TRUST AGREEMENT, 영문계약서, 신탁계약서

This TRUST AGREEMENT (this “Agreement”), dated as of [•], 20[•], is among [AAA CORPORATION], a corporation organized and existing under the laws of [Name of the Country] (the “Borrower”), [BBB BANK], a national banking association, not in its individual capacity but solely as the trustee for the Secured Parties under the Common Agreement referred to below (the “Trustee”), and [CCC BANK], a financial institution incorporated with limited liability under the laws of [Name of the Country], as Administrative Agent for the Secured Parties under the Common Agreement and the Intercreditor Agreement referred to below (the “Administrative Agent”).

RECITALS

A. The Borrower, the Senior Lenders and the Agents have entered into that certain Common Agreement dated as of [•], 20[•] (the “Common Agreement”), which constitutes Volume 2 of the Omnibus Agreement dated as of [•], 20[•], among the Borrower, [Name of the Bank], [Name of the Bank], K- EXIM, the [Name of the Bank] Facility Co-Financing Lenders, the [Name of the Bank] Facility Lenders and the Agents, Hedge Banks, Sponsors, Shareholders and other Persons party thereto, providing, subject to the terms and conditions thereof, for extensions of credit to the Borrower.

B. As provided in the Common Agreement, the Senior Lenders have agreed to make such extensions of credit to the Borrower for the purpose of designing, constructing, furnishing, installing, testing, commissioning, owning, operating and maintaining a [•] MW natural gas fired combined cycle generating plant with diesel fuel firing capability to be located at [Address].

C. Pursuant to the Common Agreement, the Secured Parties have appointed the Trustee as their collateral trustee to enter into the Security Documents to which the Trustee is or is to be a party on behalf of the Secured Parties and to hold the Collateral provided for in such Security Agreements on behalf of the Secured Parties to secure the Obligations.

D. In order to carry out its duties and obligations under the Security Documents required to be performed in, and in accordance with the laws of, [Name of the Country], the Trustee has appointed [BBB BANK], [Name of the City] Branch, not in its individual capacity but solely as its onshore agent (the “Onshore Agent”), and the Onshore Agent has accepted such appointment.

E. In order to induce the Secured Parties to enter into, and as a condition precedent to the Initial Disbursement to the Borrower under, the Financing Documents, the parties hereto desire to enter into this Agreement to govern the application of Project Cash Flow and certain related matters.

ACCORDINGLY, the parties hereto hereby agree as follows:

1. DEFINITIONS; INTERPRETATION

1.1 Terms Defined in Common Agreement.

All capitalized terms used and not otherwise defined herein shall have the meanings assigned to those terms in the Common Agreement.

1.2 Rules of Interpretation.

Except as otherwise expressly provided herein, the rules of interpretation set forth in Exhibit B to the Common Agreement shall apply mutatis mutandis to this Agreement.

1.3 Certain Defined Terms.

As used in this Agreement, the following terms have the following meanings:

“Acceptable Financing Account” has the meaning set forth in Section 2.3.10.

“Accounts Statement Date” has the meaning set forth in Section 6.1.1.

“Additional GFM Costs Indebtedness” means Permitted Indebtedness of the Borrower actually incurred by it and that constitutes Permitted Indebtedness falling within clause (g) of the definition of “Permitted Indebtedness” set forth in the Common Agreement.

“Additional GFM Costs Indebtedness Lender” means a lender of Additional GFM Costs Indebtedness.

“Amortization Year” has the meaning set forth in the [DDD] Funding and Support Agreement.

“Annual CES Excess Amount” has the meaning set forth in Section 10.4.1(a)(i).

“Applicable Law Dividend Stopper Subaccount” has the meaning set forth in Section 2.2.6.

“Borrower’s Accounts” means, collectively, those accounts set forth on Schedule A 1.

“Borrower’s Dollar O&M Account” has the meaning set forth in Section 2.5.3.

“Borrower’s Offshore Dollar Disbursement Account” has the meaning set forth in Section 2.5.1.

“Borrower’s Onshore Dollar Disbursement Account” has the meaning set forth in Section 2.5.2.

“Borrower’s [Currency] Disbursement Account” has the meaning set forth in Section 2.5.4.

“Borrower’s [Currency] O&M Account” has the meaning set forth in Section 2.5.5.

“Borrower’s Shareholder Contribution Account” has the meaning set forth in Section 2.5.6 and shall operate in accordance with, inter alia, Section 11.5.

“Borrower’s Shareholder Conversion FCDU Account” means the foreign currency deposit unit account that is further defined in Section 2.5.7 and shall operate in accordance with, inter alia, Section 11.5.

“Buyout/Termination Payment Account” has the meaning set forth in Section 2.3.1.

“Buyout/Termination Payments” means any amounts paid by or for the account of [EEE] upon any termination of the ECA or in respect of any Buyout Notice given under the ECA.

“[FFF] Account” has the meaning set forth in Section 2.3.2.

“CES Account” has the meaning set forth in Section 2.3.3.

“Daily Amount Rectification Subaccount” has the meaning set forth in Section 2.3.5(a) and which will operate in accordance with, inter alia, Sections 8.2.4(f) and 10.12.

“Daily Amount Reserve Account” has the meaning set forth in Section 2.3.5(a).

“DARA Amount” means the aggregate Daily Amounts that would be payable to [EEE] pursuant to paragraph 6 of the Third Schedule to the ECA from the date of calculation through the end of the Cooperation Period calculated on the assumption that the Net Available Capacity demonstrated by the later to be conducted of the then most recent Guarantee Tests or Performance Tests is not increased for the entire Cooperation Period.

“Debt Service Accrual Account” has the meaning set forth in Section 2.2.4.

“Debt Service Reserve Account” has the meaning set forth in Section 2.2.5(a).

“Delay Liquidated Damages Subaccount” has the meaning set forth in Section 2.3.12(a).

“Disbursement Account” has the meaning set forth in Section 2.3.6.

“Dividend Account” has the meaning set forth in Section 2.3.7.

“Dividend Determination Date” has the meaning set forth in Section 12.1.2.

“Dividend Determination Notice” has the meaning set forth in Section 12.1.2.

“Dollar Currency Conversion Date” has the meaning set forth in Section 5.6.3.

“DSRA Amount” means, as of any date, an amount equal to the aggregate amount of Debt Service scheduled to become due and payable (without regard to prepayments or acceleration) on or prior to the Payment Date next succeeding such date.

“Eligible Bank” means a commercial bank, trust company or financial institution that is not the Trustee and is organized under the laws of [Name of the Country] or any state thereof or of any other member country of the Organization for Economic Cooperation and Development having a combined capital and surplus of at least $[•] (or an equivalent amount in another currency) and whose outstanding senior unsecured long term debt is rated at least “[•]” by [•] and “[•]” by [•].

“Expropriation/Condemnation Proceeds” means Casualty Proceeds resulting from a Casualty Event of a type falling within clause (b) of the definition of “Casualty Event” set forth in the Common Agreement.

“Fronted Costs Subaccount” has the meaning set forth in Section 2.2.6.

“Funding Insufficiency” means any amount by which funds on deposit in any Project Account are insufficient to make any disbursement, transfer, remittance or withdrawal required to be made from such account at the time that such disbursement, transfer, remittance or withdrawal is required to be made hereunder.

“GFM/BI Dividend Stopper Subaccount” has the meaning set forth in Section 2.2.6.

“Hedge Payments Account” has the meaning set forth in Section 2.3.13.

“Holding Account” has the meaning set forth in Section 2.3.9.

“Independent Transfer/Withdrawal Certificate” means a notice, substantially in the form of Exhibit A, signed by an Authorized Officer of the Borrower and instructing the Trustee to make disbursements, transfers, remittances or withdrawals from the Acceptable Financing Account in accordance with Section 9.6, the Offshore O&M Account in accordance with Section 10.1, the Dividend Account in accordance with Section 10.2, the [EEE] Delay [GGG] Subaccount in accordance with Section 10.8, the Performance Liquidated Damages Subaccount in accordance with Section 10.9, the [DDD] GIF/Value of the Gas Account in accordance with Section 10.13, and the Onshore O&M Account in accordance with Section 11.1.

“Initial DSRA Amount Calculation Date” has the meaning set forth in Section 2.2.5(c).

“Initial DSRA Overfunded Amount” has the meaning set forth in Section 2.2.5(c).

“Issuing Bank Minimum Required Level” means a rating of at least “[•]” by [•] and “[•]” by [•].

“[Name of the Bank] Facility Senior Loans Subaccount” has the meaning set for in Section 2.3.11(a).

“[DDD] [FFF] Subaccount” has the meaning set forth in Section 2.3.2.

“[DDD] GIF/Value of the Gas Subaccount” has the meaning set forth in Section 2.3.15 and shall operate in accordance with, inter alia, Section 10.13.

“[DDD] Replacement Loans Subaccount” has the meaning set forth in Section 2.3.9(d).

“K-EXIM Facility Senior Loans Subaccount” has the meaning set forth in Section 2.3.11(b).

“[HHH] Base Equity Subaccount” has the meaning set forth in Section 2.3.9(a).

“[HHH] Contingency Base Equity Subaccount” has the meaning set forth in Section 2.3.9(b).

“[HHH] Cost Overruns Subaccount” has the meaning set forth in Section 2.3.9(c).

“[JJJ] Base Equity Subaccount” has the meaning set forth in Section 2.3.9(a).

“[JJJ] Contingency Base Equity Subaccount” has the meaning set forth in Section 2.3.9(b).

“[JJJ] Cost Overruns Subaccount” has the meaning set forth in Section 2.3.9(c).

“Liquidated Damages Account” has the meaning set forth in Section 2.3.12.

“Local Business Day” means (a) for any action taken with respect to an Onshore Account, a [Name of the Country] Business Day and (b) for any action taken with respect to an Offshore Account, a [Name of the City] Business Day.

“Major Maintenance Expenses” means expenses incurred in connection with the inspection, maintenance, repair or overhaul of the gas turbines, heat recovery steam generators or other equipment constituting part of the Power Station.

“Major Maintenance Reserve Account” has the meaning set forth in Section 2.2.3(a).

“Major Maintenance Reserve Start Date” means, with respect to any Major Maintenance Year, the [•]th day of any Contract Year in which this Agreement requires the Borrower to begin to reserve for the Projected Annual Major Maintenance Expenses with respect to such Major Maintenance Year. If a new Long Term Maintenance Plan approved by the Administrative Agent pursuant to Section 7.4.5 of the Common Agreement includes an additional Major Maintenance Year that was not set forth in the previous Long Term Maintenance Plan, and such Major Maintenance Year falls in:

(a) any Contract Year prior to the [•]th Contract Year, then the “Major Maintenance Reserve Start Date” for such Major Maintenance Year shall be the [•]th day of the [•]th Contract Year; or

(b) any Contract Year on or after the start of the [•]th Contract Year, then the “Major Maintenance Reserve Start Date” shall be the [•]th day of the Contract Year falling [•] Contract Years prior to such Major Maintenance Year.

“Major Maintenance Savings” has the meaning set forth in Section 7.4.3.

“Major Maintenance Year” means any Contract Year in which (a) the aggregate amount of Projected Annual Major Maintenance Expenses for such Contract Year exceeds $[•] or (b) budgeted maintenance downtime (as provided for in the most recent Long-Term Maintenance Plan approved by the Administrative Agent in accordance with Section 7.4.5 of the Common Agreement) exceeds [•] days. For the avoidance of doubt, as of the date of this Agreement, the [•]th, [•]th, [•]th, [•]th and [•]th Contract Years are “Major Maintenance Years.”

“[KKK] [FFF] Subaccount” has the meaning set forth in Section 2.3.2.

“[KKK]/[LLL] Base Equity Subaccount” has the meaning set forth in Section 2.3.9(a).

“[KKK]/[LLL] Contingency Base Equity Subaccount” has the meaning set forth in Section 2.3.9(b).

“[KKK]/[LLL] Cost Overruns Subaccount” has the meaning set forth in Section 2.3.9(c).

“MMRA Amount” means, as of any date during a Contract Year, an amount equal to:

(a) the product of (i) [•] of the MMRA Annual Reserve Amount for such Contract Year multiplied by (ii) the number of months from the beginning of such Contract Year through and including the month in which such calculation date occurs; plus

(b) the MMRA Amount as of the end of the previous Contract Year (if any); minus

(c) any Major Maintenance Expenses actually paid during the then current Contract Year (if the then current Contract Year is a Major Maintenance Year).

“MMRA Annual Reserve Amount” means, with respect to any Contract Year:

(a) For the [•]th Contract Year, an amount equal to (i) [•] of the Projected Annual Major Maintenance Expenses for the Major Maintenance Year that is the [•]th Contract Year, plus (ii) [•] of the Projected Annual Major Maintenance Expenses for the Major Maintenance Year that is the [•]th Contract Year;

(b) For each of the [•]th and [•]th Contract Years, an amount equal to (i) [•] of the Projected Annual Major Maintenance Expenses for the Major Maintenance Year that is the [•]th Contract Year, plus (ii) [•] of the Projected Annual Major Maintenance Expenses for the Major Maintenance Year that is the [•]th Contract Year, plus (iii) [•] of the Projected Annual Major Maintenance Expenses for the Major Maintenance Year that is the [•]th Contract Year;

(c) For each of the [•]th and [•]th Contract Years, an amount equal to (i) [•] of the Projected Annual Major Maintenance Expenses for the Major Maintenance Year that is the [•]th Contract Year, plus (ii) [•] of the Projected Annual Major Maintenance Expenses for the Major Maintenance Year that is the [•]th Contract Year, plus (iii) [•] of the Projected Annual Major Maintenance Expenses for the Major Maintenance Year that is the [•]th Contract Year;

(d) For each of the [•]th and [•]th Contract Years, an amount equal to (i) [•] of the Projected Annual Major Maintenance Expenses for the Major Maintenance Year that is the [•]th Contract Year, plus (ii) [•] of the Projected Annual Major Maintenance Expenses for the Major Maintenance Year that is the [•]th Contract Year, plus (iii) [•] of the Projected Annual Major Maintenance Expenses for the Major Maintenance Year that is the [•]th Contract Year;

(e) For each of the [•]th and [•]th Contract Years, an amount equal to (i) [•] of the Projected Annual Major Maintenance Expenses for the Major Maintenance Year that is the [•]th Contract Year, plus (ii) [•] of the Projected Annual Major Maintenance Expenses for the Major Maintenance Year that is the [•]th Contract Year; and

(f) For each of the [•]th and [•]th Contract Years, an amount equal to [•] of the Projected Annual Major Maintenance Expenses for the Major Maintenance Year that is the [•]th Contract Year,

provided, however, that the MMRA Annual Reserve Amount shall be subject to the following adjustments (and, if more than [•] such adjustment shall apply at any time, the MMRA Amount shall be recalculated taking into consideration the aggregate of such adjustments):

(i) if the most recent Long-Term Maintenance Plan approved by the Administrative Agent pursuant to Section 7.4.5 of the Common Agreement increases or decreases the Projected Major Maintenance Expenses for any Major Maintenance Year from that set forth for such Major Maintenance Year in the previous Long Term Maintenance Plan, then the MMRA Annual Reserve Amount for each Contract Year occurring prior to the start of such Major Maintenance Year and commencing with the Major Maintenance Reserve Start Date for such Major Maintenance Year (even if such date has already occurred) shall be recalculated by increasing or decreasing the MMRA Annual Reserve Amount for each such Contract Year by an amount equal to the amount of such increase or decrease in Projected Annual Major Maintenance Expenses multiplied by [•] over the number of Contract Years from the Major Maintenance Reserve Start Date up to and including the Contract Year falling immediately prior to such Major Maintenance Year;

(ii) if the most recent Long-Term Maintenance Plan approved by the Administrative Agent pursuant to Section 7.4.5 of the Common Agreement moves any Major Maintenance Year to a different Contract Year from that set forth in the previous Long Term Maintenance Plan, then (A) if the relevant Major Maintenance Reserve Start Date shall have already occurred (1) the Major Maintenance Reserve Start Date for such Major Maintenance Year shall not change and (2) the MMRA Annual Reserve Amount shall be recalculated by apportioning the Projected Major Maintenance Expenses for such Major Maintenance Year in equal amounts over the Contract Years beginning with such Major Maintenance Reserve Start Date and ending with the Contract Year falling immediately prior to such Major Maintenance Year and (B) if the relevant Major Maintenance Reserve Start Date has not yet occurred, such date shall be deemed to be the [•]th day of the Contract Year falling 6 Contract Years prior to such Major Maintenance Year (even if such Major Maintenance Reserve Start Date shall already have occurred); and

(iii) if the most recent Long-Term Maintenance Plan approved by the Administrative Agent pursuant to Section 7.4.5 of the Common Agreement includes an additional Major Maintenance Year that was not set forth in the previous Long-Term Maintenance Plan, then the MMRA Annual Reserve Amount shall be recalculated by apportioning the Projected Major Maintenance Expenses for such Major Maintenance Year in equal amounts over the Contract Years beginning with the Major Maintenance Reserve Start Date (even if such date has already occurred) for such Major Maintenance Year and ending with the Contract Year falling immediately prior to such Major Maintenance Year.

“Monthly Instruction Date” has the meaning set forth in Section 6.3.1.

“Monthly Transfer/Withdrawal Date” means the day of each calendar month that corresponds numerically with the day prior to the initial Payment Date (a) beginning with the calendar month falling immediately after the calendar month in which occurs the earlier of the Deemed Completion Date and the ECA Completion Date and (b) occurring each calendar month thereafter through and including the Termination Date; provided, however, that if any such date falls on a day that is not a [Name of the City] Business Day, the Monthly Transfer/Withdrawal Date shall be the [Name of the City] Business Day immediately preceding such date.

“Non Renewal Notice” has the meaning set forth in Section 2.6.1(b).

“[EEE] Delay [GGG] Subaccount” has the meaning set forth in Section 2.3.12(c).

“[EEE] Late Payment” has the meaning set forth in Section 7.1.3.

“Offshore Accounts” means, collectively, those Project Accounts (including the subaccounts thereof) set forth on Schedule A 2.

“Offshore Casualty Proceeds Account” has the meaning set forth in Section 2.3.4.

“Offshore Expropriation/Condemnation Proceeds Subaccount” has the meaning set forth in Section 2.3.4.

“Offshore O&M Account” has the meaning set forth in Section 2.2.2.

“Offshore Rectification Proceeds Subaccount” has the meaning set forth in Section 2.3.4.

“Offshore Revenue Account” has the meaning set forth in Section 2.2.1.

“Onshore Accounts” means, collectively, those Project Accounts (including the subaccounts thereof) set forth on Schedule A 3.

“Onshore Agent” has the meaning set forth in Recital D of this Agreement.

“Onshore Agent’s Office” means [Address].

“Onshore Casualty Proceeds Account” has the meaning set forth in Section 2.4.3.

“Onshore Currency Conversion FCDU Account” has the meaning set forth in Section 2.4.5.

“Onshore Expropriation/Condemnation Proceeds Subaccount” has the meaning set forth in Section 2.4.3.

“Onshore O&M Account” has the meaning set forth in Section 2.4.2.

“Onshore Rectification Proceeds Subaccount” has the meaning set forth in Section 2.4.3.

“Onshore Revenue Account” has the meaning set forth in Section 2.4.1.

“Onshore Transfer Account” has the meaning set forth in Section 2.4.4 and which will operate in accordance with, inter alia, Sections 7.2 and 11.4.

“Payment Date-Related Transfer/Withdrawal Date” means each Monthly Transfer/Withdrawal Date that falls on the [Name of the City] Business Day prior to each Payment Date.

“Performance Liquidated Damages Subaccount” has the meaning set forth in Section 2.3.12(b).

“[Currency] Currency Conversion Date” has the meaning set forth in Section 5.6.2.

“[Name of the Country] Business Day” means any day on which banks are not authorized or required to remain closed in [Name of the City], [Name of the Country].

“[Name of the Country]/[Name of the City] Business Day” means any day on which banks are not authorized or required to remain closed in [Name of the City], [Name of the Country] or [Name of the City].

“PPU Fees Account” has the meaning set forth in Section 2.3.8.

“PPU Fees Payment Date” has the meaning set forth in Section 10.3.1.

“Project Costs Bridging Advances Subaccount” has the meaning set forth in Section 2.3.10.

“Project Costs Payment Date” means:

(a) with respect to any Notice of Borrowing, the Requested Drawdown Date specified in such Notice of Borrowing or such later date that constitutes the Disbursement Date as specified in Section 2.6.5 of the Common Agreement; and

(b) with respect to any Notice of Project Costs, each Notice of Project Costs Transfer Date specified in such Notice of Project Costs or such later date for disbursement of funds as specified in Section 2.5.4(c) of the Common Agreement.

“Projected Annual Major Maintenance Expenses” means, for any Contract Year, the aggregate amount of Major Maintenance Expenses projected to be incurred during such Contract Year in the Base Case Projections, as such aggregate amount may be updated pursuant to the most recent Long Term Maintenance Plan approved by the Administrative Agent in accordance with Section 7.4.5 of the Common Agreement.

“Proposed Completion Date” has the meaning set forth in Section 8.2.1.

“Ratings Downgrade Event” has the meaning set forth in the Funding and Support Agreements.

“Rectification Proceeds” means Casualty Proceeds resulting from a Casualty Event of a type falling within clause (a) of the definition of “Casualty Event” set forth in the Common Agreement, but excluding proceeds of business interruption insurance.

“Remedies Directions” means written instructions to the Trustee from the Administrative Agent acting pursuant to the Intercreditor Agreement directing the Trustee to exercise or refrain from exercising any rights, remedies, powers or privileges with respect to the Collateral or otherwise under this Agreement or any other Financing Document to which it is a party.

“Reserve Accounts” means, collectively, the Major Maintenance Reserve Account, the Debt Service Reserve Account and the Daily Amount Reserve Account.

“Reserve Letter of Credit” means an unconditional, irrevocable letter of credit meeting the requirements set forth in Section 2.6.1.

“[MMM]/[LLL] Base Equity Subaccount” has the meaning set forth in Section 2.3.9(a).

“[MMM]/[LLL] Contingency Base Equity Subaccount” has the meaning set forth in Section 2.3.9(b).

“[MMM]/[LLL] Cost Overruns Subaccount” has the meaning set forth in Section 2.3.9(c).

“Senior Loans Proceeds Account” has the meaning set forth in Section 2.3.11.

“Suspension Account” has the meaning set forth in Section 2.2.6.

“Transfer/Withdrawal Instructions” means instructions, in substantially the form of Exhibit B, for disbursements, transfers, remittances and withdrawals from and among the Project Accounts in accordance with this Agreement.

“Trust Estate” means all right, title and interest of the Trustee in, to and under the Collateral.

“Trust Funds” has the meaning set forth in the Section 2.1.

“Trustee’s Liens” means all Liens on or against the Trust Estate that result from (i) claims against the Trustee unrelated to the transactions contemplated by this Agreement or the other Financing Documents or (ii) affirmative acts by the Trustee creating a Lien other than as contemplated or permitted by this Agreement or the other Financing Documents.

“Trustee’s [Name of the City] Office” means the office of the Trustee located at [Address].

“[Name of the Bank] Disbursement Account” has the meaning set forth in Section 2.3.14.

“[Name of the Bank] Facility Senior Loans Subaccount” has the meaning set forth in Section 2.3.11(c).

2. ESTABLISHMENT OF TRUST; ESTABLISHMENT OF OFFSHORE ACCOUNTS AND RECEIPT OF PAYMENTS

2.1 Establishment of Trust.

The parties hereto hereby establish a trust of which the Trustee is the trustee. All amounts received in the Project Accounts pursuant to this Section 2 and any other amounts that the Trustee may receive under the terms of this Agreement (together with any Reserve Letters of Credit and any Permitted Investments acquired by the Trustee pursuant to Section 3.1 and all interest thereon) are hereinafter referred to as the “Trust Funds” and shall be impressed with the trust created hereby. Such amounts shall be held in trust for the benefit of those having a right, to the extent provided in this Agreement, to receive disbursements and distributions thereof.

2.2 Offshore Waterfall Accounts.

2.2.1 Offshore Revenue Account. A trust account to be designated the “Offshore Revenue Account” is established and will be maintained at the Trustee’s [Name of the City] Office into which shall be deposited (i) all funds transferred thereto from other Project Accounts pursuant to the provisions hereof and (ii) all amounts of Project Cash Flow, except for:

(a) Net Hedge Payments received by the Borrower prior to the earlier of the Deemed Completion Date and the ECA Completion Date, which are to be deposited into the Hedge Payments Account pursuant to Section 2.3.13;

(b) Net Hedge Payments received by the Borrower after the earlier of the Deemed Completion Date and the ECA Completion Date, which are to be deposited into the Debt Service Accrual Account;

(c) Any amounts of Project Cash Flow received in [Currency], which are to be deposited into the Onshore Revenue Account pursuant to Section 2.4.1; and

(d) Buyout/Termination Payments, Expropriation/Condemnation Proceeds and Rectification Proceeds, each of which shall be deposited as set forth below.

2.2.2 Offshore O&M Account. A trust account to be designated the “Offshore O&M Account” is established and will be maintained at the Trustee’s [Name of the City] Office.

2.2.3 Major Maintenance Reserve Account.

(a) A trust account to be designated the “Major Maintenance Reserve Account” is established and will be maintained at the Trustee’s [Name of the City] Office.

(b) At any time, and from time to time, the Borrower may elect to arrange the issuance, in favor of the Trustee, of [•] or more Reserve Letters of Credit in relation to the Major Maintenance Reserve Account, the aggregate undrawn amounts of which shall be deemed to be in the Major Maintenance Reserve Account for purposes of any calculations made pursuant to this Agreement.

2.2.4 Debt Service Accrual Account. A trust account to be designated the “Debt Service Accrual Account” is established and will be maintained at the Trustee’s [Name of the City] Office.

2.2.5 Debt Service Reserve Account.

(a) A trust account to be designated the “Debt Service Reserve Account” is established and will be maintained at the Trustee’s [Name of the City] Office.

(b) At any time, and from time to time, the Borrower may elect to arrange the issuance, in favor of the Trustee, of [•] or more Reserve Letters of Credit in relation to the Debt Service Reserve Account, the aggregate undrawn amounts of which shall be deemed to be in the Debt Service Reserve Account for purposes of any calculations made pursuant to this Agreement.

(c) Notwithstanding the foregoing, on or prior to the earlier of the ECA Completion Date and the Deemed Completion Date, the Borrower shall arrange for either the issuance in favor of the Trustee of [•] or more Reserve Letters of Credit in relation to the Debt Service Reserve Account in an aggregate face amount equal to, or the deposit of cash into the Debt Service Reserve Account in an amount equal to, the DSRA Amount. The DSRA Amount for the purposes of sizing the amount of such Reserve Letter of Credit or cash deposit shall be calculated based on the assumption that the amount of the Senior Loans outstanding on the date that falls [•] Business Days prior to the date upon which such Reserve Letter of Credit is issued or such cash deposit is made (the “Initial DSRA Amount Calculation Date”) shall be deemed to be increased to the extent of the relevant unused Commitments (other than the Commitment with respect to the [Name of the Bank] Disbursement) as of the Initial DSRA Amount Calculation Date. After the end of the Availability Period, the Administrative Agent shall, upon the written request of the Borrower, recalculate the DSRA Amount and determine the excess, if any, of (i) the amount then on deposit in the Debt Service Reserve Account over (ii) such recalculated DSRA Amount (such excess amount, the “Initial DSRA Overfunded Amount”). Promptly after making such calculation, the Administrative Agent shall instruct the Trustee in writing to (A) if the Debt Service Reserve Account is funded with a cash deposit, transfer to the Dividend Account (or, where directed by the Borrower by written notice to the Trustee and the Administrative Agent, to the Person that made such deposit, at an account specified in such notice) from the Debt Service Reserve Account a specified amount equal to the Initial DSRA Overfunded Amount or (B) if the Debt Service Reserve Account is funded with [•] or more Reserve Letters of Credit, cause the undrawn amount of such Reserve Letter of Credit to be reduced by an amount equal to the Initial DSRA Overfunded Amount in accordance with Section 2.6.2.

2.2.6 Suspension Account. A trust account to be designated the “Suspension Account” is established and will be maintained at the Trustee’s [Name of the City] Office. The Suspension Account will include [•] subaccounts to be designated the “Applicable Law Dividend Stopper Subaccount,” the “GFM/BI Dividend Stopper Subaccount,” and the “Fronted Costs Subaccount.”

2.3 Other Offshore Accounts.

2.3.1 Buyout/Termination Payment Account. A trust account to be designated the “Buyout/Termination Payment Account” is established and will be maintained at the Trustee’s [Name of the City] Office into which shall be deposited all Buyout/Termination Payments.

2.3.2 [FFF] Account. A trust account to be designated the “[FFF] Account” is established and will be maintained at the Trustee’s [Name of the City] Office. The [FFF] Account shall include [•] subaccounts to be designated the “[DDD] [FFF] Subaccount” and the “[KKK] [FFF] Subaccount” into which shall be deposited all [FFF] received from (a) [DDD], [JJJ] and/or [OOO] and (b) [KKK] and/or [LLL], respectively.

2.3.3 CES Account. A trust account to be designated the “CES Account” is established and will be maintained at the Trustee’s [Name of the City] Office into which shall be deposited all CES received from [DDD], [JJJ] and/or [OOO].

2.3.4 Offshore Casualty Proceeds Account. A trust account to be designated the “Offshore Casualty Proceeds Account” is established and will be maintained at the Trustee’s [Name of the City] Office. The Offshore Casualty Proceeds Account will include (a) a subaccount to be designated the “Offshore Rectification Proceeds Subaccount” into which shall be deposited all Rectification Proceeds paid in Dollars and (b) a subaccount to be designated the “Offshore Expropriation/Condemnation Proceeds Subaccount” into which shall be deposited all Expropriation/Condemnation Proceeds paid in Dollars.

2.3.5 Daily Amount Reserve Account.

(a) A trust account to be designated the “Daily Amount Reserve Account” is established and will be maintained at the Trustee’s [Name of the City] Office into which shall be deposited (i) all Interim Liquidated Damages paid prior to the expiration of the Guarantee Test Extension Period and (ii) all other amounts required to be deposited therein pursuant to this Agreement. The Daily Amount Reserve Account will include a subaccount to be designated the “Daily Amount Rectification Subaccount.”

(b) At any time, and from time to time, the Borrower may elect to arrange the issuance, in favor of the Trustee, of [•] or more Reserve Letters of Credit in relation to the Daily Amount Reserve Account, the aggregate undrawn amounts of which shall be deemed to be in the Daily Amount Reserve Account for purposes of any calculations made pursuant to this Agreement.

2.3.6 Disbursement Account. A trust account to be designated the “Disbursement Account” is established and will be maintained at the Trustee’s [Name of the City] Office.

2.3.7 Dividend Account. A trust account to be designated the “Dividend Account” is established and will be maintained at the Trustee’s [Name of the City] Office.

2.3.8 PPU Fees Account. A trust account to be designated the “PPU Fees Account” is established and will be maintained at the Trustee’s [Name of the City] Office into which shall be deposited funds for the payment of fees to [•] under PPU received from (a) [DDD], [JJJ] and/or [OOO] and (b) [LLL], [MMM] and/or [KKK].

2.3.9 Holding Account. A trust account to be designated the “Holding Account” is established and will be maintained at the Trustee’s [Name of the City] Office. The Holding Account will include the following:

(a) Subaccounts to be designated the “[JJJ] Base Equity Subaccount,” the “[KKK]/[LLL] Base Equity Subaccount,” the “[MMM]/[LLL] Base Equity Subaccount” and the “[HHH] Base Equity Subaccount” into which shall be deposited all Base Equity Contributions received from [JJJ], [LLL] (under the [KKK] Funding and Support Agreement), [LLL] (under the [MMM] Funding and Support Agreement) and [HHH], respectively;

(b) Subaccounts to be designated the “[JJJ] Contingency Base Equity Subaccount,” the “[KKK]/[LLL] Contingency Base Equity Subaccount,” the “[MMM]/[LLL] Contingency Base Equity Subaccount” and the “[HHH] Contingency Base Equity Subaccount” into which shall be deposited Contingency Base Equity Contributions received from [JJJ], [LLL] (under the [KKK] Funding and Support Agreement), [LLL] (under the [MMM] Funding and Support Agreement) and [HHH], respectively;

(c) Subaccounts to be designated the “[JJJ] Cost Overruns Subaccount,” the “[KKK]/[LLL] Cost Overruns Subaccount,” the “[MMM]/[LLL] Cost Overruns Subaccount” and the “[HHH] Cost Overruns Subaccount” into which shall be deposited all Cost Overruns Contributions received from (i) [JJJ], [DDD] and/or [OOO], (ii) [LLL] and/or [KKK] (under the [KKK] Funding and Support Agreement), (iii) [LLL] and/or [MMM] (under the [MMM] Funding and Support Agreement) and (iv) [HHH] and/or [NNN], respectively; and

(d) A subaccount to be designated the “[DDD] Replacement Loans Subaccount” into which shall be deposited all proceeds of [DDD] Replacement Loans received from [DDD], [JJJ] and/or [OOO].

2.3.10 Acceptable Financing Account. A trust account to be designated the “Acceptable Financing Account” is established and will be maintained at the Trustee’s [Name of the City] Office into which shall be deposited proceeds of Acceptable Financing. The Acceptable Financing Account will include a subaccount to be designated the “Project Costs Bridging Advances Subaccount” into which shall be deposited proceeds of Acceptable Financing that constitute Project Costs Bridging Advances.

2.3.11 Senior Loans Proceeds Account. A trust account to be designated the “Senior Loans Proceeds Account” is established and will be maintained at the Trustee’s [Name of the City] Office. The Senior Loans Proceeds Account will include the following:

(a) A subaccount to be designated the “[Name of the Bank] Facility Senior Loans Subaccount” into which shall be deposited the proceeds of disbursements under the [Name of the Bank] Loan Agreement;

(b) A subaccount to be designated the “K-EXIM Facility Senior Loans Subaccount” into which shall be deposited the proceeds of disbursements under the K-EXIM Loan Agreement; and

(c) A subaccount to be designated the “[Name of the Bank] Facility Senior Loans Subaccount” into which shall be deposit the proceeds of disbursements under the [Name of the Bank] Facility Agreement.

2.3.12 Liquidated Damages Account. A trust account to be designated the “Liquidated Damages Account” is established and will be maintained at the Trustee’s [Name of the City] Office. The Liquidated Damages Account will include the following:

(a) A subaccount to be designated the “Delay Liquidated Damages Subaccount” into which shall be deposited all Liquidated Damages for Delay paid under the Supply and Construction Contracts or the Construction Guarantee;

(b) A subaccount to be designated the “Performance Liquidated Damages Subaccount” into which shall be deposited (i) all Performance Liquidated Damages paid under the Supply and Construction Contracts or the Construction Guarantee and (ii) all Interim Liquidated Damages paid after the expiration of the Guarantee Test Extension Period; and

2.3.13 Hedge Payments Account. A trust account to be designated the “Hedge Payments Account” is established and will be maintained at the Trustee’s [Name of the City] Office into which shall be deposited any Net Hedge Payments received by the Borrower under the Hedging Facilities on or prior to the earlier of the Deemed Completion Date and the ECA Completion Date.

2.3.14 [Name of the Bank] Disbursement Account. Prior to the occurrence of the [Name of the Bank] Disbursement, the Borrower shall establish and maintain at the Trustee’s [Name of the City] Office a trust account to be designated the “[Name of the Bank] Disbursement Account” into which shall be deposited the proceeds of the [Name of the Bank] Disbursement from [Name of the Bank].

2.3.15 [DDD] GIF/Value of the Gas Account. A trust account to be designated the “[DDD] GIF/Value of the Gas Account” is established and will be maintained at the Trustee’s [Name of the City] Office into which shall be deposited GIF/Value of the Gas Support received from [DDD], [JJJ] and/or [OOO].

2.4 Onshore Accounts.

2.4.1 Onshore Revenue Account. A trust account to be designated the “Onshore Revenue Account” is established and will be maintained at the Onshore Agent’s Office into which shall be deposited all amounts of Project Cash Flow received in [Currency], except for Expropriation/Condemnation Proceeds and Rectification Proceeds received in [Currency], which shall be deposited as set forth below.

2.4.2 Onshore O&M Account. A trust account to be designated the “Onshore O&M Account” is established and will be maintained at the Onshore Agent’s Office.

2.4.3 Onshore Casualty Proceeds Account. A trust account to be designated the “Onshore Casualty Proceeds Account” is established and will be maintained at the Onshore Agent’s Office. The Onshore Casualty Proceeds Account will include (a) a subaccount to be designated the “Onshore Rectification Proceeds Subaccount” into which shall be deposited all Rectification Proceeds paid in [Currency] and (b) a subaccount to be designated the “Onshore Expropriation/Condemnation Proceeds Subaccount” into which shall be deposited all Expropriation/Condemnation Proceeds paid in [Currency].

2.4.4 Onshore Transfer Account. A trust account to be designated the “Onshore Transfer Account” is established and will be maintained at the Onshore Agent’s Office.

2.4.5 Onshore Currency Conversion FCDU Account. A trust account to be designated the “Onshore Currency Conversion FCDU Account” is established in the Borrower’s name and will be maintained at the Onshore Agent’s Office, into which shall be deposited, in Dollars, (i) amounts transferred from the Offshore Accounts to be converted into [Currency] and (ii) amounts transferred from Onshore Accounts following a conversion from [Currency] into Dollars by the Onshore Agent, in each case as described in Section 5.6.

2.5 Borrower’s Accounts.

2.5.1 Borrower’s Offshore Dollar Disbursement Account. An account (which may be a checking account) to be designated the “Borrower’s Offshore Dollar Disbursement Account” will be opened in the Borrower’s name and maintained at the Trustee’s [Name of the City] Office into which may be deposited, pursuant to and in accordance with this Agreement, in Dollars, certain amounts that the Borrower may use solely to pay Dollar denominated Project Costs other than those payable to the Secured Parties, the Construction Contractors and the Jetty Contractor.

2.5.2 Borrower’s Onshore Dollar Disbursement Account. An account (which may be a checking account) to be designated the “Borrower’s Onshore Dollar Disbursement Account” will be opened in the Borrower’s name and maintained at the Onshore Agent’s Office into which may be deposited, pursuant to and in accordance with this Agreement, in Dollars, certain amounts that the Borrower may use solely to pay Dollar-denominated Project Costs other than those payable to the Secured Parties, the Construction Contractors and the Jetty Contractor (provided that the Borrower shall not permit the balance of such account to exceed, at any [•] time, an amount in excess of $[•]).

2.5.3 Borrower’s Dollar O&M Account. An account (which may be a checking account) to be designated the “Borrower’s Dollar O&M Account” will be opened in the Borrower’s name and maintained at the Onshore Agent’s Office into which may be deposited, pursuant to and in accordance with this Agreement, in Dollars, amounts transferred from the Offshore O&M Account that the Borrower may use solely to pay Dollar denominated O&M Costs that cannot be paid by wire transfer from the Offshore O&M Account (provided that the Borrower shall not permit the balance of such account to exceed, at any [•] time, an amount in excess of $[•]).

2.5.4 Borrower’s [Currency] Disbursement Account. An account (which may be a checking account) to be designated the “Borrower’s [Currency] Disbursement Account” will be opened in the Borrower’s name and maintained at the Onshore Agent’s Office into which may be deposited, pursuant to and in accordance with this Agreement, in [Currency], certain amounts that the Borrower may use solely to pay [Currency] denominated Project Costs.

2.5.5 Borrower’s [Currency] O&M Account. An account (which may be a checking account) to be designated the “Borrower’s [Currency] O&M Account” will be opened in the Borrower’s name and maintained at the Onshore Agent’s Office into which may be deposited, pursuant to and in accordance with this Agreement, in [Currency], amounts transferred from the Onshore O&M Account that the Borrower may use solely to pay [Currency] denominated O&M Costs that cannot be paid by wire transfer from the Onshore O&M Account (provided that the Borrower shall not permit the balance of such account to exceed, at any [•] time, an amount in excess of the [Currency] equivalent of $[•]).

2.5.6 Borrower’s Shareholder Contribution Account. An account to be designated the “Borrower’s Shareholder Contribution Account” is established in the Borrower’s name and will be maintained at the Onshore Agent’s Office, into which shall be deposited by the Shareholders, in [Currency], all equity contributions or advances that cannot be made by the Shareholders in Dollars directly to the Holding Account due to foreign currency restrictions and/or other Applicable Law.

2.5.7 Borrower’s Shareholder Conversion FCDU Account. An account to be designated the “Borrower’s Shareholder Conversion FCDU Account” is established in the Borrower’s name and will be maintained at the Onshore Agent’s Office into which shall be deposited, in Dollars, amounts from the Onshore Shareholders Contributions Account that will be transferred to the Holding Account.

2.6 Reserve Letters of Credit.

2.6.1 Requirements. Each Reserve Letter of Credit shall meet the following requirements:

(a) it shall be issued by an Eligible Bank and in the form attached hereto as Exhibit C;

(b) it shall have a term at the date of its issuance that extends until at least [•] Business Days after the next succeeding Payment Date (but in any event not less than [•] days), and shall automatically renew upon its expiration (which renewal period shall be for at least [•] months) unless, at least [•] days prior to any such expiration, the issuer shall deliver to the Trustee a notice of non renewal or non substitution of such Reserve Letter of Credit (a “Non Renewal Notice”);

(i) at any time during the period beginning [•] days prior to the scheduled expiration date thereof if the issuer delivers a Non Renewal Notice; or

(ii) [•] days after the credit rating of the senior unsecured long term indebtedness of the issuer of such Reserve Letter of Credit falls below the Issuing Bank Minimum Required Level,

in each case, unless the Trustee shall have theretofor received a replacement Reserve Letter of Credit meeting the conditions imposed in this Section 2.6 or amounts shall have theretofor been deposited in the relevant Reserve Account such that the amount on deposit therein, when aggregated with the face amount available to be drawn under any then outstanding Reserve Letter of Credit relating to such Reserve Account satisfying the requirements of this Section 2.6, is equal to the amount required to be on deposit in such Reserve Account;

(d) it shall provide for multiple drawdowns so that the Trustee may draw up to the full undrawn amount thereof at any time that the amount in the relevant Reserve Account (without including the undrawn amount of the Reserve Letter of Credit) is insufficient to meet the demands on such Reserve Account pursuant to this Agreement, and there shall be no conditions to any drawing thereunder other than the submission of a drawing request substantially in the form attached to such Reserve Letter of Credit;

(e) no agreement, instrument or document executed in connection with such Reserve Letter of Credit shall obligate the Borrower or any Shareholder to make any reimbursement or any other payment to the issuer thereof or otherwise with respect to such Reserve Letter of Credit; and

(f) no agreement, instrument or document executed in connection with such Reserve Letter of Credit shall provide the issuer thereof or any other Person with any claim against the Borrower, any Shareholder, the Trustee, the Administrative Agent or any other Secured Party, or against any Collateral, whether for costs of maintenance, reimbursement of amounts drawn under such Reserve Letter of Credit or otherwise, except for claims against the Borrower in respect of the Subordinated Loans deemed to be made pursuant to Section 3.2.2 of the [DDD] Funding and Support Agreement.

2.6.2 Reductions in Amount. At any time when a Reserve Letter of Credit is outstanding in relation to a Reserve Account and the aggregate undrawn amount of such Reserve Letter of Credit, together with the amount of funds on deposit in such account (but not including funds deposited in the Debt Service Reserve Account pursuant to Section 10.4.1(b)(i)), exceeds the then required balance of such Reserve Account as the result of (a) funds being deposited into such Reserve Account in accordance with this Agreement or (b) a reduction in the required balance in such Reserve Account, then the undrawn amount of such Reserve Letter of Credit shall be reduced in an aggregate amount equal to the amount of such excess. Upon such deposit of funds into the relevant Reserve Account or such reduction in required balance, the Trustee shall promptly deliver to the issuer of such Reserve Letter of Credit a certificate in the form attached to such Reserve Letter of Credit requesting that the available amount of such Reserve Letter of Credit be reduced by the amount of such excess; provided, that if the Trustee fails to deliver such certificate, the Borrower may, by delivering a written demand therefor, have the Administrative Agent direct the Trustee to deliver such certificate.

2.6.3 Drawings of Full Amount. The Trustee shall draw the full amount of a Reserve Letter of Credit on the [•]th [Name of the City] Business Day to occur after (a) the date that is [•] days prior to the scheduled expiration date of such Reserve Letter of Credit if the issuer delivers a Non Renewal Notice and the Trustee may otherwise do so in compliance with Section 2.6.1(c) or (b) the date that is [•] days after the date upon which the Administrative Agent notifies the Trustee and the Borrower in writing that the senior unsecured long term indebtedness of the issuer of such Reserve Letter of Credit falls below the Issuing Bank Minimum Required Level and the Trustee may otherwise do so in compliance with Section 2.6.1(c). Any amounts so drawn by the Trustee under a Reserve Letter of Credit shall be deposited by the Trustee in the relevant Reserve Account.

2.6.4 Monthly Drawings. If any Transfer/Withdrawal Instructions provided pursuant to this Agreement or any written instructions of the Administrative Agent instruct the Trustee to disburse, transfer, remit or withdraw funds from any Reserve Account, and a Reserve Letter of Credit has been provided to the Trustee with respect to such Reserve Account, the Trustee shall first determine the amount of cash and Permitted Investments in such Reserve Account and, if such amount is insufficient to carry out the instructions, shall draw upon such Reserve Letter of Credit in the amount of the deficiency at least [•] [Name of the City] Business Days prior to the date upon which such disbursement, transfer, remittance or withdrawal is to be made. The Trustee shall provide written notice to the Borrower of the amount drawn upon such Reserve Letter of Credit promptly after making such drawing.

2.6.5 Cancellation. The Trustee shall return a Reserve Letter of Credit to the Borrower for cancellation (a) in the case of any Reserve Letter of Credit, promptly (i) upon the Termination Date or (ii) after the amount of such Reserve Letter of Credit is reduced to zero pursuant to the operation of Section 2.6.2 and (b) in the case of a Reserve Letter of Credit relating to the Major Maintenance Reserve Account promptly after payment in full of all Major Maintenance Expenses incurred in the last Major Maintenance Year occurring prior to the Final Maturity Date.

2.7 Obligation to Collect Project Cash Flow.

The Borrower agrees to hold in trust all amounts of Project Cash Flow to which it is entitled and to take all steps necessary to ensure that such amounts are paid directly by the payer thereof to the Trustee for deposit into the Offshore Revenue Account (if in Dollars), the Onshore Revenue Account (if in [Currency]) or other applicable Project Account. The Borrower further agrees that if at any time it is in possession of any amounts of Project Cash Flow, it shall immediately pay such amounts to the Trustee for deposit into the Offshore Revenue Account (if in Dollars), the Onshore Revenue Account (if in [Currency]) or other applicable Project Account.

2.8 Exclusive Dominion And Control by Trustee.

The Trustee shall have exclusive possession of and sole dominion and control over the Project Accounts in accordance with the terms of this Agreement. The Borrower shall not have any rights against or to monies held in the Project Accounts, as third party beneficiary or otherwise, except the right to receive or make requisitions of monies held in the Project Accounts as expressly provided under this Agreement and to direct the investment of monies held in the Project Accounts as permitted by Section 3.1.

2.9 Closing of Accounts.

If a Project Account is no longer required to be utilized under this Agreement, the Borrower may (but shall be under no obligation to) deliver a written request to the Administrative Agent to close such Project Account and transfer any funds on deposit therein to the Offshore Revenue Account (if in Dollars) or the Onshore Revenue Account (if in [Currency]). If the Administrative Agent agrees that such Project Account is no longer required to be utilized, the Administrative Agent shall countersign such request and deliver it to the Trustee. On the [•]th Local Business Day after receiving such countersigned request from the Administrative Agent, the Trustee shall close such account, transfer any funds on deposit therein to the Offshore Revenue Account (if in Dollars) or the Onshore Revenue Account (if in [Currency]) and deliver notice of such actions to the Borrower and the Administrative Agent.

3. INVESTMENTS

3.1 Permitted Investments.

All amounts deposited in the Project Accounts (other than the Borrower’s Accounts) and not disbursed, transferred or remitted on the same day deposited shall be invested, on the same day as deposited or, with respect to amounts deposited with the Trustee after [Time] ([Name of the City] time, with respect to deposits in Offshore Accounts or [Name of the City] time, with respect to deposits in Onshore Accounts), the Trustee (acting directly or through the Onshore Agent) shall invest on the same day as deposited, or, with respect to amounts deposited after [Time] , on the next Local Business Day, in Permitted Investments specified in writing by the Borrower. If the Borrower does not specify in writing to the Trustee in which Permitted Investments amounts deposited shall be invested, the Trustee (acting directly or through the Onshore Agent) shall invest such amounts in Permitted Investments specified in clause (a)(iv) (in the case of Dollars) or clause (b)(iv) (in the case of [Currency]) of the definition of “Permitted Investments” set forth in the Common Agreement, until such written specification is received. Interest or any other income arising out of the investment of the Trust Funds held in or credited to any Offshore Account shall be and become a part of the Trust Funds, allocated and deposited when paid to the Offshore Revenue Account. Interest or any other income arising out of the investment of Trust Funds held in or credited to any Onshore Account shall become a part of the Trust Funds, allocated and deposited when paid to the Onshore Revenue Account.

3.2 Liquidations.

If and when cash is required for any disbursement, transfer, remittance or withdrawal in accordance with this Agreement, the Trustee (acting directly or through the Onshore Agent) shall cause (and is hereby authorized by the Borrower to cause) Permitted Investments to be sold or otherwise liquidated into cash (without regard to maturity) as the Trustee shall deem reasonable and prudent under the circumstances in order to make such disbursement, transfer, remittance or withdrawal.

3.3 Liability of Trustee.

All investments in Permitted Investments shall be made at the sole risk of the Borrower. The Trustee shall not be liable for any loss resulting from any investment in any Permitted Investment or the sale, disposition, redemption or liquidation of such investment or by reason of the fact that the proceeds realized in respect of such sale, disposition, redemption or liquidation were less than that which might otherwise have been obtained, except to the extent provided in Sections 10.6.1 and 11.3.8 of the Common Agreement.

4. PAYMENT OF PROJECT COSTS

4.1 Trustee’s Review of Notices.

The Trustee shall review each Notice of Borrowing and Notice of Project Costs upon receipt thereof from the Borrower. The Trustee shall not be obligated to act upon such Notice of Borrowing or Notice of Project Costs except as specified in this Agreement and the other Financing Documents.

4.2 Trustee’s Notice Regarding Receipt of Funds.

4.2.1 Notice of Borrowing. To the extent that Base Equity Contributions, Contingency Base Equity Contributions, Cost Overruns Contributions and/or [DDD] Replacement Loans are identified in any Notice of Borrowing received by the Trustee pursuant to Section 2.4.1 of the Common Agreement, the Trustee shall, on the second Lending Business Day prior to the Requested Drawdown Date set forth in such Notice of Borrowing, deliver written notice to the Administrative Agent (with a copy to the Borrower) if the Trustee has not received, by the date [•] Lending Business Days prior to such Requested Drawdown Date, any of the Base Equity Contributions, Contingency Base Equity Contributions, Cost Overruns Contributions and [DDD] Replacement Loans specified in such Notice of Borrowing to be made by the Sponsors, Shareholders and/or [OOO]. The Trustee shall specify in such notice which such amounts it did not receive.

4.2.2 Notice of Project Costs. To the extent that Base Equity Contributions, Contingency Base Equity Contributions, Cost Overruns Contributions and/or [DDD] Replacement Loans are identified in any Notice of Project Costs received by the Trustee pursuant to Section 2.5.1 of the Common Agreement, the Trustee shall, on the date that is [•] Lending Business Day prior to each Notice of Project Costs Transfer Date specified in such Notice of Project Costs, deliver written notice to the Administrative Agent (with a copy to the Borrower) if the Trustee has not received, by the date that is [•] Lending Business Day prior to such Notice of Project Costs Transfer Date, each of the Base Equity Contributions, Contingency Base Equity Contributions, Cost Overruns Contributions and [DDD] Replacement Loans specified in such Notice of Project Costs to be made by the Sponsors, Shareholders and/or [OOO] with respect to such Notice of Project Costs Transfer Date. The Trustee shall specify in such notice which such amounts it did not receive.

4.2.3 Notice of Receipt of Funds. The Trustee shall promptly deliver written notice to the Administrative Agent (with a copy to the Borrower) if at any time after delivering written notice to the Administrative Agent pursuant to Section 4.2.1 or 4.2.2, the amounts of the Base Equity Contributions, Contingency Base Equity Contributions, Cost Overruns Contributions or [DDD] Replacement Loans specified as not received in any notice delivered pursuant to Section 4.2.1 or 4.2.2 are received by the Trustee.

4.2.4 Notice of Funds For Cost Overruns and Net Hedge Payments.

(a) To the extent that either a Notice of Borrowing or a Notice of Project Costs received by the Trustee pursuant to Section 2.4.1 or 2.5.1 of the Common Agreement identifies (i) Cost Overruns that the Borrower proposes to be paid with Liquidated Damages for Delay, insurance proceeds or Acceptable Financing or (ii) Project Costs that the Borrower proposes to be paid with Net Hedge Payments that the Borrower has received, then the Trustee shall, on the [•]th Lending Business Day prior to the Requested Drawdown Date specified therein (with respect to a Notice of Borrowing) or on the date that is [•] Lending Business Day prior to the initial Notice of Project Costs Transfer Date specified therein (with respect to a Notice of Project Costs), notify the Administrative Agent and the Borrower whether the amount of funds then on deposit in the Delay Liquidated Damages Subaccount, the Rectification Proceeds Subaccounts, the Acceptable Financing Account or the Hedge Payments Account, as the case may be, are not equal to or greater than the amount of such Contingency Costs, Cost Overruns or (in the case of Net Hedge Payments) Project Costs proposed to be funded by such funds pursuant to written disbursement instructions set forth as an attachment(s) to the relevant Notice of Borrowing or Notice of Project Costs. Such notice shall also specify the amount by which funds on deposit in the Delay Liquidated Damages Subaccount, the Rectification Proceeds Subaccounts, the Acceptable Financing Account and the Hedge Payments Account are insufficient to fund the Contingency Costs, Cost Overruns or (in the case of Net Hedge Payments) Project Costs proposed in the Notice of Borrowing or Notice of Project Costs to be funded by funds on deposit in such accounts.

(b) In the event that the Trustee delivers such a notice to the Administrative Agent and the Borrower pursuant to Section 4.2.4(a) that specifies:

(i) an insufficiency in the Delay Liquidated Damages Subaccount, the Rectification Proceeds Subaccounts, the Hedge Payments Account or the Acceptable Financing Account to pay Contingency Costs or Cost Overruns as specified in the relevant Notice of Borrowing or Notice of Project Costs, then the Trustee shall promptly deliver written notice to the Administrative Agent (with a copy to the Borrower) if at any time thereafter an amount sufficient to cover such insufficiency is deposited in any such account or (A) for such an insufficiency with respect to Cost Overruns, in any of the [JJJ] Cost Overruns Subaccount, the [KKK]/[LLL] Cost Overruns Subaccount, the [MMM]/[LLL] Cost Overruns Subaccount and the [HHH] Cost Overruns Subaccount and (B) for such an insufficiency with respect to Contingency Costs, in any of the [JJJ] Contingency Base Equity Subaccount, the [KKK]/[LLL] Contingency Base Equity Subaccount, the [MMM]/[LLL] Contingency Base Equity Subaccount and the [HHH] Contingency Base Equity Subaccount (provided that the Borrower notifies the Trustee that such additional amounts are intended to cover such insufficiency); or

(ii) an insufficiency in the Hedge Payments Account to pay any Project Costs as specified in the relevant Notice of Borrowing or Notice of Project Costs, then the Trustee shall promptly deliver written notice to the Administrative Agent (with a copy to the Borrower) if at any time thereafter an amount sufficient to cover such insufficiency is deposited in the Hedge Payments Account or in any subaccount of the Holding Account (other than the subaccounts specified in Section 4.2.4(b)(i)) (provided that the Borrower notifies the Trustee that such additional amounts are intended to cover such insufficiency).

4.2.5 Sponsor Letters of Credit. When the Trustee draws on any Sponsor Letter of Credit pursuant to Section 6.1.3(a) or 6.1.3(b) of the Funding and Support Agreements (or, in the case of the [NNN] Funding and Support Agreement, Section 5.1.3(a) or 5.1.3(b) of such Agreement), the Trustee shall deposit the amount of funds drawn thereunder to the account or subaccount specified by the Administrative Agent in a written notice given to the Trustee pursuant to and in accordance with such Section of the applicable Funding and Support Agreement.

4.3 Payment of Project Costs.

4.3.1 Upon Receipt of Notice of Borrowing. In any calendar month in which the Borrower delivers a Notice of Borrowing pursuant to Section 2.4.1 of the Common Agreement, and provided that the Trustee:

(i) has received a Lending Confirmation Notice from the Administrative Agent pursuant to Section 2.6.2 of the Common Agreement with respect thereto;

(ii) was not required to deliver a notice pursuant to Section 4.2.1 (or, if required to deliver such a notice, was subsequently required to deliver a notice pursuant to Section 4.2.3);

(iii) was not required to deliver a notice pursuant to Section 4.2.4(a) (or, if required to deliver such a notice, was subsequently required to deliver a notice pursuant to Section 4.2.4(b)); and

(iv) has not received a Drawstop Notice that was not revoked,

the Trustee shall take the following actions on the relevant Project Costs Payment Date:

(b) Disburse, transfer and remit from the subaccounts of the Senior Loans Proceeds Account, the Holding Account, the Offshore Rectification Proceeds Subaccount, the Acceptable Financing Account and the Hedge Payments Account, in such amounts specified in such Notice of Borrowing and to the extent funds are then available therein for such disbursements pursuant to the terms and conditions of this Agreement, to the following Project Accounts and payees and in the following amounts (which Project Accounts, payees and amounts shall be specified in the written disbursement instructions attached as Attachment 1 to such Notice of Borrowing, and as may be amended, pursuant to Section 2.6.2 of the Common Agreement, by the Administrative Agent in the Lending Confirmation Notice in the event Project Cost Bridging Advances are used to fund Project Costs instead of Senior Loans under the Relevant Senior Credit Agreement as contemplated by Section 2.6.1(d)(iii) of the Common Agreement):

(i) to each Secured Party, all amounts then due and payable to such Secured Party under the Financing Documents;

(ii) to the Disbursement Account, all amounts scheduled to be due and payable to the Secured Parties under the Financing Documents during the succeeding [•] month period;

(iii) to the Construction Contractors and the Jetty Contractor, all amounts then due and payable to such Persons;

(iv) to the Disbursement Account, all amounts scheduled to be due and payable to the Construction Contractors and the Jetty Contractor during the succeeding [•] month period;

(v) to the Borrower’s Offshore Dollar Disbursement Account, amounts in respect of other Dollar denominated Project Costs scheduled to be due and payable during the succeeding [•] month period;

(vi) to the Borrower’s Onshore Dollar Disbursement Account, amounts in respect of other Dollar denominated Project Costs scheduled to be due and payable during the succeeding [•]-month period, to the extent that the balance in such account will not exceed $[•];

(vii) to the Borrower’s [Currency] Disbursement Account, all amounts in respect of other [Currency] denominated Project Costs scheduled to be due and payable during the succeeding [•] month period;

(viii) with respect to the Initial Disbursement only, to the Bridge Facility Lender, the [OOO] Facility Lender, [•] Facility Lender and [•] Facility Lender, all amounts required to be paid to such Persons pursuant to Section 2.2.4 of the Common Agreement;

(ix) to the Fronted Costs Subaccount, an amount equal to the proceeds of Senior Loans in respect of Fronted Costs to be applied by the Borrower to the repayment of advances from the Shareholders and/or Sponsors pursuant to Section 2.2.4 of the Common Agreement; and

(x) with respect to each of the [•]th [•] [•]-month periods after the earlier of the Deemed Completion Date and the ECA Completion Date, to the Offshore Revenue Account an amount not to exceed [•] of the amount of the working capital line item in the Construction Plan and Budget, to the extent necessary to fund O&M Costs scheduled to be due and payable during the succeeding [•]-month period.

4.3.2 Upon Receipt of Notice of Project Costs. In any calendar month in which the Borrower delivers a Notice of Project Costs, and provided that the Trustee:

(i) has received a written notice from the Administrative Agent pursuant to Section 2.5.4 of the Common Agreement directing the Trustee to disburse funds in accordance with the disbursement instructions attached as Attachment 1 and (if applicable) Attachment 2 to such Notice of Project Costs;

(ii) was not required to deliver a notice pursuant to Section 4.2.2 (or, if required to deliver such a notice, was subsequently required to deliver a notice pursuant to Section 4.2.3);

(iii) was not required to deliver a notice pursuant to Section 4.2.4(a) (or, if required to deliver such a notice, was subsequently required to deliver a notice pursuant to Section 4.2.4(b)); and

(iv) shall have received a notice from the Administrative Agent pursuant to Section 2.5.4(b) of the Common Agreement indicating that all of the relevant conditions were satisfied or waived by the Required Voting Parties and directing the Trustee to make the transfers, disbursements or remittances specified in the relevant Notice of Project Costs, or if the Trustee shall have received a notice from the Administrative Agent pursuant to Section 2.5.4(b) of the Common Agreement indicating that such conditions were not satisfied or waived by the Required Voting Parties, then the Trustee shall have subsequently received a notice from the Administrative Agent directing the Trustee to make the transfers, disbursements and remittances specified in the relevant Notice of Project Costs pursuant to Section 2.5.4(c) of the Common Agreement,

the Trustee shall take the following actions on each relevant Project Costs Payment Date:

(a) If any funds are then on deposit in the Delay Liquidated Damages Subaccount, disburse, transfer or remit such amounts to the Project Accounts and payees and in the amounts as provided in Section 8.1.1 or 8.1.2 (which Project Accounts, payees and amounts shall be set forth in the written disbursement instructions attached as Attachment 1 or Attachment 2, as the case may be, to such Notice of Project Costs, provided that the Borrower shall request such disbursements, transfers or remittances in either Attachment 1 or Attachment 2, but not in both); and

(b) Disburse, transfer and remit from the subaccounts of the Holding Account, the Offshore Rectification Proceeds Subaccount, the Acceptable Financing Account and the Hedge Payments Account, in such amounts identified in such Notice of Project Costs and to the extent funds are then available therein for such disbursements pursuant to the terms and conditions of this Agreement to the following Project Accounts and payees and in the following amounts (which Project Accounts, payees and amounts shall be set forth in the written disbursement instructions attached as Attachment 1 or Attachment 2, as the case may be, to such Notice of Project Costs):

(i) to each Secured Party, all amounts then due and payable to such Secured Party under the Financing Documents;

(ii) to the Disbursement Account, all amounts scheduled to be due and payable to the Secured Parties under the Financing Documents during the succeeding [•] month period;

(iii) to the Construction Contractors and the Jetty Contractor all amounts then due and payable to such Persons;

(iv) to the Disbursement Account, all amounts scheduled to be due and payable to the Construction Contractors and the Jetty Contractor during the succeeding [•] month period;

(v) to the Borrower’s Offshore Dollar Disbursement Account, amounts in respect of other Dollar denominated Project Costs scheduled to be due and payable during the succeeding [•]-month period;

(vi) to the Borrower’s Onshore Dollar Disbursement Account, amounts in respect of other Dollar-denominated Project Costs scheduled to be due and payable during the succeeding [•]-month period, to the extent that the balance in such account will not exceed $[•];

(viii) with respect to the [•]th [•] [•]-month periods after the earlier of the Deemed Completion Date and the ECA Completion Date, to the Offshore Revenue Account an amount not to exceed [•] of the amount of the working capital line item in the Construction Plan and Budget, to the extent necessary to fund O&M Costs scheduled to be due and payable during the succeeding [•]-month period.

4.3.3 Disbursement Account. In any month in which the Trustee disburses, transfers and remits funds on a Project Costs Payment Date in accordance with Section 4.3.1 or 4.3.2, the Trustee also shall disburse amounts deposited in the Disbursement Account pursuant to Section 4.3.1(b)(ii), 4.3.1(b)(iv), 4.3.2(b)(ii), 4.3.2(b)(iv), 8.1.1 or 8.1.2(c) to the Construction Contractors, the Jetty Contractor and/or the Secured Parties in the amounts and on the dates specified in the written disbursement instructions attached to the applicable Notice of Borrowing or Notice of Project Costs.

4.3.4 Senior Loans Proceeds Account. If the Trustee receives a Drawstop Notice pursuant to Section 2.6.3 of the Common Agreement that has not been revoked, it shall, if instructed to do so in such Drawstop Notice or otherwise pursuant to written instructions from the Administrative Agent, return amounts on deposit in the Senior Loans Proceeds Account to the Facility Agents that deposited such amounts, as specified in such instructions or Drawstop Notice.

4.3.5 Payment of Project Costs When Disbursements Are Not Made. If, after the delivery by the Borrower of any Notice of Borrowing, Disbursements are not made as contemplated under Section 2.6.8 of the Common Agreement, then the Borrower shall have the right to deliver to the Administrative Agent (with a copy to the Trustee) a written request:

(a) to disburse, transfer and remit a specified amount of funds then on deposit in the Delay Liquidated Damages Subaccount to the Project Accounts and payees and in the amounts as provided in Section 8.1.1 or 8.1.2; and/or

(b) to disburse, transfer and remit a specified amount of funds on deposit in the Holding Account, the Offshore Rectification Proceeds Subaccount and the Acceptable Financing Account to the Project Accounts and payees and on the dates specified in such request to pay Project Costs specified in the relevant Notice of Borrowing.

If, upon receiving such request from the Borrower, the Administrative Agent determines that, (i) the conditions precedent set forth in Section 4.2.10 of the Common Agreement have been satisfied with respect to the Disbursements requested in the relevant Notice of Borrowing, and (ii) such request from the Borrower is consistent with terms of this Section 4.3.5 and Section 2.6.8 of the Common Agreement, then the Administrative Agent shall countersign such written request from the Borrower and deliver such request to the Trustee; provided, however, that if the Administrative Agent has notice that an Event of Default has occurred and is continuing, the Administrative Agent shall instruct the Trustee not to disburse, transfer or remit any funds on deposit in the Delay Liquidated Damages Subaccount, or the Offshore Rectifications Proceeds Subaccount. Upon receipt of such countersigned request, the Trustee shall make the disbursements, transfers and remittances specified in such countersigned request.

4.3.6 Project Costs Bridging Advances. If Project Costs Bridging Advances are used to fund Project Costs instead of Senior Loans under the Relevant Senior Credit Agreement as contemplated by Section 2.6.1(d)(iii) of the Common Agreement and such Senior Loans are later advanced under such Relevant Senior Credit Agreement, the Borrower may provide a written request to the Administrative Agent (with a copy to the Trustee and the relevant Facility Agent) to disburse the proceeds of such Senior Loans to the Shareholder(s) that made such Project Costs Bridging Advances. Such written request shall certify as to the amount of Project Costs Bridging Advances funded by each Shareholder to be used to fund Project Costs in place of the relevant Senior Loans and the applicable subaccount of the Senior Loans Proceeds Account into which the relevant Senior Loans have been deposited. If the Administrative Agent confirms that the proceeds of such Senior Loans were so deposited, it shall countersign such written request and deliver it to the Trustee. Upon receipt of such countersigned request, the Trustee shall transfer funds on deposit in the relevant subaccount of the Senior Loans Proceeds Account to the Shareholders and in the amounts specified in such countersigned request (which amounts specified by the Borrower shall be no greater than the amount of the Project Costs Bridging Advances actually funded by each such Shareholder).

5. PROJECT CASH FLOW DISBURSEMENT PROCEDURE

5.1 Transfer/Withdrawal Instructions and Independent Transfer/Withdrawal Certificates.

Except as otherwise expressly provided herein, the Borrower shall not be entitled to request disbursements, transfers, remittances or withdrawals of funds from any Project Account without having delivered Transfer/Withdrawal Instructions or an Independent Transfer/Withdrawal Certificate in accordance with the terms of this Agreement.

5.2 Procedure.

5.2.1 Delivery of Borrower’s Instructions. The Borrower shall deliver to the Administrative Agent and the Trustee proposed Transfer/Withdrawal Instructions in accordance with Sections 6.3.1, 8.2.3, 9.5.1(d), 10.3, 10.6.1(c) and 10.12. All Transfer/Withdrawal Instructions shall request disbursements, transfers, remittances or withdrawals in accordance with the requirements of this Agreement and shall specify:

(a) the Project Account (including subaccounts thereof) from which each disbursement, transfer, remittance or withdrawal is requested, the Person or Project Account to which such disbursement, transfer, remittance or withdrawal is to be made, and the amount of such disbursement, transfer, remittance or withdrawal;

(b) (with respect to Transfer/Withdrawal Instructions delivered pursuant to Section 6.3.1 only) if funds are on deposit in the Delay Liquidated Damages Account, each disbursement, transfer, remittance and withdrawal required pursuant to Section 8.1.1 or 8.1.2, as the case may be;

(c) the date upon which each disbursement, transfer, remittance or withdrawal is to be made (which, with respect to each Transfer/Withdrawal Instructions delivered pursuant to Section 6.3.1, shall be on, or within the [•]-month period succeeding, the Monthly Transfer/Withdrawal Date next succeeding the date of such Transfer/Withdrawal Instructions);

(d) with respect to the conversion of Dollars to [Currency] required for any requested disbursement, transfer or remittance, the amount of [Currency] required therefor;

(e) with respect to the conversion of [Currency] to Dollars required for any requested disbursement, transfer or remittance, the amount of Dollars required therefor; and

(f) if a Funding Insufficiency is anticipated, the Project Account or payment to which such Funding Insufficiency relates, the amount thereof, the reasons therefor and the proposed means to correct such Funding Insufficiency (as provided in Section 6.3.3).

In addition to the foregoing, the Transfer/Withdrawal Instructions delivered with respect to any Payment Date Related Transfer/Withdrawal Date shall specify the DSCR and Projected DSCR calculations (as revised to reflect the comments of the Administrative Agent, if any, as provided in Section 12.1.1) that are required to determine whether the conditions set forth in Sections 12.1.3(d) and 12.1.3(e) have been satisfied.

5.3 Administrative Agent’s Review; Effectiveness.

5.3.1 Review. The Administrative Agent shall review all Transfer/Withdrawal Instructions upon receipt thereof from the Borrower.

5.3.2 Approval. If the Administrative Agent (a) determines that all amounts requested for disbursement, transfer or withdrawal in such proposed Transfer/Withdrawal Instructions have been correctly calculated, (b) determines that such proposed Transfer/Withdrawal Instructions are consistent with, and satisfy the requirements of, the terms and conditions of this Agreement and the other Financing Documents and (c) agrees with any proposal therein to fund any Funding Insufficiencies, then the Administrative Agent shall countersign such proposed Transfer/Withdrawal Instructions and forward the same to the Trustee (with a copy to the Borrower) within [•] Business Days after receipt thereof from the Borrower.

5.3.3 Disapproval. If the Administrative Agent (a) determines that any amounts requested for disbursement, transfer or withdrawal in such proposed Transfer/Withdrawal Instructions have been incorrectly calculated, (b) determines that such proposed Transfer/Withdrawal Instructions are inconsistent with, or otherwise fail to satisfy the requirements of, the terms and conditions of this Agreement and the other Financing Documents or (c) disagrees with any proposal therein to fund any Funding Insufficiencies, then the Administrative Agent shall consult with the Borrower with respect to such determinations or disagreements within [•] Business Days after receipt of the proposed Transfer/Withdrawal Instructions from the Borrower. The Administrative Agent shall also consult with any Secured Party or Consultant if it deems it necessary to resolve any such disagreement with the Borrower. Within [•] Business Days after [•]th consulting with the Borrower, the Administrative Agent shall either:

(i) return such Transfer/Withdrawal Instructions to the Borrower (with a copy to the Trustee) with its determinations noted thereon; or

(ii) make such corrections or changes to such Transfer/Withdrawal Instructions as it deems reasonable (provided that the Administrative Agent shall not make changes with respect to the funding of Funding Insufficiencies proposed by the Borrower in accordance with Section 9.5.1 or 9.6), and countersign and deliver such corrected and/or changed Transfer/Withdrawal Instructions to the Trustee (with a copy to the Borrower). Without limiting the foregoing, the parties hereto acknowledge and agree that the Administrative Agent shall have the right to correct or change Transfer/Withdrawal Instructions in a manner that instructs the Trustee to make only those disbursements, transfer and/or withdrawals that the Administrative Agent determines to be correctly calculated and consistent with the Financing Documents.

5.3.4 Effectiveness. Transfer/Withdrawal Instructions received by the Trustee shall be effective and valid as to the instructions therein given only if signed by the Administrative Agent, and instructions signed by the Administrative Agent may be conclusively relied on by the Trustee. Nothing in this Section 5 shall preclude the Administrative Agent from consulting with the Borrower, any Secured Party or any Consultant in making its determinations with respect to the accuracy of any Transfer/Withdrawal Instructions or the consistency thereof with the terms and conditions of this Agreement and the other Financing Documents.

5.4 Failure of Borrower to Deliver Proposed Transfer/Withdrawal Instructions.

Notwithstanding any provision of this Agreement to the contrary, if the Borrower fails to deliver any Transfer/Withdrawal Instructions under, and on or prior to the date required pursuant to, Section 6.3.1, 8.2.3, 10.3, 10.6.1(c) or 10.12, the Administrative Agent shall be entitled to prepare and deliver such Transfer/Withdrawal Instructions to the Trustee (with a copy to the Borrower). The Borrower hereby irrevocably authorizes the Administrative Agent to deliver all such Transfer/Withdrawal Instructions and the Trustee to act in accordance with such Transfer/Withdrawal Instructions.

5.5 Disbursements by Trustee.

The Trustee shall make disbursements, transfers, remittances and withdrawals from the Project Accounts pursuant to and in accordance with (a) Transfer/Withdrawal Instructions which have become effective in accordance with Section 5.3.2, 5.3.3 or 5.4, (b) Independent Transfer/Withdrawal Certificates signed only by the Borrower and (c) written instructions from the Administrative Agent to disburse, transfer, remit or withdraw funds. The Trustee shall have no obligation (express, implied or otherwise) to investigate whether any such Transfer/Withdrawal Instructions, Independent Transfer/Withdrawal Certificate or written instructions from the Administrative Agent comply with this Section 5 or any other provision of this Agreement or the other Financing Documents.

5.6 Currency Conversion.

5.6.1 Borrower May Request Conversion. To the extent that the Borrower is permitted pursuant to the terms of this Agreement to transfer funds from an Offshore Account to an Onshore Account or from an Onshore Account to an Offshore Account, the Borrower may request in any proposed Transfer/Withdrawal Instructions that the Trustee (a) convert amounts on deposit in such Offshore Account into [Currency] or in such Onshore Account into Dollars, and (b) transfer such [Currency] or Dollars in accordance with this Section 5.6 to the applicable Onshore Account or Offshore Account specified in such Transfer/Withdrawal Instructions.

5.6.2 Conversion into [Currency]. Upon receipt by the Trustee of any Transfer/Withdrawal Instructions requesting conversion of Dollars into [Currency], or when any sum is to be withdrawn from any Offshore Account and transferred in [Currency] pursuant to the written instructions of the Administrative Agent or otherwise pursuant to this Agreement, then the Trustee shall, unless otherwise instructed in writing by the Administrative Agent, withdraw from the applicable Offshore Account such amount which the Trustee determines is necessary in order to purchase the requisite amount of [Currency] (net of all reasonable fees, commissions or other costs charged to the Trustee in connection with such conversion) on the date (the “[Currency] Currency Conversion Date”) that is [•] [Name of the Country]/[Name of the City] Business Day prior to the date upon which such amount of [Currency] is scheduled to be transferred pursuant to the relevant Transfer/Withdrawal Instructions or written instructions of the Administrative Agent. In effecting any such currency conversion, the Trustee (acting through the Onshore Agent) shall, no later than [Time] ([Name of the City] time) on the [Currency] Currency Conversion Date, confirm the rate of exchange offered by the Onshore Agent for the purchase on such [Currency] Currency Conversion Date of [Currency]. The Trustee (acting through the Onshore Agent) shall utilize the rate of exchange offered by the Onshore Agent, N.A. net of all reasonable fees, commissions and other charges and shall effect such conversion on such [Currency] Currency Conversion Date. The Trustee (acting through the Onshore Agent) shall, promptly after making any currency conversion under this Section 5.6.2, notify the Administrative Agent and the Borrower, in writing, of (a) the amount of the Dollars utilized, (b) the amount of the [Currency] obtained and (c) the exchange rate utilized in obtaining such [Currency].

5.6.3 Conversion into Dollars. Upon receipt by the Trustee of any Transfer/Withdrawal Instructions requesting conversion of [Currency] into Dollars, or when any sum is to be withdrawn from any Onshore Account and transferred in Dollars pursuant to the written instructions of the Administrative Agent or otherwise pursuant to this Agreement, then the Trustee shall, unless otherwise instructed in writing by the Administrative Agent, withdraw from the applicable Onshore Account such amount which the Trustee determines is necessary in order to purchase the requisite amount of Dollars (net of all reasonable fees, commissions or other costs charged to the Trustee in connection with such conversion) on the date (the “Dollar Currency Conversion Date”) that is the [Name of the Country]/[Name of the City] Business Day upon which such amount of Dollars is scheduled to be transferred pursuant to the relevant Transfer/Withdrawal Instructions or written instructions of the Administrative Agent. In effecting any such currency conversion, the Trustee (acting through the Onshore Agent) shall, no later than [Time] ([Name of the City] time) on the Dollar Currency Conversion Date, confirm the rate of exchange offered by the Onshore Agent for the purchase on such Dollar Currency Conversion Date of Dollars. The Trustee (acting through the Onshore Agent) shall utilize the rate of exchange offered by the Onshore Agent net of all reasonable fees, commissions and other charges and shall effect such conversion on such Dollar Currency Conversion Date. The Trustee (acting through the Onshore Agent) shall, promptly after making any currency conversion under this Section 5.6.3, notify the Administrative Agent and the Borrower, in writing, of (a) the amount of the [Currency] utilized, (b) the amount of the Dollars obtained and (c) the exchange rate utilized in obtaining such Dollars.

5.6.4 Converted Sum to be Placed in Account. The Trustee (acting through the Onshore Agent) shall make all currency conversions of (a) Dollars into [Currency], by [•]th transferring the amount of Dollars required to be converted from funds in the relevant Offshore Account(s) in accordance with Section 5.6.2, to the Onshore Currency Conversion FCDU Account and then promptly converting such amount into [Currency] and transferring such [Currency] amount to the applicable Onshore Account, and (b) [Currency] into Dollars, by [•]th converting an amount of [Currency] from the relevant Onshore Account(s) into Dollars in accordance with Section 5.6.3, and then transferring such Dollar amount to the Onshore Currency Conversion FCDU Account and then promptly transferring such Dollar amount to the applicable Offshore Account, in each case for application in accordance with the terms hereof.

6. MONTHLY NOTICES AND CALCULATIONS FOR DISBURSEMENTS OF PROJECT CASH FLOW

6.1 Trustee’s Notices.

6.1.1 Transfer Related Notices. On the [•]th Business Day and again on the [•]th Business Day prior to each Monthly Transfer/Withdrawal Date (each, an “Accounts Statement Date”), the Trustee shall deliver to the Borrower and the Administrative Agent a notice specifying:

(a) Any trustee fees, costs and expenses to be paid in accordance with Sections 13.6 and 16.1 on the Monthly Transfer/Withdrawal Date next succeeding such Accounts Statement Date;

(b) The credit balance of each Project Account (including, with respect to each Reserve Account, the undrawn amount of any related Reserve Letters of Credit) as of the opening of business in [Name of the City] on such Accounts Statement Date; and

(c) The amount and source of funds received in accordance with this Agreement and the disbursements, transfers, remittances and withdrawals from each Project Account since the Accounts Statement Date immediately preceding such Accounts Statement Date (all as set forth in the records and accounts maintained by the Trustee).

6.1.2 Month End Notices. On the [•]th Business Day of each calendar month, the Trustee shall deliver to the Borrower and the Administrative Agent a notice specifying:

(a) The credit balance of each Project Account (including, with respect to each Reserve Account, the undrawn amount of any Reserve Letters of Credit) as of the close of business on the last day of the previous calendar month; and

(b) The amount and source of funds received in accordance with this Agreement and the disbursements, transfers, remittances and withdrawals from each Project Account during the preceding calendar month (all as set forth in the records and accounts maintained by the Trustee).

6.2 Administrative Agent Notices.

On the [•]th Business Day prior to each Monthly Transfer/Withdrawal Date, the Administrative Agent shall deliver to the Trustee and the Borrower a notice specifying the following amounts:

6.2.1 The amount of all fees, costs, indemnities and expenses and unscheduled payments to be payable to each Secured Party under the Financing Documents and to each Additional GFM Costs Indebtedness Lender as of the Monthly Transfer/Withdrawal Date next succeeding the date of such notice, broken down, for each such Person, on an item by item basis;

6.2.2 The amount of Debt Service to be payable to each Secured Party in respect of the Senior Credit Facilities and all other amounts to be payable to each Secured Party under the Financing Documents, in each case as of the Payment Date-Related Transfer/Withdrawal Date next succeeding the date of such notice, broken down, for each Secured Party, on an item by item basis;

6.2.3 The amount of Debt Service to be payable to each Additional GFM Costs Indebtedness Lender in respect of any Additional GFM Costs Indebtedness on or prior to the Payment Date-Related Transfer/Withdrawal Date next succeeding the date of such notice, broken down, for each Additional GFM Costs Indebtedness Lender, on an item by item basis;

6.2.4 Net Hedge Payments to be payable by the Borrower under the Hedging Facilities as of the Payment Date next succeeding the date of such notice;

6.2.5 The MMRA Amount for the Monthly Transfer/Withdrawal Date next succeeding the date of such notice;

6.2.6 The amount of funds required to be deposited pursuant to Section 7.1.1(d) on the Monthly Transfer/Withdrawal Date next succeeding the date of such notice; and

6.2.7 The DSRA Amount for the Monthly Transfer/Withdrawal Date next succeeding the date of such notice.

6.3 Borrower’s Proposed Instructions.

6.3.1 Delivery of Transfer/Withdrawal Instructions. Not later than the [•]th (but, in any event, not earlier than the [•]th) Business Day prior to each Monthly Transfer/Withdrawal Date, the Borrower shall deliver to the Administrative Agent and the Trustee Transfer/Withdrawal Instructions (the date of such delivery, the “Monthly Instruction Date” for such Monthly Transfer/Withdrawal Date) for all transfers, remittances and withdrawals to be made from and among the Project Accounts on, or during the [•]-month period succeeding, such Monthly Transfer/Withdrawal Date.

6.3.2 Certificate. Together with each Monthly Transfer/Withdrawal Instructions delivered pursuant to Section 6.3.1, the Borrower shall deliver to the Administrative Agent and the Trustee a certificate signed by an Authorized Officer of the Borrower certifying the following amounts to be paid on, or during the [•]-month period succeeding, the Monthly Transfer/Withdrawal Date referenced in such Instructions:

(a) Dollar denominated and [Currency] denominated O&M Costs;

(b) Major Maintenance Expenses; and

6.3.3 Proposal to Cover Funding Insufficiencies. If, on any Monthly Instruction Date, it is reasonably anticipated that there will be a Funding Insufficiency on or during the [•]-month period succeeding the Monthly Transfer/Withdrawal Date relating to such Monthly Instruction Date, the Borrower shall include in the Transfer/Withdrawal Instructions delivered on such Monthly Instruction Date its proposal for funding such Funding Insufficiency, including through any disbursement, transfer, remittance or withdrawal from Project Accounts in accordance with Section 9.

7. MONTHLY DISBURSEMENTS OF PROJECT CASH FLOW

7.1 Waterfall.

7.1.1 Offshore Revenue Account. Transfer/Withdrawal Instructions delivered by the Borrower pursuant to Section 6.3.1 shall instruct the Trustee to disburse, transfer or remit a specified amount of funds from the Offshore Revenue Account on the Monthly Transfer/Withdrawal Date next succeeding the date of such Transfer/Withdrawal Instructions, to the following Offshore Accounts and payees, in the following order of priority and amounts (each of which shall be specified in such Transfer/Withdrawal Instructions):

(a) First,

(i) to the Offshore O&M Account, an amount equal to the aggregate amount of Dollar denominated O&M Costs to be paid on, or during the [•]-month period succeeding, such Monthly Transfer/Withdrawal Date (which amount shall generally be in compliance with the amount set forth in the nearest corresponding month of the then applicable O&M Budget and Operating Plan and shall be in compliance with such O&M Budget and Operating Plan on an annual basis considering prior expenditures and projected expenditures for the applicable Contract Year); and

(ii) to the Onshore O&M Account, to the extent that the credit balance thereof (after giving effect to any transfers to such account made or to be made on such Monthly Transfer/Withdrawal Date under Section 7.2) is insufficient to pay the aggregate amount of [Currency] denominated O&M Costs to be paid on, or during the [•]-month period succeeding, such Monthly Transfer/Withdrawal Date (which amount shall generally be in compliance with the amount set forth in the nearest corresponding month of the then applicable O&M Budget and Operating Plan and shall be in compliance with such O&M Budget and Operating Plan on an annual basis considering prior expenditures and projected expenditures for the applicable Contract Year), the amount of such deficiency;

(b) Second, to each Secured Party and Additional GFM Costs Indebtedness Lender, all fees, costs, indemnities and expenses and unscheduled payments (other than prepayments of principal (and interest thereon) of the Senior Loans) then due and payable to such Person;

(c) Third, to the Major Maintenance Reserve Account, an amount equal to the amount, if any, by which the MMRA Amount exceeds the credit balance of such account and, if instructed by the Borrower and a Reserve Letter of Credit has been provided and is outstanding in respect of the Major Maintenance Reserve Account, such additional amount specified by the Borrower that shall not exceed the undrawn amount of such Reserve Letter of Credit (provided that such additional amount may only be so transferred to such Reserve Account to the extent that after such transfer, the remaining funds to be transferred from the Offshore Revenue Account on such Monthly Transfer/Withdrawal Date are sufficient to make the transfers described in Sections 7.1.1(d) and 7.1.1(e));

(d) Fourth, to the Debt Service Accrual Account, an amount equal to the sum of (i) [•] of the Debt Service due in respect of the Senior Credit Facilities on the immediately succeeding Payment Date and (ii) a monthly amount to be agreed upon among the Borrower, the Secured Parties and the Additional GFM Costs Indebtedness Lenders at the time such Additional GFM Costs Indebtedness Lenders become parties to the Intercreditor Agreement;

(e) Fifth, to the Debt Service Reserve Account, an amount equal to the amount, if any, by which the DSRA Amount exceeds the credit balance of such account and, if instructed by the Borrower and a Reserve Letter of Credit has been provided and is outstanding in respect of the Debt Service Reserve Account, such additional amount specified by the Borrower that shall not exceed the undrawn amount of such Reserve Letter of Credit (provided that the Borrower shall not request a transfer of any such additional amount until after the earlier of (i) the expiration of the [•]th Contract Year and (ii) the date upon which the Extended Maintenance Support Period expires in accordance with Section 2 of the Maintenance Support Undertaking); and

(f) Sixth, to the Suspension Account, any remaining funds.

7.1.2 Standing Instructions to Fund Insufficiencies. To the extent that on any Monthly Transfer/Withdrawal Date there are insufficient funds on deposit in the Offshore Revenue Account to make any disbursement, transfer or remittance referred to in Section 7.1.1(a) through (e) in the amount specified for such disbursement, transfer or remittance in the relevant Transfer/Withdrawal Instructions, the Borrower hereby instructs the Trustee and the Trustee agrees (without the need to receive Transfer/Withdrawal Instructions or other written instructions specifying such transfers) to disburse, transfer and remit funds on deposit in the Suspension Account to fund any such Funding Insufficiencies.

7.1.3 Late Payments from [EEE]. If, as of any Monthly Transfer/Withdrawal Date, [EEE] has failed to make a payment under the ECA that was due and payable prior to such Monthly Transfer/Withdrawal Date (an “[EEE] Late Payment”), and funds were disbursed, transferred or remitted from any Project Account on such Monthly Transfer/Withdrawal Date to fund any Funding Insufficiencies due to an insufficiency in the amount of funds in the Offshore Revenue Account on such Monthly Transfer/Withdrawal Date, then the Borrower may deliver, on or after the date upon which [EEE] deposits the proceeds of the [EEE] Late Payment into the Offshore Revenue Account, a written request to the Administrative Agent (with a copy to the Trustee) to use such proceeds so deposited received from [EEE] to replace the amount disbursed, transferred or remitted from such Project Accounts to fund such Funding Insufficiencies. Such written request shall certify the amount of proceeds so deposited by [EEE] in respect of the [EEE] Late Payment and shall request that a specified amount, which shall not exceed the amount of the proceeds of the [EEE] Late Payment so deposited by [EEE], be transferred from the Offshore Revenue Account to the specified Project Accounts from which such Funding Insufficiencies were funded, provided that each such transfer shall be in a specified amount not to exceed the amount disbursed, transferred or remitted from the relevant Project Account to fund such Funding Insufficiencies. If the Administrative Agent determines that the amounts specified in such written request to be transferred to each such Project Account do not exceed the amount of the Funding Insufficiencies funded from such Project Account on the relevant Monthly Transfer/Withdrawal Date, and provided that no Notice of Event of Default has been issued that remains effective, the Administrative Agent shall countersign such written request and deliver such countersigned request to the Trustee. Upon receiving such countersigned request, the Trustee shall make the transfers from the Offshore Revenue Account to the relevant Project Accounts in the amounts specified therein.

7.2 Onshore Revenue Account.

Transfer/Withdrawal Instructions delivered by the Borrower pursuant to Section 6.3.1 shall instruct the Trustee to disburse, transfer or remit a specified amount of funds from the Onshore Revenue Account on the Monthly Transfer/Withdrawal Date next succeeding the date of such Transfer/Withdrawal Instructions, to the following Onshore Accounts, in the following order of priority and amounts (each of which shall be specified in such Transfer/Withdrawal Instructions):

7.2.1 First, to the Onshore O&M Account, an amount equal to the aggregate amount of [Currency] denominated O&M Costs to be paid on, or during the [•]-month period succeeding, such Monthly Transfer/Withdrawal Date (which amount shall generally be in compliance with the amount set forth in the nearest corresponding month of the then applicable O&M Budget and Operating Plan and shall be in compliance with such O&M Budget and Operating Plan on an annual basis considering prior expenditures and projected expenditures for the applicable Contract Year); and

7.2.2 Second, to the Onshore Transfer Account, any remaining funds.

7.3 Debt Service Accrual Account.

7.3.1 Senior Credit Facilities. Transfer/Withdrawal Instructions delivered by the Borrower pursuant to Section 6.3.1 with respect to a Payment Date Related Transfer/Withdrawal Date shall instruct the Trustee to transfer a specified amount of funds from the Debt Service Accrual Account (after giving effect to the disbursements, transfers, remittances and/or withdrawals referred to in Section 7.1) to each Secured Party in the amount of Debt Service then due to such Secured Party under the Financing Documents and on the date(s) when due (which amounts and date(s) shall be specified in the Transfer/Withdrawal Instructions). Such Transfer/Withdrawal Instructions shall provide that remittances are to be made on dates that will ensure that (a) Secured Parties receiving funds in [Name of the City] will receive payments on the relevant Payment Date ([Name of the City] time) and (b) Secured Parties receiving funds elsewhere will receive payments on the relevant Payment Date ([Name of the City] time).

7.3.2 Additional GFM Costs Indebtedness. If any Additional GFM Costs Indebtedness has been incurred and a payment of Debt Service with respect thereto is due on, or within the [•]-month period succeeding, any Monthly Transfer/Withdrawal Date, the Transfer/Withdrawal Instructions delivered by the Borrower pursuant to Section 6.3.1 with respect to such Monthly Transfer/Withdrawal Date shall instruct the Trustee to transfer a specified amount of funds from the Debt Service Accrual Account (after giving effect to the disbursements, transfers, remittances and/or withdrawals referred to in Section 7.1) to the relevant Additional GFM Costs Indebtedness Lenders in the amount of Debt Service then due to such payees and on the date(s) when due (which amounts and date(s) shall be specified in such Transfer/Withdrawal Instructions).

7.4 Major Maintenance Reserve Account.

7.4.1 Payment of Major Maintenance Expenses. If any Major Maintenance Expenses incurred in any Major Maintenance Year are to be due on, or during the [•]-month period succeeding, any Monthly Transfer/Withdrawal Date, the Transfer/Withdrawal Instructions delivered by the Borrower pursuant to Section 6.3.1 with respect to such Monthly Transfer/Withdrawal Date shall instruct the Trustee to transfer a specified amount of funds from the Major Maintenance Reserve Account (after giving effect to the disbursements, transfers, remittances and/or withdrawals referred to in Section 7.1) to the relevant payees the amount of such Major Maintenance Expenses and on the date(s) when due (which shall be specified in such Transfer/Withdrawal Instructions).

7.4.2 Recalculation of MMRA and Related Transfers.

(a) If any Long-Term Maintenance Plan that is approved by the Administrative Agent in accordance with Section 7.4.5 of the Common Agreement (i) adjusts the Projected Annual Major Maintenance Expenses for any Major Maintenance Year, (ii) moves any Major Maintenance Year to a different Contract Year or (iii) creates an additional Major Maintenance Year (in any such case, as compared to the previous Long Term Maintenance Plan approved by the Administrative Agent), then the Borrower shall promptly recalculate the MMRA Amount as of the [•]th day of the new Contract Year covered by the new Long-Term Maintenance Plan. The Borrower shall provide to the Administrative Agent a written notice setting forth such recalculated MMRA Amount, together with the information used by the Borrower in making such calculation. Such calculation shall be subject to the verification of the Administrative Agent (which the Administrative Agent shall provide within [•] Business Days) and, after being so verified, shall be agreed to in writing by the Borrower and the Administrative Agent.

(b) If the recalculated MMRA Amount agreed between the Borrower and the Administrative Agent pursuant to Section 7.4.2(a) demonstrates that the then current balance of the Major Maintenance Reserve Account exceeds such recalculated MMRA Amount, then the Administrative Agent shall provide written instructions to the Trustee directing the Trustee to transfer from the Major Maintenance Reserve Account to the Offshore Revenue Account the specified amount of funds equal to such excess. The Trustee shall so transfer such funds on the [•]th [Name of the City] Business Day after receiving such notice.

(c) If the recalculated MMRA Amount agreed between the Borrower and the Administrative Agent pursuant to Section 7.4.2(b) demonstrates that the then current balance of the Major Maintenance Reserve Account is less than such recalculated MMRA Amount, then the Borrower shall cause the amount of such deficiency to be deposited in the Major Maintenance Reserve Account in accordance with Section 7.1.1(c).

7.4.3 Savings During a Major Maintenance Year. If the amount required to be (and which was actually) reserved for any Major Maintenance Year pursuant to this Agreement exceeds the Major Maintenance Expenses actually incurred in such Major Maintenance Year and paid for in full, then the Borrower may deliver a written request to the Administrative Agent (with a copy to the Trustee) requesting that the amount of such excess be transferred from the Major Maintenance Reserve Account to the Offshore Revenue Account, but only to the extent that the amount of such transfer would not cause the balance in the Major Maintenance Reserve Account to go below the then applicable MMRA Amount (the amount of such excess, as so limited by the then applicable MMRA Amount, the “Major Maintenance Savings”). In such written request, the Borrower shall certify as to the following: (a) that all of the scheduled maintenance required for such Major Maintenance Year under the Long-Term Maintenance Plan was completed during such Major Maintenance Year; (b) the amount of Major Maintenance Expenses incurred during such Major Maintenance Year and that all of such expenses have been paid in full; (c) the then applicable MMRA Amount; (d) the then current balance in the Major Maintenance Reserve Account; and (e) the Major Maintenance Savings. If the Administrative Agent (in consultation with the Independent Engineer) verifies that (i) all of the maintenance required for such Major Maintenance Year under the Long Term Maintenance Plan was completed, (ii) that the Major Maintenance Expenses incurred during such Major Maintenance Year have been paid in full and (iii) that the transfer of the Major Maintenance Savings from the Major Maintenance Reserve Account would not cause the balance in such account to be less than the then applicable MMRA Amount, then it shall deliver written instructions to the Trustee to transfer the specified amount equal to the Major Maintenance Savings from the Major Maintenance Reserve Account to the Offshore Revenue Account. The Trustee shall so transfer such funds on the [•]th [Name of the City] Business Day after receiving such instructions.

7.5 Suspension Account.

Transfer/Withdrawal Instructions delivered by the Borrower pursuant to Section 6.3.1 with respect to a Payment Date Related Monthly Transfer/Withdrawal Date shall instruct the Trustee to disburse, transfer, remit and/or withdraw funds from the Suspension Account (after giving effect to the disbursements, transfers, remittances and/or withdrawals referred to in Section 7.1), to the following Offshore Accounts and payees, in the following order of priority and amounts:

7.5.1 First, if the Borrower has delivered to the Administrative Agent and the Trustee a written notice of prepayment pursuant to Section 3.2.1 of the Common Agreement and such prepayment will be made in accordance with the terms and conditions of the Financing Documents, to the relevant Secured Parties an amount equal to the principal amount of the Senior Loans being prepaid and accrued interest thereon, funding breakage costs, swap breakage costs, charges and other amounts due in respect of such prepayment under any Senior Credit Agreement and any Hedging Facility;

7.5.2 Second, if the Dividend Determination Notice delivered by the Administrative Agent on such Monthly Transfer/Withdrawal Date pursuant to Section 12.1 specifies that:

(a) All of the conditions set forth in Section 12.1.3 have been satisfied as of such Monthly Transfer/Withdrawal Date, the amount of funds specified by the Borrower in the Transfer/Withdrawal Instructions shall be instructed to be transferred to the Dividend Account;

(b) All of the conditions set forth in Section 12.1.3 have been satisfied as of such Monthly Transfer/Withdrawal Date except for the condition specified in Section 12.1.3(g), the amount of funds specified by the Borrower in the Transfer/Withdrawal Instructions shall be instructed to be transferred to the Applicable Law Dividend Stopper Subaccount; or

(c) All of the conditions set forth in Section 12.1.3 have been satisfied as of such Monthly Transfer/Withdrawal Date except for [•] of the conditions specified in Sections 12.1.3(h) and 12.1.3(i), the amount of funds specified by the Borrower in the Transfer/Withdrawal Instructions shall be instructed to be transferred to the GFM/BI Dividend Stopper Subaccount.

7.6 Daily Amount Reserve Account.

If any Daily Amounts are due on, or will be due during the [•]-month period succeeding, any Monthly Transfer/Withdrawal Date pursuant to paragraph 6 of the Third Schedule to the ECA, the proposed Transfer/Withdrawal Instructions delivered by the Borrower pursuant to Section 6.3.1 with respect to such Monthly Transfer/Withdrawal Date shall instruct the Trustee to transfer a specified amount of funds from the Daily Amount Reserve Account to [EEE] (at such account as [EEE] may from time to time specify to the Trustee in writing) in the amounts and on the dates when so due under the ECA (which amounts and dates shall be specified in such Transfer/Withdrawal Instructions).

8. LIQUIDATED DAMAGES ACCOUNT

8.1 Delay Liquidated Damages Subaccount.

8.1.1 Prior to Return of ECA Construction Security. If, on the Project Costs Payment Date relating to any Notice of Borrowing delivered to the Trustee pursuant to Section 2.4.1 of the Common Agreement or on the [•]th or (if applicable and specified by the Borrower in the Notice of Project Costs) [•]th Project Costs Payment Date relating to any Notice of Project Costs delivered to the Trustee pursuant to Section 2.5.1 of the Common Agreement, (i) funds are on deposit in the Delay Liquidated Damages Subaccount, and (ii) the Trustee has not received notice from the Borrower pursuant to Section 7.2.1(w) of the Common Agreement that the ECA Construction Performance Security has been returned to the Borrower or the date falling after the date of expiration thereof has occurred when the Borrower has no further obligation to replace such Security pursuant to Article 2.3.b of the ECA, then on such Project Costs Payment Date the Trustee shall (subject to Section 4.3.1 or 4.3.2, as the case may be) disburse, transfer or remit funds from the Delay Liquidated Damages Subaccount to the following Offshore Accounts and payees, in the respective amounts in the written disbursement instructions attached to the applicable Notice of Borrowing or Notice of Project Costs and in the following order of priority (as specified in such written disbursement instructions):

(a) First, to the Secured Parties for payment on a pro rata basis an amount equal to all fees, costs, charges, expenses, indemnities and interest then due and payable to the Secured Parties under the Financing Documents to the extent provided in such Notice of Borrowing or Notice of Project Costs;

(b) Second, to the Disbursement Account, an amount equal to all fees, costs, expenses and interest scheduled to be due and payable to the Secured Parties under the Financing Documents in the succeeding [•]-month period to the extent specified in such Notice of Borrowing or Notice of Project Costs;

(c) Third, to the Disbursement Account, an amount equal to all interest that will accrue (and not otherwise be paid) under the Financing Documents during the succeeding [•]-month period to the extent provided in such Notice of Borrowing or Notice of Project Costs;

(d) Fourth, to [EEE] (at such account as [EEE] may from time to time specify in writing to the Trustee), the amount of all delay liquidated damages then due and payable to [EEE] pursuant to paragraph 5 of the Third Schedule to the ECA;

(e) Fifth, to the [EEE] Delay [GGG] Subaccount, the amount of all delay liquidated damages scheduled to be due and payable to [EEE] pursuant to paragraph 5 of the Third Schedule to the ECA during the succeeding [•]-month period; and

(f) Sixth, to the Disbursement Account, the amount of all other Cost Overruns scheduled to be due and payable during the succeeding [•]- month period to the extent provided in such Notice of Borrowing or Notice of Project Costs.

8.1.2 Upon Return of ECA Construction Security. If, on the Project Costs Payment Date relating to any Notice of Borrowing delivered to the Trustee pursuant to Section 2.4.1 of the Common Agreement or on the [•]th or (if applicable and specified by the Borrower in the Notice of Project Costs) [•]th Project Costs Payment Date relating to any Notice of Project Costs delivered to the Trustee pursuant to Section 2.5.1 of the Common Agreement, (i) funds are on deposit in the Delay Liquidated Damages Subaccount and (ii) the Trustee has received notice from the Borrower pursuant to Section 7.2.1(w) of the Common Agreement that the ECA Construction Performance Security has been returned to the Borrower and the ECA Construction Performance Security has been so returned or the date falling after the date of expiration thereof has occurred when the Borrower has no further obligation to replace such Security pursuant to Article 2.3.b of the ECA, then on such Project Costs Payment Date the Trustee shall (subject to Section 4.3.1 or 4.3.2, as the case may be) disburse, transfer or remit funds from the Delay Liquidated Damages Subaccount to the following Offshore Accounts and payees, in the respective amounts specified in the written disbursement instructions attached to the applicable Notice of Borrowing or Notice of Project Costs and in the following order of priority (as specified in such written disbursement instructions):

(a) First, to the Secured Parties for payment on a pro rata basis an amount equal to all fees, costs, charges, expenses, indemnities and interest then due and payable to the Secured Parties under the Financing Documents to the extent specified in such Notice of Borrowing or Notice of Project Costs;

(b) Second, to [EEE] (at such account as [EEE] may from time to time specify in writing to the Trustee), the amount of all delay liquidated damages then due and payable to [EEE] pursuant to paragraph 5 of the Third Schedule to the ECA;

(c) Third, to the Disbursement Account, the amount of any Cost Overruns scheduled to be due and payable during the succeeding [•]- month period to the extent specified in such Notice of Borrowing or Notice of Project Costs;

(d) Fourth, to the Dividend Account, an amount equal to the sum of (i) the amounts drawn under the ECA Construction Performance Security to pay delay liquidated damages to [EEE] pursuant to paragraph 5 of the Third Schedule to the ECA that were theretofor reimbursed by the Shareholders and/or Sponsors to the issuer of the ECA Construction Performance Security (provided that evidence of such reimbursement is attached to the relevant Notice of Borrowing or Notice or Project Costs) and (ii) the amount of the Cost Overruns that were theretofor paid by the Shareholders and/or Sponsors prior to receipt of any Liquidated Damages for Delay (provided that evidence of such payments is attached to the relevant Notice of Borrowing or Notice or Project Costs), to the extent provided in such Notice of Borrowing or Notice of Project Costs; and

(e) Fifth, to the Offshore Revenue Account, any remaining funds.

8.2 Performance Liquidated Damages Subaccount.

8.2.1 Borrower’s Notice of Proposed Completion Date. If funds are on deposit in the Performance Liquidated Damages Subaccount and the Borrower believes that all conditions precedent to the Completion Date set forth in Section 5 of the Common Agreement have been satisfied other than those that will be satisfied upon making all the disbursements, transfers and remittances referred to in Section 8.2.4, then it shall deliver to the Administrative Agent and the Trustee written notice to such effect. Such notice shall specify the date (the “Proposed Completion Date”) upon which the Borrower proposes the Completion Date to occur (which date shall be no earlier than [•] Business Days after the date of such notice).

8.2.2 Administrative Agent’s Notice. Within [•] Business Days after receiving the Borrower’s notice of the Proposed Completion Date pursuant to Section 8.2.1, the Senior Lenders shall determine whether they agree that the Completion Date will occur on the terms and conditions set forth in Section 5 of the Common Agreement on the Proposed Completion Date immediately following the disbursements, transfers and remittances effected pursuant to Section 8.2.4, and shall cause the Administrative Agent to deliver written notice of such determination to the Borrower and the Trustee. If the Senior Lenders do not so agree, such notice shall specify the conditions precedent to the Completion Date set forth in Section 5 of the Common Agreement that the Senior Lenders have determined will not be so satisfied or (except with respect to Section 5.18 of the Common Agreement) waived by the Required Voting Parties on the Proposed Completion Date. If the Senior Lenders agree with the Borrower that the Completion Date will occur on the terms and conditions set forth in Section 5 of the Common Agreement on the Proposed Completion Date immediately following the disbursements, transfers and remittances effected pursuant to Section 8.2.4, such notice shall specify (a) the Performance Liquidated Damages Prepayment Amount (calculated as of the Proposed Completion Date) and (b) the interest and other amounts referred to in Section 8.2.4(b), each of which shall be broken down to demonstrate the amount payable to each Secured Party.

8.2.3 Delivery of Transfer/Withdrawal Instructions; Certificate. The Borrower shall, no later than [•] Business Days prior to the Proposed Completion Date, deliver Transfer/Withdrawal Instructions to the Administrative Agent and the Trustee, together with a certificate signed by an Authorized Officer of the Borrower as to the following amounts:

(a) The amount of any Daily Amounts due and payable to [EEE] pursuant to paragraph 6 of the Third Schedule to the ECA as of the Proposed Completion Date;

(b) The DARA Amount calculated as of the Proposed Completion Date;

(c) If the Borrower shall have delivered notice to the Administrative Agent at the time of payment of the Performance Liquidated Damages pursuant to Section 7.11.5(a) of the Common Agreement that it intends to attempt to undertake rectification work to increase the Net Available Capacity and/or decrease the Plant Net Heat Rate, (i) the projected cost of the rectification work to the extent approved by the Required Voting Parties pursuant to Section 7.11.5(b) of the Common Agreement and (ii) the projected aggregate amount of Availability Fees that [EEE] would be required to pay to the Borrower but for the interruptions to the operation of the Power Station during the performance of such work, such amount projected as of the date of such notice on the basis set forth in such notice; and

(d) The aggregate amount drawn under the ECA Performance Securities to pay Daily Amounts due and payable to [EEE] pursuant to paragraph 6 of the Third Schedule to the ECA that were reimbursed by the Shareholders and/or Sponsors to the issuer(s) of such ECA Performance Securities.

8.2.4 Disbursements. The Transfer/Withdrawal Instructions delivered by the Borrower pursuant to Section 8.2.3 shall instruct the Trustee to disburse, transfer or remit, on the Proposed Completion Date, a specified amount of funds on deposit in the Performance Liquidated Damages Subaccount to the following Offshore Accounts and payees, in the following order of priority and amounts (which shall be set forth in such Transfer/Withdrawal Instructions):

(a) First, to the Senior Lenders, an amount equal to the Performance Liquidated Damages Prepayment Amount (as required by Section 5.13 of the Common Agreement) for the prepayment on a pro rata basis of principal of the Senior Loans;

(b) Second, to the Senior Lenders for payment on a pro rata basis, an amount equal to all accrued interest and other amounts payable under the Financing Documents with respect to such prepayment;

(c) Third, to [EEE] (at such account as [EEE] may from time to time specify to the Trustee in writing), an amount equal to the Daily Amounts then due and payable to [EEE] pursuant to paragraph 6 of the Third Schedule to the ECA;

(d) Fourth, to the Daily Amount Reserve Account, an amount equal to the amount, if any, by which the DARA Amount (calculated as of the Proposed Completion Date) exceeds the credit balance of the Daily Amount Reserve Account;

(e) Fifth, if the Borrower shall have delivered notice to the Administrative Agent at the time of payment of the Performance Liquidated Damages pursuant to Section 7.11.5(a) of the Common Agreement that it intends to attempt to undertake rectification work to increase the Net Available Capacity and/or decrease the Plant Net Heat Rate, to the Daily Amount Reserve Account, the projected aggregate amount of Availability Fees as described in Section 8.2.3(c)(ii);

(f) Sixth, if the Borrower shall have delivered notice to the Administrative Agent at the time of payment of the Performance Liquidated Damages pursuant to Section 7.11.5(a) of the Common Agreement that it intends to attempt to undertake rectification work to increase the Net Available Capacity and/or decrease the Plant Net Heat Rate, to the Daily Amount Rectification Subaccount, the projected cost of the rectification work to the extent approved by the Required Voting Parties pursuant to Section 7.11.5(b) of the Common Agreement;

(g) Seventh, to the Dividend Account, an amount equal to the amounts drawn under the ECA Performance Securities to pay Daily Amounts due and payable to [EEE] pursuant to paragraph 6 of the Third Schedule to the ECA that were theretofor reimbursed by the Shareholders and/or Sponsors to the issuer(s) of such ECA Performance Securities (provided that evidence of such reimbursement is attached to the relevant Transfer/Withdrawal Instructions); and

(h) Eighth, to the Offshore Revenue Account, any remaining funds.

8.2.5 Performance Liquidated Damages Received After Completion. If the Borrower receives any Performance Liquidated Damages after the Completion Date, the following provisions shall apply:

(a) If the Borrower shall have delivered notice to the Administrative Agent at the time of payment of the Performance Liquidated Damages pursuant to Section 7.11.5(a) of the Common Agreement that it intends to attempt to undertake rectification work to increase the Net Available Capacity and/or decrease the Plant Net Heat Rate, then

(i) the Borrower shall deliver a certificate of an Authorized Officer of the Borrower to the Administrative Agent certifying as to (A) the projected cost of the rectification work to the extent approved by the Required Voting Parties pursuant to Section 7.11.5(b) of the Common Agreement, (B) the projected aggregate amount of Availability Fees that [EEE] would be required to pay to the Borrower but for the interruptions to the operation of the Power Station during the performance of such work, such amount projected as of the date of such notice on the basis set forth in such notice and (C) the amount of funds paid by each Shareholder and Sponsor (which has not theretofor been reimbursed) to satisfy the conditions to the Completion Date set forth in Section 5.13 of the Common Agreement (and, together therewith, shall provide evidence of such payment); and

(ii) together with such certificate, the Borrower shall deliver a written request to the Administrative Agent (with a copy to the Trustee) to disburse, transfer or remit a specified amount of funds on deposit in the Performance Liquidated Damages Subaccount to the following Offshore Accounts and payees, in the following order of priority and amounts (which shall be set forth in such request):

(A) First, to the Daily Amount Reserve Account, the projected aggregate amount of Availability Fees as described in Section 8.2.5(a)(i)(B);

(B) Second, to the Daily Amount Rectification Subaccount, the projected cost of the rectification work to the extent approved by the Required Voting Parties pursuant to Section 7.11.5(b) of the Common Agreement and as described in Section 8.2.5(a)(i)(A);

(C) Third, to each Sponsor and Shareholder the amount necessary to reimburse such Sponsor or Shareholder for the amount paid by such Sponsor or Shareholder to satisfy the conditions to Completion Date set forth in Section 5.13 of the Common Agreement (and which have not theretofor been reimbursed); and

(D) Fourth, to the Offshore Revenue Account, any remaining funds.

If, after receiving such certificate and request from the Borrower pursuant to this Section 8.2.5(a), the Administrative Agent verifies each of the matters specified in such certificate, the Administrative Agent shall instruct the Trustee in writing to make the transfers specified in such request provided by the Borrower. The Trustee shall make such transfers on the [•]th [Name of the City] Business Day after receiving such instructions from the Administrative Agent.

(b) If, after receiving any Performance Liquidated Damages, (1) the Borrower has delivered written notice to the Administrative Agent that it does not intend to attempt to undertake rectification work to increase the Net Available Capacity and/or decrease the Plant Net Heat Rate pursuant to Section 7.11.5(a) of the Common Agreement, or (2) a period of [•] days has passed since the receipt of any Performance Liquidated Damages and the Borrower is deemed to have elected not to undertake rectification work pursuant to Section 7.11.5(a) of the Common Agreement, then

(i) the Borrower may deliver a certificate of an Authorized Officer of the Borrower to the Administrative Agent certifying as to the amount of funds paid by each Sponsor and Shareholder (which has not theretofor been reimbursed) to satisfy the conditions to the Completion Date set forth in Section 5.13 of the Common Agreement; and

(ii) together with such certificate, the Borrower may deliver a written request to the Administrative Agent (with a copy to the Trustee) to disburse, transfer or remit a specified amount of funds on deposit in the Performance Liquidated Damages Subaccount to the following Offshore Accounts and payees, in the following order of priority and amounts (which shall be set forth in such request):

(A) First, to each Sponsor and Shareholder the amount necessary to reimburse such Sponsor or Shareholder for the amount paid by such Sponsor or Shareholder to satisfy the conditions to Completion Date set forth in Section 5.13 of the Common Agreement (and which have not theretofor been reimbursed); and

(B) Second, to the Offshore Revenue Account, any remaining funds.

If, after receiving such certificate and request from the Borrower pursuant to this Section 8.2.5(b), the Administrative Agent verifies each of the matters specified in such certificate, the Administrative Agent shall instruct the Trustee in writing to make the transfers specified in such request provided by the Borrower. The Trustee shall make such transfers on the [•]th [Name of the City] Business Day after receiving such instructions from the Administrative Agent.

9. RIGHT TO MOVE FUNDS

9.1 CES Account.

The Administrative Agent shall have the right to cause the Trustee to disburse, transfer or remit funds on deposit in the CES Account to fund (a) any Funding Insufficiency with respect to the Offshore O&M Account or the Onshore O&M Account occurring at any time, (b) any Funding Insufficiency with respect to the Major Maintenance Reserve Account occurring at any time and (c) any Funding Insufficiency with respect to the Debt Service Accrual Account occurring on any Payment Date, in each case in accordance with written instructions to the Trustee from the Administrative Agent.

9.2 [FFF] Account.

The Administrative Agent shall have the right to cause the Trustee to disburse, transfer or remit funds on deposit in the [DDD] [FFF] Subaccount and the [KKK] [FFF] Subaccount to fund (a) any Funding Insufficiency with respect to the Offshore O&M Account or the Onshore O&M Account occurring at any time, (b) any Funding Insufficiency with respect to the Major Maintenance Reserve Account occurring at any time and (c) any Funding Insufficiency with respect to the Debt Service Accrual Account occurring on any Payment Date, in each case in accordance with written instructions to the Trustee from the Administrative Agent.

9.3 Major Maintenance Reserve Account.

The Administrative Agent shall have the right to cause the Trustee to disburse, transfer or remit funds on deposit in the Major Maintenance Reserve Account to fund any Funding Insufficiency with respect (a) to the Offshore O&M Account or the Onshore O&M Account occurring at any time or (b) payments to the Secured Parties referred to in Section 7.1.1(b), in each case in accordance with written instructions to the Trustee from the Administrative Agent.

9.4 Debt Service Reserve Account.

The Administrative Agent shall have the right to cause the Trustee to disburse, transfer or remit funds on deposit in the Debt Service Reserve Account to fund (a) any Funding Insufficiency with respect to the Offshore O&M Account or the Onshore O&M Account occurring at any time, (b) any Funding Insufficiency with respect to the Major Maintenance Reserve Account occurring at any time, (c) any Funding Insufficiency with respect to payments to the Secured Parties referred to in Section 7.1.1(b), (d) any Funding Insufficiency with respect to the Debt Service Accrual Account to the extent necessary to pay to the Secured Parties the amounts referred to in Section 7.3.1 and (e) any Funding Insufficiency with respect to the Debt Service Accrual Account to the extent necessary to pay the relevant Additional GFM Costs Indebtedness Lenders the amounts referred to in Section 7.3.2, in each case in accordance with written instructions to the Trustee from the Administrative Agent.

9.5 Suspension Account.

9.5.1 Borrower’s Rights to Move Funds.

(a) The Borrower shall have the right to cause the Trustee (pursuant to Transfer/Withdrawal Instructions, as described in Section 9.5.1(d)) to disburse, transfer or remit funds on deposit in the Suspension Account to fund (i) any Funding Insufficiency with respect to the Offshore O&M Account occurring at any time, (ii) any Funding Insufficiency with respect to the Major Maintenance Reserve Account occurring at any time, and (iii) any Funding Insufficiency with respect to the Debt Service Accrual Account that occurs or is expected to occur on any Payment Date.

(b) The Borrower shall have the right to cause the Trustee (pursuant to Transfer/Withdrawal Instructions, as described in Section 9.5.1(d)) to convert funds on deposit in the Suspension Account from Dollars to [Currency] pursuant to Section 5.6.2 and to disburse, transfer or remit such funds to fund any Funding Insufficiency with respect to the Onshore O&M Account occurring at any time.

(c) The Borrower shall have the right to cause the Trustee (pursuant to Transfer/Withdrawal Instructions, as described in Section 9.5.1(d)) to disburse, transfer or remit funds on deposit in the Suspension Account to fund capital expenditures or other expenditures that are not contained in the then current Construction Plan and Budget or O&M Budget and Operating Plan (as the case may be) and that could not reasonably be anticipated when the Borrower prepared such Construction Plan and Budget or O&M Budget and Operating Plan; provided, that (i) the failure to make such expenditures would create an abnormal risk of personal injury or significant physical damage to the Power Station or any Release of Hazardous Materials other than in compliance with Environmental Laws or (ii) such expenditures are required to avoid an unscheduled power outage or any event or circumstances that could reasonably be expected to have a Material Adverse Effect.

(d) The Borrower may request that funds be disbursed, transferred or remitted under this Section 9.5.1 at any time by delivering proposed Transfer/Withdrawal Instructions with respect to any such disbursement to the Administrative Agent and the Trustee.

9.5.2 Secured Parties’ Rights to Move Funds. The Administrative Agent shall have the right to cause the Trustee to disburse, transfer or remit funds on deposit in the Suspension Account (including the GFM/BI Dividend Stopper Subaccount but excluding the Applicable Law Dividend Stopper Subaccount) to fund any Funding Insufficiency with respect to any Project Account occurring at any time, in each case in accordance with written instructions to the Trustee from the Administrative Agent.

9.6 Acceptable Financing Account.

The Borrower shall have the right to cause the Trustee to disburse, transfer or remit funds on deposit in the Acceptable Financing Account to fund any Funding Insufficiency with respect to any Project Account occurring at any time. The Borrower may request that funds be disbursed, transferred or remitted under this Section 9.6 (a) in any Transfer/Withdrawal Instructions delivered pursuant to Section 6.3.1 or (b) by delivering an Independent Transfer/Withdrawal Certificate to the Trustee (with a copy to the Administrative Agent) from time to time. So long as no Notice of Event of Default has been issued and remains effective, the Trustee shall disburse, transfer or remit funds on deposit in the Acceptable Financing Account as directed by the Borrower pursuant to any such Independent Transfer/Withdrawal Certificate to the extent that sufficient funds are available in the Acceptable Financing Account by [Time] ([Name of the City] time) on the date that such Independent Transfer/Withdrawal Certificate specifies that funds are to be disbursed.

10. OTHER TRANSFERS FROM OFFSHORE ACCOUNTS

10.1 Offshore O&M Account.

So long as no Notice of Event of Default has been issued and remains effective, the Trustee shall disburse, transfer or remit funds on deposit in the Offshore O&M Account (i) to pay Dollar denominated O&M Costs or (ii) to the Borrower’s Dollar O&M Account to pay Dollar denominated O&M Costs that cannot be paid by wire transfer from the Offshore O&M Account (provided that the Borrower shall not permit the balance of such account to exceed, at any [•] time, an amount in excess of $[•]), in each case as directed by the Borrower pursuant to Independent Transfer/Withdrawal Certificates delivered to the Trustee (with a copy to the Administrative Agent) from time to time to the extent that sufficient funds are available in the Offshore O&M Account by [Time] ([Name of the City] time) on the date that such Independent Transfer/Withdrawal Certificate specifies that funds are to be disbursed.

10.2 Dividend Account.

So long as no Notice of Event of Default has been issued and remains effective, the Trustee shall disburse, transfer or remit funds on deposit in the Dividend Account to make Restricted Payments as directed by the Borrower pursuant to Independent Transfer/Withdrawal Certificates delivered to the Trustee (with a copy to the Administrative Agent) from time to time to the extent that sufficient funds are available in the Dividend Account by [Time] ([Name of the City] time) on the date that such Independent Transfer/Withdrawal Certificate specifies that funds are to be disbursed.

10.3 PPU Fees Account.

10.3.1 Borrower’s Notice. No later than [•] Business Days prior to the date upon which any fees are due to [•] under PPU (a “PPU Fees Payment Date”), the Borrower shall deliver to the Administrative Agent and the Trustee (with a copy to [DDD], [KKK] and [MMM]) written notice specifying the relevant PPU Fees Payment Date and the amount of fees due on such date. Such notice shall also specify (a) the credit balance of the Offshore O&M Account (which shall be the credit balance provided to the Borrower by the Trustee following a request by the Borrower) and the amount of funds to be deposited in such account prior to such PPU Fees Payment Date (if any), (b) the aggregate amount of O&M Costs payable with such funds in the Offshore O&M Account prior to such PPU Fees Payment Date, and (c) whether or not such funds in the Offshore O&M Account will be sufficient to pay to [•] the full amount of fees on such PPU Fees Payment Date after giving effect to the payment of all such other O&M Costs due as of such date.

10.3.2 Disbursements. If the amounts on deposit in the Offshore O&M Account will be insufficient to pay the full amount of PPU fees on such PPU Fees Payment Date after giving effect to the payment of all O&M Costs due as of such date, then no later than [•] Business Days prior to such PPU Fees Payment Date, the Borrower shall deliver Transfer/Withdrawal Instructions to the Administrative Agent and the Trustee directing the Trustee to transfer to [•] from funds on deposit in PPU Fees Account the amount of such fees on or before such PPU Fees Payment Date.

10.4 CES Account.

10.4.1 Transfer at End of Amortization Year.

(a) If, after giving effect to any disbursements, transfers or remittances pursuant to Section 9.1, there are any funds on deposit in the CES Account at the end of any Amortization Year (other than the last Amortization Year for which CES is available under the [DDD] Funding and Support Agreement), the Administrative Agent shall deliver written instructions to the Trustee to transfer a specified amount of funds from the CES Account to the following Offshore Accounts or payees, in the following order of priority and amounts (which shall be specified in such instructions):

(i) First, if the aggregate CES amount required and actually made available during such Amortization Year pursuant to Section 3.3.1 of the [DDD] Funding and Support Agreement exceeds the aggregate amount of disbursements, transfers and remittances from the CES Account during such Amortization Year pursuant to Section 9.1 (as determined by the Administrative Agent) (such excess amount for any Amortization Year (including for purposes of Section 10.4.1(b)(ii), the final Amortization Year for which there is a CES amount required under Section 3.3.1 of the [DDD] Funding and Support Agreement), an “Annual CES Excess Amount”), to the Offshore Revenue Account, an amount equal to such Annual CES Excess Amount; and

(ii) Second, if funds were deposited in the CES Account during such Amortization Year pursuant to Section 6.1.1(d) or 6.1.3(a) of the [DDD] Funding and Support Agreement, to the Dividend Account, or, where so directed by the Borrower by written notice to the Trustee and the Administrative Agent, to [DDD] or [JJJ] (at such account in the name of [DDD] or [JJJ] as the Borrower may specify in such notice) an amount equal to the excess (as determined by the Administrative Agent) of (A) the credit balance of the CES Account (after giving effect to the transfer of any such Annual CES Excess Amount pursuant to the preceding clause (i)) over (B) the sum of the CES amounts for all Amortization Years succeeding such Amortization Year.

(b) If, after giving effect to any disbursements, transfers or remittances pursuant to Section 9.1, there are any funds on deposit in the CES Account on the Payment Date corresponding to the final day of the final Amortization Year for which there is a CES amount required under Section 3.3.1 of the [DDD] Funding and Support Agreement, the Administrative Agent shall deliver written instructions to the Trustee to transfer a specified amount of funds from the CES Account to the following Offshore Accounts, in the following order of priority and amounts (which shall be specified in such instructions):

(i) First, if in such Amortization Year any CES amount was required and actually made available pursuant to Section 3.3.3 of the [DDD] Funding and Support Agreement, to the Debt Service Reserve Account (irrespective of the credit balance of such account and whether such credit balance exceeds the then current DSRA Amount), all funds on deposit in the CES Account;

(ii) Second, if in such Amortization Year no CES amount was required and actually made available pursuant to Section 3.3.3 of the [DDD] Funding and Support Agreement, to the Offshore Revenue Account, an amount equal to the Annual CES Excess Amount for such Amortization Year; and

(iii) Third, if in such Amortization Year no CES amount was required and actually made available pursuant to Section 3.3.3 of the [DDD] Funding and Support Agreement, to the Dividend Account, or, where so directed by the Borrower by written notice to the Trustee and the Administrative Agent, to [DDD] or [JJJ] (at such account in the name of [DDD] or [JJJ] as the Borrower may specify in such notice), all remaining funds.

10.4.2 Transfer. On the [•]th [Name of the City] Business Day after receiving the instructions referred to in Section 10.4.1(a) or 10.4.1(b), the Trustee shall transfer the funds on deposit in the CES Account to the Offshore Account(s) specified in such instructions and in the amounts specified in such instructions.

10.5 [FFF] Account.

10.5.1 Transfer at End of Amortization Year. If, after giving effect to any disbursements, transfers or remittances pursuant to Section 9.2, (i) there are any funds on deposit in either the [DDD] [FFF] Subaccount or the [KKK] [FFF] Subaccount on the Payment Date corresponding to the final day of any Amortization Year, and (ii) the aggregate [FFF] amount required and made available during such Amortization Year pursuant to Section 3.4.2 of the [DDD] Funding and Support Agreement and Section 3.1.2 of the [KKK] Funding and Support Agreement, exceeds the aggregate amount of disbursements, transfers and remittances from such subaccounts during such Amortization Year pursuant to Section 9.2 (as determined by the Administrative Agent), then the Administrative Agent shall deliver written instructions to the Trustee to transfer such excess amount (as specified in such instructions) to the Offshore Revenue Account.

10.5.2 Transfer. On the [•]th [Name of the City] Business Day after receiving the instructions referred to in Section 10.5.1, the Trustee shall transfer the funds on deposit in the [DDD] [FFF] Subaccount and the [KKK] [FFF] Subaccount to the Offshore Revenue Account in the amounts specified in such instructions.

10.6 Offshore Rectification Proceeds Subaccount.

10.6.1 Borrower’s Notice. In the event that the Borrower is required, upon the occurrence of a Casualty Event, to restore or repair the Power Station or other Property of the Borrower intended to be incorporated in the Power Station in accordance with Section 7.18.4 of the Common Agreement, the Borrower shall, on the [•]th day of each month until such restoration and repair has been completed and the contractors performing such restoration or repair work have been paid in full, deliver to the Trustee and the Administrative Agent the following:

(a) A certificate signed by an Authorized Officer of the Borrower specifying any Cost Overruns resulting from such Casualty Event actually funded by the Sponsors and/or Shareholders prior to the date of such certificate and receipt by the Borrower of Rectification Proceeds;

(b) A detailed summary of the work performed in connection with any such restoration or repair during the preceding month and the itemized expenses that are then due and payable, together with copies of all invoices, conditional (upon payment only) lien waivers from the contractors performing such restoration or repair work and other information and documents reasonably requested by the Administrative Agent with respect to such work and expenses; and

(c) Transfer/Withdrawal Instructions directing the Trustee to transfer and/or remit funds on deposit in the Offshore Rectification Proceeds Subaccount to the following Offshore Accounts or payees, in the following order of priority and amounts (which shall be set forth in such Transfer/Withdrawal Instructions):

(i) First, to each contractor performing such restoration or repair work (at such account(s) as shall be referenced in the relevant Transfer/Withdrawal Instructions), the amount then due and payable to such Person; and

(ii) Second, to the Dividend Account, an amount equal to the excess of (A) the aggregate amount of Cost Overruns resulting from such Casualty Event actually funded by the Sponsors and/or Shareholders prior to receipt by the Borrower of the Rectification Proceeds, over (B) the aggregate amount previously transferred to the Dividend Account pursuant to this Section 10.6.1(c)(ii).

10.6.2 Disbursement of Unused Amounts. Following completion of any restoration or repair work to the Power Station or other Property of the Borrower intended to be incorporated in the Power Station undertaken in accordance with Section 7.18.4 of the Common Agreement following a Casualty Event (such completion to be evidenced by a certificate of the Borrower delivered to the Administrative Agent), the Trustee shall, upon receipt of written instructions from the Administrative Agent (which instructions shall specify each applicable disbursement amount), disburse, transfer and/or remit funds on deposit in the Offshore Rectification Proceeds Subaccount to the following Offshore Accounts and payees:

(a) If such unused amounts are less than $[•], to the Offshore Revenue Account any such amounts; and

(b) If such unused amounts are equal to or greater than $[•], in the following order of priority:

(i) First, to the Agents for the payment on a pro rata basis of all fees, costs, indemnities and expenses due and payable to the Agents under the Financing Documents;

(ii) Second, to the other Secured Parties for the payment on a pro rata basis of any overdue interest owed to such Secured Parties under the Financing Documents (including for this purpose interest on scheduled payments by the Borrower that are overdue under any Hedging Facility) such that all Secured Parties are owed overdue interest (or are current with respect to interest due) under the Financing Documents on a proportionate basis;

(iii) Third, to the Secured Parties for the payment on a pro rata basis of all interest, fees, costs, charges, expenses and indemnities then due and payable to the Secured Parties under the Financing Documents (including breakage costs under the Senior Credit Facilities and scheduled payments then due and payable by the Borrower under any Hedging Facility, but excluding any settlement amounts under the Hedging Facilities) such that each Secured Party is current with respect to such interest, fees, expenses and indemnities due under the Financing Documents on a proportionate basis with all other Secured Parties under the Financing Documents;

(iv) Fourth, to the Secured Parties for the prepayment of the principal amount of the Senior Credit Facilities in accordance with Section 3.2.4 of the Common Agreement (provided, that in the calculation of the principal amount of the Senior Credit Facilities, any settlement amounts under each Hedging Facility shall be included); and

(v) Fifth, to the Dividend Account, any remaining amount.

10.7 Offshore Expropriation/Condemnation Proceeds Subaccount.

The Trustee shall, upon receipt of written instructions from the Administrative Agent (which instructions shall specify the amount of each applicable disbursement, transfer or remittance), disburse, transfer or remit a specified amount of funds from the Expropriation/Condemnation Subaccount to such Offshore Accounts and payees, in the amounts and in the order of priority of application, set forth in Sections 10.6.2(b)(i) through 10.6.2(b)(v) (which shall be specified in such instructions).

10.8 [EEE] Delay [GGG] Subaccount.

So long as no Notice of Event of Default has been issued and remains effective as of the requested date of such transfer, the Trustee shall transfer funds from the [EEE] Delay [GGG] Subaccount to [EEE] (at such account as [EEE] may from time to time specify in writing to the Trustee) to pay delay liquidated damages due and payable to [EEE] pursuant to paragraph 5 of the Third Schedule to the ECA in the amounts and on the dates specified by the Borrower pursuant to Independent Transfer/Withdrawal Certificates delivered to the Trustee (with a copy to the Administrative Agent) from time to time to the extent that sufficient funds are available in the [EEE] Delay [GGG] Subaccount by [Time] ([Name of the City] time) on the date that such Independent Transfer/Withdrawal Certificate specifies that such specified funds are to be disbursed.

10.9 Performance Liquidated Damages Subaccount.

10.9.1 Refund to Construction Contractors. So long as no Notice of Event of Default has been issued and remains effective as of the requested date of such remittance, the Trustee shall transfer a specified amount of funds from the Performance Liquidated Damages Subaccount to the Construction Contractor(s) (at such account(s) as the applicable Construction Contractor may from time to time specify in writing to the Trustee) to pay any refunds required pursuant to Clause 9.4A of the Supply Contract or the Construction Contract in the amounts and on the dates directed by the Borrower pursuant to Independent Transfer/Withdrawal Certificates delivered to the Trustee (with a copy to the Administrative Agent) from time to time to the extent that sufficient funds are available in the Performance Liquidated Damages Subaccount by [Time] ([Name of the City] time) on the date that such Independent Transfer/Withdrawal Certificate specifies that such specified funds are to be disbursed.

10.9.2 Payment of Daily Amounts. If at any time the credit balance of the Daily Amount Reserve Account is less than the amount of the Daily Amounts due and payable to [EEE] pursuant to paragraph 6 of the Third Schedule to the ECA, the Borrower may cause the Trustee to transfer a specified amount of funds on deposit in the Performance Liquidated Damages Subaccount to pay such Daily Amounts pursuant to an Independent Transfer/Withdrawal Certificate. So long as no Notice of Event of Default has been issued and remains effective, the Trustee shall transfer the specified amount of funds on deposit in the Performance Liquidated Damages Subaccount to [EEE] (at such account as [EEE] may from time to time specify in writing to the Trustee) to pay Daily Amounts due and payable to [EEE] pursuant to paragraph 6 of the Third Schedule to the ECA in the amounts and on the dates specified by the Borrower pursuant to such Independent Transfer/Withdrawal Certificates delivered to the Trustee (with a copy to the Administrative Agent) from time to time to the extent that sufficient funds are available in the Performance Liquidated Damages Subaccount by [Time] ([Name of the City] time) on the date that such Independent Transfer/Withdrawal Certificate specifies that such specified funds are to be disbursed.

10.10 Buyout/Termination Payment Account.

The Trustee shall, upon receipt of written instructions from the Administrative Agent (which instructions shall specify the amount of each applicable disbursement, transfer or remittance), disburse, transfer or remit a specified amount of funds from the Buyout/Termination Payment Account to such Offshore Accounts and payees, in the amounts and in the order of priority of application, set forth in Sections 10.6.2(b)(i) through 10.6.2(b)(v) (which shall be specified in such instructions).

10.11 Daily Amount Reserve Account.

10.11.1 Borrower’s Notice. If any amounts are on deposit in the Daily Amount Reserve Account and subsequent Guarantee Tests or Performance Tests demonstrate that the Net Available Capacity has been increased from the Net Available Capacity most recently used to calculate the DARA Amount, the Borrower may provide written notice of the new DARA Amount to the Administrative Agent.

10.11.2 Transfer. Upon receipt of any such notice, the Administrative Agent shall review the Borrower’s calculation of the DARA Amount. If the Administrative Agent determines that the calculation is correct, the Administrative Agent shall deliver written instructions to the Trustee directing it to transfer to the Offshore Revenue Account from the Daily Amount Reserve Account a specified amount of funds equal to the excess, if any, of the credit balance of the Daily Amount Reserve Account on the date of such transfer over the revised DARA Amount. The Trustee shall make any such transfer on the [•]th [Name of the City] Business Day after receiving such instructions from the Administrative Agent.

10.12 Daily Amount Rectification Subaccount.

10.12.1 To Pay for Rectification Work. If any funds are on deposit in the Daily Amount Rectification Subaccount on the [•]th day of any month, the Borrower shall on each such day deliver to the Trustee and the Administrative Agent the following:

(a) A detailed summary of the rectification work performed during the preceding month to increase the Net Available Capacity and/or decrease the Plant Net Heat Rate and the itemized expenses due and payable to contractors within the [•]-month period following the date of such summary, together with copies of all invoices, conditional (upon payment only) lien waivers from the contractors performing such rectification work and other information and documents reasonably requested by the Administrative Agent with respect to such rectification work and expenses; and

(b) Transfer/Withdrawal Instructions directing the Trustee to transfer a specified amount of funds from the Rectification Proceeds Subaccount to each contractor performing rectification work the amount of such itemized expenses and on the date(s) when due (which amounts and dates shall be specified in such Transfer/Withdrawal Instructions).

10.12.2 Transfer After Completion of Work. If following completion of the rectification work performed to increase the Net Available Capacity and/or decrease the Plant Net Heat Rate, and final payment in full of all amounts due to the contractor(s) performing such work, there are any funds on deposit in the Daily Amount Rectification Subaccount, the Borrower may provide a written request to the Administrative Agent to transfer such funds to the Offshore Revenue Account. If the Administrative Agent (in consultation with the Independent Engineer) verifies that all such rectification work is complete and the relevant contractor(s) have been paid in full, it shall deliver written instructions to the Trustee to transfer funds remaining on deposit in the Rectification Proceeds Subaccount to the Offshore Revenue Account. The Trustee shall so transfer such funds on the [•]th [Name of the City] Business Day after receiving such instructions.

10.13 [DDD] GIF/Value of the Gas Account.

So long as no Notice of Event of Default has been issued and remains effective as of the requested date of transfer, the Trustee shall transfer funds from the [DDD] GIF/Value of the Gas Account to [EEE] (at such account as [EEE] may from time to time specify in writing to the Trustee) to pay any Gas Inventory Fee (as defined in the ECA) pursuant to Article 6.5 of the ECA and/or the value of the gas (as described in Article 6.5 of the ECA) in the amounts and on the dates specified by the Borrower pursuant to Independent Transfer/Withdrawal Certificates delivered to the Trustee (with a copy to the Administrative Agent) from time to time to the extent that sufficient funds are available in the [DDD] GIF/Value of the Gas Account by [Time] ([Name of the City] time) on the date that such Independent/Transfer Withdrawal Certificate specifies that funds are to be disbursed.

10.14 Hedge Payments Account.

After the earlier to occur of the Deemed Completion Date and the ECA Completion Date, the Administrative Agent shall deliver to the Trustee written instructions directing the Trustee to transfer all funds then on deposit in the Hedge Payments Account to the Offshore Revenue Account. The Trustee shall so transfer such funds on the [•]th [Name of the City] Business Day after receiving such instructions.

10.15 Holding Account.

10.15.1 Upon Completion Date. After the occurrence of the Completion Date, the Borrower may deliver a written request to the Administrative Agent that any amount on deposit in the Holding Account in excess of the amount that is required to be reserved to pay for Punchlist Items under the Supply and Construction Contracts be transferred to either the Dividend Account or the Offshore Revenue Account. If, upon receiving such request, the Administrative Agent (in consultation with the Independent Engineer) verifies that the appropriate amount is so reserved, it shall deliver written instructions to the Trustee to transfer the specified amount of any such excess from the Holding Account to the Offshore Revenue Account or the Dividend Account, as the case may be. The Trustee shall make such transfer on the [•]th [Name of the City] Business Day after receiving such instructions.

10.15.2 After Punchlist Items Completed. After all of the Punchlist Items have been completed and paid for in full, the Borrower may deliver a written request to the Administrative Agent to transfer all funds then on deposit in the Holding Account to the Offshore Revenue Account or the Dividend Account. If, upon receiving such request, the Administrative Agent (in consultation with the Independent Engineer) verifies that all Punchlist Items have been completed and paid for in full, the Administrative Agent shall deliver written instructions to the Trustee to transfer all remaining funds on deposit in the Holding Account to the Offshore Revenue Account or the Dividend Account, as the case may be. The Trustee shall make such transfer on the [Name of the City] Business Day following the day upon which it receives such notice.

10.16 [Name of the Bank] Disbursement Account

The Trustee shall deposit in the [Name of the Bank] Disbursement Account any amounts received by the Trustee and identified in writing to the Trustee by [Name of the Bank] as being the [Name of the Bank] Disbursement and shall promptly disburse the full amount thereof to the [Name of the Bank] Facility Agent (in accordance with the payment instructions provided by the [Name of the Bank] Facility Agent to the Trustee in writing) for application in accordance with the [Name of the Bank] Facility Agreement.

11. OTHER TRANSFERS FROM ONSHORE ACCOUNTS AND BORROWER’S ACCOUNTS

11.1 Onshore O&M Account.

So long as no Notice of Event of Default has been issued and remains effective, the Trustee shall disburse, transfer or remit a specified amount of funds on deposit in the Onshore O&M Account (i) to pay [Currency] denominated O&M Costs or (ii) to the Borrower’s [Currency] O&M Account to pay [Currency] denominated O&M Costs that cannot be paid by wire transfer from the Onshore O&M Account (provided that the Borrower shall not permit the balance of such account to exceed, at any [•] time, an amount in excess of the [Currency] equivalent of $[•]), in each case as directed by the Borrower pursuant to Independent Transfer/Withdrawal Certificates delivered to the Trustee (with a copy to the Administrative Agent) from time to time to the extent that sufficient funds are available in the Onshore O&M Account.

11.2 Onshore Rectification Proceeds Subaccount.

If any funds are deposited in the Onshore Rectification Proceeds Subaccount, the Trustee shall, within [•] [Name of the Country] Business Days after such deposit, transfer such funds to the Offshore Rectification Proceeds Subaccount.

11.3 Onshore Expropriation/Condemnation Proceeds Subaccount.

If any funds are deposited in the Onshore Expropriation/Condemnation Proceeds Subaccount, the Trustee shall, within [•] [Name of the Country] Business Days after such deposit, transfer such funds to the Offshore Expropriation/Condemnation Proceeds Subaccount.

11.4 Onshore Transfer Account.

Transfer/Withdrawal Instructions delivered by the Borrower pursuant to Section 6.3.1 with respect to the Monthly Transfer/Withdrawal Date falling in [•] of each year shall instruct the Trustee to transfer funds from the Onshore Transfer Account (after giving effect to the transfers, remittances and/or withdrawals referred to in Section 7.2), to the Offshore Revenue Account on such Monthly Transfer/Withdrawal Date.

11.5 Borrower’s Accounts.

11.5.1 Use of Borrower’s Accounts. So long as no Notice of Event of Default has been issued and remains effective, the Borrower shall be entitled to disburse, transfer, remit and withdraw funds from the Borrower’s Accounts pursuant to the terms of the account agreements with respect to such accounts between the Borrower and the Trustee or the Onshore Agent, as the case may be, for the following purposes:

(a) from the Borrower’s Shareholder Contribution Account to the Borrower’s Shareholder Conversion FCDU Account, as needed from time to time to enable deposits to be made in Dollars to the Holding Account as and when required by the Financing Documents;

(b) from the Borrower’s Shareholder Conversion FCDU Account to specified subaccounts of the Holding Account in order to make the deposits therein as and when required by the Financing Documents;

(d) from the Borrower’s Onshore Dollar Disbursement Account, to pay Dollar-denominated Project Costs;

(e) from the Borrower’s Dollar O&M Account, to pay Dollar-denominated O&M Costs that cannot be paid by wire transfer from the Offshore O&M Account;

(f) from the Borrower’s [Currency] Disbursement Account, to pay [Currency]-denominated Project Costs; and

(g) from the Borrower’s [Currency] O&M Account, to pay [Currency]-denominated O&M Costs that cannot be paid by wire transfer from the Onshore O&M Account.

11.5.2 Agreement to Move Funds from the Borrower’s Disbursement Accounts. After the Completion Date and promptly after all Project Costs have been paid in full, the Borrower shall (a) transfer all funds on deposit in the Borrower’s Offshore Dollar Disbursement Account and the Borrower’s Onshore Dollar Disbursement Account to the Offshore Revenue Account, (b) transfer all funds on deposit in the Borrower’s [Currency] Disbursement Account to the Onshore Revenue Account and (c) close each of the Borrower’s Offshore Dollar Disbursement Account, the Borrower’s Onshore Dollar Disbursement Account and the Borrower’s [Currency] Disbursement Account.

12. DEPOSITS INTO DIVIDEND ACCOUNT

12.1 Satisfaction of Conditions.

12.1.1 DSCR Calculations by Borrower. No later than [•] Business Days prior to each Payment Date Related Monthly Transfer/Withdrawal Date, the Borrower shall provide to the Administrative Agent the calculations of DSCR and Projected DSCR necessary to determine whether the conditions set forth in Sections 12.1.3(d) and 12.1.3(e) have been satisfied, together with supporting materials and information necessary to determine the accuracy of such calculations or otherwise reasonably requested by the Administrative Agent. The Borrower and the Administrative Agent shall discuss in good faith any revisions to such calculations that may be requested by the Administrative Agent, and the Borrower shall make any revisions to the extent that the Administrative Agent determines that the calculations were made in a manner that is inconsistent with the provisions of Section 1.4 of the Common Agreement.

12.1.2 Determination and Notice. The Administrative Agent shall determine whether each condition set forth in Section 12.1.3 to the transfer of funds to the Dividend Account is satisfied (a) on and as of each Payment Date Related Monthly Transfer/Withdrawal Date, after giving effect to each of the disbursements, transfers, remittances and withdrawals due to occur on such Payment Date Related Monthly Transfer/Withdrawal Date, and (b) if so requested by the Borrower, on and as of the date of any determination of such satisfaction in accordance with Section 12.2 (each such Payment Date Related Monthly Transfer/Withdrawal Date and date of determination under Section 12.2, a “Dividend Determination Date”). On each Dividend Determination Date, the Administrative Agent shall deliver a written notice (a “Dividend Determination Notice”) of such determination to the Borrower and the Trustee. Each Dividend Determination Notice shall specifically identify any of such conditions that are not satisfied.

12.1.3 Conditions. No funds shall be transferred from the Suspension Account to the Dividend Account on a Monthly Transfer/Withdrawal Date as contemplated by Section 7.5.2(a), and no funds shall be transferred from the Applicable Law Dividend Stopper Subaccount or the GFM/BI Dividend Stopper Subaccount to the Dividend Account, unless each of the following conditions is satisfied to the satisfaction of the Administrative Agent on and as of the relevant Dividend Determination Date and the date of such transfer:

(a) The Completion Date shall have occurred;

(b) The credit balance of each of the Debt Service Reserve Account, the Major Maintenance Reserve Account and the Daily Amount Reserve Account is equal to or exceeds the then applicable DSRA Amount, MMRA Amount and DARA Amount, respectively;

(c) No Default or Event of Default shall have occurred and be continuing (that has not been waived) or would occur immediately upon the making of such transfer or the making of a Restricted Payment with the funds so transferred;

(d) If such Dividend Determination Date falls on or before the [•]th anniversary of the ECA Completion Date, the DSCR for the period beginning on the ECA Completion Date and ending on the last day of the calendar month immediately preceding the calendar month in which such Dividend Determination Date falls is not less than [•]; provided, however, that (i) such period is not less than [•] months long, and (ii) the Senior Lenders determine (after consultation with the Independent Engineer) that sufficient information has been provided for the Administrative Agent to determine that the conditions in this Section 12.1.3(d) and Section 12.1.3(e) have been satisfied; or, if such Dividend Determination Date falls after the [•]th anniversary of the ECA Completion Date, the DSCR for the [•] [•]-month periods that correspond to the [•] most recent fiscal quarters of the Borrower immediately preceding such Dividend Determination Date is not less than [•]:[•];

(e) The Projected DSCR for each of the [•] [•]-month periods immediately following the Payment Date that falls on the [Name of the City] Business Day immediately after such Dividend Determination Date is not less than [•];

(f) The Borrower shall have made (or shall make on such Dividend Determination Date) the [•]th scheduled payment in respect of principal under each Senior Credit Facility;

(g) Such transfer or the declaration or making of a Restricted Payment with the funds so transferred shall not violate any Applicable Law;

(h) No Government Force Majeure (including an ECA Change of Law) shall have occurred, the effect of which is to cause the Borrower to incur Additional GFM Costs, unless the Borrower shall have satisfied its obligations under Section 7.21.2 of the Common Agreement in respect thereof to the satisfaction of the Required Voting Parties;

(i) No ongoing circumstances leading to the payment of business interruption insurance proceeds relating to the Project shall have occurred and be continuing, unless:

(i) the Senior Lenders shall have determined that such circumstances will be remedied to the satisfaction of the Senior Lenders within [•] days after the date such circumstances arose; or

(ii) the Senior Lenders shall have determined that such circumstances will not be remedied to the satisfaction of the Senior Lenders within [•] days after the date such circumstances arose and (A) the Required Voting Parties and the Independent Engineer shall have approved the related rectification plan delivered pursuant to Section 7.18.3 of the Common Agreement, (B) the insurance carrier providing the business interruption insurance policy shall have agreed in writing to make payments in the amounts specified under such policy based upon the occurrence of such circumstances and (C) the Senior Lenders shall have determined that the rectification work can be completed to the satisfaction of the Senior Lenders within the applicable cover period under such business interruption insurance policy; and

(j) Any amounts accrued or owing by the Borrower to [EEE] under the ECA in an aggregate amount in excess of $[•] shall have been paid in full or the Borrower shall have provided cash reserves therefor in a manner and amount satisfactory to the Required Voting Parties.

12.2 From Dividend Stopper Subaccounts.

If any amounts are on deposit in the Applicable Law Dividend Stopper Subaccount or the GFM/BI Dividend Stopper Subaccount and the Borrower believes that circumstances have changed such that all of the conditions set forth in Section 12.1.3 are then satisfied, the Borrower may deliver a written request to the Administrative Agent to determine whether all such conditions are satisfied. Within [•] Business Days after receiving such request, the Administrative Agent shall determine whether all such conditions are then satisfied and shall deliver a Dividend Determination Notice to the Borrower and the Trustee as provided in Section 12.1.2. If such Dividend Determination Notice specifies that all such conditions have been satisfied, the Trustee shall, on the [•] [Name of the City] Business Day after receiving such Dividend Determination Notice, transfer all amounts then on deposit in the Applicable Law Dividend Stopper Subaccount and the GFM/BI Dividend Stopper Subaccount to the Dividend Account.

12.3 From Fronted Costs Subaccount.

12.3.1 Notice. At any time that there are any funds on deposit in the Fronted Costs Subaccount, the Borrower may deliver a written request to the Administrative Agent to determine whether each of the conditions set forth in Section 12.3.2 are satisfied. If each such condition is then satisfied, the Administrative Agent shall deliver written instructions to the Trustee to transfer all funds on deposit in the Fronted Costs Subaccount to the Dividend Account, and the Trustee shall so transfer such funds on the [•]th [Name of the City] Business Day after receiving such instructions.

12.3.2 Conditions. No amounts shall be transferred from the Fronted Costs Subaccount to the Dividend Account unless each of the following conditions are satisfied to the satisfaction of the Administrative Agent:

(a) No Default or Event of Default shall have occurred and be continuing (that has not been waived) or would occur upon the making of such transfer or the declaration or making of a Restricted Payment with the funds so transferred; and

(b) Such transfer or the declaration or making of a Restricted Payment with the funds so transferred shall not violate any Applicable Law.

12.4 From Cash Deposits Upon Credit Upgrade.

12.4.1 Borrower’s Notice. If, following a cash deposit made into any subaccount of the Holding Account by or for the account of any Sponsor or Shareholder:

(a) pursuant to Section 6.2 of the Funding and Support Agreement to which such Persons are party (or in the case of [NNN] and/or [HHH], Section 5.2 of the [NNN] Funding and Support Agreement); or

(b) as the result of a drawing by the Trustee on a Sponsor Letter of Credit provided by such Person (but only for the reasons described in Section 6.1.3(b) of the Funding and Support Agreements to which such Persons are party (or in the case of [NNN] and/or [HHH], Section 5.1.3(b) of the [NNN] Funding and Support Agreement)),

the Borrower believes that no Ratings Downgrade Event continues to exist with respect to such Sponsor, the Borrower may provide written notice thereof to the Administrative Agent and the Trustee.

12.4.2 Administrative Agent’s Review. Upon receipt of any notice from the Borrower pursuant to Section 12.4.1, the Administrative Agent shall determine whether the Ratings Downgrade Event continues to exist with respect to the relevant Sponsor. If the Administrative Agent determines that no Ratings Downgrade Event continues to exist with respect to such Sponsor, the Administrative Agent shall deliver written instructions to the Trustee directing it to transfer to the Dividend Account or, where so directed by the Borrower by written notice to the Trustee and the Administrative Agent, to the relevant Sponsor or Shareholder (at such account in the name of such Sponsor or Shareholder as the Borrower may specify in such notice) from the relevant subaccount of the Holding Account a specified amount of funds equal to the excess (as calculated by the Administrative Agent) of (a) the credit balance of such subaccount over (b) the amount of funds required to be deposited in such subaccount by such Sponsor and its related Shareholder under the Funding and Support Agreement to which such Persons are party pursuant to any Notice of Borrowing or Notice of Project Costs then pending in order to make the disbursements, transfers, remittances and withdrawals under Section 4.3.1 or 4.3.2, as the case may be, that have not been effected.

12.4.3 Transfer. The Trustee shall transfer such specified funds in accordance with the Administrative Agent’s written instructions pursuant to Section 12.4.2 on the [•]th [Name of the City] Business Day after receiving such instructions.

12.5 From Cash Deposits Upon Cure of Event of Default.

12.5.1 Borrower’s Notice. If, following a cash deposit into any subaccount of the Holding Account by or on behalf of any Sponsor or Shareholder pursuant to Section 6.1.6 of the Funding and Support Agreements to which such Persons are party (or in the case of [NNN] and/or [HHH], Section 5.1.6 of the [NNN] Funding and Support Agreements), the Borrower believes that such Event of Default has been cured prior to the date upon which the Senior Loans are accelerated, the Borrower may provide written notice thereof to the Administrative Agent and the Trustee.

12.5.2 Administrative Agent’s Review. Upon receipt of any notice from the Borrower pursuant to Section 12.5.1, the Administrative Agent shall determine whether such Event of Default ceases to exist or has been waived by the Required Voting Parties, in either case in accordance with the terms and conditions of the Financing Documents. If the Administrative Agent determines that (a) such Event of Default has so ceased to exist or been waived, (b) no other Event of Default has occurred and is continuing (that has not been waived) and (c) the Senior Loans have not been accelerated under and in accordance with Section 9.2 of the Common Agreement, the Administrative Agent shall deliver written instructions to the Trustee directing it to transfer to the Dividend Account or, where so directed by the Borrower in a written notice to the Trustee and the Administrative Agent, to the relevant Sponsor or Shareholder (at such account in the name of such Sponsor or Shareholder as the Borrower may specify in such notice) from the relevant subaccount of the Holding Account a specified amount of funds equal to the excess (as calculated by the Administrative Agent) of (i) the credit balance of such subaccount over (ii) the amount of funds required to be deposited in such subaccount by the relevant Sponsor and its related Shareholder under the Funding and Support Agreement to which such Persons are party pursuant to any Notice of Borrowing or Notice of Project Costs then pending in order to make disbursements, transfers, remittances and withdrawals under Section 4.3.1 or 4.3.2, as the case may be, that have not been effected.

12.5.3 Transfer. The Trustee shall transfer such specified funds in accordance with the Administrative Agent’s written instructions pursuant to Section 12.5.2 on the [•]th [Name of the City] Business Day after receiving such instructions.

13. REGARDING THE TRUSTEE

13.1 Actions.

Except as otherwise provided in Section 13, and subject to the other provisions of this Agreement, the Trustee shall take any action requested in writing by the Administrative Agent with respect to the Collateral, this Agreement or any other Financing Document to which it is a party.

13.2 Scope of Work.

The Trustee shall have no duties except those which are expressly set forth in this Agreement and the other Financing Documents to which it is party, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless in writing received by it, and, if its duties herein or therein are affected, unless it shall have given its prior written consent thereto. The Trustee shall not be liable with respect to any action taken or omitted by it, if taken or omitted in accordance with the direction of the Administrative Agent or any other Person(s) specifically authorized to direct it to take or omit to take such action under the Financing Documents, except to the extent provided in Sections 10.6.1 and 11.8.3 of the Common Agreement.

13.3 No Obligation to Act in Conflict with Law.

The Trustee shall not be obligated to take any action under this Agreement or any other Financing Document to the extent the Trustee has received an opinion of independent counsel (which such counsel shall be a reputable international law firm) addressed to it to the effect that such written directions appear to be in conflict with any Applicable Law or could result in the Trustee’s being subject to (i) criminal liability or (ii) civil liability or civil litigation for which it has not received indemnity under the Financing Documents in any jurisdiction in question.

13.4 Own Funds.

The Trustee shall not be under any obligation to take any action other than as expressly set forth in this Agreement or the other Financing Documents to which it is a party that involves any expense or liability, the payment of which, within a reasonable time, is not, in the reasonable opinion of the Trustee, assured to it. Nothing in this Agreement shall be interpreted to require the Trustee to advance or expend its own funds to make any payments hereunder. The Trustee shall not be required to invest, or be under any liability for interest, on any monies at any time received by it pursuant to any of the provisions of this Agreement, except as otherwise expressly provided herein or in any other Financing Document to which it is a party.

13.5 Delegation of Duties.

The Trustee may execute any of the rights, remedies, powers, privileges, duties or obligations under this Agreement and the other Financing Documents to which it is a party either directly or by or through nominees or agents.

13.6 Compensation.

The Borrower agrees to pay to the Trustee as fees for its services under this Agreement and the other Financing Documents such amounts as shall be agreed in writing between the Borrower and the Trustee.

13.7 Status of Successors to the Trustee.

13.7.1 Vesting of Trust Estate. The appointment and designation of any successor to the Trustee pursuant to Section 10.9 of the Common Agreement shall, after any required filing, be full evidence of the right and authority to make such filing and of all the facts therein recited, and this Agreement and the other Financing Documents to which the predecessor trustee is a party shall vest in such successor trustee or trustees, without any further act, deed or conveyance, all of the estate and title of its predecessor or their predecessors, and the successor trustee or trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor or their predecessors. Such predecessor or predecessors shall, nevertheless, on the written request of its or their successor trustee or trustees or the Administrative Agent, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors under this Agreement and the other Financing Documents and shall deliver all securities and moneys held by it or them to such successor trustee or trustees. Should any deed, conveyance or other instrument in writing from the Borrower be required by any successor trustee or trustees for more fully and certainly vesting in such successor trustee or trustees the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor trustee or trustees, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor trustee or trustees, be executed, acknowledged and delivered by the Borrower.

13.7.2 Borrower to Bear Expense of Filing. Any required filing for record of the instrument appointing a successor trustee or trustees as provided above shall be at the expense of the Borrower. The resignation of any trustee or trustees and the instrument or instruments removing any trustee or trustees, together with all other instruments, deeds and conveyances provided for in this Section 13.7, shall, if required by law, be forthwith recorded, registered and filed by and at the expense of the Borrower, wherever this Agreement is recorded, registered and filed.

13.8 Waiver of Setoff by Trustee.

The Trustee hereby irrevocably waives any right of setoff, banker’s lien, right to combine accounts or any similar Lien or right that it may have by agreement, under law or otherwise against any of the Collateral in respect of amounts owing to the Trustee by any Person.

14. EVENTS OF DEFAULT

14.1 Notice of Event of Default.

14.1.1 Delivery of Notice. The Administrative Agent may deliver a Notice of Event of Default to the Trustee at any time when an Event of Default has occurred and is continuing.

14.1.2 Copy to Borrower. Concurrently with the delivery of any Notice of Event of Default to the Trustee, the Administrative Agent shall deliver a copy thereof to the Borrower, but the effectiveness of any such Notice of Event of Default shall not depend on the delivery of a copy thereof to the Borrower.

14.1.3 Effect of Notice. Upon delivery to the Trustee of a Notice of Event of Default and while such Notice of Event of Default remains effective, the Trustee shall (a) cease to honor any instruction or request from the Borrower to disburse, transfer, remit or withdraw any funds or other assets from the Project Accounts or directing the manner in which any such funds or other assets shall be held or invested, (b) hold funds on deposit in any Project Account only in such Permitted Investments as the Administrative Agent may from time to time direct (or, failing such direction, as may be selected by the Trustee), (c) disburse, transfer, remit and withdraw amounts on deposit in the Project Accounts only as the Administrative Agent may from time to time direct and (d) draw upon any or all Reserve Letters of Credit for the full undrawn face amount and disburse the aggregate amount of such drawings in the Offshore Accounts as the Administrative Agent may direct from time to time. Each of the parties hereto confirms that the Trustee shall (subject to Section 10.3.1(h) of the Common Agreement) comply with its obligations set forth in this paragraph, notwithstanding any protest or order to the contrary by the Borrower at any time.

14.1.4 Revocation. Upon request of the Borrower to the Administrative Agent at any time when no Event of Default (that has not been waived) is continuing, the Administrative Agent shall deliver a written notice to the Trustee (with a copy to the Borrower and each Secured Party) revoking the effectiveness of any previously delivered Notice of Event of Default.

14.2 Remedies Directions.

14.2.1 Delivery of Remedies Directions. At any time that a Notice of Event of Default has been delivered to the Trustee and remains effective, the Administrative Agent shall be entitled, by delivery of Remedies Directions to the Trustee pursuant to and in accordance with the terms of the Intercreditor Agreement, to:

(a) direct the Trustee to exercise, or to refrain from exercising, any right, remedy, power or privilege available to or conferred upon it with respect to the Collateral or otherwise under this Agreement, the Assignment and Security Agreement, the Pledge Agreements, the Mortgage or any other Financing Document to which it is a party; and

(b) direct the time, place and manner in which the Trustee is to exercise any such right, remedy, power or privilege.

14.2.2 Exercise of Remedies. In the event that the Trustee has received a Remedies Directions that remains effective, the Trustee shall exercise the rights, remedies, powers and privileges specified in the Remedies Directions in accordance with such Remedies Directions.

14.2.3 Revocation. The Administrative Agent shall, when required pursuant to the Intercreditor Agreement, deliver a written notice to the Trustee (with a copy to the Borrower and each Secured Party) revoking the effectiveness of any Remedies Directions, and, acting pursuant to such notice, the Trustee shall be required to give effect to such revocation not later than the [•]th Business Day after the date upon which it receives such revocation; provided, however, that to the extent that the revocation of any Remedies Directions would require affirmative actions to be taken on the part of the Trustee, the Trustee shall be granted a reasonable amount of time to undertake such actions.

14.3 Appointment of a Receiver.

If a receiver of the Trust Estate is appointed in judicial proceedings, the Trustee may be appointed as such receiver. Notwithstanding the appointment of a receiver, subject to mandatory provisions of Applicable Law, the Trustee shall be entitled to retain possession and control of all cash, investments, Reserve Letters of Credit and Sponsor Letters of Credit held by, or deposited with, it or its agents or nominees pursuant to any provision of this Agreement or any other Financing Document.

15. REPRESENTATIONS AND WARRANTIES OF TRUSTEE

The Trustee makes all of the following representations and warranties to and in favor of the other Secured Parties as of the date hereof.

15.1 Organization, Power and Status.

The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States.

15.2 Power and Authority.

The Trustee has the requisite power and authority to (a) execute, deliver and perform each of the Financing Documents to which it is a party and (b) carry on its business as now being conducted.

15.3 Due Authorization, Execution and Delivery.

All action on the part of the Trustee that is required for the authorization, execution, delivery and performance by the Trustee of the Financing Documents to which it is a party has been duly and effectively taken. The obligations of the Trustee under the Financing Documents to which it is a party are the legal, valid and binding obligations of the Trustee enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity (regardless of whether enforcement is sought in proceedings at law or in equity).

15.4 No Consents.

Neither the execution, delivery or performance by the Trustee of any Financing Document to which it is a party, nor the performance by the Trustee of the terms and conditions thereof requires the approval, consent or authorization of any Person other than (a) such approvals, consents and authorizations as have been obtained or (b) as may be required from time to time in connection with the exercise of remedies provided for herein and in the other Financing Documents (as to which the Trustee makes no representation or warranty).

15.5 Proceedings.

There are no actions, suits or proceedings, claims or investigations pending or, to the actual knowledge of any officers of the Trustee, threatened against it that (a) challenge the validity or enforceability of any Financing Document to which it is a party or (b) relate to the banking or trust powers of the Trustee and which, individually or in the aggregate, if adversely determined would materially and adversely affect the ability of the Trustee to perform its obligations under any Financing Document to which it is a party.

15.6 No Trustee’s Liens.

There are no Trustee’s Liens against the Trust Estate.

16. MISCELLANEOUS

16.1 Payment of Expenses, Etc.

All costs and expenses of the Trustee, the Onshore Agent, the Administrative Agent and the other Secured Parties shall be paid in accordance with Section 11.1 of the Common Agreement.

16.2 Notices.

All notices provided for hereunder shall be given in accordance with Section 11.5 of the Common Agreement.

16.3 No Waiver; Remedies Cumulative.

16.3.1 No Waiver. No failure or delay on the part of the Trustee (acting directly or through the Onshore Agent), the Administrative Agent or any other Secured Party in exercising any right, power or privilege hereunder or under any other Financing Document and no course of dealing between the Borrower or any of its Affiliates, on the one hand, and the Trustee, the Administrative Agent or any other Secured Party, on the other hand, shall impair any such right, power or privilege or operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder or under any other Financing Document shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. Any waiver hereunder shall be in writing signed by the Administrative Agent and shall be effective only in the specified instance and for the specific purpose for which it is given. No notice to or demand on the Borrower in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Trustee, the Administrative Agent or any other Secured Party to any other or further action in any circumstances without notice or demand.

16.3.2 Remedies Cumulative. The rights, powers and remedies herein or in any other Financing Document expressly provided are cumulative and not exclusive of any rights, powers or remedies that any party hereto or thereto would otherwise have.

16.4 Severability.

If any provision of this Agreement is declared invalid or unenforceable by any lawful tribunal, then it shall be construed, to the extent feasible, to conform to legal requirements of that tribunal. If no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement as though never included herein and the remaining provisions of this Agreement shall remain in full force and effect unless such invalidity or unenforceability causes substantial deviation from the underlying intent of the parties expressed herein, in which case the parties hereto shall replace the invalid or unenforceable provision with a valid or enforceable provision which corresponds as far as possible to the spirit and purpose of the invalid or unenforceable provision.

16.5 No Amendments.

This Agreement shall only be modified, amended or supplemented with the express written consent of each of the Borrower, the Trustee and the Administrative Agent acting in accordance with the terms of the Intercreditor Agreement.

16.6 English Language.

This Agreement is made in the English language. Any translation of this Agreement shall have no legal validity.

16.7 Entire Agreement.

This Agreement and the documents referred to herein embody the entire agreement and understanding of the Borrower and the Secured Parties, and supersede all prior agreements and understandings of the Borrower and the Secured Parties, relating to the subject matter herein contained.

16.8 Governing Law.

THIS AGREEMENT IS TO BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF [Name of the Country].

16.9 No Third Party Beneficiaries.

The agreements contained herein are made solely for the benefit of the Secured Parties, and successors and assigns of the Secured Parties, as specified in the Financing Documents, and shall not be construed as having been intended to benefit any third party.

16.10 Assignments.

This Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the Borrower, the Trustee, the Administrative Agent and the Secured Parties; provided, however, that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each of the Senior Lenders. Neither the Trustee nor the Administrative Agent may assign or transfer any of its rights or obligations hereunder except as permitted pursuant to the Common Agreement. Any other Secured Party may assign or transfer its rights hereunder in connection with an assignment or transfer of all or any part of its interest in Obligations owed to it in accordance with the provisions of the Common Agreement. Any attempted assignment in contravention of this Section 16.10 shall be null and void.

16.11 Special Exculpation.

None of the Secured Parties shall be liable to the Borrower or any other Person for any indirect, special, consequential or punitive damages howsoever arising, whether in negligence or otherwise, out of or in connection with the performance or non performance of this Agreement or any other Financing Document (including any loss of revenue or loss of profit).

16.12 Authority of Trustee.

The Borrower acknowledges that the rights and responsibilities of the Trustee under this Agreement with respect to any action taken, suffered or omitted by the Trustee (directly or through the Onshore Agent) or the exercise or non exercise by the Trustee (directly or through the Onshore Agent) of any power, right or remedy provided for or resulting or arising out of this Agreement shall, as between the Trustee (acting directly or through the Onshore Agent) and the Secured Parties, be governed by the Common Agreement, this Agreement, the Intercreditor Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between each of the Trustee (acting directly or through the Onshore Agent) and the Borrower, the Trustee (acting directly or through the Onshore Agent) shall be conclusively presumed to be acting as the Trustee for the Secured Parties with full and valid authority so to act or refrain from acting, and the Borrower shall be under no obligation or entitlement to make any inquiry respecting such authority.

16.13 Counterparts; Effectiveness.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any party hereto may execute this Agreement by signing any such counterpart. This Agreement shall become effective at such time as the Administrative Agent shall have received counterparts hereof signed by all of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

[AAA CORPORATION]

By: [•]

Name: [•]

Title: [•]

[BBB BANK], not in its individual capacity

but solely as Trustee

By: [•]

Name: [•]

Title: [•]

[CCC BANK], as Administrative Agent

By: [•]

Name: [•]

Title: [•]

By: [•]

Name: [•]

Title: [•]

SCHEDULE A-1

to Trust Agreement

BORROWER’S ACCOUNTS

………

SCHEDULE A-2

to Trust Agreement

OFFSHORE ACCOUNTS

(INCLUDING SUBACCOUNTS)

………

SCHEDULE A-3

to Trust Agreement

ONSHORE ACCOUNTS

(INCLUDING SUBACCOUNTS)

………

EXHIBIT A

to Trust Agreement

FORM OF INDEPENDENT

TRANSFER/WITHDRAWAL CERTIFICATE

Date of This Independent Transfer/Withdrawal Certificate: [•], 20[•]

Transfer/Withdrawal Date(s): [•], 20[•]

[BBB BANK], as Trustee

[Address]

Attn: [•]

[BBB BANK], [Name of the City] Branch

[Address]

Attn: [•]

[CCC BANK]

as Administrative Agent

[Address]

Attn: [•]

Re: [AAA CORPORATION] -- Independent Transfer/Withdrawal Certificate

Ladies and Gentlemen:

This Transfer/Withdrawal Certificate is delivered to you pursuant to Section [•] of that certain Trust Agreement dated as of [•], 20[•] (the “Trust Agreement”), by and among [AAA CORPORATION], a corporation organized under the laws of [Name of the Country], [BBB BANK], not in its individual capacity but solely as Trustee, and [CCC BANK], as Administrative Agent. All capitalized terms used and not otherwise defined in this Transfer/Withdrawal Certificate shall have the meanings assigned to those terms in the Trust Agreement and, if not defined in the Trust Agreement, then in the Common Agreement. The rules of interpretation set forth in Exhibit B to the Common Agreement shall apply mutatis mutandis to this Transfer/Withdrawal Certificate.

The Borrower hereby requests disbursements, transfers, remittances and withdrawals from the Project Accounts as follows:

1. Transfers and Withdrawals. The Borrower hereby authorizes and directs the Trustee to disburse, transfer or remit on each date set forth in the first column of Attachment 1 (each such date, a “Transfer/Withdrawal Date”), the amount of funds specified in the second column of Attachment 1 corresponding to such Transfer/Withdrawal Date from the corresponding Project Account set forth in the third column of Attachment 1 to the corresponding Project Account(s) or payee(s) and in the amount(s) specified in the fourth column of Attachment 1 (each such requested disbursement, transfer or remittance, a “Transfer/Withdrawal”).

2. Purpose. The Borrower hereby certifies and confirms that it is entitled, pursuant to the terms of the Section of the Trust Agreement specified in the fifth column of Attachment 1 to request the corresponding Transfer/Withdrawal in the manner, and in the amount, set out in these Transfer/Withdrawal Instructions, and that each Transfer/Withdrawal is to be applied for the corresponding purpose described in the sixth column of Attachment 1.

3. Compliance. The Borrower hereby certifies and confirms that it is in compliance with the procedures, conditions and requirements set forth in all the applicable Financing Documents in connection with each Transfer/Withdrawal specified herein.

4. Currency Conversions. Set forth on Attachment 2 is a description of the currency conversions that will be required pursuant to Section 5.6 of the Trust Agreement in order to give effect to the Transfer/Withdrawals specified in this Transfer/Withdrawal Certificate (and to the extent that any other currency conversions are required in order to give effect to the Transfer/Withdrawals herein contemplated, the Borrower hereby authorizes the Trustee to undertake such Transfer/Withdrawals).

5. No Defaults; Representations. The Borrower certifies and confirms that on and as of the date hereof and on and as of each Transfer/Withdrawal Date (both immediately prior to the disbursements, transfers, remittances and withdrawals contemplated hereby and also after giving effect thereto and to the intended purpose therefor):

(a) no Default or Event of Default has occurred and is continuing (that has not been waived); and

(b) each of the representations and warranties of any of the Borrower, the Sponsors, the Shareholders and [OOO] contained in the Financing Documents is true and correct in all material respects as if made on and as of each such date (or, if stated to have been made solely as of an earlier date, was true and correct only as of such earlier date).

[AAA CORPORATION]

By: [•]

Name: [•]

Title: [•]

Attachments: [List all attachments]

Attachment 1

to Independent Transfer/

Withdrawal Certificate

TRANSFERS AND WITHDRAWALS

………

Attachment 2

to Independent Transfer/

Withdrawal Certificate

CURRENCY CONVERSIONS

………

EXHBIIT B

to Trust Agreement

FORM OF TRANSFER/WITHDRAWAL INSTRUCTIONS

Date of these Transfer/Withdrawal Instructions: [•], 20[•]

Monthly Transfer/Withdrawal Date: [•], 20[•]

[BBB BANK], as Trustee

[Address]

Attn: [•]

[BBB BANK], [Name of the City] Branch

[Address]

Attn: [•]

[CCC BANK]

as Administrative Agent

[Address]

Attn: [•]

Re: [AAA CORPORATION] -- Transfer/Withdrawal Instructions

Ladies and Gentlemen:

These Transfer/Withdrawal Instructions are delivered to you pursuant to that certain Trust Agreement dated as of [•], 20[•] (the “Trust Agreement”), by and among [AAA CORPORATION], a corporation organized under the laws of [Name of the Country], [BBB BANK], not in its individual capacity but solely as Trustee and [CCC BANK], as Administrative Agent. All capitalized terms used and not otherwise defined in these Transfer/Withdrawal Instructions shall have the meanings assigned to those terms in the Trust Agreement and, if not defined in the Trust Agreement, then in the Common Agreement. The rules of interpretation set forth in Exhibit B to the Common Agreement shall apply mutatis mutandis to these Transfer/Withdrawal Instructions.

The Borrower hereby requests disbursements, transfers, remittances and withdrawals from the Project Accounts as follows:

1. Delivery. These Transfer/Withdrawal Instructions are being delivered to you no later than the [•]th Business Day (but not earlier than the [•]th Business Day) prior to the Monthly Transfer/Withdrawal Date set forth above.

2. Payment Date. The Monthly Transfer Date is [not] a Payment Date Related Transfer/Withdrawal Date.

3. Transfers and Withdrawals. The Borrower hereby authorizes and directs the Trustee to disburse, transfer or remit on each date set forth in the first column of Attachment 1 (each such date, a “Transfer/Withdrawal Date”), the amount of funds specified in the second column of Attachment 1 corresponding to such Transfer/Withdrawal Date from the corresponding Project Account set forth in the third column of Attachment 1 to the corresponding Project Account(s) or payee(s), in the amount(s) and in the descending order of priority specified in the [•]th column of Attachment 1 (each such requested disbursement, transfer or remittance, a “Transfer/Withdrawal”).

4. Purpose. The Borrower hereby certifies and confirms that it is entitled, pursuant to the terms of the Section of the Trust Agreement specified in the fifth column of Attachment 1 to request the corresponding Transfer/Withdrawal in the manner, and in the amount, set out in these Transfer/Withdrawal Instructions, and that each Transfer/Withdrawal is to be applied for the corresponding purpose described in the sixth column of Attachment 1.

5. Compliance. The Borrower hereby certifies and confirms that it is in compliance with the procedures, conditions and requirements set forth in all the applicable Financing Documents in connection with each Transfer/Withdrawal specified herein. The Borrower hereby further certifies that, with respect to any amount set forth in the second column of Attachment 1, the descending order for the corresponding disbursements, transfers and remittances of such amount set forth in the [•]th column of Attachment 1 complies with the priority flow of funds set forth in the Trust Agreement.

6. Currency Conversions. Set forth on Attachment 2 is a description of the currency conversions that will be required pursuant to Section 5.6 of the Trust Agreement in order to give effect to the Transfer/Withdrawals specified in these Transfer/Withdrawal Instructions (and to the extent that any other currency conversions are required in order to give effect to the Transfer/Withdrawals herein contemplated, the Borrower hereby authorizes the Trustee to undertake such Transfer/Withdrawals).

7. Certification of Certain Amounts. The Borrower hereby certifies that the following amounts are scheduled to be due and payable on, or during the [•]-month period succeeding, the Monthly Transfer Withdrawal Date relating to these Transfer/Withdrawal Instructions:

Dollar denominated O&M Costs: $[•]

[Currency] denominated O&M Costs: [•]

Major Maintenance Expenses: $[•]

Daily Amounts pursuant to paragraph 6

of the Third Schedule to ECA: $[•]

8. Suspension Account.

The Borrower hereby certifies that the disbursements, transfers and remittance from the Suspension Account to [describe payee(s)] referred to in Attachment 1 will be used to fund capital expenditures or other expenditures that are not contained in the current Construction Plan and Budget or O&M Budget and Operating Plan (as the case may be) and that could not reasonably be anticipated when the Borrower prepared such Construction Plan and Budget or O&M Budget and Operating, and (a) the failure to make such expenditures would create an abnormal risk of personal injury or significant physical damage to the Power Station or any Release of Hazardous Materials other than in compliance with Environmental Laws or (b) such expenditures are required to avoid an unscheduled power outage or any event or circumstances that could reasonably be expected to have a Material Adverse Effect.

9. Funding Insufficiency.

A Funding Insufficiency with respect to [specify Project Account(s)] is anticipated on, or during the [•]-month period following, the Monthly Transfer/Withdrawal Date. Such Funding Insufficiency is due to:

The Borrower’s proposal for funding such Funding Sufficiency is as follows:

Such proposal has been incorporated in the requested disbursements, transfers and remittances specified in Attachment 1.

10. Attachments. The Borrower hereby certifies and confirms that attached hereto are all of the certificates, documents and instruments which are required to be attached hereto pursuant to the Trust Agreement in connection with the Transfer/Withdrawals requested herein.

11. No Defaults; Representations. The Borrower certifies and confirms that on and as of the date hereof and on and as of each Transfer/Withdrawal Date (both immediately prior to the disbursements, transfers, remittances and withdrawals contemplated hereby and also after giving effect thereto and to the intended purpose therefor):

(a) no Default or Event of Default has occurred and is continuing (that has not been waived); and

12. Calculations. The Borrower hereby certifies and confirms that the DSCR and Projected DSCR calculations set forth in on Attachment 3 are (a) true and correct calculations required to determine whether the conditions set forth in Sections 12.1.3(d) and 12.1.3(e) of the Trust Agreement have been satisfied and (b) based upon supporting materials and information previously delivered to the Administrative Agent that, at the time of delivery were, and as of the date hereof continue to be, true and correct in all material respects.

13. Reimbursement to Shareholders. Attached hereto is [describe evidence of payments made by Shareholders and/or Sponsors to the extent that such Person is to be reimbursed for such payments pursuant to the terms of the Trust Agreement.

[AAA CORPORATION]

By: [•]

Name: [•]

Title: [•]

Attachments: [•]

We hereby agree as of [•], 20[•] that each Transfer/Withdrawal referred to in these Transfer/Withdrawal Instructions can, subject to the terms of the Trust Agreement, be made in the manner so requested.

[CCC BANK],

as Administrative Agent

By: [•]

Name: [•]

Title: [•]

Attachment 1

to Transfer/Withdrawal

Instructions

TRANSFERS AND WITHDRAWALS

………

Attachment 2

to Transfer/Withdrawal

Instructions

CURRENCY CONVERSIONS

………

Attachment 3

to Transfer/Withdrawal

Instructions

CALCULATION OF DSCR

CALCULATION OF PROJECTED DSCR

EXHBIIT C

to Trust Agreement

FORM OF RESERVE LETTER OF CREDIT

[Name of Issuer]

[Date]

Irrevocable Letter of Credit No. [•]

[BBB BANK] not in its individual capacity but solely

as Trustee (as defined below)

[Address]

Attention: [•]

Ladies and Gentlemen:

We hereby establish in your favor this irrevocable letter of credit (this “Letter of Credit”) in the original amount of $[•] (such amount, as it may be subsequently decreased from time to time as provided in paragraph 2 below being referred to as the “Stated Amount”) for the account of [AAA CORPORATION] (the “Account Party”). This Letter of Credit is issued to you in your capacity as trustee (“Trustee”) under the Trust Agreement dated as of [•], 20[•] (as amended, modified and supplemented from time to time, the “Trust Agreement”) among [AAA CORPORATION], you in your capacity as Trustee and [CCC BANK] in its capacity as administrative agent. Subject to the terms and conditions herein, this Letter of Credit authorizes you to draw on us from time to time in amounts equal to certain amounts required to be disbursed, remitted or transferred from [applicable Reserve Account] pursuant to the Trust Agreement.

1. We hereby irrevocably authorize you to draw on us, up to the Stated Amount and in accordance with the terms and conditions set forth in this Letter of Credit, as follows:

(a) in [•] or more drawings by [•] or more of your drafts, each in the form of Annex 7 hereto, appropriately completed and signed by an Authorized Officer (as defined in paragraph 8 below), and accompanied by your drawing certificate in the form of Annex 1 hereto, appropriately completed and signed by an Authorized Officer, up to an aggregate amount not exceeding the Stated Amount;

(b) in a single drawing by your draft, in the form of Annex 7 hereto, appropriately completed and signed by an Authorized Officer, and accompanied by your drawing certificate in the form of Annex 2 hereto, appropriately completed and signed by an Authorized Officer, an amount not exceeding the Stated Amount;

(c) in a single drawing by [•] or more of your drafts, each in the form of Annex 7 hereto, appropriately completed and signed by an Authorized Officer, and accompanied by your drawing certificate in the form of Annex 3 hereto, appropriately completed and signed by an Authorized Officer, up to an aggregate amount not exceeding the Stated Amount; and

(d) in a single drawing by your draft, in the form of Annex 7 hereto, appropriately completed and signed by an Authorized Officer, and accompanied by your drawing certificate in the form of Annex 4 hereto, appropriately completed and signed by an Authorized Officer, an amount not exceeding the Stated Amount.

2. The Stated Amount under this Letter of Credit shall be decreased as follows:

(a) upon our honoring any draft for partial drawing presented by you pursuant to paragraph 1(a) above, the Stated Amount shall be automatically decreased by an amount equal to the amount of such draft; and

(b) upon our receipt of a written and completed certificate signed by you in the form of Annex 5 hereto, the Stated Amount shall be decreased by an amount equal to the amount stated in such certificate.

3. Funds under this Letter of Credit are available to you against such drafts and certificates as are specified in paragraph 1 above, each of which drafts and certificates shall be dated the date of its presentation and shall be presented at the following address and to the following addressee:

[Name of Issuer]

[Address of Issuer]

Attention: [•]

or at any other address, or to any other addressee, which may be designated by us in a written notice delivered to you. Presentations of such drafts and certificates may be made by telefacsimile at telefacsimile number [•].

4. If any draft and certificate are presented as specified in paragraph 3 above, and in strict conformity with the terms and conditions of this Letter of Credit, at or before [time] [Name of the City] time on any Business Day (as defined in paragraph 8 below), payment will be made by [Time] [Name of the City] time on such day in accordance with your payment instructions; or if such draft and certificate are presented as specified in paragraph 3 above, and in strict conformity with the terms and conditions of this Letter of Credit, after [Time] [Name of the City] time on any Business Day, payment will be made by [Time] [Name of the City] time on the next succeeding Business Day in accordance with your payment instructions. Payments made by us hereunder will be made to you in immediately available funds.

5. Only you or your duly authorized successor Trustee (to whom this Letter of Credit has been transferred as provided below) may make a drawing under this Letter of Credit.

6. This Letter of Credit is irrevocable and expires at [time] [Name of the City] time on the day (or if such day is not a Business Day, the next succeeding Business Day) which is [enter date falling at least [•] Business Days after the next Payment Date] and shall automatically renew on its expiration for a period of [•] months unless, at least [•] days prior to any such expiration, we deliver to you a written notice specifically referring to the number of this Letter of Credit and stating that this Letter of Credit shall not automatically renew.

7. Except as otherwise provided in this Letter of Credit, this Letter of Credit shall be subject to the Uniform Customs and Practice for Documentary Credits (1993 revision), International Chamber of Commerce Publication No. 500 (the “Uniform Customs”). This Letter of Credit shall, as to matters not governed by the Uniform Customs, and to the extent not inconsistent with the Uniform Customs, be governed by and construed in accordance with the law of [Name of the Country].

8. As used in this Letter of Credit, the following terms have the following meanings:

“Business Day” shall mean any day on which banks are not authorized or required to remain closed in [Name of the Country].

9. This Letter of Credit is transferable in its entirety (but not in part) to, and only to, any transferee who has succeeded to you as Trustee under the Trust Agreement and, notwithstanding any contrary provision of the Uniform Customs, such transferred Letter of Credit may be successively so transferred. Transfer of this Letter of Credit to such transferee shall be effected upon the presentation to us of the transfer form in the form of Annex 6 hereto, completed and executed. Upon any such transfer of this letter of Credit, all references herein to “you” or “your” shall thereafter mean and refer to such transferee.

10. This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein.

11. Communications with respect to this Letter of Credit shall be in writing and shall be presented to us by mail, telefacsimile or hand delivery at the address and to the addressee specified in paragraph 3 above, specifically referring to the number of this Letter of Credit.

Very truly yours,

[Name of Issuer]

By: [•]

Name: [•]

Title: [•]

ANNEX 1

CERTIFICATE FOR DRAWING IN CONNECTION WITH A FUNDING INSUFFICIENCY

[Name of Issuer]

[Address of Issuer]

Ladies and Gentlemen:

The undersigned, a duly authorized officer of the undersigned Trustee (the “Trustee”), hereby certifies to you with reference to your Irrevocable Letter of Credit No. [•] dated [•], 20[•] (the “Letter of Credit”; capitalized terms used herein and not defined herein are being used herein as defined in the Letter of Credit issued by you in favor of the Trustee, as follows:

(1) The Trustee is making a drawing under the Letter of Credit because the amount of cash in [insert (a), (b), (c) as appropriate]

(a) [the Major Maintenance Reserve Account]

(b) [the Daily Amount Reserve Account]

is insufficient to meet the demands on such account pursuant to the Trust Agreement referred to in the Letter of Credit.

(2) The aggregate amount of drawings previously made under the Letter of Credit is $[•].

(3) The amount of the draft accompanying this certificate is $[•], which is equal to the amount of the insufficiency referred to in paragraph (1) above in respect of which such draft is presented.

(4) The draft accompanying this certificate has been submitted (and the amount thereof has been computed) in compliance with the terms and conditions of the Trust Agreement and the amount of such draft does not exceed the amount available to be drawn by the Trustee under the Letter of Credit.

IN WITNESS WHEREOF, the Trustee has executed and delivered this request on [•], 20[•].

[BBB BANK], not in its individual capacity but solely as Trustee

By: [•]

Name: [•]

Title: [•]

ANNEX 2

CERTIFICATE FOR DRAWING IN CONNECTION WITH EXPIRATION OF LETTER OF CREDIT

[Name of Issuer]

[Address of Issuer]

Ladies and Gentlemen:

The undersigned, a duly authorized officer of the undersigned Trustee (the “Trustee”), hereby certifies to you with reference to your Irrevocable Letter of Credit No. [•] dated [•], 20[•] (the “Letter of Credit”; capitalized terms used herein and not defined herein are being used herein as defined in the Letter of Credit) issued by you in favor of the Trustee, as follows:

(1) The Letter of Credit is expiring on [•], 20[•] , which date is not more than [•] days after the date of this certificate.

(2) You have delivered to the Trustee at least [•] days prior to such expiration date a written notice stating that the Letter of Credit shall not automatically renew.

(3) As of the date of this certificate, the Trustee has not received a letter of credit to replace the Letter of Credit in compliance with the terms and conditions of the Trust Agreement.

(4) The aggregate amount of drawings previously made under the Letter of Credit is $[•].

(5) The amount of the draft accompanying this certificate is $[•].

(6) The draft accompanying this certificate has been submitted (and the amount thereof has been computed) in compliance with the terms and conditions of the Trust Agreement and the amount of such draft does not exceed the amount available to be drawn by the Trustee under the Letter of Credit.

IN WITNESS WHEREOF, the Trustee has executed and delivered this request on [•], 20[•].

[BBB BANK], not in its individual capacity but solely as Trustee

By: [•]

Name: [•]

Title: [•]

ANNEX 3

CERTIFICATE FOR DRAWING UPON AN EVENT OF DEFAULT

[Name of Issuer]

[Address of Issuer]

Ladies and Gentlemen:

The undersigned, a duly authorized officer of the undersigned Trustee (the “Trustee”), hereby certifies to you with reference to your Irrevocable Letter of Credit No. [•] dated [•], 20[•] (the “Letter of Credit”; capitalized terms used herein and not defined herein are being used herein as defined in the Letter of Credit) issued by you in favor of the Trustee, as follows:

(1) The Trustee is making a drawing under the Letter of Credit pursuant to Section 14.1.3 of the Trust Agreement.

(2) The amount of the draft accompanying this certificate is $[•] which is equal to the full undrawn face amount of the Letter of Credit.

(3) The aggregate amount of drawings previously made under the Letter of Credit is $[•].

(4) The amount of the draft accompanying this certificate has been submitted (and the amount has been computed) in compliance with the terms and conditions of the Trust Agreement and the amount of such draft does not exceed the amount available to be drawn by the Trustee under the Letter of Credit.

IN WITNESS WHEREOF, the Trustee has executed and delivered this request on [•], 20[•].

[BBB BANK], not in its individual capacity but solely as Trustee

By: [•]

Name: [•]

Title: [•]

ANNEX 4

CERTIFICATE FOR DRAWING UPON AN ISSUING BANK DOWNGRADE

[Name of Issuer]

[Address of Issuer]

Ladies and Gentlemen:

The undersigned, a duly authorized officer of the undersigned Trustee (the “Trustee”), hereby certifies to you with reference to your Irrevocable Letter of Credit No. [•] dated [•], 20[•] (the “Letter of Credit”; capitalized terms used herein and not defined herein are being used herein as defined in the Letter of Credit) issued by you in favor of the Trustee, as follows:

(1) Your senior unsecured long term indebtedness no longer has a credit rating of at least “[•]” by [•], and “[•]” by [•] and the Trustee has given notice to this effect to the Account Party (the “Downgrade Notice”).

(2) As of the date of this certificate, which is at least 30 days after the date of the Downgrade Notice, the Trustee has not received a letter of credit to replace the Letter of Credit in compliance with the terms and conditions of the Trust Agreement.

(3) The aggregate amount of drawings previously made under the Letter of Credit is $[•].

(4) The amount of the draft accompanying this certificate is $[•].

(5) The draft accompanying this certificate has been submitted (and the amount thereof has been computed) in compliance with the terms and conditions of the Trust Agreement and the amount of such draft does not exceed the amount available to be drawn by the Trustee under the Letter of Credit.

IN WITNESS WHEREOF, the Trustee has executed and delivered this request on [•], 20[•].

[BBB BANK], not in its individual capacity but solely as Trustee

By: [•]

Name: [•]

Title: [•]

ANNEX 5

NOTICE OF REDUCTION

[Date]

[Name of Issuer]

[Address of Issuer]

Ladies and Gentlemen:

Reference is made to your Irrevocable Letter of Credit No. [•] dated [•], 20[•] (the “Letter of Credit”; capitalized terms used herein and not defined herein are being used herein as defined in the Letter of Credit).

(1) The undersigned, as beneficiary under the Letter of Credit, hereby certifies as follows: [•]

That, as a result of [funds being deposited into the relevant account/a reduction in the required balance of the relevant account] the amount of funds on deposit in

(a) [the Major Maintenance Reserve Account]

(b) [the Debt Service Reserve Account] [excluding funds that have been deposited in the Debt Service Reserve Account pursuant to Section 10.4.1(b)(i) of the Trust Agreement]

when added to the aggregate undrawn amount of the Letter of Credit exceeds the required balance in the [Major Maintenance Reserve Account/Debt Service Reserve Account/Daily Amount Reserve Account] in the amount of $[•] and requests that upon your receipt of this certificate the Stated Amount of the Letter of Credit be reduced by the same amount pursuant to Section 2.6.2 of the Trust Agreement.

(2) The Stated Amount of the Letter of Credit, after being reduced by the amount set forth in paragraph (1) above, shall be $[•].

IN WITNESS WHEREOF, the Trustee has executed and delivered this certificate on [•], 20[•].

[BBB BANK], not in its individual capacity but solely as Trustee

By: [•]

Name: [•]

Title: [•]

ANNEX 6

TRANSFER OF LETTER OF CREDIT

[Date]

[Name of Issuer]

[Address of Issuer]

Ladies and Gentlemen:

For value received, the undersigned, as beneficiary under the Letter of Credit, hereby irrevocably transfers to:

[Name of successor Trustee]

[Address of successor Trustee]

all rights of the undersigned to draw under the Letter of Credit in their entirety. The transferee has succeeded the undersigned as Trustee under the Trust Agreement.

By this transfer, all rights of the undersigned as beneficiary under the Letter of Credit are transferred to the transferee, and the transferee shall have the sole right as beneficiary of the Letter of Credit.

Simultaneously with the delivery of this notice to you, copies of this notice are being transmitted to the Account Party and the transferee.

The Letter of Credit is returned herewith to you, and we ask you to endorse the transfer on the reverse thereof, and forward it direct to the transferee with your customary notice of transfer.

Yours very truly,

[BBB BANK], not in its individual capacity but solely as Trustee

By: [•]

Name: [•]

Title: [•]

ANNEX 7

DRAFT FOR PAYMENT

[Date]

At Sight

Pay to the order of [Name of Trustee] the sum of [•] Dollars ($[•]) drawn on [Name of Issuer], as issuer of its Irrevocable Standby Letter of Credit No. [•] dated [•]. 20[•]. Please wire such payment in immediately available funds to Account No. [•] at [Name and Address of Recipient Institution].

[BBB BANK], not in its individual capacity but solely as Trustee

By: [•]

Name: [•]

Title: [•]

2_9 Trust Agreement.doc

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