Washington State Department of Ecology 5/5/2019

• • State of Washington Department of Ecology Page 27 of 38 Agreement No: WQC-2019-EverPW-00052 Project Title: Port Gardner Bay Outfalls Water Quality Treatment Retrofit Recipient Name: City of Everett Public Works Department 3. The RECIPIENT receives from the transferee an amount equal to an amount which will be in the same proportion to the net amount of Senior Lien Obligations and this LOAN then outstanding(defined as the total amount outstanding less the amount of cash and investments in the bond and loan funds securing such debt)as the Gross Revenue of the funded Utility from the portion of the funded Utility sold or disposed of for the preceding year bears to the total Gross Revenue for that period. 4. Expressed written agreement by the DEPARTMENT. The proceeds of any transfer under this paragraph must be used(1)to redeem promptly, or irrevocably set aside for the redemption of, Senior Lien Obligations and to redeem promptly the loan,and(2)to provide for part of the cost of additions to and betterments and extensions of the Utility. R. Sewer-Use Ordinance or Resolution for Funded Wastewater Facility Projects: If not already in existence,the RECIPIENT shall adopt and shall enforce a sewer-use ordinance or resolution. Such ordinance or resolution shall be submitted to ECOLOGY upon request. The sewer use ordinance must include provisions to: 1)Prohibit the introduction of toxic or hazardous wastes into the RECIPIENT's sewer system. 2)Prohibit inflow of stormwater into separated sewer systems. 3)Require that new sewers and connections be properly designed and constructed. S.Termination and Default: Termination and Default Events 1.For Insufficient ECOLOGY or RECIPIENT Funds. ECOLOGY may terminate this loan agreement for insufficient ECOLOGY or RECIPIENT funds. 2.For Failure to Commence Work. ECOLOGY may terminate this loan agreement for failure of the RECIPIENT to commence project work. 3.Past Due Payments. The RECIPIENT shall be in default of its obligations under this loan agreement when any loan repayment becomes 60 days past due. 4. Other Cause. The obligation of ECOLOGY to the RECIPIENT is contingent upon satisfactory performance in full by the RECIPIENT of all of its obligations under this loan agreement. The RECIPIENT shall be in default of its obligations under this loan agreement if,in the opinion of ECOLOGY,the RECIPIENT has unjustifiably failed to perform any obligation required of it by this loan agreement. Procedures for Termination. If this loan agreement is terminated prior to project completion,ECOLOGY shall provide to the RECIPIENT a written notice of termination at least five working days prior to the effective date of termination (the"Termination Date"). The written notice of termination by the ECOLOGY shall specify the Termination Date and,when applicable,the date by which the RECIPIENT must repay any outstanding balance of the loan and all accrued interest(the"Termination Payment Date"). Termination and Default Remedies No Further Payments. On and after the Termination Date,or in the event of a default event,ECOLOGY may,at its sole discretion,withdraw the loan and make no further payments under this agreement. Repayment Demand. In response to an ECOLOGY initiated termination event,or in response to a loan default event, ECOLOGY may at its sole discretion demand that the RECIPIENT repay the outstanding balance of the Loan Amount and all accrued interest. Interest after Repayment Demand. From the time that ECOLOGY demands repayment of funds,amounts owed by the RECIPIENT to ECOLOGY shall accrue additional interest at the rate of one percent per month,or fraction thereof. Accelerate Repayments. In the event of a default,ECOLOGY may,in its sole discretion,declare the principal of and interest on the loan immediately due and payable,subject to the prior lien and charge of any outstanding Senior Lien Obligation upon the Net Revenue. That is,the loan is not subject to acceleration so long as any Senior Lien Obligations are outstanding. Repayments not made immediately upon such acceleration will incur Late Charges. Late Charges. All amounts due to ECOLOGY and not paid by the RECIPIENT by the Termination Payment Date or after acceleration following a default event,as applicable,shall incur late charges. Version 10/30/2015