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•	changes in economic conditions generally and specifically in our industry sectors, and other risks relating to the global economy;

•	reductions in cash flows received from our assets, as well as contractual limitations on the use of our aviation assets to secure debt for borrowed money;

•	our ability to take advantage of acquisition opportunities at favorable prices;

•	a lack of liquidity surrounding our assets, which could impede our ability to vary our portfolio in an appropriate manner;

•	the relative spreads between the yield on the assets we acquire and the cost of financing;

•	adverse changes in the financing markets we access affecting our ability to finance our acquisitions;

•	customer defaults on their obligations;

•	our ability to renew existing contracts and enter into new contracts with existing or potential customers;

•	the availability and cost of capital for future acquisitions;

•	concentration of a particular type of asset or in a particular sector;

•	competition within the aviation, energy, intermodal transport and rail sectors;

•	the competitive market for acquisition opportunities;

•	risks related to operating through joint ventures or partnerships or through consortium arrangements;

•	obsolescence of our assets or our ability to sell, re-lease or re-charter our assets;

•	exposure to uninsurable losses and force majeure events;

•	infrastructure operations may require substantial capital expenditures;

•	the legislative/regulatory environment and exposure to increased economic regulation;

•	exposure to the oil and gas industry’s volatile oil and gas prices;

•	difficulties in obtaining effective legal redress in jurisdictions in which we operate with less developed legal systems;

•	our ability to maintain our exemption from registration under the Investment Company Act of 1940 and the fact that maintaining such exemption imposes limits on our operations;

•	our ability to successfully utilize leverage in connection with our investments;

•	foreign currency risk and risk management activities;

•	effectiveness of our internal control over financial reporting;

•	exposure to environmental risks, including increasing environmental legislation and the broader impacts of climate change;

•	changes in interest rates and/or credit spreads, as well as the success of any hedging strategy we may undertake in relation to such changes;

•	actions taken by national, state, or provincial governments, including nationalization, or the imposition of new taxes, could materially impact the financial performance or value of our assets;

•	our dependence on our Manager and its professionals and actual, potential or perceived conflicts of interest in our relationship with our Manager;

•	effects of the merger of Fortress Investment Group LLC with affiliates of SoftBank Group Corp.;

•	volatility in the market price of our common shares;

•	the inability to pay dividends to our shareholders in the future; and

•	other risks described in the “Risk Factors” section of this report.

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1.	ORGANIZATION

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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3.	LEASING EQUIPMENT, NET

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5.	PROPERTY, PLANT AND EQUIPMENT, NET

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6.	INVESTMENTS

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7.	INTANGIBLE ASSETS AND LIABILITIES, NET

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9.	FAIR VALUE MEASUREMENTS

•	Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.

•	Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs.

•	Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants price the asset or liability.

•	Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

•	Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts.

•	Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

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•	cost of sales of $29.0 million primarily due to costs associated with crude marketing at Jefferson Terminal;

•	facility operations of $1.9 million primarily due to higher equipment shipping and storage costs in the Aviation Leasing and Jefferson Terminal segments and higher project-related costs for our offshore vessels;

•	bad debt expense of $1.5 million in the Aviation Leasing segment; and

•	compensation and benefits of $1.4 million primarily due to an increase in headcount at Jefferson Terminal.

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•	Lease income increased $14.1 million mainly due to an increase in (i) aircraft lease income of $9.8 million primarily driven by the addition of 26 aircraft on lease and (ii) engine lease income of $4.3 million primarily driven by an additional 31 revenue generating engines.

•	Maintenance revenue increased $2.3 million due to an increase in the number of aircraft and engines on lease.

•	Finance lease income increased $0.8 million due to income earned from aircraft classified as a finance lease.

•	Depreciation and amortization expense increased $8.2 million driven by additional aircraft and engines owned and on lease.

•	Operating expenses increased $2.6 million primarily as a result of an increase in bad debt expense of $1.5 million relating to an engine loss receivable deemed uncollectible due to bankruptcy, shipping and storage fees of $0.7 million due to the positioning of our assets for lease and other operating expenses of $0.4 million.

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•	Cash used for the purpose of making investments was $195.4 million and $119.6 million during the three months ended March 31, 2019 and 2018, respectively.

•	Dividends to shareholders and holders of eligible participating securities were $28.4 million and $27.3 million during the three months ended March 31, 2019 and 2018, respectively.

•	Uses of liquidity associated with our operating expenses are captured on a net basis in our cash flows from operating activities. Uses of liquidity associated with our debt obligations are captured in our cash flows from financing activities.

•	Cash flows from operating activities, plus the principal collections on finance leases and maintenance reserve collections were $35.1 million and $21.3 million during the three months ended March 31, 2019 and 2018, respectively.

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•

During the three months ended March 31, 2019, additional borrowings were obtained in connection with the 2022 Notes of $147.8 million, Revolving Credit Facility of $105.0 million, LREG Credit Agreement of $71.5 million, Jefferson Revolver of $13.0 million, DRP Revolver of $9.3 million, and CMQR Credit Agreement of $5.9 million. We made total principal repayments of $47.2 million, primarily relating to the Revolving Credit Facility and CMQR Credit Agreement. During the three months ended March 31, 2018, additional borrowings were obtained in connection with the Jefferson Revolver of $13.0 million, net of financing costs, and the CMQR Credit Agreement of $5.6 million. We made total principal repayments of $12.6 million, primarily relating to the FTAI Pride Credit Agreement and the CMQR Credit Agreement.

•	Proceeds from the sale of assets were $27.3 million and $6.2 million during the three months ended March 31, 2019 and 2018, respectively.

•	Proceeds from the issuance of common shares was $128.5 million, net of issuance costs of $2.1 million, during the three months ended March 31, 2018. There were no issuances of common shares in 2019.

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•	FAD does not include equity capital called from our existing limited partners, proceeds from any debt issuance or future equity offering, historical cash and cash equivalents and expected investments in our operations.

•	FAD does not give pro forma effect to prior acquisitions, certain of which cannot be quantified.

•	While FAD reflects the cash inflows from sale of certain assets, FAD does not reflect the cash outflows to acquire assets as we rely on alternative sources of liquidity to fund such purchases.

•	FAD does not reflect expenditures related to capital expenditures, acquisitions and other investments as we have multiple sources of liquidity and intends to fund these expenditures with future incurrences of indebtedness, additional capital contributions and/or future issuances of equity.

•	FAD does not reflect any maintenance capital expenditures necessary to maintain the same level of cash generation from our capital investments.

•	FAD does not reflect changes in working capital balances as management believes that changes in working capital are primarily driven by short term timing differences, which are not meaningful to our distribution decisions.

•	Management has significant discretion to make distributions, and we are not bound by any contractual provision that requires us to use cash for distributions.

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•	general demand for the type of assets that we purchase;

•	general macroeconomic conditions, including market prices for commodities that our assets may serve;

•	geopolitical events, including war, prolonged armed conflict and acts of terrorism;

•	outbreaks of communicable diseases and natural disasters;

•	governmental regulation;

•	interest rates;

•	the availability of credit;

•	restructurings and bankruptcies of companies in the industries in which we operate, including our customers;

•	manufacturer production levels and technological innovation;

•	manufacturers merging or exiting the industry or ceasing to produce certain asset types;

•	retirement and obsolescence of the assets that we own;

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•	our railroad infrastructure may be damaged, including by flooding and railroad derailments;

•	increases in supply levels of assets in the market due to the sale or merging of operating lessors; and

•	reintroduction of previously unused or dormant assets into the industries in which we operate.

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•	competition from market participants;

•	general economic and/or industry trends, including pricing for the products or services offered by our operating businesses;

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•	the issuance and/or continued availability of necessary permits, licenses, approvals and agreements from governmental agencies and third parties as are required to construct and operate such businesses;

•	changes or deficiencies in the design or construction of development projects;

•	unforeseen engineering, environmental or geological problems;

•	potential increases in construction and operating costs due to changes in the cost and availability of fuel, power, materials and supplies;

•	the availability and cost of skilled labor and equipment;

•	our ability to enter into additional satisfactory agreements with contractors and to maintain good relationships with these contractors in order to construct development projects within our expected cost parameters and time frame, and the ability of those contractors to perform their obligations under the contracts and to maintain their creditworthiness;

•	potential liability for injury or casualty losses which are not covered by insurance;

•	potential opposition from non-governmental organizations, environmental groups, local or other groups which may delay or prevent development activities;

•	local and economic conditions;

•	changes in legal requirements; and

•	force majeure events, including catastrophes and adverse weather conditions.

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•	terrorist acts, armed hostilities, war and civil disturbances;

•	acts of piracy;

•	potential cybersecurity attacks;

•	significant governmental influence over many aspects of local economies;

•	seizure, nationalization or expropriation of property or equipment;

•	repudiation, nullification, modification or renegotiation of contracts;

•	limitations on insurance coverage, such as war risk coverage, in certain areas;

•	political unrest;

•	foreign and U.S. monetary policy and foreign currency fluctuations and devaluations;

•	the inability to repatriate income or capital;

•	complications associated with repairing and replacing equipment in remote locations;

•	import-export quotas, wage and price controls, imposition of trade barriers;

•	U.S. and foreign sanctions or trade embargoes;

•	restrictions on the transfer of funds into or out of countries in which we operate;

•	compliance with U.S. Treasury sanctions regulations restricting doing business with certain nations or specially designated nationals;

•	regulatory or financial requirements to comply with foreign bureaucratic actions;

•	compliance with applicable anti-corruption laws and regulations;

•	changing taxation policies, including confiscatory taxation;

•	other forms of government regulation and economic conditions that are beyond our control; and

•	governmental corruption.

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•	merge, consolidate or transfer all, or substantially all, of our assets;

•	incur additional debt or issue preferred shares;

•	make certain investments or acquisitions;

•	create liens on our or our subsidiaries’ assets;

•	sell assets;

•	make distributions on or repurchase our shares;

•	enter into transactions with affiliates; and

•	create dividend restrictions and other payment restrictions that affect our subsidiaries.

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•	meet the terms and maturities of our existing and future debt facilities;

•	purchase new assets or refinance existing assets;

•	fund our working capital needs and maintain adequate liquidity; and

•	finance other growth initiatives.

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•	a shift in our investor base;

•	our quarterly or annual earnings, or those of other comparable companies;

•	actual or anticipated fluctuations in our operating results;

•	changes in accounting standards, policies, guidance, interpretations or principles;

•	announcements by us or our competitors of significant investments, acquisitions or dispositions;

•	the failure of securities analysts to cover our common shares;

•	changes in earnings estimates by securities analysts or our ability to meet those estimates;

•	the operating and share price performance of other comparable companies;

•	overall market fluctuations;

•	general economic conditions; and

•	developments in the markets and market sectors in which we participate.

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(i)	Owner-Caused Delay;

(ii)	Changes in the scope of Work made by Owner in accordance with Section 8.2(b);

(iii)	Force Majeure Events;

(iv)	Suspension of the Work by Owner without cause or by Contractor pursuant to either Section 16.2(b) or Section 17.2;

(v)	A Change in Law (subject to compliance with Section 2.16(b));

(vi)

Contractor’s encountering subsurface or surface conditions at the Site for which Contractor is entitled to seek a Change Order in accordance with Section 2.27 or Pre-Existing Hazardous Substances (or any such material reasonably believed by Contractor to be contaminated or a Pre-Existing Hazardous Substance) for which Contractor is entitled to seek a Change Order in accordance with Section 2.24(b);

(vii)	Contractor’s discovery of Archeological and Related Findings at the Site for which Contractor is entitled to seek a Change Order in accordance with Section 2.28; or

(viii)	Issuance of a Notice to Proceed after the FNTP Deadline for which Contractor is entitled to seek a Change Order in accordance with Section 2.1; or

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(ix)	Loss or damage to the Work for which Owner chooses not to excuse Contractor’s remaining performance under this Agreement pursuant to Section 2.12(e); or

(x)	Any unexpected surface conditions at the Project Site identified in Contractor’s inspection of the Site performed within thirty (30) days after Owner provides written notice that Owner’s demolition contractor has substantially completed its demolition work;

(xi)	Owner’s failure to complete all pre-mobilization remediation activities described in Exhibit I by March 15, 2019; or

(xii)	Owner fails to fulfill a Retained Obligation or, to the extent allocable to Owner, a Shared Obligation for reasons other than a breach by General Electric of the Power Island Supply Agreement or a breach by Contractor of its obligations under the Power Island Supply Agreement or this Agreement.

(i)	Substantial Completion has been achieved;

(ii)	All of the Performance Guarantees have been achieved, or, if not achieved, to the extent applicable Contractor has paid to Owner any Performance Liquidated Damages owed, and Contractor has completed making necessary system adjustments required for the continuous, safe and reliable operation of the Equipment and Facility;

(iii)	All As-Built Drawings, test reports, final instruction manuals and other drawings and documents as required under the document submittal list of this Agreement to be delivered to Owner by Final Completion have been so delivered;

(iv)	Any Liquidated Damages for which Contractor is liable, and other amounts owed by Contractor to Owner under this Agreement, if any, have been paid to Owner;

(v)	Contractor has delivered to Owner all final lien waivers and releases that are required to have been delivered with the final Application for Payment (as provided in Section 6.3), and any and all liens have been released (excluding Permitted Liens);

(vi)	All Work, including all Punch List work, has been completed in accordance with this Agreement other than Work and other obligations pursuant to this Agreement that require future performance (e.g., Warranty and indemnification obligations);

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(vii)	Cleanup and removal from the Site of all of Contractor’s and Subcontractors’ personnel, supplies, waste, materials, Hazardous Substances, construction equipment and temporary facilities;

(viii)	Contractor has delivered to Owner written assignments of Subcontractor warranties that extend beyond the Warranty Period;

(ix)	The Project has successfully completed the remaining System Verification Tests required for Final Completion; and

(x)	Contractor has delivered a Certificate of Final Completion for the Facility to Owner pursuant to Section 4.4 and Owner has accepted such certificate by signing such certificate.

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(i)	The generating Equipment has been installed with required connections and controls to produce electrical power;

(ii)	All other Equipment that is part of the Work has been installed, checked for alignment, lubrication and rotation;

(iii)	All remaining electrical systems have been checked out, cold commissioned and are ready for energization and operation;

(iv)	Each subsystem of the Project is functionally complete for initial operation and interconnection with the utility;

(v)	All electrical continuity and ground fault tests and all mechanical tests and calibrations have been completed:

(vi)	All instrumentation (including CEMS) is operational, and has been calibrated in accordance with manufacturers’ standards and guidelines and loop checked;

(vii)	The applicable Equipment has been pressure tested, flushed and cleaned out as necessary, excluding steam blows;

(viii)	Project systems have been turned over from construction to the commissioning group;

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(ix)	Contractor has completed the Work to cause the equipment and systems to be capable of operating safely in accordance with Applicable Law, Permits, Prudent Industry Practices and good engineering and construction practices for further commissioning and testing;

(x)	Contractor has submitted an initial Punch List to Owner; and

(xi)	Contractor has delivered a Certificate of Mechanical Completion for the Facility to Owner and Owner has accepted such certificate by signing such certificate.

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(i)	Mechanical Completion has occurred;

(ii)	The Facility will have passed all Startup Tests, Emissions Tests, near-field Noise Test, Facility Capability Demonstration Tests, System Verification Tests and the Reliability Run and all Minimum Performance Criteria have been achieved;

(iii)	In the event that all Performance Guarantees have not been achieved, but all Minimum Performance Criteria have been achieved, Contractor has delivered its corrective work plan and turned over the Work to Owner;

(iv)	The Project has been synchronized with the grid and has satisfied the interconnecting utility’s and PJM’s interconnection requirements;

(v)	Contractor has completed making necessary and desirable system adjustments to the Work identified during the start-up and testing process conditional to continuous, safe and reliable operation of the Equipment and Facility;

(vi)	Except for Punch List items, the Work is completed and the Project is capable of being operated in a safe, reliable, continuous and proper manner in the normal course of business in compliance with this Agreement, Applicable Law and Permits, Prudent Industry Practices, and Contractor’s applicable written procedures and requirements;

(vii)	Contractor has submitted and Owner has approved the Punch List for the Work;

(viii)	Contractor has provided to Owner two (2) hard copies and one (1) electronic version of the O&M Manual including as-built documentation;

(ix)	Contractor has delivered to Owner the Special Tools;

(x)	Contractor has provided Owner copies of all Product Update Information applicable to the Equipment and Facility and details regarding their implementation;

(xi)	If and to the extent that Contractor has utilized any of Owner’s Spare Parts during Contractor’s commissioning and Performance Testing, Contractor, at Contractor’s sole cost, has either replaced such Spare Parts or placed an order for such Spare Parts (on an expedited basis);

(xii)	Contractor has completed all training of Owner’s operations and maintenance personnel;

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(xiii)	All undisputed Substantial Completion Liquidated Damages due and payable through the date of Substantial Completion have been paid to Owner;

(xiv)	Contractor has provided Owner with an amended or new Letter of Credit in accordance with the requirements of Section 6.9(b) of this Agreement;

(xv)	Contractor has delivered to Owner all lien waivers required to be delivered as of such date;

(xvi)	The Facility is available for commercial operation as contemplated by this Agreement at all levels required for Substantial Completion;

(xvii)	Contractor has obtained all Permits required of Contractor for the Facility required as of Substantial Completion and Owner has received copies of all Permits; and

(xviii)	Contractor has delivered a Substantial Completion certificate for the Facility to Owner pursuant to Section 4.3 and Owner has accepted such certificate by signing such certificate (provided that the Substantial Completion Date for purposes of calculating Substantial Completion Liquidated Damages shall be as provided in Section 4.3(c)).

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(i)	As used in this Agreement, the masculine gender shall include the feminine and neuter and the singular number shall include the plural, and vice versa.

(ii)	Unless expressly stated otherwise, references in this Agreement to a Person (including the Parties) include its successors and permitted assigns and, in the case of a Governmental Authority, any Person succeeding to its functions and capacities.

(iii)	As used in this Agreement, references to “days” shall mean calendar days, unless the term “Business Days” is used. If the time for performing a payment or notice obligation under this Agreement expires on a day that is not a Business Day, the time shall be extended until that time on the next Business Day.

(iv)

As used in this Agreement, where a word or phrase is specifically defined, other grammatical forms of such word or phrase have corresponding meanings; the words “herein,” “hereunder” and “hereof’ refer to this Agreement, taken as a whole, and not to any particular provision of this Agreement; and “including” means “including, for example and without limitation,” and other forms of the verb “to include” are to be interpreted similarly.

(v)

As used in this Agreement, all references to a given agreement, instrument or other document shall be a reference to that agreement, instrument or other document as amended, supplemented, restated or otherwise modified from time to time. Any term defined or provision incorporated in this Agreement by reference to another document, instrument or agreement shall continue to have the meaning or effect ascribed thereto whether or not such other document, instrument or agreement is in effect. In this Agreement, references to Applicable Law (including Permits) and

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(vi)

References in this Agreement to Recitals, Articles, Sections and Exhibits are, unless otherwise indicated, to Recitals, Articles, or Sections of, and Exhibits to, this Agreement. All Exhibits attached to this Agreement are incorporated herein by this reference and made a part hereof for all purposes. References in this Agreement to an Exhibit shall mean the referenced Exhibit and any sub-exhibits, sub-parts, components or attachments that form a part thereof.

(vii)	Each Party acknowledges that it was represented by counsel in connection with this Agreement and that it or its counsel reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

(viii)	In the event of a conflict or inconsistency between the terms of the body of this Agreement and those of the Exhibits attached hereto, the following order of precedence shall govern the interpretation of such documents:

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(i)	promptly, following receipt of written notice of such Lien or of Contractor’s becoming aware of the assertion of such Lien, provide written notice thereof to Owner; and

(ii)

as soon as reasonably practicable, but in no event later than fifteen (15) Business Days after the date that Contractor receives written notice that such Lien was filed, recorded or asserted, or otherwise becomes aware of such Lien, either (x) pay or discharge, and discharge of record, any such Lien, (y) pay the appropriate amount into a court of competent jurisdiction in order to have the Lien vacated of record, or (z) provide, at Contractor’s option, either a bond or letter of credit from a surety or

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(iii)

Upon the failure of Contractor to perform its obligations under Section 2.20(b), Owner may, but shall not be obligated to, either (i) obtain a bond, letter of credit or other security for such Lien and, upon posting of such security therefor, shall be entitled to recover promptly from Contractor the reasonable costs and expenses incurred by Owner in connection therewith, or (ii) offset the amount of any such Lien from any amounts otherwise due to Contractor hereunder or draw upon any letter of credit provided by Contractor hereunder (including the Letter of Credit) and thereafter pay, release, satisfy and discharge such Lien. Additionally, if Contractor fails to perform its obligations under this Section 2.20, Contractor shall pay or reimburse Owner for any costs and expenses incurred by Owner in releasing, discharging and satisfying any such Lien (including, without limitation, any reasonable attorneys’ fees and other court costs) and shall indemnify, defend and hold harmless the Owner Indemnified Parties to the extent required under Section 11.1(iv). The terms and provisions of this Section 2.20 shall survive the expiration or termination of this Agreement.

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(i)

Contractor shall keep and maintain full and detailed books, construction and manufacturing logs, records, daily reports, accounts, schedules, payroll records, receipts, statements, electronic files, correspondence and other pertinent documents as may be necessary for proper management under this Agreement, as required under Applicable Law or this Agreement, and in any way relating to this Agreement (“Books and Records”). Contractor shall maintain all such Books and Records in accordance with GAAP applicable in the United States and shall retain all such Books and Records for a minimum period of time equal to the greater of: (i) seven (7) years after Final Completion, (ii) such period of time as may be required under Applicable Law, and (iii) the time period required for resolution of all Third Party claims arising out of or relating to this Agreement, the Work or the Facility.

(ii)

Upon reasonable notice, Owner, Lender, and any of their representatives, including the Independent Engineer, shall have the right to audit or to have audited Contractor’s Books and Records (including all amounts billed under any Change Orders that are not a lump sum price and any items not part of such lump sum price, such as allowances); provided, however, that such parties shall not have the right to audit or have audited Contractor’s Books and Records in connection with the internal composition of any compensation that is fixed in amount hereunder, except to the extent that any such compensation has any bearing with respect to (i) any claims brought by Contractor for extra compensation (excluding agreed upon Change Orders) and such claims depend in whole or in part on the internal composition of any such fixed amounts, (ii) any proceeding (including any civil, criminal or administrative proceeding or investigation) before any Governmental Authority in which Owner is involved and such information is necessary in the written opinion of the Governmental Authority, (iii) regulatory compliance, standards or demands from any Governmental Authority in writing; or (iv) any amounts for which Contractor seeks payment if this Agreement is terminated by Owner under Sections 16.1 or 16.4. When requested by Owner, Contractor shall provide the auditors with reasonable access to all such Books and Records, and Contractor’s personnel shall cooperate with the auditors to effectuate the audit or audits hereunder. The auditors shall have the right to copy all such Books and Records at their cost. Contractor shall bear all costs and expenses incurred by it in assisting Owner with audits performed pursuant to this Section 2.21. The restrictions in this Section 2.21 to the audit rights of Owner, Lender or Lender’s independent engineer shall not control over any rights such parties have under Applicable Law, in discovery in any litigation arising out of Article 18 or in any litigation against Guarantor.

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(i)	$[***] per day for the first fifteen (15) days of delay;

(ii)	$[***] per day for the next thirty (30) days of delay; and

(iii)	$[***] per day for any subsequent days of delay.

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(i)	Contractor shall provide written notice to Owner describing the particulars of the Excusable Event, with written notice given promptly after the occurrence of the Excusable Event, and in no event more than ten (10) days after Contractor becomes aware of the occurrence of such Excusable Event;

(ii)	Contractor’s written notice under the preceding clause (i) shall estimate the Excusable Event’s expected duration and probable impact on the performance of Contractor’s obligations hereunder and/or the cost of the Work and include documentation substantiating the impact upon the Milestone Schedule, and

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(iii)

Contractor shall make a written request for an equitable adjustment in the Milestone Schedule, including the Guaranteed Substantial Completion Date and/or Contract Price to Owner within ten (10) days after the cessation of the Excusable Event specifying the number of days Contractor believes that its activities were in fact delayed as a result of the event and/or the increase in the cost of the Work on account of the Excusable Event. If the impacts of the Excusable Event cannot reasonably be determined by Contractor within ten (10) days after the cessation of the Excusable Event, then Contractor shall give Owner Contractor’s best estimate of the delay and/or increase in cost within such ten (10) day period, and Contractor shall update Owner every ten (10) days thereafter as to the number of days Contractor believes that its activities were in fact delayed as a result of the event and/or the increase in the cost of the Work on account of the Excusable Event until the cessation of the impacts incurred due to the Excusable Event, along with a statement setting forth Contractor’s recovery plan and describing in detail the efforts of Contractor that have been or are going to be made to overcome or remove the Excusable Event and to minimize the potential adverse impact resulting from such Excusable Event;

(iv)	Contractor shall demonstrate, to the reasonable satisfaction of Owner, that the Excusable Event delayed the performance of the Work and/or increased the cost of the Work, and that the activity claimed to have been delayed was in fact delayed by the Excusable Event;

(v)	Contractor shall perform its obligations under this Agreement which are not impacted or affected by the Excusable Event and shall exercise all reasonable efforts to correct or cure the event delaying or preventing performance in order to resume full performance;

(vi)	Contractor shall exercise reasonable efforts to mitigate any delay in the performance or increased cost of its obligations under the terms of this Agreement that may result as a consequence of the occurrence of an Excusable Event; and

(vii)	when Contractor is able to resume performance of the affected obligations under this Agreement, Contractor shall promptly resume performance and provide Owner written notice to that effect.

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(i)	all of its professional services (including, without limitation, design and engineering services) will be performed in accordance and conformity with the Requirements of

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(ii)

the Work, including all Equipment and the Facility, and each component thereof (a) shall be: (i) new, undamaged, complete, of good quality, fit for the purposes specified in this Agreement and of suitable grade for the intended function and use as specified in this Agreement; (ii) capable of performing in a good and workmanlike manner; (iii) in accordance with all of the Requirements and specifications of this Agreement, including in accordance with Prudent Industry Practices, Applicable Law, Permits and Applicable Codes and Standards; (iv) free from encumbrances to title (other than Permitted Liens); (v) free from defects in material and workmanship, including, without limitation, those caused by a breach of Section 9.1(i); (vi) with respect to Equipment or any component of Equipment, composed and made of only proven technology, of a type in commercial operation at the effective date of this Agreement; (vii) capable of operating in accordance with all Requirements of this Agreement (including Applicable Law, Applicable Codes and Standards and the required emissions criteria) and (viii) engineered and designed, subject to the professional standard of care set forth in Section 9.1(i), without any defects or deficiencies that materially and adversely affect (A) the mechanical, electrical or structural integrity of the Facility, (B) the performance of the Facility or (C) the continuous, safe, reliable and prudent operation of the Facility during its design life, and (b) shall not infringe upon the Intellectual Property Rights of any third party.

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(i)

the Parties may disclose Confidential Information to their respective Affiliates and the respective officers, directors, employees, advisors and counsel of such Parties and their Affiliates; provided that each Party shall cause any such Affiliate, officer, director, employee, advisor or counsel of such Party to keep the Confidential Information confidential and shall not disclose the same to any other Person (except another Person described in this Section 13.1(i)) without the prior written consent of the disclosing Party.

(ii)

the Parties may disclose Confidential Information to their contractors, subcontractors (including Subcontractors), consultants, representatives and agents whose access is necessary for the proper performance of the Parties’ respective duties and obligations under this Agreement so long as any such disclosure shall be limited to such Confidential Information as any such contractor, subcontractor (including any Subcontractor), consultants, representative or agent requires in order to properly perform the respective duties and obligations under this Agreement, but only if such contractor, subcontractor, consultant, representative or agent agrees: (i) to keep the Confidential Information confidential on terms substantially similar to this Article 13; (ii) not to disclose the same to any other Person without the prior written consent of the disclosing Party and (iii) not to use any Confidential Information for any purpose other than as provided in this Section 13.1(ii).

(iii)

Owner may disclose Confidential Information, on a “need to know basis”, to its contractors, subcontractors (including Subcontractors), suppliers, consultants and agents for the completion, repair, operation and maintenance of, and additions, improvements, changes or alterations to, the Facility; but only if such contractor, subcontractor, supplier, consultant or agent agrees: (i) to keep the Confidential Information confidential on terms substantially similar to this Article 13; (ii) not to disclose the same to any other Person without the prior written consent of the disclosing Party, and (iii) not to use any Confidential Information for any purpose other than as provided in this Section 13.1(iii).

(iv)

Owner may also disclose Confidential Information to Lenders and potential Lenders and prospective and actual purchasers of the Facility or direct or indirect interests in Owner, the Independent Engineer and the Owner’s Engineer, on a “need to know basis” so long as any such disclosure shall be: (i) subject to the agreement of any such Lender (or potential Lender) or prospective (or actual) purchaser to keep the Confidential Information confidential on terms substantially similar to this Article 13, (ii) to not disclose the same to any third party (other than its counsel and other consultants) without the prior written consent of Contractor and (iii) not to use any Confidential Information for any purpose other than in connection with the Facility and the development, construction, ownership, leasing, use, operation, maintenance,

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(i)	Contractor shall refuse or persistently fails to provide sufficient properly skilled workers, adequate supervision or materials of the proper quality in order to perform the Work;

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(ii)	Contractor shall fail in any material respect to prosecute the Work according to the Project Schedule or other applicable agreed schedule or in a workmanlike, safe and skillful manner;

(iii)	Except as otherwise expressly covered by another Contractor Default set forth in this Section 16.1, any breach of any material duty or obligation of Contractor;

(iv)	Failure of Contractor to perform its obligations under this Agreement such that the Project does not achieve Substantial Completion within 180 days after the Guaranteed Substantial Completion Date (provided that no additional cure period will apply to this Contractor Default);

(v)	Failure of Contractor to perform its obligations under this Agreement such that the Project does not achieve Final Completion within 180 days after the Guaranteed Final Completion Date (provided that no additional cure period will apply to this Contractor Default);

(vi)	Contractor or Guarantor becomes insolvent or generally fails to pay, or admits in writing its inability or unwillingness to pay, its debts as they become due (provided that no additional cure period will apply to this Contractor Default);

(vii)	Contractor or Guarantor makes a general assignment for the benefit of its creditors (provided that no additional cure period will apply to this Contractor Default);

(viii)

Contactor or Guarantor shall commence or consent to any case, proceeding or other action (a) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Contractor or Guarantor or of Contractor’s or Guarantor’s debts under any Applicable Law relating to bankruptcy, insolvency, reorganization or relief of debts, or (b) seeking appointment of a receiver, trustee or similar official for Contractor or Guarantor or for all or any part of Contractor’s or Guarantor’s property (provided that no additional cure period will apply to this Contractor Default);

(ix)

any case, proceeding or other action against Contractor or Guarantor shall be commenced (a) seeking to have an order for relief entered against Contractor or Guarantor as debtor, (b) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Contractor or Guarantor or Contractor’s or Guarantor’s debts under any Applicable Law relating to bankruptcy, insolvency, reorganization or relief of debtors, or (c) seeking appointment of a receiver, trustee, or similar official for Contractor or Guarantor or for all or any part of Contractor’s or Guarantor’s property; and such case, proceeding or action is not dismissed within sixty (60) days thereafter (provided that no additional cure period will apply to this Contractor Default);

(x)	Failure of Contractor to make payment to Owner, when due, of any payment required under this Agreement that is not disputed in good faith by Contractor, including, without limitation, Liquidated Damages;

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(xi)	Failure to maintain and, as applicable, amend the Letter of Credit, as required by this Agreement (provided that no additional cure period will apply to this Contractor Default);

(xii)	Failure to pay undisputed amounts to Subcontractors in a timely manner in accordance with their Subcontract;

(xiii)	A dissolution of Contractor or Guarantor (provided that no additional cure period will apply to this Contractor Default);

(xiv)	Any assignment or transfer by Contractor of its rights and obligations under this Agreement without Owner’s prior written consent (provided that no additional cure period will apply to this Contractor Default);

(xv)	Abandonment of the Work, or if within five (5) days after Contractor’s receipt of written notice from Owner stating its belief that Contractor has abandoned all or part of the Work, Contractor has failed to (a) resume diligent performance of the Work or (b) provide reasonable assurances that it has not abandoned all or part of the Work;

(xvi)	Repudiation of any of Contractor’s obligations under this Agreement;

(xvii)	Failure to maintain insurance required under this Agreement (provided that no additional cure period will apply to this Contractor Default);

(xviii)	Contractor’s failure to comply with Applicable Law or Applicable Codes and Standards in the performance of the Work;

(xix)	Failure to discharge, bond over or otherwise remove liens filed by any Subcontractor as required by this Agreement;

(xx)	Contractor’s commission of any willful misconduct;

(xxi)	Contractor’s aggregate liability under this Agreement for any Liquidated Damages either reaches or exceeds any of the limits in Section 19.2;

(xxii)	Any representation or warranty of Contractor contained in this Agreement shall prove to be materially false or intentionally misleading at the time such representation or warranty is made;

(xxiii)	The Parent Guaranty is repudiated by Guarantor or shall cease to be valid, binding or enforceable or if there is a default under such Parent Guaranty, and such default shall persist on the date of written notice thereof from Owner (provided that no additional cure period will apply to this Contractor Default);

(xxiv)	A General Electric Triggered Default (provided that no additional cure period beyond what is provided in the Power Island Supply Agreement will apply to this Contractor Default); or

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(xxv)	An “Owner Default” under the Power Island Supply Agreement occurs which is not due to any breach by Owner of the Retained Obligations or, to the extent allocable to Owner, the Shared Obligations (provided that no additional cure period beyond what is provided in the Power Island Supply Agreement will apply to this Contractor Default).

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(i)	Owner becomes insolvent or generally fails to pay, or admits in writing its inability or unwillingness to pay, its debts as they become due;

(ii)	Owner makes a general assignment for the benefit of its creditors;

(iii)

Owner shall commence or consent to any case, proceeding or other action (a) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or of Owner’s debts under any Applicable Law relating to bankruptcy, insolvency, reorganization or relief of debts, or (b) seeking appointment of a receiver, trustee or similar official for Owner or for all or any part of Owner’s property;

(iv)

any case, proceeding or other action against Owner shall be commenced (a) seeking to have an order for relief entered against Owner as debtor, (b) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or Owner’s debts under any Applicable Law relating to bankruptcy, insolvency, reorganization or relief of debtors, or (c) seeking appointment of a receiver, trustee, or similar official for Owner or for all or any part of Owner’s property; and such case, proceeding or action is not dismissed within sixty (60) days thereafter;

(v)	Owner fails to pay to Contractor any payment required under this Agreement which is not subject to a good faith dispute by Owner or which Owner is not entitled to withhold payment in accordance with this Agreement, and such failure continues for thirty (30) days after receipt of written notice of such failure; or

(vi)	An “Owner Default” under the Power Island Supply Agreement occurs which is due to any breach by Owner of the Retained Obligations or, to the extent allocable to Owner, the Shared Obligations (provided that no additional cure period beyond what is provided in the Power Island Supply Agreement will apply to this Owner Default).

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(i)

(a) Contractor’s indemnity obligations set forth in Section 11.1(a)(i) and 11.1(a)(iv) under this Agreement, and (b) Contractor’s indemnity obligations pursuant to Section 12.4 solely in respect of Third Party intellectual property Claims relating to the General Electric scope of supply provided under the Power Island Supply Agreement (provided that, for purposes of clarity, Contractor’s liability to Owner for damages under such a Claim shall be limited to Contractor’s actual recovery from General Electric on account thereof);

(ii)	Contractor’s abandonment of the Work;

(iii)	Claims which arise or result from (a) the Gross Negligence of Contractor’s Senior Personnel or (b) willful misconduct or fraud of Contractor or its Subcontractors;

(iv)	Contractor’s obligation to deliver to Owner full legal title to and ownership of all or any portion of the Work and Facility as required under this Agreement;

(v)	Costs incurred by Contractor to achieve all of the Minimum Performance Criteria, Mechanical Completion and Substantial Completion or to perform (subject to Section 2.12(f) to the extent applicable) Corrective Work; and

(vi)	The proceeds (excluding payment of deductibles) of any policies of insurance specifically and separately procured and maintained (or required to be maintained) by Contractor for the Work in accordance with the terms of this Agreement, but not those policies that are part of Contractor’s practice program.

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(i)	to any Affiliate or co-venturer of Owner provided the financial creditworthiness of the assignee is equal or better than the Owner or the assignee otherwise demonstrates that it has the financial resources necessary to perform its obligations under this Agreement;

(ii)	to any Person which acquires all or substantially all of the assets of Owner related to the Facility or the ownership interests in Owner; and/or

(iii)

to any Lender of Owner. In the event Owner does in fact intend to collaterally assign this Agreement to a Lender, Contractor agrees that it shall (and shall cause the Guarantor to) (x) execute a consent to Owner’s collateral assignment of this Agreement to any such Lender (which consent shall be in a form that is customary for the financing of a gas-fired power project and reasonably acceptable to such Lender) provided however, that such shall not materially impair or diminish Contractor’s rights or materially increase Contractor’s obligations under this Agreement, and (y) provide an opinion of in-house counsel reasonably satisfactory to such Lender regarding the due execution and authorization (and, if required by such Lender, an opinion of outside counsel reasonably satisfactory to such Lender (the reasonable out-of-pocket cost for which shall be paid by Owner) regarding the enforceability) of this Agreement, the Parent Guaranty and such preceding consent and such other matters as such Lender may reasonably request.

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(i)	Substantial Completion has been achieved;

(ii)

the Guaranteed Net Equipment Electrical Output, the Guaranteed Net Equipment Heat Rate and the Guaranteed SCR Ammonia Consumption have been achieved, or, if not achieved, to the extent applicable Supplier has paid to Owner any Performance Liquidated Damages owed, and Supplier has completed making necessary system adjustments required for the continuous, safe and reliable operation of the Equipment;

(iii)	all As-Built Drawings, and other documents as required under the document submittal list set forth in the Schedule of Submittals in Exhibit A of the Specifications of this Agreement to be delivered to Owner by Final Completion have been so delivered;

(iv)	any Liquidated Damages for which Supplier is liable, and other amounts owed by Supplier to Owner under this Agreement, if any, have been paid to Owner;

(v)	final lien waivers and releases from Supplier and each Major Subcontractor have been delivered to Owner;

(vi)	all Work, including Punch List items, has been completed, and all other duties and obligations of Supplier under this Agreement have been fully performed, other than obligations that require future performance (e.g., Warranty and indemnification obligations); and

(vii)	Supplier has submitted a draft Certificate of Final Completion to Owner pursuant to Section 4.6.

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(i)	The generating Equipment has been installed with required connections and controls to produce electrical power;

(ii)	All other equipment that is part of the work under the EPC Contract has been installed, checked for alignment, lubrication and rotation;

(iii)	All remaining electrical systems have been checked out, cold commissioned and are ready for energization and operation;

(iv)	Each subsystem of the Project is functionally complete for initial operation and interconnection with the utility;

(v)	All electrical continuity and ground fault tests and all mechanical tests and calibrations have been completed:

(vi)	All instrumentation (including the Continuous Emissions Monitoring System) is operational, and has been calibrated in accordance with manufacturers’ standards and guidelines and loop checked;

(vii)	The applicable Equipment has been pressure tested, flushed and cleaned out as necessary, excluding steam blows;

(viii)	Project systems have been turned over from construction to the commissioning group;

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(ix)	EPC Contractor has completed its work to cause the equipment and systems to be capable of operating safely in accordance with applicable Law, Permits, prudent industry practices and good engineering and construction practices for further commissioning and testing; and

(x)	All other criteria necessary for the achievement Mechanical Completion as provided in the EPC Contract have been satisfied or achieved.

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1.	All material components of the Equipment necessary to support first fire of the Equipment have been delivered to the Delivery Point by Supplier and constructed and installed by the EPC Contractor in accordance with Supplier’s recommendations;

2.	All material systems required to support first fire have been installed and cold commissioning tests completed and deemed to be ready for initial commissioning and first fire by the EPC Contractor and confirmed by Supplier, and the Parties have agreed that the Equipment is ready for safe operation and, as installed, and would not void any Supplier’s warranty;

3.	Such systems have been flushed and cleaned out as necessary;

4.	The necessary balance of plant systems and interconnections have been appropriately checked for alignment, lubrication, rotation, and hydrostatic and pneumatic pressure integrity, appropriate flushed, cleaned, and statically tested;

5.	The distributed control system and continuous emissions monitoring systems have been installed and fully functional. The continuous emissions monitoring system need not be certified;

6.	The necessary plant systems (non-Power Island Equipment systems) and interconnects are available to provide safe and continuous operation;

7.	The necessary fuels, lubricants and operating supplies are continuously available;

8.	Owner’s trained operators are available for operation of the Power Island Equipment;

9.	Owner’s craft labor and management support are available if needed to make corrections to the Facility; and

10.	Supplier will have reasonable access to Supplier’s equipment including station cranes and similar equipment.

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(i)	the Equipment shall have passed all Startup and Emissions Tests, Noise Tests, Reliability Run and Capability Tests, and as demonstrated by the most recent completed Performance Test that has been conducted, all of the Substantial Completion Guarantees have been successfully achieved and all Minimum Performance Criteria have been successfully achieved without invalidating or

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(ii)

in the event that all Performance Guarantees have not been achieved, but all Minimum Performance Criteria have been achieved, (i) Supplier has delivered its corrective work plan to pursue the achievement of all Performance Guarantees and turned over the Work to Owner and (ii) the face amount of LOC-3 shall have been increased, beyond the face amount otherwise required by this Agreement, in an amount equal to the maximum aggregate amount of Performance Liquidated Damages that would be payable under this Agreement based on the results of the First Completed Minimum Performance Test (provided that the maximum aggregate face amount of LOC-3 shall not exceed an amount equal to thirty-five percent (35%) of the Contract Price), which increased face amount of LOC-3 shall secure the full and faithful payment of the Performance Liquidated Damages which are ultimately determined to be due from Supplier under this Agreement, and such LOC-3 shall not expire prior to the time that the aggregate amount of Performance Liquidated Damages have been ultimately determined to be due from Supplier under this Agreement have been paid to Owner;

(iii)	the Equipment is capable of being synchronized with the grid;

(iv)	Supplier has completed making necessary adjustments to the Work identified during the start-up and testing process conditional to continuous, safe and reliable operation of the Equipment;

(v)	except for Punch List items to be completed after the achievement of Substantial Completion, the Work is completed and capable of being operated in the normal course of business in compliance with applicable Laws and Supplier’s applicable written procedures and requirements;

(vi)	Supplier has submitted the Punch List for Supplier’s Work and pursued the same in accordance with Section 4.5;

(vii)	Supplier has provided to Owner two (2) hard copies and one (1) electronic version of the preliminary Operation & Maintenance Manual;

(viii)	Supplier has delivered to Owner the Special Tools;

(ix)	Supplier has provided Owner copies of all Product Update Information applicable to the Equipment and details regarding their implementation;

(x)	If and to the extent that Supplier has utilized any of Owner’s Spare Parts during Supplier’s commissioning and Performance Tests, Supplier, at Supplier’s sole cost, has either replaced such Spare Parts or placed an order for such Spare Parts (on an expedited basis);

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(xi)	Supplier has completed all training of Owner’s personnel in accordance with Section 2.24;

(xii)

all undisputed Documents Liquidated Damages, Delivery Liquidated Damages and HRSG Weld Liquidated Damages have been paid to Owner, provided that, with respect to any such disputed Liquidated Damages and any Substantial Completion Liquidated Damages estimated by Owner in accordance with Section 4.5(b), the face amount of LOC-3 shall have been increased, beyond the face amount otherwise required by this Agreement, in an amount equal to the aggregate amount of such Liquidated Damages then disputed between the Parties or so estimated by Owner (provided that the maximum aggregate face amount of LOC-3 shall not exceed an amount equal to thirty-five percent (35%) of the Contract Price), which increased face amount of LOC-3 shall secure the full and faithful payment of the Documents Liquidated Damages, Delivery Liquidated Damages HRSG Weld Liquidated Damages and Substantial Completion Liquidated Damages which are ultimately determined to be due from Supplier under this Agreement, and such LOC-3 shall not expire prior to the time that the aggregate amount of such Liquidated Damages have been ultimately determined (whether by mutual agreement of the Parties or by means of dispute resolution proceedings under Article 18) to be due from Supplier under this Agreement have been paid to Owner;

(xiii)	Supplier has delivered to Owner LOC-3;

(xiv)	Supplier has delivered to Owner an interim lien waiver and other supporting invoice documentation required to be delivered as of such date; and

(xv)	Supplier has submitted a draft Certificate of Substantial Completion to Owner pursuant to Section 4.5.

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(i)	As used in this Agreement, the masculine gender shall include the feminine and neuter and the singular number shall include the plural, and vice versa.

(ii)	Unless expressly stated otherwise, references in this Agreement to a Person (including the Parties) include its successors and permitted assigns and, in the case of a Governmental Authority, any Person succeeding to its functions and capacities.

(iii)	As used in this Agreement, references to “days” shall mean calendar days, unless the term “Business Days” is used. If the time for performing a payment or notice obligation under this Agreement expires on a day that is not a Business Day, the time shall be extended until that time on the next Business Day.

(iv)

As used in this Agreement, where a word or phrase is specifically defined, other grammatical forms of such word or phrase have corresponding meanings; the words “herein,” “hereunder” and “hereof’ refer to this Agreement, taken as a whole, and not to any particular provision of this Agreement; and “including” means “including, for example and without limitation,” and other forms of the verb “to include” are to be interpreted similarly.

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(v)

As used in this Agreement, all references to a given agreement, instrument or other document shall be a reference to that agreement, instrument or other document as amended, supplemented, restated or otherwise modified from time to time. Any term defined or provision incorporated in this Agreement by reference to another document, instrument or agreement shall continue to have the meaning or effect ascribed thereto whether or not such other document, instrument or agreement is in effect. In this Agreement, references to applicable Laws (including Permits) and provisions thereof are to be construed as including all statutory or regulatory provisions consolidating, amending, replacing, succeeding, or supplementing the applicable Laws (including Permits) or provisions thereof.

(vi)

References in this Agreement to Recitals, Articles, Sections and Exhibits are, unless otherwise indicated, to Recitals, Articles, or Sections of, and Exhibits to, this Agreement. All Exhibits attached to this Agreement are incorporated herein by this reference and made a part hereof for all purposes. References in this Agreement to an Exhibit shall mean the referenced Exhibit and any sub-exhibits, sub-parts, components or attachments that form a part thereof.

(vii)	Each Party acknowledges that it was represented by counsel in connection with this Agreement and that it or its counsel reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

(viii)	In the event of a conflict or inconsistency between the terms of the body of this Agreement and those of the Exhibits attached hereto, the following order of precedence shall govern the interpretation of such documents:

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a)

Supplier shall provide the technical advisory services (“TA Services”) in accordance with Exhibit A, Attachment 19-02 as part of the Work. Provided EPC Contractor achieves the dates set forth in Section 2.3(b), all TA Services hours shall be to Supplier’s account. If EPC Contractor fails to achieve the dates in Section 2.3(b) for any reason not attributable to Supplier, incremental hours required by EPC Contractor from Supplier in addition to those set forth in the Contract Price will be invoiced at the rates set forth in Exhibit A, Attachment 19-02. Supplier’s rates shall not be increased more than three percent (3%) per year to those set forth in Exhibit A, Attachment 19-02.

b)

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c)	In addition to the TA Services described in Exhibit A, Attachment 19-02, Supplier shall:

A.	Follow EPC Contractor’s prescribed procedures on keeping records of service and time activities of service personnel while at the Site.

B.

Provide EPC Contractor a written timesheet and daily report of the Work performed each day. EPC Contractor must sign and approve all time expended to validate time for reimbursement. Unsigned timesheets will not be paid. Supplier’s field service representative must clear with EPC Contractor for any period spent away from the Project other than normal off-time and advise EPC Contractor how Supplier’s field service representative can be reached in the event of an emergency.

C.	Allow Supplier’s field service representative to have authority and responsibility to:

i.	Accept work installed at each step of the installation process by co-signing with EPC Contractor the quality assurance and verification documentation.

ii.	Authorize and sign timesheets for remedial or extra Work performed by EPC Contractor on behalf of Supplier.

D.	Supplier’s erection / start up duties shall include, but not be limited to:

i.	Sign on to the crew work log for the work being inspected on a daily basis.

ii.	Provide notice of inspection hold points for critical installations.

iii.	Understand and agree to EPC Contractor requested hold points and sign offs in the event there are additional requirements from either Owner or EPC Contractor above and beyond those required by Supplier.

iv.	Sign off on all hold points as appropriate and agreed upon as work progresses.

v.	Provide any unique or special information for consideration for rigging any Supplier provided component for unloaded or erection, to include but not limited to center of gravity, component weight, special instructions as to rigging attachment points or rigging configuration, and any other special handling instructions.

vi.	Ensure EPC Contractor has any required information regarding handling, storage, and maintenance of any Supplier provided components ninety (90) days in advance of delivery.

vii.	Provide a daily report detailing time of arrival on site, time of departure, inspections completed, results of inspections completed, deficiencies noted, suggested corrective actions, conversations between Supplier and EPC Contractor or Owner personnel, as well as any other pertinent observations regarding safety, quality, or progress.

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(i)	As to each item of Equipment to be shipped from within the United States, upon Supplier making such item available for shipment from the warehouse or from the manufacturer’s facility and when such item departs from the warehouse or from the manufacturer’s facility, at which time it will be deemed to be introduced into the stream of interstate commerce.

(ii)

As to each item of Equipment to be shipped from within a country other than the United States, upon the earlier of (x) when such item has been cleared for export, at which time it will be deemed to be introduced into the stream of interstate commerce, or (y) if shipped from within the European Union, when such item departs from the territorial land, sea and overlying airspace of the sending country, as applicable.

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(i)	promptly, following receipt of written notice of such Lien or of Supplier’s becoming aware of the assertion of such Lien, provide written notice thereof to Owner; and

(ii)

as soon as reasonably practicable, but in no event later than fifteen (15) days after the date that Supplier receives written notice that such Lien was filed, recorded or asserted, or otherwise becomes aware of such Lien, either (x) pay or discharge, and discharge of record, any such Lien, (y) pay the appropriate amount into a court of competent jurisdiction in order to have the Lien vacated of record, or (z) provide, at Supplier’s option, either a bond or letter of credit from a surety or commercial bank reasonably acceptable to Owner to protect against such Lien (which bond or letter of credit shall be in form, substance and amount sufficient (after satisfying all procedural and substantive requirements therefor under applicable Law) to discharge such Lien such that it is neither enforceable against Owner nor any asset of Owner and to permit Owner to obtain title insurance with no exceptions for such Lien). Notwithstanding the foregoing, Supplier shall in any event discharge, release and remove of record any such Lien no later than the date that is the earliest to occur of: (a) ten (10) Business Days prior to the date the existence of such Lien would give rise to a default under any financing documents or similar agreements Owner or, with respect to the Facility, any of its Affiliates has entered into with any Lenders, as determined by Owner and communicated to Supplier no less than fifteen (15) days prior to the date such default would otherwise arise; (b) five (5) Business Days following the date that the claimant under any such Lien commences procedures to foreclose upon such Lien; (c) ten (10) Business Days after the date Owner notifies Supplier of a request or demand from a Lender that such Lien be discharged, released and removed of record; and (d) the date the final progress payment is due to Supplier hereunder.

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(i)	$[***] per day for the first fifteen (15) days of delay;

(ii)	$[***] per day for the next thirty (30) days of delay; and

(iii)	$[***] per day for any subsequent days of delay.

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(i)	The continuous availability of all fuels, lubricants, operating supplies and electrical backfeed;

(ii)	Owner’s operating personnel (provided Supplier has trained such personnel as provided in this Agreement) are available for operation of the Facility;

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(iii)	Operation of the Facility at the times and at the loads reasonably requested by Supplier;

(iv)	Craft labor and management support are available if needed to undertake corrective work to the Facility;

(v)	Supplier will have reasonable access to the Power Island to the extent necessary for Supplier to perform the Supplier Commissioning Work, including priority access to specific plant work areas, station cranes and similar equipment;

(vi)	The most current copy of the Facility start-up schedule is available to Supplier; and

(vii)	A copy of the control room log is available to Supplier.

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(i)	Supplier shall provide written notice to Owner describing the particulars of the Force Majeure Event, with written notice given promptly after the occurrence of the Force Majeure Event, and in no event more than seven (7) Days after Supplier becomes aware of the occurrence of such Force Majeure Event;

(ii)	Supplier’s written notice under the preceding clause (i) shall estimate the Force Majeure Event’s expected duration and probable impact on the performance of Supplier’s obligations hereunder, and Supplier shall continue to furnish timely regular reports with respect thereto during the continuation of the Force Majeure Event;

(iii)	Supplier shall make a written request for an equitable adjustment in the applicable Guaranteed Delivery Date to Owner within ten (10) days after the cessation of the Force Majeure Event specifying the number of days Supplier believes that its activities were in fact delayed as a result of the event;

(iv)	Supplier shall demonstrate, to the reasonable satisfaction of Owner, that the Force Majeure Event delayed the performance of the Work, and that the activity claimed to have been delayed was in fact delayed by the Force Majeure Event;

(v)	Supplier shall perform its obligations under this Agreement which are not impacted or affected by the Force Majeure Event and shall exercise all reasonable efforts to correct or cure the event delaying or preventing performance in order to resume full performance;

(vi)	Supplier shall exercise reasonable efforts to mitigate any delay in the performance of its obligations under the terms of this Agreement that may result as a consequence of the occurrence of a Force Majeure Event; and

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(vii)	when Supplier is able to resume performance of the affected obligations under this Agreement, Supplier shall promptly resume performance and provide Owner written notice to that effect.

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(i)	all Services to be provided by Supplier pursuant to this Agreement will be performed in a competent and diligent manner and in accordance with the Requirements;

(ii)

the Work, including all Equipment, and each component thereof (a) shall be: (i) new, undamaged, complete, fit for the purposes specified in this Agreement and of suitable grade for the intended function and use; (ii) in accordance with all of the Requirements and Specifications of this Agreement; (iii) free from encumbrances to title; (iv) designed in accordance with the Requirements and Specifications and designed and fit for the intended purpose of generating electric power at the Facility on the Site connected to the PJM grid; (v) free from defects in material, manufacture and workmanship; and (vi) capable of operating in accordance with all Requirements and the Emissions MAC and (b) shall not infringe upon the Intellectual Property Rights of any third party.

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(i)

Commercial General Liability Insurance. A broad form Commercial General Liability Insurance Policy (written on form CG 00 01 04 13 or its coverage equivalent) and including, without limitation, a waiver of subrogation endorsement in favor of the Owner Additional Insureds, and reflecting the following coverages: Premises and Operations Liability; Explosion, Collapse and Underground Damage Liability; Personal Injury Liability (with employee and contractual exclusions

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(ii)

Commercial Automobile Liability Insurance. A Commercial Automobile Insurance Policy and including, without limitation, a waiver of subrogation endorsement in favor of the Owner Additional Insureds. The Commercial Automobile Liability Insurance Policy must provide coverage for all owned, hired, rented, leased and non-owned automobiles, and must be written with a combined single limit of liability of not less than $5,000,000 USD for each occurrence of bodily injury and/or property damage, but in no event less than required by law for primary and excess policies combined.

(iii)

Workers’ Compensation Insurance. If any work subject to the terms of this Agreement is to be performed in a State other than Ohio, a Workers’ Compensation Insurance Policy in an amount not less than the statutory limits for that State or as required by applicable State or Federal law, and Employers’ Liability Insurance with limits of liability of not less than (a) $1,000,000 USD for bodily injury by accident, each accident, (b) $1,000,000 USD for bodily injury by disease, each employee, and (c) $1,000,000 USD for liability for disease, per occurrence or, if higher, the limits of liability required by applicable Law. In addition, coverage under the workers’ compensation laws of Ohio whether as a state fund contributing employer or an employer granted the privilege of self-insurance by the Ohio bureau of workers’ compensation.

(iv)

Umbrella Liability Insurance. An Umbrella Liability Insurance Policy written in excess of the coverages provided by the Commercial General Liability, Commercial Automobile Liability and Employer’s Liability Insurance Policies) and including, without limitation, a waiver of subrogation endorsement in favor of the Owner Additional Insureds. The Umbrella Liability Insurance Policy must be written with a combined single limit not less than $25,000,000 USD for each occurrence of bodily injury and/or property damage, and an annual aggregate of liability of not less than $25,000,000 USD for bodily injury and/or property damage.

(v)	In-Transit Insurance Policy. An In-Transit Insurance Policy providing property insurance upon all Equipment on a full replacement cost basis, which insurance (x) shall be written on an “all risk” form, (y) shall provide coverage for loss or damage

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(vi)	Equipment Floater. An “all risk” property insurance policy insuring tools, equipment and other property of any kind owned, rented or leased by Supplier against physical loss or damage (excluding any such equipment, materials or other property which is incorporated (or to be incorporated) into the Work).

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a.	Coverage: All risks of physical loss or damage to the Facility, including mechanical and electrical breakdown, in the course of construction, start-up, testing and commissioning, including materials, equipment and furnishings, subject to customary exclusions. Such policy shall also include:

i.	Minimum design/defects coverage shall equal LEG 2 or DE 4.

ii.	Named insured: Owner.

iii.	Additional insured: Supplier and all Subcontractors (regardless of tier).

iv.	Sum Insured: Value of the Facility at full completion.

b.	Deductibles:

i.	USD $2,000,000 during testing/commissioning period for the gas turbine;

ii.	USD $500,000 during the testing/commissioning period for all other Equipment; and

iii.	USD $250,000 for all other losses.

c.	Period Insured: From the planned start of any on-Site activity through the Substantial Completion Date.

d.	Miscellaneous

i.	Non-cancellable by Owner and by the insurer.

ii.	Waiver of subrogation in favor of all insured parties.

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e.	Insurers

i.	Authorized to provide insurance in the jurisdiction of the Project.

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(i)	All Intellectual Property Rights in or relating to any of the Licensed Materials shall remain the property of Supplier or the appropriate Subcontractor, whether or not the Facility is constructed; and

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(ii)

Owner and/or its assignees shall not, without the prior written consent of Supplier, use such Licensed Materials, in whole or in part, for any purpose other than those allowed under this Article 12. Owner may, however, at no cost to Owner, use such Licensed Materials for the construction, operation, maintenance and repair of (and for additions, improvements, changes or alterations to) the Facility and the installation, erection, startup and commissioning, operation, maintenance, and decommissioning of the Equipment. Further, if Supplier is in default under this Agreement and this Agreement is terminated by reason thereof, Owner shall be entitled to use the Licensed Materials for completion of the Facility by others without additional compensation.

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(i)

the Parties may disclose Confidential Information to their respective Affiliates and the respective officers, directors, employees, advisors and counsel of such Parties and their Affiliates; provided that any such Affiliate, officer, director, employee, advisor or counsel shall keep the Confidential Information confidential, shall not disclose the same to any other Person (except another Person described in this Section 13.1(i)) without the prior written consent of the disclosing Party, and shall not use any Confidential Information for any purpose other than (a) the performance of the receiving Party’s obligations under this Agreement, (b) the completion, repair, operation and maintenance of, and additions, improvements, changes or alterations to, the Facility, or (c) as is necessary in operating the receiving Party’s business.

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(ii)

the Parties may disclose Confidential Information to their contractors, subcontractors, representatives and agents whose access is necessary for the proper performance of the Parties’ respective duties and obligations under this Agreement so long as any such disclosure shall be limited to such Confidential Information as any such contractor, subcontractor, representative or agent requires in order to properly perform the respective duties and obligations under this Agreement; but only if such contractor, subcontractor, representative or agent agrees (i) to keep the Confidential Information confidential, (ii) not to disclose the same to any other Person without the prior written consent of the disclosing Party, and (iii) not to use any Confidential Information for any purpose other than as provided in this Section 13.1(ii).

(iii)

Owner may disclose Confidential Information, on a “need to know basis”, to its contractors, subcontractors, suppliers, consultants and agents for the completion, repair, operation and maintenance of, and additions, improvements, changes or alterations to, the Facility; but only if such contractor, subcontractor, supplier, consultant or agent agrees (i) to keep the Confidential Information confidential, (ii) not to disclose the same to any other Person without the prior written consent of the disclosing Party, and (iii) not to use any Confidential Information for any purpose other than as provided in this Section 13.1(iii).

(iv)

Owner may also disclose Confidential Information to Lenders and potential Lenders and prospective and actual purchasers of the Facility or direct or indirect interests in Owner so long as any such disclosure shall be subject to the written agreement of any such Lender (or potential Lender) or prospective (or actual) purchaser to keep the Confidential Information confidential, to not disclose the same to any third party (other than its counsel and other consultants) without the prior written consent of Supplier, and to not use any Confidential Information for any purpose other than evaluating and administering its potential or actual extension of credit to, or purchase from, or investment in, Owner or the Facility.

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(i)	Supplier becomes insolvent or generally fails to pay, or admits in writing its inability or unwillingness to pay, its debts as they become due;

(ii)	Supplier makes a general assignment for the benefit of its creditors;

(iii)

Supplier shall commence or consent to any case, proceeding or other action (a) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Supplier or of Supplier’s debts under any Law relating to bankruptcy, insolvency, reorganization or relief of debts, or (b) seeking appointment of a receiver, trustee or similar official for Supplier or for all or any part of Supplier’s property;

(iv)

any case, proceeding or other action against Supplier shall be commenced (a) seeking to have an order for relief entered against Supplier as debtor, (b) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Supplier or Supplier’s debts under any Law relating to bankruptcy, insolvency, reorganization or relief of debtors, or (c) seeking appointment of a receiver, trustee, or similar official for Supplier or for all or any part of Supplier’s property; and such case, proceeding or action is not dismissed within sixty (60) days thereafter;

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(v)	any representation or warranty of Supplier contained in Article 14 of this Agreement shall prove to be materially false or intentionally misleading at the time such representation or warranty is made;

(vi)	Supplier assigns, conveys or transfers this Agreement or any interest herein in manner not permitted under Section 20.3;

(vii)	Supplier’s aggregate liability under this Agreement for any Liquidated Damages either reaches or exceeds any of the limits in Section 19.2;

(viii)	Supplier has abandoned all or part of the Work, or within five (5) Days after Supplier’s receipt of written notice from Owner stating its belief that Supplier has abandoned all or part of the Work, Supplier has failed to (a) resume diligent performance of the Work or (b) provide reasonable assurances that it has not abandoned all or part of the Work;

(ix)	The Equipment has not achieved all of the Minimum Performance Criteria and Substantial Completion by the date which is one hundred eighty (180) Days after the Guaranteed Substantial Completion Date (unless Supplier demonstrates that the EPC Contractor or another Person other than Supplier or its Subcontractors was more than 50% responsible for such failure);

(x)	Supplier shall at any time fail to pay Owner, when due, any payment required under this Agreement, including all Liquidated Damages, which is not subject to a good faith dispute by Supplier, and such failure continues for thirty (30) days after receipt of written notice of such failure;

(xi)	Supplier fails to provide, maintain and, as applicable, amend, extend and replace LOC-1, LOC-2, and LOC-3, as applicable, or cause the same to be issued or re-issued by a Creditworthy Bank, as required pursuant to, and within the applicable time periods set forth in, Section 6.9 and the definition of Substantial Completion;

(xii)	Supplier fails to maintain insurance as required by this Agreement, which failure continues for fifteen (15) days after Supplier’s receipt of written notice thereof from Owner;

(xiii)	Supplier fails to comply with its obligations under this Agreement to pay, discharge or bond over, or post a letter of credit to protect against, any Lien (other than Permitted Liens) and such failure continues beyond the applicable cure period set forth in Section 2.20; or

(xiv)

Except as otherwise expressly provided for in this Section 16.1, Supplier is in breach of any of its material obligations under this Agreement (subject to the exclusive remedies set forth in Section 9.7 in the case of a breach of the Warranty), and such breach continues for thirty (30) days after Supplier’s receipt of written notice thereof from Owner; provided, however, if such breach cannot with due diligence be

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(i)	Owner becomes insolvent or generally fails to pay, or admits in writing its inability or unwillingness to pay, its debts as they become due;

(ii)	Owner makes a general assignment for the benefit of its creditors;

(iii)

Owner shall commence or consent to any case, proceeding or other action (a) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or of Owner’s debts under any Law relating to bankruptcy, insolvency, reorganization or relief of debts, or (b) seeking appointment of a receiver, trustee or similar official for Owner or for all or any part of Owner’s property;

(iv)

any case, proceeding or other action against Owner shall be commenced (a) seeking to have an order for relief entered against Owner as debtor, (b) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or Owner’s debts under any Law relating to bankruptcy, insolvency, reorganization or relief of debtors, or (c) seeking appointment of a receiver, trustee, or similar official for Owner or for all or any part of Owner’s property; and such case, proceeding or action is not dismissed within sixty (60) days thereafter;

(v)	any representation or warranty of Owner contained in Article 15 of this Agreement shall prove to be materially false or intentionally misleading at the time such representation or warranty is made;

(vi)	Owner assigns, conveys or transfers this Agreement or any interest herein in manner not permitted under Section 20.3;

(vii)	Owner fails to pay to Supplier any payment required under this Agreement which is not subject to a good faith dispute by Owner, and such failure continues for thirty (30) days after receipt of written notice of such failure; or

(viii)

Except as otherwise expressly provided for in this Section 16.2, Owner is in breach of any of its material obligations under this Agreement, and such breach continues for thirty (30) days after Owner’s receipt of written notice thereof from Supplier; provided, however, if such breach cannot with due diligence be remedied by Owner within such thirty (30) day period, and Owner shall have diligently prosecuted the remedying of such breach within such thirty (30) days, such period shall be extended by an additional sixty (60) days.

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(i)	Supplier’s obligations arising out of or liability for breach with respect to Supplier’s non-disclosure covenants set forth in Article 13 of this Agreement;

(ii)	Supplier’s indemnity obligations set forth in this Agreement as they relate to claims by third parties for bodily injury, property damage and infringement of any Intellectual Property Right;

(iii)	Claims which arise or result from the Gross Negligence, willful misconduct or fraud of Supplier or its Subcontractors; and

(iv)	Costs incurred by Supplier to achieve all of the Minimum Performance Criteria.

(i)	Owner’s obligations arising out of or liability for breach with respect to Owner’s non-disclosure covenants set forth in Article 13 of this Agreement;

(ii)	Owner’s indemnity obligations set forth in this Agreement as they relate to claims by third parties for bodily injury and property damage; and

(iii)	Claims which arise or result from the Gross Negligence, willful misconduct or fraud of Owner or its contractors (other than Supplier and its Subcontractors).

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If to Administrative Agent:	Cortland Capital Market Services LLC, as Administrative Agent 225 W. Washington St., 9th Floor Chicago, IL 60606 Attention: Legal Department and Ryan Morick Phone: (312) 564-5100 Email: legal@cortlandglobal.com and ryan.morick@cortlandglobal.com

If to Co-Borrowers:	c/o FIG LLC

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(a)	the Joint Operating Agreements;

(b)	the Joint Development Agreement;

(a)	each Interconnection Agreement;

(b)	the Gas Gathering Contract;

(c)	the PIE Contract;

(d)	the EPC Contract;

(e)	the EPC Parent Guaranty;

(f)	the Permitted Commodity Hedge Agreements;

(g)	the O&M Agreement;

(h)	the Long Term Service Agreement;

(i)	the Water Line Easement and Operating Agreement;

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(b)	each Replacement Project Document for any Major Project Document.

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(a)	the maximum principal amount of the Debt under such replacement letter of credit facility does not exceed (x) during the LC Availability Period, the amount by which the Total LC Issuer Commitment has been reduced pursuant to Section 2.5.2(b) and (y) after the LC Availability Period, $130,000,000;

(b)	no Inchoate Default or Event of Default shall have occurred and be continuing and no Inchoate Default or Event of Default shall result from the execution of such replacement letter of credit facility or the incurrence of such Debt thereunder;

(c)	concurrently with execution of such replacement letter of credit facility and the incurrence of such Debt thereunder, the Co-Borrowers shall cancel the unfunded commitments of the Refinanced Debt and no other Obligations

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(d)

such replacement letter of credit facility shall be documented pursuant to this Agreement or pursuant to a letter of credit reimbursement agreement in form and substance reasonably satisfactory to the Administrative Agent; provided that any lenders and issuing banks thereunder (or an agent on their behalf) shall have executed and delivered to the Administrative Agent and the Collateral Agent a joinder to the Intercreditor Agreement (substantially in the form attached thereto) pursuant to which, among other things, such Person(s) shall have agreed to be bound by the provisions thereof; and

(e)

the Administrative Agent shall have received a certificate from Responsible Officer of each Co-Borrower at least 10 Banking Days prior to the execution of such replacement letter of credit Facility, substantially in the form set out in Exhibit S, which certificate shall: (i) provide such information and calculations that are relevant for establishing compliance with clause (a) above; and (ii) certify as to compliance with clauses (a) through (d) above;

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(a)

all amounts payable under the EPC Contract, the PIE Contract, the Joint Development Agreement and the other Project Documents (including any reserves established for the payment of Remaining Costs pursuant to the Depositary Agreement), any contractor bonuses, site leasing and preparation costs, any interconnection and transmission upgrade costs payable by any Co-Borrower, costs related to acquisition, development and construction of facilities for the receipt of natural gas, water and other inputs to, and to transport or deliver electricity and other outputs from, the Project, and all other amounts payable under the Project Documents prior to Final Completion, including the contingency provided for in the Construction Budget and amounts payable in order to complete the Punch List;

(b)	financing, advisory, legal, accounting and other fees;

(c)	all other Project-related costs, including fuel-related costs and prepaid fuel costs, any development costs, management services fees and expenses and costs and expenses to complete the construction and financing of the Project;

(d)	contingency funds, required reserves, start-up costs and initial working capital costs;

(e)	property and sales taxes due in respect of the Project;

(f)	O&M Costs incurred prior to the Term Conversion Date;

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(g)	payments and fees under the Permitted Commodity Hedge Agreements (other than Termination Payments under the Permitted Commodity Hedge Agreements);

(h)	payments to PJM;

(i)	costs and expenses incurred with the negotiation and preparation of the Operative Documents and the formation of any Co-Borrower; and

(j)	interest (including interest during construction), fees and other amounts payable under the Credit Documents;

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If to Administrative Agent:	Cortland Capital Market Services LLC, as Administrative Agent 225 W. Washington St., 9th Floor

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If to Co-Borrowers:	c/o FIG LLC

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(a)	the Joint Operating Agreements;

(b)	the Joint Development Agreement;

(a)	each Interconnection Agreement;

(b)	the Gas Gathering Contract;

(c)	the PIE Contract;

(d)	the EPC Contract;

(e)	the EPC Parent Guaranty;

(f)	the Permitted Commodity Hedge Agreements;

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(g)	the O&M Agreement;

(h)	the Long Term Service Agreement;

(i)	the Water Line Easement and Operating Agreement;

(k)	each Replacement Project Document for any Major Project Document.

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(a)

all amounts payable under the EPC Contract, the PIE Contract, the Joint Development Agreement and the other Project Documents (including any reserves established for the payment of Remaining Costs pursuant to the Depositary Agreement), any contractor bonuses, site leasing and preparation costs, any interconnection and transmission upgrade costs payable by any Co-Borrower, costs related to acquisition, development and construction of facilities for the receipt of natural gas, water and other inputs to, and to transport or deliver electricity and other outputs from, the Project, and all other amounts payable under the Project Documents prior to Final Completion, including the contingency provided for in the Construction Budget and amounts payable in order to complete the Punch List;

(b)	financing, advisory, legal, accounting and other fees;

(c)	all other Project-related costs, including fuel-related costs and prepaid fuel costs, any development costs, management services fees and expenses and costs and expenses to complete the construction and financing of the Project;

(d)	contingency funds, required reserves, start-up costs and initial working capital costs;

(e)	property and sales taxes due in respect of the Project;

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(f)	O&M Costs incurred prior to the Term Conversion Date;

(g)	payments and fees under the Permitted Commodity Hedge Agreements (other than Termination Payments under the Permitted Commodity Hedge Agreements);

(h)	payments to PJM;

(i)	costs and expenses incurred with the negotiation and preparation of the Operative Documents and the formation of any Co-Borrower; and

(j)	interest (including interest during construction), fees and other amounts payable under the Credit Documents;

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1.	I have reviewed this quarterly report on Form 10-Q of Fortress Transportation and Infrastructure Investors LLC (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this quarterly report on Form 10-Q of Fortress Transportation and Infrastructure Investors LLC (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.