を

スケジュール 6.15 （ e ） 5.01 KVP 鉱業クレーム), 子会社保証人によって主張され、 BLm に記録され、ネバダ州フンボルト郡の不動産記録に提出または記録され、すべての場合においてアメリカ合衆国の最優先のタイトルの対象となります。 KYC パーティー「この言葉の意味は、部分 5.0 1 （ b ）（ ii ）KYC 要件

滞納金」という意味が注釈に記されている。

遅延充電率 — 2024 年 8 月 13 日付のバッチプラント供給および運用借り手とマルタ · レディミックス · インコーポレートとの間で。 .

繰り上げ返済を強制する

> 未払いローンの全部または一部部分 3.0 5 （ c ）


		18		繰り上げ返済を強制する –
				必須前払い金額

「この言葉の意味は、部分 3.0 5 （ c ）（ i ）強制前払い必須前払いイベント

「この言葉の意味は、

(d) 3.0 5 （ c ）（ i ）強制前払い

実質的な悪影響

」の意味は、任意の日付で DOE によって決定された、重大な悪影響：

(a) 事業、業務、財産、資産または状態借り手、直系親、子会社保証人またはスポンサー（スポンサーまで）の（財政的またはその他の）

カットオフ）そして、それぞれにおいて事業見通し及び当該期間の事業計画を含む。 ;

OFAC

「事務所」の意味アメリカ合衆国財務省の外国資産管理局。

付属書 I—32サッカーパス貸付手配 · 償還契約上級乗組員証明書「この言葉の意味は、

添付ファイルC役員証明書の形式オフテイク協議 (「 Lithium Offtake 」の意味オフテイカーと借り手との間の契約（ 2024 年 10 月 28 日付の借り手、スポンサーとオフテイカーとの間の譲渡契約に基づきスポンサーが譲渡したもの）、 2023 年 2 月 16 日付の改正 2024 年 10 月 28 日付のスポンサー、借り手およびオフテイカーの間の最初の改正に従って。 ’オフテイカ」と GM 。

OMB「アメリカ合衆国大統領執行官事務所の管理 · 予算局」を意味する。オムニバス年次報告書

「この言葉の意味は、


		19		部分 –
				練習

“使用、複製、配布、変更、改善を含む、いかなる方法でも知的財産権を実践することを意味します。派生作品を作成し、表示し、実行し、アクセスし、利用する。

完了前

コスト

」とは、プロジェクトコストの合計額を意味し、

ランプアップ

コスト。 前払い選定のお知らせ

」という意味が注釈に記されている。前払金価格」という意味が注釈に記されている。

前払金準備口座」という用語は、会計契約書に付与された意味を持つ。 (主要な楽器」とは、エネルギー長官が提出すべき書類又は文書をいう。第 4.2 条（事務局長による FFB への主要資料の交付）債券購入契約の締結。

代表者「会長、最高経営責任者、社長、最高財務責任者または財務担当者をいう。借り手主体または主要プロジェクト参加者または実質的に同じ権限および責任を有するその他の役員。 (過程第(A)条あるいは…(f) 任意の者が所有または管理し、または代理して行動するそれが制裁の標的なのです

(g) その他、または制裁の対象となっていること。 (h) [編集済み — 商業的に機密情報] の直接的または間接的な所有者。またはその持分権益、価値または上記の禁止者を含む投票。プロジェクト

(i) 」と、その言葉には、前述の意味がある。ステートメント

プロジェクトアカウント」という用語は、会計契約書に付与されている意味を持つ。

プロジェクト完成「この言葉の意味は、付表I


		20		プロジェクトマイルストーン –
				プロジェクト竣工日

」とは、 DOE が確認したプロジェクト完了の日付を意味します。 [編集 — 深刻な偏見] (プロジェクト竣工日証明書「貸し手の責任者によって実行された証明書を意味し、実質的に添付のフォームは 展示品”).

(l) プロジェクト竣工日証明書のフォーム北米請負業者協会の代表的な会社北米建築業労働組合と日付が2023年7月19日の特定Thacker Pass Project最終第22条付録に修正された後，どちらも時々合意の他方となるプロジェクトのマイルストーン (「この言葉の意味は、 付表I

プロジェクトのマイルストーンプロジェクト採鉱クレーム“次の各項目が特許を取得していない採鉱権利の要件を意味する別表6.15(C)プロジェクト掘削. クレームをつける )と、プロジェクト現場のこのような未取得特許のすべての採鉱要件と、プロジェクト現場から約2(2)マイル以下のこのような未取得特許の採鉱要件とを含む(いずれの場合も、そうであるか否かにかかわらず)。特許を取得していない採鉱の請求項は、本合意の日付が存在するか、または本合意の日の後に出現する)、BLMに記録され、ネバダ州フンボルト県の不動産記録にアーカイブまたは記録され、すべての場合においてアメリカ合衆国の最高所有権を基準とする。アメリカのです

プロジェクト現場“プロジェクトに関連するまたは関連しようとする不動産やプロジェクト採鉱クレームのこと位置は、さらに説明されているように別表6.15(A)(I)プロジェクト現場)は、このファイルは根拠があるので部分”).

(m) *6.15(E)プロジェクト現場プロジェクトソースコード (プロジェクトIPを構成するソースコードを指し，そのプロジェクトIPがまたは(適用された第三者に制限されている. 許可条項)は、借主又は付属保証人に許可され、担保に含まれる「この言葉の意味は、

部分*8.02(B)四半期報告書

四半期報告日」の意味が与えられたそんな言葉の中で

部分 8.0 2 （ b ）四半期ごとのレポート

ランプアップコスト」とは、発生した、または発生する見込みの営業費用をいう。プロジェクト完了日までの全プラント移転日以降に借り手が発生した。

ランプアップ

準備口座

」という意味が、勘定科目に付与されている。合意。不動産.不動産」とは、いかなる人に対しても、そのような人のすべての権利、タイトル、および利益、およびいかなる人に対してもそして、そのような人が所有、リースまたは担保する不動産のすべての区画、すべての改善および付属品、設備、地役権およびその他の不動産および所有、リース、付与または付随するその他の権利とともに不動産その他の権利を構成するプロジェクトサイトの部分を含む、その運営。

不動産のドキュメント」とは、それぞれ： (a) Winnemucca TLt リース；

信頼性試験> > 意味があるこのような用語は付表Iプロジェクトマイルストーン信頼性試験計画」の意味は、このような用語は 付表I


		21		プロジェクトマイルストーン –
				交換契約書

」と締結した各協定は借り手は、本契約に従って交換可能な契約を交換します。

交換可能な契約「 Major 」の意味引き継ぎ契約書および不動産文書以外のプロジェクト文書。 附属書 I—45

サッカーパス貸付手配 · 償還契約交換の契約条件」とは、代替品の契約および / または契約の当事者である（またはかつていた）主要プロジェクト参加者および本契約に基づく適用可能な引き金事象は、部分

3.0 5 （ c ）（ i ）（ C ）

義務前払金サム“報酬管理電子データベースシステムのことですアメリカ総務署が管理していますが、www.sam.govで見つけることができます

安全監査

“安全という意味ですエネルギー省の満足な方法でプロジェクトを監査し、重点的に“職業安全と健康法”の規定を遵守し、以下の一般的な職業安全と健康適合性項目を解決する：管理約束と従業員の参加；工事現場分析；危険予防と制御；従業員、主管とマネージャーの訓練、事件報告と情報発表

安全計画“安全と環境管理に関する計画を指し、その形態はエネルギー省を満足させるべきである。建設、カバーするテーマは役割と責任、リスクの計画と低減、訓練、緊急対応、イベント管理、監視と監査を含む安全報告書

“エネルギー省が満足した形で年間安全審査について提出した書面報告及び計画、その報告及び計画をいう。解明：(A)このような安全監査で発見された任意の欠陥，(B)プロジェクトの運営と維持に対して提出された任意の提案，(C)職業安全と健康を実施する規定を遵守する。行動；および(D)エネルギー省が合理的に要求する任意の他の物品

制裁する“経済、金融、貿易のことです (A)OFAC、米国国務省、および米国商務省が管理または実行する制裁法律および輸出規制、適用される法律、法規、禁輸または制限措置を含む米国政府。 (B)米国が任意の個人、実体または外国または政権に対して経済または金融制裁を実施する任意の行政命令、および(C)カナダグローバル事務部、カナダ王立レンジャー、およびカナダを含むカナダ政府カナダ国境サービス局です[編集-深刻な偏見] ([編集-深刻な偏見]).


		22		アメリカ証券取引委員会 –
				“アメリカ証券取引委員会のことです

アメリカのエネルギー大臣は“当時のアメリカのエネルギー省長官が欠席した場合や適用された法律に従ってその義務を履行し、またはその特権を行使する人国務秘書. 労働者

“いかなる日においても、当時の司法省長官、又は彼らが不在の場合には、適用された法律に基づいてその職務を履行し、又はその特権を行使する者をいう

局長の誓い

この用語は、“チケット購入プロトコル”に付与された意味を有する

“ローンと返済手配協定”

子会社共同企業、有限責任会社、協会、共同経営企業又はその他の商業実体は、その勘定が当該人の合併財務諸表において当該人の勘定書と合併し、当該等の財務諸表がある場合他の会社、共同企業、有限責任会社、協会、合弁企業、その他の商業実体個人(取締役、マネージャー、受託者を問わず)を選挙する際に投票する株式又はその他の所有権の総投票権(何の事故も考慮しない)があるまたは同様の機能を実行する他の人)は、その人または他の人のうちの1つまたは複数によって直接または間接的に所有または制御される管理およびその政策の指示を指導または誘導する権利があるその人の付属会社またはその組み合わせ付属保証人

“KV Project LLC有限責任会社のことですネバダ州の法律によって設立された会社です

ほぼ完成する

「この言葉の意味は、付表Iプロジェクトのマイルストーン

基本完成日

“重要なことを指すエネルギー省の確認どおりに完了します

実質的な完成日証明書

“由を指す. 借り手の担当者は、主に添付用紙を採用しております

展示品ウイルスV-1基本完成日証明書フォーマット)これへ基本完成日証明書(独立エンジニア)

(v) “担当者が署名した証明書のこと。独立したエンジニアは実質的に添付の形で展示品 V — 2 5.02 (実質的竣工日証明書（独立技師）).

)これへ

(x) [編集 — 深刻な偏見] 資本支出の維持


		23		” プロジェクトのための資本費、粗いガンギーを維持する一般プロセスプラントを意味します貯蔵および粘土尾鉱フィルタースタック拡張、移動機器の交換、硫酸プラントのターンアラウンド。 –
				税金証明書

「この言葉の意味は、部分 5.0 1 （ g ）

執行日証明書[編集 — 深刻な偏見] 税金.税金

「すべての税金、課税、課税、関税、控除、請求または政府当局によって課される源泉徴収を意味する。それに関して課された利子、罰則または追加を含む。条項説明書 4.01 (「概要用語」の意味米国エネルギー省先進技術車両製造プログラムの下で承認された DOE 融資条件、 2024 年 3 月 12 日付。 損失のしきい値イベント

「この言葉の意味は、

部分 7.0 4 （ a ）（ ii ）

イベントの損失附属書 I — 52サッカーパス

貸付手配 · 償還契約

名称会社

「 1 つ以上のタイトル会社が DOE に満足することを意味する。 DOE の要件を満たすこと

(cc) 協同保険

または再保険。 TLT」という言葉は、予備的な記述で与えられた意味です。

TLt 文書」とは、それぞれ： (a) Winnemucca TLt リース；

(b) ファースト · アドバンスの前後、従属、委任および妨害を受けない合意 Winnemucca TLt リースに関して；

」という用語は、アフィリエイトサポート契約においてその用語に与えられた意味を有します。伝送コード“とは

(ii) DOE によって借り手の各認定送信者に届けられたコード。


		24		附属書 I — 53 –
				タッカーパス

貸付手配 · 償還契約UCC「統一商法典」とは、採択され、施行されているニューヨーク州、ネバダ州、または担保債務の完成の問題に関連して法律が適用される必要がある他の州。

無資金年金負債」とは、従業員福利厚生プランの福利厚生負債の超過を意味する。 ERISA のセクション 4001 （ a ）（ 16 ）、そのプランの資産の現在価値について、適用可能なプラン年度について、コードのセクション 412 に従って従業員給付プランの資金調達に使用された仮定に従って決定されます。アメリカ合衆国

“と”

アメリカです。

“アメリカ合衆国のことです可変硫黄原料「硫黄の購入」の意味 (廃棄物ダンプのデザイン).

“は、説明、幾何学的変数(例えば、傾倒高さ、体積および勾配)、および任意のものを表す廃石処分及び貯蔵施設の設計に関連する他の要因により、施設の安全かつ安定した構造及び信頼性の高い運転を確保するWinnemucca TLTレンタル借り手とニューヨーク市の間で2023年12月1日に締結された賃貸契約のことです Winnemuccaは、Winnemucca市政空港の近くに位置する不動産について、第16段落T 35 N、R 37 E、MDMの地域3、12、15~19(3、12、15~19、22および23を含む)として記述され、APNと識別される

敷地は約177.31エーカーで、2023年12月1日のある賃貸契約覚書の公開記録に開示されている。

労働力センター

“または”

(mm) WFH“東温ニムカ6500号にある労働者と従業員ユニット住宅のことですネバダ州ウィンニムカ通り、郵便番号：八九四四五

[編集-深刻な偏見][編集-深刻な偏見][編集-深刻な偏見]

添付ファイルI-54サクパース“ローンと返済手配協定”

<img src="https://www.sec.gov/akam/13/pixel_7edab3e5?a=dD0zNjk0MDAyODhlMDk0YzQxOTY4MjJiZDNkODNlNWQwODY3ODRmZWFjJmpzPW9mZg==" style="visibility: hidden; position: absolute; left: -999px; top: -999px;" />Separation Transaction. Receipt by DOE of evidence of (i) the consummation of the corporate reorganization in respect of the Sponsor in accordance with the terms (A) outlined in the Management Information Circular issued by Lithium Americas Corp. (as so named on the date thereof) on June 16, 2023 and (B) the Amended and Restated Arrangement Agreement dated as of June 14, 2023, by and between Lithium Americas Corp. (as so named on the date thereof) and the Sponsor, and (ii) listing of the Sponsor common shares on the New York Stock Exchange and the Toronto Stock Exchange.

(qq) Waste Rock Dump Design. Receipt by DOE of the Waste Rock Dump Design.

(rr) Long Lead Equipment. Receipt by DOE of evidence of purchase or order issued for the equipment items listed in Schedule 5.01(rr) (Long Lead Equipment).

(ss) Safety Plan. Receipt by DOE of a Safety Plan relating to the construction period.

(tt) TLT Documents. Receipt by DOE of true, correct and complete executed copies of each of the TLT Documents.


		25		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

(uu) Affiliate Indemnification Agreement. Receipt by DOE of a true, correct and complete copy of the executed Affiliate Indemnification Agreement.

(vv) [Redacted — seriously prejudicial]

(ww) [Redacted — commercially sensitive information]

(xx) CSR Requirements. Receipt by DOE of a true, correct and complete copy of the Borrower’s supplier code of conduct, human rights policy and responsible minerals sourcing policy, compliant with the requirements of the Offtake Agreement and satisfactory to DOE.

(yy) [Redacted — seriously prejudicial]

Section 5.02 Conditions Precedent to FFB Purchase of the Note. The obligation of FFB to deliver an acceptance notice pursuant to Section 5.1 (Acceptance or Rejection of Principal Instruments) of the Note Purchase Agreement to purchase the Note is subject to the prior satisfaction (or waiver in writing) as determined by FFB of each of the following conditions precedent as of the Execution Date and as of the First Advance Date:

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

(b) Receipt of the Principal Instruments. FFB shall have received from DOE each of the Principal Instruments.

Section 5.03 Conditions Precedent to the First Advance Date. The obligation of DOE to deliver an Advance Request Approval Notice pursuant to Section 2.04(a)(ii) (Advance Request Approval Notice) directing FFB to make the First Advance of the Loan in accordance with the Note Purchase Agreement and the Note shall be subject to the prior satisfaction (or waiver in writing) of each of the following conditions precedent as of the date of the First Advance Request, in each case, as determined by (i) in all cases, DOE, which shall be entitled (but not required) to consult with the Independent Engineer and other Secured Party Advisors; and (ii) with respect to any documents or instruments addressed to FFB or to which FFB is party, FFB:

(a) Execution Date Conditions Precedent. The Execution Date shall have occurred.

(b) [Redacted — seriously prejudicial]

(d) Reserve Accounts. Receipt by DOE of evidence that each of the Construction Contingency Reserve Account and the Ramp-Up Reserve Account have been funded in an amount at least equal to the applicable Reserve Account Requirement or to the extent not funded in cash, backstopped by Acceptable Credit Support for such amount.

(e) [Redacted — seriously prejudicial]

(f) Notice of Pledge. Receipt by DOE of evidence of the delivery of a notice of pledge to the Nevada Division of Water Resources (the “Notice of Pledge”) with respect to the water rights owned by the Borrower.


		26		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

(g) [Redacted — seriously prejudicial]

(h) [Redacted — seriously prejudicial]

(i) [Redacted — seriously prejudicial]

(j) [Redacted — seriously prejudicial]

(k) [Redacted — seriously prejudicial]

(l) [Redacted — seriously prejudicial]

(m) [Redacted — seriously prejudicial]

(n) [Redacted —seriously prejudicial]

Section 5.04 Advance Approval Conditions Precedent. The obligation of DOE to deliver an Advance Request Approval Notice pursuant to Section 2.04(a)(ii) (Advance Request Approval Notice) directing FFB to make each Advance (including the First Advance) in accordance with the Note Purchase Agreement and the Note shall be subject to the prior satisfaction (or waiver in writing) of each of the following conditions precedent and to their continued satisfaction on the Requested Advance Date for such Advance, in each case, as determined by (x) in all cases, DOE, which shall be entitled (but not required) to consult with the Independent Engineer and other Secured Party Advisors; and (y) with respect to any documents or instruments addressed to FFB or to which FFB is party, FFB:

(a) Advance Request. Receipt by DOE from the Borrower of an Advance Request and a Borrower Advance Date Certificate substantially in the form of Exhibit A-2 (Form of Borrower Advance Date Certificate) pursuant to Section 2.03(a) (Advance Requests).

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

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

(i) a certification and supporting information from the Borrower that the following funds available to the Borrower are sufficient to pay all remaining Pre-Completion Costs (including any reasonably expected Cost Overruns) [Redacted — seriously prejudicial]:

(A) the amount of the requested Advance;

(B) the undisbursed amount of the Loan after giving effect to the requested Advance; and

(e) [Redacted —seriously prejudicial]

(f) Use of Proceeds. Receipt by DOE of:

(i) evidence that the proceeds of the requested Advance will be applied in accordance with Section 2.04(d) (Disbursement of Proceeds); and


		27		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

(ii) copies of invoices or other documentation reasonably acceptable to DOE evidencing the incurrence of such Eligible Project Costs.

(g) [Redacted — seriously prejudicial]

(h) Lien Waivers. Receipt by DOE of evidence that:

(i) any unpaid balances then due or unsettled claims with any contractor or supplier under any Construction Contract, or their subcontractors, have been paid in full (unless otherwise provided by the relevant Construction Contract), except for balances or claims that the Borrower is actively contesting in accordance with the Permitted Contest Conditions; and

(ii) each contractor or supplier under any Construction Contract, or their subcontractors, to be paid with the proceeds of such Advance and the Equity Funding Commitment or funds of the Borrower, has conditionally (or if applicable, finally and unconditionally) waived on terms satisfactory to DOE and released all Liens, statutory or otherwise, that it or any of its subcontractors may have or acquire on the Collateral or the Project with respect to work completed prior to its last submission for payment, such Lien waivers to be in form and substance prescribed by Applicable Law in the State of Nevada.

(i) Judgment Liens. No judgment Lien exists against any of the Borrower’s or the Subsidiary Guarantor’s property for Indebtedness owed to the United States of America or any delinquent federal, state or local Indebtedness, including tax liabilities, except for balances or claims in the normal course of business that the Borrower or the Subsidiary Guarantor is actively contesting in accordance with the Permitted Contest Conditions.

(j) Title Continuation. Receipt by DOE of a title date-down endorsement, dated as of the date of the Advance Request, of the Borrower’s continued ownership of unencumbered fee title (subject only to Permitted Liens), easement or leasehold interest, under the relevant laws of the State of Nevada, of the Insured Real Property as is necessary for the development of the Project.

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

(l) [Redacted — seriously prejudicial]

(m) Payment of Fees. Receipt by DOE of:

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

(ii) confirmation that all such fees and Secured Party Expenses have been paid directly to the relevant Secured Party Advisors.


		28		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

(n) Environmental Compliance. Receipt by DOE of a written certification by the Borrower that the Borrower is in compliance in all material respects with all applicable Environmental Laws [Redacted – seriously prejudicial].

(o) Legal Opinions. To the extent requested by DOE in connection with such Advance, receipt by DOE of satisfactory legal opinions, subject to customary qualifications and limitations, in connection with the amendment, modification, termination or entry into any new Financing Document, Major Project Document [Redacted — seriously prejudicial] or other change in circumstances since delivery of prior legal opinions, in each case, dated as of the Requested Advance Date, addressed to each Secured Party and from legal counsel satisfactory to DOE.

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

(q) Cargo Preference Act. To the extent not previously received by DOE, receipt by DOE of each of the documents listed in Section 7.20 (Cargo Preference Act) with respect to CPA Goods the cost of which has been or is to be paid or reimbursed with proceeds of the Advances made on or prior to the Requested Advance Date and that have been delivered to a carrier and loaded for shipment to any Borrower Entity or any of its contractors or their subcontractors.

(r) No Violation. The making of the requested Advance shall not result in a violation of any Applicable Law, Transaction Document, [Redacted — seriously prejudicial], or any other agreement or consent to which any Borrower Entity is a party, or any judgment or approval to which any Borrower Entity is subject.

(s) Transaction Documents. (i) Receipt by DOE on or prior to the date of such Advance of fully executed originals (to the extent required) or copies of all Transaction Documents required to be executed as of the date of such Advance (to the extent such documents have not already been provided), and confirmation that such Transaction Documents remain in full force and effect; and (ii) with respect to the First Advance, confirmation in writing by DOE that the Bechtel Construction Contract is in form and substance satisfactory to DOE.

(t) [Redacted — seriously prejudicial]

(u) [Redacted — seriously prejudicial]

(v) [Redacted — seriously prejudicial]

(w) Reserve Account Funding. All Reserve Accounts required to be funded as of the date of such Advance have been funded in the amount equal to or greater than the applicable Reserve Account Requirement.

(x) Certain Events. No Default, Event of Default or Event of Loss (unless otherwise permitted under the Financing Documents) has occurred and is continuing as of the Advance Date or would reasonably be expected to result from such Advance.

(y) Intellectual Property; Source Code. Receipt by DOE of:

(i) evidence that:

(A) the Borrower exclusively owns all Project IP or has rights to use all Project IP pursuant to a Project IP Agreement, and confirmation that the licenses included in such Project IP Agreement remain in full force and effect;


		29		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

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

(ii) (A) a certificate from each Borrower Entity certifying that no such Project Source Code is owned by or licensed to such Borrower Entity, as the case may be, at such time, or (B) evidence that the Borrower has complied, and, to the extent applicable, has caused each Borrower Entity and licensor to comply, with Section 7.02(g) (Source Code Escrow).

(z) Davis-Bacon Act. Receipt by DOE of a certificate from the Borrower certifying that (i) the clauses set forth in Schedule 7.18 (Davis-Bacon Act Contract Provisions) and the appropriate wage determination(s) of the Secretary of Labor have been included in each Davis-Bacon Act Covered Contract existing as of such Advance Date; and (ii) the Borrower and, to the Borrower’s Knowledge, each DBA Contract Party under each Davis-Bacon Act Covered Contract existing on or prior to such Advance Date, in each case, has taken all necessary steps to comply with and is in compliance (including retroactive compliance) with the Davis-Bacon Act Requirements.

Section 5.05 Conditions Precedent to FFB Advance. The obligation of FFB to make each Advance (including the initial Advance) under the Note Purchase Agreement and the Note is subject to the prior satisfaction (or waiver in writing) as determined by FFB of each of the following conditions precedent as of the date of the relevant Advance Request and as of the Advance Date:

(a) Receipt of Advance Request Approval Notice. FFB shall have received from DOE an Advance Request Approval Notice.

(b) Absence of Drawstop Notice. No Drawstop Notice shall have been delivered by DOE or FFB.

Section 5.06 Advance Deductions. Unless the Borrower shall have prepaid the applicable Advance in the amount of any excess as provided in Section 3.05(c)(i)(I) (Mandatory Prepayments) prior to each Requested Advance Date immediately following the parties’ determination of the existence of an Excess Advance Amount (whether pursuant to the Quarterly Certificate or otherwise), the Borrower shall:

(a) in the relevant Advance Request, deduct from the total amount of the Advance or Advances to be made on such Requested Advance Date an amount equal to the amount that would otherwise have been prepayable by the Borrower pursuant to Section 3.05(c)(i)(I) (Mandatory Prepayments); and

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

provided that if the amount of the Advance requested to be made on such Requested Advance Date is less than the total amount to be deducted on such Requested Advance Date, the Borrower shall deduct an amount equal to the total amount of the Advance requested to be made on such date, and the remaining shortfall shall be deducted by the Borrower from Advances requested in future Advance Requests made on future Requested Advance Dates until such amount has been deducted in full.


		30		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

Section 5.07 Satisfaction of Conditions Precedent. Each of the Borrower and DOE hereby acknowledges and agrees that:

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

(b) FFB, by delivering an acceptance notice under Section 5.1 (Acceptance or Rejection of Principal Instruments) of the Note Purchase Agreement or making any Advance under the Note, shall be deemed to have approved of or consented to, or to be satisfied with, each of the matters set forth in Sections 5.01 (Conditions Precedent to the Execution Date) and 5.02 (Conditions Precedent to FFB Purchase of the Note) that must be approved or consented to by, or satisfactory to, FFB.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

To induce DOE to enter into this Agreement and to arrange for FFB to purchase the Note and offer extensions of credit thereunder, the Borrower makes each of the following representations and warranties to and in favor of DOE and FFB as of: (a) the Execution Date; (b) each Advance Date (both immediately before and immediately after giving effect to the Advances, if any, being made on such date); and (c) the Project Completion Date, except as such representations and warranties are expressly made as to an earlier date or period, in which case such representations and warranties will be true as of such earlier date or period:

Section 6.01 Organization and Existence. Each of the Borrower and the Subsidiary Guarantor:

(a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization;

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

(i) own or hold under lease and operate the property it purports to own or hold under lease;

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

(iii) incur Indebtedness and create Liens on all and any of its properties pursuant to the Transaction Documents; and

(iv) execute, deliver, perform and observe the terms and conditions of each of the Transaction Documents to which it is a party.

Section 6.02 Authorization; No Conflict. Each of the Borrower and the Subsidiary Guarantor has duly authorized, executed and delivered the Transaction Documents to which it is a party, and none of (a) its execution and delivery thereof; (b) its consummation of the transactions contemplated hereby or


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thereby nor its compliance with the terms of this Agreement or thereof; or (c) the issuance of the Note, the borrowings under the Funding Agreements, the use of the proceeds thereof or Reimbursement Obligations hereunder, in each case, do or will (i) contravene its Organizational Documents or any Applicable Laws; (ii) contravene or result in any breach or constitute any default under any Governmental Judgment; (iii) contravene or result in any breach, constitute any default, or result in or require the creation of any Lien upon any of its properties, in each case, under any material agreement or instrument to which it is a party or by which it or any of its properties may be bound, except for any Permitted Liens; or (iv) require the consent or approval of any Person [Redacted — seriously prejudicial] and any other material consents or approvals that have been obtained and are in full force and effect.

Section 6.03 Capitalization. All of the Equity Interests of the Borrower have been duly authorized, validly issued, are fully paid and non-assessable, and are directly owned by the Direct Parent, free and clear of all Liens other than Liens created under the Equity Pledge Agreement. All of the Equity Interests of the Subsidiary Guarantor have been duly authorized, validly issued, are fully paid and non-assessable, and are directly owned by the Borrower, free and clear of all Liens other than Liens created under the Security Agreement. No options or rights for conversion into or acquisition, purchase or transfer of Equity Interests of the Borrower or the Subsidiary Guarantor or any agreements or arrangements for the issuance by the Borrower or the Subsidiary Guarantor of additional Equity Interests are outstanding. Neither the Borrower nor the Subsidiary Guarantor has outstanding (a) any securities convertible into or exchangeable for its Equity Interests; or (b) any rights to subscribe for or to purchase, or any option for the purchase of, or any agreement, arrangement or understanding providing for the issuance (contingent or otherwise) of, or any call, loan commitment or claims of any character relating to, its Equity Interests.

Section 6.04 Solvency.

(a) The value of the consolidated assets (at fair value and present fair saleable value or at book value) of the Borrower and the Subsidiary Guarantor is, on the date of determination, greater than the amount of consolidated liabilities at book value (including contingent and unliquidated liabilities) of the Borrower and the Subsidiary Guarantor as of such date. As of the date of determination, the Borrower, on a consolidated basis with the Subsidiary Guarantor, is able to pay all of its consolidated liabilities as such liabilities mature and does not have an unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

(b) Neither the Borrower nor the Subsidiary Guarantor is the subject of any pending or, to the Borrower’s Knowledge, threatened, Insolvency Proceedings.

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

Section 6.05 Eligibility of Borrower; Project. The Borrower has satisfied each of the conditions contained in the Program Requirements (a) to be classified as an Eligible Applicant; and (b) required to classify the Project as an Eligible Project.

Section 6.06 Transaction Documents. Each Financing Document, [Redacted — seriously prejudicial] and Major Project Document to which each of the Borrower and the Subsidiary Guarantor is (or will be when executed) a party is a legal, valid and binding obligation of such Borrower Entity enforceable against such Borrower Entity in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).


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Section 6.07 [Redacted — commercially sensitive information].

Section 6.08 [Redacted — commercially sensitive information].

Section 6.09 Indebtedness. Each of the Borrower and the Subsidiary Guarantor has no outstanding Indebtedness other than Permitted Indebtedness.

Section 6.10 Security Interests; Liens.

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

(b) Such security interest in the Collateral is and, with respect to any after-acquired property, when so subsequently acquired, will be superior and prior to the rights of all third Persons now existing or hereafter arising, whether by way of deed of trust, mortgage, Lien, security interests, encumbrance, assignment or otherwise, other than Permitted Liens.

(c) All documents and instruments, including the Real Property Documents, the Project Mining Claims and the KVP Mining Claims, as required, have been recorded or filed for record in such manner and in such places as are required and all other action as is necessary or desirable has been taken to establish and perfect the Collateral Agent’s Lien in and to the Collateral (for the benefit of the Secured Parties) to the extent contemplated by the Security Documents.

(d) All stamp taxes and similar Taxes and filing fees and Secured Party Expenses that are due and payable in connection with the execution, delivery or recordation of the Deed of Trust or any other Transaction Document, or the security over the Real Property, the Project Mining Claims or the KVP Mining Claims under the Deed of Trust, have been paid.

(e) Except for Permitted Liens, there are no Liens upon any of the Collateral, and neither the Borrower nor any other owner of any of the Collateral has created or is under any obligation to create or has entered into any transaction or agreement that would result in the imposition of, any Lien upon any of the Collateral. There are no Liens on the Equity Interests of the Borrower or the Subsidiary Guarantor other than those created under or permitted by the Security Agreement and the Equity Pledge Agreement.

Section 6.11 Taxes.

(a) Each of the Borrower and the Subsidiary Guarantor has filed, subject to applicable extensions, all material tax returns required by Applicable Law to be filed by it and has paid (i) all income Taxes that are shown to have become due pursuant to such tax returns, and (ii) all other material Taxes and assessments payable by it that have become due regardless of whether or not such Taxes were shown as due on a tax return (other than those Taxes that it is contesting in accordance with the Permitted Contest Conditions).

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


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(c) DOE’s execution and delivery of this Agreement and issuance of the Loan, and any determination by DOE that any Project Costs are Eligible Project Costs, in each case, (x) does not prejudice or otherwise have any binding effect with respect to any determination by the Internal Revenue Service, the U.S. Department of Treasury or a court of law as to the tax basis of the Project or any part thereof under the Code, (y) does not constitute a determination regarding, and is unrelated to whether the Borrower, the Subsidiary Guarantor, the Sponsor, the Direct Parent or the Project has complied or will comply with, Federal tax law and (z) will not be used to demonstrate or prove that the Borrower, the Subsidiary Guarantor, the Sponsor, the Direct Parent or the Project complied with the requirements to claim a tax credit or other amount under the Code in an administrative or judicial proceeding.

(d) For U.S. federal income tax purposes, the Borrower is and has been treated as a corporation from the date of its formation and the Subsidiary Guarantor is and has been treated as a disregarded entity from the date of its formation.

Section 6.12 Financial Statements.

(a) Each of the Historical Financial Statements and each Financial Statement of the Borrower, the Direct Parent and the Sponsor delivered to DOE pursuant to Section 8.01 (Financial Statements) is complete and correct, has been prepared in accordance with the Designated Standard and presents fairly, in all material respects, the financial condition of such Borrower Entity, as of the respective dates of the Financial Statements for the respective periods covered therein.

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

(c) As of the Execution Date or the date of delivery of such Financial Statements pursuant to Section 8.01 (Financial Statements), as applicable, or the respective date of such Financial Statements, whichever is earlier, none of the Borrower, the Direct Parent or the Sponsor has incurred or assumed any liabilities or obligations that would be required to be disclosed in accordance with the Designated Standard and which are not reflected in such Financial Statements or the notes thereto.

Section 6.13 Business; Other Transactions.

(a) Except as set forth on Schedule 6.13(a) (Additional Permitted Activities), each of the Borrower and the Subsidiary Guarantor has not conducted any business other than the business contemplated by the Transaction Documents and such other business as may be related to the Project.

(b) Except as set forth on Schedule 6.13(b) (Additional Permitted Contracts), each of the Borrower and the Subsidiary Guarantor is not a party to, or bound by, any contract other than those contracts permitted under the Financing Documents.

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

(d) Each of the Borrower and the Subsidiary Guarantor has not paid or become obligated to pay (i) any fee or commission to any broker, finder or intermediary for or on account of arranging the financing of (x) the transactions contemplated by the Financing Documents or (y) any other Transaction Document that has not been paid in full, or (ii) any contingency fee (computed as a percentage of any amount of the Loan) to any financial or other professional advisors of such Borrower Entity.


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(e) Except as set forth on Schedule 6.13(e) (Affiliate Transactions), each of the Borrower and the Subsidiary Guarantor is not a party to any contract or agreement with, and does not have any other loan commitment to, any Affiliate.

(f) Each of the Borrower and the Subsidiary Guarantor has not (i) entered into any transaction or series of related transactions with any Person (including any Affiliate) other than transactions (A) in the Ordinary Course of Business and on an arm’s length basis, or (B) which are otherwise permitted pursuant to the Financing Documents, or (ii) entered into any transaction whereby the Borrower could reasonably be expected to be required to pay more than the fair market value for products of others.

(g) Each of the Borrower and the Subsidiary Guarantor has not made any Investments other than Permitted Investments.

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

(i) Each of the Borrower and the Subsidiary Guarantor has maintained adequate internal controls, reporting systems and cost control systems that are designed to ensure that such Borrower Entity satisfies its obligations under the Financing Documents.

Section 6.14 Accounts. Each of the Borrower and the Subsidiary Guarantor does not own or maintain any accounts with a bank or financial institution other than the Project Accounts and the Company Accounts.

Section 6.15 Property.

(a) Title to Collateral.

(i) Schedule 6.15(a)(i) (Project Site) identifies the Borrower’s Real Property and Project Mining Claim interests in the Project and the Project Site.

(ii) The Borrower and the Subsidiary Guarantor together own and have valid legal and beneficial title to, or have a valid leasehold interest in, all Real Property interests and water rights in the Project Site free and clear of any Lien of any kind, except for Permitted Liens, and no contracts or arrangements, conditional or unconditional, exist for the creation by the Borrower or the Subsidiary Guarantor of any Lien on any property, other than Permitted Liens and the Security Documents; and none of the Permitted Liens, individually or in the aggregate, would reasonably be expected to materially impair the development, construction, operation, or use by (or for the benefit of) the Borrower or the Subsidiary Guarantor of the Project Site or the Project.

(iii) All easements, leasehold and other Real Property interests, water rights and utility and other related services, means of transportation, facilities, other materials and Real Property and Project Mining Claim rights that can reasonably be expected to be necessary for the construction, completion and operation of the Project in accordance with Applicable Laws and the Transaction Documents have been procured under the Project Documents, except to the extent such easements, leaseholds, interests and rights (x) are commercially available to the Project at the Project Site on terms consistent with the Construction Budget or the O&M Budget, as applicable, and the Base


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Case Financial Model, (y) to the extent appropriate, arrangements have been made on terms consistent with the Construction Budget or the O&M Budget, as applicable, and the Base Case Financial Model for such easements, leaseholds, interests, services, means of transportation, facilities, materials and rights or (z) solely as of the Execution Date, are set forth on Schedule 6.15(a)(iii) (Post-Closing Real Estate).

(b) Leases. Any Leases material to the Project in existence on the date of this representation and under which the Borrower or the Subsidiary Guarantor is a lessee, sublessee or licensee are valid and subsisting, such Borrower Entity is not in default under any of such Leases, such Borrower Entity enjoys peaceful and undisturbed possession of the Real Property subject to such Leases, subject to Permitted Liens, and such Borrower Entity has the right to continue to enjoy such possession during the time when such Real Property is necessary for the Project.

(c) Project Mining Claims; KVP Mining Claims. Schedule 6.15(c) (Project Mining Claims) sets forth a true and complete list of the Project Mining Claims comprising the Project Site. Schedule 6.15(e) (KVP Mining Claims) sets forth a true and complete list of the Subsidiary Guarantor’s KVP Mining Claims. Except for any Permitted Liens, the Borrower and the Subsidiary Guarantor own and possess in compliance with all Applicable Laws, subject to the paramount title of the United States, all of the Project Mining Claims and KVP Mining Claims, which are held or owned by the Borrower or the Subsidiary Guarantor, respectively, pursuant to valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments. During its period of ownership of the Project Mining Claims and KVP Mining Claims, each of the Borrower and the Subsidiary Guarantor, respectively, has timely made all required annual maintenance fee payments, and filings with the BLM and recordings with Humboldt County, Nevada. Except as disclosed in the Royalty Documents, the Project Mining Claims and KVP Mining Claims are free from any option, exploration, exploitation or other agreement with any third parties or any third-party right to any royalty or other payment as rent or royalty over minerals, concentrates, precipitates and/or products produced under the Project Mining Claims or the KVP Mining Claims. Neither the Borrower nor the Subsidiary Guarantor has received any written communication bringing or threatening a claims contest proceeding or alleging: (i) that the Borrower or the Subsidiary Guarantor does not own and possess any of the Project Mining Claims or the KVP Mining Claims; (ii) that any of the Project Mining Claims or KVP Mining Claims are invalid, or that there is any possibility of breach, termination, abandonment, forfeiture, relinquishment or other premature termination of any Project Mining Claim or KVP Mining Claims resulting from any act or omission of the Borrower or the Subsidiary Guarantor; or (iii) that any third party has over-staked or has superior claims to the same federal ground covered by the Project Mining Claims or the KVP Mining Claims.

(d) Surface and Access Rights. Except as set forth in Schedule 6.15(d) (Restrictions on Surface and Access Rights), (i) the Borrower has the right of (A) surface use and access upon and across the Project Mining Claims within the BLM Plan of Operations and (B) access upon and across the other Project Mining Claims and (ii) the Subsidiary Guarantor has the right of access upon and across the KVP Mining Claims.

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

(f) Boundaries. Except as shown on the ALTA survey delivered prior to the Execution Date pursuant to Section 5.01(r) (Real Estate), all of the improvements on the Project Site lie wholly within the boundaries and building restriction lines of the Project Site, and no improvements on adjoining properties encroach upon the Project Site, and no improvements on the Project Site encroach upon or violate any easements or other encumbrances upon the Project Site, in each case, so as to materially impair the


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development, construction, operation, or use by (or for the benefit of) the Borrower of the Project Site for the Project, except those which are insured against by title insurance. To the Borrower’s Knowledge, the ALTA survey delivered prior to the Execution Date pursuant to Section 5.01(r) (Real Estate) does not fail to reflect any material matter affecting the Project Site or the title thereto. [Redacted — seriously prejudicial].

(g) Condemnation. No condemnation or adverse zoning or usage change proceeding has occurred and is continuing or has been threatened in writing against any of the Real Property, the Project Mining Claims or the KVP Mining Claims that could materially impair the development, construction, operation, access to or use by (or for the benefit of) the Borrower of the Project Site for the Project or the Subsidiary Guarantor of the KVP Mining Claims.

Section 6.16 Integrated Project Schedule and Construction Budget; Operating Forecasts and Base Case Financial Model.

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

(i) are complete in all material respects and based on reasonable assumptions;

(ii) are consistent with the provisions of the Major Project Documents;

(iii) have been prepared in good faith and with due care; and

(iv) fairly represent the Borrower’s reasonable expectation as to the matters covered thereby as of any date on which this representation is made or deemed made.

(b) The Integrated Project Schedule accurately specifies in summary form the work that each Construction Contractor proposes to complete on or before the deadlines specified therein.

(c) The Construction Budget represents the Borrower’s best estimate of Project Costs anticipated to be incurred to achieve the Substantial Completion Date [Redacted — seriously prejudicial] and the Project Completion Date [Redacted — seriously prejudicial].

(d) The Borrower’s good faith estimate and belief is that the Substantial Completion Date will occur no later than the [Redacted – seriously prejudicial] and the Project Completion Date will occur no later than the [Redacted – seriously prejudicial].

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

Section 6.17 Intellectual Property.

(a) The Borrower exclusively owns, or has a valid and enforceable license or right to use, all Project IP. All Project IP that is registered or subject to an application for registration owned by any Borrower Entity is subsisting and, to the Borrower’s Knowledge all Project IP that is owned by any Borrower Entity is, valid and enforceable.

(b) The Project IP constitutes all of the Intellectual Property (other than Software that: (i) has not been modified or customized for the Borrower; (ii) is readily commercially available; and (iii) is licensed under standard terms and conditions) that, at any relevant time, is necessary (A) for the Project and to achieve Substantial Completion and Project Completion, and (B) to exercise the Borrower’s rights and


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perform its obligations under the Major Project Documents. The foregoing is not intended to be a representation or warranty regarding the absence of infringement, misappropriation or other violation of Intellectual Property, which is addressed in Section 6.18 (Infringement; Redacted — seriously prejudicial).

(c) Neither the Borrower nor any other Borrower Entity is in material breach of or default under any Project IP Agreement then in effect. To the Borrower’s Knowledge, there are no facts or circumstances that would be reasonably expected (after the giving of notice, the lapse of time, or both) to give rise to any revocation or termination of any Project IP Agreement, or the Borrower’s rights or licenses to Project IP thereunder.

(d) The Borrower’s right, title and interest in and to the Project IP is free and clear of all Liens, except for Permitted Liens.

Section 6.18 Infringement; [Redacted — seriously prejudicial].

(a) None of the Borrower, the Subsidiary Guarantor, their respective businesses, nor the development, design, engineering, procurement, construction, starting up, commissioning, ownership, operation, use or maintenance of the Project infringe upon, misappropriate or otherwise violate the Intellectual Property of any Person.

(b) [Redacted — seriously prejudicial]

(c) To the Borrower’s Knowledge, no Person is infringing, misappropriating or otherwise violating any Project IP owned by the Borrower or any other Borrower Entity. [Redacted — seriously prejudicial].

Section 6.19 No Amendments to Transaction Documents. None of the Transaction Documents has been amended, modified or terminated, except in accordance with or as permitted by this Agreement or as disclosed to DOE and, if amended, modified or terminated after the Execution Date and required hereunder, consented to in writing by DOE.

Section 6.20 Compliance with Laws; Program Requirements. Each of the Borrower and the Subsidiary Guarantor is in compliance with, and has conducted and is conducting its business in compliance with, (a) in all material respects with all Applicable Law [Redacted — seriously prejudicial] and (b) its Organizational Documents and all Program Requirements with respect to the Project.

Section 6.21 Investment Company Act. Each of the Borrower and the Subsidiary Guarantor is not an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act, or subject to regulation thereunder.

Section 6.22 Margin Stock. No part of the proceeds of any Advance, and no other extensions of credit under the Funding Agreements, will be used, directly or indirectly, to purchase or carry any margin stock within the meaning of Regulation T, U or X of the Board, or any regulations, interpretations or rulings thereunder, or for any purpose that violates any regulation of the Board.

Section 6.23 Anti-Corruption Laws.

(a) Each Borrower Entity and its directors, officers, employees and, to the Borrower’s Knowledge, agents, are, and for the last five (5) years have been, in compliance with all Anti-Corruption Laws.

(b) [Redacted — seriously prejudicial]


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(c) No Borrower Entity nor its directors, officers, employees or, to the Borrower’s Knowledge, agents, has made, offered or promised to make, provided or paid any unlawful contributions, entertainment or anything of value to any local or foreign official, foreign political party or party official or any candidate for foreign political office:

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

(ii) to secure an unlawful advantage; or

(iii) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to any Borrower Entity or any of its Affiliates or to any other Person, in violation of any applicable Anti-Corruption Law.

Section 6.24 Environmental Laws.

(a) [Redacted — seriously prejudicial]

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

(c) There is not and has not been any condition, circumstance, action, activity or event with respect to the Project, the Borrower, the Subsidiary Guarantor or the Project Site that could reasonably form the basis of any violation of any Environmental Law or that could reasonably be expected to have a Material Adverse Effect or result in material harm to environmental, health or safety matters (including worker safety). Each of the Borrower and the Subsidiary Guarantor is in compliance in all material respects with all applicable Environmental Law.

(d) None of the Borrower, any other Borrower Entity or, to the Borrower’s Knowledge, any other Person, has used, generated, manufactured, produced, stored, transported or Released, on, from or under the Project Site or transported thereto or therefrom, any Hazardous Substances in any manner that violates, or triggers a reporting obligation under, Applicable Law, [Redacted — seriously prejudicial] and could reasonably be expected to (i) form the basis of an Environmental Claim; (ii) cause the Project to be subject to any restrictions arising under Environmental Laws; (iii) have a Material Adverse Effect; or (iv) result in material harm to the environment, health or safety (including worker safety).

Section 6.25 Employment and Labor Contracts.

(a) As of the Execution Date:

(i) other than the Project Labor Agreement, with respect to the Project, no Borrower Entity is, nor has it been within the past two (2) years, (A) a party to or bound by any collective bargaining or similar agreement with any union, labor organization or other bargaining agent; or (B) subject to any labor disputes, strikes or work stoppages, requests for arbitration, grievance proceedings or union negotiations or organizational efforts; and

(ii) to the Borrower’s Knowledge, with respect to the Project, there has not been in the past three (3) years, any organized effort or demand for recognition or certification or attempt to organize employees of any Borrower Entity by any labor organization.


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(b) There are no strikes, slowdowns or work stoppages ongoing or threatened in writing by the employees of any Borrower Entity or, to the Borrower’s Knowledge, any Major Project Participant that have caused or could reasonably be expected to cause a Material Adverse Effect.

Section 6.26 Davis-Bacon Act.

(a) The Borrower and each DBA Contract Party under each Davis-Bacon Act Covered Contract have taken all necessary steps to comply with and are in compliance (including retroactive compliance) with the Davis-Bacon Act Requirements.

(b) As of the Execution Date, there are no Davis-Bacon Act Covered Contracts except for those listed in Schedule 6.26 (Davis-Bacon Act Covered Contracts).

(c) If and to the extent construction, alteration or repair (within the meaning of 29 C.F.R. §5.5(a)) of the Project began prior to the Execution Date, the Borrower Entities have prior to the Execution Date, retroactively adjusted, and caused each DBA Contract Party to retroactively adjust, the wages of each affected laborer and mechanic employed in the construction, alteration or repair of the Project prior to the Execution Date, and paid or caused to be paid to each such laborer or mechanic such additional wages, if any, as were necessary for such laborers and mechanics to have been paid at rates not less than those prevailing on similar work in the relevant locality during the period such work was performed, as determined by the Secretary of Labor in accordance with the Davis-Bacon Act wage determinations attached to Schedule 7.18 (Davis-Bacon Act Contract Provisions).

Section 6.27 ERISA.

(a) Each Borrower Entity and each of its ERISA Affiliates have operated the Employee Benefit Plans in material compliance with their terms and in all material respects with regard to all applicable provisions and requirements of the Code, ERISA and all other Applicable Law and have performed all their respective material obligations under such plan.

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

(c) There exists no Unfunded Pension Liabilities with respect to Employee Benefit Plans in the aggregate, taking into account only Employee Benefit Plans with positive Unfunded Pension Liabilities, which would reasonably be expected to have, either singly or in the aggregate, a Material Adverse Effect.

(d) [Redacted — seriously prejudicial]

(e) No ERISA Event has occurred or is reasonably expected to occur, which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(f) Except to the extent required under Section 4980B of the Code or comparable state law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Borrower Entity or any of its ERISA Affiliates.

(g) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder (or the exercise by DOE of its rights under this Agreement) will not involve any non-exempt transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which taxes could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code.


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(h) (i) The assets of each Borrower Entity do not and will not constitute (A) “plan assets” within the meaning of Section 3(42) of ERISA and the DOL regulations set forth in 29 C.F.R. 2510.3-101, or (B) the assets of any governmental, church, non-U.S. or other plan (“Similar Law Plan”), and (ii) transactions by or with any Borrower Entity are not and will not be subject to state statutes applicable to any Borrower Entity regulating investments of fiduciaries with respect to any Similar Law Plan.

(i) Neither any Borrower Entity nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Benefit Plan subject to Section 4064(a) of ERISA to which it made contributions, which would reasonably be expected to have, either singly or in the aggregate, a Material Adverse Effect.

(j) Neither any Borrower Entity nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have, either singly or in the aggregate, a Material Adverse Effect.

Section 6.28 Sanctions and Anti-Money Laundering Laws.

(a) Each Borrower Entity and its directors, officers, employees and, to the Borrower’s Knowledge, agents, are, and for the last five (5) years have been, in compliance with all applicable Sanctions.

(b) No Borrower Entity nor any of its Affiliates, members, directors, officers, employees or, to the Borrower’s Knowledge, agents, is a Prohibited Person or a Debarred Person.

(c) None of the Collateral is owned, traded or used, directly or, to the Borrower’s Knowledge, indirectly, by a Prohibited Person or is located or organized in a Prohibited Jurisdiction.

(d) Each Borrower Entity and its directors, officers and, to the Borrower’s Knowledge, employees and agents, are, and for the last five (5) years have been, in compliance with all applicable Anti-Money Laundering Laws.

(e) [Redacted — seriously prejudicial]

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

Section 6.29 Cargo Preference Act. Each of the Borrower and the Subsidiary Guarantor is in compliance with the Cargo Preference Act of 1954, as amended, and all related implementing regulations with respect to all equipment, materials and commodities procured, contracted or obtained in connection with the Project, or has entered into an agreement with the United States Maritime Administration with respect to such compliance.

Section 6.30 Lobbying Restriction. The Borrower is in compliance with all requirements of 31 U.S.C. § 1352, as amended, including the requirement that no proceeds of the Advances be expended by the Borrower or any of its Affiliates to pay any Person for influencing or attempting to influence an officer or employee of any federal agency, a member of the U.S. Congress, an officer or employee of the U.S. Congress, or an employee of a member of Congress in connection with the making of the Loan or any other action described in 31 U.S.C. § 1352(a)(2).


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Section 6.31 Federal Funding. Except for the DPA Grant, no application has been delivered by the Borrower or the Subsidiary Guarantor to, and no application is pending review or approval by, any Governmental Authority for allocation of Federal Funding to the Project.

Section 6.32 No Federal Debt Delinquency. No Borrower Entity has:

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

(b) any Indebtedness (other than a debt under the Code) owed to the United States or any Governmental Authority thereof that is in delinquent status, as the term “delinquent status” is defined in 31 C.F.R. 285.13(d), including any Tax liabilities (other than those Tax liabilities contested in accordance with the Permitted Contest Conditions), except to the extent such delinquency has been resolved with the appropriate Governmental Authority in accordance with Applicable Law.

Section 6.33 No Tax-Exempt Indebtedness. Neither the Loan nor the Reimbursement Obligations finance, either directly or indirectly, tax-exempt debt obligations, consistent with the requirements of Section 149(b) of the Code.

Section 6.34 Sufficient Funds. The remaining Loan Commitment Amount, the remaining Equity Funding Commitment, and, with respect to any date on which this representation is made which is an Advance Date, the amount of the requested Advance are, collectively, sufficient to pay all remaining Pre-Completion Costs (including any reasonably expected Cost Overruns) in accordance with the then-applicable Construction Budget and Integrated Project Schedule [Redacted — seriously prejudicial].

Section 6.35 Use of Proceeds. The Borrower has used the proceeds of each Advance in accordance with Section 2.04(d) (Disbursement of Proceeds) and the other terms and conditions of all applicable Financing Documents.

Section 6.36 No Immunity. No Borrower Entity nor any of its assets is entitled to immunity in any jurisdiction in which judicial proceedings may at any time be commenced with respect to this Agreement or any other Transaction Document.

Section 6.37 No Fraudulent Intent. Neither the execution and delivery of this Agreement or any of the other Transaction Documents nor the performance of any actions required hereunder or thereunder is being undertaken by the Borrower or the Subsidiary Guarantor with or as a result of any actual intent by such Borrower Entity to hinder, delay or defraud any entity to which such Borrower Entity is now or will hereafter become indebted.

Section 6.38 Disclosure.

(a) The statements and information contained in the Financing Documents, taken together with all documents, reports or other written information pertaining to the Project that have been furnished by or on behalf of any Borrower Entity to DOE or any Secured Party Advisor from time to time, are true and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not materially misleading at the time they were made.


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(b) To the Borrower’s Knowledge, there are no facts, documents or agreements that have not been disclosed to DOE in writing that could reasonably be expected to be material to DOE’s decision to enter into this Agreement or the transactions contemplated hereby or to authorize any Advance or that could otherwise reasonably be expected to materially and adversely alter or affect the Project.

Section 6.39 Insurance. From and after the Execution Date, all Required Insurance is in full force and effect.

Section 6.40 Information Technology; Cyber Security.

(a) The information technology (including data communications systems, equipment and devices) used in the business of the Borrower and the Subsidiary Guarantor (“IT Systems”) operate and perform in all material respects as necessary: (i) for the development, design, engineering, procurement, construction, starting up, commissioning, ownership, operation or maintenance of the Project, as applicable at the relevant time; (ii) to complete the activities designated to achieve Substantial Completion and Project Completion; and (iii) to exercise each of the Borrower’s and the Subsidiary Guarantor’s rights and perform its obligations under the Major Project Documents, as applicable at the relevant time.

(b) The Borrower has implemented and maintains, and has caused each other Borrower Entity and obligated each Major Project Participant (as applicable) to implement and maintain in connection with the Project, commercially reasonable Trade Secret protection practices and privacy, information security, cyber security, disaster recovery, business continuity, data backup and incident response plans, policies and procedures, in each case, consistent with industry standards (including administrative, technical and physical safeguards) designed to protect: (i) Sensitive Information from any unauthorized, accidental, or unlawful Processing, use or loss; (ii) each IT System from any unauthorized or unlawful access, acquisition, use, control, disruption, destruction, or modification; and (iii) the integrity, security and availability of the Sensitive Information and IT Systems.

(c) In the past five (5) years, neither the Borrower or the Subsidiary Guarantor, nor to the Borrower’s Knowledge, any Person that Processes Sensitive Information on behalf of the Borrower or the Subsidiary Guarantor, has suffered any data breaches or other incidents that have resulted in (i) any unauthorized Processing of any Sensitive Information; or (ii) any unauthorized access to or acquisition, use, control or disruption of or any corruption of any of the IT Systems owned or controlled by the Borrower or the Subsidiary Guarantor in any material respect.

(d) Each the Borrower and the Subsidiary Guarantor is and, during the past five (5) years, has been, in material compliance with (i) all applicable Data Protection Laws; and (ii) all contractual obligations, and all privacy notices and policies, binding on the Borrower or the Subsidiary Guarantor and related to the Processing of Personal Information.

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

Section 6.41 PUHCA. The Borrower and each other Borrower Entity (other than the Sponsor) (a) is not subject to, or is exempt from, regulation as a “holding company” under PUHCA in accordance with 18 C.F.R. § 366.3; or (b) has notified FERC of its status as a “holding company” under 18 C.F.R. § 366.4 or is an “associate company” under 18 C.F.R. § 366.1, and is in material compliance with all relevant requirements of PUHCA, the FPA, and FERC’s regulations. In addition, the Borrower and each other


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Borrower Entity (other than the Sponsor) either is (i) not subject to, or is exempt from, rate, financial, and/or organizational regulation as a “public utility, “ “public service company, “ an “electric company, “ or similar entity under the laws of any State or territory of the United States in which the Project is located (provided, that the Borrower and each other Borrower Entity is, or may be, subject to regulation of contracting or marketing by a public utility commission) or (ii) subject to such rate, financial and/or organizational regulation and compliant in all material respects with the laws of the relevant State or territory of the United States and the regulations of the PUCN.

Section 6.42 Certain Events.

(a) No Default, Event of Default or Event of Loss has occurred and is continuing.

(b) No (i) material breach or default has occurred and is continuing under any [Redacted — seriously prejudicial] or Major Project Document and (ii) no breach or default has occurred and is continuing under any other Project Document that could reasonably be expected to result in a Material Adverse Effect.

Section 6.43 No Material Adverse Effect. No event (including any legal, arbitral or other dispute review proceeding or any change in law) has occurred and is continuing that has had or could reasonably be expected to have or result in a Material Adverse Effect.

Section 6.44 No Knowledge of Adverse Site Conditions. As of the date hereof, to the Borrower’s Knowledge there are not any site conditions at the TLT that could result in increased costs or time delays under the IH Terminal Service Agreement.

ARTICLE VII

AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, until the Release Date:

Section 7.01 Maintenance of Existence; Property; Etc.

(a) The Borrower shall, and shall cause the Subsidiary Guarantor to, preserve and maintain (i) its legal existence; and (ii) all of its licenses, rights, privileges and franchises, in each case, that are material to the conduct of its business and the Project.

(b) The Borrower shall, and shall cause the Subsidiary Guarantor to, keep (or cause to be kept) all its Properties and IT Systems in good working order and condition to the extent necessary to ensure that its business can be conducted properly and continuously and in material compliance with all Applicable Laws, [Redacted — seriously prejudicial] and its Organizational Documents at all times.

(c) The Borrower shall maintain the Project Mining Claims, and shall cause the Subsidiary Guarantor to maintain the KVP Mining Claims, in each case, in good standing in material compliance with all Applicable Laws, including payment of all fees and assessments corresponding to the Project Mining Claims and the KVP Mining Claims, which, in the case of the Project Mining Claims, the Borrower shall, and, in the case of the KVP Mining Claims, shall cause the Subsidiary Guarantor to, pay in full at least thirty (30) days prior to any deadlines and make all filings or recordings required under Applicable Laws. The Borrower shall, and shall cause the Subsidiary Guarantor to, notify DOE promptly upon making any payments corresponding to such fees and assessments relating to the Project Mining Claims and KVP Mining Claims, respectively, and any filings or recordings relating to the Project Mining Claims and KVP Mining Claims, respectively, and provide to DOE evidence of the fees and assessments paid and a copy of


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the reports filed and recorded. The Borrower shall, and shall cause the Subsidiary Guarantor to, also keep in good order the data related to the Project Mining Claims and KVP Mining Claims, respectively. Such data shall include surveys, maps, plans, specifications, drill core samples, assays, books, records, studies, assessments, models, interpretations and copies of drill logs, reports or other information of any kind and in any format (including in electronic format) relating to the Project Mining Claims and the KVP Mining Claims.

(d) Except as otherwise permitted hereunder, the Borrower shall, and shall cause the Subsidiary Guarantor to, preserve and maintain good and marketable title to or leasehold interest in or unpatented mining claim rights or other rights to the Collateral and such water rights and other rights to use the Project Site as are necessary to construct, operate and maintain the Project in accordance with the requirements of the Financing Documents, the Major Project Documents and the Integrated Project Schedule, and shall, at its own expense, take all actions to ensure that it has sufficient title and rights to the Project Site as are necessary for the development, construction, operation and maintenance of the Project as contemplated by such Transaction Documents.

Section 7.02 Intellectual Property.

(a) Maintenance of Project IP. The Borrower shall, and shall cause the Subsidiary Guarantor to, at all times: (i) acquire and maintain ownership of all Project IP then required; or (ii) obtain and maintain its licenses or rights, including with sufficient scope, to use all Intellectual Property owned by any other Person necessary: (A) for the Project and to achieve Substantial Completion and Project Completion, and (B) to exercise its rights and perform its obligations under the Major Project Documents, in each case, as applicable at the relevant time.

(b) Protection of Project IP. The Borrower shall, and shall cause the Subsidiary Guarantor to, take all commercially reasonable steps to: (i) protect, enforce, preserve and maintain its rights, title or interests in and to the Project IP, including maintaining and pursuing any application, registration or issuance for Project IP owned by the Borrower or the Subsidiary Guarantor, which the Borrower, in its reasonable business judgment, believes should be maintained and pursued; (ii) protect the secrecy and confidentiality of all the Borrower’s and the Subsidiary Guarantor’s Trade Secrets included in the Project IP, or with respect to which the Borrower or the Subsidiary Guarantor, has any confidentiality obligation; and (iii) comply in all material respects with the terms and conditions of the Project IP Agreements. If (A) any Project IP owned by the Borrower or the Subsidiary Guarantor or licensed under any Project IP Agreement to, the Borrower or the Subsidiary Guarantor becomes, as applicable, (1) abandoned, lapsed, dedicated to the public or placed in the public domain, (2) invalid or unenforceable, or (3) subject to any adverse action or proceeding before any intellectual property office or registrar; and (B) the foregoing, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, then, after the Borrower obtains Knowledge thereof, the Borrower shall notify DOE thereof in accordance with Section 8.03(g) (Notices).

(c) Continued Security Interest in Project IP. The Borrower shall, and shall cause the Subsidiary Guarantor to, promptly upon the reasonable request of DOE, execute (or procure the execution of) and deliver to DOE any document and take all actions necessary to acknowledge, confirm, register, record or perfect DOE’s security interest in any part of the Project IP (including the filing of the IP Security Agreement with the United States Patent and Trademark Office, the United States Copyright Office, or the corresponding entities in any applicable jurisdiction), whether such interest is now owned or hereafter acquired (whether by application, registration, purchase or otherwise); provided that no security interest shall be granted in United States intent-to-use trademark or service mark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark or service mark applications under applicable United States


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federal law; provided, however, that after such period the Borrower and the Subsidiary Guarantor each acknowledge that such interest in such trademark or service mark applications shall be subject to a security interest in favor of the Secured Parties and shall be included in the Collateral.

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

(e) [Redacted — seriously prejudicial]

(f) License Grant. The Borrower hereby grants, and shall cause each applicable Borrower Entity and each licensor of Project IP under a Project IP Agreement to grant or otherwise permit to grant to the Secured Parties a Secured Parties’ License.

(g) Source Code Escrow. With respect to any and all Project Source Code, the Borrower shall, and shall cause each applicable Borrower Entity to, at the Borrower’s cost and expense:

(i) upon acquisition (including the development) of any Project Source Code and upon execution of any Project IP Agreement containing Source Code, enter into a Source Code escrow agreement for the benefit of the Secured Parties with the Collateral Agent and DOE containing:

(A) terms and conditions (including release conditions, such conditions to include an unwillingness or inability to support or maintain the Software) that are usual and customary for Source Code escrow arrangements satisfactory to DOE;

(B) the grant to the Secured Parties by the relevant Borrower Entity or the third party that licenses Source Code to the Borrower, as applicable (effective as of the relevant date and enforceable following the occurrence of any release condition specified in the Source Code escrow agreement), of an irrevocable, perpetual, non-exclusive, transferable, sublicensable, fully paid-up and royalty-free right and license to Practice, compile and execute all Source Code and other materials placed into escrow pursuant to Section 7.02(g)(ii) below, solely for purposes of developing, designing, engineering, procuring, constructing, starting up, commissioning, operating and maintaining the Project and achieving Project Completion; and

(ii) promptly deposit in escrow: (A) a complete, reproducible copy of all Project Source Code that is relevant to Substantial Completion or Project Completion, as applicable; and (B) all revisions, modifications and enhancements to such Project Source Code (including updates, upgrades and corrections thereto, and derivative works thereof) as such revisions, modifications or enhancements are used in or otherwise made available to the Project, in each case, have been deposited in escrow, together with all such documentation or materials as are reasonably required to exercise the rights granted in Section 7.02(g)(i)(B) above, and evidence that all related costs and expenses shall be borne by the Borrower or other applicable Borrower Entity.

(h) Project IP Agreement Terms. The Borrower shall, and shall cause the Subsidiary Guarantor to, ensure that each license agreement that constitutes a Project IP Agreement grants to the


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Borrower, (i) a direct, and transferable or sublicensable license or (ii) an irrevocable, perpetual, and transferable or sublicensable sublicense, to Project IP which is owned by any other Borrower Entity or which is either critical to (or otherwise inextricably embedded in) the Project or not readily replaceable; provided that with respect to Borrower Entity-owned Project IP, each license and sublicense is fully paid-up and royalty-free for the Borrower and the Subsidiary Guarantor.

Section 7.03 Insurance.

(a) The Borrower shall, and shall cause the Subsidiary Guarantor to, obtain, maintain and comply with (or cause to be obtained, maintained and complied with) the Required Insurance at all times and in all respects, and shall keep its present and future properties insured as required by, and in accordance with the requirements of Schedule 7.03 (Insurance).

(b) The Borrower shall, and shall cause the Subsidiary Guarantor to, pursue any contractual remedies to cause other Persons required to provide Required Insurance, including any Major Project Participant, to obtain and maintain such Required Insurance and as otherwise required in the respective Major Project Documents or shall otherwise obtain such Required Insurance on behalf of such other Person.

Section 7.04 Event of Loss.

(a) If any Event of Loss shall occur with respect to the Project or any part thereof, the Borrower shall promptly, and in any event within five (5) Business Days, deliver notice thereof to DOE and shall, and shall cause the Subsidiary Guarantor to:

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

(ii) compromise or settle any claim with respect to any Event of Loss involving an amount in excess of [Redacted — commercially sensitive information] (such Event of Loss, a “Threshold Event of Loss”) per claim only upon prior written consent of DOE; and

(iii) pay or apply the Net Amount of all Loss Proceeds received by the Borrower or the Subsidiary Guarantor in respect of such event in accordance with this Section 7.04 (Event of Loss), including, to the extent required in this Section 7.04 (Event of Loss), for prepayments in accordance with Section 3.05(c)(i)(B) (Mandatory Prepayments).

(b) Upon the occurrence of any Event of Loss, Loss Proceeds shall be promptly deposited into the Loss Proceeds Account. The Borrower shall, in advance, direct the relevant insurers, reinsurers and Governmental Authorities, as applicable, to pay Loss Proceeds directly to the Collateral Agent as loss payee, for deposit into the Loss Proceeds Account (and subject to the use of such proceeds by the Borrower in accordance with this Section 7.04 (Event of Loss)). If Loss Proceeds are paid to the Borrower or the Subsidiary Guarantor, such Loss Proceeds shall be received in trust, for the benefit of the Collateral Agent, shall be segregated from other funds of the Borrower and the Subsidiary Guarantor, and shall be forthwith paid over to the Collateral Agent in the same form as received (with any necessary endorsement) for deposit to the Loss Proceeds Account.

(c) Upon the occurrence of any Event of Loss, the Borrower shall, and shall cause the Subsidiary Guarantor to, promptly Restore the Affected Property and cause all Loss Proceeds associated with such loss to be applied to the payment of the costs of Restoration of the portion of the Project lost or damaged if and to the extent required in clauses (d), (e) or (f), as applicable, of this Section 7.04 (Event of Loss) or, with the prior written consent of DOE, reimburse the Borrower or Sponsor, as applicable, for any cost of Restoration paid using Equity Contributions made prior to the receipt of such Loss Proceeds;


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provided that, in each case, DOE shall have received a notice within five (5) Business Days in the event Borrower intends to Restore the Affected Property and an Officer’s Certificate of the Borrower within forty-five (45) days from the occurrence of any Event of Loss (i) with a summary of the relevant Event of Loss; (ii) attaching a Restoration Plan in respect of such Event of Loss, and (iii) certifying that the Net Amount of such Loss Proceeds shall be used by the Borrower exclusively to Restore such Affected Property within one hundred eighty (180) days following the receipt of the Loss Proceeds in respect thereof; provided that, if the Borrower delivers an Officer’s Certificate of the Borrower not sooner than forty-five (45) days and not later than thirty (30) days prior to the end of such period certifying that it is proceeding with diligence and in good faith in implementing such Restoration Plan, then, with the prior written consent of DOE, such one hundred eighty (180) day period shall be extended to such date, not to exceed a total of three hundred and sixty (360) days, as shall be necessary for the Borrower diligently to finalize such Restoration Plan.

(d) With respect to the Net Amount of any Loss Proceeds from an Event of Loss not constituting a Threshold Event of Loss, the Borrower shall apply such Net Amount within one hundred eighty (180) days following the receipt of the Loss Proceeds in respect thereof toward the Restoration of the Affected Property, or, with the prior written consent of DOE, reimburse the Borrower or the Sponsor, as applicable for any cost of Restoration paid using Equity Contributions made prior to the receipt of such Loss Proceeds; provided that, if the Borrower is proceeding with diligence and in good faith in implementing such Restoration Plan, then such one hundred eighty (180) day period shall be extended to such date, not to exceed a total of three hundred and sixty (360) days, as shall be necessary for the Borrower diligently to finalize such Restoration Plan; provided further that to the extent that the failure to use a portion of such Net Amount toward Restoration of the Affected Property would not reasonably be expected to (i) reduce the annualized production capacity of the Project; (ii) reduce Operating Revenues; or (iii) increase Operating Costs, and DOE has received an Officer’s Certificate of the Borrower attaching evidence, in form and substance satisfactory to DOE, of the foregoing, such portion of such Net Amount may be transferred to the Revenue Account on the next Payment Date for application in accordance with the Accounts Agreement.

(e) With respect to the Net Amount of any Loss Proceeds from an Event of Loss constituting a Threshold Event of Loss, the Borrower shall, and shall cause the Subsidiary Guarantor to, undertake the Restoration of the Affected Property, and apply the Net Amount on deposit in the Loss Proceeds Account (or, with the prior written consent of DOE, reimburse the Borrower or the Sponsor, as applicable for any cost of repairs or remediation prior to the receipt of such Loss Proceeds paid using Equity Contributions) to pay the costs of such Restoration in accordance with a Restoration Plan if, and only if, DOE determines, after consultation with the Independent Engineer, that:

(i) such Restoration Plan is technically and economically feasible; and

(ii) the Borrower is in compliance with such Restoration Plan and such other conditions and requirements as DOE shall consider appropriate under the circumstances.

If DOE notifies the Borrower in writing that it does not so approve of the Restoration Plan pursuant to which the Borrower intends to apply such Loss Proceeds, DOE may in its discretion grant the Borrower a further opportunity to resubmit the Restoration Plan for DOE’s review (in consultation with the Independent Engineer) or, if such further opportunity is not provided, the Borrower shall otherwise promptly deliver a Prepayment Election Notice with respect to the relevant Loss Proceeds in accordance with Section 3.05(c) (Mandatory Prepayments) and shall apply such Loss Proceeds to a mandatory prepayment in accordance therewith.

(f) In respect of any Event of Loss that (i) does not constitute a Threshold Event of Loss; or (ii) constitutes a Threshold Event of Loss for which DOE has consented to a Restoration Plan in accordance with Section 7.04(e) (Event of Loss) above, the Borrower shall, on the tenth (10^th) Business Day of each month until such Restoration has been completed and the contractors performing such Restoration have been paid in full, deliver to the Collateral Agent and DOE the following:

(i) a detailed summary of the Restoration performed in connection with any such Restoration Plan during the preceding month and the itemized expenses that are then due and payable, together with copies of all invoices, conditional (upon payment only) Lien waivers from the contractors performing such Restoration, a comparison of funds spent compared to budget, an update of restoration work completed to schedule and other information and documents reasonably requested by DOE with respect to such Restoration Plan; and


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(ii) a proposed Funds Withdrawal/Transfer Certificate requesting the Collateral Agent to disburse to the contractors performing such Restoration amounts constituting Loss Proceeds on deposit in the Loss Proceeds Account in the respective amounts then due and payable to such contractors.

(g) Upon the occurrence of any of the following: (i) any Restoration is completed (as validated in writing by the Independent Engineer), (ii) Restoration is not undertaken in accordance with a Restoration Plan pursuant to this Section 7.04 (Event of Loss) and the Borrower has not delivered a Prepayment Election Notice in accordance with clause (e) above and Section 3.05(c) (Mandatory Prepayments), (iii) the Restoration in connection with any Event of Loss that does not constitute a Threshold Event of Loss is not completed within one hundred eighty (180) days after the receipt of the Loss Proceeds in respect thereof or such other period agreed in writing by DOE, DOE shall be entitled to instruct the Collateral Agent to apply any amounts constituting Loss Proceeds on deposit in the Loss Proceeds Account to the prepayment of the Advances on the second (2^nd) Business Day following receipt of such instructions, in accordance with Section 3.05(c) (Mandatory Prepayments), except to the extent such proceeds may be deposited into the Revenue Account pursuant to Section 7.04(d) (Event of Loss); provided that, if the Borrower is proceeding with diligence and in good faith in implementing such Restoration Plan, then such one hundred eighty (180) day period shall be extended to such date, not to exceed a total of three hundred and sixty (360) days, as shall be necessary for the Borrower diligently to finalize such Restoration Plan.

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

(a) The Borrower shall, and shall cause the Subsidiary Guarantor to, execute and deliver, from time to time, as reasonably requested by DOE or the Collateral Agent at the Borrower’s expense, such other documents as shall be necessary or advisable or that DOE and the Collateral Agent may reasonably request in connection with the rights and remedies of DOE and the Collateral Agent granted or provided for by the Transaction Documents and to consummate the transactions contemplated therein.

(b) The Borrower shall, and shall cause the Subsidiary Guarantor to, at its own expense, take all actions that have been or shall be requested by DOE or the Collateral Agent to establish, maintain, protect, perfect and continue the perfection of the First Priority (subject to Permitted Liens) security interests of the Secured Parties created by the Security Documents in all Collateral and shall furnish timely notice of the necessity of any such action, together with such instruments, in execution form, and such other information as may be required or reasonably requested to enable any appropriate Secured Party to effect any such action.

Section 7.06 Diligent Construction of Project; [Redacted — seriously prejudicial].

(a) The Borrower shall construct and complete, or cause to be constructed and completed, the Project diligently in accordance in all material respects with the Major Project Documents, [Redacted — seriously prejudicial], the Integrated Project Schedule and the then-current Construction Budget.


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(b) [Redacted — seriously prejudicial]

Section 7.07 Contractual Remedies.

(a) The Borrower shall, and shall cause the Subsidiary Guarantor to, diligently pursue all contractual remedies available to it to cause each Major Project Participant to comply with and conduct its property, business and operations in compliance in all material respects with the terms of the applicable Major Project Contract; and

(b) [Redacted — seriously prejudicial]

Section 7.08 Taxes, Duties, Expenses and Liabilities.

(a) The Borrower shall, and shall cause the Subsidiary Guarantor to, pay or cause to be paid on or before the date payment is due: (i) all Taxes (including stamp taxes), Secured Party Expenses, or other fees payable on or in connection with the execution, issue, delivery, registration, or notarization, or for the legality, validity, or enforceability, of the Transaction Documents (other than those Taxes that it is contesting in accordance with the Permitted Contest Conditions and Taxes imposed with respect to an assignment by FFB); [Redacted — seriously prejudicial] ; and (ii) all claims, levies or liabilities (including claims for labor, services, materials and supplies) for sums that have become due and payable and that have or, if unpaid, could reasonably be expected to become a Lien (other than a Permitted Lien) upon the property of the Borrower or the Subsidiary Guarantor (or any part thereof).

(b) The Borrower shall, and shall cause the Subsidiary Guarantor to, file all material tax returns required by Applicable Law to be filed by it (subject to applicable extensions) and shall pay or cause to be paid on or before the date payment is due (i) all income Taxes that are shown to have become due pursuant to such tax returns; and (ii) all other material taxes and assessments required to be paid by it (other than those Taxes that it contests in accordance with the Permitted Contest Conditions).

(d) The Borrower acknowledges and agrees, and shall cause each of the Subsidiary Guarantor, the Sponsor and the Direct Parent to acknowledge and agree, that DOE’s execution and delivery of this Agreement, including the determination by DOE as to whether Project Costs are Eligible Project Costs, (i) does not prejudice or otherwise have any binding effect with regard to any determination by the Internal Revenue Service, the U.S. Department of the Treasury, or a court of law as to the tax basis of the Project or any part thereof under the Code and (ii) does not constitute a determination regarding, and is unrelated to whether such Person or the Project has complied or will comply with, Federal tax law. The Borrower acknowledges and agrees, and shall cause the Subsidiary Guarantor, the Sponsor and the Direct Parent to agree, that such Person shall not use the DOE’s execution and delivery of this Agreement, or documents generated by the DOE during its consideration of the Application, to demonstrate or prove it complied with the requirements to claim a tax credit or other amount under the Internal Revenue Code in an administrative or judicial proceeding.

Section 7.09 Performance of Obligations.

(a) The Borrower shall, and shall cause the Subsidiary Guarantor to, perform and observe all (i) [Redacted — seriously prejudicial] and (ii) of its covenants and obligations in any Project Document that is not a Major Project Document, to the extent that the failure to do so could reasonably be expected to have Material Adverse Effect.


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(b) The Borrower shall, and shall cause the Subsidiary Guarantor to, take all commercially reasonable and necessary action to prevent the termination, suspension, cancellation or major modification of any Financing Document, [Redacted — seriously prejudicial] or any Project Document (except with respect to any Project Document that is not a Major Project Document, to the extent that the failure to do so could not reasonably be expected to have Material Adverse Effect), except for (i) the expiration of any Financing Document, [Redacted — seriously prejudicial] or any Project Document in accordance with its terms and not as a result of a breach or default thereunder; and (ii) the termination or cancellation of any Project Document that the Borrower replaces as permitted herein.

Section 7.10 Use of Proceeds. The Borrower shall, and shall cause the Subsidiary Guarantor to, use the proceeds of each Advance in accordance with Section 2.04(d) (Disbursement of Proceeds) and the other terms and conditions of the Financing Documents and not in contravention of any Applicable Law, Transaction Document or [Redacted — seriously prejudicial]. Neither DOE nor FFB shall have any responsibility as to the use of any proceeds of any Advance.

Section 7.11 Books, Records and Inspections.

(a) The Borrower shall, and shall cause the Subsidiary Guarantor to:

(i) keep proper records and books of account in which full, true and correct entries in accordance with the Designated Standard and all Applicable Laws are made in respect of all dealing and transactions relating to the business and activities of such Borrower Entity;

(ii) maintain adequate internal controls, reporting systems, IT Systems and cost control systems that are designed to ensure that such Borrower Entity satisfies its obligations under the Financing Documents and:

(A) for overseeing the financial operations of such Borrower Entity, including its cash management, accounting and financial reporting;

(B) [Redacted — seriously prejudicial];

(D) for maintaining such records as are necessary to facilitate an effective and accurate audit and performance evaluation of the Project as required by the Program Requirements; and

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

(iii) record, store, maintain, and operate its records, systems, controls, data and information using means (including any electronic, mechanical or photographic process, whether computerized or not) that are under its exclusive ownership and direct control (including all means of access thereto and therefrom).

(b) The Borrower shall, and shall cause the Subsidiary Guarantor to:

(i) consult and cooperate with the Secured Parties and the Secured Party Advisors regarding the Project upon DOE’s reasonable request;

(ii) upon reasonable notice and at reasonable times during normal business hours, and in all cases subject to compliance with all applicable Project Site safety requirements and policies,


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provide to officers and designated representatives of the Secured Parties, any agent of any of the foregoing, the Comptroller General and the Secured Party Advisors (A) access to any pertinent books, documents, papers and records of the Borrower and the Subsidiary Guarantor for the purpose of audit, examination, inspection and monitoring, to examine and discuss the affairs, finances and accounts of the Borrower and the Subsidiary Guarantor with the representatives of the Borrower and the Subsidiary Guarantor, (B) such access rights as required by the Program Requirements, including access to the Project Site and ancillary facilities (and allowing the officers and designated representatives of the Secured Parties and the Comptroller General to discuss the Borrower’s and the Subsidiary Guarantor’s affairs, finances and accounts with the Borrower’s and the Subsidiary Guarantor’s respective officers) for the purpose of monitoring the performance of the Project and (C) such other access rights to visit and inspect the Project and any other facilities and properties of the Borrower or the Subsidiary Guarantor;

(iii) afford proper facilities for the inspections described in clause (ii) above, and make copies (at the Borrower’s expense) of any records that are subject to such inspections; and

(iv) subject to the Borrower’s protection of confidential information and Trade Secrets described in Section 7.02(b) (Protection of Project IP), make available all information related to the Project, including all patents, technology and proprietary rights owned or controlled by, or licensed to, the Borrower or the Subsidiary Guarantor and utilized in the development, design, engineering, procurement, construction, starting-up, commissioning, operation or maintenance of the Project, as may be reasonably necessary in order to determine the technical progress, soundness of financial condition, management stability, compliance with Environmental Law, adequacy of health and safety conditions and all other matters with respect to the Project.

(i) [Redacted — seriously prejudicial]

(d) The Borrower shall disclose in writing to its outside auditors and audit committee and shall promptly, but in any event no later than five (5) Business Days, provide copies thereof to DOE of:

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

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

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

Section 7.12 Compliance with Applicable Law.

(a) The Borrower shall, and shall cause the Subsidiary Guarantor to, comply with, and conduct its business, operations, assets, equipment, property, leaseholds, and other facilities (including the Project), subject to clause (b) below, in all material respects in compliance with all Environmental Laws, [Redacted — seriously prejudicial] and all other Applicable Laws (including securities laws (including Rule S-K 1300 of the SEC)).


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(b) The Borrower shall, and shall cause the Subsidiary Guarantor to, comply with all applicable requirements of all Anti-Corruption Laws, Anti-Money Laundering Laws and all Sanctions, and maintain proper operating and credit policies and procedures (including, “know your customer” and anti-money laundering policies) to ensure, inter alia, proper credit, risk and conflicts of interest management in connection therewith.

Section 7.13 Compliance with Program Requirements. The Borrower shall, and shall cause the Subsidiary Guarantor to, comply with all Program Requirements in connection with the Project.

Section 7.14 Accounts; Cash Deposits.

(a) The Borrower shall maintain, or cause to be maintained, in full force and effect each of the Project Accounts and the Company Accounts and amounts on deposit therein in accordance with the terms of the Accounts Agreement and relevant Financing Documents.

(b) The Borrower shall, and shall cause the Subsidiary Guarantor to, instruct each Person remitting cash to or for the account of the Borrower to deposit such cash in accordance with the terms of the Accounts Agreement.

(c) The Borrower shall, and shall cause the Subsidiary Guarantor to, remit any amounts received by it or received by third parties on its behalf to the Collateral Agent for deposit in accordance with the terms of the Accounts Agreement.

Section 7.15 [Redacted — seriously prejudicial]

Section 7.16 Reclamation Bond. The Borrower shall maintain each reclamation bond required under Nevada law in respect of the Mine at all times in accordance with Applicable Law and shall, and shall cause the Subsidiary Guarantor to, comply with all other reclamation obligations under Applicable Law.

Section 7.17 Know Your Customer Information. The Borrower shall, and shall cause the Subsidiary Guarantor to, provide DOE, the Collateral Agent and the Depositary Bank any information reasonably requested by DOE, the Collateral Agent or the Depositary Bank under or in connection with International Compliance Directives and Anti-Money Laundering Laws, including in connection with entry into any Additional Major Project Documents or other Project Documents after the Execution Date.

Section 7.18 Davis-Bacon Act.

(a) The Borrower shall, and shall cause the Subsidiary Guarantor to, comply (and shall ensure that each DBA Contract Party complies) with the Davis-Bacon Act Requirements.

(b) The Borrower shall maintain an Electronic Certified Payroll System accessible to DOE and the Borrower shall systematically review the certified weekly payroll records that the Borrower maintains for its own laborers and mechanics and those that it receives for the laborers and mechanics of any Borrower Entity and DBA Contract Party.

(c) The Borrower shall designate and identify to DOE a point of contact who will be responsible for ensuring compliance with the Davis-Bacon Act Requirements. This person will provide to DOE any information reasonably requested in support of DOE’s Davis-Bacon Act compliance monitoring efforts. The Borrower shall notify DOE in writing regarding a change to this contact person.


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(d) The Borrower shall promptly notify DOE in writing when it receives any complaint related to non-compliance with the Davis-Bacon Act, or discovers in the course of its systematic review of the certified payroll records an incident that the Borrower reasonably believes to be a case of such non-compliance and which, in each case, the Borrower cannot resolve on its own, and shall forward to DOE (i) the complaint or a written summary of the non-compliant incident; (ii) a summary of the Borrower’s investigation into such complaint or such incident; and (iii) the relevant certified payroll records.

(e) Certified payroll records maintained by the Borrower shall be preserved for three (3) years after completion of work. The Borrower shall make such records available to DOE and DOL when necessary, and upon request, for purposes of an investigation or audit of compliance with prevailing wage requirements. Certified payroll records maintained by the Borrower shall be considered federal government records for the purposes of the Freedom of Information Act, 5 U.S.C. § 552. The Borrower shall provide such records to DOE within five (5) Business Days of receipt of any request for such records from DOE.

(f) The Borrower shall use commercially reasonable efforts to cause each DBA Compliance Matter Contractor to cure each applicable DBA Compliance Matter. Such efforts may be suspended while a DBA Compliance Matter Contractor is, in good faith, appealing a DOL determination of non-compliance.

(g) Within ten (10) Business Days after the end of each month prior to the resolution of any DBA Compliance Matter that has been fully cured to the satisfaction of DOL or otherwise finally resolved favorably to the Borrower or DBA Contract Party, the Borrower shall either:

(i) notify DOE of the specific details of each DBA Compliance Matter that has not been so cured or finally resolved, and describe the commercially reasonable efforts that it and the applicable DBA Compliance Matter Contractor have taken to cause the DBA Compliance Matter Contractor to comply with the Davis-Bacon Act Requirements that are the subject of such dispute, or

(ii) notify DOE that the applicable DBA Compliance Matter Contractor has appealed, and is diligently prosecuting such appeal, in good faith DOL’s determination that the DBA Compliance Matter Contractor has failed to comply with the Davis-Bacon Act Requirements giving rise to such DBA Compliance Matter.

Section 7.19 Lobbying Restriction. The Borrower shall, and shall cause the Subsidiary Guarantor to, comply with all requirements of 31 U.S.C. § 1352, as amended, including the requirement that no proceeds of any Advance be expended by the Borrower or any of its Affiliates to pay any Person for influencing or attempting to influence an officer or employee of any federal agency, a member of the U.S. Congress, an officer or employee of the U.S. Congress, or an employee of a member of Congress in connection with the making of the Loan or any other action described in 31 U.S.C. § 1352(a)(2).

Section 7.20 Cargo Preference Act.

(a) The Borrower shall, and shall cause the Subsidiary Guarantor to, comply with the Cargo Preference Act of 1954, as amended, and all related implementing regulations with respect to the Project, unless it has entered into an agreement with the United States Maritime Administration with respect to such compliance, in which case it shall comply with such agreement.

(b) Without limiting the generality of the foregoing, and unless the Borrower has entered into an agreement with the United States Maritime Administration excusing them from the following obligations, the Borrower shall deliver to DOE:

(i) no later than on each Quarterly Reporting Date, evidence that either (A) at least [Redacted — commercially sensitive information] of CPA Goods will be transported from each port of loading to the applicable port of unloading on privately owned U.S.-flag commercial vessels; or (B) privately owned U.S.-flag commercial vessels are not available to transport such amount of CPA Goods; and


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(ii) promptly after delivery of any CPA Goods to the applicable carrier, but not later than the earlier of (A) the date of delivery thereof to the United States Maritime Administration; and (B) (x) in the case of shipments originating outside of the United States, thirty (30) working days (as such term is used in 46 C.F.R. 381.7) or (y) in the case of shipments originating within the United States, twenty (20) days, in each case, following the date of loading any CPA Goods, a legible copy of a rated, ‘on-board’ commercial ocean bill-of-lading in English for each shipment of CPA Goods.

Section 7.21 SAM Registration. The Borrower shall maintain its SAM database registration at all times.

Section 7.22 ERISA.

(a) The Borrower shall, and the Borrower shall cause the Subsidiary Guarantor and each of their respective ERISA Affiliates to, maintain all Employee Benefit Plans that are presently in existence or may, from time to time, come into existence, in material compliance with the terms of any such Employee Benefit Plan, ERISA, the Code and all other Applicable Laws; and

(b) The Borrower shall, and the Borrower shall cause the Subsidiary Guarantor and each of their respective ERISA Affiliates to, make or cause to be made contributions to all Employee Benefit Plans in a timely manner and, with respect to Pension Plans and Multiemployer Plans, in a sufficient amount to comply with the requirements of Sections 302 and 303 of ERISA and Sections 412 and 430 of the Code if failure to do so could reasonably be expected to have a Material Adverse Effect.

Section 7.23 [Redacted — seriously prejudicial]

Section 7.24 Public Announcements. The Borrower shall coordinate with DOE with respect to:

(a) any public announcements by any Borrower Entity in connection with the Loan or the transactions contemplated by this Agreement or any other Financing Document;

(b) any subsequent public announcements by the Borrower in connection with material developments in respect of the Project (including the ground-breaking ceremony, the Mine and/or the Processing Facility going into operation, etc.); and

provided that this covenant shall not apply to advertisements and shall not restrict announcements by the Borrower that:

(i) do not involve the Project or the financing thereof by DOE;

(ii) are required by Applicable Law or national stock exchange rules; or

(iii) are routinely made to Governmental Authorities.


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Section 7.25 Bankruptcy Remoteness. The Borrower shall, and shall cause the Subsidiary Guarantor to, ensure that it remains a bankruptcy-remote, single-purpose entity at all times and shall do all things necessary to maintain its corporate existence separate and apart from any other Borrower Entity.

Section 7.26 Prohibited Persons and Debarred Persons.

(a) If any Principal Person of the Borrower or the Subsidiary Guarantor becomes (whether through a transfer or otherwise) a Prohibited Person or Debarred Person, the Borrower shall remove or replace such Principal Person with a person or entity reasonably acceptable to DOE within thirty (30) days from the date that the Borrower knew or should have known that such Principal Person became a Prohibited Person or Debarred Person.

(b) If any Borrower Entity (other than the Borrower and the Subsidiary Guarantor) or any Major Project Participant or any of their respective Principal Persons becomes (whether through a transfer or otherwise) a Prohibited Person or Debarred Person, within thirty (30) days of obtaining actual knowledge that such Person has become a Prohibited Person or Debarred Person, the Borrower shall engage and continue to engage in good faith discussions with DOE regarding the removal or replacement of such Person or, if such removal or replacement is not reasonably feasible, the implementation of other mitigation measures acceptable to DOE.

(c) The internal management and accounting practices and controls of each Borrower Entity shall at all times be adequate to ensure that each Borrower Entity and each Principal Person thereof (i) does not become a Prohibited Person or Debarred Person; and (ii) complies with all applicable International Compliance Directives.

Section 7.27 International Compliance Directives.

(a) If any Principal Person of the Borrower or the Subsidiary Guarantor fails to comply with any International Compliance Directive, the Borrower shall remove or replace such Principal Person with a person or entity reasonably acceptable to DOE within thirty (30) days from the date that the Borrower knew or should have known of such violation; provided that, in the case where a Principal Person fails to comply with any International Compliance Directive, such removal or replacement by the Borrower pursuant to this Section 7.27(a) (International Compliance Directives) shall occur only to the extent permitted by applicable Sanctions or otherwise authorized by OFAC.

(b) If any Borrower Entity (other than the Borrower and the Subsidiary Guarantor) or any Major Project Participant or any of their respective Principal Persons fails to comply with any applicable International Compliance Directive, the Borrower shall, within thirty (30) days of obtaining actual knowledge that such Person has so failed to comply, engage and continue to engage in good faith discussions with DOE regarding the removal or replacement of such Person or, if such removal or replacement is not reasonably feasible, the implementation of other mitigation measures.

Section 7.28 Operating Plan; Operations.

(a) The Borrower shall, and shall cause the Subsidiary Guarantor to, cause the Project, or such portions of the Project that have begun commercial operations, to operate in all material respects pursuant to the Operating Plan then in effect. The Borrower shall, and shall cause the Subsidiary Guarantor to, conduct the operations of the Project in accordance, in all material respects, with the Financing Documents and the Major Project Documents, the Operating Plan, the Mine Plan, the O&M Budget, Applicable Law, [Redacted — seriously prejudicial], and Prudent Industry Practice.


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(b) The Borrower shall, and shall cause the Subsidiary Guarantor to, own, maintain, repair and replace (or cause to be owned, maintained, repaired and replaced) all equipment, spare parts, and inventory reasonably necessary for the operation and maintenance of the Project in all material respects in accordance with the Financing Documents and the Major Project Documents, the Operating Plan, the Mine Plan, Applicable Law, [Redacted — seriously prejudicial] and Prudent Industry Practice.

(c) The Borrower shall maintain, or cause to be maintained, at the Project Site a complete set of plans and specifications for the Project.

Section 7.29 [Redacted — seriously prejudicial]

Section 7.30 Acceptance and Start-up Testing.

(a) The Borrower shall consult with and provide, or cause to be provided, reasonable notice to DOE and the Independent Engineer regarding provisions related to start-up and testing of the Project and equipment pursuant to the Construction Contracts.

(b) The Borrower shall provide the Independent Engineer with the opportunity to observe the start-up and testing of the Project.

(c) The Borrower shall, promptly, but in any event no later than five (5) Business Days after its receipt thereof, provide DOE and the Independent Engineer with any data or reports received by the Borrower in connection with any of the start-up and testing of the Project.

Section 7.31 PUHCA. The Borrower shall, and shall cause the Subsidiary Guarantor to, ensure that (a) it does not become subject to, or is exempt from, regulation as a “holding company” under PUHCA in accordance with 18 C.F.R. § 366.3; or (b) has notified FERC of its status as a “holding company” under 18 C.F.R. § 366.4 or is an “associate company” under 18 C.F.R. § 366.1, and is in material compliance with all relevant requirements of PUHCA, the FPA, and FERC’s regulations. In addition, the Borrower shall, and shall cause the Subsidiary Guarantor to, ensure that either it is (i) not subject to, or is exempt from, rate, financial, and/or organizational regulation as a “public utility, “ “public service company, “ an “electric company, “ or similar entity under the laws of any State or territory of the United States in which the Project is located (provided, that the Borrower and each other Borrower Entity is, or may be, subject to regulation of contracting or marketing by a public utility commission) or (ii) subject to such rate, financial and/or organizational regulation and compliant in all material respects with the laws of the relevant State or territory of the United States and the regulations of the PUCN.

Section 7.32 Interest Regulation. The Borrower shall remit, or cause to be remitted, to FFB all interest earned on any investment of proceeds of Advances in the Construction Account and any applicable Reserve Account in excess of the interest accrued on such proceeds of Advances pursuant to the FFB Documents.

Section 7.33 [Redacted — seriously prejudicial]

Section 7.34 [Redacted — seriously prejudicial]


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ARTICLE VIII

INFORMATION COVENANTS

The Borrower hereby agrees that until the Release Date:

Section 8.01 Financial Statements. At its own expense, the Borrower shall furnish or cause to be furnished to DOE by an Acceptable Delivery Method (unless otherwise noted), and if requested by FFB or DOE on behalf of FFB, to FFB by email to FFB_Admin@treasury.gov, with a reproduction of the signatures where required, the following items:

(a) Annual Financial Statements. With respect to the Borrower, the Direct Parent and, until the Sponsor Cut-Off Date, the Sponsor, as soon as available, but in any event within ninety (90) days following such Person’s Fiscal Year end:

(i) Financial Statements of such Borrower Entity for such Fiscal Year ((x) in the case of the Borrower and the Sponsor, audited and on a consolidated basis, and (y) in the case of the Direct Parent, unaudited and in summary format);

(ii) each Compliance Certificate required by Section 8.01(c) (Compliance Certificates); and

(iii) [Redacted — seriously prejudicial]

(b) Quarterly Financial Statements. With respect to the Borrower, the Direct Parent and, until the Sponsor Cut-Off Date, the Sponsor, as soon as available, but in any event within (x) in the case of the Borrower and the Direct Parent, sixty (60) days following the end of each fiscal quarter of such Borrower Entity’s Fiscal Year, and (y) in the case of the Sponsor, forty-five (45) days following the end of each of the first three fiscal quarters of the Sponsor’s Fiscal Year and sixty days after the fourth fiscal quarter of the Sponsor’s Fiscal Year:

(i) unaudited Financial Statements of such Borrower Entity for such Fiscal Quarter ((x) in the case of the Borrower and the Sponsor, prepared on a consolidated basis with their respective Subsidiaries and (y) in case of the Direct Parent, prepared in summary format); and

(ii) each Compliance Certificate required by Section 8.01(c) (Compliance Certificates).

(c) Compliance Certificates. Concurrently with any delivery of Financial Statements or other information pursuant to any of Section 8.01(a) (Annual Financial Statements) through (c) (Compliance Certificates), a certificate (a “Compliance Certificate”) of a Financial Officer of the relevant Borrower Entity substantially in the form attached as Exhibit I (Form of Compliance Certificate) hereto, which certificate shall:

(i) certify that no Default or Event of Default has occurred, or, if such certification cannot be made, the nature and period of existence of such Default or Event of Default and what corrective action such Borrower Entity has taken or proposes to take with respect thereto;

(ii) set forth computations in reasonable detail satisfactory to DOE demonstrating whether or not (A) in the case of the Borrower, it is in compliance with [Redacted — seriously prejudicial] and (B) in the case of the Sponsor, it is in compliance with Section 7.01 (Financial Covenants) of the Affiliate Support Agreement; and

(iii) in the case of each Compliance Certificate delivered concurrently with annual Financial Statements pursuant to Section 8.01(a) (Annual Financial Statements):

(A) certify that such Financial Statements fairly present, in all material respects, the financial condition of such Borrower Entity as at the dates indicated and the results of its operations and its cash flows for the periods indicated, in each case in conformity with the Designated Standard applied on a basis consistent with prior years;


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(B) either confirm that there has been no material change in the information set forth in the schedules attached hereto since the date thereof or the date of the most recent certificate delivered pursuant to this Section 8.01 (Financial Statements) or, if such confirmation cannot be made, identify such changes; and

(C) contain a written statement stating any material changes, if any, within the Designated Standard used to prepare the applicable Financial Statements or in the application thereof since the date of the previous certification and describing the effect of any such changes on such Financial Statements accompanying such certificate.

Section 8.02 Reports. At its own expense, the Borrower shall furnish or cause to be furnished to DOE by an Acceptable Delivery Method, and, if requested by FFB or DOE on behalf of FFB, to FFB by email to FFB_Admin@treasury.gov, with a reproduction of the signatures where required, the following items, in each case, in form and substance satisfactory to DOE:

(a) Annual Reports. With respect to each Fiscal Year of the Borrower, [Redacted — seriously prejudicial], an omnibus annual report (the “Omnibus Annual Report”), certified by a Responsible Officer of the Borrower, substantially in the form attached as Exhibit J (Form of Omnibus Annual Report) hereto, setting forth the following and including all material calculations and assumptions used to generate the information provided therein, together with a comparison marked to reflect changes as compared to the contents of the Omnibus Annual Report delivered to DOE for the immediately preceding year:

(i) an updated O&M Budget for the immediately subsequent four (4) Fiscal Quarters prepared and delivered in accordance with, and within the time frames specified in, [Redacted — seriously prejudicial], accompanied by, among other things, a report on the past twelve (12) months of production of the Project, Operating Costs and Capital Expenditures and a forecast of anticipated Capital Expenditures for the immediately subsequent four (4) Fiscal Quarters;

(ii) [Redacted — seriously prejudicial];

(iii) a sales and marketing plan, substantially in the form attached hereto as Exhibit K (Form of Sales and Marketing Plan), together with a report setting out the status of offtake arrangements, including with respect to the matters described in Section 8.03(h) (Notices), each of which will be in form and substance reasonably satisfactory to DOE;

(iv) an updated Mine Plan, substantially in the form attached hereto as Exhibit L (Form of Mine Plan), together with a report setting out changes as compared to the contents of the then-approved Mine Plan, in form and substance reasonably satisfactory to DOE;

(v) an updated asset register listing and describing the net book values of all tangible assets related to the Project and any other asset constituting Collateral, including inventory, plant, property and equipment as derived from the audited Financial Statements of the Borrower; and

(vi) such other information as DOE may reasonably request.

(b) Quarterly Reports. With respect to each fiscal quarter of the Borrower, no later than the date on which the Borrower’s quarterly unaudited Financial Statements are delivered pursuant to Section 8.01(b)


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(Quarterly Financial Statements) (such date, a “Quarterly Reporting Date”), a quarterly certificate (each, a “Quarterly Certificate”) of a Responsible Officer of the Borrower, substantially in the form attached as Exhibit M (Form of Quarterly Certificate) hereto and in form and substance satisfactory to DOE, setting forth the following and including all material calculations and assumptions used to generate the information provided therein:

(i) the financial performance of the Project for the immediately preceding Fiscal Quarter and for the Fiscal Year to date, together with a comparison of:

(A) for any Quarterly Certificate in respect of any Fiscal Quarter beginning prior to the Project Completion Date, Project Costs actually incurred during such Fiscal Quarter against the amounts set forth for such period in the then-applicable Construction Budget and an analysis of the construction cost variances, if any, relating to the Project and the Borrower’s suggested approach and solution to manage any Cost Overruns; and

(B) for any Quarterly Certificate in respect of any Fiscal Quarter beginning on or following the Substantial Completion Date, Operating Costs actually incurred during such Fiscal Quarter against the amounts set forth for such period in the then-applicable O&M Budget and an analysis of cost variances, if any, compared to the then-applicable O&M Budget relating to the Project and the Borrower’s suggested approach and solution to manage any Cost Overruns;

(ii) [Redacted — seriously prejudicial];

(iii) from and after the Substantial Completion Date, a progress report as against the sales and marketing plan delivered under the Omnibus Annual Report;

(iv) with respect to any Quarterly Certificate required to be delivered in respect of any Fiscal Quarter beginning prior to the Project Completion Date:

(A) certification by the Borrower of the achievement of any Project Milestones with respect to the Project during the immediately preceding Fiscal Quarter, together with evidence, satisfactory to DOE, that such Project Milestones have been achieved (unless such information was subject to an Advance Request); it being understood that, in the event that the Borrower anticipates, for whatever reason, the failure to achieve any projected Project Milestones, a description of the reasons for such anticipated failure shall also be disclosed; and

(B) certification that the proceeds of the Advances for such Fiscal Quarter were used to reimburse the Borrower for Eligible Project Costs incurred and paid or were used by the Borrower to pay for such Eligible Project Costs incurred by the Borrower, or, if not yet incurred or paid, are reasonably anticipated to be incurred and paid no later than ninety (90) days after the relevant Advance Date, in each case, as evidenced by (x) invoices or (y) other supporting documentation satisfactory to DOE; and

(v) from and after the Substantial Completion Date, operating reports, in form and substance satisfactory to DOE, regarding the operating performance and maintenance of the Project (including description of operating performance and maintenance of the Project for each monthly period during such Fiscal Quarter and updates to key personnel), governmental and environmental compliance reports.


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(i) (A) no later than ninety (90) days after the end of each Fiscal Year of the Borrower occurring on or prior to the Project Completion Date and (B) on the Project Completion Date, a construction workforce report in the form of Exhibit N (Form of Construction Workforce Report);

(ii) no later than ninety (90) days after the end of each Fiscal Year of the Borrower occurring on or after the Substantial Completion Date, an operations and maintenance workforce report in the form of Exhibit O (Form of Operations and Maintenance Workforce Report); and

(iii) no later than ninety (90) days after the end of each Fiscal Year of the Borrower, a Community Benefits Plan and Justice40 Annual Report in the form of Exhibit P (Form of Community Benefits Plan and Justice40 Annual Report) (each, a “Community Benefits Plan and Justice40 Annual Report”); and

(iv) such other labor and community information as DOE may request.

(d) Monthly Reports. Within twenty (20) Business Days after the end of each month:

(i) from and after the Substantial Completion Date until the Project Completion Date, a monthly report, accompanied by an Officer’s Certificate of the Borrower substantially in the form of Exhibit Q (Form of Monthly Certificate), which report shall include (A) a reconciliation statement (which may be presented via a management ledger) that sets forth any expenditure for any line item in the O&M Budget in excess of such line item and any reallocation from one line item to another in the O&M Budget, and (B) operating reports, in form and substance satisfactory to DOE, regarding the operating performance and maintenance of the Project (including description of operating performance and maintenance of the Project and updates to key personnel);

(ii) prior to the Project Completion Date, a Construction Progress Report, accompanied by an Officer’s Certificate of the Borrower substantially in the form of Exhibit R (Form of Monthly Construction Progress Report), setting forth:

(A) updates to the Integrated Project Schedule, level 2 schedules and key personnel;

(B) a report: (1) summarizing the results of the Sponsor’s equity raise activities for the immediately preceding fiscal quarter; (2) forecasting anticipated equity raises for the next four (4) Fiscal Quarters; and (3) demonstrating contribution of Base Equity Commitments, in each case, applied in accordance with the Construction Budget, the Base Case Financial Model and the Mine Plan; and

(e) Monthly Major Project Document Reports.

(i) On a monthly basis prior to the Project Completion Date, promptly after receipt by the Borrower, copies of monthly updates provided by the Offtaker pursuant to the Offtake Agreement relating to the Commencement of Commercial Production (as defined therein).


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(ii) On a monthly basis, promptly after receipt by the Borrower, monthly performance reports delivered to the Borrower by the Miner pursuant to the Mining Agreement.

(f) [Redacted — seriously prejudicial]

Section 8.03 Notices.

Promptly, but in any event within five (5) Business Days (or such other period as provided for below), after any Borrower Entity obtains Knowledge thereof or information pertaining thereto, the Borrower shall furnish or cause to be furnished to DOE, at the Borrower’s expense, by an Acceptable Delivery Method, and if requested by FFB or DOE on behalf of FFB, to FFB by email to FFB_Admin@treasury.gov, with a reproduction of the signatures where required, written notice of the following items:

(a) any event that constitutes a Default, Event of Default or an Event of Force Majeure, specifying the nature thereof, together with a certificate of a Responsible Officer of the Borrower indicating the steps the Borrower has taken or proposes to take to remedy the same;

(b) the occurrence of any Mandatory Prepayment Event;

(d) [Redacted — seriously prejudicial];

(e) any change to the board of directors or other governing body of any Borrower Entity;

(f) any rejected shipment of or warranty claims for Products from the Processing Facility;

(g) any breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or the Subsidiary Guarantor to the extent that it has had or could reasonably be expected to have a Material Adverse Effect;

(h) upon any election by GM to purchase less than [Redacted — commercially sensitive information] of Product during any year during the Phase One Term (as defined in the Offtake Agreement), (i) within five (5) Business Days thereafter notification of such election and (ii) within thirty (30) days thereafter a written plan for replacement of the corresponding reduction in revenues generated under the Offtake Agreement.

(i) the occurrence of any ERISA Event, except where the occurrence of such ERISA Event could not reasonably be expected to result in a Material Adverse Effect;

(j) any written formal or informal material environmental notices, orders, decisions, directives or determinations submitted by any Governmental Authority to the Borrower, including any violations of Environmental Law identified in writing by such Governmental Authority together with a report setting out remedial action or proposed remedial action taken with respect thereto;

(k) any accident or event related to the Project having a material and adverse impact on the environment or on human health (including any such accident or event resulting in a serious injury or the loss of life, or any discovery of the presence of Hazardous Substances at the Project Site, or Release or threatened Release under, at or through the Project Site required to be reported to any federal, state or local Governmental Authority under any applicable Environmental Law);

(l) [Redacted — seriously prejudicial];


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(m) any actual or proposed termination, rescission or discharge of (other than by performance), any actual or proposed material amendment, supplement, modification or waiver of, or any material breach under, any Major Project Document [Redacted — seriously prejudicial];

(n) any actual or proposed termination, rescission or discharge of (other than by performance), any actual or proposed amendment, supplement, modification or waiver of, or any breach under, any Project Document (other than a Major Project Document) [Redacted — seriously prejudicial] in each case, if such action has had or could reasonably be expected to have a Material Adverse Effect;

(o) any material notice or report received by any Borrower Entity under any Major Project Document, including, with respect to the Offtake Agreement, notice of the Commencement of Commercial Production and of the exercise of the MAPR Extension (in each case as defined therein);

(p) a copy of each document delivered in compliance with Section 7.01(c) (Maintenance of Existence; Property; Etc.);

(q) [Redacted — seriously prejudicial]

(r) any Phase I or II Environmental Site Assessment relating to the Real Property and/or Project Mining Claims within the Project Site when prepared for the Borrower, its Affiliate or any third party (to the extent the Borrower or such Affiliate has the right to obtain any such Phase I or II Environmental Site Assessment prepared for a third party);

(s) any information that representations made with respect to Debarment Regulations were erroneous when made or have become erroneous by reason of changed circumstances; and

(t) the occurrence of any Emergency.

Section 8.04 Other Information. At its own expense, the Borrower shall furnish or cause to be furnished to DOE by an Acceptable Delivery Method, and, if requested by FFB or DOE on behalf of FFB, to FFB by email to FFB_Admin@treasury.gov, with a reproduction of the signatures where required, the following items:

(a) Project Documents. Without limiting Article IX (Negative Covenants), as soon as available, but in no event later than ten (10) Business Days after the execution thereof the Borrower shall furnish copies of any Project Document obtained or entered into by the Borrower after the Execution Date (including for the avoidance of doubt, any Short-Term Offtake Agreement), and any waiver, consent, amendment or supplement in relation to any Project Document, and with respect to any Major Project Document, unless otherwise instructed by DOE, the Borrower shall deliver to DOE, concurrently with delivery of such copy:

(i) a customary legal opinion (addressed to the Secured Parties) from external counsel qualified in the jurisdiction of organization of each counterparty thereto, and, if different, in the jurisdiction whose law governs such Major Project Document, in form and substance satisfactory to DOE; and

(ii) a fully executed Direct Agreement with the Major Project Participant thereunder, in form and substance satisfactory to DOE.

(b) [Redacted — seriously prejudicial]


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(c) Information Pertaining to Banks Providing Acceptable Letters of Credit. As soon as available, but, in any event, no later than one (1) Business Day after the Borrower obtains Knowledge that any bank issuing any Acceptable Letter of Credit delivered pursuant to any Financing Document has ceased to be an Acceptable Bank.

(d) Construction Budget; O&M Budget, etc. Promptly and in any event (i) at least thirty (30) days prior to the adoption thereof in accordance with the terms hereof, a copy of any proposed amendment to the Construction Budget, the Major Maintenance Plan, [Redacted — seriously prejudicial], the Annual Mining Plan (as defined in the Mining Agreement), the Mine Plan or the O&M Budget and, (ii) not later than five (5) Business Days after the execution thereof, a certified copy of such amendment.

(e) Mineral Reserve Estimates.

(i) On an annual basis, concurrently with the delivery thereof to the SEC, a Form 1304 – Individual Property Disclosure with annual resources and reserves updates as of the end of each fiscal year of the Sponsor based on the then-current Mineral Reserve Estimate.

(ii) At least fifteen (15) Business Days prior to delivery to the SEC, any proposed updated Mineral Reserve Estimate, which shall be verified in writing by the Independent Engineer or by the Borrower’s qualified person pursuant to the applicable SEC rules, but if the Borrower’s qualified person is not independent of the Borrower or its Affiliates, then DOE must provide prior written approval of such qualified person. For the purposes of this clause (e)(ii), a qualified person is independent of the Borrower if there is no circumstance that, in the opinion of a reasonable person aware of all relevant facts, could interfere with the qualified person’s judgement regarding the preparation of the relevant verification.

(f) [Redacted — seriously prejudicial]

(g) KYC. Any change in the information provided prior to the Execution Date that would result in a change to the list of KYC Parties; provided that information regarding entities that are shareholders of the Sponsor’s shareholders shall be limited to information that is publicly available or otherwise available to the Sponsor.

(h) Other Information. Promptly upon request, such other information or documents as DOE reasonably requests.

Section 8.05 [Redacted — seriously prejudicial]

Section 8.06 Remediation Plan. In the event of:

(a) any failure of the Borrower to meet a major milestone in the Integrated Project Schedule;

(b) for any twelve-month period occurring after the Project Completion Date (as determined on any applicable Calculation Date), any failure of the Project to satisfy at least [Redacted — seriously prejudicial] of production capacity as compared against the production assumptions set out in the Base Case Financial Model;

(c) any underperformance of the then-applicable Mine Plan, as delivered pursuant to Section 8.02(a)(iv) (Annual Reports), leading to reduction of plant production; or

(d) any draw on the Debt Service Reserve Account by the Borrower that is not replenished within thirty (30) days;


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then, in each case, the Borrower shall:

(i) immediately notify DOE and the Collateral Agent thereof:

(ii) deliver a remediation plan within thirty (30) days setting forth proposed steps to be taken by the Borrower to address such event in a manner acceptable to DOE and on a monthly basis thereafter, reports setting out Borrower’s execution of the remediation plan and compliance with the terms thereof;

(iii) make relevant representatives and outside advisors available to meet and confer with DOE, the Independent Engineer, and its other Secured Party Advisors on the contents of and progress towards satisfying the terms of the remediation plan; and

(iv) promptly provide such other information or documents as may be requested by DOE;

provided that, for the avoidance of doubt, the delivery of any remediation plan pursuant to this Section 8.06 shall not constitute a waiver of any Default or Event of Default.

ARTICLE IX

NEGATIVE COVENANTS

The Borrower hereby agrees that until the Release Date:

Section 9.01 Restrictions on Operations.

(a) Ordinary Course of Conduct; No Other Business. Except as disclosed in Schedule 6.13(a) (Additional Permitted Activities), the Borrower shall not, and shall cause the Subsidiary Guarantor not to:

(i) engage in any business other than the acquisition, ownership, design, development, construction, financing, implementation, completion, operation and maintenance of the Project and activities directly redirected thereto in accordance with and as contemplated by the Transaction Documents;

(ii) undertake any action that could reasonably be expected to lead to a material alteration of the nature of its business or the nature or scope of the Project (including any expansion thereof); provided, that DOE acknowledges that (A) the Borrower has current plans to develop Phase II (as defined in the Offtake Agreement) of the Processing Facility, (B) no portion of the Loan shall be used to fund Phase II, and (C) DOE shall review any amendments or exceptions to this covenant requested by the Borrower (and the Financing Documents generally (including the restrictions on Indebtedness and Capital Expenditures requested by the Borrower)), which shall, in any such case, be subject to the prior written consent of DOE (in its sole discretion);

(iii) change its name or take any other action that might adversely affect the Liens created by the Security Documents; or

(iv) fail to maintain its existence and its right to carry on its business.

(b) Other Transactions.

(i) The Borrower shall not, directly or indirectly:


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(A) enter into any Additional Major Project Document without the prior written consent of DOE, other than any Replacement Contract to the extent that the Replacement Contract Conditions are satisfied in connection therewith;

(B) agree to any provision or term in any Major Project Document of any limitation on the relevant Borrower Entity’s ability to assign its right and obligations thereunder as Collateral or providing any Major Project Participant the right to cause any Major Project Document to be terminated or materially impaired as a result, directly or indirectly, of any Default, Event of Default or exercise of remedies under the Financing Documents;

(C) (I) exercise the option to acquire Miner Capital Assets (as defined in the Mining Agreement) other than in accordance with the applicable amortization schedule in respect thereof pursuant to the Mining Agreement, (II) exercise the option to undertake the Early Buyout (as defined in the IH Terminal Service Agreement)) under the IH Terminal Service Agreement or (III) approve of any New Opportunities (as defined in the IH Terminal Service Agreement);

(D) enter into any transaction or series of related transactions with any Person (including any Affiliate) other than (1) in the Ordinary Course of Business and on an arm’s-length basis, or (2) which are otherwise permitted pursuant to the Financing Documents; or

(E) establish any sole and exclusive purchasing or sales agency, or enter into any transaction, whereby the Borrower or the Subsidiary Guarantor could reasonably be expected to pay more than the fair market value for products or services of others; and

(ii) the Borrower shall cause the Subsidiary Guarantor not to, directly or indirectly, enter into any contract or agreement other than the Financing Documents.

(c) Amendment of and Notices under Transaction Documents. [Redacted — seriously prejudicial], the Borrower shall not, and shall cause the Subsidiary Guarantor not to, except with the prior written consent of DOE:

(i) agree, directly or indirectly, to any assignment, suspension, termination or rescission, or waive any right to consent to any assignment, suspension, termination or rescission with respect to, or assign any of its duties or obligations under, any Major Project Document, [Redacted — seriously prejudicial];

(ii) agree, directly or indirectly, to any material amendment, modification, supplement, consent or waiver, or waive any right to consent to any material amendment, modification, supplement or waiver of any right with respect to, any Major Project Document [Redacted — seriously prejudicial];

(iii) agree, directly or indirectly, to any assignment, amendment, modification, suspension, termination, rescission, supplement, consent or waiver, or waive any right to consent to any assignment, amendment, modification, suspension, termination, rescission, supplement or waiver of any right with respect to, or assign any of the respective duties or obligations under, any Project Document (other than any Major Project Document) unless such amendment, modification, termination, supplement or waiver [Redacted — seriously prejudicial] could not reasonably be expected to:

(A) [Redacted — seriously prejudicial];


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(B) [Redacted — seriously prejudicial]; or

(iv) enter into any agreement other than any Financing Document that would restrict its ability to amend or otherwise modify any Major Project Document;

(v) give or withhold any material consent or approval, or exercise any option or take or decline to take any other material action under the provisions of the Major Project Documents that are reasonably required to carry out the Project in accordance with the Integrated Project Schedule or to comply with the Borrower’s affirmative obligations under this Agreement; and

(vi) appoint any Person as the operator of the Processing Facility other than the Borrower.

(d) Commissions.

(i) The Borrower shall not pay:

(A) any commission or fee to any Affiliate for furnishing guarantees, counter-guarantees or other credit support for any Contractual Obligations undertaken by the Borrower or the Subsidiary Guarantor in connection with the Project (other than as set forth in the following clause (B)); or

(B) any fee to any Affiliate with respect to or in connection with the development, construction, financing or operation of the Project, including salaries, bonuses, commissions, management fees, consulting fees, and technical assistance fees; provided that this provision shall not preclude the Borrower from (1) paying salaries and bonuses to its employees or employees of any other Borrower Entity; or (2) making payments to other Borrower Entities in accordance with Major Project Documents; in each case, consistent with the Integrated Project Schedule, the Mine Plan and then-applicable Construction Budget or O&M Budget, as the case may be; and

(ii) the Borrower shall cause the Subsidiary Guarantor not to pay any commission or fee to any Affiliate.

(e) [Redacted — seriously prejudicial]:

(f) Accounts. The Borrower shall not, and shall cause the Subsidiary Guarantor not to, establish or maintain any bank accounts other than the Project Accounts and the Company Accounts.

(g) Assignment. Other than the assignment of the Project Documents [Redacted — seriously prejudicial] to the Collateral Agent as security for the benefit of the Secured Parties, the Borrower shall not, and shall cause the Subsidiary Guarantor not to, assign or otherwise transfer its rights under any of the Transaction Documents [Redacted — seriously prejudicial] to any Person.

(h) Powers of Attorney. The Borrower shall not, and shall cause the Subsidiary Guarantor not to, grant any power of attorney or similar power to any Person, except:

(i) to its officers, directors or employees in the Ordinary Course of Business; or


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(ii) in connection with Permitted Liens granted to the Secured Parties.

(i) Activities of Subsidiary Guarantor. Without in any way limiting any of the other provisions of this Agreement or the other Financing Documents,

(i) the Borrower shall cause the Subsidiary Guarantor not to enter into any business, operations or activities other than:

(A) the ownership and maintenance (but not the development or exploitation) of the KVP Mining Claims;

(B) the performance of its obligations in connection with the Financing Documents; and

(ii) the Borrower shall cause the Subsidiary Guarantor not to own or acquire any assets (other than the KVP Mining Claims and cash) or incur any liabilities or permit to be created on its property any Liens (other than liabilities under and Liens created by the Financing Documents and other liabilities expressly permitted to be incurred by it by the terms hereof and liabilities imposed by law, including applicable tax liabilities and other liabilities incidental to its existence and business and activities permitted by this Agreement); and

(iii) notwithstanding the foregoing clauses (i) and (ii) or anything else to the contrary herein or in any other Financing Document, to the extent that the Borrower consummates a Disposition of the Subsidiary Guarantor in accordance with Schedule 9.03 (Specific Permitted Dispositions), all provisions relating to the Subsidiary Guarantor and the KVP Mining Claims shall cease to be applicable hereunder and under the other Financing Documents and, if reasonably requested by the Borrower and at the sole cost and expense of the Borrower, DOE shall, and shall instruct the Collateral Agent to, undertake reasonable actions to effect such removal of KV Project, LLC as the “Subsidiary Guarantor” and as a “Borrower Entity”, and to remove the KVP Mining Claims as Collateral, in each case for all purposes under the Financing Documents.

(j) Changes to the Project Scope. The Borrower shall not, and shall cause the Subsidiary Guarantor not to, without the prior written consent of DOE: (i) utilize any ore other than ore from the Mine to avoid penalty charges pursuant to the Mining Agreement unless the market conditions are such that the Borrower Entities would still profit from the replacement ore arrangements despite such penalty charges; (ii) mine uranium without the prior written consent of DOE, subject to exceptions for trace amounts mined in the ordinary course of the Project (provided that no royalty payments are due as a result thereof); (iii) commence any mining activities below the water table unless the Borrower delivers to DOE [Redacted — seriously prejudicial] and (C) other evidence reasonably requested by DOE (acting in consultation with the Independent Engineer) that the Borrower has appropriately addressed any adverse impacts to the Project related thereto; or (iv) engage in any mining activities other than on the Nevada property constituting the Project Site (other than prospective drillings and development in connection with unpatented mining claim rights of the Borrower and as described in Schedule 6.13(a) (Additional Permitted Activities)).

Section 9.02 Liens. The Borrower shall not, and shall not agree to, and shall cause the Subsidiary Guarantor not to, and not to agree to, create, assume or otherwise permit to exist any Lien upon any of the Collateral or any of its other property, whether now owned or hereafter acquired, or in any proceeds or income therefrom, other than Permitted Liens.


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Section 9.03 Merger; Disposition; Transfer. The Borrower shall not, and shall not agree to, and shall cause the Subsidiary Guarantor not to, and not to agree to:

(a) other than to the extent expressly permitted under Schedule 9.03 (Permitted Dispositions), enter into any transaction of merger, consolidation, liquidation, winding up or dissolution;

(b) other than to the extent expressly permitted under Schedule 9.03 (Permitted Dispositions), (i) in the case of the Borrower, subject to clause (e) below, carry out any Disposition of all or any part of its ownership interests in the Project or any other part of its business or property of any kind whatsoever [Redacted — seriously prejudicial], whether real, personal or mixed and whether tangible or intangible, whether now or hereafter acquired other than Permitted Dispositions, and (ii) in the case of the Subsidiary Guarantor, carry out any Disposition;

(c) (i) in the case of the Borrower, acquire by purchase or otherwise the business, property or fixed assets of any Person, other than purchases or other acquisitions of inventory, equipment, property or materials or spare parts or Capital Expenditures, either (A) in the Ordinary Course of Business in accordance with the applicable Construction Budget or O&M Budget, or (B) constituting Emergency Operating Costs as required in connection with an Emergency, and (ii) in the case of the Subsidiary Guarantor, acquire by purchase or otherwise the business, property or fixed assets of any Person;

(d) transfer or release (other than as permitted by clause (a) or (b) above) the Collateral, or other similar actions;

(e) [Redacted — seriously prejudicial];

(f) apply for or receive any credit or any related payment under the “Qualifying Advanced Energy Project Credit” pursuant to section 48C of the Code; or

(g) abandon, or suspend, or agree (directly or indirectly) to abandon or suspend or make any public statements regarding its intention to abandon or suspend the development, construction or operation of the Project, or take any action that could be deemed an “abandonment,” or “suspension,” or transfer of the Project to any Person or notify any Major Project Participant of its intent to terminate, or agree (directly or indirectly) to the termination of, any Major Project Document or the construction or operation of the Project.

Section 9.04 [Redacted — seriously prejudicial]

Section 9.05 Use of Proceeds. The Borrower shall not, and shall cause the Subsidiary Guarantor not to, use the proceeds of any Advance for any purpose other than as specified in Section 2.04(d) (Disbursement of Proceeds).

Section 9.06 Organizational Documents; Fiscal Year; Account Policies; Reporting Practices. The Borrower shall not, and shall cause the Subsidiary Guarantor not to, except with the prior written consent of DOE, amend or modify:

(a) its Organizational Documents, except such amendments that would not have any adverse effect on the rights of the Secured Parties;

(b) its Fiscal Year;


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(d) its legal form or its capital structure (including to provide for the issuance of any options, warrants or other rights with respect thereto).

Section 9.07 [Redacted — seriously prejudicial]

Section 9.08 Hedging Agreements. The Borrower shall not, and shall cause the Subsidiary Guarantor not to, enter into any Hedging Agreements.

Section 9.09 Margin Regulations. The Borrower shall not, and shall cause the Subsidiary Guarantor not to, directly or indirectly apply any part of the proceeds of any Advance or revenues to the purchasing or carrying of any margin stock within the meaning of Regulation T, U or X of the Board, or any regulations, interpretations or rulings thereunder, or for any purpose that violates any regulation of the Board.

Section 9.10 Environmental Laws. The Borrower shall not, and shall cause the Subsidiary Guarantor not to, undertake any action or Release of any Hazardous Substances in violation of any Environmental Law or the effect of which would trigger a reporting obligation under Environmental Law with respect to a Release.

Section 9.11 ERISA. The Borrower shall not, and shall cause the Subsidiary Guarantor and their respective ERISA Affiliates not to:

(a) take any action that would result in the occurrence of an ERISA Event to the extent that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect;

(b) allow, or permit any of its ERISA Affiliates to allow, the aggregate amount of Unfunded Pension Liabilities among all Employee Benefit Plans (taking into account only Employee Benefit Plans with positive Unfunded Pension Liabilities) at any time to exist where such amount could have a Material Adverse Effect; or

(c) fail, or permit any of its ERISA Affiliates to fail, to comply with ERISA or the related provisions of the Code, if any such non-compliance, singly or in the aggregate, would be reasonably likely to have a Material Adverse Effect.

Section 9.12 Investment Company Act. The Borrower shall not, and shall cause the Subsidiary Guarantor not to, take any action that would result in the Borrower or the Subsidiary Guarantor being required to register as an “investment company” under the Investment Company Act or that would result in it being controlled by any Person that is or is required to be registered as an “investment company” under the Investment Company Act.

Section 9.13 Sanctions. The Borrower shall not, and shall cause the Subsidiary Guarantor not to:

(a) (i) become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001); (ii) engage in any dealings or transactions prohibited by Section 2 of such executive order, or be otherwise associated with any such person in any manner violative of Section 2 of such executive order; or (iii) otherwise become a Prohibited Person;


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(b) directly or indirectly use the proceeds of any Advance, or lend, contribute or otherwise make available such proceeds to any Person (i) to fund any activities, dealings, or business of or with any Prohibited Person or in any Prohibited Jurisdiction; or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loan); or

(c) repay any portion of the Loan with any funds: (i) obtained or derived, directly or knowingly indirectly, from any business or dealings with any Prohibited Person; or (ii) constituting the proceeds of a violation of any International Compliance Directive.

Section 9.14 Debarment Regulations.

(a) Unless authorized by DOE, the Borrower shall not, and shall cause the Subsidiary Guarantor not to, knowingly enter into any transactions in connection with the construction, operation or maintenance of the Project with any Debarred Person.

(b) The Borrower shall not, and shall cause the Subsidiary Guarantor not to, fail to comply with any and all Debarment Regulations in a manner that results in the Borrower or the Subsidiary Guarantor becoming a Debarred Person, or otherwise become a Debarred Person; or (ii) directly or indirectly use the proceeds of any Advance, or lend, contribute or otherwise make available such proceeds to any Person to fund any activities, dealings, or business of or with any Debarred Persons, to the extent such use violates Applicable Law.

Section 9.15 Prohibited Person. The Borrower shall not, and shall cause the Subsidiary Guarantor not to, become (whether through a transfer or otherwise) a Prohibited Person.

Section 9.16 Restrictions on Indebtedness and Certain Capital Transactions.

(a) Indebtedness. The Borrower shall not, and shall not agree to, and shall cause the Subsidiary Guarantor not to, and not to agree to, directly or indirectly:

(i) incur, create, guarantee, assume, permit to exist or otherwise become liable for any Indebtedness, except for Permitted Indebtedness; or

(ii) without the prior written consent of DOE, other than pursuant to the Offtake Agreement, incur any liabilities to third parties in order to sell (including pursuant to any contract) Product; provided that, to the extent GM elects not to purchase all of the Phase I Product (as defined in the Offtake Agreement) in any given year, the Borrower may sell such Phase I Product (as defined in the Offtake Agreement) to third parties pursuant to customary agreements on commercially reasonable terms in the Ordinary Course of Business so long as such obligations do not to exceed one year in duration (such agreements, “Short-Term Offtake Agreements”).

(b) Capital Expenditures. The Borrower shall (i) not make any Capital Expenditure except for Permitted Capital Expenditures and (ii) cause the Subsidiary Guarantor not to make any Capital Expenditure.

(c) Investments. The Borrower shall (i) not make any Investments except for Permitted Investments and (ii) cause the Subsidiary Guarantor not to make any Investments.


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(d) Leases. The Borrower shall (i) not enter into any Lease of any property or equipment of any kind (including by sale-leaseback or otherwise), except for Permitted Leases in an amount not in excess of the amount budgeted therefor in the Construction Budget or the O&M Budget, as applicable, or as permitted pursuant to Section 9.16(a)(i) (Indebtedness) and (ii) cause the Subsidiary Guarantor not to enter into any Lease of any property or equipment of any kind (including by sale-leaseback or otherwise).

(e) Redemption or Transfer or Issuance of Stock. The Borrower shall not, and shall cause the Subsidiary Guarantor not to:

(i) redeem, retire, purchase or otherwise acquire, directly or indirectly, any of its outstanding Equity Interests (or any options or warrants issued by the Borrower or the Subsidiary Guarantor with respect to its Equity Interests) or set aside any funds for any of the foregoing; and

(ii) issue or transfer any Equity Interests to any other Person other than in accordance with the Affiliate Support Agreement.

(f) Subsidiaries. The Borrower shall not, and shall cause the Subsidiary Guarantor not to:

(i) form or have any Subsidiaries other than, in the case of the Borrower, the Subsidiary Guarantor;

(ii) enter into any partnership or a joint venture;

(iii) acquire any Equity Interests in or make any capital contribution to any other Person;

(iv) enter into any partnership, profit-sharing or royalty agreement (other than the Royalty Documents) or other similar arrangement whereby the Borrower’s or the Subsidiary Guarantor’s income or profits are, or might be, shared with any other Person; or

(v) enter into any management contract or similar arrangement whereby its business or operations are managed by any other Person.

Section 9.17 No Other Federal Funding. Other than the DPA Grant [Redacted — seriously prejudicial], the Borrower shall not, and shall cause the Subsidiary Guarantor not to, use any other Federal Funding to pay any Project Costs or to repay the Loan.

Section 9.18 Intellectual Property.

(a) The Borrower shall not (and shall cause the Subsidiary Guarantor and each Major Project Participant not to) assign or otherwise transfer any right, title or interest in any Project IP:

(i) to any Prohibited Person or any “foreign entity of concern” (as defined in the Inflation Reduction Act of 2022 (P.L. 117-169);

(ii) without providing advance written notice of such assignment or transfer to the Secured Parties;

(iii) except as permitted under Section 9.03(b) (Merger; Disposition; Transfer); and


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(iv) without requiring such assignee or transferee to:

(A) comply with Section 7.02(g) (Source Code Escrow), to the extent applicable;

(B) as applicable: (1) for all Project IP licensed to the Borrower or the Subsidiary Guarantor under a Project IP Agreement, comply with the terms and conditions of such Project IP Agreement in all material respects; and (2) for all Project IP owned by the Borrower or the Subsidiary Guarantor, reserve or grant to the Borrower the right to freely use and sublicense, for no additional consideration, rights in the Project IP to: (x) develop, design, engineer, procure, construct, start up, commission, operate and maintain the Project; (y) complete the activities designated to be completed to achieve Project Completion; or (z) exercise the Borrower’s or the Subsidiary Guarantor’s (as applicable) rights and perform its obligations under the Major Project Documents, as applicable at the relevant time;

(C) demonstrate the technical experience and financial ability to maintain and develop the Project IP as required for the Project; and

(D) grant to the Secured Parties the Secured Parties’ License, where such license shall also be enforceable upon any bankruptcy or insolvency action involving such assignee or transferee.

Section 9.19 Program Requirements. The Borrower shall not, and shall cause the Subsidiary Guarantor not to, take any action, or fail to take any action, that would cause:

(a) [Redacted — seriously prejudicial]

(b) the components manufactured by the Project to not be “advanced technology vehicles”/”qualifying components” (as defined in Section 611.2 of the ATVM Regulations); or

ARTICLE X

EVENTS OF DEFAULT AND REMEDIES

Section 10.01 Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” hereunder:

(a) Borrower Failure to Make Payment Under Financing Documents. The Borrower shall fail to pay, in accordance with the terms of this Agreement, the FFB Documents or any other Financing Documents (whether at scheduled maturity, as a required prepayment, by acceleration or otherwise):

(i) any principal amount of the Advances or any interest otherwise due and payable in respect of the Loan or any Reimbursement Obligation on or before the date such amount is due; or

(ii) any fee, charge or other amount due under any Financing Document on or before the date such amount is due, and such failure to pay shall continue unremedied for a period of five (5) Business Days after the date on which such amount was due.

(b) Borrower Entity Failure to Make Payment Under Financing Documents. Any Borrower Entity (other than the Borrower) shall fail to pay, in accordance with the terms of this Agreement, or any


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other Financing Document, any fee, charge or other amount due under any Financing Document on or before the date such amount is due and such failure to pay shall continue unremedied for a period of five (5) Business Days after the date on which such amount was due.

(c) Misstatements; Omissions. Any representation or warranty confirmed or made by or on behalf of any Borrower Entity (i) in any of the Financing Documents, (ii) in any Major Project Document to which it is a party, to the extent the applicable Major Project Participant would be entitled to exercise contractual remedies under the applicable Major Project Document as a result thereof, or (iii) in any certificate, Financial Statement or other document provided by or on behalf of any such Borrower Entity to any Secured Party or any Secured Party Advisor in connection with the transactions contemplated by any Financing Document shall, in any such case, be found to have been incorrect, false or misleading in any material respect when confirmed, made or deemed to have been made.

(d) [Redacted — seriously prejudicial]

(e) Other Breaches Under Financing Documents. Any Borrower Entity or any Major Project Participant shall fail to perform or observe any covenant, or any other term or obligation under this Agreement or any other Financing Document to which it is a party (other than those described in clauses (a) through (d) above), in each case, where such failure to perform or observe has not been remedied within the relevant cure period, if any, specified for such covenant, term or obligation in such Financing Document, or, if no cure period is specified, thirty (30) days from the earlier of Borrower’s Knowledge or notice of such failure; provided that if such Person is proceeding with all requisite diligence and in good faith to cure such failure, then, upon delivery by the Borrower of an Officer’s Certificate certifying the foregoing, providing a reasonably detailed description of such cure activities, and certifying that the outstanding default could not reasonably be expected to have an Material Adverse Effect while the Borrower continues to cure, at the written approval of DOE the time within which such failure may be cured shall be extended to such date, not to exceed a total of thirty (30) additional days after the end of the initial thirty (30) day period, as shall be necessary for such Person to cure such failure.

(f) [Redacted — seriously prejudicial]

(g) [Redacted — seriously prejudicial]

(h) Unenforceability, Termination, Repudiation or Transfer of Any Transaction Documents. Any Financing Document, any Major Project Document, any Project Document (to the extent it is not a Major Project Document, solely to the extent that such event results in a Material Adverse Effect) [Redacted — seriously prejudicial] at any time and for any reason:

(i) is or becomes invalid, illegal, void or unenforceable or any party thereto has repudiated or disavowed or taken any action to challenge the validity or enforceability of such agreement;

(ii) except as otherwise expressly permitted hereunder, ceases to be in full force and effect except at the stated termination date thereof, or shall be assigned or otherwise transferred or terminated by any party thereto prior to the repayment in full of all Secured Obligations (other than with the prior written consent of DOE); or

(iii) is suspended, revoked or terminated (other than upon expiration in accordance with its terms when fully performed).

(i) Security Interests. Any of the Security Documents shall fail in any respect to provide the Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby (including the priority intended to be created


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thereby) or such Lien shall fail to have the priority contemplated therefor in such Security Documents, or any such Security Document or Lien shall cease to be in full force and effect, or the validity thereof or the applicability thereof shall be disaffirmed by or on behalf of any Borrower Entity or any other Person party thereto (other than the Secured Parties).

(j) [Redacted — seriously prejudicial]

(k) Bankruptcy; Insolvency; Dissolution.

(i) Involuntary Bankruptcy; Etc. The commencement of an Insolvency Proceeding against any Borrower Entity or any Major Project Participant and such proceeding continues undismissed for thirty (30) days, with an additional thirty (30) day period to be granted if the Borrower delivers an Officer’s Certificate certifying that the relevant entity is diligently contesting or appealing such Insolvency Proceeding, including a reasonably detailed description of such efforts;

(ii) Voluntary Bankruptcy; Etc. The institution by any Borrower Entity or any Major Project Participant of any Insolvency Proceeding, or the admission by it in writing of its inability to pay its Indebtedness generally as it becomes due or its general failure to pay its Indebtedness as it becomes due, or any other event has occurred that under any Applicable Law would have an effect analogous to any of those events listed above, or any action is taken by any such Person for the purpose of effecting any of the foregoing; or

(iii) Dissolution. The dissolution of any Borrower Entity or any Major Project Participant;

provided that in the case of any such Major Project Participant that is party to a Replaceable Contract, no Event of Default shall occur under this clause (k) to the extent that the Borrower has replaced such Major Project Participant with a Replacement Contractor in accordance with the Replacement Contract Conditions.

(l) Attachment. An attachment or analogous process is levied or enforced upon or issued against any of the assets of any Borrower Entity, which, in the aggregate, (i) in the case of the Borrower, is in excess of [Redacted — commercially sensitive information] (ii) in the case of the Subsidiary Guarantor, is in excess of [Redacted — commercially sensitive information]; (iii) in the case of the Direct Parent, is in excess of [Redacted — commercially sensitive information]; (iv) in the case of the Sponsor prior to the Sponsor Cut-Off Date, is in excess of [Redacted — commercially sensitive information]; or (v) has had or could reasonably be expected to have a Material Adverse Effect.

(m) Judgments. One or more Governmental Judgments shall be entered (i) against any Borrower Entity and such Governmental Judgments have not been vacated, discharged or stayed or bonded pending appeal within thirty (30) days of the occurrence thereof, and the aggregate amount of all such Governmental Judgments outstanding at any time (except to the extent any applicable insurer(s) have acknowledged liability therefor) exceeds: (A) in the case of the Borrower, [Redacted — commercially sensitive information] ; (B) in the case of the Subsidiary Guarantor, [Redacted — commercially sensitive information] ; (C) in the case of the Direct Parent, [Redacted — commercially sensitive information] ; or (D) in the case of the Sponsor prior to the Sponsor Cut-Off Date, [Redacted — commercially sensitive information] or (ii) that is in the form of an injunction or similar form of relief requiring suspension or abandonment of operation of the Project that is not satisfied or discharged.

(n) [Redacted — seriously prejudicial]


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(o) [Redacted — seriously prejudicial]

(p) Event of Loss. All or a material portion of the Project or the Project Site is destroyed or becomes permanently inoperative as a result of an Event of Loss.

(q) Changes in Ownership. Any Change of Control occurs.

(r) Prohibited Persons. Any Borrower Entity or Major Project Participant shall be or shall have become a Prohibited Person or Debarred Person.

(s) ERISA Events. An ERISA Event shall have occurred that, individually or when aggregated with any other then existing ERISA Event, results in or could reasonably be expected to result in liability to any Borrower Entity or ERISA Affiliate that could reasonably be expected to have a Material Adverse Effect during the term of this Agreement.

(t) Certain Governmental Actions. Any Governmental Authority shall (i) lawfully condemn or assume custody of all of the property or assets (or a substantial part thereof) of any Borrower Entity; or (ii) take lawful action to displace the management of, or the Equity Interests in, any Borrower Entity.

(u) [Redacted — seriously prejudicial]

(v) Compliance with International Compliance Directives and Anti-Money Laundering Laws.

(i) The making of any Advances or the use of the proceeds thereof shall violate or cause any Person, including any Secured Party, to violate any International Compliance Directives or Anti-Money Laundering Laws or other applicable Anti-Corruption Laws.

(ii) Any violation by any Borrower Entity or any Major Project Participant of any International Compliance Directives, Anti-Money Laundering Laws or Anti-Corruption Laws.

(w) Material Adverse Effect. Any event or condition that has had or could reasonably be expected to have a Material Adverse Effect shall occur and be continuing.

For the avoidance of doubt, each clause of this Section 10.01 (Events of Default) shall operate independently, and the occurrence of any such event shall constitute an Event of Default.

Section 10.02 Remedies; Waivers.

(a) Upon the occurrence of and during the continuance of an Event of Default, DOE or the Collateral Agent may exercise any one or more of the rights and remedies set forth below:

(i) declare all or any portion of the indebtedness and obligations of every type or description owed by the Borrower to DOE and FFB under this Agreement and each other Financing Document to be immediately due and payable, and the same shall thereupon be immediately due and payable;

(ii) exercise any rights and remedies available under the Financing Documents, including DOE’s right to prevent access to or prevent the operation by the Borrower and the Subsidiary Guarantor of the Project or any of the Collateral (except to the extent necessary for the Borrower and the Subsidiary Guarantor to comply with any Applicable Law requirements);

(iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts then due and thereafter to become due under the Financing Documents or to enforce performance of any obligation of the Borrower under the Financing Documents;


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(iv) (A) deny any request for, and shall not be obligated to make, any further Advances; and (B) reduce the Loan Commitment Amount to zero Dollars ($0);

(v) take those actions necessary to perfect and maintain the Liens of the Security Documents pursuant to which assets have been pledged as collateral for the repayment under the Financing Documents;

(vi) set off and apply such amounts to the satisfaction of the Secured Obligations under all of the Financing Documents, including any moneys of any Borrower Entity on deposit with any Secured Party; and/or

(vii) without limiting or being limited by any of the foregoing, draw upon any Acceptable Credit Support issued pursuant to any Financing Document in accordance with its terms, and apply such funds to the payment of the Secured Obligations.

(b) Upon the occurrence of an Event of Default referred to in Section 10.01(k) (Bankruptcy; Insolvency; Dissolution), (i) all Loan Commitment Amounts shall automatically be reduced to zero Dollars ($0); and (ii) each Advance made under the Note, together with interest accrued thereon and all other amounts due under the Note, this Agreement and the other Financing Documents, shall immediately mature and become due and payable, without any other presentment, demand, diligence, protest, notice of acceleration, or other notice of any kind, all of which the Borrower hereby expressly waives.

(c) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under the Financing Documents or existing at law or in equity. No delay or failure to exercise any right or power accruing under any Financing Document upon the occurrence and during the continuance of any Event of Default or otherwise shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient.

(d) In order to entitle DOE to exercise any remedy reserved to DOE in this Agreement, it shall not be necessary to give any notice, other than such notice as may be required in this Agreement or any other Financing Document or under Applicable Law.

(e) If any proceeding has been commenced to enforce any right or remedy under this Agreement, and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to DOE or FFB, then, in every such case subject to any determination in such proceeding, (i) the parties hereto shall be restored to their respective former positions hereunder; and (ii) thereafter, all rights and remedies of DOE or FFB, as the case may be, shall continue as though no such proceeding had been instituted.

(f) DOE shall have the right, to be exercised (or not) in its complete discretion, to waive any covenant, Default or Event of Default by a writing setting forth the terms, conditions and extent of such waiver signed by DOE and delivered to the other parties hereto. Any such waiver may be effected only in writing duly executed by DOE, and no other course of conduct shall constitute a waiver of any provision hereof. Unless such writing expressly provides to the contrary, any waiver so granted shall extend only to the specific event or occurrence so waived and not to any other similar event or occurrence that occurs subsequent to the date of such waiver.


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(g) Upon the occurrence and during the continuation of any Default, in the event that the Borrower fails to procure or maintain (or cause to be procured and maintained) the Required Insurance, DOE may (but shall not be obligated to) procure the Required Insurance and pay the premiums in connection therewith and all amounts so paid by DOE shall become an additional Secured Obligation owed by the Borrower to DOE, and the Borrower shall forthwith pay any such amounts to DOE, together with interest on such amounts at the Late Charge Rate from the date so paid.

Section 10.03 Accelerated Advances. Upon the delivery of a notice of acceleration, the accelerated amount due and payable under the Note shall be the Prepayment Price (as defined in and determined pursuant to the Note) under the Note.

ARTICLE XI

MISCELLANEOUS

Section 11.01 Waiver and Amendment.

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

(b) The rights, powers or remedies provided for herein are cumulative and are not exclusive of any other rights, powers or remedies provided by law or in any other Transaction Document. The assertion or employment of any right, power or remedy hereunder, or otherwise, shall not prevent the concurrent assertion of any other right, power or remedy.

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

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

Section 11.02 Right of Set-Off. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, each Secured Party is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Secured Party (including by any branches and agencies of such Secured Party wherever located) to or for the credit or the account of the Borrower against and on account of the Secured Obligations and liabilities of the Borrower to such Secured Party under this Agreement or any other Financing Document. Each of DOE, FFB and each subsequent holder of the Note or any portion of the Note shall promptly notify the Borrower after any such set-off and application made by it; provided that the failure to give such notice shall not affect the validity of such set-off and application.


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Section 11.03 Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Financing Documents and in any document, certificate or statement delivered pursuant hereto or thereto or in connection herewith or therewith (including any Advance Request) shall survive the execution and delivery of this Agreement and the making of the Advances under the Funding Agreements.

Section 11.04 Notices. Except to the extent otherwise expressly provided herein or as required by Applicable Law, any communications, including any notices, between or among the parties to the Financing Documents shall be provided using the addresses listed in Schedule 11.04 (Notices), and shall be in writing and shall be considered as properly given: (a) if delivered in person; (b) if sent by overnight delivery service for domestic delivery or international courier for international delivery; (c) in the event overnight delivery service or international courier service is not readily available, if mailed by first class mail (or airmail for international delivery), postage prepaid, registered or certified with return receipt requested; or (d) if transmitted by electronic mail, to the electronic mail address set forth in Schedule 11.04 (Notices). Notice so given shall be effective upon delivery to the addressee, except that communication or notice so transmitted by direct written electronic means shall be deemed to have been validly and effectively given on the day (if a Business Day and, if not, on the following Business Day) on which it is validly transmitted if transmitted before 5:00 p.m. (District of Columbia time), recipient’s time, and if transmitted after that time, on the next following Business Day. Any party has the right to change its address for notice under any of the Financing Documents to any other location by giving prior written notice to each of the other parties in the manner set forth hereinabove.

Section 11.05 Severability. In case any one or more of the provisions contained in any Financing Document should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties hereto shall engage the parties to the Financing Documents to enter into good faith negotiations to replace the invalid, illegal or unenforceable provision.

Section 11.06 Judgment Currency. The Borrower shall, to the fullest extent permitted under Applicable Law, indemnify DOE and FFB against any loss incurred by DOE or FFB, as the case may be, as a result of any judgment or order being given or made for any amount due to DOE or FFB hereunder or under any other Financing Document and such judgment or order being expressed and to be paid in a currency (the “Judgment Currency”) other than Dollars (the “Currency of Denomination”) and as a result of any variation between (a) the rate of exchange at which amounts in the Currency of Denomination are converted into Judgment Currency for the purpose of such judgment or order, and (b) the rate of exchange at which DOE or FFB would have been able to purchase the Currency of Denomination with the amount of the Judgment Currency actually received by DOE or FFB, as the case may be, had DOE or FFB, as the case may be, utilized the amount of Judgment Currency so received to purchase the Currency of Denomination as promptly as practicable upon receipt thereof. The foregoing indemnity shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant Currency of Denomination that are documented and reasonable in light of market conditions at the time of such conversion.

Section 11.07 Indemnification.

(a) In addition to any and all rights of reimbursement, indemnification, subrogation or any other rights pursuant to this Agreement or under law or in equity, the Borrower shall pay, and shall protect, indemnify and hold harmless DOE, FFB, each other governmental agency and instrumentality of the United States,


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each other holder of the Note or any portion thereof, each Secured Party, and each of their respective officers, directors, employees, representatives, attorneys, advisers and agents (each, an “Indemnified Party”) from and against (and shall reimburse each Indemnified Party as the same are incurred) any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements incurred by any of them (without duplication of Section 4.01(c) (Reimbursement and Other Payment Obligations)) (each, an “Indemnified Liability”), to which such Indemnified Party may become subject arising out of or relating to any or all of the following: (i) the execution or delivery of this Agreement, any Transaction Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (iii) the enforcement or preservation of any rights under this Agreement, any Transaction Document or any agreement or instrument prepared in connection herewith or therewith, (iii) any Loan or the use or proposed use of the proceeds thereof, (iv) any actual or alleged presence or Release of a Hazardous Substance, on, under or originating from any property owned, occupied or operated by any Borrower Entity or any of its Affiliates in connection with the Project, or any environmental liability related in any way to any Borrower Entity or any of its Affiliates or their respective owned, occupied, or operated properties arising out of or relating to the Project, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by any Borrower Entity or any of its Affiliates or otherwise, and regardless of whether any Indemnified Party is a party thereto, such items (i) through (v) including, to the extent permitted by Applicable Law, the fees of counsel and third-party consultants selected by such Indemnified Party incurred in connection with any investigation, litigation or other proceeding or in connection with enforcing the provisions of this Section 11.07 (Indemnification); provided that the Borrower shall not have any obligation under this Section 11.07 (Indemnification) to any Indemnified Party with respect to Indemnified Liabilities to the extent they arise from the gross negligence or willful misconduct of such Indemnified Party [Redacted — seriously prejudicial].. Any claims under this Section 11.07 (Indemnification) in respect of any Indemnified Liabilities are referred to herein, collectively, as “Indemnity Claims”. This Section 11.07 (Indemnification) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

(b) All sums paid and costs incurred by any Indemnified Party with respect to any matter indemnified hereunder shall (i) be added to the Secured Obligations and (ii) be secured by the Security Documents. Each Indemnified Party shall use commercially reasonable efforts to promptly notify the Borrower in a timely manner of any such amounts payable by the Borrower hereunder; provided that any failure to provide such notice shall not affect the Borrower’s obligations under this Section 11.07 (Indemnification).

(c) Each Indemnified Party within ten (10) Business Days after the receipt by it of notice of the commencement of any action for which indemnity may be sought by it, or by any Person controlling it, from the Borrower on account of the agreements contained in this Section 11.07 (Indemnification), shall notify the Borrower in writing of the commencement thereof, but the failure of such Indemnified Party to so notify the Borrower of any such action shall not release the Borrower from any liability that it may have to such Indemnified Party.

(d) To the extent that the undertaking in the preceding clauses of this Section 11.07 (Indemnification) may be unenforceable because it is violative of any law or public policy, and to provide for just and equitable contribution in the event of any such unenforceability (other than due to application of this Section 11.07 (Indemnification)), the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of such undertakings.


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(e) The provisions of this Section 11.07 (Indemnification) shall survive the Release Date, the foreclosure under the Security Documents and satisfaction or discharge of the Secured Obligations and shall be in addition to any other rights and remedies of any Indemnified Party.

(f) Any amounts payable by the Borrower pursuant to this Section 11.07 (Indemnification) shall be payable within the later to occur of (i) ten (10) Business Days after the Borrower receives an invoice for such amounts from any applicable Indemnified Party, and (ii) five (5) Business Days prior to the date on which such Indemnified Party expects to pay such costs on account of which the Borrower’s indemnity hereunder is payable, and if not paid by such applicable date shall bear interest at the Late Charge Rate from and after such applicable date until paid in full.

(g) The Borrower shall be entitled, at its expense, to participate in the defense of any Indemnity Claim; provided that such Indemnified Party shall have the right to retain its own counsel, at the Borrower’s expense, and such participation by the Borrower in the defense thereof shall not release the Borrower of any liability that it may have to the applicable Indemnified Party. Any Indemnified Party against whom any Indemnity Claim is made shall be entitled to compromise or settle any such Indemnity Claim; provided that the Borrower shall not be liable for any such compromise or settlement effected without its prior written consent unless, in the case of an Indemnified Party that is a branch or agency of the United States federal government only, (i) such Indemnified Party is required by law (other than any regulation issued by DOE or FFB, unless DOE or FFB, as the case may be, is required pursuant to Applicable Law to issue regulations requiring it to compromise or settle such Indemnity Claim) to compromise or settle such Indemnity Claim, and (ii) such Indemnified Party shall have provided a legal opinion to the Borrower from outside counsel reasonably acceptable to the Borrower that such Indemnified Party is required by law to compromise or settle such Indemnity Claim.

(h) Upon payment of any Indemnity Claim by the Borrower pursuant to this Section 11.07 (Indemnification), the Borrower, without any further action, shall be subrogated to any and all claims that the applicable Indemnified Party may have relating thereto, and such Indemnified Party shall at the request and expense of the Borrower cooperate with the Borrower and give at the request and expense of the Borrower such further assurances as are necessary or advisable to enable the Borrower vigorously to pursue such claims.

(i) No Indemnified Party shall be obliged to pursue first any recovery under any other indemnity or reimbursement obligation before seeking recovery under the indemnification and reimbursement obligations of the Borrower under this Agreement.

Section 11.08 Limitation on Liability.

(a) No claim shall be made by any Borrower Entity or any of its Affiliates against any Secured Party, Secured Party Advisor or any of their Affiliates, directors, employees, attorneys or agents, including the Secured Party Advisors, for any special, indirect, consequential or punitive damages (whether or not the claim therefor is based on contract, tort or duty imposed by law), in connection with, arising out of or in any way related to the transactions contemplated by this Agreement or the other Financing Documents or any act or omission or event occurring in connection therewith; and the Borrower hereby waives, releases and agrees, and shall cause the Subsidiary Guarantor to waive, release and agree, not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(b) Notwithstanding anything to the contrary, Borrower recognizes and agrees that the client relationship exists solely between DOE and each Secured Party Advisor. There shall be no inference of confidentiality, warranty, fiduciary, or other client relationship between Borrower and any Secured Party Advisor as a result of this Agreement, and the Borrower specifically disavows any such relationship with


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any Secured Party Advisor and any associated obligation, duty or care or liability owed by any Secured Party Advisor to the Borrower. The Borrower further acknowledges and agrees that each Secured Party Advisor, its Affiliates and subcontractors, and their respective personnel shall not be liable to the Borrower for any claims, liabilities, or expenses relating to or in connection with this Agreement (“Claims”) whatsoever. For clarity, in no event shall any Secured Party Advisor, its Affiliates or subcontractors, or their respective personnel be liable to the Borrower for any loss of use, data, goodwill, revenues or profits (whether or not deemed to constitute a direct Claim), or any consequential, special, indirect, incidental, punitive, or exemplary loss, damage, or expense, relating to or in connection with this Agreement.

Section 11.09 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns.

(b) The Borrower may not assign or otherwise transfer (whether by operation of law or otherwise) any of its rights or obligations under this Agreement or under any other Financing Document without the prior written consent of DOE and, in the case of any Funding Agreement, FFB.

(c) Solely for purposes of compliance with Sections 163(f), 871(h)(2)(B)(i) and 881(c)(2) of the Code, the Borrower shall maintain a register for the recordation of the names and addresses of each Person that acquires an interest in the Loan in accordance with the provisions of the FFB Documents and the principal amounts (and stated interest) of the Advances owing to each such Person pursuant to the terms of this Agreement from time to time (the “Register”). The Register shall be available for inspection by any Secured Party, at any reasonable time and from time to time upon reasonable prior notice.

Section 11.10 FFB Right to Sell Loan. If FFB has (a) fully funded the Loan, or (b) partially funded the Loan and the Availability Period has expired, in each case, FFB shall have the right to sell all or any portion of the Note, or any participation share thereof, without the prior written consent of the Borrower in accordance with the Funding Documents. Upon any such sale, any reimbursement obligations of the Loan by DOE shall automatically terminate and be of no further force and effect. For any such sale prior to the end of the Availability Period until FFB has funded the Loan, the Borrower, DOE and FFB shall enter in agreements satisfactory to them in respect of FFB’s right to sell the Note and delegate its obligations under the Note Purchase Agreement.

Section 11.11 Further Assurances and Corrective Instruments.

(a) The Borrower shall execute and deliver, or cause to be executed and delivered, to DOE such additional documents or other instruments and shall take or cause to be taken such additional actions as DOE may require or reasonably request in writing to: (i) cause the Financing Documents to be properly executed, binding and enforceable in all relevant jurisdictions; (ii) perfect and maintain the priority of the Secured Parties’ security interest in all Collateral; (iii) enable the Secured Parties to preserve, protect, exercise and enforce all other rights, remedies or interests granted or purported to be granted under the Financing Documents; and (iv) otherwise carry out the purposes of the Transaction Documents.

(b) The Borrower may submit to DOE written requests for the parties to enter into, execute, acknowledge and deliver amendments or supplements hereto; it being understood that DOE shall be permitted to approve or reject all such requests in its discretion.

Section 11.12 Reinstatement. Where any discharge is made in whole or in part, or any arrangement is made on the faith of, any payment, security or other disposition which is avoided or must be repaid, whether upon the insolvency or bankruptcy of the Borrower, this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Borrower’s


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obligations hereunder, or any part thereof, is, pursuant to Applicable Laws, rescinded or reduced in amount, or must otherwise be restored or returned by any Secured Party. In the event that any payment or any part thereof is so rescinded, reduced, restored or returned, such obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Section 11.13 Governing Law; Waiver of Jury Trial.

(a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE FEDERAL LAW OF THE UNITED STATES. TO THE EXTENT THAT FEDERAL LAW DOES NOT SPECIFY THE APPROPRIATE RULE OF DECISION FOR A PARTICULAR MATTER AT ISSUE, IT IS THE INTENTION AND AGREEMENT OF THE PARTIES TO THIS AGREEMENT THAT THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES (EXCEPT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) SHALL BE ADOPTED AS THE GOVERNING FEDERAL RULE OF DECISION.

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

Section 11.14 Submission to Jurisdiction; Etc. By execution and delivery of this Agreement, the Borrower irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of (i) the courts of the United States for the District of Columbia; (ii) the courts of the United States in and for the Southern District of New York in New York County; (iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found; (iv) the state courts of the District of Columbia and New York County; and (v) appellate courts from any of the foregoing;

(b) consents that any such action or proceeding may be brought in or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees to irrevocably designate and appoint an agent satisfactory to DOE for service of process in New York under this Agreement and any other Financing Document governed by the laws of the State of New York, with respect to any action or proceeding in New York, as its authorized agent to receive, accept and confirm receipt of, on its behalf, service of process in any such proceeding. The Borrower agrees that service of process, writ, judgment or other notice of legal process upon said agent shall be deemed and held in every respect to be effective personal service upon it. The Borrower shall maintain such appointment (or that of a successor satisfactory to DOE) continuously in effect at all times while the Borrower is obligated under this Agreement;


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(d) agrees that nothing herein shall (i) affect the right of any Secured Party to effect service of process in any other manner permitted by law, or (ii) limit the right of any Secured Party to commence proceedings against or otherwise sue the Borrower or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the extent, permitted by the Applicable Laws; and

(e) agrees that judgment against it in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction within or outside the U.S. by suit on the judgment or otherwise as provided by law, a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and amount of the Borrower’s obligation.

Section 11.15 Entire Agreement. This Agreement, including any agreement, document or instrument attached to this Agreement or referred to herein, integrates all the terms and conditions mentioned herein or incidental to this Agreement and supersedes all prior oral negotiations, agreements and understandings of the parties to this Agreement in respect to the subject matter of this Agreement made prior to the date hereof.

Section 11.16 Benefits of Agreement. Nothing in this Agreement or any other Financing Document, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors and permitted assigns hereunder or thereunder, any benefit or any legal or equitable right or remedy under this Agreement. FFB is an intended third party beneficiary of, with enforceable rights and remedies under this Agreement, in respect of those provisions in Article III (Payments; Prepayments), Article V (Conditions Precedent), and Article XI (Miscellaneous) that refer to rights of or payments to FFB; provided that in the event of any conflict between any provision of this Agreement and the Note or the Note Purchase Agreement, as between FFB and the Borrower, the terms of the Note and the Note Purchase Agreement shall govern.

Section 11.17 Headings. Paragraph headings have been inserted in the Financing Documents as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of the Financing Documents and shall not be used in the interpretation of any provision of the Financing Documents.

Section 11.18 Counterparts; Electronic Signatures.

(a) This Agreement may be executed in one or more duplicate counterparts and when executed by all of the parties shall constitute a single binding agreement.

(b) Except to the extent applicable law would prohibit the same, make the same unenforceable or affirmatively requires a manually executed counterpart signature, (i) the delivery of an executed counterpart of a signature page of this Agreement by emailed .pdf or any other electronic means approved by DOE in writing (which may be via email) that reproduces an image of the actual executed signature page shall be as effective as the delivery of a manually executed counterpart of this Agreement, and (ii) if agreed by DOE in writing (which may be via email) with respect to this Agreement, the delivery of an executed counterpart of a signature page of this Agreement by electronic means that types in the signatory to a document as a “conformed signature” from an email address approved by DOE in writing (which may be via email) shall be as effective as the delivery of a manually executed counterpart of this Agreement. In furtherance of the foregoing, the words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby or thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records


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Act, or any other similar state laws based on the Uniform Electronic Transactions Act. As used herein, “Electronic Signature” has the meaning assigned to it by 15 U.S.C. §7006, as it may be amended from time to time.

Section 11.19 No Partnership; Etc. The Secured Parties and the Borrower intend that the relationship between them shall be solely that of creditor and debtor. Nothing contained in this Agreement or in any other Financing Document shall be deemed or construed to create a partnership, tenancy-in-common, joint tenancy, joint venture or co-ownership by, between or among the Secured Parties and the Borrower or any other Person. The Secured Parties shall not be in any way responsible or liable for the indebtedness, losses, obligations or duties of the Borrower or any other Person with respect to the Project or otherwise. All obligations to pay Real Property expenses, Project Mining Claims expenses and KVP Mining Claims expenses or other taxes, assessments, insurance premiums, and all other fees and expenses in connection with or arising from the ownership, operation or occupancy of the Project or any other assets and to perform all obligations under the agreements and contracts relating to the Project or any other assets shall be the sole responsibility of the Borrower.

Section 11.20 Independence of Covenants. All covenants hereunder and under the other Financing Documents shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

Section 11.21 Marshaling. Neither DOE nor FFB nor any other Secured Party shall be under any obligation to marshal any assets in favor of the Borrower or any other Person or against or in payment of any or all of the Secured Obligations.

[NO FURTHER TEXT ON THIS PAGE; SIGNATURES FOLLOW]


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, all as of the day and year first above mentioned.

LITHIUM NEVADA CORP.,

a Nevada corporation,

as Borrower

By: Signed “Pablo Mercado”

Name: Pablo Mercado

Title: Director & Treasurer

[Signature Page to Thacker Pass - Loan Arrangement and Reimbursement Agreement]

U.S. DEPARTMENT OF ENERGY,

an agency of the Federal Government of the United States of America

By: Signed “Hernan T. Cortes”

Name: Hernan T. Cortes

Title: Director, Loan Guarantee Origination Division Loan Programs Office

[Signature Page to Thacker Pass - Loan Arrangement and Reimbursement Agreement]

Annex I

Definitions

“Acceptable Bank” means a bank or financial institution or branch office thereof in New York, New York organized under or licensed under the laws of the United States or any state thereof, which has a rating for its long-term unsecured and unguaranteed Indebtedness of “A-”/Stable outlook or higher by S&P or Fitch or “A3” or higher by Moody’s, using the lowest rating of the aforementioned three (3) rating firms.

“Acceptable Credit Support” means an Acceptable Letter of Credit or other credit support acceptable to DOE.

“Acceptable Delivery Method” means, with respect to any certificate, document or other item required to be delivered by an Acceptable Delivery Method hereunder:

(a) transmission, by an Authorized Transmitter, of such certificate, document or other item in Electronic Format, together with the Transmission Code;

(b) delivery of a manually executed original of such certificate, document or other item; or

“Acceptable Letter of Credit” means an unconditional, irrevocable standby letter of credit, in form and substance satisfactory to the Collateral Agent (acting on the instructions of DOE) issued by an Acceptable Bank, payable in New York in Dollars, substantially in the form of Exhibit B (Form of Letter of Credit) of the Affiliate Support Agreement or otherwise on terms satisfactory to DOE and meeting the following requirements:

(a) the initial expiration date thereof shall be at least twelve (12) months beyond the date of issuance, and shall automatically renew upon its expiration (which renewal period shall be at least twelve (12) months) unless, at least sixty (60) days prior to any such expiration, the issuer shall provide the Collateral Agent and DOE with a notice of non-renewal of such letter of credit;

(b) upon either (i) receipt of any non-renewal notice, or (ii) ten (10) Business Days after the issuer ceases to be an Acceptable Bank, in each case, the Collateral Agent shall be entitled to draw the entire face amount of such letter of credit (unless the Collateral Agent shall have received a replacement Acceptable Letter of Credit in accordance with the terms of the relevant Financing Document(s) or amounts have been deposited in the applicable Project Account such that the amount on deposit therein, when aggregated with the face amount available to be drawn under any other applicable Acceptable Letter of Credit then outstanding is equal to or greater than the amount required to be on deposit in the relevant Project Account pursuant to the Financing Documents);

(c) the Collateral Agent shall be named sole beneficiary under such letter of credit and entitled to draw amounts thereunder pursuant to its terms;

(d) with respect to any Acceptable Letter of Credit delivered in connection with any Project Account, such letter of credit shall be drawable in all cases in which the Accounts Agreement provides for a transfer of funds from such Project Account;

(e) there shall be no conditions to any drawing thereunder other than the submission of a drawing request substantially in the form attached to such letter of credit;


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(f) no agreement, instrument or document executed in connection with any Acceptable Letter of Credit shall: (i) include an obligation of any Borrower Entity (other than the Sponsor) or any Secured Party to make any reimbursement or any other payment to the issuer thereof or otherwise with respect to such Acceptable Letter of Credit; or (ii) provide the issuer thereof or any other Person with any claim, subrogation right or other right or remedy against or other recourse to the Borrower, any Secured Party or against any Collateral or other Property of any thereof, whether for costs of issuance or maintenance, reimbursement of amounts drawn under such Acceptable Letter of Credit or otherwise;

(g) such letter of credit shall be subject to International Standby Practices 1998, International Chamber of Commerce Publication No. 590, as amended, modified or supplemented and in effect from time to time and as to any matter not governed thereby, governed by and construed in accordance with the laws of the State of New York;

(h) no agreement, instrument or document executed in connection with any Equity Support L/C shall (i) obligate any Secured Party to make any reimbursement or any other payment to the issuer thereof or otherwise with respect to such Equity Support L/C; or (ii) provide the issuer thereof or any other Person with any claim against or other recourse to any Secured Party or against any Collateral or other Property of any thereof, whether for costs of issuance or maintenance, reimbursement of amounts drawn under such Equity Support L/C or otherwise; and

(i) if, as of any date, the issuer of an Equity Support L/C is no longer an Acceptable Bank (such date, the “Downgrade Date”), the entire amount available to be drawn under such Equity Support L/C may be drawn in accordance with the terms thereof by DOE, unless within twenty (20) Business Days of the Downgrade Date a substitute Equity Support L/C satisfying the applicable requirements of this Agreement is issued by an Acceptable Bank, and/or (to the extent permitted under this Agreement) Equity Support Cash Collateral is provided, in replacement thereof.

“Accounts Agreement” means the Collateral Agency and Accounts Agreement entered into as of the Execution Date by and among the Borrower, DOE, the Collateral Agent and the Depositary Bank.

“Additional Equity Contributions” has the meaning given to such term in the Affiliate Support Agreement.

“Additional Major Project Document” means (a) any contract or agreement entered into by the Borrower subsequent to the Execution Date, under which (i) the Borrower is reasonably expected to have aggregate obligations or liabilities in excess of (x) for any contract or agreement entered into prior to the Project Completion Date, [Redacted — commercially sensitive information] over any rolling twelve (12) month period during its term; (y) for any contract or agreement entered into on or after the Project Completion Date, [Redacted — commercially sensitive information] over any rolling twelve (12) month period during its term; or (z) the Operating Contract Threshold (as defined in the Mining Agreement) or (ii) the breach, non-performance, cancellation or early termination of which could reasonably be expected to materially and adversely affect the Borrower or the Project or otherwise have a Material Adverse Effect [Redacted — commercially sensitive information].

“Administrative Fee” means an administrative fee equal to [Redacted — commercially sensitive information], to be paid by the Borrower to DOE on the Execution Date.

“Advance” means an advance of funds by FFB to the Borrower under the Note as may be requested by the Borrower from time to time during the Availability Period.

“Advance Date” means the date on which FFB makes any Advance to the Borrower.


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“Advance Request” has the meaning given to such term in Section 2.03(a) (Advance Requests).

“Advance Request Approval Notice” means the written notice from DOE included in an FFB Advance Request advising FFB that such FFB Advance Request has been approved by or on behalf of DOE.

[Redacted — seriously prejudicial]

“Affected Property” means any portion of the Project or the Collateral that is lost, destroyed, damaged or otherwise affected by an Event of Loss.

“Affiliate” means, as applied to any Person, (a) any other Person directly or indirectly controlling, controlled by, or under common control with, that Person; and (b) in addition, in the case of any Person that is an individual, each member of such Person’s immediate family, any trusts or other entities established for the benefit of such Person or any member of such Person’s immediate family and any other Person controlled by any of the foregoing. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote [Redacted — seriously prejudicial] or more of the securities having ordinary voting power for the election of directors of such Person; or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

“Affiliate Indemnification Agreement” means the indemnification agreement entered into between the Sponsor and the Borrower and acceptable to DOE whereby the Sponsor expressly indemnifies the Borrower from any risk related to the Property owned by Lithium Americas (Argentina) Corp. in Argentina.

“Affiliate Support Agreement” means the affiliate support, share retention and subordination agreement, dated as of the Execution Date, entered into by and among the Borrower Entities and DOE.

“Aggregate Capitalized Interest” means, with respect to any requested Advance, the aggregate amount of interest that has been capitalized and will be capitalized on all Advances then made to the Borrower under the Note (including, for the avoidance of doubt, such requested Advance) as determined in accordance with the Notes.

“Aggregate Interest During Capitalization Period” means, with respect to any requested Advance, the aggregate amount of interest on all then outstanding Advances (including, for the avoidance of doubt, such requested Advance) that has accrued and will accrue until and including the Payment Date immediately preceding the First Interest Payment Date (regardless of whether such interest has been capitalized, will be capitalized, or otherwise).

[Redacted — seriously prejudicial]

“Agreement” has the meaning given to such term in the preamble hereto.

“ALTA” means the American Land Title Association headquartered in Washington D.C.

“ALTA Survey” means the ALTA survey prepared with respect to the Insured Real Property, as described in Section 5.01(r)(i) (Real Estate).

“Annual Reporting Date” has the meaning given to such term in [Redacted — seriously prejudicial].


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“Anti-Corruption Laws” means all laws concerning or relating to anti-bribery, anti-corruption, and anti-kickback matters in the public or private sector, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada), as amended, the Criminal Code (Canada), as amended, or, in each case, any similar laws.

“Anti-Money Laundering Laws” means the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the PATRIOT Act, the Anti-Money Laundering Act of 2020, the Money Laundering Control Act, the rules and regulations thereunder, applicable Executive Orders, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Criminal Code (Canada) and any other Applicable Laws relating to money laundering, terrorist financing, or financial recordkeeping and recording requirements administered or enforced by any United States of America or Canada governmental agency, or any other jurisdiction in which any Borrower Entity operates or conducts business.

“Applicable Law” means, with respect to any Person, any constitution, statute, law, rule, regulation, code, ordinance, treaty, judgment, order or any published directive, guideline, requirement or other governmental rule or restriction which has the force of law, by or from a court, arbitrator or other Governmental Authority having jurisdiction over such Person or any of its properties, whether in effect as of the date of this Agreement or as of any date hereafter.

“Application” has the meaning given to such term in the preliminary statements.

[Redacted — seriously prejudicial]

“Aquatech” means Aquatech International LLC, a Delaware limited liability company.

“Aquatech Purchase Agreement” means the Aquatech Equipment Purchase Agreement, by and between Aquatech and the Borrower, dated January 31, 2023 (as amended by that certain Amendment #1 to other Equipment Purchase Agreement, dated as of May 24, 2024).

“ATVM Program” means the Advanced Technology Vehicles Manufacturing Incentive Program authorized by ATVM Statute and administered by DOE.

“ATVM Regulations” means the final regulations located at 10 C.F.R. Part 611 and any other applicable regulations from time to time promulgated by DOE to implement the ATVM Statute.

“ATVM Statute” means Section 136 of the Energy Independence and Security Act of 2007 (Pub. L. 110-140, 121 Stat. 1492, 151(4)), as amended from time to time.

“Authorized Transmitter” means, with respect to delivery of documentation: (a) by any Borrower Entity to DOE, the list of individuals designated as Authorized Transmitters set forth in the relevant certificate delivered pursuant to Section 5.01(f) (Organizational Documents); [Redacted — seriously prejudicial]; and (c) by the Borrower to FFB, each of the individuals listed on the Certificate Specifying Authorized Borrower Officials (as defined in the FFB Documents).

“Availability Period” means the period commencing on the date all conditions precedent set forth in Section 5.01 (Conditions Precedent to the Execution Date) herein shall have been satisfied or waived in full until and including the earliest of:

(a) [Redacted – seriously prejudicial]

(b) [Redacted — seriously prejudicial]


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				Loan Arrangement and Reimbursement Agreement

(d) the date that occurs ten (10) months after the Substantial Completion Date; and

(e) the date of termination of obligations to disburse any undisbursed amounts of the Loan following the occurrence of any Event of Default.

“Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. §§ 101, et seq, as amended.

“Base Case Financial Model” means a mechanically sound financial model prepared by the Borrower in good faith, showing financial projections and underlying assumptions believed by the Borrower to be reasonable, in Excel form and otherwise in accordance with the Transaction Documents, that are set forth on a quarterly basis, for the period from the Execution Date to a date falling no sooner than five (5) years after the Maturity Date, which projections are: (a) consistent with the Construction Budget and Integrated Project Schedule; and (b) designed to demonstrate, among other things, compliance with the Projected Debt Service Coverage Ratio, [Redacted — seriously prejudicial], Debt Sizing Parameters and all other financial covenants in the Financing Documents from the first Payment Date until the Maturity Date. [Redacted — seriously prejudicial].

“Base Equity Account” has the meaning given to such term in the Accounts Agreement.

“Base Equity Commitment” has the meaning given to such term in the Affiliate Support Agreement.

“Base Equity Contribution” has the meaning given to such term in the Affiliate Support Agreement.

“Bechtel Construction Contract” means that certain Site Services Agreement, dated as of September 18, 2024, between the Borrower and the EPCM Contractor.

“BLM” has the meaning given to such term in the preliminary statements.

“BLM Plan of Operations” means the plan of operations for the Project approved by the BLM.

“Board” means the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower” has the meaning given to such term in the preamble hereto.

“Borrower Advance Date Certificate” has the meaning given to such term in Exhibit A-2 (Form of Borrower Advance Date Certificate).

“Borrower Entity” means each of:

(a) the Borrower;

(b) Direct Parent;

(d) the Subsidiary Guarantor; and


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(e) any Major Project Participant that is an Affiliate of any of the foregoing.

“Borrower Instruments” has the meaning given to such term in Section 3.2 (Borrower Instruments) of the Note Purchase Agreement.

[Redacted — seriously prejudicial]

“Broker’s Letter of Undertaking” means each letter delivered or to be delivered by the Borrower’s insurance broker to DOE, substantially in the form set out in Annex A (Form of Broker’s Letter of Understanding) to Schedule 7.03 (Insurance) or any other form acceptable to DOE.

“Budgeted Contingency” means [Redacted – seriously prejudicial].

“Business Day” means any day on which FFB and the Federal Reserve Bank of New York are both open for business.

“Calculation Date” means March 31, June 30, September 30 and December 31 of each calendar year.

“Capital Expenditures” means all expenditures that should be capitalized in accordance with the Designated Standards.

“Capital Lease” means, for any Person, any lease of (or other agreement conveying the right to use) any property of such Person that would be required, in accordance with the Designated Standards, to be capitalized and accounted for as a capital lease on a balance sheet of such Person.

“Cash Equivalents” means any of the following, to the extent owned by the Borrower free and clear of all Liens (other than Liens created under the Security Documents):

(a) direct obligations of the United States (including obligations issued or held in book-entry form on the books of the United States Department of the Treasury) or obligations, the timely payment of principal and interest of which is fully guaranteed by the United States maturing not more than one hundred eighty (180) days from the date of the creation thereof;

(b) obligations, debentures, notes or other evidence of Indebtedness issued or guaranteed by any agency or instrumentality of the United States maturing not more than one hundred eighty (180) days from the date of the creation thereof;

(c) interest-bearing demand or time deposits (including certificates of deposit) that are held in banks with a general obligation rating of not less than “A-” by S&P or the equivalent rating by Moody’s, or if not so rated, secured at all times, in the manner and to the extent provided by law, by Collateral described in clause (a) or (b) of this definition, of a market value of no less than the amount of moneys so invested maturing not more than one hundred eighty (180) days from the date of the creation thereof;

(d) commercial paper rated (on the date of acquisition thereof) at least “A-1” or “P-1” or equivalent by S&P or Moody’s, respectively (or an equivalent rating by another nationally recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating commercial paper), maturing not more than ninety (90) days from the date of creation thereof;

(e) money market funds, so long as such funds are rated “Aaa” by Moody’s and “AAA” by S&P; and


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(f) any Advances, loans or extensions of credit or any stock, bonds, notes, debentures or other securities as DOE may from time to time approve.

“Cash Flow Available for Debt Service” means,for any period, the sum determined in accordance with the Borrower’s Designated Standard for such period of Project revenue (excluding non-cash items and extraordinary revenues, but including delay liquidated damages received and business interruption insurance received during such period for an event that occurred during such period) received during such period, minus: (a) cash operating and maintenance expenses; (b) increases in working capital; (c) Taxes paid with cash; (d) Sustaining Capital Expenditures; (e) Miner Capital Asset Payments, and (f) TLT Payments.

“Cash Sweep Mandatory Prepayment” has the meaning given to such term in Section 3.05(c)(i)(F) (Mandatory Prepayments).

“Certificate Specifying Authorized Borrower Officials” has the meaning given to such term in the Note Purchase Agreement.

“Certified Environmental Manager” means a natural person certified by the Nevada Division of Environmental Protection pursuant to NAC 459.972 that has passed an examination pursuant to NAC 459.9726.

“Change of Control” means:

(a) any failure of the Sponsor to Control the Borrower, the Subsidiary Guarantor or the Direct Parent;

(b) (i) prior to the Sponsor Cut-Off Date, [Redacted — seriously prejudicial], any failure of the Sponsor to own and control, directly or indirectly, [Redacted — commercially sensitive information] (by both vote and value) of the Equity Interests of the Borrower, the Direct Parent or any other Borrower Entity (excluding the Sponsor);and (ii) after the Sponsor Cut-Off Date [Redacted — seriously prejudicial], any failure of the Sponsor to own and control, directly or indirectly, more than [Redacted — commercially sensitive information] (by both vote and value) of the Equity Interests of the Borrower, the Direct Parent or any other Borrower Entity (excluding the Sponsor); provided that the Sponsor may not transfer, or cause the issuance of, any economic or voting securities in any Borrower Entity to a Prohibited Person or Debarred Person;

(c) (i) prior to the Sponsor Cut-Off Date, any member of the board of directors of any Borrower Entity (other than the Sponsor) being nominated or appointed by any person other than the Sponsor, the Sponsor’s wholly-owned subsidiaries or board members nominated by the Sponsor; and (ii) after the Sponsor Cut-Off Date, the number of directors of the board of directors of any Borrower Entity (other than the Sponsor) necessary for voting Control of such Borrower Entity being nominated or appointed by any person other than the Sponsor, the Sponsor’s wholly-owned subsidiaries or board members nominated by the Sponsor;

(d) any failure of the Direct Parent to directly own [Redacted — commercially sensitive information] (both by vote and value) of the Equity Interests of the Borrower;

(e) the date a person (other than a Qualified Public Company Shareholder or a person holding interests through a Qualified Investment Fund) first acquires direct or indirect ownership of [Redacted — commercially sensitive information] or more of the voting or economic interests in the Borrower or the Subsidiary Guarantor to the extent such person is a Prohibited Person or Debarred Person;


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				Loan Arrangement and Reimbursement Agreement

(f) prior to the Sponsor Cut-Off Date, any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than [Redacted — seriously prejudicial] a Qualified Transferee, achieving:

(i) the ability or power (whether pursuant to direct or indirect acquisition of the voting interest in outstanding equity interests of the Sponsor, special authority, contract, agency or in any other manner, and including all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time) to:

(A) exercise voting control over more than [Redacted — commercially sensitive information] on a fully diluted basis, of the voting interests in outstanding equity interests of the Sponsor, that can be exercised at the general meeting of equity holders of the Sponsor;

(B) appoint or remove all or more than [Redacted — commercially sensitive information] of the members of the management body of the Sponsor;

(C) control any operating or financial policies of the Sponsor which are binding upon the directors or equivalent personnel of the Sponsor; or

(D) direct the management or policies of the Sponsor; or

(ii) the ownership of more than [Redacted — commercially sensitive information] of that part of the issued capital of the Sponsor corresponding to ordinary shares or other equity interests having voting rights on a fully diluted basis;

(g) after the Sponsor Cut-Off Date, any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than [Redacted — seriously prejudicial] Qualified Transferee, achieving:

(i) the ability and power (whether pursuant to direct or indirect acquisition of the voting interest in outstanding equity interests of the Sponsor, special authority, contract, agency or in any other manner, and including all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time) to:

(A) exercise voting control over more than [Redacted — commercially sensitive information] ,on a fully diluted basis, of the voting interests in outstanding capital stock or other equity interest of the Sponsor, that can be exercised at the general meeting of equity holders of the Sponsor;

(B) appoint or remove all or more than [Redacted — commercially sensitive information] of the members of the management body of the Sponsor;

(C) control any operating or financial policies of the Sponsor which are binding upon the directors or equivalent personnel of the Sponsor; or

(D) direct the management or policies of the Sponsor; or


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				Loan Arrangement and Reimbursement Agreement

(ii) the ownership of more than [Redacted — commercially sensitive information] of that part of the issued capital of the Sponsor corresponding to ordinary shares or of other equity interests having voting rights on a fully diluted basis;

(h) at any time, [Redacted — seriously prejudicial] a Qualified Transferee achieving:

(B) appoint or remove all or more than [Redacted — commercially sensitive information] of the members of the management body of the Sponsor;

(C) control any operating or financial policies of the Sponsor which are binding upon the directors or equivalent personnel of the Sponsor; or

(D) direct the management or policies of the Sponsor; or

(i) [Redacted — seriously prejudicial].

“Change Order” means any change order or variation order, amendment, supplement or modification in respect of any Construction Contract.

“Claims” has the meaning given to such term in Section 11.08(b) (Limitation on Liability).

“Closing Certificate” has the meaning given to such term in Section 5.01(g)(i) (Execution Date Certificates).

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“Collateral” means all real and personal property and all IP Collateral, in each case, which is subject, from time to time, to any Lien granted, or purported or intended to have been granted, pursuant to any Security Document, including (a) all real property, water rights and unpatented mining claims of the Borrower and the Subsidiary Guarantor (including a mortgage or deed of trust on all water rights, easements, leasehold and fee interests of the Borrower and the Subsidiary Guarantor and, to the extent legally permissible, all Project Mining Claims and, subject to Section 9.01(i)(iii) (Activity of Subsidiary Guarantor), KVP Mining Claims, and rights to minerals legally extractable under the Project Mining Claims and, subject to Section 9.01(i)(iii) (Activity of Subsidiary Guarantor), KVP Mining Claims); (b) all personal property of the Borrower and the Subsidiary Guarantor (including all Project Documents and [Redacted — seriously prejudicial]); (c) all intangible assets and Intellectual Property of the Borrower and the Subsidiary Guarantor, including licenses therefor; (d) all cash and investments of the Borrower and the


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				Loan Arrangement and Reimbursement Agreement

Subsidiary Guarantor, including any intercompany debt, whether or not in controlled accounts, including the Project Accounts and the Company Accounts; (e) all other assets of the Borrower and the Subsidiary Guarantor; and (f) all Equity Interests in the Borrower and the Subsidiary Guarantor; provided that Collateral shall not include Excluded Assets.

[Redacted — seriously prejudicial]

“Collateral Agent” means Citibank, N.A., acting through its Agency and Trust Division, in its capacity as collateral agent for the benefit of the Secured Parties, or any successor collateral agent appointed from time to time pursuant to the Accounts Agreement.

[Redacted — seriously prejudicial]

“Community Benefits Plan and Justice40 Annual Report” has the meaning given to such term in Section 8.02(c)(iii) (Labor Reporting and Justice40 Initiative Reporting Requirements).

“Company Accounts” has the meaning given to such term in the Accounts Agreement.

“Compliance Certificate” has the meaning given to such term in Section 8.01(c) (Compliance Certificates).

“Comptroller General” means the Comptroller General of the United States.

“Conditional Commitment Letter” has the meaning given to it in the preliminary statements.

“Construction Account” has the meaning given to such term in the Accounts Agreement.

“Construction Budget” means the Initial Construction Budget, as updated, amended or supplemented from time to time pursuant to the terms hereof.

[Redacted — seriously prejudicial]

“Construction Contingency Reserve Account” has the meaning given to such term in the Accounts Agreement.

“Construction Contract” means, each of:

(a) the EPCM Agreement;

(b) the Aquatech Purchase Agreement;

(d) the IHT Rider Build Agreement;

(e) [Redacted — seriously prejudicial]

(f) any other contracts, agreements and other documents, including all subcontracts (including Major Subcontracts) and all related guarantees or other credit support instruments in each case necessary for Project Construction;


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				Loan Arrangement and Reimbursement Agreement

(g) to the extent applicable, one or more construction interface contracts executed by material contractors governing the interface of construction activities on the Project Site and corresponding risk/liability allocation; and

(h) any other document designated as a Construction Contract by the Borrower and DOE.

“Construction Contractor” means any party to any Construction Contract, excluding the Borrower.

“Construction Progress Report” means a monthly summary construction report, certified by the Borrower and the Independent Engineer as correct and not misleading in any material respect, which shall include:

(a) a detailed assessment of the Project’s performance in comparison with the Construction Budget and Integrated Project Schedule, in each case, then in effect for such period, including:

(i) basic data relating to construction of the Project;

(ii) a description and explanation of any Event of Loss, [Redacted — seriously prejudicial] or other material disputes between the Borrower and any Person relating to construction of the Project; and

(iii) [Redacted — seriously prejudicial]

(b) an updated Integrated Project Schedule and an updated Construction Budget, [Redacted — seriously prejudicial] (or certification that no changes or updates are then required);

(d) a statement that the aggregate amount expended for each Punch List Item does not exceed the aggregate amount budgeted for such cost in the Construction Budget, [Redacted — seriously prejudicial].

“Contest Claim” means any Tax or any Lien or other claim or payment of any nature.

“Contingent Obligations” means, as to any Person, any obligation of such Person with respect to any Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, as a guarantee or otherwise:

(a) for the purchase, payment or discharge of any such primary obligation;

(b) to purchase, repurchase or otherwise acquire such primary obligations or any property constituting direct or indirect security therefor, including the obligation to make take or pay or similar payments;

(d) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor;


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				Loan Arrangement and Reimbursement Agreement

(e) to purchase property, securities or services primarily for the purpose of assuring the holder of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; or

(f) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof, including with respect to letter of credit obligations, swap agreements, foreign exchange contracts and other similar agreements (including agreements relating to derivative instruments);

provided that, (i) the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the Ordinary Course of Business; and (ii) the amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“Contract Party” means any contractor, subcontractor (including any lower tier subcontractor) or other entity (other than the Borrower but including, if applicable, the Sponsor or any other Borrower Entity) that is party to a Davis-Bacon Act Covered Contract; it being understood that the foregoing exclusion of the Borrower from the definition of Contract Party in no way affects the Borrower’s Davis-Bacon Act obligations as set forth in this Agreement.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the power, directly or indirectly, to direct or cause the direction of the management or business or policies of a Person (whether through the ownership of voting securities or partnership or other ownership interests, by contract, or otherwise); and the words “Controlling”, “Controlled”, and similar constructions shall have corresponding meanings.

“Copyrights” means any and all (a) copyright rights in any work subject to copyright laws of the United States or any other jurisdiction, whether as author, assignee, transferee or otherwise, including Mask Works (as defined under 17 U.S.C. § 901 of the U.S. Copyright Act) (in each case, whether registered or unregistered); and (b) registrations and applications for registration of any such copyrights, including registrations, extensions, renewals recordings, supplemental registrations and pending applications for registration in the United States Copyright Office or any foreign equivalent office.

“Cost Overrun” means any actual aggregate Pre-Completion Costs of achieving Project Completion in excess of the total amount of Pre-Completion Costs set forth in the Construction Budget (excluding any costs incurred and paid for prior to the start date of the Construction Budget and not counted towards the Base Equity Commitment or Funded Completion Support Commitment), including (a) any liquidated damages payable by the Borrower under any applicable Project Document; (b) any Debt Service and other costs and expenses under the Financing Documents payable prior to Project Completion; and (c) all other costs, expenses and liabilities incurred as a result of any delay in achieving Project Completion [Redacted — seriously prejudicial].

“CPA Goods” means any equipment, materials or commodities procured, contracted or obtained for the Project, the cost of which has been or is projected to be paid or reimbursed with proceeds of any Advance, and that may be transported by ocean vessel.

“Credit Subsidy Cost” means the “cost of a direct loan,” as defined in Section 502(5)(B) of FCRA.


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				Loan Arrangement and Reimbursement Agreement

“Currency of Denomination” has the meaning given to such term in Section 11.06 (Judgment Currency).

“Data Protection Laws” means any and all foreign or domestic (including U.S. federal, state and local) Applicable Laws relating to the privacy, security, notification of breaches, Processing of any data or information that identifies or can be used to identify an individual, household or device, whether directly or indirectly, in each case, in any manner applicable to any Borrower Entity or any of its Subsidiaries.

“Davis-Bacon Act” means Subchapter IV of Chapter 31 of Part A of Subtitle II of Title 40 of the United States Code, including and as implemented by the regulations set forth in Parts 1, 3 and 5 of title 29 of the Code of Federal Regulations.

“Davis-Bacon Act Covered Contract” means any contract, agreement or other arrangement for the construction, alteration or repair (within the meaning of Section 276(a) of the Davis-Bacon Act and 29 C.F.R. 5.2) of all or any portion of the Project.

“Davis-Bacon Act Requirements” means the requirement that all laborers and mechanics employed by contractors or subcontractors during construction, alteration, or repair that is financed, in whole or in part, by the Loan shall be paid wages at rates not less than those prevailing on similar construction in the locality, as determined by the Secretary of Labor in accordance with the Davis-Bacon Act, and all regulations related thereto, including those set forth in 29 CFR 5.5, and all notice, reporting and other obligations related thereto as required by DOE, including the obligations under Section 7.18 (Davis-Bacon Act) and the inclusion of the provisions in Schedule 7.18 (Davis-Bacon Act Contract Provisions) and the appropriate wage determination(s) of the Secretary of Labor in each Davis-Bacon Act Covered Contract.

“DBA Compliance Matter” means any deviation from compliance with the applicable Davis-Bacon Act Requirements.

“DBA Compliance Matter Contractor” means the DBA Contract Party that is party to the Davis-Bacon Act Covered Contract giving rise to the DBA Compliance Matter.

“DBA Contract Party” means any contractor, subcontractor (including any lower tier subcontractor) or other Person (other than any Borrower Entity) that is party to a Davis-Bacon Act Covered Contract.

“Debarment Regulations” means all of the following (a) Subpart 9.4 (Debarment, Suspension, and Ineligibility) of the Federal Acquisition Regulations, 48 C.F.R. 9.400 – 9.409; and (b) the Government-wide Debarment and Suspension (Non-procurement) regulations (Common Rule), 2 C.F.R. 200.214 implementing Executive Orders 12549 and 12689, and 2 C.F.R. Part 180, as supplemented by 2 C.F.R. Part 901.

“Debarred Person” means any Person:

(a) that is debarred, suspended, proposed for debarment with a final determination still pending, declared ineligible or voluntarily excluded (as such terms are defined in any of the Debarment Regulations) from contracting with the U.S. government, any department or agency or instrumentality thereof or otherwise participating in procurement or non-procurement transactions with the U.S. government, any department or agency or instrumentality thereof pursuant to any of the Debarment Regulations;


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				Loan Arrangement and Reimbursement Agreement

(b) that has been indicted, convicted or has had a Governmental Judgment rendered against it for any of the offenses listed in any of the Debarment Regulations;

(c) subject to a “statutory disqualification”, as defined in Section 3(a)(39) of the Securities Exchange Act of 1934, as amended; or

(d) whose direct or indirect owners of [Redacted — commercially sensitive information] or more of its Equity Interests, by value or vote, include any Debarred Person listed above.

“Debt Service” means, with respect to any period, the sum of scheduled principal, interest, fees and other scheduled amounts paid or to be paid under the Financing Documents.

“Debt Service Reserve Account” has the meaning given to such term in the Accounts Agreement.

“Debt Sizing Parameters” means the minimum Project Debt Service Coverage Ratio shall not be less than [Redacted — commercially sensitive information] for each consecutive twelve (12)-month period ending on the last day of each fiscal quarterly period following the [Redacted – seriously prejudicial] up to (and including) the Payment Date immediately prior to the Maturity Date (provided, however, that the Loan shall be sized for each three (3)-month period beginning with the three (3)-month period ending July 31, 2032, and ending with the three (3)-month period ending April 30, 2033, such that the minimum Projected Debt Service Coverage Ratio for each such period shall not be less than [Redacted — commercially sensitive information]).

“Deed of Trust” means the Deed of Trust with Power of Sale, Assignment of Rents and Leases, Security Agreement and Fixture Filing and the Leasehold Deed of Trust with Power of Sale, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated on or about Execution Date, by the Borrower trustors, in favor of the trustee named therein for the benefit of the Collateral Agent, as beneficiary, encumbering the Project Site (including, for the avoidance of doubt, all water rights, easements, leasehold and fee interests of the Borrower and the Subsidiary Guarantor and, to the extent legally permissible, all Project Mining Claims and, subject to Section 9.01(i)(iii) (Activity of Subsidiary Guarantor), KVP Mining Claims, and rights to minerals legally extractable under the Project Mining Claims and, subject to Section 9.01(i)(iii) (Activity of Subsidiary Guarantor), KVP Mining Claims), in form and substance acceptable to DOE.

“Default” means any event or circumstance that with the giving of notice, the lapse of time, or both would become an Event of Default.

“Depositary Bank” means Citibank, N.A., acting through its Agency and Trust Division, in its capacity as depositary bank, or any depositary bank appointed from to time to time pursuant to the Accounts Agreement.

“Designated Purchaser” has the meaning given to such term in the Offtake Agreement.

“Designated Standard” means:

(a) with respect to the Borrower Entities, GAAP, except for (i) the financial statements to be delivered pursuant to Section 5.01(u) (Financial Statements; Projections) as a condition precedent to the Execution Date and (ii) the financial statements for the fiscal year of 2024, which financial statements may be prepared in accordance with IFRS (provided that, unless such standards are GAAP, any annual Financial Statements prepared in accordance therewith shall include a reconciliation to GAAP, [Redacted — seriously prejudicial]); and


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				Loan Arrangement and Reimbursement Agreement

(b) with respect to any Person other than a Borrower Entity, any of GAAP, IFRS or other applicable and appropriate generally accepted accounting principles to which such Person is subject and that may be applicable thereto from time to time.

“Direct Agreement” means each direct agreement entered into among the relevant Borrower Entity, a Major Project Participant and the Collateral Agent in respect of a Major Project Document [Redacted — seriously prejudicial] .

[Redacted — seriously prejudicial]

“Direct Parent” means 1339480 B.C. Ltd., a corporation organized under the laws of the Province of British Columbia, Canada.

“Disposition” means, with respect to any property or assets, any single or series of related sales, transfers, conveyances, leases, licenses or other dispositions thereof, and the terms “Dispose” and “Disposed of” shall have correlative meanings; provided that the term “Disposition” shall not include the creation or existence of any Permitted Lien, so long as no ownership is transferred to any party pursuant thereto.

“DOE” has the meaning given to such term in the preamble hereto.

“DOE Default Interest Rate” has the meaning given to such term in Section 4.01(c) (Reimbursement and Other Payment Obligations).

“DOE Extraordinary Expenses” means, in connection with any technical, financial, legal or other difficulty experienced by the Project (e.g., engineering failure or financial workouts) that requires DOE to incur time or expenses (including third party expenses) beyond standard monitoring and administration of the Financing Documents, the amounts that DOE determines are required to: (a) reimburse DOE for its additional internal administrative costs (including any costs to determine whether an amendment or modification would be required that could constitute a “modification” (as defined in Section 502(9) of FCRA)); and (b) any related fees and expenses of the Secured Party Advisors to the extent not paid directly by on or behalf of the Borrower.

“DOL” means the United States Department of Labor.

“Dollars” or “USD” or “$” means the lawful currency of the United States.

“Downgrade Date” has the meaning given to such term in the definition of “Acceptable Letter of Credit”.

“DPA Grant” means the Technology Investment Agreement by and between the Borrower and the United States, effective as of August 5, 2024, related to the U.S. Department of Defense, Defense Production Act (DPA) Title III Grant, Expansion of Domestic Production Capability and Capacity.

“Drawstop Notice” has the meaning given to such term in Section 2.04(b)(i) (Issuance).

“Electronic Certified Payroll System” means any electronic certified payroll reporting software that is compliant with the certified payroll requirements outlined in 29 CFR 5.5(a)(3)(ii).

“Electronic Format” means an unalterable electronic format (including portable document format (.pdf)) with a reproduction of signatures where required or such other format as shall be mutually agreed between the Borrower and DOE.


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				Loan Arrangement and Reimbursement Agreement

“Electronic Signature” has the meaning given to such term in Section 11.18(b) (Counterparts; Electronic Signatures).

“Eligibility Effective Date” means January 31, 2023.

“Eligible Applicant” has the meaning given to such term in the ATVM Regulations.

“Eligible Project” has the meaning given to such term in the ATVM Regulations.

“Eligible Project Costs” means Project Costs that satisfy each of the following conditions: (a) DOE has determined (i) the Project Costs to be “eligible costs” in accordance with Section 611.102(a) of the ATVM Regulations; (ii) the Project Costs have not been paid and are not expected to be paid with (x) any U.S. federal grants, assistance or loans (excluding the Loan); or (y) other funds guaranteed by the U.S. Federal Government; (iii) the Project Costs were incurred after the Eligibility Effective Date; and (iv) the Project Costs do not constitute Cost Overruns; and (b) the Project Costs are identified in the Construction Budget. The funding of the Reserve Account Requirement for any Reserve Account (other than the Debt Service Reserve Account) shall not constitute Eligible Project Costs.

“Emergency” means an unforeseeable event, circumstance or condition (including as a result of an Event of Loss), that in the good faith judgment of the Borrower (and subsequently confirmed by the Independent Engineer using information and facts that were available to the Borrower at the time that the applicable mitigation measures were implemented) necessitates the taking of immediate measures to prevent or mitigate: (a) a life threatening situation, safety, security, environmental or regulatory non-compliance concern, including breach of any Applicable Law; or (b) to prevent or mitigate an event or circumstance not known or reasonably foreseeable prior to the preparation of the O&M Budget.

“Emergency Operating Costs” means those amounts required to be expended in order to prevent or mitigate an Emergency; provided that such expenditures are either: (a) payable under an insurance policy (in an aggregate amount not to exceed [Redacted — commercially sensitive information] in any twelve (12) month period); (b) payable by a warranty provided under any Project Document; or (c) in an amount that does not exceed [Redacted — commercially sensitive information] in any twelve (12) month period.

“Employee Benefit Plan” means, collectively, (a) all “employee benefit plans” (as defined in Section 3(3) of ERISA) including any Multiemployer Plans which are or at any time have been maintained or sponsored by any Borrower Entity or ERISA Affiliate or to which any Borrower Entity or ERISA Affiliate has ever made, or been obligated to make, contributions, or with respect to which any Borrower Entity or ERISA Affiliate has incurred or is likely to incur any liability or obligation, and (b) all Pension Plans.

“Environmental Claim” means any and all obligations, liabilities, losses, abatements, administrative, regulatory or judicial actions, suits, demands, decrees, claims, Liens, judgments, notices of noncompliance or violation, investigations, proceedings, clean-up, removal or remedial actions or orders, or damages or penalties relating in any way to any Environmental Law or [Redacted — seriously prejudicial], including (a) any and all Indemnity Claims by any Governmental Authority for enforcement, clean-up, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (b) any and all Indemnity Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the Release or threatened Release of Hazardous Substances, the violation or alleged violation of any Environmental Law or [Redacted — seriously prejudicial], or arising from alleged injury or threat of injury to human health, safety or the environment.


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				Loan Arrangement and Reimbursement Agreement

“Environmental Laws” means any and all foreign, Federal, state, provincial, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Applicable Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning (a) protection of the environment, natural resources, or human health or safety (including but not limited to mining health and safety); or (b) the presence, Release or threatened Release, generation, use, management, handling, transportation, treatment, storage, or disposal of Hazardous Substances, in each case of clause (a) and (b) as now or may at any time hereafter be in effect.

“EPCM Agreement” means the EPCM Agreement by and between the EPCM Contractor and the Borrower, dated November 19, 2022 (as supplemented by that certain Purchase Order No. 4500000274, dated as of January 13, 2023).

“EPCM Contractor” means Bechtel Infrastructure and Power Corporation, a Delaware corporation.

“Equity Contribution” has the meaning given to such term in the Affiliate Support Agreement.

[Redacted — seriously prejudicial]

“Equity Funding Commitment” has the meaning given to such term in the Affiliate Support Agreement.

“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests, including partnership interests, limited liability interests and trust beneficial interests, in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing and all rights (including, but not limited to, voting rights), and interests with respect to or derived from such equity interest.

“Equity Owner” means, with respect to any Person, another Person holding Equity Interests in such first Person.

“Equity Pledge Agreement” means the Equity Pledge Agreement entered into as of the Execution Date between the Direct Parent and the Collateral Agent in respect of the Direct Parent’s Equity Interests in the Borrower.

“Equity Refund” means the reimbursement of the Borrower for Eligible Project Costs incurred and paid by the Borrower prior to the First Advance Date in excess of the Base Equity Commitment.

“Equity Support L/C” has the meaning given to such term in the Affiliate Support Agreement.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means any person, trade or business (whether or not incorporated) that would be deemed at any relevant time to be: (a) a single employer with a Borrower Entity under Section 414(b), (c), (m) or (o) of the Code; or (b) under common control with a Borrower Entity under Section 4001 of ERISA.

“ERISA Event” means:

(a) a reportable event as defined in Section 4043 of ERISA with respect to a Pension Plan, other than those events as to which the notice period referred to in Section 4043(a) of ERISA has been


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				Loan Arrangement and Reimbursement Agreement

waived. Notwithstanding the foregoing, the existence of a failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA with respect to any Pension Plan shall be a reportable event for the purposes of this clause (a) regardless of the issuance of any waiver;

(b) a withdrawal by any Borrower Entity or ERISA Affiliate from a Pension Plan or the termination of any Pension Plan resulting in liability under Sections 4063 or 4064 of ERISA;

(c) the withdrawal of any Borrower Entity or ERISA Affiliate in a complete or partial withdrawal (within the meaning of Sections 4201, 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any liability with respect to such withdrawal, or the receipt by any Borrower Entity or ERISA Affiliate of notice from any Multiemployer Plan that it is insolvent within the meaning of Section 4245 of ERISA;

(d) the filing of a notice of intent to terminate any Pension Plan, or the treatment of a plan amendment as a termination, or the termination of any Pension Plan under Section 4041 or 4042 of ERISA, or the termination of any Multiemployer Plan under Section 4041A of ERISA; or the commencement of proceedings by the PBGC to terminate, or to appoint a trustee to administer, a Pension Plan or Multiemployer Plan;

(e) the present value of all non-forfeitable accrued benefits under any Pension Plan (using the actuarial assumptions utilized by the PBGC upon termination of an employee pension benefit plan subject to Title IV of ERISA) (in the opinion of DOE) materially exceeding the fair market value of the Pension Plan’s assets allocable to such benefits, all determined as of the most recent valuation date for each such Pension Plan;

(f) the imposition of liability on any Borrower Entity or ERISA Affiliate pursuant to Sections 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA;

(g) the failure by the Borrower or an ERISA Affiliate to make any required contribution under Section 412 or 430 of the Code to an Employee Benefit Plan, the failure to meet the minimum funding standard of Section 302 of ERISA or Section 412 of the Code with respect to any Pension Plan (whether or not waived), the failure to make by its due date a required installment under Section 303(j) of ERISA or Section 430(j) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan under Section 304 of ERISA or Section 431 of the Code;

(h) an event or condition that would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan;

(i) the imposition of any liability under Title I or Title IV of ERISA (other than PBGC premiums due but not delinquent under Section 4007 of ERISA) upon any Borrower Entity or ERISA Affiliate;

(j) an application for a funding waiver under Section 302(c) of ERISA or Section 412(c) of the Code with respect to any Pension Plan;

(k) the imposition of any Lien on any of the rights, properties or assets of any Borrower Entity or ERISA Affiliate, or the posting of a bond or other security by of such entities, in either case pursuant to Title I or IV of ERISA or to Section 412, 430, or 436 of the Code;

(l) the making of any amendment to any Pension Plan that could directly result in the imposition of a Lien or the posting of a bond or other security;


		Annex I-18		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

(m) the occurrence of a non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA);

(n) the determination that an Employee Benefit Plan’s qualification or tax-exempt status under Section 401(a) of the Code has been or could be revoked;

(o) a determination that any Employee Benefit Plan is, or is expected to be, in “at risk” status (within the meaning of Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code);

(p) the receipt by any Borrower Entity or ERISA Affiliate of any notice of the imposition of withdrawal liability or of a determination that a Multiemployer Plan is, or is expected to be, in “endangered” or “critical” status within the meaning of Section 305 of ERISA or Section 432 of the Code; or

(q) the occurrence of any Foreign Plan Event.

“Event of Default” has the meaning given to such term in Section 10.01 (Events of Default).

“Event of Force Majeure” means an event or circumstance beyond the reasonable control of, and not the result of the fault or negligence of, the Borrower, and that could not have been prevented by the exercise of reasonable diligence by the Borrower, including any act of God, fire, flood, severe weather, epidemic, pandemic, equipment failure, [Redacted — seriously prejudicial], change in Applicable Law, default by suppliers or contractors, quarantine restriction, explosion, sabotage, strike or other material labor disruption, act of war, act or threat of terrorism or riot or civil commotion.

“Event of Loss” means any condemnation, expropriation or taking (including by any Governmental Authority) of any portion of the Project or Collateral, or any other event that causes any portion of the Project or the Collateral to be damaged, destroyed or rendered unfit for normal use for any reason whatsoever, including through a failure of title (or defect therein) or any damage, destruction or loss of such property.

“Excess Advance Amount” means, on any date of determination with respect to any Advance under the Note, an amount equal to the total proceeds of such Advance that were (a) applied by the Borrower to reimburse itself for applicable Project Costs incurred and paid but which did not constitute Eligible Project Costs relating to the Note for which such Advance was sought; or (b) not applied by the Borrower to pay Eligible Project Costs incurred (and supported by invoices or other documentation reasonably acceptable to DOE) relating to the Note for which such Advance was sought.

“Excess Cash” has the meaning given to such term in Section 3.05(c)(i)(F) (Mandatory Prepayments).

“Excess Loan Amount” means the amount by which (a) the aggregate principal amount of all Advances made under the Note exceeds the Maximum Principal Amount, or (b) the aggregate capitalized interest under the Note exceeds the Maximum Capitalized Interest Amount.

“Excluded Assets” has the meaning given to such term in the Security Agreement.

“Execution Date” means the date on which all of the conditions precedent set out in Section 5.01 (Conditions Precedent to the Execution Date) have been satisfied or waived and this Agreement is fully executed and delivered by all parties hereto.

[Redacted — seriously prejudicial]


		Annex I-19		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Execution Date Conditions Precedent” has the meaning given to such term in Section 5.01 (Conditions Precedent to the Execution Date).

“EXP” means EXP U.S. Services, Inc., a Delaware corporation.

“EXP EPC Agreement” means the Engineering, Procurement, Construction Support, Commissioning and Start-Up Services Contract, dated as of February 21, 2023 (as supplemented by that certain Purchase Order No. 4500000323, effective as of February 21, 2023, as modified by that certain Change Order No. 1, dated as of August 16, 2023, that certain Change Order No. 2, dated as of November 1, 2023, that certain Change Order No. 3, effective as of January 1, 2024, that certain Change Order No. 4, effective as of May 3, 2024, that certain Change Notice No. 1, effective as of June 27, 2024).

“Extraordinary Amount” means any cash or other amounts or receipts received by, on behalf of or on account of the Borrower or, to the extent received in connection with the Project, any other Borrower Entity, not in the Ordinary Course of Business, including (a) indemnification payments; (b) any cash or other receipts in the nature of indemnification payments under or in respect of any acquisition documentation or any related documentation; and (c) any judgment or settlement proceeds, or other consideration of any kind received in connection with any cause of action or proceeding, in each case, minus any Taxes paid or payable and arising in connection with the receipt of such amounts; provided that, for the avoidance of doubt, Extraordinary Amounts shall not include (i) any payment in respect of performance liquidated damages or breach under any Major Project Document, (ii) Loss Proceeds, (iii) any payment as a result of the termination or repudiation of any Major Project Document, (iv) proceeds of any Disposition or (v) Issuance Proceeds.

“FCRA” means the Federal Credit Reform Act of 1990, P.L. 101-508, 104 Stat. 1388-609 (1990), as amended by P.L. 105-33, 111 Stat. 692 (1997).

“Federal Funding” means any funds obtained from the United States or any agency or instrumentality thereof, including funding under any other loan program.

“FFB” means the Federal Financing Bank, an instrumentality of the United States government created by the Federal Financing Bank Act of 1973, as amended, that is under the general supervision of the Secretary of the Treasury.

“FFB Advance Request” means the request for Advances required to be delivered pursuant to the terms of the Note, which shall be substantially in the form of Exhibit A (Form of Advance Request) to the Note Purchase Agreement.

“FFB Document” means each of:

(a) each Funding Agreement;

(b) the Secretary’s Affirmation; and

“Financial and Market Consultant” means Deloitte, or such other Person appointed from time to time by DOE to act as financial and market consultant in connection with the Project.

“Financial Officer” means, with respect to any Person, the general manager, any director, the chief financial officer, the controller, the treasurer or any assistant treasurer, any vice president of finance or any assistant vice president of finance or any other vice president or assistant vice president with significant responsibility for the financial affairs of such Person.


		Annex I-20		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Financial Statements” means, with respect to any Person, for any period, the balance sheet of such Person as at the end of such period and the related statements of income, stockholders’ equity and cash flows for such period and for the period from the beginning of the then-current Fiscal Year to the end of such period, together with all notes thereto and except in the case of the Borrower’s Historical Financial Statements, with comparable figures for the corresponding period of the previous Fiscal Year, each prepared (except where otherwise noted herein) in accordance with the Designated Standard.

“Financing Document” means each of:

(a) this Agreement;

(b) each FFB Document;

(d) each Security Document;

(e) each Acceptable Letter of Credit or other Acceptable Credit Support, if any, delivered pursuant to any Financing Document; and

(f) each other certificate, document, instrument or agreement executed and delivered by any Borrower Entity for the benefit of any Secured Party in connection with any of the foregoing.

“Financing Document Amounts” means any amounts payable or allegedly payable by the Borrower to FFB under any provision of any Financing Document, other than Section 4.01 (Reimbursement and Other Payment Obligations).

“First Advance” means the first Advance of the Loan occurring on the First Advance Date.

“First Advance Date” means the date on which the First Advance has been made in accordance with this Agreement.

[Redacted — seriously prejudicial]

“First Advance Request” means the date on which the Borrower submits a request for a First Advance.

[Redacted – seriously prejudicial]

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such Lien:

(a) has been validly created and perfected under all Applicable Law;

(b) is the only Lien to which such Collateral is subject, other than any Permitted Lien; and

“Fiscal Quarter” means the three (3)-month periods ending on March 31, June 30, September 30 and December 31 of each Fiscal Year.


		Annex I-21		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Fiscal Year” means with respect to:

(a) the Borrower, the period beginning on January 1 and ending on December 31; and

(b) any other Person, such Person’s financial year.

“Fitch means Fitch Ratings Ltd.

“Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement not subject to ERISA or Section 4975 of the Code, including any defined benefit pension plan maintained, contributed to or sponsored by any Borrower Entity or any of its Subsidiaries for the benefit of employees employed outside the United States, other than any such plan, program, policy, arrangement or agreement that is funded through a trust or funding vehicle maintained exclusively by a Governmental Authority.

“Foreign Plan Event” means, with respect to any Foreign Plan:

(a) the existence of unfunded liabilities in excess of the amount permitted under any Applicable Law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority;

(b) the failure to make the required contributions or payments, under any Applicable Law, on or before the due date for such contributions or payments;

(c) the receipt of a notice from a Governmental Authority relating to the intention to terminate any such Foreign Plan, or alleging the insolvency of any such Foreign Plan;

(d) the incurrence of liability by any Borrower Entity or any of its Subsidiaries under Applicable Law on account of the complete or partial termination of such Foreign Plan or the complete or partial withdrawal of any participating employer therein; or

(e) the occurrence of any transaction that is prohibited under any Applicable Law and that would reasonably be expected to result in the incurrence of any liability to any Borrower Entity or any of its Subsidiaries, or the imposition on any Borrower Entity or any of its Subsidiaries of any fine, excise tax or penalty resulting from any non-compliance with any Applicable Law.

“Form of Advance Request” has the meaning given to such term in Section 2.03(a) (Advance Requests).

“Form of O&M Budget” means the form of O&M Budget set out in Exhibit G (Form of O&M Budget).

“Funded Completion Support Commitment” has the meaning given to such term in the Affiliate Support Agreement.

“Funding Agreement” means each of:

(a) the Program Financing Agreement;

(b) the Note Purchase Agreement; and


		Annex I-22		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Funds Withdrawal/Transfer Certificate” has the meaning given to such term in the Accounts Agreement.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“GM” means General Motors Holdings LLC, a Delaware limited liability company.

[Redacted — seriously prejudicial]

“Governmental Authority” means any federal, state, county, municipal, or regional authority, or any other entity of a similar nature, exercising any executive, legislative, judicial, regulatory, or administrative function of government.

“Governmental Judgment” means, with respect to any Person, any judgment, order, decision or decree, or any action of a similar nature, of or by a Governmental Authority having jurisdiction over such Person or any of its properties.

“Guarantee” means, as to any Person, obligations, contingent or otherwise (including a Contingent Obligation), guaranteeing or having the economic effect of guaranteeing any Indebtedness of another Person in any manner, whether directly or indirectly, and including any obligation:

(a) to purchase or pay any Indebtedness or to purchase or provide security for the payment of any Indebtedness;

(b) to purchase or lease property, securities or services for the purpose of assuring the payment of any Indebtedness;

(c) to maintain working capital, equity capital or any other financial statement condition or liquidity of any other Person; or

(d) in respect of any letter of credit, letter of guaranty or bond issued to support any obligation or Indebtedness,

except, in each case, that the term Guarantee shall not include endorsements for collection or deposit in the Ordinary Course of Business.

“Hazardous Substance” means any substances, chemicals, materials or wastes defined, listed, classified or regulated as hazardous, toxic or a pollutant or contaminant in, or for which standards are or liability may be imposed by any Governmental Authority under, any applicable Environmental Laws, including (a) any petroleum or petroleum by-products (including gasoline, crude oil or any fraction thereof), flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, per- and polyfluoroalkyl substances, and polychlorinated biphenyls, noise, odor, and vibration; and (b) any other chemical, material or substance of which the import, storage, transport, use, Release or disposal of, or exposure to, is prohibited, limited, or regulated, or for which liability may be imposed under any Environmental Law.

“HEC Substations” means the Davey Town, Kings River, McDermitt and Orovada Substations that are owned and operated by the Harney Electric Cooperative.


		Annex I-23		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Hedging Agreement” means any agreement or instrument (including a cap, swap, collar, option, forward purchase agreement or other similar derivative instrument) relating to the hedging of any interest under any Indebtedness, including any foreign currency trading or other speculative transactions.

“Historical Debt Service Coverage Ratio” means, as of any Calculation Date, the ratio of (a) actual Cash Flow Available for Debt Service for the immediately preceding twelve (12) month period, to (b) aggregate Debt Service payable during such period.

“Historical Financial Statements” means as of the Execution Date, with respect to:

(a) the Borrower, the audited Financial Statements for the Fiscal Year ended December 31, 2023, and the unaudited quarterly Financial Statements for the Fiscal Quarter ended June 30, 2024;

(b) the Direct Parent, the unaudited summary Financial Statements for the Fiscal Year ended December 31, 2023, and the unaudited summary quarterly Financial Statements for the Fiscal Quarter ended June 30, 2024; and

(c) the Sponsor, the audited Financial Statements for the Fiscal Year ended December 31, 2023, and the unaudited quarterly Financial Statements for the Fiscal Quarter ended June 30, 2024.

[Redacted – seriously prejudicial

“IFRS” means the International Financial Reporting Standards, adopted by the International Accounting Standards Board, as in effect from time to time.

“IH Terminal Service Agreement” means the Master Transload Terminal Services Agreement, dated October 28, 2024 between the Borrower and Iron Horse Nevada LLC, as modified by the IHT Rider Build Agreement.

“IHT Rider Build Agreement” means the Rider No. 001 to the IH Terminal Service Agreement dated October 28, 2024 between the Borrower and Iron Horse Nevada LLC.

“Indebtedness” means, with respect to any Person, without duplication:

(a) all Indebtedness for Borrowed Money of such Person or obligations with respect to deposits or advances of any kind of such Person;

(b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

(c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person;

(d) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed;

(e) all Guarantees by such Person;

(f) all obligations, contingent or otherwise (including Contingent Obligations), of such Person as an account party in respect of letters of credit and letters of guaranty or as a purchaser counterparty to a put agreement or such other similar agreement relating to the purchase of preferred stock of any of its Subsidiaries;


		Annex I-24		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

(g) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances; and

(h) all obligations of such Person to redeem or purchase its preferred stock that are classified as indebtedness under the Designated Standard;

provided that the Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indebtedness for Borrowed Money” means, as to any Person, without duplication, (a) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for the deferred purchase price of property or services (other than any deferral (i) in connection with the provision of credit in the Ordinary Course of Business by any trade creditor or utility, (ii) of obligations in respect of the funding of plans under ERISA or (iii) of any amounts payable under the Project Documents); or (b) the aggregate amount required to be capitalized under any Capital Lease under which such Person is the lessee.

“Indemnified Liability” has the meaning given to such term in Section 11.07(a) (Indemnification).

“Indemnified Party” has the meaning given to such term in Section 11.07(a) (Indemnification).

“Indemnity Claims” has the meaning given to such term in Section 11.07(a) (Indemnification).

“Independent Engineer” means NexantECA LLC, or such other Person appointed from time to time by DOE to act as technical advisor engineer in connection with the Project.

“Initial Construction Budget” has the meaning given to such term in Section 5.01(l)(ii) (Construction Budget).

“Insolvency Proceeding” means, with respect to any Person, any one or more of the following under any Applicable Law, in any jurisdiction and whether voluntary or involuntary:

(a) any bankruptcy, insolvency, liquidation, company reorganization, restructuring, controlled management, suspension of payments or scheme of arrangement with respect to such Person, including the Bankruptcy Code;

(b) any appointment of a provisional or interim liquidator, receiver, trustee, administrative receiver or other custodian for all or any substantial part of the property of such Person;

(d) any issuance of a warrant or attachment, execution or similar process against all or any substantial part of the property of such Person.

“Insurance Consultant” means Willis Towers Watson, or such other Person appointed from time to time by DOE to act as insurance consultant in connection with the Project.

“Insured Real Property” has the meaning given to such term in Section 5.01(r)(i) (Real Estate).

“Integrated Project Schedule” has the meaning given to such term in Section 5.01(k) (Integrated Project Schedule).


		Annex I-25		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Intellectual Property” means any and all rights, priorities and privileges with respect to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including any and all of the following, as they exist anywhere in the world, whether registered or unregistered and including all registrations, issuances and applications therefor (whether or not any such applications are modified, withdrawn, abandoned or resubmitted) and all extensions and renewals thereof:

(a) Patents;

(b) Trademarks;

(d) Software;

(e) trade secrets and other confidential or proprietary information, including know-how, inventions, processes, procedures, algorithms, Source Code, databases, concepts, ideas, research or development information, techniques, technical information and data, specifications, methods, discoveries, modifications, extensions, and customer and supplier lists, in each case, whether or not reduced to a written or other tangible form (collectively, “Trade Secrets”);

(f) domain names, registrations and Internet addresses;

(g) design registrations, and rights in databases and data compilations; and

(h) all other intellectual property or industrial property rights and all rights corresponding thereto throughout the world.

“Intended Prepayment Date” means the date identified in the Prepayment Election Notice as the particular date on which the Borrower intends to make the prepayment specified therein, which date must (a) be a Business Day, (b) be at least two (2) Business Days following a Payment Date and (c) not be on the last day of any Fiscal Quarter.

“Interest Expense” means, for any period, total interest expense (including that attributable to Capital Leases) net of total interest income of the Borrower on a consolidated basis for such period with respect to all outstanding Indebtedness of the Borrower (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Hedging Agreements in respect of interest rates to the extent that such net costs are allocable to such period).

“International Compliance Directives” means all:

(a) Anti-Corruption Laws; and;

(b) Sanctions.

“Investment” means, for any Person:

(a) the acquisition (whether for cash, property, services or securities or otherwise) or holding of Equity Interests, bonds, notes, debentures, partnership or other ownership interests or other securities of or in any other Person;

(b) the making of any deposit with, or advance, loan or any other extension of credit to, any other Person or any guarantee of, or other Contingent Obligation with respect to, any Indebtedness or other liability of any other Person and (without duplication) any amount committed to be deposited, advanced, lent or extended to, or guaranteed on behalf of, any other Person; and


		Annex I-26		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Investment Company Act” means the United States Investment Company Act of 1940, as amended.

[Redacted — seriously prejudicial]

“IP Collateral” means all (a) existing and after-acquired rights, title and interests of the Borrower and the Subsidiary Guarantor in or to Intellectual Property, including all of the Borrower’s and the Subsidiary Guarantor’s rights, title and interests in or to the Project IP, the Project IP Agreements and other licensing agreements or similar arrangements in and to Patents, Copyrights, Trademarks (provided, that no United States intent-to-use trademark or service mark applications shall be deemed IP Collateral to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark or service mark applications under applicable United States federal law; provided, however, that after such period the Borrower and the Subsidiary Guarantor each acknowledge that such rights, title and interests in or to such trademark or service mark applications shall be subject to a security interest in favor of the Secured Parties and shall be included in the Collateral), Trade Secrets or Software; (b) rights to sue or otherwise recover for past, present and future infringements or other violations of the foregoing; and (c) income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect to any of the foregoing, including damages and payments for such infringements and other violations.

“IP Security Agreement” means:

(a) each Intellectual Property Security Agreement (as defined in the Security Agreement) executed in accordance with the Security Agreement; and

(b) each other intellectual property security agreement necessary or appropriate to create or perfect the First Priority Lien in the Intellectual Property owned by, or registered copyrights exclusively licensed to, the Borrower or the Subsidiary Guarantor and applied for, registered or issued in the United States.

“Iron Horse Nevada LLC” means the limited liability company duly organized under the laws of the State of Texas.

“Issuance Proceeds” means any proceeds from (a) any incurrence or issuance of any Indebtedness that is not Permitted Indebtedness; and (b) any issuance or granting of Equity Interests of the Borrower or the Subsidiary Guarantor (except as expressly contemplated by the Affiliate Support Agreement).

“IT Systems” has the meaning given to such term in Section 6.40(a) (Information Technology; Cyber Security).

“Judgment Currency” has the meaning given to such term in Section 11.06 (Judgment Currency).

[Redacted — seriously prejudicial]


		Annex I-27		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Knowledge” means, with respect to:

(a) any Borrower Entity, the actual knowledge of any Principal Persons of such Borrower Entity or any knowledge that should have been obtained by any Principal Person of such Borrower Entity upon reasonable investigation and inquiry; and

(b) any other Person, the actual knowledge of any such Person or any knowledge that should have been obtained by such Person upon reasonable investigation and inquiry.

“KVP Mining Claims” means each unpatented mining claim set forth on Schedule 6.15(e) (KVP Mining Claims), claimed by the Subsidiary Guarantor, recorded with the BLM, and filed or recorded in the real property records of Humboldt County, Nevada, subject in all cases to the paramount title of the United States of America.

“KYC Parties” has the meaning given to such term in Section 5.01(b)(ii) (KYC Requirements).

“Late Charge” has the meaning given to such term in the Note.

“Late Charge Rate” has the meaning given to such term in the Note.

“Lease” means any agreement that would be characterized in the Designated Standards as an operating lease.

“Lender Force Majeure Event” means any act, event or circumstance that is beyond the control of any Secured Party or such party’s respective agents, including any act of God, fire, flood, severe weather, epidemic, quarantine restriction, explosion, sabotage, strike or other material labor disruption, act of war, act of terrorism, riot, civil commotion, lapse of the statutory authority of the United States Department of the Treasury to raise cash through the issuance of Treasury debt instruments, the unavailability of the Federal Reserve Bank wire, disruption or failure of the Treasury Financial Communications System or facsimile or other wire or communication facility, closure or other shutdown of the federal government or any agency thereof, unforeseen or unscheduled closure or evacuation of such Secured Party’s office or any other similar event.

“Lien” means, with respect to any asset:

(a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, license, charge or security interest in, on or of such asset;

(b) the interest of a vendor or a lessor under any conditional sale agreement, Capital Lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; and

(c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan” has the meaning given to such term in Section 2.01 (Loan).

“Loan Commitment Amount” means the “Maximum Principal Amount (as defined in the Note), as such amount may be adjusted from time to time in accordance with this Agreement and the Funding Agreements.

“Loan Servicer” means the United States Department of Energy.


		Annex I-28		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Loss Proceeds” means all proceeds (other than any proceeds of business interruption and delay in start-up insurance and proceeds covering liability of the Borrower or the Subsidiary Guarantor to third parties) resulting from an Event of Loss.

“Loss Proceeds Account” has the meaning given to such term in the Accounts Agreement.

“Major Maintenance Plan” means a description and schedule of planned expenditures and activities such as internal inspections and cleanings, component replacements, or repairs performed on major equipment or systems of the Project, as recommended by the original equipment manufacturers and Prudent Industry Practices for the purpose of extending the life and reliable operation of the asset for a period greater than one year. The Major Maintenance Plan shall also include planned expenditures and activities relating to the continued development of the coarse gangue stockpile and clay tailings filter stack as these facilities are expanded for stockpiling capacities. The Major Maintenance Plan for the next ten (10) years will be submitted as a section or attachment to the Omnibus Annual Report.

“Major Project Document” means each of:

(a) the EPCM Agreement;

(b) the Bechtel Construction Contract;

(d) the Offtake Agreement;

(e) the Aquatech Purchase Agreement;

(f) the EXP EPC Agreement;

(g) the Affiliate Indemnification Agreement;

(h) the MECS License Agreement;

(i) the Malta Ready Mix Purchase Order;

(j) each TLT Document;

(k) each Real Property Document;

(l) [Redacted — seriously prejudicial]

(m) each Major Subcontract;

(n) each Additional Major Project Document;

(o) any other Project Document if, but only if, the Borrower and DOE agree that such document shall be treated as a “Major Project Document”; and

(p) any credit support instrument provided in connection with any of the foregoing, irrespective of whether the Borrower or the Subsidiary Guarantor is a party thereto.

“Major Project Participants” means each party (other than a Borrower Entity) to any Major Project Document and each person or entity party to any credit support instrument provided in connection


		Annex I-29		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

therewith (other than, in connection with a letter of credit, performance bond or similar instrument, the issuer thereof), but only for so long as any actual or contingent obligation of such person or entity remains outstanding, in whole or in part, under the corresponding Major Project Document or the Financing Documents. For the avoidance of doubt, each of GM and each Designated Purchaser (as defined in the Offtake Agreement) shall be a Major Project Participant with respect to the Offtake Agreement.

“Major Subcontract” means each contract between a Major Project Participant and a subcontractor or vendor thereof under which (a) such Major Project Participant is reasonably expected to have aggregate obligations or liabilities in excess of [Redacted — commercially sensitive information] over any rolling twelve (12) month period during its term; or (b) the breach, non-performance, cancellation or early termination of which has materially and adversely affected, or could reasonably be expected to materially and adversely affect, the Borrower or the Project.

“Malta Ready Mix Purchase Order” means that certain Order 412192, Rev.0 26529-211-SR3-DB50-00026 – Batch Plant Supply and Operate dated as of August 13, 2024, by and between the Borrower and Malta Ready Mix Incorporated.

“Mandatory Prepayment” means the prepayment of the outstanding Loan, in whole or in part, pursuant to Section 3.05(c) (Mandatory Prepayments).

“Mandatory Prepayment Amounts” has the meaning given to such term in Section 3.05(c)(i) (Mandatory Prepayments).

“Mandatory Prepayment Event” has the meaning given to such term in Section 3.05(c)(i) (Mandatory Prepayments).

“Material Adverse Effect” means, as determined by DOE as of any date, a material and adverse effect on:

(a) the business, operations, properties, assets or condition (financial or otherwise) of the Borrower, the Direct Parent, the Subsidiary Guarantor or the Sponsor (until the Sponsor Cut-Off Date);

(b) the Project or the Project Site;

(c) the ability of the Borrower, the Direct Parent, the Subsidiary Guarantor or the Sponsor (until the Sponsor Cut-Off Date) or any Major Project Participant to perform and comply with its payment obligations or any of its other material obligations in a timely manner under any Financing Document or Major Project Document to which it is a party;

(d) the validity or enforceability of any material provision under any Financing Document or Major Project Document;

(e) the validity, priority, perfection or enforceability of the Secured Parties’ security interests in and Liens on the Collateral or the ability of any Secured Party to exercise its rights and obligations in respect of the Collateral; or

(f) any material right, remedy or benefit available to or conferred upon DOE or any other Secured Party under any Financing Document.

“Maturity Date” means [Redacted – seriously prejudicial].

“Maximum Capitalized Interest Amount” has the meaning given to such term in Section 2.01 (Loan).


		Annex I-30		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Maximum Loan Amount” has the meaning given to such term in Section 2.01 (Loan).

“Maximum Principal Amount” means the amount set forth under the heading “Maximum Principal Amount” on the Note.

“MECS License Agreement” means the Amended and Restated License Agreement, by and between MECS, Inc. and the Borrower dated December 18, 2023, as amended by Amendment No. 1, dated June 12, 2024.

“Mine” has the meaning given to such term in the preliminary statements.

“Mine Plan” means the annual schedule of activities developed by the Miner for the mine pit development and first twenty-five years of lithium carbonate production and forecasts annual operating costs, volumes, and compositions as well as various statistics required for operation of the process plan.

“Miner” means Sawtooth Mining, LLC, a Nevada limited liability company.

“Miner Capital Asset Payment” has the meaning given to such term in the Mining Agreement.

“Mineral Reserve Estimate” means a mineral reserve estimate with respect to the Mine prepared in accordance with Regulation S-K (Subpart 1300) of the Securities Act of 1933 and the Securities Exchange Act of 1934.

[Redacted — commercially sensitive information]

“Minimum Operating Account Balance” has the meaning given to such term in the Accounts Agreement.

“Mining Agreement” means the Mining Agreement by and between the Miner and the Borrower dated May 16, 2019, as amended by the First Amendment thereto, dated as of March 8, 2023 and the Second Amendment to the Mining Agreement, to be dated on or prior to the Execution Date.

[Redacted — commercially sensitive information]

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a “multiemployer plan” (within the meaning of Section 3(37) of ERISA) that is subject to Title IV of ERISA which any Borrower Entity or ERISA Affiliate contributes to or participates in, or with respect to which any Borrower Entity or ERISA Affiliate has or in the past has had any liability or other obligation (whether accrued, absolute, contingent or otherwise).

[Redacted — commercially sensitive information]

“Net Amount” means, with respect to any proceeds received by the Borrower and/or any other Borrower Entity in respect of the Project, the total amount of such proceeds minus (a) any Taxes paid or payable in connection with such proceeds; (b) any reasonable and customary out of pocket costs and expenses incurred by the Borrower in connection with the collection, enforcement, negotiation, consummation, settlement, proceedings, administration or other activity related to the receipt or collection of such proceeds, including any external legal fees and filing fees incurred to obtain such proceeds (and excluding any amount paid or payable to any Affiliate of the Borrower); and (c) solely with respect to (i) the replacement of any Replaceable Contract or Major Project Participant party to such Replaceable


		Annex I-31		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

Contract, the reasonable costs (including legal costs) incurred by the Borrower in replacing such Replaceable Contract with a Replacement Contract or (ii) Section 3.05(c)(i)(A) (Mandatory Prepayments), the reasonable costs (including legal costs) incurred by the Borrower in implementing and executing a plan approved by DOE and the Independent Engineer relating to the construction, repair, operation or maintenance of the Project in order to cure the events that triggered the payment of the relevant performance liquidated damages or the relevant breach under the applicable Major Project Document.

“Nevada Sublease” means the sublease agreement dated as of October 28, 2024 relating to the Winnemucca TLT Lease between the Borrower and Iron Horse Nevada LLC regarding certain real property consisting of approximately 177.31 acres located in Humboldt County, Nevada.

[Redacted — commercially sensitive information]

“Note” means the promissory note to be issued by the Borrower in favor of FFB in accordance with the Funding Agreements to induce FFB to advance funds thereunder to the Borrower, as such promissory note may be amended, supplemented, substituted and restated from time to time in accordance with its terms.

“Note Obligations” means, collectively, the unpaid principal of and interest on Advances made under the Note, the Note Reimbursement Obligations and all other obligations and liabilities of the Borrower (including interest accruing at the then applicable rate provided in the Funding Agreements after maturity of the relevant Advances and Reimbursement Obligations and Post-Petition Interest) to DOE or FFB or any subsequent holder or holders of such Note (on any portion thereof), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, the Note, the Note Purchase Agreement, the Program Financing Agreement, the Security Documents, or any other document made, delivered or given in connection with any of the foregoing, in each case, whether on account of principal, interest, charges, expenses, fees, attorneys’ or other Secured Party Advisors’ fees and disbursements, reimbursement obligations, prepayment premiums, indemnities, costs, or otherwise (including all fees and Advances made with respect to the Note of DOE or FFB or any subsequent holder or holders of such Note (or any portion thereof) that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements).

“Note Purchase Agreement” means the Note Purchase Agreement entered into between the Borrower, the Secretary of Energy and FFB prior to the Execution Date.

“Note Reimbursement Obligations” means any Reimbursement Obligations of the Borrower to DOE arising under, out of, pursuant to or in connection with the Note.

“Notice of Pledge” has the meaning given to such term in Section 5.03(f) (Notice of Pledge).

[Redacted — commercially sensitive information]

“O&M Budget” means, initially, the operations and maintenance budget delivered in connection with the Execution Date and, thereafter for any Fiscal Year, the current operations and maintenance budget delivered and approved pursuant to [Redacted — seriously prejudicial] and substantially in the form of Exhibit G (Form of O&M Budget) and, in each case, which shall include the Operating Forecast and the Operating Plan for the relevant period.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.


		Annex I-32		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Officer’s Certificate” has the meaning given to such term in Exhibit C (Form of Officer’s Certificate).

“Offtake Agreement” means the Lithium Offtake Agreement by and between the Offtaker and the Borrower (as assigned by the Sponsor pursuant to an assignment agreement dated as of October 28, 2024, among the Borrower, the Sponsor and the Offtaker), dated February 16, 2023, as amended pursuant to the first amendment thereto dated as of October 28, 2024 among the Sponsor, the Borrower and the Offtaker.

“Offtaker” means GM.

“OMB” means the Office of Management and Budget of the Executive Office of the President of the United States.

“Omnibus Annual Report” has the meaning given to such term in Section 8.02(a) (Annual Reports).

“Operating Account” has the meaning given to such term in the Accounts Agreement.

“Operating Costs” means for any period with respect to which such Operating Costs are being calculated, all amounts paid (or projected to be paid) by the Borrower for the administration, management and operation and maintenance of the Project, including (a) Taxes (but not Taxes on or measured by net income or any income tax equivalent unless the Borrower is obligated to pay such Taxes under any Applicable Law), (b) supply and transportation costs and the cost of other consumables, (c) costs of obtaining any other materials, supplies, spare parts, utilities or services for the Project, (d) insurance costs, (e) payments under any Project Document, in each case, up to the applicable amount required by such contract or document and any other costs required to be paid thereunder to satisfy any Applicable Laws, (f) reasonable repair and replacement costs incurred in accordance with Prudent Industry Practice, (g) costs and expenses of legal, engineering, accounting, construction management and other advisors or Secured Party Advisors incurred in connection with the Project, [Redacted — seriously prejudicial], (i) employee salaries, wages and other employment-related costs, (j) general and administrative expenses, (k) expenses to keep the Collateral free and clear of all Liens (other than Permitted Liens), and (l) deposits of cash collateral to the extent the same is a Permitted Lien.

“Operating Forecast” means a periodic forecast prepared by the Borrower (on an annual and month-by-month basis) in connection with the operation of the Project and which shall:

(a) be the Borrower’s good faith projections at such time taking into account all facts and circumstances then existing and assumptions believed by the Borrower to be reasonable on the date made, complete, fair and accurate estimates of all Operating Revenues reasonably expected to be received and all Operating Costs (by category) reasonably expected to be incurred;

(b) reflect Debt Service due during each period, and pro forma Cash Flow Available for Debt Service projections for each period;

(d) be prepared on a basis consistent from period to period and consistent with the Operating Plan, in sufficient detail to permit meaningful comparisons, and shall include a statement of the assumptions on which it is based.


		Annex I-33		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Operating Plan” means the periodic operating plan for the Project prepared by the Borrower in connection with the operation of the Project and included in the O&M Budget, and that shall:

(a) describe the Project’s operating plan for the relevant period;

(b) summarize any changes in the Major Maintenance Plan for the relevant period, including the Project’s program for spare parts, inventory management and supply management;

(d) include such other information as may be reasonably requested by DOE or the Independent Engineer;

(e) be prepared on a basis consistent from period to period, and consistent with the Operating Forecast, in sufficient detail to permit meaningful comparisons, and

(f) include a statement of the assumptions on which it is based.

“Operating Revenues” means all cash receipts (or projected receipts) of the Borrower deposited in the Project Accounts, including revenues from:

(a) the sales under the Offtake Agreement;

(b) proceeds from business interruption and delay in start-up insurance policies;

(d) interest and other income earned and received on the Project Accounts;

provided that Operating Revenues shall not include proceeds (i) from casualty and Event of Loss insurance; or (ii) that are subject to a Mandatory Prepayment pursuant to Section 3.05(c) (Mandatory Prepayments).

“Opinion of Borrower’s Counsel re: Borrower Instruments” has the meaning given to such term in the Note Purchase Agreement.

“Ordinary Course of Business” means, in respect of any transaction involving any Person, the ordinary course of such Person’s business, as conducted by such Person in accordance with past practice (or as contemplated by such Person’s business plan or otherwise as part of a legitimate business purpose that is not prohibited under the Financing Documents or such Person’s Organizational Documents) and undertaken by such Person in good faith and not for purposes of evading any covenant or restriction in any Financing Document.

“Organizational Documents” means, with respect to:

(a) any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws, as amended;

(b) any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended;


		Annex I-34		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

(d) any limited liability company, its articles of organization, as amended, and its operating agreement, as amended.

[Redacted — seriously prejudicial]

“Overdue Amount” means any amount owing under the Note that is not paid when and as due.

“Patents” means any and all (a) patents, certificates of invention, and other patent or similar industrial property rights, all registrations and recordings thereof, and all applications for patents of the United States or any other jurisdiction, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any foreign equivalent office; (b) reissues, reexaminations, continuations, divisionals, continuations-in-part, renewals, interferences or extensions thereof, and the inventions or designs disclosed or claimed therein (including the right to make, use, offer to sell, sell and/or import such inventions or designs); and (c) other patents described in the IP Security Agreement (to the extent applicable).

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Pub. L. 107-56) as amended from time to time, and any successor statute.

“Payment Date” means each January 20, April 20, July 20, and October 20, or, in each case, if such day is not a Business Day, the next Business Day.

“Payroll Account” has the meaning given to it in the Accounts Agreement.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Pension Plan” means an “employee benefit plan” (as defined in Section 3(3) of ERISA) other than a Multiemployer Plan that is or was:

(a) at any time maintained or sponsored by any Borrower Entity or ERISA Affiliate or to which any Borrower Entity or ERISA Affiliate has ever made, or was obligated to make, contributions or has or could have any liability; and

(b) subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA.

“Performance Testing” has the meaning given to such term in Schedule I (Project Milestones).

“Performance Testing Plan” has the meaning given to such term in Schedule I (Project Milestones).

“Permitted Capital Expenditures” means, with respect to the Borrower:

(a) any Capital Expenditure contemplated by the Construction Budget or the then-approved O&M Budget;

(b) any Capital Expenditures made from funds on deposit in the Loss Proceeds Account in accordance with Section 7.04 (Event of Loss);

(d) [Redacted — seriously prejudicial]; and


		Annex I-35		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

(e) any Capital Expenditures that do not constitute Project Costs in an aggregate in any Fiscal Year not in excess of [Redacted — commercially sensitive information].

“Permitted Contest Conditions” means a contest, pursued in good faith, challenging the enforceability, validity, interpretation, amount or application of any Applicable Law, Contest Claim, or other matter (legal, contractual or other) by appropriate proceedings timely instituted if (a) the applicable Borrower Entity diligently pursues such contest; (b) the applicable Borrower Entity establishes adequate reserves with respect to the contested claim to the extent required by the Designated Standard; and (c) such contest could not reasonably be expected to have a Material Adverse Effect.

“Permitted Disposition” means, with respect to the Borrower:

(a) any Disposition of Product under the Offtake Agreement, including to Designated Purchasers as permitted under the Offtake Agreement, and, to the extent GM elects not to purchase all of the Phase I Product (as defined in the Offtake Agreement) in any given year, to other third parties pursuant to Short-Term Offtake Agreements;

(b) any Disposition of any equipment or property of the Borrower that is:

(i) obsolete;

(ii) no longer used or useful in the operation of the Project; or

(iii) replaced by other equipment of equal value and utility;

provided that in each case of this clause (b): (A) such Dispositions are valued at not more than [Redacted — commercially sensitive information] on an individual basis or [Redacted — commercially sensitive information] on an aggregate basis in any twelve (12) month period; (B) the Borrower has received consideration in an amount equal to the value that would have been obtained in an arm’s length transaction with an unaffiliated third party (unless such assets have only scrap value); and (C) the proceeds thereof are applied in accordance with Section 3.05(c)(i)(D) (Mandatory Prepayments);

(d) any Dispositions listed in Schedule 9.03 (Specific Permitted Dispositions); and

(e) any Disposition effected pursuant to the operative terms of any Permitted Lease.

“Permitted Indebtedness” means:

(a) until the Sponsor Cut-Off Date, with respect to the Sponsor:

(i) Indebtedness incurred under the Financing Documents;

(ii) A letter of credit facility either unsecured or secured by assets not constituting Collateral (which secured asset package shall be subject to the approval of DOE) in an aggregate amount not to exceed [Redacted — commercially sensitive information]; and

(iii) Indebtedness, either unsecured or secured by assets not constituting Collateral (which secured asset package shall be subject to the approval of DOE) in an aggregate amount outstanding at any one time not to exceed [Redacted — commercially sensitive information].


		Annex I-36		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

(b) with respect to the Borrower:

(i) Indebtedness incurred under the Financing Documents;

(ii) Indebtedness in respect of amounts due to trade creditors and accrued expenses, in each case arising in the Ordinary Course of Business, to the extent such amounts and expenses are not unpaid more than ninety (90) days past the due date therefor or are being contested in accordance with Permitted Contest Conditions;

(iii) Indebtedness comprised of purchase money obligations or leases for discrete items of property and equipment not comprising an integral part of the Project, the amount of which does not exceed (A) the cost of the equipment so financed or (B) an aggregate amount not to exceed [Redacted — commercially sensitive information];

(iv) Indebtedness required pursuant to Section 7.16 (Reclamation Bond);

(v) Permitted Subordinated Loans;

(vi) Permitted Leases and any replacements thereof;

(vii) Indebtedness in respect of any bankers’ acceptances, letters of credit, warehouse receipts or similar facilities, in each case, incurred in the Ordinary Course of Business;

(viii) unsecured and subordinated (on terms and conditions satisfactory to DOE) Indebtedness incurred after the Project Completion Date for general corporate purposes in an aggregate amount outstanding at any one time not to exceed [Redacted — commercially sensitive information];

(ix) to the extent constituting Indebtedness, indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course or other cash management services in the Ordinary Course of Business;

(x) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;

(xi) contingent liabilities incurred in the Ordinary Course of Business, including the acquisition or sale of goods, services, supplies or merchandise in the normal course of business, the endorsement of negotiable instruments received in the normal course of business and indemnities provided under any of the Project Documents; and

(xii) to the extent constituting Indebtedness, obligations in respect of performance bonds, bid bonds, appeal bonds, indemnification obligations, obligations to pay insurance premiums, take-or-pay obligations contained in supply agreements and similar obligations incurred in the Ordinary Course of Business; and

(i) Indebtedness incurred under the Financing Documents; and

(ii) intercompany Indebtedness owed to the Borrower to the extent that the Borrower has granted a Lien in respect thereof in favor of the Secured Parties pursuant to the Security Agreement.


		Annex I-37		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Permitted Investments” means any of the following, to the extent owned by the Borrower free and clear of all Liens (other than Liens created under the Security Documents):

(b) obligations, debentures, notes or other evidence of Indebtedness issued or guaranteed by any agency or instrumentality of the United States maturing not more than three hundred and sixty (360) days from the date of the creation thereof;

(e) money market funds, so long as such funds are rated “Aaa” by Moody’s and “AAA” by S&P; and

(f) any Advances, loans or extensions of credit or any stock, bonds, notes, debentures or other securities as DOE may from time to time approve.

“Permitted Leases” means, with respect to the Borrower, (a) the leases listed in Schedule 9.16(d) (Permitted Leases) and any replacement thereof and (b) leases of office space, office equipment or motor vehicles with respect to which the aggregate lease payments do not exceed [Redacted — commercially sensitive information] per Fiscal Year.

“Permitted Liens” means:

(a) with respect to the Borrower:

(i) any Liens securing the Secured Obligations;

(ii) Liens for any tax, assessment or other governmental charge that is (A) not yet delinquent; or (B) being diligently contested in accordance with the Permitted Contest Conditions and by appropriate proceedings timely instituted, so long as (1) such proceedings shall not involve any danger of the sale, forfeiture or loss of the Project and (2) a bond, adequate reserves or other security acceptable to DOE has been posted or provided in such manner and amount as to assure DOE that any taxes, assessments or other charges determined to be due will promptly be paid in full when such contest is determined;

(iii) Liens in favor of materialmen, workers or repairmen, or other like Liens arising in the Ordinary Course of Business or in connection with the construction of the Project, that are either not overdue for a period of more than thirty (30) days or for amounts being diligently contested in accordance with the Permitted Contest Conditions and by appropriate proceedings timely instituted


		Annex I-38		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

so long as (A) such proceedings shall not involve any danger of the sale, forfeiture or loss of any part of the Project, and (B) a bond or other security acceptable to DOE has been posted or provided in such manner and amount as to assure DOE that any amounts determined to be due will promptly be paid in full when such contest is determined;

(iv) Liens identified in the ALTA Survey;

(v) zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction over the Project Site that do not and could not reasonably be expected to materially impair the development, construction, operation, or use by (or for the benefit of) the Borrower of the Project Site;

(vi) covenants, conditions, restrictions, easements and other similar encumbrances on title, and other minor defects or irregularities of record affecting title to the Project Site, which do not and could not reasonably be expected to materially impair the development, construction, operation, access to or use by (or for the benefit of) the Borrower of the Project Site;

(vii) Liens (not securing Indebtedness) of depository institutions and securities intermediaries (including rights of set-off or similar rights) with respect to deposit accounts or securities accounts;

(viii) Liens securing (A) judgments for the payment of money that do not constitute an Event of Default or (B) appeals and the other surety bonds related thereto;

(ix) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course of Business; and

(x) Liens in respect of Indebtedness described in clause (b)(iii) of the definition of Permitted Indebtedness;

(xi) Liens in respect of Indebtedness described in clause (b)(iv) of the definition of Permitted Indebtedness, to the extent related to warehouse receipts;

(xii) non-exclusive licenses of Intellectual Property granted in the Ordinary Course of Business;

(xiii) Liens not otherwise permitted by this clause (a) on assets not included in the Collateral securing obligations that are not Indebtedness so long as neither (i) the aggregate outstanding amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds [Redacted — commercially sensitive information] at any one time outstanding; and

(b) with respect to the Subsidiary Guarantor, Liens described in clause (a)(i), (ii), and (v) in this definition of “Permitted Liens”;

provided that, notwithstanding the foregoing, Permitted Liens shall not include any Lien on any Equity Interests of the Borrower or the Subsidiary Guarantor (other than any Lien in favor of the Secured Parties).


		Annex I-39		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Permitted Subordinated Loans” means any subordinated loans made by, or on behalf of, the Sponsor or the Direct Parent to the Borrower in lieu of purchasing Equity Interests, on the terms and conditions set forth in the Affiliate Support Agreement.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, trust company, unincorporated organization or Governmental Authority.

“Personal Information” means any data or information that is subject to (a) Data Protection Laws; or (b) any contractual obligations, or privacy notices or policies, binding on the Borrower or the Subsidiary Guarantor relating to the Processing of any data or information that identifies or can be used to identify an individual, household or device, whether directly or indirectly.

“Phase I or II Environmental Assessment” means that certain Phase I or II Environmental Site Assessment for the Project Site prior to the Execution Date and satisfactory to DOE. Standards for Phase I and II Environmental Site Assessments are published by the American Society for Testing and Materials (ASTM) to include (a) ASTM E1527-21, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process; and (b) ASTM E1903-19, Standard Practice for Environmental Site Assessments: Phase II Environmental Site Assessment Process.

“Post-Petition Interest” means all interest (or entitlement to fees or expenses or other charges) accruing or that would have accrued after the commencement of any Insolvency Proceeding, irrespective of whether a claim for post-filing or petition interest (or entitlement to fees or expenses or other charges) is allowed in any such Insolvency Proceeding.

[Redacted — seriously prejudicial]

“Practice” means to practice Intellectual Property in any way, including to use, reproduce, distribute, modify, improve, make, display, perform, create derivative works of, access and utilize.

“Pre-Completion Costs” means the aggregate amount of Project Costs plus Ramp-Up Costs.

“Prepayment Election Notice” has the meaning given to such term in the Note.

“Prepayment Price” has the meaning given to such term in the Note.

“Prepayment Reserve Account” has the meaning given to such term in the Accounts Agreement.

“Principal Instruments” means each of the documents or instruments required to be delivered by the Secretary of Energy pursuant to Section 4.2 (Delivery of Principal Instruments by the Secretary to FFB) of the Note Purchase Agreement.

“Principal Persons” means the chairman, chief executive officer, president, chief financial officer or treasurer of any Borrower Entity or any Major Project Participant or any other officer thereof having substantially the same authority and responsibility.

“Process” means any operation or set of operations that are performed on data or on sets of data, whether or not by automated means, including creation, receipt, maintenance, access, acquisition, use, disclosure, transmission, storage, retention, processing, destruction, modification or transfer (including cross-border transfer), and the word “Processing” and similar constructions shall have corresponding meanings.

“Processing Facility” has the meaning given to such term in the preliminary statements, and includes beneficiation; the offsite water supply and associated infrastructure including wells, pumps and


		Annex I-40		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

pipeline; steam turbine generator; temporary, black-start and back-up on-site power; sulfuric acid plant; evaporation and crystallization equipment; vat leach and neutralization plant; counter current decantation plant, filtration plants, precipitation equipment, ion exchange equipment and lithium carbonate circuit; lithium carbonate product drying, handling and packaging; reagent handling equipment; ore handling and sizing and storage area and structures and associated equipment; in-process, clay tailings and final product storage area and associated structures, utilities, facilities and equipment; waste management facilities (for hazardous and other waste managed onsite); and balance of plant equipment associated with the aforementioned systems and equipment.

“Product” means battery-grade lithium carbonate.

“Program Financing Agreement” means the Program Financing Agreement, dated as of September 16, 2009, as amended from time to time, between FFB and the Secretary of Energy.

“Program Requirements” means all of the following:

(a) the ATVM Statute;

(b) the ATVM Regulations; and

“Prohibited Jurisdiction” means any country, territory or jurisdiction that at any time:

(a) is the target of comprehensive country-wide or territory-wide Sanctions (including, as of the date of this Agreement, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the region called Donetsk People’s Republic, and the region called Luhansk People’s Republic), including any general export, import, financial or investment embargo under Sanctions;

(b) has been designated by the Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or

(c) has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the U.S. is a member, such as the Financial Action Task Force on Money Laundering, and with which designation the U.S. representative to the group or organization continues to concur.

“Prohibited Person” means any Person:

(a) named, identified, or described on the list of “Specially Designated Nationals and Blocked Persons” (Appendix A to 31 C.F.R. Chapter V) as published by OFAC at its official website, https://ofac.treasury.gov/specially-designated-nationals-and-blocked-perosns-list-sdn-human-readable-lists, or at any replacement website or other replacement official publication of such list;

(b) named, identified or described on any other blocked persons list, denied persons list, designated nationals list, entity list, unverified list, sanctions list, or other list of designated individuals or entities with whom U.S. persons are in any way prohibited from conducting business, maintained by any agency or instrumentality of the United States, including lists published or maintained by OFAC, the U.S. Department of Commerce, and the U.S. Department of State;


		Annex I-41		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

(d) that is or constitutes the government of, or any Person owned or controlled by the government of, a Prohibited Jurisdiction;

(e) of which [Redacted — commercially sensitive information] or more is owned by any persons described in clauses (a), (c) or (d);

(f) owned or controlled by, or acting on behalf of, any Person that is the target of any Sanctions;

(g) that is otherwise or a target of Sanctions; or

(h) whose direct or indirect owners of [Redacted — commercially sensitive information].or more its Equity Interests, by value or vote, include any Prohibited Person listed above.

“Project” has the meaning given to such term in the preliminary statements.

“Project Accounts” has the meaning given to such term in the Accounts Agreement.

“Project Completion” has the meaning given to such term in Schedule I (Project Milestones).

“Project Completion Date” means the date on which Project Completion occurs as confirmed by DOE.

[Redacted — seriously prejudicial]

“Project Completion Date Certificate” means a certificate executed by a Responsible Officer of the Borrower, substantially in the form attached as Exhibit W-1 (Form of Project Completion Date Certificate) hereto.

“Project Completion Date Certificate (Independent Engineer)” means a certificate executed by a Responsible Officer of the Borrower, substantially in the form attached as Exhibit W-2 (Form of Project Completion Date Certificate (Independent Engineer)) hereto.

[Redacted — seriously prejudicial]

“Project Construction” means the acquisition, permitting, development, design, engineering, procurement, construction, construction management, testing, installation, start up and commissioning of the Project from commencement of the Project by the Borrower through the Project Completion Date.

“Project Costs” means all costs that have been incurred or are expected to be incurred in connection with Project Construction through the Project Completion Date, including:

(a) amounts payable under the Construction Contracts;

(b) interest, fees and expenses payable under the Financing Documents prior to Total Plant Transfer;

(d) costs to acquire title or use rights to the Project Site, necessary easements and other Real Property and Project Mining Claim interests;


		Annex I-42		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

(e) costs and expenses of legal, engineering, accounting, construction management and other advisors or Secured Party Advisors incurred in connection with the Project;

(f) fees, commissions and expenses payable to the Secured Parties in connection with the Project;

(g) development costs to the extent permitted to be paid under the Financing Documents;

(h) construction insurance premiums for Required Insurance obtained prior to Total Plant Transfer;

(i) the Borrower’s labor costs and general and administrative costs prior to Total Plant Transfer;

(j) costs incurred under the Project Documents and in the Base Case Financial Model;

(k) Taxes (but not taxes on or measured by net income or any income tax equivalent unless the Borrower is obligated to pay such taxes under any Applicable Law) payable in connection with the Project;

(l) to the extent funded with contributions from the Base Equity Commitment or an Acceptable Credit Support, the initial funding of the Reserve Accounts to the applicable Reserve Account Requirement in accordance with the Accounts Agreement; provided that the Debt Service Reserve Account may be initially funded with Advance proceeds or an Acceptable Credit Support; and

(m) such other costs or expenses approved by DOE,

but excluding (i) any Operating Costs incurred on or after the Substantial Completion Date; and (ii) any costs related to technical product development, marketing, product qualification with potential customers, customer development and engagement with respect to the Product.

“Project Document” means each Major Project Document and each other agreement necessary or appropriate for the Project, including any contract or agreement relating to the ownership, development, construction, testing, operation, maintenance, repair or use of the Project entered into by the Borrower or the Subsidiary Guarantor with any other Person, including any credit support instrument in respect of any other Project Document irrespective of whether the Borrower or the Subsidiary Guarantor is a party thereto, but excluding (a) any Financing Document, (b)(i) any mandate letter with any Secured Party and any similar agreement with any third-party advisor of the Borrower and (ii) any fee letter or professional services agreement, consulting agreement or advisory agreement in respect of any professional services and any similar agreement with any third-party advisor of the Borrower (in each case, so long as, at any time of determination, any amounts payable by such Person under or in connection with such contract or agreement (A) have been or are reasonably expected to be incurred in the Ordinary Course of Business and (B) are contemplated by the then-current relevant Construction Budget or Operating Budget, as applicable), and (c) any other agreement or document executed by the Borrower in connection with any other Indebtedness that constitutes Permitted Indebtedness.

“Project IP” means all Intellectual Property that at any relevant time is (a) used in, material or necessary for the development, permitting, design, engineering, procurement, construction, starting up, commissioning, ownership, operation or maintenance of the Project, (b) necessary to complete the activities designated to be completed to achieve Project Completion; or (c) necessary to exercise the Borrower’s rights and perform its obligations under the Major Project Documents, as applicable, but excluding any Software that: (i) has not been modified or customized for the Borrower; (ii) is readily commercially available; and (iii) is licensed under standard terms and conditions.


		Annex I-43		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Project IP Agreement” means each agreement granting or document evidencing the Borrower’s exclusive ownership of, or rights to use, all Project IP (including assignment agreements).

“Project Labor Agreement” means that certain National Construction Agreement, entered into as of May 1, 2019, by and among the North American Contractors Association on behalf of its member companies, North America’s Building Trades Unions and each other party from time to time party thereto, as modified by that certain Thacker Pass Project Final Article 22 Addendum, dated July 19, 2023.

“Project Milestone” has the meaning given to such term in Schedule I (Project Milestones).

“Project Mining Claims” means each unpatented mining claim set forth on Schedule 6.15(c) (Project Mining Claims), claimed by the Borrower, including all such unpatented mining claims on the Project Site and such unpatented mining claims that are not more than approximately two (2) miles from the Project Site (in each case, whether such unpatented mining claims exist on the date hereof or arise after the date hereof), recorded with the BLM, and filed or recorded in the real property records of Humboldt County, Nevada, subject in all cases to the paramount title of the United States of America.

“Project Site” means the Real Property and Project Mining Claims on which the Project is or is intended to be situated, as further described in Schedule 6.15(a)(i) (Project Site), as the same may be updated pursuant to Section 6.15(e) (Project Site).

“Project Source Code” means Source Code that constitutes Project IP owned by, or (subject to the applicable third party license terms) licensed to, the Borrower or the Subsidiary Guarantor and included in the Collateral.

“Projected Debt Service Coverage Ratio” means, as of any Calculation Date, the ratio of (a) Cash Flow Available for Debt Service for the next succeeding twelve (12) month period to (b) aggregate Debt Service scheduled for such period, in each case based on amounts projected in the Base Case Financial Model, as adjusted for actual interest rates and any factors known as of such date of determination as agreed between the Borrower and DOE.

“Property” means any present or future right or interest in, to or under any assets, equipment, facilities, contracts, leaseholds, business, receivables, revenues, accounts or other property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible (including Intellectual Property).

“Prudent Industry Practice” means those practices, methods, equipment, specifications, and standards of safety and performance, as are commonly accepted in the lithium mining and processing industries as good, safe, prudent and commercial practices in connection with the design, construction, operation, maintenance, repair and use of the Project.

“Publicly Traded Securities” means Equity Interests that are traded on a major stock exchange.

“Punch List Items” means items listed on the construction punch list that are certified in writing by the Borrower and agreed by DOE (in consultation with the Independent Engineer).

“Qualified Investment Fund” has the meaning given to such term in the Affiliate Support Agreement.

“Qualified Public Company Shareholder” has the meaning given to such term in the Affiliate Support Agreement.


		Annex I-44		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Qualified Transferee” has the meaning given to such term in the Affiliate Support Agreement.

“Quarterly Certificate” has the meaning given to such term in Section 8.02(b) (Quarterly Reports).

“Quarterly Reporting Date” has the meaning given to such term in Section 8.02(b) (Quarterly Reports).

“Ramp-Up Costs” means Operating Costs that have been incurred or are expected to be incurred by the Borrower on or after Total Plant Transfer through the Project Completion Date.

“Ramp-Up Reserve Account” has the meaning given to such term in the Accounts Agreement.

“Real Property” means, with respect to any Person, all right, title and interest of such Person in and to any and all parcels of real property owned, leased or encumbered by such Person, together with all improvements and appurtenant fixtures, equipment, easements and other real property and other rights incidental to the ownership, lease, grant or operation thereof, including the portions of the Project Site constituting real property or such other rights.

“Real Property Document” means each of:

(a) the Winnemucca TLT Lease; and

(b) each other document evidencing the Borrower’s ownership or leasehold interest or other right and entitlement to use Real Property for the Project Site.

“Reimbursement Amounts” has the meaning given to such term in Section 4.01(b)(i) (Reimbursement and Other Payment Obligations).

“Reimbursement Obligation” means the obligation of the Borrower to reimburse DOE pursuant to Section 4.01 (Reimbursement and Other Payment Obligations).

“Related Infrastructure” has the meaning given to such term in the preliminary statements.

“Release” means, with respect to Hazardous Substances, any disposing, discharging, injecting, spilling, leaking, leaching, dumping, pumping, pouring, emitting, escaping, emptying, seeping, placing or migrating into, through or upon the natural or man-made environment (including any land, water or air and the abandonment or discarding of barrels, containers, and other closed receptacles containing Hazardous Substances), and “Released” shall have a corresponding meaning.

“Release Date” means the date on which all of the Secured Obligations (other than inchoate indemnity obligations) have been paid in full and the Loan Commitment Amount has been reduced to zero Dollars ($0).

“Reliability Testing” has the meaning given to such term in Schedule I (Project Milestones).

“Reliability Testing Plan” has the meaning given to such term in Schedule I (Project Milestones).

“Replacement Contract” means each agreement entered into by the Borrower to replace a Replaceable Contract in accordance with this Agreement.

“Replaceable Contract” means any Major Project Document other than the Offtake Agreement and any Real Property Document.


		Annex I-45		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Replacement Contract Conditions” means, with respect to any Replaceable Contract and/or the Major Project Participant that is (or was) a party thereto and the applicable triggering event under this Agreement, to the extent permitted pursuant to Section 3.05(c)(i)(C) (Mandatory Prepayments) or Section 10.01(k) (Bankruptcy; Insolvency; Dissolution):

(a) promptly, but in no event later than five (5) Business Days after the occurrence of such event, the Borrower delivers to DOE written notification of its intent to replace such Replaceable Contract with a Replacement Contract;

(b) within twenty (20) Business Days after the occurrence of such event, the Borrower delivers to DOE a cure plan reasonably acceptable to DOE pursuant to which the Borrower shall replace such Major Project Participant and Replaceable Contract;

(c) (i) the terms of the proposed Replacement Contract are reasonably acceptable to DOE, (ii) the creditworthiness and technical competence of the proposed Replacement Contractor are at least equivalent to the creditworthiness and technical competence of, as of the Execution Date or, if later, the date of execution of such Replaceable Contract in accordance with the terms of this Agreement, the Major Project Participant party to such Replaceable Contract (as determined by DOE), (iii) if the Major Project Participant being replaced entered into a Direct Agreement, the proposed Replacement Contractor enters into a Direct Agreement with respect to such Replacement Contract substantially in the form of the Direct Agreement for the Replaceable Contract or Exhibit T (Form of Direct Agreement), and (iv) if a Secured Party originally received a legal opinion relating to such Replaceable Contract, each such Secured Party receives a legal opinion in form and substance reasonably acceptable to such Secured Party relating to the proposed Replacement Contractor, Major Project Document and related Direct Agreement;

(d) such Replaceable Contract is replaced within a period not to exceed ninety (90) days after the occurrence thereof or, to the extent approved by DOE, such longer period pursuant to the cure plan referred to in clause (b) of this definition; and

(e) during the period that the Borrower is attempting to replace such Major Project Participant and Replaceable Contract, no Material Adverse Effect has occurred or could reasonably be expected to occur.

“Replacement Contractor” means each counterparty to a Replacement Contract that replaces a Major Project Participant party to a Replaceable Contract in accordance with this Agreement.

“Requested Advance Date” means, for any Advance Request, the date requested by the Borrower for FFB to make an Advance under the Note.

[Redacted — seriously prejudicial]

“Required Insurance” means each of the contracts of insurance taken out or maintained (or required to be taken out or maintained) in accordance with Schedule 7.03 (Insurance).

“Reserve Account Requirement” means, with respect to each Reserve Account, the minimum amount then required to be on deposit therein and/or standing to the credit thereto in accordance with the Accounts Agreement.

“Reserve Accounts” has the meaning given to such term in the Accounts Agreement.


		Annex I-46		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

[Redacted — seriously prejudicial]

“Responsible Officer” means, with respect to any Person:

(a) that is a corporation, the chairman, chief executive officer, president, vice president, assistant vice president, treasurer, assistant treasurer, any Person holding an equivalent position in such corporation, or any other Financial Officer of such Person;

(b) that is a partnership, each general partner of such Person or the chairman, chief executive officer, president, vice president, assistant vice president, treasurer, assistant treasurer, any Person holding an equivalent position in such partnership, or any other Financial Officer of a general partner of such Person; or

(c) that is a limited liability company, the manager, managing partner or duly appointed officer of such Person, the individuals authorized to represent such Person pursuant to the Organizational Documents of such Person, or the chairman, chief executive officer, president, vice president, assistant vice president, treasurer, assistant treasurer, any Person holding an equivalent position in such limited liability company, or any other Financial Officer of the manager or managing member of such Person; and

(d) with respect to any Borrower Entity, only those individuals holding any of the foregoing positions whose names appear on the relevant certificate of incumbency delivered pursuant to Section 5.01(g) (Execution Date Certificates), in each case, as such certificate of incumbency may be amended from time to time to identify the individuals then holding such offices and the capacity in which they are acting.

“Restoration Plan” means a written, reasonably detailed plan for Restoration of any Affected Property including a description of the work or approach to restore the Affected Property, an estimated budget, and schedule.

“Restore” means, with respect to any Affected Property, the design, engineering, procurement, construction and other work required to rebuild, repair, restore or replace such Affected Property. The term “Restoration” shall have a correlative meaning.

[Redacted — seriously prejudicial]

“Revenue Account” has the meaning given to such term in the Accounts Agreement.

“Royalty Documents” means (a) the Royalty Purchase Agreement dated February 4, 2013 between the Borrower, the Subsidiary Guarantor and MF2, LLC, (b) the Royalty Assignment Deed dated July 21, 2017 to Alnitak Holdings, (c) the Gross Revenue Royalty Agreement dated February 6, 2023 between the Subsidiary Guarantor and MF2, LLC, (d) the Gross Revenue Royalty Agreement dated February 6, 2023 between the Borrower and MF2, LLC, (e) the LNC Notice of Abandonment dated April 22, 2019, (f) the Royalty Purchase Agreement dated February 4, 2011 between Western Energy Development Corp. and Cameco and (g) the Royalty Purchase Agreement dated February 4, 2011 between the Subsidiary Guarantor and Cameco.


		Annex I-47		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“SAM” means the System for Award Management electronic database administered by the United States General Services Administration, found at www.sam.gov.

“Safety Audit” means a safety audit of the Project in a manner satisfactory to DOE that focuses on compliance with the regulations implementing the Occupational Safety and Health Act, and addresses the following general occupational safety and health compliance items: management commitment and employee involvement; worksite analysis; hazard prevention and control; training for employees, supervisors, and managers; incident reporting and information posting.

“Safety Plan” means a plan, in a form satisfactory to DOE, related to safety and environmental management during construction, which covers topics including roles and responsibilities, planning and risk reduction, training, emergency response, incident management, and monitoring and auditing.

“Safety Report” means a written report and plan, in form satisfactory to DOE, with respect to an annual Safety Audit that sets forth: (a) any deficiencies identified as a result of such Safety Audit; (b) any recommendations for the operation and maintenance of the Project; (c) compliance with the regulations implementing the Occupations Safety and Health Act; and (d) any other items reasonably requested by DOE.

“Sanctions” means any economic, financial, and trade sanctions laws and export controls, Applicable Laws, regulations, embargoes or restrictive measures administered or enforced by (a) the United States government, including OFAC, the U.S. Department of State, and the U.S. Department of Commerce, (b) any U.S. Executive Orders imposing economic or financial sanctions on any individuals, entities or foreign countries or regimes and (c) the Canadian government including Global Affairs Canada, the Royal Canadian Mounted Police, and the Canada Border Services Agency.

[Redacted – seriously prejudicial]

“SEC” means the U.S. Securities and Exchange Commission.

“Secretary of Energy” means as of any date, the then-current secretary of the U.S. Department of Energy or, in their absence, the person discharging their duties or exercising their prerogatives in accordance with applicable law.

“Secretary of Labor” means as of any date, the then-current secretary of the DOL or, in their absence, the person discharging their duties or exercising their prerogatives in accordance with applicable law.

“Secretary’s Affirmation” has the meaning given to such term in the Note Purchase Agreement.

[Redacted — seriously prejudicial]

“Secured Obligations” means, at any time, all Note Obligations and all other amounts owed to DOE or any other Secured Party by any Borrower Entity under the Financing Documents, including accrued interest thereon, fees, Secured Party Expenses, penalties and indemnity obligations.

“Secured Parties’ License” means the right for the Secured Parties to use and otherwise Practice and to assign or sublicense, in each case, for no additional consideration, the Borrower’s and the Subsidiary Guarantor’s rights in and to Project IP under a Project IP Agreement (effective as of the Execution Date or, if acquired later, upon such acquisition date, but enforceable: (a) during the continuance of an Event of


		Annex I-48		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

Default; (b) upon an enforcement and transfer of ownership in the Borrower or the Subsidiary Guarantor; or (c) upon any bankruptcy or insolvency action involving the Borrower or the Subsidiary Guarantor).

“Secured Party” means each of:

(a) DOE;

(b) FFB;

(d) any other holder of any Secured Obligations outstanding at any time.

“Secured Party Advisor” means each of:

(a) the Independent Engineer;

(b) the Insurance Consultant;

(d) Allen Overy Shearman Sterling US LLP, as New York legal counsel to DOE;

(e) Fennemore Craig, P.C., as Nevada legal counsel to DOE; and

(f) each other advisor, legal counsel or consultant retained by DOE from time to time in connection with the Loan, the Project or the Transaction Documents.

“Secured Party Expenses” means any out-of-pocket costs, expenses (including, without limitation, attorneys’ fees and expenses and indemnity amounts) and other amounts paid or incurred by any Secured Party from time to time in connection with the due diligence of the Borrower, the other Borrower Entities or the Project and the preparation, execution, recording and performance of this Agreement, the other Transaction Documents and any other documents and instruments related hereto or thereto (including legal opinions), including any of the following:

(a) recordation and other costs, fees and charges in connection with the execution, delivery, filing, registration, or performance of the Transaction Documents or the perfection of the security interests in the Collateral;

(b) fees, charges, and expenses of any Secured Party Advisors;

(d) other fees, charges, expenses and other amounts from time to time due to any Secured Party under or in connection with the Financing Documents;

(e) fees and expense of the legal counsel, consultants and advisors of any Secured Party with respect to any of the foregoing; and

(f) DOE Extraordinary Expenses.


		Annex I-49		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Security Agreement” means the Pledge and Security Agreement entered into as of the Execution Date among the Borrower, the Subsidiary Guarantor and the Collateral Agent (acting for the benefit of the Secured Parties).

“Security Document” means each of:

(a) the Accounts Agreement;

(b) the Security Agreement;

(d) each Subordination Agreement;

(e) each Direct Agreement;

(f) the IP Security Agreement;

(g) the Deed of Trust;

(h) the Notice of Pledge;

(i) all subordination, attornment and non-disturbance agreements with landlords and sub-landlords;

(j) each other security document, agreement or instrument hereafter delivered to any Secured Party from time to time granting, or purporting to grant, a Lien on any property, rights and assets of any Person to secure any of the Secured Obligations, including any security documentation delivered pursuant to Section 10.10 (Further Assurances and Corrective Instruments) of the Affiliate Support Agreement; and

(k) such other documents, certificates, filings and instruments that may be required by the Secured Parties in connection with the foregoing.

“Segregated Transmission Line” means the approximately 2.5 mile section of the Harney Electric Cooperative transmission line that connects the Kings River Switching Station and the Kings River Substation that is outside of the project boundary delineated in the BLM Plan of Operations.

“Sensitive Information” means (a) any information that is subject to Data Protection Laws; (b) any Trade Secrets or other information in which the Borrower or the Subsidiary Guarantor have confidential Intellectual Property rights (including any relevant Project IP owned by the Borrower or the Subsidiary Guarantor); and (c) any information with respect to which the Borrower or the Subsidiary Guarantor have contractual non-disclosure obligations.

“Short-Term Offtake Agreements” has the meaning given to such term in Section 9.16(a)(ii) (Restrictions on Indebtedness and Certain Capital Transactions).

“Similar Law Plan” has the meaning given to such term in Section 6.27(h) (ERISA).

“Software” means any and all (a) computer programs and software implementations of algorithms, models and methodologies, in each case, whether in source code, object code or any other form; (b) descriptions, flow charts and other work product used to design, plan, organize and develop any of the foregoing, firmware, development tools, configurations, interfaces, platforms and applications; (c) data, databases and compilations, and (d) documentation supporting or related to any of the foregoing (including


		Annex I-50		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

training materials). Software shall include “software” as such term is defined in the UCC and computer programs that may be construed as included in the definition of “goods” in the UCC, including any licensed rights to Software, and all media that may contain Software or recorded data of any kind.

“Source Code” means, with respect to any Software, the human-readable form of such Software.

[Redacted — seriously prejudicial]

“Sponsor” means Lithium Americas Corp., a corporation organized under the laws of the Province of British Columbia, Canada.

“Sponsor Cut-Off Date” means the date on which each of the following conditions has been satisfied, as determined by DOE:

(a) the Project Completion Date has occurred;

(b) the Borrower has paid in full with Operating Revenues the principal and interest of the Loan on at least four (4) consecutive Payment Dates after the Project Completion Date;

(d) all Reserve Accounts are funded in an amount equal to or greater than the applicable Reserve Account Requirement; and

(e) DOE has received a certificate executed by a Responsible Officer of the Sponsor certifying as to clauses (a) through (d) above, substantially in the form attached as Exhibit U (Form of Sponsor Cut-Off Date Certificate) hereto and otherwise in form and substance satisfactory to DOE.

“Sponsor Support Document” means each of:

(a) the Affiliate Support Agreement;

(b) each Acceptable Letter of Credit or other Acceptable Credit Support provided by or on behalf of the Sponsor pursuant to the Affiliate Support Agreement; and

(c) each other agreement between the Sponsor and/or the Direct Parent and DOE regarding the Borrower or the Project (other than the Equity Pledge Agreement).

[Redacted — seriously prejudicial]

“Standard & Poor’s” or “S&P” means S&P Global Ratings, a division of S&P Global Inc.

“Subordination Agreement” means each subordination (and, as applicable, pledge) agreement, entered into, or to be entered into, among the relevant Borrower Entity, the relevant counterparty advancing funds to that Borrower Entity and DOE (or any agent satisfactory to DOE acting on its behalf), which shall be in form and substance satisfactory to DOE and pursuant to which such counterparty subordinates its right of payment and performance from that Borrower Entity to the repayment in full of all Secured Obligations.


		Annex I-51		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity the accounts of which would be consolidated with those of such Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with the Designated Standard as of such date, as well as any other corporation, partnership, limited liability company, association, joint venture or other business entity of which more than [Redacted — commercially sensitive information] of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.

“Subsidiary Guarantor” means KV Project LLC, a limited liability company organized under the laws of the State of Nevada.

“Substantial Completion” has the meaning given to such term in Schedule I (Project Milestones).

“Substantial Completion Date” means the date on which Substantial Completion occurs as confirmed by DOE.

“Substantial Completion Date Certificate” means a certificate executed by a Responsible Officer of the Borrower, substantially in the form attached as Exhibit V-1 (Form of Substantial Completion Date Certificate) hereto.

“Substantial Completion Date Certificate (Independent Engineer)” means a certificate executed by a Responsible Officer of the Independent Engineer, substantially in the form attached as Exhibit V-2 (Form of Substantial Completion Date Certificate (Independent Engineer)) hereto.

[Redacted — seriously prejudicial]

“Sustaining Capital Expenditure” means general process plant sustaining Capital Expenditures for the Project, Coarse Gangue Storage and Clay Tailings Filter Stack expansions, mobile equipment replacements and sulfuric acid plant turnarounds.

“Tax Certificate” has the meaning given to such term in Section 5.01(g)(iii) (Execution Date Certificates).

[Redacted — seriously prejudicial]

“Taxes” means all taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority, including any interest, penalties or additions thereto imposed in respect thereof.

“Term Sheet” means the Summary Terms and Conditions for DOE Loan Authorized under U.S. Department of Energy Advanced Technology Vehicles Manufacturing Program, dated March 12, 2024.

“Threshold Event of Loss” has the meaning given to such term in Section 7.04(a)(ii) (Event of Loss).


		Annex I-52		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“Title Company” means one or more title companies satisfactory to DOE, satisfying DOE’s requirements with respect to co-insurance or reinsurance.

“TLT” has the meaning given to such term in the preliminary statements.

“TLT Documents” means each of:

(a) the Winnemucca TLT Lease;

(b) on and after the First Advance, the subordination, attornment and non-disturbance agreement with respect to the Winnemucca TLT Lease;

(d) the subordination, attornment and non-disturbance agreement with respect to the Nevada Sublease;

(e) IH Terminal Service Agreement;

(f) IHT Rider Build Agreement;

(g) all other real property agreements and transaction agreements (including any build-own-operate-transfer agreements, as applicable) in respect of the TLT; and

(h) all other material agreements relating to the construction, operation and maintenance of the TLT;

in each case, in form and substance satisfactory to DOE.

“TLT Payments” means payments due or payable by the Borrower under any of the TLT Documents.

“Total Plant Transfer” has the meaning given to such term in Schedule I (Project Milestones).

“Trademarks” means any and all (a) trademarks, trade names, business names, trade styles, service marks, trade dress, designs, fictitious business names, logos and other source or business identifiers (in each case, whether registered or unregistered); and (b) registrations and applications for registration in the United States Patent and Trademark Office or any similar offices in any State of the United States or any political subdivision thereof or any other jurisdiction, and recordations, renewals and extensions thereof, and in each case, together with all goodwill associated therewith.

“Trade Secrets” has the meaning given to such term in clause (e) of the definition of “Intellectual Property”.

“Transaction Document” means each Financing Document, [Redacted — seriously prejudicial] and each Project Document.

“Transfer” has the meaning given to such term in the Affiliate Support Agreement.

“Transmission Code” means the code delivered by DOE to each of the Authorized Transmitters of the Borrower.


		Annex I-53		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement

“UCC” means the Uniform Commercial Code as adopted and in effect in the State of New York, Nevada or any other state the laws of which are required to be applied in connection with the issue of perfection of the Secured Obligations.

“Unfunded Pension Liabilities” means the excess of an Employee Benefit Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that plan’s assets, determined in accordance with the assumptions used for funding the Employee Benefit Plan pursuant to Section 412 of the Code for the applicable plan year.

“United States” and “U.S.” mean the United States of America.

“Variable Sulfur Costs” means the purchase of sulfur.

“Waste Rock Dump Design” means a description, geometric variables (e.g., dump height, volumes, and slope angles), and any other factors relating to the design of the waste rock disposal and storage facilities that ensures safe and stable structures and reliance operation of the facilities.

“Winnemucca TLT Lease” means the Lease Agreement, dated as of December 1, 2023, between the Borrower and the City of Winnemucca regarding real property situated near the Winnemucca Municipal Airport described as Lots 3, 12, 15 to 19, inclusive, 22 and 23 in Section 16, T35N, R37E, MDM, Humboldt County, Nevada, identified as APN 13-0242-0, containing approximately 177.31 acres, and as disclosed in the public record by that certain Memorandum of Lease Agreement dated December 1, 2023, recorded on December 8, 2023 at Document No. 2023-05014, as amended by the First Amendment to Lease Agreement, dated as of September 18, 2024.

“Workforce Hub” or “WFH” means the labor and staff modular residence located at 6500 East Winnemucca Boulevard, Winnemucca, NV 89445.

[Redacted — seriously prejudicial]


		Annex I-54		Thacker Pass –
				Loan Arrangement and Reimbursement Agreement