MORTGAGE AGREEMENT, 모기지 계약서, 영문 계약서

This MORTGAGE AGREEMENT (this “Agreement”), dated as of [·], 20[·], is by and between AAA CORPORATION, a corporation organized under the laws of [Name of the Country] (the “Borrower”), and [BBB BANK], a national banking association organized under the laws of [Name of the Country] and with a branch in [Name of the Country] authorized under the laws of [Name of the Country] to perform trust banking functions, not in its individual capacity but solely as the trustee for the Secured Parties under the Common Agreement referred to below (the “Trustee”).

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. 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 Borrower has agreed to assign and grant a security interest in certain property to the Trustee, for the ratable benefit of the Secured Parties, to secure the Obligations as provided herein.

ACCORDINGLY, the parties hereto hereby agree as follows:

AGREEMENT

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:

“Assets” means the Real Assets and the Chattel.

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

“Chattel” means the intangible and tangible movable assets of the Borrower referred to in Section 4.2 including those listed in Schedule 2.

“Chattel Mortgage” means the first ranking mortgage or mortgages created and to be created by the Borrower over the Chattel pursuant to Article 4 and other provisions of this Agreement.

“Future Chattel” means the Chattel other than those classified as Present Chattel, including those listed in Part B of Schedule 2.

“Future Real Assets” means the Real Assets other than those classified as Present Real Assets, including those listed in Part B of Schedule 1.

“Mortgage Supplement” means the document in substantially the form of Schedule 4 to be executed and registered by the Borrower pursuant to Sections 3.3(b), 4.3(b) and 5.1(b).

“Mortgages” means the Real Estate Mortgage and the Chattel Mortgage, together with the rights, benefits and remedies of the Trustee and the other Secured Parties inherent or provided for herein or therein.

“Present Chattel” means the Chattel that exist and are owned by the Borrower at the time of the execution of this Agreement, including those listed in Part A of Schedule 2.

“Present Real Assets” means the Real Assets that exist and are owned by the Borrower at the time of execution of this Agreement, including those listed in Part A of Schedule 1.

“Real Assets” means the real property of the Borrower referred to in Section 3.2 including those listed in Schedule 1.

“Real Estate Mortgage” means the first ranking mortgage or mortgages created and to be created by the Borrower pursuant to Article 3 and other provisions of this Agreement.

“Right to Use the Site” means the right to use the Site and the Foreshore Area for the purpose of the Project and all easements and other rights of ingress and egress with respect to such parcels granted to the Borrower by CCC pursuant to the terms of the ECA or otherwise.

2. REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of the Borrower.

The Borrower makes all of the following representations and warranties to and in favor of the Trustee and each Secured Party as of the date hereof, as of the date of each Disbursement, as of the Completion Date and as of any other date that the representations and warranties are required to be made or deemed made pursuant to this Agreement or any other Financing Document, and all of these representations and warranties shall survive the execution and delivery of this Agreement.

(a) Legal Form. This Agreement is in proper legal form under Applicable Laws of [Name of the Country] and capable of enforcement in [Name of the Country].

(b) Ownership of Assets. The Borrower (i) is the legal and beneficial owner of, with good, valid, legal, indefeasible and marketable rights, interest and title to, the Present Real Assets (including the Right to Use the Site) and the Present Chattel, (ii) will be the legal and beneficial owner of, with good, valid, legal, indefeasible and marketable rights, interest and title to, the Future Real Assets and Future Chattel, and (iii) has all necessary easements and other rights of ingress and egress to the Site and the Foreshore Area.

(c) Freedom of Assets from Liens. Except for Permitted Liens, there are no Liens on, or agreements to secure an obligation by any Lien on, and no other Person has any right, title, claim or interest in, against or to, the Present Real Assets or the Present Chattel.

(d) Government Approvals. All Government Approvals and filings, recordings, notices and acknowledgements and other actions by, to or with all Government Authorities and other Persons have been obtained, made, or taken, as applicable (except for (x) the registration with the appropriate Government Authority in [Name of the Country] of the Mortgages over the Present Real Assets and Present Chattel after the execution of this Agreement and (y) the registration with the appropriate Government Authority in [Name of the Country] of the Mortgages on the Future Real Assets and Future Chattel after the execution of the Mortgage Supplements, unless Applicable Law permits the automatic attachment and perfection of the Lien of the Mortgages on the Future Real Assets and Future Chattel upon their coming into existence and the acquisition by the Borrower of ownership thereof) that are required (i) to authorize, or are required in connection with, (A) the execution, delivery and performance of this Agreement or (B) the legality, validity, binding effect or enforceability against the Borrower and all third parties of this Agreement and the Mortgages, or (ii) in order to create, perfect, protect and preserve the Liens (and the priority thereof) of the Trustee for the ratable benefit of the Secured Parties in the Assets created or intended to be created by this Agreement.

(e) Priority of Mortgages. Subject to completion of the registrations referenced in Section 2.1(d) with respect to priority, perfection and enforceability against third parties and except as otherwise indicated in the legal opinions of the Borrower’s counsel provided pursuant to Section 4.1.26(a) of the Common Agreement, this Agreement creates, and the Mortgages shall constitute in favor of the Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable first priority perfected Lien upon the Assets, binding upon and enforceable as such against the Borrower, its creditors, and all third parties, securing the payment and performance of the Obligations. No mortgage or financing statement covering all or any part of the Assets has been filed or registered in any recording office, except such as may have been filed in favor of the Trustee or the Secured Parties or in respect of any Permitted Lien.

2.2 Restatement.

Each of the representations and warranties set forth in Section 2.1 shall be deemed restated automatically with respect to any additional Assets at each such time as any additional Assets are acquired by the Borrower.

3. REAL ESTATE MORTGAGE

3.1 Creation of the Real Estate Mortgage.

(a) As collateral security for the payment in full in cash when due, whether at stated maturity, by acceleration or otherwise, and performance in full when due, of the Obligations, the Borrower:

(i) hereby creates, establishes and constitutes a first ranking mortgage on the Present Real Assets in favor of the Trustee for the ratable benefit of the Secured Parties; and

(ii) hereby (x) agrees to and, to the fullest extent permitted by Applicable Law, does create, establish and constitute a first ranking mortgage in favor of the Trustee for the ratable benefit of the Secured Parties on the Future Real Assets, upon their coming into existence and the acquisition by the Borrower of ownership of such Future Real Assets, and (y) further agrees that, to the fullest extent permitted by Applicable Law and without prejudice to the obligation of the Borrower to execute and register the Mortgage Supplements, a first ranking mortgage on the Future Real Assets shall be and is hereby automatically created, established and constituted upon the coming into existence and acquisition by the Borrower of ownership of such Future Real Assets and shall be subject to the same terms and conditions of this Agreement as are applicable to the Real Estate Mortgage on the Present Real Assets.

(b) The Real Estate Mortgage shall extend to the Borrower’s interests from time to time in any of the Real Assets or any part thereof which are not fully paid for by the Borrower at the time of their coming into existence and the acquisition by the Borrower of ownership thereof.

(c) The Real Estate Mortgage is and shall be constituted in favor of the Trustee for the ratable benefit of the Secured Parties and shall stand as security for the Obligations, which Obligations include Facilities in an aggregate principal amount of up to US$[·].

3.2 Real Assets.

The Real Assets shall consist of all of the following, including those assets identified in Schedule 1, Parts A and B:

(a) the Power Station and the Right to Use the Site, and all buildings, foundations, fixtures, structures and other improvements and immovable property constructed, acquired and/or permanently attached to or located at the Power Station, the Site, the Foreshore Area or any other part of the Project now or in the future, including any extension or additional phase of the Project;

(b) all machinery, equipment and other movable assets owned or acquired by the Borrower whether or not located at the Power Station and/or any and all other portions of the Site or the Foreshore Area (regardless of whether initially covered by the Chattel Mortgage) which are at any time in the future attached to the Present Real Assets or Future Real Assets and/or located at the Power Station, the Site, the Foreshore Area or any other part of the Project, or any extension or additional phase thereof, so as to become immovable by incorporation or by destination, i.e., by reason of their attachment to any of the Real Assets identified in Section 3.2(a);

(c) all the rights, title, interest and benefit which pertain to any other real property interest of the Borrower (including the rights of way and access thereto, and possession and use thereof); and

(d) all rights, benefits, Casualty Proceeds, indemnities and other payments received by or due to the Borrower in lieu of, or inherent to, or in connection with, and all property of every nature and description taken in exchange, substitution or replacement of any of, the rights and assets referred to in this Section 3.2.

3.3 Registration of Real Estate Mortgage; Execution of Mortgage Supplement.

(a) Promptly after the execution of this Agreement, but prior to the Initial Disbursement Date, the Borrower shall, at its own cost and expense, (i) cause the Real Estate Mortgage on the Present Real Assets to be registered with the appropriate Register of Deeds in [Name of the Country], (ii) perform such other acts, deeds, registrations, deposits and formalities necessary or advisable to give full effect to, ensure the validity and first ranking priority of, and render enforceable against the Borrower, its creditors and all third parties, such Real Estate Mortgage and this Agreement, and (iii) furnish the Trustee with evidence, satisfactory to the Trustee, that all such acts, deeds, registrations, deposits and formalities have been made and performed.

(b) Promptly after the date of execution of each Mortgage Supplement, but in no case beyond fifteen (15) Business Days from such execution, the Borrower shall, at its own cost and expense, (i) cause the Real Estate Mortgage on the Future Real Assets covered by such Mortgage Supplement to be registered with the appropriate Register of Deeds in [Name of the Country], (ii) perform such other acts, deeds, registrations, deposits and formalities necessary or advisable to give full effect to, ensure the validity and first ranking priority of, and render enforceable against the Borrower, its creditors and all third parties, such Real Estate Mortgage and Mortgage Supplement, and (iii) furnish the Trustee with evidence satisfactory to the Trustee that all such acts, deeds, registrations, deposits and formalities, as required under the preceding subsections (i) and (ii) of this Section 3.3(b) have been made and performed.

(c) Each Mortgage Supplement shall be executed and delivered in accordance with the timetable set forth in Schedule 3 and at each other time where, following the execution of a Mortgage Supplement and prior to the next date on which a Mortgage Supplement is required to be executed under Schedule 3, the Borrower shall have acquired additional Real Assets in aggregate value exceeding US$[·] (but excluding, for the avoidance of doubt, Real Assets which are automatically subject to the existing Real Estate Mortgage by reason of being affixed to or becoming incorporated into Real Assets already subject to the Real Estate Mortgage, whether or not such Chattel is subject to a Mortgage Supplement that has been executed and registered pursuant to Section 4.3(b)).

4. CHATTEL MORTGAGE

4.1 Creation of the Chattel Mortgage.

(a) As further collateral security for the payment in full in cash when due, whether at stated maturity, by acceleration or otherwise, and performance in full when due, of the Obligations to the extent set forth in Section 4.1(c) the Borrower:

(i) hereby creates, establishes and constitutes a first ranking mortgage on the Present Chattel in favor of the Trustee for the ratable benefit of the Secured Parties; and

(ii) hereby (x) agrees to and, to the fullest extent permitted by Applicable Law, does create, establish and constitute a first ranking mortgage in favor of the Trustee for the ratable benefit of the Secured Parties on the Future Chattel, upon the coming into existence and acquisition by the Borrower of ownership of such Future Chattel, and (y) further agrees that, to the fullest extent permitted by Applicable Law and without prejudice to the obligation of the Borrower to execute and register the Mortgage Supplements, a first ranking mortgage on the Future Chattel shall be and is hereby automatically created, established and constituted upon the coming into existence and acquisition by the Borrower of ownership of such Future Chattel and shall be subject to the same terms and conditions of this Agreement as are applicable to the Chattel Mortgage on the Present Chattel.

(b) The Chattel Mortgage shall extend to the Borrower’s interests from time to time in any of the Chattel or any parts thereof which are not fully paid for by the Borrower at the time of their coming into existence and the acquisition by the Borrower of ownership thereof.

(c) The Chattel Mortgage is and shall be constituted in favor of the Trustee for the ratable benefit of the Secured Parties and shall stand as security for the Obligations in an aggregate principal amount of up to US$[·].

4.2 The Chattel.

The Chattel shall consist of all of the following, including those assets identified in Schedule 2, Parts A and B:

(a) all machinery, equipment, vehicles, tools, furniture, computers and other movable assets, and all spare parts, supplies, construction materials, inventories (including raw materials, works in process, and finished inventory) and stocks, as well as any and all additions, replacements and substitutions thereof, acquired or used in connection with the Power Station, the Site or the Foreshore Area or otherwise related thereto, together with all attachments, component parts, equipment and accessories installed thereon or affixed thereto, regardless of where the same are used or located;

(b) to the extent that these are not effectively assigned in accordance with and pursuant to the Assignment and Security Agreement, the Assigned Revenues and all of Borrower’s right, title and interest in, to, and under the Project Documents;

(c) all assets of the Borrower located at the Site or the Foreshore Area or otherwise constituting a part of the Power Station or the Project, including any extension or additional phase thereof, which for any reason are not covered or coverable under the Real Estate Mortgage;

(d) all machinery, equipment, and other assets located at the Site or the Foreshore Area or otherwise constituting a part of the Power Station or the Project, which are covered by the Real Estate Mortgage, but are at any time in the future, for any reason, dismantled or removed and become mobilized;

(e) to the extent that these are not effectively assigned in accordance with and pursuant to the Assignment and Security Agreement, all of the Borrower’s right, title and interest in and to: (i) all Project Cash Flow, (ii) all other proceeds from any Project Document, including liquidated damages, insurance claims, warranties, guarantees (including the Construction Guarantee) and sales of assets and other cash inflows, (iii) all rights of the Borrower to receive the proceeds of any performance security or guarantee required in connection with the Project Documents, (iv) all Casualty Proceeds, (v) without limiting the generality of clause (ii), all amounts payable by CCC, the [·] and/or the [·] in connection with any Buyout Notice given under or termination of the ECA and all amounts payable by any other party to a Project Document in respect of the termination or repudiation of such document, (vi) all manufacturers’ and sub-contractors’ warranties with respect to the Power Station and the Supply and Construction Contracts to the extent of the Borrower’s interest therein, and (vii) any other rights of the Borrower in the Project, including any rights pursuant to any Government Approvals granted in connection with the Project;

(f) to the extent that these are not effectively assigned in accordance with and pursuant to the Assignment and Security Agreement, all applicable insurance policies and proceeds therefrom;

(g) to the extent that these are not effectively assigned in accordance with and pursuant to the Assignment and Security Agreement, all amounts maintained in the Project Accounts and all cash, securities, instruments and other cash equivalents deposited in or required to be deposited in, and rights of the Borrower with respect to, the Project Accounts;

(h) the Right to Use the Site, if for any reason it ceases to be real property or to be covered under the Real Estate Mortgage;

(i) all chattel whether now owned by the Borrower or hereafter acquired, in replacement of or substitution for any of the property referred to in Section 4.2(a), 4.2(b), 4.2(c), 4.2(d), 4.2(e), 4.2(f), 4.2(g), or 4.2(h); and

(j) all rights, benefits, Casualty Proceeds, indemnities and other payments received by or due to the Borrower in lieu of, or inherent to, or in connection with any of the rights or assets referred to in Section 4.2(a), 4.2(b), 4.2(c), 4.2(d), 4.2(e), 4.2(f), 4.2(g), 4.2(h) or 4.2(i).

4.3 Registration of the Chattel Mortgage; Execution of Mortgage Supplement.

(a) Promptly after the execution of this Agreement but prior to the Initial Disbursement Date, the Borrower shall, at its own cost and expense, (i) cause the Chattel Mortgage on the Present Chattel to be registered with the Chattel Mortgage Registries of the Registers of Deeds in [Name of the City] and [Name of the City] and at such other places in [Name of the Country] as may hereafter be required and, where necessary or advisable to give full effect to, ensure the validity and first ranking priority of, or render enforceable against the Borrower, its creditors and all third parties, such Chattel Mortgage and this Agreement, also with the appropriate [Name of the Office] in [Name of the Country], (ii) perform such other acts, deeds, registrations, deposits and formalities necessary or advisable to give full effect to, ensure the validity and first ranking priority of, and render enforceable against the Borrower, its creditors and all third parties, such Chattel Mortgage and this Agreement, and (iii) furnish the Trustee with evidence, satisfactory to the Trustee, that all such acts, deeds, registrations, deposits and formalities, as required under the preceding subsections (i) and (ii) of this Section 4.3(a), have been made and performed.

(b) Promptly after the date of execution of each Mortgage Supplement, but in no case beyond [·] Business Days after such execution, the Borrower shall, at its own cost and expense, (i) cause the Chattel Mortgage on the Future Chattel covered by such Mortgage Supplement to be registered with the Chattel Mortgage Registries of the Registers of Deeds in [Name of the City] and [Name of the City] and at such others places in [Name of the Country] as may hereafter be required and, where necessary or advisable to give full effect to, ensure the validity and first ranking priority of, or render enforceable against the Borrower, its creditors and all third parties, such Chattel Mortgage and the Mortgage Supplements, also with the appropriate [Name of the Office] in [Name of the Country], (ii) perform such other acts, deeds, registrations, deposits and formalities necessary or advisable to give full effect to, ensure the validity and first ranking priority of, and render enforceable against the Borrower, its creditors and all third parties, such Chattel Mortgage and the Mortgage Supplements, and (iii) furnish the Trustee with evidence, satisfactory to the Trustee, that all such acts, deeds, registrations, deposits and formalities, as required under the preceding subsections (i) and (ii) of this Section 4.3(b), have been made and performed.

(c) Each Mortgage Supplement shall be executed and delivered in accordance with the timetable set forth in Schedule 3, and at each other time, where following the execution of a Mortgage Supplement, and prior to the next date on which a Mortgage Supplement is required to be executed under Schedule 3, the Borrower shall have acquired additional Chattel with an aggregate value exceeding US$[·] (but excluding such acquired Chattel which has been attached to or incorporated into Real Assets during such period).

4.4 The Security Documents.

The Borrower and the Trustee (i) acknowledge the existence of the Assignment and Security Agreement and (ii) agree that the Assignment and Security Agreement is intended by them to be in all respects valid, binding and enforceable under the Applicable Laws of [Name of the Country]. The Borrower and Trustee further agree that, should a court in [Name of the Country] for any reason determine that, notwithstanding the terms and conditions of the Assignment and Security Agreement and the agreement of the parties in the preceding clause (ii), the Assignment and Security Agreement is not valid, binding and enforceable in accordance with its terms under the Applicable Laws of [Name of the Country] with respect to the Assigned Revenues, and does not effect an absolute assignment of the Assigned Revenues that is recognized or recognizable in [Name of the Country], then the Assigned Revenues shall be included as Chattel and subject to the Chattel Mortgage that the Borrower grants to the Trustee under Section 4.1(a). To the extent that Assigned Revenues are included as Chattel in Sections 4.2(b), 4.2(e), 4.2(f) and 4.2(g) it is agreed that for the avoidance of any possible doubt the parties intend (without in any way limiting the recognition in any other jurisdiction of the assignment of the Assigned Revenues effected by the Assignment and Security Agreement or (in any event) any other provisions of the Assignment and Security Agreement) to create security in such Chattel which is valid, binding and enforceable in accordance with its terms under Applicable Laws of [Name of the Country], but notwithstanding such inclusion or anything in this Agreement to the contrary, if the assignment of the Assigned Revenues under the Assignment and Security Agreement is recognized in [Name of the Country], the Assigned Revenues shall not constitute Chattel for purposes of this Agreement.

4.5 Certain Rights and Obligations of Secured Parties.

(a) Notwithstanding any provision contained in this Agreement to the contrary, (i) the Borrower shall remain liable under each document, instrument and agreement, including the Project Documents and the Contracts (as defined in the Assignment and Security Agreement), evidencing the Assigned Revenues or otherwise included in the Assets to the extent set forth therein, and shall perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Trustee of any of the rights, powers, remedies or privileges conferred upon it under this Agreement shall not release the Borrower from any of its duties or obligations under any such document, instrument or agreement and (iii) neither the Trustee nor any other Secured Party shall have any obligations or liability under any such document, instrument or agreement by reason of this Agreement or any action that it takes hereunder (including by exercising its rights hereunder to attempt to cure a default by the Borrower under any such document, instrument or agreement), nor shall the Trustee or any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder, or to take any action to collect or enforce any claim for payment assigned hereunder.

(b) Without prejudice to the generality of Sections 4.2(b), 4.2(e), and 4.2(f), the right, title, interest and benefit in and to the Project Documents mortgaged under this Agreement include:

(i) the benefit of any representations, warranties, indemnities and other payment obligations under the Project Documents;

(ii) the right (but not the obligation) to perform and observe, and to compel the performance and observance of, any provision of the Project Documents;

(iii) the right to receive any amounts which at any time may become due or payable to the Borrower under the Project Documents (including all receivables arising thereunder, but excluding the Assigned Revenues to the extent that these are effectively assigned in accordance with and pursuant to the Assignment and Security Agreement), and to make any demands thereunder;

(iv) any claims of the Borrower for damages at any time arising in respect of any breach of the Project Documents; and

(v) the right to agree to the termination of any of the Project Documents or to any amendment to, or waiver of, any of the terms and conditions thereof.

5. COVENANTS AND UNDERTAKINGS OF THE BORROWER

5.1 Execution and Registration of Deeds in General.

In consideration of the express intention of the parties hereto that the Mortgages shall cover all the Assets of the Borrower, whether such Assets now exist or at any time hereafter come into existence and are now or at any time hereafter acquired by the Borrower whether any such later acquisition is by way of addition thereto or substitution of any component part thereof, together with all rights and interests of the Borrower therein, and in addition to the covenants of the Borrower set forth in the other Transaction Documents, which are incorporated herein by this reference, and elsewhere in this Agreement, the Borrower covenants and agrees with the Trustee for the benefit of the Secured Parties that until all Obligations have been indefeasibly paid and performed in full and all Commitments have been terminated it shall, from time to time and at its own cost and expense:

(a) execute, deliver and register such mortgages, deeds and assurances, including Mortgage Supplements, satisfactory to the Trustee, as may be necessary or advisable or, without prejudice to the obligation of the Borrower to do so without being required by the Trustee, as requested by the Trustee, for the purpose of mortgaging (with first ranking priority), conveying and/or transferring to the Trustee for the ratable benefit of the Secured Parties, any Assets hereafter coming into existence or acquired by the Borrower upon the terms, provisions and conditions of this Agreement and otherwise as fully and completely to all legal intents and purposes as if owned by the Borrower on the date of execution hereof and specifically described herein;

(b) execute, deliver and register such renewals, amendments, supplements and instruments, including Mortgage Supplements, satisfactory to the Trustee, as may be necessary, advisable or, without prejudice to the obligation of the Borrower to do so without being required by the Trustee, as required by the Trustee, for the purpose of perfecting, confirming and/or maintaining the validity, first priority and enforceability of the Real Estate Mortgage and the Chattel Mortgage; and

(c) deliver to the Trustee, in connection with the registration of each Mortgage Supplement pursuant to Sections 3.3(b) or 4.3(b), a legal opinion or opinions, in form and substance and from counsel satisfactory to the Trustee, confirming the validity, priority and enforceability of the Mortgages as supplemented by the Mortgage Supplements, and such other matters incident to the Mortgages and the Mortgage Supplements as the Trustee shall request.

5.2 Affirmative Covenants.

In addition to the covenants of the Borrower set forth in the other Transaction Documents, which are incorporated herein by this reference, and elsewhere in this Agreement, the Borrower covenants and agrees as follows with the Trustee for the benefit of the Secured Parties until all Obligations have been indefeasibly paid and performed in full and all Commitments have been terminated:

(a) Maintenance of Priority. The Borrower shall at all times and at its own cost and expense, keep and maintain the Mortgages as a first priority Lien over its Assets, subject to no prior Lien other than Permitted Liens.

(b) Information and Inspection. The Borrower shall promptly furnish to the Trustee such information as the Trustee may from time to time request, and permit upon reasonable prior written notice from the Trustee or any Secured Party, and at reasonable times representatives of the Trustee or such Secured Party to visit and inspect any of the Assets or any of the premises where any of the Assets may be located as required by the Trustee to exercise and enforce to the fullest extent its rights and remedies hereunder; provided, however, that the requirement to provide notice hereunder shall not delay the exercise of or otherwise prejudice any remedies that the Trustee or the Secured Parties may have under this Agreement or otherwise upon the occurrence of an Event of Default.

(c) Defense of Title and Possession. The Borrower shall, at its own cost and expense, (i) warrant and defend its title to, interest in and/or possession of the Assets against the claims and demands of all Persons whomsoever, except the rightful claims of the Secured Parties pursuant to this Agreement, (ii) defend the Trustee’s and Secured Parties’ interest in the Assets against the claims and demands of all other Persons, and appear in and defend any action, suit or proceeding which may affect its title to the Assets or the Trustee’s or the Secured Parties’ interest in the Assets, and (iii) promptly and in any case within [·] Business Days after it or any of its officers or representatives obtains knowledge of any litigation or governmental proceedings which could materially and adversely affect the Assets or which could have a Material Adverse Effect, inform the Trustee of such litigation or proceedings, giving full details thereof, and at its own cost and expense, diligently make all defenses and take all actions to protect its rights over the Assets and those of the Secured Parties hereunder.

(d) Taxes. The Borrower shall pay or arrange for payment prior to delinquency of all Taxes and all other charges now or hereafter imposed upon, relating to or affecting any of the Assets, either by reason of the execution, issue, delivery, registration, notarization, perfection, performance, or for the legality, validity or enforceability, of this Agreement, the Mortgages or the Mortgage Supplements or otherwise, except as otherwise permitted by Section 7.14 of the Common Agreement.

(e) Appraisal. At its own cost and expense, the Borrower shall cause the Assets to be appraised by an independent appraiser acceptable to the Trustee within [·] days from the date of this Agreement, and at least once each year on every anniversary of this Agreement (unless sooner requested by the Trustee), and promptly after every such appraisal provide the Trustee with a copy of the appraisal report.

5.3 Negative Covenants.

(a) Demolition, Alteration of Assets. It shall not demolish or permit to be demolished any building, fixture or installation, or make or permit to be made any alteration or substitution in respect of any of its tangible Assets (except for such alterations or substitutions made in the ordinary course of the construction, operation and maintenance of the Power Station that do not impair the construction, operation or maintenance of the Power Station or substantially impair or reduce the value of the Assets) or cause or allow its tangible Assets to be misused, wasted or to deteriorate or do or permit to be done upon its Assets anything which would in any manner impair or reduce the value of its Assets or the security created and established by virtue of this Agreement.

(b) Removal and Transfer of Assets. It shall not remove or transfer, or permit to be removed or transferred, otherwise than in the ordinary course of business, any of the tangible Assets from the premises where it was installed, situated or used, as the case may be, at the time of the establishment of the Lien thereon in accordance herewith or from the place where it was intended to be installed, situated or used, as the case may be, at the time of the purchase or acquisition of ownership thereof by the Borrower.

(c) Improper Use. It shall not use or permit to be used any of the Assets otherwise than for the intended purpose thereof in the construction, operation and maintenance of the Power Station.

(d) Liens. It shall not, and shall not agree to, (i) create, incur the creation of, assume, suffer to exist or permit any Lien upon or with respect to any of the Assets, except for the Liens granted pursuant hereto and other Permitted Liens, nor (ii) sell, assign, transfer, convey, set over, surrender or otherwise dispose of, or grant any right or interest with respect to, any of the Assets, except as permitted by Section 8.5 of the Common Agreement.

(e) Defective Insurance. It shall not obtain any insurance on the Assets otherwise than as required pursuant to the Common Agreement, or settle, compromise and liquidate any claims relating to any insurance contract then in existence with respect to the Assets other than in accordance with the Common Agreement.

(f) Exercise of Rights. It shall do nothing to impair the rights of the Trustee or the Secured Parties in the Assets; provided, however, that nothing in this Section 5.3(f) shall prevent the Borrower, prior to the exercise by the Trustee of any such rights, from undertaking the Borrower’s operations in the ordinary course of business. The Borrower assumes all liability and responsibility in connection with the Assets, and the liability of the Borrower with respect to the Obligations shall in no way be affected or diminished by reason of the fact that such Assets may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to the Borrower.

6. RIGHTS AND REMEDIES OF THE SECURED PARTIES

6.1 Right to Act for the Borrower in General.

Without prejudice to any other rights and remedies that the Trustee or any Secured Party may have hereunder, under any other Financing Document or under any Applicable Law, if at any time the Borrower fails to perform any of its obligations under this Agreement, the Trustee shall have the right, but not the obligation, to do or cause to be done at the cost and expense of the Borrower such acts and things which are otherwise to be done by the Borrower hereunder and otherwise to take or cause to be taken such actions and measures as the Trustee shall deem necessary or advisable to protect the rights of the Secured Parties hereunder and preserve the value of the Assets and the Mortgages and the validity, perfection and priority of the security interest in favor of the Trustee and the other Secured Parties under this Agreement. For the purpose hereof, and without limiting the generality of the foregoing, and subject to the terms and conditions herein stated, the Trustee shall have the rights set forth below.

(a) Without limiting the appointments set forth in Section 6.2(b), 6.3(b) or 7.1, the Trustee (or any nominee or agent it designates) shall have the right, in the name of the Borrower, or in its own name or that of a nominee or agent it designates, without notice to or assent by the Borrower, and the Borrower hereby constitutes and irrevocably appoints the Trustee (and any nominee or agent it designates) as the Borrower’s true and lawful attorney-in-fact, with right of substitution and full power and authority, and without need for further authorization from the Borrower, to (i) execute and deliver mortgages, mortgage supplements and other agreements relating thereto and take any other necessary action in order to mortgage in the name of the Borrower, on its behalf, any Future Chattel or Future Real Assets or any property or assets hereafter acquired by the Borrower or received by the Borrower in replacement, substitution or exchange of any of the Assets, and to cause the registration of the Mortgages and the Mortgage Supplements with the appropriate Registers of Deeds, [Name of the Office], and other appropriate Government Authorities in [Name of the Country], (ii) exercise any of the rights of the Borrower arising under or in connection with the Project Documents; (iii) assign, execute, deliver and register in the name and on behalf of the Borrower, such other contracts or agreements entered into by the Borrower in novation, amendment, supplement, substitution or exchange of any of the Project Documents; (iv) cause compliance, or remedy any non-compliance, with any of the covenants and undertakings contained in Article 5 or otherwise under this Agreement; and (v) in general, to do or cause to be done all such acts and things which are otherwise required to be done by the Borrower under this Agreement for this purpose.

(b) The Trustee shall, in the exercise of its rights and remedies hereunder, have the right, but not the obligation, to advance such sums of money as are necessary to give full effect to the provisions of the preceding paragraph and interest shall accrue on any such sums so advanced by the Trustee, from the time so advanced until fully paid by the Borrower, at the Default Rate. Any such sums so advanced with interest thereon as aforesaid shall, within [·] Business Days after written demand, be paid to or as directed by the Trustee, and shall be deemed to be secured by the Mortgages and form part of the Obligations.

6.2 Rights in Eminent Domain.

(a) In the event that any Government Authority of [Name of the Country] or any other Person duly authorized by Applicable Law to acquire property by eminent domain or any other Person acting at the direction or on the orders of any such Person shall condemn, nationalize, seize, confiscate, compulsorily acquire, requisition or otherwise expropriate the title to or use of any of the Assets, then (i) all sums of money paid and payable to the Borrower on account or in consideration of any such condemnation, nationalization, seizure, confiscation, compulsory acquisition, requisition or expropriation of the Assets or any part thereof shall be paid over or delivered to the Trustee for application in accordance with the Financing Documents, and (ii) all rights and benefits accruing to the Borrower, or any movable or immovable assets given in exchange for the Assets so condemned, nationalized, seized, confiscated, compulsorily acquired, requisitioned or expropriated shall be deemed part of the Assets and covered by the Mortgages. This Section shall be without prejudice to any other rights and remedies that the Trustee may have hereunder, under any other Financing Document or under any Applicable Law.

(b) Without limiting the appointments set forth in Section 6.1(a), 6.3(b) or 7.1, the Trustee (or any nominee or agent designated by it) shall have the right, in the name of the Borrower, or in the name of the Trustee or that of a nominee or agent designated by the Trustee, without notice to or assent by the Borrower, and the Borrower hereby constitutes and irrevocably appoints the Trustee (and any nominee or agent designated by it) as the Borrower’s true and lawful attorney-in-fact, with right of substitution and full power and authority, and without need for further authorization from the Borrower, to collect and receive any such monies and/or assets as may become due and payable or deliverable pursuant to the provisions of Section 6.2(a).

(c) The Borrower hereby agrees and undertakes not to agree to any settlement or any compensation whatsoever in lieu of condemnation, nationalization, seizure, confiscation, compulsory acquisition, requisition or expropriation of any of the Assets other than with the prior written consent of the Trustee.

(d) If for any reason and notwithstanding the provisions of Section 6.2(b), any such monies, rights, benefits and/or assets are directly received by the Borrower or any other party on behalf of the Borrower, the Borrower shall hold or cause the same to be held for the Trustee on behalf of the Secured Parties in trust, as security for the payment of the Obligations and promptly thereafter, and without prejudice to any other rights and remedies that the Trustee or any of the other Secured Parties may have hereunder, under any other Financing Document or under any Applicable Law, deliver or cause to be delivered the same to the Trustee and, in the case of monies, for application in accordance with the Financing Documents.

6.3 Rights upon Cancellation.

(a) In the event that any of the Project Documents is cancelled, rescinded, or declared null and void, then without prejudice to any other right or remedy of the Trustee or the Secured Parties provided for herein, in the other Financing Documents or under Applicable Law (i) all sums of money paid or payable to the Borrower on account of or as compensation for any such cancellation, rescission or nullification shall be paid to the Trustee for application in accordance with the Financing Documents; and (ii) all rights and benefits accruing to the Borrower or any movable or immovable assets given as compensation for such cancellation, rescission or nullification shall be turned over to the Trustee and held as security for the payment of the Obligations.

(b) Without limiting the appointments set forth in Section 6.1(a), 6.2(b) or 7.1, the Trustee (or any nominee or agent designated by it) shall have the right, in the name of the Borrower, or the name of the Trustee or that of a nominee or agent designated by the Trustee, without notice to or assent by the Borrower, and the Borrower hereby constitutes and irrevocably appoints the Trustee (and any nominee or agent designated by it) as the Borrower’s true and lawful attorney-in-fact, with right of substitution and full power and authority, and without need for further authorization from the Borrower, to collect and receive any such monies and/or assets as may become due and payable or deliverable pursuant to the provisions of Section 6.3(a).

6.4 Unauthorized Sale and other Disposition of Assets.

(a) To the extent permitted by Applicable Law, if notwithstanding the provisions of Section 5.3(d) or of any other provision of any Financing Document, any of the Assets shall be sold, assigned, transferred, alienated, leased or in any other manner disposed of otherwise than with the prior written consent of the Trustee, any third party who may have acquired title to or possession of any such Assets shall be deemed not to have acquired the same in good faith. Accordingly, and without prejudice to any other rights and remedies that the Trustee or any Secured Party may have hereunder, under any other Financing Document or under any Applicable Law, and to the extent permitted under Applicable Law under the circumstances, the relevant Assets may be repossessed, at the cost and expense of the Borrower, by the Trustee for the ratable benefit of the Secured Parties or, at the request of the Trustee, shall be repossessed by the Borrower, at its cost and expense, free from any Liens whatsoever other than Permitted Liens.

(b) The Real Estate Mortgage and the Chattel Mortgage shall continue in full force and effect under the terms and conditions hereof until all Obligations have been indefeasibly paid and performed in full and all Commitments have been terminated, notwithstanding any unauthorized sale, assignment, transfer, alienation, lease or other disposition of any Asset.

6.5 Unauthorized Liens.

If notwithstanding the provisions of Section 5.3(d), the Borrower shall create or permit to exist any Lien, except the Permitted Liens, on any of its Assets, the same shall, without prejudice to any rights and remedies that the Trustee or any Secured Party may have hereunder, under any other Financing Document or under any Applicable Law, be and remain junior in rank to the Mortgages hereby created until all Obligations have been indefeasibly paid and performed in full and all Commitments have been terminated, notwithstanding any extension of the term or amendment and modification of any of the terms, provisions and conditions hereof and notwithstanding any additional mortgages or other Liens at any time created as security for the same amounts hereby secured or any other amounts at a later date advanced by any Secured Party to the Borrower, all of which shall be and at all times remain a first ranking and senior security interest in relation to such Lien created or permitted by the Borrower.

6.6 Loss or Damage of Assets.

If at any time while any of the Obligations remain outstanding, a Casualty Event occurs, the Borrower and the Secured Parties shall have the obligations, rights and remedies set forth in the Common Agreement, including Section 7.18 thereof, and the other Financing Documents. If at any time while any of the Obligations remain outstanding, any of the Assets are lost or damaged beyond repair or for whatever reason suffer a depreciation in value beyond normal wear and tear, but such loss, damage or depreciation does not constitute a Casualty Event, the Borrower shall, subject to its receipt of any relevant insurance proceeds, promptly replace or repair such Assets or restore their value or, if so agreed by the Trustee, furnish additional security in lieu thereof in such form, of such value and upon such terms and conditions as are satisfactory to the Trustee. Any of the Assets which the Borrower at any time fails to produce on demand of the Trustee may be deemed by the Trustee as lost or damaged beyond repair for the purposes hereof.

6.7 Rights in Defective Insurance.

The Borrower and the Trustee agree that in the event that any insurance whatsoever is taken by the Borrower with respect to the Assets otherwise than as required under the Common Agreement, or not properly endorsed to the Trustee as the sole loss payee or beneficiary in accordance with Section 7.18 and Schedule 7.18 of the Common Agreement, or not made upon the terms required in the Common Agreement, such insurance shall, to the extent permitted by Applicable Law, and to the extent not already assigned to the Trustee under Section 2.4 of the Assignment and Security Agreement, be assigned to the Trustee for the benefit of the Secured Parties with the right to make, settle, compromise and liquidate any and all claims thereunder, without prejudice to the exercise of any other rights, remedies, powers and privileges that the Trustee or any other Secured Party may have under any of the other Transaction Documents, at law, in equity or otherwise.

6.8 Default; Remedies.

(a) Events of Default; Foreclosure. Upon the occurrence and during the continuance of an Event of Default, that has not been waived in accordance with the Financing Documents, the Trustee shall have (i) all the rights and remedies available to it under this Agreement and the other Financing Documents with respect thereto; and (ii) the right to immediately commence proceedings to foreclose upon the Real Estate Mortgage or the Chattel Mortgage or both, and such foreclosure may be carried out, at the option of the Trustee, either judicially or extra-judicially under Act No. [·] and/or Act. No. [·] and/or Rule [·] of the Rules of Court.

(b) Delivery of Possession of Assets. Promptly upon receipt of notification that foreclosure proceedings have been commenced, the Borrower shall turn over possession of its Assets being foreclosed upon to the Trustee, or as the Trustee shall otherwise direct; provided, however, that the Borrower shall, at its own cost and expense, deliver possession of the Chattel to the Trustee or as the Trustee may otherwise direct, at the place designated by the Trustee or as otherwise directed by the Trustee or its duly authorized representatives; and provided, further, that if the Borrower shall fail to turn over possession of any of its Assets as required under this Section 6.8(b), the Trustee shall be entitled and authorized to the fullest extent permitted by Applicable Law to repossess the same wherever they may be located by whichever means the Trustee shall determine and, to enter for that purpose any premises where such Assets may be located and transport them, at the cost and expense of the Borrower, to the place otherwise determined by the Trustee for turning over possession thereof.

(c) Waiver of Benefits in General. The Borrower agrees, to the fullest extent permitted by Applicable Law, that neither it nor anyone claiming through or under it, will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension, period, redemption, or any other benefit under any Applicable Law in any locality where any property or Asset subject to the Lien hereof may be situated, in order to prevent, hinder or delay the enforcement or foreclosure of the Mortgages pursuant to this Agreement, or the absolute sale of the Assets or any part thereof, or the final and absolute transfer or possession thereof, immediately after such sale, to the purchasers of any such Assets; and the Borrower for itself and all who may at any time claim through or under it, hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, the benefit of all such Applicable Laws.

(d) Foreclosure Sale. In the event of a foreclosure under the Real Estate Mortgage, the Chattel Mortgage, or both, the relevant Assets may be sold individually, in groups, or as a whole lot, at the option of the party conducting the sale. The foreclosure may be conducted judicially or extra-judicially, and may be conducted by a sheriff or notary public through an auction, or, if a direct sale is permitted by Applicable Law, then by a sheriff, notary public, or any Secured Party or its duly appointed representative (including the Trustee).

6.9 Waiver of Redemption Right.

The Borrower for itself and all who may at any time claim through or under it, hereby irrevocably and unconditionally waives and relinquishes, to the fullest extent permitted by Applicable Law, all rights, present and future, that it may have under Applicable Law or otherwise to redeem any of the Assets that may have been sold, whether in a judicial or extra-judicial foreclosure, and whether the sale took place at public auction or was a direct sale.

6.10 Limits of Responsibility.

The Trustee’s and each other Secured Party’s sole duty with respect to the custody, safekeeping and physical preservation of any of the Assets in its possession shall be to deal with such Assets in the same manner as such Person deals with similar property for its own account. Neither the Trustee nor any other Secured Party, nor their respective directors, officers, employees or agents, shall (a) be liable for failure to demand, collect or realize upon any of the Assets or for any delay in doing so, except as provided in Section 10.6.1 and Section 11.3.8 of the Common Agreement, (b) be under any obligation to sell or otherwise dispose of any of the Assets upon the request of the Borrower or any other Person or (c) be under any obligation to take any other action whatsoever with regard to the Assets or any part thereof (and nothing herein shall be deemed to be a consent by the Trustee or any other Secured Party to a delegation by the Borrower of any obligations and duties with respect to any Assets). The rights of the Trustee and the other Secured Parties hereunder shall not be conditioned or contingent upon the pursuit by the Trustee or any other Secured Party of any right, power, remedy or privilege against the Borrower or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee thereof or right to offset with respect thereto. Neither the Trustee nor any other Secured Party shall have any obligation to exercise any of its rights, powers, remedies or privileges under this Agreement.

7. POWER OF ATTORNEY

7.1 Appointment and Authority of Attorney-in-fact.

Without limiting the appointments set forth in Section 6.1(a), 6.2(b) or 6.3(b), the Trustee (or any nominee or agent designated by it) shall have the right, in the name of the Borrower, or in the name of the Trustee or of a nominee or agent designated by the Trustee, without notice to or assent by the Borrower, and the Borrower hereby constitutes and irrevocably appoints the Trustee (and any nominee or agent designated by it) as the Borrower’s true and lawful attorney-in-fact, with right of substitution and full power and authority, and without need for further authorization from the Borrower, (i) to establish, perfect, protect and preserve the Liens (and priority thereof) intended to be created by this Agreement and (ii) upon the occurrence and for so long as such Event of Default is continuing and has not been waived in accordance with the provisions of the Financing Documents, to exercise its rights, remedies, powers and privileges under this Agreement, including:

(a) Sale of Assets. to effect the sale of any of the Assets in one or more transactions, in accordance with Act No. [·] and/or Act No. [·] and/or Rule [·] of the Rules of Court, and, to the extent permitted by Applicable Law, in such other manner as may be determined by such attorney-in-fact, including the direct sale without public auction of any such Assets at such price, and upon such terms as may be determined by such attorney-in-fact;

(b) Entry on Premises. to enter onto property where any of the Assets are located in order to take possession thereof with or without judicial process;

(c) Possession and Transport of Assets. to take and retain actual possession and control of any such Assets as receiver without bond or otherwise, and transport any of it to any location as determined by such attorney-in-fact;

(d) Repairs, Improvements. to make any other repairs, additions and improvements on and to the Assets at the cost and expense of the Borrower as such attorney-in-fact shall deem proper or necessary;

(e) Administration of Assets. to administer, manage and use any of the Assets;

(f) Conclusion of Agreements. to negotiate, conclude, enforce or prosecute the rights under, or to terminate, any agreement and collect any monies under such agreements or otherwise due to the Borrower in respect of, or generated through the usage of, any of the Assets;

(g) Signing and Filing of Other Documents. to execute, deliver, file and record any and all endorsement, allonges, assignments and other transfer documents, financing statements, instruments, notices and other writings;

(h) Exercise of Rights. to exercise any of the rights of the Borrower arising under or in connection with the Project Documents, this Agreement, the Mortgages and the Assets and to designate or delegate to another Person, in substitution for such attorney-in-fact, the exercise of such rights of the Borrower, under such terms as such attorney-in-fact deems proper or necessary;

(i) Collection of Monies. to collect, claim and receive all monies and avail of all benefits that accrue, and that may become due and payable to the Borrower under the Project Documents, this Agreement, the Mortgages and the Assets and to ask, demand, collect, receive and give acquittances and receipts for any and all money, claims and other amounts due and to become due in respect of any Assets, and to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of money due in respect of any Assets and to hold the same as security for the timely payment and discharge of the Obligations;

(j) Institution of Suits. to file any claim, institute or maintain any suit, action or other proceeding in any court of law or equity or in arbitration or otherwise or take any other action deemed appropriate by such attorney in fact for the purpose of collecting any and all money due in respect of any Assets, enforcing any other right in respect of any Assets, preventing any impairment of the Assets, or preserving and protecting the interest of the Secured Parties therein;

(k) Defense. to defend any suit, claim, action or other proceeding brought against the Borrower with respect to any Assets;

(l) Settlement. to settle, compromise or adjust any suit, claim, action or other proceeding described in Section 7.1(j) or Section 7.1(k) and, in connection therewith, give such discharges or releases as such attorney in fact may deem appropriate;

(m) Execution of Deed of Sale. to execute and deliver such deeds of conveyance or sale as may be necessary or proper for the purpose of conveying full legal and equitable title and ownership, free from any claims and rights of the Borrower, to any of the Assets;

(n) Instructions to Obligors. to notify Persons liable to the Borrower with respect to any of the Assets of the mortgage and grant of security interests under this Agreement, instructing any or all of them to pay all monies due and owing thereunder to the Borrower from time to time to such of the Project Accounts as are designated in the notice;

(o) Execution and Registration of Mortgage. to execute and deliver in the name of the Borrower, and on its behalf, mortgages (in substantially the form of the Mortgage Supplement) on the property or assets hereafter acquired by the Borrower or received by the Borrower in replacement, substitution or exchange of any of the Assets; and

(p) Other Acts. in general, to enter into such agreements and documents and perform such acts and things as are required, necessary or, in the opinion of such attorney-in-fact, advisable, to fully accomplish the purposes of this Agreement.

7.2 Event of Default; Borrower’s Abstention.

Upon the occurrence and during the continuance of any Event of Default that has not been waived in accordance with the Financing Documents, the Borrower shall abstain from exercising any rights under any of the Transaction Documents which shall be inconsistent with the exercise of the rights, powers, remedies, privileges and functions granted in this Agreement to the Trustee as the Borrower’s attorney in fact, including abstaining from collecting, claiming and receiving any Assigned Revenues; provided, however, that nothing in this Section 7.2 shall prevent the Borrower from, prior to the exercise by the Trustee of any such rights, powers, remedies, privileges and functions, undertaking the Borrower’s operations in the ordinary course of business in accordance with the Financing Documents. To the extent that the Borrower shall receive any monies in respect of any of the Assets in contravention of the provisions of this Section 7.2, it shall be deemed to have received such funds for the account of the Secured Parties and shall hold the same in trust and promptly pay the same to the Trustee for the ratable benefit of the Secured Parties or as the Trustee may otherwise direct from time to time.

7.3 Expenses of Attorney-in-Fact.

All costs, expenses, charges and fees paid or incurred by the Trustee (or any nominee or agent appointed by it) or any other Secured Party in the exercise of any of the powers herein granted shall be for the account of the Borrower, and the Borrower undertakes within [•] Business Days after written demand to reimburse the Trustee, the other Secured Parties and/or their respective agents, representatives, successors and assigns, as the case may be, for any and all monies paid by any of them with interest thereon calculated at the rate per annum equal to the Default Rate from the date that is [·] Business Days from the date the same shall have been demanded by any such Person until paid by the Borrower; provided, that the relevant Secured Party shall provide to the Borrower documentation evidencing such costs and expenses to the extent that the provision of such documentation would be consistent with such Secured Party’s internal policies for reimbursing costs and expenses of a similar nature. Any such sums so advanced with interest thereon shall be deemed to be secured by the Mortgages and form part of the Obligations.

8. MISCELLANEOUS PROVISIONS

8.1 Payment of Expenses.

Without prejudice to the provisions of Section 7.3, all costs and expenses of the Trustee and the other Secured Parties shall be paid in accordance with Section 11.1 of the Common Agreement.

8.2 License to Use Intellectual Property.

The Borrower hereby grants to the Trustee an irrevocable, non-exclusive, transferable, royalty-free license, with the right to grant sublicenses, under any and all rights with respect to Intellectual Property (as defined in the Assignment and Security Agreement) now owned or hereafter acquired by the Borrower or which the Borrower now or may hereafter have the right to license for the purpose of exercising its rights, remedies, powers and privileges hereunder at such time such as it shall be lawfully entitled to exercise such rights, remedies, powers and privileges, and for no other purpose. The Borrower agrees that in order to enable the Trustee to exercise such license rights, it shall provide to the Trustee reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.

8.3 Continuing Security; Independent Security; Deficiency.

(a) This Agreement shall create a continuing security interest in the Assets and shall apply to all past, present and future Obligations, including Obligations that arise under transactions that continue any of the Obligations, increase or decrease any of the Obligations, or from time to time create new Obligations after all or any prior Obligations have been satisfied. Accordingly, the validity and enforceability of the Mortgages hereunder shall not be affected or impaired by any of the following: any extension of time, forbearance or concession given to the Borrower; any assertion of, or failure to assert, or delay in asserting, any right, power or remedy against the Borrower, or in respect of any other security for any of the Obligations; any modification or amplification of the provisions of the Financing Documents or this Agreement or of any other agreement between the Borrower and any Secured Party; any failure of the Borrower to comply with any requirement of any Applicable Law; the dissolution, liquidation, reorganization or any other alteration of the legal structure of the Borrower; any purported or actual assignment of any of the Facilities by a Lender, or the Trustee to any other Person; any other circumstance (other than complete and indefeasible payment and performance by the Borrower of all the Obligations and the termination of the Commitments) which might otherwise constitute a legal or equitable discharge of a security interest; or, to the fullest extent permitted by Applicable Law, any voidability or unenforceability of any Financing Documents or any of their respective provisions.

(b) The security provided for in this Agreement is in addition to and is independent of every other security that the Trustee or any other Secured Party may at any time hold for any of the Obligations hereby secured, whether or not under the Security Documents, and nothing contained herein will impair or extinguish any rights or obligations under any of the other Security Documents. Each Secured Party will be at liberty to (i) accept further security from the Borrower or any other Person or release such security without consulting or notifying the Borrower and without affecting in any way the obligations and liabilities of the Borrower under the Financing Documents and (ii) decide, in its discretion without consulting or notifying the Borrower, to enforce any right, power, remedy or privilege under the Security Documents, at law, in equity or otherwise with respect to any security for the Obligations.

(c) In the event that the monies at any time realized by the Secured Parties in the judicial or extra-judicial foreclosure of the Real Estate Mortgage and/or the Chattel Mortgage on any of the Assets and/or in the exercise of any of their rights and powers hereunder, or the other proceeds of, or realization upon, the Assets by virtue of the exercise of remedies under this Agreement, are insufficient to cover the costs and expenses of such exercise and the payment in full of the other Obligations, the Borrower shall remain liable for any deficiency and all rights, remedies, powers and privileges of the Trustee and the other Secured Parties in respect thereof are hereby reserved.

8.4 Obligations Absolute.

The obligations of the Borrower under this Agreement are absolute and unconditional and will remain in full force and effect without regard to, and such obligation and the Liens created hereunder will not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever (other than termination pursuant to Section 8.5), including:

(a) any renewal, extension, amendment, or modification of, or addition or supplement to or deletion from, any of the Project Documents or any Assigned Revenues or any instrument or agreement related thereto or referred to therein, or any assignment or transfer of any thereof;

(b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such instrument or agreement or this Agreement or any exercise or non-exercise of any right, remedy, power or privilege under or in respect of this Agreement, any other Transaction Document, the Assigned Revenues, or any related instrument or agreement;

(c) any furnishing of any additional security for the Obligations or any part thereof to the Trustee or any other person or any acceptance thereof by the Trustee or any other person or any sale, exchange, release, surrender or realization of or upon any such security by the Trustee or any other person; or

(d) to the fullest extent permitted by Applicable Law any invalidity, voidability or unenforceability of all or part of the Obligations or any security therefor.

8.5 Termination; Discharge of Security; Reinstatement.

(a) Upon the indefeasible payment, performance and discharge in full of all Obligations and the termination of all Commitments, (i) the Liens granted under this Agreement shall terminate and the Borrower shall be entitled to a return upon its written request and at its expense, of the Assets in the possession of the Trustee as shall not have been sold or otherwise applied pursuant to the terms hereof and (ii) the Trustee shall execute and deliver to the Borrower, at the Borrower’s expense, any instruments reasonably requested by the Borrower acknowledging such termination. Notwithstanding the foregoing, all indemnity obligations of the Borrower to the Secured Parties under the Financing Documents shall survive such termination.

(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Borrower’s obligations hereunder or under any of the other Financing Documents, or any part thereof, is, pursuant to Applicable Law, rescinded or reduced in amount, or must otherwise be restored or returned by the Trustee or any other Secured Party. In the event that any payment or performance or any part thereof is so rescinded, reduced, restored or returned, such obligations shall be reinstated and deemed to be reduced only by such amount paid or performed and not so rescinded, restored or returned. To the extent any such reinstatement would not be effective under Applicable Law, the Borrower covenants and agrees to secure the Obligations on the same terms and conditions and with the same force and effect as this Agreement and the Liens hereunder, by (i) executing and delivering to the Trustee a new agreement with the same terms and conditions as are contained in this Agreement and (ii) doing all things the Trustee deems necessary to create new Liens equivalent to those created hereunder, and, if applicable, duly perfecting such Liens. Without limiting the indemnity obligations of the Borrower contained elsewhere in this Agreement or in any other Financing Document, the Borrower shall indemnify and reimburse the Trustee and each other Secured Party within [•] Business Days after written demand for all reasonable costs and expenses (including fees and expenses of counsel) incurred by the Trustee or such other Secured Party in connection with such rescission or restoration.

8.6 Certificate of Trustee’s Officer Binding.

A certificate by a duly authorized officer of the Trustee as to the amounts of principal of, and interest, charges, fees, expenses, or any other amount due and payable at any time by the Borrower to a Secured Party hereunder or under any other Financing Document shall, in the absence of manifest error in computation, be binding upon the Borrower and any third party and shall be conclusive evidence in any legal proceedings with respect to the Real Estate Mortgage, the Chattel Mortgage and/or any other provisions of this Agreement.

8.7 Further Assurances.

The Borrower agrees that at any time and from time to time, at its own expense, it will promptly procure, execute and deliver such instruments, agreements, allonges, endorsements, notarizations and other writings, including Government Approvals and consents of any Person, and take such further action, as may be necessary, or that the Trustee may deem reasonably advisable and request, in order to establish, maintain, preserve, protect and perfect the Secured Parties’ Liens upon the Assets, any assignment or security interest (and the priority thereof) granted or purported to be granted by this Agreement, or to enable the Trustee to exercise and enforce its rights, powers, remedies and privileges under this Agreement. Without limiting the generality of the foregoing, the Borrower further agrees that it shall, no later than [•] Business Days prior to the Initial Disbursement Date and at any time and from time to time thereafter, at its own expense, execute, file, register and record such financing statements, registrations, notices, vouchers, invoices, confirmatory assignments, conveyances, endorsements, certificates and other writings, and take such other actions, with respect to the Assets and this Agreement, with such Government Authorities or any other Persons, as the Trustee may reasonably request. The Borrower will pay any applicable filing fees and related expenses. The Borrower authorizes the Trustee to file, register and record any such financing statements, registrations, notices and other writings without the signature of the Borrower.

8.8 Exercise of Rights and Remedies; No Waiver; Amendments.

(a) The rights, powers and remedies of the Trustee and the other Secured Parties provided for in this Agreement are granted for the exclusive benefit of the Secured Parties, and it is the Trustee’s prerogative to exercise any of such rights, powers and remedies in its discretion, but it shall have no obligation to do so (subject as aforesaid); nor shall the Trustee be liable to the Borrower or any other Person (except to the other Secured Parties) for any action taken or not taken by it pursuant to this Agreement. One or more exercises of the powers, rights and remedies herein granted shall not extinguish or exhaust such powers until (i) the Assets and all other property now or hereafter subject hereto or to any instrument now or hereafter evidencing, securing or relating to the Obligations, is sold or (ii) all Obligations are indefeasibly paid and performed in full and all Commitments have been terminated. If the Obligations are now or hereafter further secured by any mortgages, chattel mortgages, pledges, contracts of guaranty, assignments or other security, the Trustee and/or any other Secured Party may exhaust the remedies granted under any of the said security instruments, either concurrently or independently, and in such order as any of the Trustee and/or such other Secured Party, in the exercise of its absolute discretion, may determine.

(b) No failure or delay on the part of the Trustee (or any nominee or agent appointed by it) or any other Secured Party in exercising any right, remedy, power or privilege hereunder or under any other Security Document and no course of dealing between the Borrower, on the one hand, and the Trustee (or any nominee or agent appointed by it) or any other Secured Party, on the other hand, shall impair any such right, remedy, power or privilege or operate as a waiver thereof. No single or partial exercise of any right, remedy, 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, remedy, power or privilege hereunder or thereunder. Any waiver hereunder shall be in writing signed by the Trustee and shall be effective only in the specific instance and for the specific purpose for which it is given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Trustee or any other Secured Party to any other or further action in any circumstances without notice or demand. Nothing herein shall be construed to limit the rights to indemnity granted by the Borrower to the Trustee or any other Secured Party under any other Financing Document.

(c) The rights, remedies, powers and privileges herein or in any other Financing Documents expressly provided are cumulative and not exclusive of any rights, remedies, powers or privileges which any party hereto or thereto would otherwise have.

(d) The Borrower shall remain obligated hereunder, and the Assets shall remain subject to the Lien created hereunder, notwithstanding that, without any reservation of rights against the Borrower, and without notice to or further assent by the Borrower, the Financing Documents and any other documents executed and delivered in connection therewith may be amended, supplemented or terminated, in whole or part, as the Secured Parties may deem advisable from time to time, and any guarantee or other collateral security at any time held by the Trustee or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Trustee shall not have any obligation to the Borrower to protect, secure, or perfect any other Lien at any time held by it as security for the Obligations or any property subject thereto.

8.9 Special Exculpation.

None of the other Secured Parties shall be liable to the Borrower or any other Person for any indirect, special, consequential or punitive damages (including any loss of profit, business opportunity or anticipated savings) 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.

8.10 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 or the exercise or non-exercise by the Trustee of any power, right or remedy provided for or resulting or arising out of this Agreement shall, as between the Trustee and the other Secured Parties, be governed by the Common Agreement, the Trust Agreement, the Intercreditor Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Trustee and the Borrower, the Trustee 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.

8.11 Severability.

If any provision of this Agreement is declared invalid or unenforceable by any lawful tribunal, then, without prejudice to the rights of the Trustee and the other Secured Parties under Section 6.8, it shall be construed, to the extent feasible, to conform to legal requirements of that tribunal, and 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.

8.12 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 and therein contained.

8.13 No Amendments.

This Agreement shall only be modified, amended or supplemented with the express written consent of the Borrower and the Trustee acting at the direction of the Administrative Agent.

8.14 Other Financing Documents Not Affected.

Nothing herein shall be construed as in any way or manner amending or affecting any of the provisions of any of the Financing Documents or any other agreement between or among (i) the Borrower and (ii) the Trustee and/or any other Secured Party or Parties.

8.15 Notices.

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

8.16 Benefit of Agreement.

This Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors, assigns and transferees of the Borrower, the Trustee, and the other Secured Parties and references herein to “Trustee” shall include its permitted successors in title, assigns, representatives, transferees, or any nominee or agent appointed by it; 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. The Trustee may not assign or transfer any of its rights and obligations hereunder except as permitted pursuant to the Financing Documents. Any other Secured Party may transfer or assign 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 or transfer in contravention of this Section 8.16 shall be null and void.

8.17 Governing Law.

This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the laws of [Name of the Country].

8.18 Headings Descriptive.

The headings of the Articles, Sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

8.19 Judgment Currency.

(a) No Discharge. The Borrower’s obligations hereunder and under the other Transaction Documents to make payments in the Obligation Currency shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the respective Secured Party of the full amount of the Obligation Currency expressed to be payable to such Secured Party under this Agreement or the other Transaction Documents. If, for the purpose of obtaining or enforcing judgment against the Borrower in any court or in any jurisdiction, it becomes necessary to convert into or from any Judgment Currency an amount due in the Obligation Currency, the conversion shall be made at the Applicable Currency Exchange Rate in the case of [Currency], and in the case of other currencies, the rate of exchange (as quoted by the Administrative Agent or if the Administrative Agent fails to quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent) determined, in each case, as of the Judgment Currency Conversion Date.

(b) Change in Exchange Rate. If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Borrower covenants to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency that could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date. If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due that results in the Borrower paying an amount in excess of that necessary to discharge or satisfy any judgment, the Secured Parties shall transfer or cause to be transferred to the Borrower the amount of such excess (net of any Taxes and reasonable and customary costs incurred in connection therewith).

(c) Determination of Currency Equivalents. For purposes of determining the Applicable Currency Exchange Rate or other rate of exchange under this Section 8.19, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

8.20 Powers of Attorney Coupled with Interest.

Each of the special powers of attorney granted by the Borrower under Sections 6.1(a), 6.2(b), 6.3(b) and 7.1 of this Agreement shall be deemed coupled with an interest, and all such special powers of attorney and other authorizations by the Borrower under the Agreement cannot be revoked by the Borrower until the Termination Date.

8.21 Ratification of Attorney’s Acts.

To the extent permitted by Applicable Law, the Borrower agrees to and hereby ratifies any and all acts and things performed or done by the Trustee or any of its representatives in each case, whether as the Borrower’s attorney-in-fact or otherwise, in the exercise of any or all rights, powers and remedies granted to the Trustee hereunder, including the powers and rights referred to in Articles 6 and 7.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date hereof on the signature pages of the Omnibus Agreement, of which this Agreement constitutes Volume 6.

SCHEDULE 1

to Mortgage

REAL ASSETS

Part A. Present Real Assets

Part B. Future Real Assets

SCHEDULE 2

to Mortgage

CHATTEL

Part A. Present Chattel

Part B. Future Chattel

SCHEDULE 3

to Mortgage

MORTGAGE SUPPLEMENT TIMETABLE

Each [·], [·], [·] and [·] (in each year) falling after the date of this Agreement until the Termination Date, or, where such date is not a Business Day, the immediately preceding Business Day.

SCHEDULE 4

to Mortgage

FORM OF MORTGAGE SUPPLEMENT

This MORTGAGE SUPPLEMENT dated as of [·], 20[·], between [AAA CORPORATION], a corporation duly organized and existing under the laws of [Name of the Country] (the “Borrower”); and, [BBB BANK], a national banking association organized under the laws of [Name of the Country] and with a branch in [Name of the Country] authorized under the laws of [Name of the Country] to perform trust banking functions, not in its individual capacity but solely as the trustee for the Secured Parties under the Common Agreement referred to below (the “Trustee”).

WITNESSETH:

WHEREAS, to secure the Obligations referred to therein, the Borrower and the Trustee have executed and registered a Mortgage dated as of November 10 (the “Agreement”) which constitutes Volume 6 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;

WHEREAS, Sections 3.3(b), 4.3(b) and 5.1(b) of the Agreement provide that the Borrower shall execute and register Mortgage Supplements in accordance with the timetable set forth in Schedule 3 to the Agreement and at such other times as may be required under the Agreement, for the purposes stated therein; and

WHEREAS, in fulfillment of the continuing obligation of the Borrower under the said Sections 3.3(b), 4.3(b) and 5.1(b), the Borrower desires to execute this Mortgage Supplement with the Trustee acting on behalf and for the benefit of the Secured Parties;

NOW, THEREFORE, the parties hereto agree as follows:

(Capitalized terms used herein which are not otherwise defined herein shall have the same meanings given to them in the Agreement.)

1. The Borrower hereby confirms that (i) certain of the Assets identified and described as Future Real Assets and as Future Chattel in the Agreement have come into existence and have been acquired in ownership by the Borrower as of the date hereof (those certain assets to be herein called the “Pre-Agreed Assets”), and (ii) the Pre-Agreed Assets are now identified and more fully described in Schedule A to this Mortgage Supplement.

2. The Borrower hereby acknowledges and agrees (i) that a Real Estate Mortgage and/or a Chattel Mortgage, as the case may be, have been created, established and constituted on the Pre-Agreed Assets in favor of the Trustee for the benefit of the Secured Parties and (ii) that such Mortgage(s) are subject to the same provisions, terms and conditions of the Agreement as are applicable to the Real Estate Mortgage and the Chattel Mortgage on the Present Real Assets and the Present Chattel thereunder, as fully and completely for all legal intents and purposes as if owned by the Borrower on the date of execution of the Agreement.

3. The parties hereto confirm that the Pre-Agreed Assets stand as security for the Obligations in favor of the Trustee for the benefit of the Secured Parties.

4. Notwithstanding the provisions of the preceding paragraph 3 of this Mortgage Supplement, the Borrower undertakes, at the cost and expense of the Borrower to register this Mortgage Supplement with the Register of Deeds and, where necessary, other appropriate government agencies, in [Name of the Country] immediately upon the execution hereof.

5. This Mortgage Supplement and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the laws of [Name of the Country].

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized [officers/representatives] to execute and deliver this Mortgage Supplement as of the date first above-written.

[AAA CORPORATION] [BBB BANK]

(Borrower) (Trustee)

__________________________ __________________________

By: By:

__________________________ __________________________

Name: Name:

Title : Title:

SIGNED IN THE PRESENCE OF:

__________________________ __________________________

Affidavit of Good Faith

We formally swear that the chattel mortgage created by the Agreement, as amended and/or supplemented by foregoing Mortgage Supplement No. [·] is made for the purpose of securing the obligations specified therein, and for no other purpose, and that the same are just and valid obligations and not entered into for the purpose of fraud.

[AAA CORPORATION] [BBB BANK]

(Borrower) (Trustee)

__________________________ __________________________

By: By:

SUBSCRIBED AND SWORN to before me this [·] day of [·], 20[·] at _____________________, affiants exhibiting to me the following passports/community tax certificates nos.:

Name Comm. Tax Certificate/Passport Nos. Date/Place Issued

Doc. No. [·];

Page No. [·];

Book No. [·];

Series of 20[·].

ACKNOWLEDGEMENT

[Name of the Country]

[Name of the City]

BEFORE ME, a Notary Public for and in [·], this [·] day of [·], 20[·], personally appeared:

Comm. Tax Cert. No. [·]

Name Passport No. [·] Date/Place Issued

being the respective authorized [officers/representatives] of the parties of the foregoing Mortgage Supplement No. [·], who signed the foregoing Mortgage Supplement No. [·] in the presence of two witnesses, all of whom are known to me and to me known to be the same persons who executed the said instrument and they acknowledged to me that the same was their free and voluntary act, and the free and voluntary act of the corporations they respectively represent. This Mortgage Supplement No. [·] relates to the Real Estate and Chattel Mortgage Agreement dated as of [·], 20[·] among the same parties and consists of [·] pages, including the page of this Acknowledgment and is signed by parties thereto and their instrumental witnesses on the signature page and on the left margin of the other pages thereof.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal this [·] day of [·], 20[·] at [·].

Doc. No. [·] ;

Page No. [·] ;

Book No. [·] ;

Series of 20[·] .

2_10 Mortgage Agreement.doc

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