Offsite Water Flow. Seller will deliver the Property at Closing with proper offsite water flow on and to the Property and which will be managed through the appropriate infrastructure.

Water Quality. The Tejon Water shall be untreated fresh water and will have the same quality as other water in the Wheeler Ridge water delivery system. Tejon has no control over water quality in the Wheeler Ridge water delivery system and makes no representations or warranties regarding the future quality of water in the Wheeler Ridge water delivery system or the water quality of water delivered to Pastoria.

Flow Down. The Contractor shall, as far as practicable, place all subcontracts with Major Subcontractors on terms that will enable the Contractor to terminate in the same manner set forth under this [Article 22.0], Termination for Default of Contract.

Irrigation system shall be high efficiency/low water usage with control features to inform and enable automatic adjustment of the watering program based on weather and flow criteria.

Replenishment of Replacement Water. In addition to Liquidated Damages, if, due to a Delivery Default, Pastoria draws down on its water in Groundwater Storage, or other water maintained in a groundwater bank, to meet its demands (“Replacement Water”), Tejon shall replenish to PEF’s Groundwater Storage account the volume of Replacement Water used within twenty-four (24) months of written notice. PEF shall provide notice to Tejon of its obligation to replenish within ninety (90) days of PEF’s first acquisition of Replacement Water to substitute for a Delivery Default. After the first notice of PEF use of Replacement Water, PEF shall provide Tejon notices of any additional amounts of Replacement Water used as needed and at regular intervals.

Cash flow (including but not limited to operating cash flow and free cash flow)

Excess Cash Flow. Within five (5) Business Days after financial statements have been delivered pursuant to [Section 5.06(a)], beginning with the fiscal year ending ​, the Borrower shall prepay the Borrowings in an aggregate principal amount equal to # the ECF Percentage of Excess Cash Flow for the most recent fiscal year covered by such financial statements less # the aggregate principal amount of any voluntary prepayment of Borrowings made by the Borrower pursuant to [Section 2.06(b)] during such fiscal year (or, at the option of the Borrower, after the end of such fiscal year but prior to the time by such prepayment (it being understood that any such amount may not be then applied to reduce the prepayment required to be made under this paragraph with respect to Excess Cash flow for the next following fiscal year)), excluding any such voluntary prepayments to the extent financed with the incurrence of Long-Term Debt; provided that no prepayment shall be required under this paragraph if, and only to the extent, such prepayment shall not be permitted by the restrictions set forth in the ABL Documents (so long as such restrictions are not more adverse to ​ than those in effect on the Closing Date), it being agreed that to the extent any prepayment or a portion thereof is not made on account of such restrictions, such prepayment or such portion thereof shall be made immediately upon such restrictions ceasing to prohibit such prepayment.

Net Cash Flow. Net Cash Flow of the Partnership, with respect to a fiscal period, shall mean Net Income of the Partnership for such period, reduced by # any repayments of principal on loans of the Partnership, (excluding General Partner’s Loans, the principal amounts of which are payable out of Net Cash Flow as stated in [Article VIII] hereof), # any capital expenditures and prepaid expenses to the extent not included in the determination of Net Income, # any Net Sale Proceeds to the extent included in the determination of Net Income, and # reasonable additions to a reserve, (as determined in the sole discretion of the General Partner); and increased by any receipts by the Partnership which are not included in the determination of Net Income.

Flow Down Obligations. The use of Subcontractors to perform portions of the Work under this Contract shall not in any way excuse Contractor from its responsibilities to provide all of the Work required under this Contract in accordance with the terms. Where required or appropriate, this shall be achieved by flowing down relevant provisions to the respective Subcontractors. Contractor shall use commercially reasonable efforts to flow down the relevant provisions of this Contract to the Major Subcontractors. For the avoidance of doubt, any gaps between the obligations of the Contractor to Customer and the obligations of Subcontractors to the Contractor shall be at the risk of the Contractor, and shall not limit Customer’s rights and benefits hereunder.

Subcontractor Flow-downs for U.S. Government Commercial Items Contracts. Where the goods and/or services being procured by Buyer from Seller are in support of a U.S. Government end customer or an end customer funded in whole or part by the U.S. Government, Seller Covenants to comply with the terms of FAR 52.232-5(e) or 52.244-6 and DEARS 252.212-7001 # or DEARS 252,244-7000 to the extent those terms are applicable to commercially available off-the-shelf (“COTS”) items or commercial items and as appropriate for the dollar value of this Order. In addition, if this Order is in support of a project involving Rural Utility Service (“RUS”) funds, then the following additional requirements apply: # [Article VI], [Section 4] of RUS Form 198, “Compliance with Laws”, specifically the certification as to Debarment and Suspension set forth in 7 CFR pari 3017; and # [Article VI], [Section 5] of RUS Form 198, “Equal Opportunity Provisions”, including the requirements for Seller to provide a certification that Seller has filed a current report on Standard Form 100 and a Certificate of Non-segregated Facilities. The version of these clauses/provisions/requirements shall be those that are in effect as of the dale of this Order.