Common use of Debt Service Reserve Account Clause in Contracts

Debt Service Reserve Account. (a) The Trustee agrees to open and maintain (other than with respect to funding) the Debt Service Reserve Account at all times. All amounts contained in the Debt Service Reserve Account are to be held in trust by the Trustee. (b) At any time that the amount on deposit in the Debt Service Reserve Account exceeds the Debt Service Reserve, the Company may withdraw the amount of such excess by executing and delivering a DSRA Withdrawal Certificate the form of which is attached hereto as Appendix L; provided that, the Company shall not make more than two such withdrawals in any calendar year. (c) Concurrently with the execution of this Indenture, the Company shall deliver to the Trustee Appendix N, which contains the authorized signer designations in Part A thereof. (d) The Trustee shall confirm each funds transfer instruction received in the name of the Company by means of the security procedure selected by the Company and communicated to the Trustee through a signed certificate in the form of Appendix N attached hereto, which upon receipt by the Trustee shall become a part of this Indenture. Once delivered to the Trustee, Appendix N may be received or rescinded only by a writing signed by an authorized representative of the Company. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Trustee a reasonable opportunity to act on it. If a revised Appendix N or a rescissions of an existing Appendix N is delivered to the Trustee by an entity that is a successor-in-interest to the Company, such document shall be accompanied by additional documentation satisfactory to the Trustee showing that such entity has succeeded to the rights and responsibilities of the Company under this Indenture. (e) The Company understands the Trustee’s inability to receive or confirm funds transfer instructions pursuant to the security procedures selected by the Company may result in a delay in accomplishing such funds transfer, and agree that the Trustee shall not be liable for any loss caused by any such delay.

Debt Service Reserve Account. (a) The Trustee agrees Prior to open and maintain the Issue Date, the Issuer (other than with respect to fundingfailing whom, the Guarantor) shall have deposited into the Debt Service Reserve Account at all times. All amounts contained the total amount of (i) the Structuring Fee, plus (ii) the Subscriber’s Expenses, plus (iii) an amount in US dollars equal to the aggregate amount of interest due and payable for two consecutive Interest Periods commencing from, and including, the Issue Date. (b) Upon payment of the Subscription Price of the Bonds by the Bondholders on the Issue Date pursuant to this Agreement, the Issuer (failing whom, the Guarantor) shall procure that on the Issue Date, such net proceeds of the issue of the Bonds shall be deposited in the Debt Service Reserve Account. (c) In the event that the Maturity Date is extended to the Extended Maturity Date as defined and subject to Condition 9, each of the Issuer and Guarantor undertakes to procure that the aggregate amount of interest due and payable for the Interest Period commencing on, and including, the Scheduled Maturity Date and ending on, and including, the Extended Maturity Date shall be deposited and made immediately available as a condition of such extension in the Debt Service Reserve Account are to be held in trust by the Trusteesatisfaction of the Bondholders. (bd) At The Debt Service Reserve (or the relevant part thereof) will be released from the Debt Service Reserve Account on satisfaction of any time that one of the Release Conditions in accordance with the Account Charge. (e) If any Bond has been converted into Shares on a Conversion Upon QIPO or exercise of a Conversion Right or redeemed in accordance with the Conditions, the Debt Service Reserve (or the relevant part thereof) may be released in accordance with the Account Charge from the Debt Service Reserve Account in an amount on deposit pro rata to the principal amount of the Bond or Bonds being converted or redeemed, as the case may be. (f) On the date falling two Business Days prior to each Interest Payment Date commencing on, and including the First Interest Payment Date and ending on, and including the Maturity Date, the Account Bank shall upon instructions being provided by the Issuer and/or Bondholders in accordance with the Account Charge release from the Debt Service Reserve Account and pay to the account of the Bondholders such amount of the proceeds deposited in the Debt Service Reserve Account exceeds as is equal to the aggregate amount of interest due and payable on the immediately following Interest Payment Date or, as the case may be, the Maturity Date, in accordance with Condition 6. (g) Any operational costs and expenses or bank account service fees to be imposed or charged by the Account Bank in respect of the Debt Service Reserve Account shall be agreed in writing with the Account Bank prior to the establishment of such account. If such costs, expenses and fees are to be borne by the Issuer, the Issuer shall settle such amounts with funds other than the Debt Service Reserve, the Company may withdraw the amount of such excess by executing and delivering a DSRA Withdrawal Certificate the form of which is attached hereto as Appendix L; provided that, the Company shall not make more than two such withdrawals in any calendar year. (ch) Concurrently with So long as any Bond remains Outstanding, neither the execution Issuer nor any member of this Indenturethe Group shall, without the Company shall deliver prior written consent of the Bondholders, change (nor instruct the Account Bank to change) any bank mandate or authorised signatory in respect of the Trustee Appendix N, which contains the authorized signer designations in Part A thereofDebt Service Reserve Account. (di) The Trustee shall confirm each funds transfer instruction received in At the name of Maturity Date, the Company by means of Early Redemption Date, the security procedure selected Relevant Event Put Date or any other dates on which the principal, interest or premium on the Bonds are payable by the Company Issuer pursuant to these Conditions, as the case may be, the Issuer may repay and communicated to redeem the Trustee through a signed certificate in Bonds that remain Outstanding with the form of Appendix N attached hereto, which upon receipt by the Trustee shall become a part of this Indenture. Once delivered to the Trustee, Appendix N may be received or rescinded only by a writing signed by an authorized representative of the Company. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Trustee a reasonable opportunity to act on it. If a revised Appendix N or a rescissions of an existing Appendix N is delivered to the Trustee by an entity that is a successor-in-interest to the Company, such document shall be accompanied by additional documentation satisfactory to the Trustee showing that such entity has succeeded to the rights and responsibilities of the Company under this Indenture. (e) The Company understands the Trustee’s inability to receive or confirm funds transfer instructions Debt Service Reserve pursuant to the security procedures selected by the Company may result in a delay in accomplishing such funds transfer, and agree that the Trustee shall not be liable for any loss caused by any such delayAccount Charge.

Debt Service Reserve Account. If at any time: (a) The Trustee agrees a Ship is not subject to open a Charterparty and maintain a replacement Charterparty is not in place within 180 days therefrom (the “Approved Period”); or (b) a Charterparty relative to a Ship is terminated (other than with by effluxion of time) and a replacement Charterparty is not in place within the Approved Period, the Borrower shall maintain (either by transferring sums from the balance of the Earnings Accounts (or any of them) or otherwise) to the credit of the Debt Service Reserve Account, the Twelve Months’ Debt Service relative to the Advance which has been used to finance that Ship (the “Affected Ship”) for the 12-month period following that date, and in the event that the Twelve Months’ Debt Service in respect of that Advance for that period differs from the Twelve Months’ Debt Service in respect of the Advance of the Affected Ship for the immediately preceding 12-month period an adjustment will be made (whether upwards or downwards) to funding) the balance on the Debt Service Reserve Account. If a replacement Charterparty is effected after the last day of the Approved Period, the credit balance of the Debt Service Reserve Account at shall become freely available to the Borrower. If the Borrower fails to pay when due any sum representing principal on, or interest in respect of, the Loan (or any part thereof) pursuant to this Agreement, the Facility Agent shall be entitled (acting upon the instructions of all timesthe Lenders) to apply any balance on the Debt Service Reserve Account towards payment of any such unpaid amount and the Borrower hereby irrevocably authorises the Facility Agent to make such application. All amounts contained in If any of the monies on the Debt Service Reserve Account are applied in the manner aforesaid, the Borrower shall ensure that promptly following such application monies are transferred to be held in trust by the Trustee. (b) At any time that the amount on deposit in the Debt Service Reserve Account exceeds so that the Debt Service Reserve, the Company may withdraw the amount of such excess by executing and delivering a DSRA Withdrawal Certificate the form of which balance thereon is attached hereto as Appendix L; provided that, the Company shall not make more than two such withdrawals in any calendar year. (c) Concurrently with the execution of this Indenture, the Company shall deliver at least equal to the Trustee Appendix N, balance which contains the authorized signer designations in Part A thereof. (d) The Trustee shall confirm each funds transfer instruction received in the name of the Company by means of the security procedure selected by the Company and communicated Borrower is required to the Trustee through a signed certificate in the form of Appendix N attached hereto, which upon receipt by the Trustee shall become a part of this Indenture. Once delivered to the Trustee, Appendix N may be received or rescinded only by a writing signed by an authorized representative of the Company. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Trustee a reasonable opportunity to act on it. If a revised Appendix N or a rescissions of an existing Appendix N is delivered to the Trustee by an entity that is a successor-in-interest to the Company, such document shall be accompanied by additional documentation satisfactory to the Trustee showing that such entity has succeeded to the rights and responsibilities of the Company under this Indenture. (e) The Company understands the Trustee’s inability to receive or confirm funds transfer instructions maintain pursuant to the security procedures selected by the Company may result in a delay in accomplishing such funds transfer, and agree that the Trustee shall not be liable for any loss caused by any such delaythis Clause 18.2.

Debt Service Reserve Account. (a) The Trustee agrees At any time (unless an Event of Default shall have occurred at such time and be continuing), the Borrower shall be entitled to open and maintain (other than with respect withdraw moneys standing to funding) the credit of the Debt Service Reserve Account at all timesprovided that the Borrower has provided a DSRA Letter of Credit (procured by the Shareholders or any of their Affiliates) or to the extent that the DSRA Balance is greater than the Debt Service Reserve. All amounts contained in The amount available to be withdrawn shall be such amount that ensures after such withdrawal the DSRA Balance is equal to the Debt Service Reserve. Any such moneys withdrawn from the Debt Service Reserve Account are shall be paid into the Distribution Account in the case of the transfer pursuant to be held the issuance of a DSRA Letter of Credit or the Offshore Revenue Account in trust by the Trusteecase of a withdrawal due to the DSRA Balance exceeding the Debt Service Reserve other than due to the issue of a DSRA Letter of Credit. (b) At The Borrower shall not enter into any time counter indemnity or other obligations with the DSRA L/C Issuer in connection with the issue of any DSRA Letter of Credit. No DSRA L/C Issuer shall be entitled to share in the security constituted by the Security Documents with the Finance Parties by reason of provision of the DSRA Letter of Credit. Each DSRA Letter of Credit shall be renewed and/or replaced by the Borrower with a new DSRA Letter of Credit one month prior to the expiry of the then current DSRA Letter of Credit, provided that the amount Borrower shall not be obliged to ensure such renewal or replacement if the cash balance on deposit in the Debt Service Reserve Account exceeds is then equal to the Debt Service Reserve. If not replaced as required pursuant to this paragraph (b), the Company may withdraw Security Agent shall be entitled to claim under the existing DSRA Letter of Credit an amount of equal to the applicable Debt Service Reserve less the cash balance on the Debt Service Reserve Account and such excess by executing and delivering a DSRA Withdrawal Certificate amount shall be credited to the form of which is attached hereto as Appendix L; provided that, the Company shall not make more than two such withdrawals in any calendar yearDebt Service Reserve Account. (c) Concurrently with The Borrower shall not withdraw or request a withdrawal of moneys from the execution of this IndentureDebt Service Reserve Account except as provided in clause 28.8(a) (Payment Cascade), the Company shall deliver to the Trustee Appendix N, which contains the authorized signer designations clause 28.9 or as provided in Part A thereofparagraph (a) above. (d) The Trustee Borrower shall confirm each funds transfer instruction received in ensure that on the name of 8th FSRU Tranche Repayment Date the Company by means of DSRA Balance is not less than the security procedure selected by the Company and communicated to the Trustee through a signed certificate in the form of Appendix N attached hereto, which upon receipt by the Trustee shall become a part of this Indenture. Once delivered to the Trustee, Appendix N may be received or rescinded only by a writing signed by an authorized representative of the Company. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Trustee a reasonable opportunity to act on it. If a revised Appendix N or a rescissions of an existing Appendix N is delivered to the Trustee by an entity that is a successor-in-interest to the Company, such document shall be accompanied by additional documentation satisfactory to the Trustee showing that such entity has succeeded to the rights and responsibilities of the Company under this IndentureDebt Service Reserve. (e) To ensure compliance with this clause 28.12 the relevant Account Bank shall only make a transfer from the Debt Service Reserve Account in accordance with paragraph (a) or (c) above and upon receipt of a Facility Agent Withdrawal Request. The Company understands Borrower may withdraw amounts from the Trustee’s inability to receive or confirm funds transfer instructions pursuant Debt Service Reserve Account by providing the Facility Agent with a Facility Agent Withdrawal Request signed by the Borrower no later than four (4) Business Days prior to the security procedures selected by relevant payment date and the Company may result Facility Agent shall, provided that such Facility Agent Withdrawal Request is in a delay compliance with this clause 28.12 or appears to it to be so in accomplishing such funds transfercompliance, and agree that deliver to the Trustee shall not be liable for any loss caused by any such delayrelevant Account Bank the countersigned Facility Agent Withdrawal Request no later than two (2) Business Day before the relevant payment date.

Debt Service Reserve Account. (a) The Trustee agrees to open and maintain (other than with respect to funding) the Debt Service Reserve Account at all times. All amounts contained in the Debt Service Reserve Account are to be held in trust by the Trustee. (b) At any time that the amount on deposit in the Debt Service Reserve Account exceeds the Debt Service Reserve, the Company may withdraw the amount of such excess by executing and delivering a DSRA Withdrawal Certificate the form of which is attached hereto as Appendix L; provided that, the Company shall not make more than two such withdrawals in any calendar year. (c) Concurrently with the execution of this Indenture, the Company shall deliver to the Trustee Appendix N, which contains the authorized signer designations in Part A thereof. (d) The Trustee shall confirm each funds transfer instruction received in the name of the Company by means of the security procedure selected by the Company and communicated to the Trustee through a signed certificate in the form of Appendix N attached hereto, which upon receipt by the Trustee shall become a part of this Indenture. Once delivered to the Trustee, Appendix N may be received or rescinded only by a writing signed by an authorized representative of the Company. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Trustee a reasonable opportunity to act on it. If a revised Appendix N or a rescissions of an existing Appendix N is delivered to the Trustee by an entity that is a successor-in-interest successor‑in‑interest to the Company, such document shall be accompanied by additional documentation satisfactory to the Trustee showing that such entity has succeeded to the rights and responsibilities of the Company under this Indenture. (e) The Company understands the Trustee’s inability to receive or confirm funds transfer instructions pursuant to the security procedures selected by the Company may result in a delay in accomplishing such funds transfer, and agree that the Trustee shall not be liable for any loss caused by any such delay.

Debt Service Reserve Account. (a) The Trustee agrees to open On the fourth anniversary of the Closing Date and maintain (other than with respect to funding) thereafter as required by this Annex, the Issuer shall cause the Debt Service Reserve Account at to be funded with the then-applicable Required DSR Balance. Such amounts and all times. All amounts contained in to be transferred from the Receipt Account to the Debt Service Reserve Account are pursuant to clause vii of Section 3.1(c) of this Annex shall be held in trust by reserve for application to all or a portion of the Trusteethen-applicable Obligations pursuant to this Section 3.2. (b) At Subject to Section 3.3 of this Annex, in the event that cash available in the Receipt Account on any time that Quarterly Date on or after the fourth anniversary of the Closing Date after making the payments under clauses (A) and (B) of Section 3.1(c) of this Annex is insufficient to pay all amounts due to Secured Party or Note Holders under clauses (iii), (iv) and (v) of Section 3.1(c) of this Annex, an amount required to cover such shortfall shall be transferred to Note Holders and/or any Agent, as applicable, from the Debt Service Reserve Account. Issuer shall initiate such transfer by delivering a Withdrawal Notice to Account Bank (with a copy to Secured Party) not less than 5 Business Days in advance of the proposed withdrawal date set forth in such Withdrawal Notice and otherwise in compliance with the terms of this Annex and the Account Control Agreement, setting forth the amounts to be withdrawn or transferred and the account or Person to whom such transfer is being made and the other information required by the form Withdrawal Notice. (c) Subject to Section 3.3 of this Annex, if on deposit in any Quarterly Date on or after the fourth anniversary of the Closing Date the balance of the Debt Service Reserve Account exceeds shall exceed the then applicable Required DSR Balance, the Issuer may request that the excess amount be transferred to the Receipt Account by delivering a Withdrawal Notice (with a copy to Secured Party) to Account Bank not less than 5 Business Days in advance of the proposed transfer date set forth in such Withdrawal Notice and otherwise in compliance with the terms of this Annex and the Account Control Agreement, setting forth the amount to be transferred and instructing that it be transferred from the Debt Service Reserve, Reserve Account to the Company may withdraw Receipt Account and the amount of such excess other information required by executing and delivering a DSRA Withdrawal Certificate the form of which is attached hereto as Appendix L; provided that, the Company shall not make more than two such withdrawals in any calendar yearWithdrawal Notice. (c) Concurrently with the execution of this Indenture, the Company shall deliver to the Trustee Appendix N, which contains the authorized signer designations in Part A thereof. (d) The Trustee shall confirm each funds transfer instruction received in the name of the Company by means of the security procedure selected by the Company and communicated to the Trustee through a signed certificate in the form of Appendix N attached hereto, which upon receipt by the Trustee shall become a part of this Indenture. Once delivered to the Trustee, Appendix N may be received or rescinded only by a writing signed by an authorized representative of the Company. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Trustee a reasonable opportunity to act on it. If a revised Appendix N or a rescissions of an existing Appendix N is delivered to the Trustee by an entity that is a successor-in-interest to the Company, such document shall be accompanied by additional documentation satisfactory to the Trustee showing that such entity has succeeded to the rights and responsibilities of the Company under this Indenture. (e) The Company understands the Trustee’s inability to receive or confirm funds transfer instructions pursuant to the security procedures selected by the Company may result in a delay in accomplishing such funds transfer, and agree that the Trustee shall not be liable for any loss caused by any such delay.

Debt Service Reserve Account. (ai) The Trustee agrees to open and maintain (other than with respect to funding) On each DSRA Amount Test Date, the Debt Service Reserve Account at all times. All amounts contained Borrower shall ensure that the amount of cash in the Debt Service Reserve Account are is in an amount equal to be held or greater than the Required DSRA Amount; provided that, if, on any Scheduled DSRA Amount Test Date, the Required DSRA Amount increases from such amount immediately prior to such Scheduled DSRA Amount Test Date, the Borrower shall, on or prior to the date that is two (2) Business Days after the Administrative Agent provides written notice to the Borrower of such increase in trust by the Trustee. (b) At any time that the amount on Required DSRA Amount, deposit cash in the Debt Service Reserve Account exceeds from Approved Sources in an amount equal to such increase in the Required DSRA Amount. (ii) Notwithstanding anything to the contrary herein or in any documentation entered into by the Borrower to establish the Debt Service ReserveReserve Account (but subject to clauses (iv) and (v) of this clause (d)), the Company may Borrower shall not be entitled to withdraw or transfer (or request the amount Administrative Agent to withdraw or transfer) amounts in the Debt Service Reserve Account unless (1) the Borrower is unable to make repayment of Term Loans pursuant to Section 2.07(a) on any Annual Payment Date or any accrued interest on any Interest Payment Date (each such event, a “Shortfall”), (2) the Borrower notifies the Administrative Agent of such excess by executing Shortfall (provided that the Administrative Agent shall have no obligation to ascertain or inquire into the factual accuracy of such Shortfall, and delivering a DSRA Withdrawal Certificate may rely solely on the notice of the Borrower as to the existence of such Shortfall) and the principal amount and/or interest amount subject to such Shortfall (such principal amount and/or interest amount, the “Shortfall Amounts”) and (3) the Administrative Agent shall have received written notice (which may take the form of which is attached hereto as Appendix L; provided thatelectronic mail) from the Required Lenders (in each case, given in the sole discretion of each such Lender) consenting to the Borrower withdrawing the applicable Shortfall Amounts from the Debt Service Reserve Account to be applied pursuant to the following sentence of this Section 6.11(d)(ii). On the first Business Day the preceding conditions (1) through (3) are met, the Company Borrower shall not make more than two transfer (or cause to be transferred) an amount equal to the applicable Shortfall Amount from the Debt Service Reserve Account to the Administrative Agent, to be applied to the payment of the principal and/or interest constituting such withdrawals Shortfall Amount. Notwithstanding anything to the contrary, nothing in this clause (ii) shall waive any calendar yearDefault or Event of Default (or any rights of the Administrative Agent or any Lender) existing as a result of such Shortfall, nor waive any interest on the Term Loans accrued pursuant to Section 2.10(c). (ciii) Concurrently with If the execution of this IndentureBorrower makes any withdrawal from the Debt Service Reserve Account pursuant to clause (ii) above, the Company Borrower shall deliver (x) on or before the date that is 90 days after such withdrawal date (such period, the “Debt Service Reserve Account Refunding Period”), fund the Debt Service Reserve Account from Approved Sources in an amount equal to the Trustee Appendix Nthen-current Required DSRA Amount and (y) on or before the date that is 30 days after such withdrawal date, which contains demonstrate to the authorized signer designations Administrative Agent the Borrower’s plans to make the funding required by clause (x) (such plans to include source of funding, and otherwise to be in Part A thereofform and detail reasonably satisfactory to the Administrative Agent). (div) The Trustee shall confirm each funds transfer instruction received Notwithstanding anything to the contrary in clause (ii) of this Section 6.11(d), the Borrower may withdraw then-current amounts in the name Debt Service Reserve Account (without any obligation to refund the Debt Service Reserve Account as required pursuant to Section 6.11(d)(iii)(x)) if such amounts are (w) withdrawn on the last Annual Payment Date prior to the Maturity Date and used to make the repayment on the Term Loans required by Section 2.07(a) on such Annual Payment Date, (x) withdrawn on the last Interest Payment Date prior to the Maturity Date and used to make the payment of interest required on such Interest Payment Date or (y) applied to repay any principal of any Term Loan and/or pay any accrued interest on the Company by means of the security procedure selected Terms Loans, in each case under this clause (y), on any date all Obligations are being voluntarily prepaid by the Company and communicated Borrower pursuant to the Trustee through a signed certificate in the form of Appendix N attached hereto, which upon receipt by the Trustee shall become a part terms of this Indenture. Once delivered to Credit Agreement or on the Trustee, Appendix N may be received or rescinded only by a writing signed by an authorized representative of the Company. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Trustee a reasonable opportunity to act on it. If a revised Appendix N or a rescissions of an existing Appendix N is delivered to the Trustee by an entity that is a successor-in-interest to the Company, such document shall be accompanied by additional documentation satisfactory to the Trustee showing that such entity has succeeded to the rights and responsibilities of the Company under this IndentureMaturity Date. (ev) The Company understands the Trustee’s inability to receive or confirm funds transfer instructions pursuant Notwithstanding anything to the security procedures selected contrary in clause (ii) of this Section 6.11(d), if as of any DSRA Amount Test Date there is an Excess Debt Service Reserve Account Amount and the Borrower provides written notice to the Administrative Agent thereof (along with any supporting information reasonably required by the Company Administrative Agent), the Borrower may result in a delay in accomplishing withdraw such funds transfer, and agree that Excess Debt Service Reserve Account Amount from the Trustee shall not be liable for any loss caused by any such delayDebt Service Reserve Account.

Debt Service Reserve Account. (a) The Trustee agrees Borrower shall ensure that on and from the first Utilisation Date the amount standing to open and maintain (other than with respect to funding) the credit of the Debt Service Reserve Account is at all times. All amounts contained in times at least equal to the Debt Service Reserve Amount, save that if a withdrawal from the Debt Service Reserve Account are has been made pursuant to be held paragraph (c) or (d) below, the Borrower shall ensure that the amount standing to the credit of the Debt Service Reserve Account is equal to the Debt Service Reserve Amount: (i) in trust by the Trusteecase of paragraph (c) below, within one Business Day of such withdrawal; or (ii) in the case of paragraph (d) below, within one Business Day of the earlier of (x) the date on which the Agent notifies the Borrower of such withdrawal pursuant to paragraph (d) below and (y) the date on which the Borrower becomes aware that a withdrawal has been made. (b) At The Borrower instructs the Account Bank to pay to the Agent such amounts standing to the credit of the Debt Service Reserve Account as are specified by the Agent to the Account Bank on or after any time date on which the Account Bank receives a notice from the Agent that an Event of Default has occurred. To the extent that such amount received by the Agent is insufficient to pay all amounts then due and unpaid under the Finance Documents, nothing in this paragraph (b) shall prejudice the obligations of the Borrower to pay all such outstanding amounts in full. (c) If any amount under the Finance Documents is due and payable but has not been paid on its due date, the Agent may instruct the Account Bank to withdraw funds standing to the credit of the Debt Service Reserve Account for application towards all or part of the unpaid amount regardless of whether or not an Event of Default has occurred. The Agent shall promptly notify the Borrower of any withdrawal made pursuant to this paragraph (c) including the amount on deposit in of such withdrawal. (d) If, at any time, the amount standing to the credit of the Debt Service Reserve Account exceeds the Debt Service ReserveReserve Amount, provided that no Default is continuing or would result from such payment, the Company Borrower may withdraw any amounts in the Debt Service Reserve Account up to the amount of such excess (the "Excess Amount") for application towards any purposes permitted by executing the Finance Documents by delivery of a request to the Agent, copied to the Security Agent, confirming the Excess Amount to be withdrawn and delivering a DSRA Withdrawal Certificate that no Default is continuing or would result from such payment and, promptly upon receipt of such request from the form of which is attached hereto as Appendix L; provided thatBorrower, the Company Agent shall not make more than two instruct the Security Agent to instruct the Account Bank to effect such withdrawals in any calendar year. (c) Concurrently with withdrawal and, promptly upon receipt of the execution of this IndentureAgent's instructions, the Company Security Agent shall deliver instruct the Account Bank to effect the Trustee Appendix N, which contains the authorized signer designations in Part A thereof. (d) The Trustee shall confirm each funds transfer instruction received in the name of the Company by means of the security procedure selected by the Company and communicated to the Trustee through a signed certificate in the form of Appendix N attached hereto, which upon receipt by the Trustee shall become a part of this Indenture. Once delivered to the Trustee, Appendix N may be received or rescinded only by a writing signed by an authorized representative of the Company. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Trustee a reasonable opportunity to act on it. If a revised Appendix N or a rescissions of an existing Appendix N is delivered to the Trustee by an entity that is a successor-in-interest to the Company, such document shall be accompanied by additional documentation satisfactory to the Trustee showing that such entity has succeeded to the rights and responsibilities of the Company under this Indenturewithdrawal. (e) The Company understands Except as expressly permitted by this Clause 20.21, no withdrawals from the Trustee’s inability to receive or confirm funds transfer instructions pursuant to the security procedures selected Debt Service Reserve Account may be made by the Company may result in a delay in accomplishing such funds transfer, and agree that the Trustee shall not be liable for Borrower (or any loss caused by any such delayother Obligor).

Debt Service Reserve Account. In order to provide additional collateral security for the payment and performance of the Obligations, the Borrower shall (ai) The Trustee agrees establish with the Note Purchase Collateral Agent, not later than the Closing Date, and at all times thereafter cause the Note Purchase Collateral Agent to open and maintain (other than with respect to funding) maintain, the Debt Service Reserve Account for the benefit of the holders from time to time of the Term Notes and (ii) from time to time deposit or cause to be deposited to the credit of the Debt Service Reserve Account, in accordance with this Section, cash and investments of the type described in paragraphs (i) through (v) of the definition of the term "Permitted Investments", (valued as provided in the Collateral Agency Agreement) in amounts sufficient to assure that the aggregate amount credited thereto (inclusive of the undrawn face amount of any Debt Service Letter of Credit then held by the Note Purchase Collateral Agent for credit to the Debt Service Reserve Account) shall at all timestimes be at least equal to the Debt Service Reserve Requirement as the same may change from time to time. All amounts contained For purposes hereof, the "Debt Service Reserve Requirement" shall mean, as of any Payment Date, the sum of: (a) scheduled payments and prepayments on the Term Notes to become due during the period of six months next following such Payment Date; (b) scheduled payments of interest on the Term Notes to become due during such period of six months; and (c) fees and expenses of the Note Purchase Collateral Agent then payable or anticipated to be payable during such period of six months. So long as no Event of Default shall have occurred and be continuing, the Borrower shall be entitled to deliver or cause to be delivered to the Note Purchase Collateral Agent, in full or partial satisfaction of the Borrower's obligation to fund the Debt Service Reserve Account, an irrevocable, transferable, unconditional standby letter of credit which shall be reasonably satisfactory in form and substance to the Required Holders (as defined in the Note Purchase Agreement), name the Note Purchase Collateral Agent as beneficiary, and satisfy the further conditions with respect thereto set forth in the next following sentence (each such letter of credit, a "Debt Service Letter of Credit"). Each Debt Service Letter of Credit shall (w) be issued by a financial institution reasonably satisfactory to the Required Holders and having combined capital and surplus of not less than $500,000,000 and a long-term debt rating of 'A2' or better from Xxxxx'x or 'A' or better from S&P (an "Eligible Issuer") for the account of a Person (which may be Parent or another member of the Parent Group) other than the Borrower or any of its Subsidiaries (it being understood that neither the Borrower nor any of its Subsidiaries shall be an account party or be or become directly or indirectly liable to the issuer thereof for any reimbursement obligation in respect of any Debt Service Reserve Letter of Credit); (x) be in a face amount equal to that portion of the amount of cash and Permitted Investments required to be maintained in the Debt Service Account for which it is to be substituted; (y) have a term of at least 364 days; and (z) be subject to a drawing in full by the Note Purchase Collateral Agent (1) if, at least ninety days prior to its stated expiration, it is not replaced with a further Debt Service Letter of Credit delivered to the Note Purchase Collateral Agent in a face amount, or by cash or Permitted Investments deposited to the credit of the Debt Service Reserve Account are in an aggregate amount, sufficient to be held in trust by the Trustee. (b) At any time assure that the aggregate amount on deposit deposited in or credited to the Debt Service Reserve Account exceeds shall be at least equal to the Debt Service ReserveReserve Requirement as at the time of such replacement, (2) upon the occurrence of an Event of Default, and (3) if on any date the Note Purchase Collateral Agent receives notice from the Borrower or any holder of the Term Notes that the issuer of such Debt Service Letter of Credit is not or has ceased to be an Eligible Issuer. The proceeds from any drawing under a Debt Service Letter of Credit shall be deposited into the Debt Service Reserve Account and be held and applied by the Note Purchase Collateral Agent in accordance with the applicable provisions of the Note Purchase Agreement and the Note Purchase Collateral Agency Agreement. Upon the written request of the Borrower furnished to the Note Purchase Collateral Agent (with a copy to the Agent), the Company may withdraw the amount Note Purchase Collateral Agent shall return any Debt Service Letter of such excess by executing and delivering a DSRA Withdrawal Certificate the form of which is attached hereto as Appendix L; provided that, the Company shall not make more than two such withdrawals in any calendar year. (c) Concurrently with the execution of this Indenture, the Company shall deliver Credit to the Trustee Appendix Nnamed account party thereof if, which contains after giving effect to such return, (x) the authorized signer designations in Part A thereof. (d) The Trustee shall confirm each funds transfer instruction received in cash and Permitted Investments remaining on deposit to the name credit of the Company by means of the security procedure selected by the Company and communicated Debt Service Reserve Account would be at least equal to the Trustee through a signed certificate in the form Debt Service Reserve Requirement and (y) no Event of Appendix N attached heretoDefault shall have occurred and be continuing, which upon receipt by the Trustee shall become a part of this Indenture. Once delivered to the Trustee, Appendix N may be received or rescinded only by a writing signed by an authorized representative of the Company. Such revisions or rescissions shall be effective only after actual receipt and following (z) such period of time as may be necessary to afford the Trustee a reasonable opportunity to act on it. If a revised Appendix N or a rescissions of an existing Appendix N is delivered to the Trustee by an entity that is a successor-in-interest to the Company, such document request shall be accompanied by additional documentation satisfactory an Officer's Certificate to the Trustee showing that such entity has succeeded effects set forth in clauses (x) and (y) of this sentence (upon which Officer's Certificate the Note Purchase Collateral Agent shall be conclusively entitled to rely). Amounts, if any, credited to the rights and responsibilities Debt Service Reserve Account in excess of the Company under this Indenture. (e) The Company understands Debt Service Reserve Requirement applicable from time to time may be withdrawn therefrom upon the Trustee’s inability to receive or confirm funds transfer instructions pursuant request of the Borrower in the manner and subject to the security procedures selected by conditions specified in Section 3.5 of the Company may result in a delay in accomplishing such funds transfer, and agree that the Trustee shall not be liable for any loss caused by any such delayNote Purchase Collateral Agency Agreement.

Debt Service Reserve Account. (ai) The Trustee agrees As contemplated in Section 2.1, on or prior to open and maintain the Term-Conversion Date, Depositary shall establish in the name of the Administrative Agent at Depositary an account entitled “New York 2006 Portfolio Wind Generation Projects - Debt Service Reserve Account” (other than with respect the “Debt Service Reserve Account”). On the Term-Conversion Date, Borrower shall deposit or cause to funding) be deposited into the Debt Service Reserve Account at all timesan amount equal to the DSRA Minimum Balance (minus the undrawn Stated Amount of any Acceptable DSRA LC posted as of such date). All amounts contained in On each Repayment Date, Borrower shall cause to be deposited into the Debt Service Reserve Account are pursuant to be held an Executed Withdrawal/Transfer Certificate all Project Revenues or other amounts in trust by the TrusteeOperating Account in excess of the amounts applied pursuant to Section 5.2(a)(i) through (ix) until the amount deposited therein equals the DSRA Minimum Balance (minus the undrawn Stated Amount of any Acceptable DSRA LC posted as of such date). (bii) At any time Borrower shall be permitted to withdraw amounts from the Debt Service Reserve Account pursuant to an Executed Withdrawal/Transfer Certificate to pay fees, costs, charges and other amounts due to Administrative Agent and the other Lenders and to pay amounts of principal and interest due under the Loans in the event that Project Revenues or other amounts in the amount Operating Account are insufficient therefor. Notwithstanding the foregoing, Administrative Agent shall be entitled to withdraw amounts from the Debt Service Reserve Account to pay fees, costs, charges and other amounts due to Administrative Agent and the other Lenders and to pay amounts of principal and interest due under the Loans (pursuant to an Executed Withdrawal/Transfer Certificate executed and delivered solely by Administrative Agent) in the event that Project Revenues or other amounts in the Operating Account are insufficient therefor. Amounts on deposit in the Debt Service Reserve Account exceeds shall also be applied toward the payment of any outstanding Energy Hedge LC Loan. (iii) Borrower shall be entitled to fund the Debt Service ReserveReserve Account by providing to Administrative Agent, as named beneficiary thereof and in an amount equal to the Company may withdraw then-applicable DSRA Minimum Balance less any amounts then on deposit in the Debt Service Reserve Account, one or more Acceptable DSRA LCs, and the amount available for drawdown under such letter(s) of credit from time to time shall be credited toward satisfaction of the DSRA Minimum Balance. If an Acceptable DSRA LC is then in place, to the extent necessary to make withdrawals from the Debt Service Reserve Account in accordance with this Section 5.3(d)(iii), Administrative Agent shall from time to time, first withdraw any amounts on deposit in the Debt Service Reserve Account and second draw on such excess by executing and delivering a Acceptable DSRA Withdrawal Certificate the form of which is attached hereto as Appendix L; provided that, the Company shall not make more than two such withdrawals LC in any calendar year. (c) Concurrently accordance with the execution of this Indenture, the Company shall deliver to the Trustee Appendix N, which contains the authorized signer designations in Part A procedures and requirements thereof. (div) The Trustee shall confirm each funds transfer instruction received In the event that on any Repayment Date the amounts on deposit in the name Debt Service Reserve Account exceed the DSRA Minimum Balance, then Administrative Agent, upon the request of the Company by means of the security procedure selected by the Company and communicated to the Trustee through a signed certificate Borrower, shall cause all such excess amounts on deposit in the form Debt Service Reserve Account to be deposited into the Operating Account for application in accordance with Section 5.2(a)(xi); provided, that any portion of Appendix N attached heretosuch excess amounts that comprise or are otherwise attributable to interest earnings (or other amounts earned from the making of Permitted Investments) shall instead be deposited into the Operating Account for application in accordance with Section 5.2(a)(i); provided further, which upon receipt by the Trustee shall become a part of this Indenture. Once delivered to the Trustee, Appendix N may be received or rescinded only by a writing signed by an authorized representative of the Company. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Trustee a reasonable opportunity to act that if on it. If a revised Appendix N or a rescissions of an existing Appendix N is delivered to the Trustee by an entity that is a successor-in-interest to the Company, such document shall be accompanied by additional documentation satisfactory to the Trustee showing that such entity has succeeded to the rights and responsibilities of the Company under this Indenture. (e) The Company understands the Trustee’s inability to receive or confirm funds transfer instructions pursuant to the security procedures selected by the Company may result in a delay in accomplishing such funds transfer, and agree that the Trustee shall not be liable for any loss caused by any such delayRepayment Date amounts on deposit in any other Reserve Account would otherwise be required to be withdrawn and transferred to replenish any shortfall in any other Account, then such excess amounts shall instead be used to replenish any such shortfall.

Debt Service Reserve Account. (a) The Trustee agrees There shall be created and maintained a Debt Service Reserve Account to open and maintain (other than be used, as herein provided, solely for the payment of Debt Service Charges with respect any series of Obligations for which a reserve fund has been mandated pursuant to funding) the Series Resolution which authorized the issuance of such series of Obligations. A separate subaccount shall be created in the Supplemental Debt Service Reserve Account for each series of Obligations for which a reserve fund has been mandated by the Series Resolution which authorized such series of Obligations and each separate subaccount shall secure only the particular series of Obligations to which it is related. If, on the date upon which Debt Service Charges on any Obligations which are secured by a Debt Service Reserve Account or subaccount held by the Trustee fall due, the subaccount within the Debt Service Payment Account related to such Obligations is insufficient to meet such Debt Service Charges to be paid therefrom on such date, the Trustee, without necessity for any order by the University, shall immediately transfer from the appropriate subaccount of the Debt Service Reserve Account at all timesan amount sufficient to make up such deficiency in the subaccount of the Debt Service Payment Account. All Except as may be provided in the applicable Series Resolution or Supplemental Trust Agreement, if on the day upon which amounts contained are due to a Hedge Provider under an Interest Rate Hedge Agreement or are due to a Credit Support Provider in reimbursement for amounts provided under a Credit Support Instrument, the amount in the subaccount within the Debt Service Payment Account related to such Debt Service Charges (other than from any amounts provided under an Interest Rate Hedge Agreement or Credit Support Instrument) is insufficient to pay such amounts to such Hedge Provider or Credit Support Provider on that date, the Trustee, without necessity for any further order of the University or officer thereof, shall make available for such reimbursement any amounts in the related subaccount of the Debt Service Reserve Account for the series of Obligations to which the Interest Rate Hedge Agreement or Credit Support Instrument applies that are necessary to make up that insufficiency. The amount so transferred shall be held applied only to the payment of Debt Service Charges on the Obligations to which that Debt Service Reserve Account pertains or for the payment of any amounts due to a Hedge Provider under an Interest Rate Hedge Agreement or to a Credit Support Provider as reimbursement of draws under a Credit Support Instrument in trust by connection with the Trustee. (b) At Obligations to which that Debt Service Reserve Account pertains. Subject to the foregoing, any time that the amount on deposit in a subaccount of the Debt Service Reserve Account exceeds in excess of the amount required to be maintained therein pursuant to the Series Resolution which created such subaccount or the Certificate of Award (the "Required Amount") shall be transferred to the Debt Service ReservePayment Account or to the Redemption and Purchase Account for the purposes thereof, if and to the extent ordered by the Fiscal Officer. Such excess shall be determined by calculating the Required Amount with reference to Outstanding Obligations of the particular series only, excluding any Obligations for the redemption or purchase of which such excess is being transferred to the Redemption and Purchase Account. Within one hundred eighty (180) days after the end of each Fiscal Year, the Company may withdraw the amount of such excess by executing and delivering a DSRA Withdrawal Certificate the form of which is attached hereto as Appendix L; provided thatUniversity shall, the Company shall not make more than two such withdrawals in any calendar year. (c) Concurrently with the execution of this Indenturefrom General Receipts, the Company shall deliver restore to the Trustee Appendix N, which contains various subaccounts within the authorized signer designations Debt Service Reserve Account any amounts transferred therefrom or any decrease in Part A thereof. (d) The Trustee shall confirm each funds transfer instruction received value determined pursuant to Section 4.14 hereof in such Fiscal Year so that the name of the Company by means of the security procedure selected by the Company and communicated amounts in such subaccounts are at least equal to the Trustee through a signed certificate in the form of Appendix N attached hereto, which upon receipt by the Trustee shall become a part of this Indenture. Once delivered to the Trustee, Appendix N may be received or rescinded only by a writing signed by an authorized representative of the Company. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Trustee a reasonable opportunity to act on it. If a revised Appendix N or a rescissions of an existing Appendix N is delivered to the Trustee by an entity that is a successor-in-interest to the Company, such document shall be accompanied by additional documentation satisfactory to the Trustee showing that such entity has succeeded to the rights and responsibilities of the Company under this Indenturevarious Required Amounts. (e) The Company understands the Trustee’s inability to receive or confirm funds transfer instructions pursuant to the security procedures selected by the Company may result in a delay in accomplishing such funds transfer, and agree that the Trustee shall not be liable for any loss caused by any such delay.

Debt Service Reserve Account. (aA) The Trustee agrees to open and maintain (other than with respect to funding) the Debt Service Reserve Account at all times. All amounts contained There shall be deposited in the Debt Service Reserve Account are all amounts required to be held in trust deposited therein pursuant to this Indenture and any Supplemental Indenture and any other amounts received and determined to be deposited therein by the Trustee.Agency.‌ (bB) At any time that Amounts on deposit in the Debt Service Reserve Account shall be applied, to the extent other funds are not available therefor pursuant to this Indenture and the applicable Supplemental Indenture, to pay the Principal Installments of and interest on the Outstanding Bonds when due, whether by call for redemption or otherwise, and Qualified Hedge Payments, if any, when due. Whenever the amount on deposit in the Debt Service Reserve Account exceeds the Debt Service ReserveReserve Account Requirement, the Company may Trustee shall, if so directed by the Agency, withdraw from the Debt Service Reserve Account the amount of any excess therein over the Debt Service Reserve Account Requirement as of the date of such excess by executing withdrawal and delivering a DSRA Withdrawal Certificate deposit the form of which is attached hereto as Appendix L; provided that, monies so withdrawn into the Company shall not make more than two such withdrawals in any calendar yearRevenue Account. (cC) Concurrently with Moneys in the execution Debt Service Reserve Account may, and at the direction of this Indenturethe Agency shall, be withdrawn from the Company shall deliver to Debt Service Reserve Account by the Trustee Appendix Nand deposited in the Redemption Account for the purchase or redemption of Bonds at any time, which contains provided that subsequent to such purchase or redemption the authorized signer designations amount in Part A thereofthe Debt Service Reserve Account will not be less than the Debt Service Reserve Account Requirement. (dD) The Trustee shall confirm each funds transfer instruction received If on any Interest Payment Date or Redemption Date for the Bonds the amount in the name Revenue Account and the Redemption Account, as applicable, shall be less than the amount required for the payment of the Company by means of Principal Installments and interest due on the security procedure selected by the Company Outstanding Bonds on such date and communicated to the Trustee through a signed certificate in the form of Appendix N attached heretoQualified Hedge Payments, which upon receipt by if any, due on such date, the Trustee shall become a part of this Indenture. Once delivered apply amounts from the Debt Service Reserve Account to the Trustee, Appendix N may be received or rescinded only by a writing signed by an authorized representative of the Company. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be extent necessary to afford make good the Trustee a reasonable opportunity to act on it. If a revised Appendix N or a rescissions of an existing Appendix N is delivered to the Trustee by an entity that is a successor-in-interest to the Company, such document shall be accompanied by additional documentation satisfactory to the Trustee showing that such entity has succeeded to the rights and responsibilities of the Company under this Indenturedeficiency. (eE) The Company understands Notwithstanding anything to the Trustee’s inability to receive or confirm funds transfer instructions contrary contained in this Section, if, pursuant to a Supplemental Indenture, amounts obtained under a Credit Facility are to be used to pay the security procedures selected by Principal Installments of and interest on Bonds, then amounts in the Company Debt Service Reserve Account which would otherwise have been used for such purposes may result be applied to reimburse the Credit Facility Provider for the amounts so obtained, all in a delay in accomplishing accordance with such funds transfer, and agree that the Trustee shall not be liable for any loss caused by any such delaySupplemental Indenture.

Debt Service Reserve Account. (a) After it is issued, the Company shall deliver, or cause to be delivered, to the Collateral Agent the DSR Letter of Credit, which shall be available for drawing by the Collateral Agent upon the earlier to occur of (i) the Commercial Operation Date or (ii) the Guaranteed Provisional Acceptance Date. The Collateral Agent shall hold the DSR Letter of Credit as security agent for the Trustee agrees and the DSR LOC Provider to open the extent of its interest therein. The Collateral Agent is hereby authorized to submit sight drafts and maintain other required documentation under the DSR Letter of Credit, in each case, when and to the extent permitted under the DSR Letter of Credit and for the purposes specified in this Section 3.12. (other than b) Upon the occurrence of the Commercial Operation Date, the Debt Service Reserve Account, shall be funded, if necessary after taking into account the Stated Amount of the DSR Letter of Credit, from monies available in the Construction Account for such purpose in accordance with respect Section 3.9 in an amount up to fundingthe DSRA Required Balance. (c) Subsequent to the Commercial Operation Date, the Debt Service Reserve Account at all times. All amounts contained shall be funded, if necessary, from monies transferred from the Revenue Account as and when specified in Section 3.10. (d) Notwithstanding any other provision hereof to the contrary, when determining (i) the amount, if any, required to be deposited (or the amount so required to be deposited) into the Debt Service Reserve Account are from time to be held in trust by time or (ii) whether the Trustee. (b) At any time that Debt Service Reserve Account has deposited therein the amount DSRA Required Balance, amounts on deposit in the Debt Service Reserve Account exceeds shall be aggregated with the amount available to be drawn on the DSR Letter of Credit. (e) When there are insufficient monies in the Bond Payment Account on any Bond Payment Date to pay the interest or principal then due on the Bonds, the Collateral Agent shall, upon receipt 2 Business Days prior to such Bond Payment Date of an Officer's Certificate of the Company and as directed in such certificate, in the following order of priority: FIRST, withdraw monies on deposit in the Debt Service ReserveReserve Account; and SECOND, draw on the DSR Letter of Credit in accordance with the terms and provisions thereof up to the amount available for such purpose thereunder, in each case, to the extent necessary to make such interest or principal payment on the Bonds and transfer such monies to the Trustee for deposit in the Bond Payment Account for application against such payment. (f) If the Collateral Agent receives a written notice from the Company stating that there has been a reduction in the long-term debt rating of the DSR LOC Provider below the Required Rating, or if a Responsible Officer of the Collateral Agent otherwise becomes aware of such reduction, and the DSR Letter of Credit has not been replaced within the time period specified therefor, the Collateral Agent shall draw on the DSR Letter of Credit in the amount necessary to fund the Debt Service Reserve Account up to the DSRA Required Balance (as certified in an Officer's Certificate of the Company delivered to the Collateral Agent, calculated without aggregating therewith the amount available to be drawn under the DSR Letter of Credit but taking into account amounts then on deposit in or credited to the Debt Service Reserve Account), whereupon the Collateral Agent shall deposit the proceeds of such drawing in the Debt Service Reserve Account, and the DSR Letter of Credit shall thereupon automatically terminate. The Company shall give the notice specified in this Section 3.12(f) within three (3) Business Days of its actual knowledge of the event giving rise to such notice. (g) If the Collateral Agent receives a written notice from the DSR LOC Provider substantially in the form of Annex 2 to the DSR Letter of Credit, stating that the DSR LOC Provider shall terminate the DSR Letter of Credit on the date specified in such notice (which termination date shall be no sooner than 60 days following the giving of such notice), the Collateral Agent shall, within three (3) Business Days of receipt of such notice, draw on the DSR Letter of Credit in an amount equal to the amount necessary to fund the Debt Service Reserve Account up to the DSRA Required Balance (calculated without aggregating therewith the amount available to be drawn under the DSR Letter of Credit), whereupon the Collateral Agent shall deposit the proceeds of such drawing in the Debt Service Reserve Account, and the DSR Letter of Credit shall thereupon automatically terminate. (h) If a Trigger Event shall have occurred and be continuing and the Collateral Agent has received the written request of the Required Senior Parties contained in Senior Party Certificates and such notice has not been rescinded, then the Collateral Agent, upon receipt of an Officer's Certificate of the Company setting forth the DSRA Required Balance (calculated without aggregating therewith the amount available to be drawn under the DSR Letter of Credit), shall draw on the DSR Letter of Credit in an amount equal to the amount necessary to fund the Debt Service Reserve Account up to the DSRA Required Balance (calculated as described in the immediately preceding parenthetical), whereupon the Collateral Agent shall distribute the proceeds of such drawing, together with other amounts available in the Debt Service Reserve Account, to the Trustee, and the DSR Letter of Credit shall thereupon automatically terminate. The failure of the Collateral Agent to receive the written request of the Required Senior Parties contained in Senior Party Certificates shall not limit the rights or obligations of the Collateral Agent otherwise provided for herein. (i) If, subsequent to the Commercial Operation Date, monies transferred to the DSR LOC Provider pursuant to Section 3.10(b) THIRD are insufficient to repay the interest on any DSR LOC Loans due or becoming due on the first day of such month, the Collateral Agent, upon receipt of a certificate of an Authorized Officer of the DSR LOC Provider notifying the Collateral Agent of the existence, and setting forth the amount, of such shortfall, within two (2) Business Days of receipt of such certificate shall draw on the DSR Letter of Credit in an amount equal to the amount of such shortfall and transfer such amount to the DSR LOC Provider in payment (in whole or part) of such interest on such DSR LOC Loans. Notwithstanding the foregoing, in no event shall any draw on the DSR Letter of Credit under this Section 3.12(i) individually or in the aggregate with all other such draws less draws previously reimbursed exceed an amount (the "INTEREST PORTION") equal to six (6) months of interest on the Maximum Stated Amount of the DSR Letter of Credit computed at a rate per annum equal to (x) 2% plus (y) the three-month LIBOR rate as in effect two Business Days prior to the date of issuance of the DSR Letter of Credit plus (z) 50 basis points; PROVIDED, HOWEVER, that to the extent amounts available to be drawn under the DSR Letter of Credit have been reinstated due to reimbursement of prior draws on the DSR Letter of Credit, draws on the DSR Letter of Credit under this Section 3.12(i) may withdraw equal (in the aggregate with all other such draws) the sum of (x) the Interest Portion plus (y) an amount equal to the aggregate amount of all reinstatements of amounts available to be drawn under the DSR Letter of Credit allocable to prior reimbursements of draws on the DSR Letter of Credit under this Section 3.12(i) (such allocation shall be determined by multiplying the aggregate amount of prior reimbursements of draws by a fraction, the numerator of which is the aggregate amount of drawings under the DSR Letter of Credit described in this paragraph and the denominator of which is the aggregate amount of drawings under the DSR Letter of Credit for all purposes). (j) Unless the DSR Letter of Credit is not extended or replaced or unless there has been a DSR LOC Event of Default all as described under the DSR LOC Reimbursement Agreement, amounts available for drawing under the DSR Letter of Credit shall be reinstated immediately to the extent of any reimbursement of principal in respect of DSR LOC Loans (but not DSR LOC Term Loans or DSR Bonds). (k) If the Company and the DSR LOC Provider shall agree to issue or reinstate the DSR Letter of Credit in an amount that, when aggregated with cash on deposit in the Debt Service Reserve Account, would exceed the DSRA Required Balance (the amount of such excess by executing and delivering a DSRA Withdrawal Certificate being referred to hereinafter as the form of which is attached hereto as Appendix L; provided that"EXCESS AMOUNT"), the Company shall not make more than Collateral Agent shall, within two such withdrawals in any calendar year. (c2) Concurrently with the execution Business Days of this Indenture, the Company shall deliver to the Trustee Appendix N, which contains the authorized signer designations in Part A thereof. (d) The Trustee shall confirm each funds transfer instruction received in the name of the Company by means of the security procedure selected by the Company and communicated to the Trustee through a signed certificate in the form of Appendix N attached hereto, which upon receipt by the Trustee shall become a part Collateral Agent of this Indenture. Once delivered to the Trustee, Appendix N may be received (i) such reissued or rescinded only by a writing signed by reinstated DSR Letter of Credit and (ii) an authorized representative Officer's Certificate of the Company. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Trustee a reasonable opportunity to act on it. If a revised Appendix N or a rescissions of , transfer an existing Appendix N is delivered amount equal to the Trustee by an entity that is a successor-in-interest Excess Amount to the CompanyRevenue Account for application in accordance with clause ELEVENTH of Section 3.10; PROVIDED, such document shall be accompanied by additional documentation satisfactory to that the Trustee showing that such entity has succeeded to the rights and responsibilities amount of the Company under this IndentureDSR Letter of Credit may not exceed the DSRA Required Balance. (e) The Company understands the Trustee’s inability to receive or confirm funds transfer instructions pursuant to the security procedures selected by the Company may result in a delay in accomplishing such funds transfer, and agree that the Trustee shall not be liable for any loss caused by any such delay.

Debt Service Reserve Account. (ai) The Trustee agrees As contemplated in Section 2.1, on or prior to open and maintain the Term-Conversion Date, Depositary shall establish in the name of the Collateral Agent at Depositary an account entitled “New York 2008 Portfolio Wind Generation Projects - Debt Service Reserve Account” (other than with respect the “Debt Service Reserve Account”). On the Term-Conversion Date, Borrower shall deposit or cause to funding) be deposited into the Debt Service Reserve Account at all timesan amount equal to the DSRA Minimum Balance (minus the undrawn Stated Amount of any Acceptable DSRA LC posted as of such date). All amounts contained in On each Repayment Date, Borrower shall cause to be deposited into the Debt Service Reserve Account are pursuant to be held an Executed Withdrawal/Transfer Certificate all Project Revenues or other amounts in trust by the TrusteeOperating Account in excess of the amounts applied pursuant to Section 5.2(a)(i) through (x) until the amount deposited therein equals the DSRA Minimum Balance (minus the undrawn Stated Amount of any Acceptable DSRA LC posted as of such date). (bii) At any time Unless and until an Event of Default shall have occurred and be continuing, Borrower shall be permitted to withdraw amounts from the Debt Service Reserve Account pursuant to an Executed Withdrawal/Transfer Certificate to pay fees, costs, charges and other amounts due to Administrative Agent, Collateral Agent and the other Lenders and to pay amounts of principal and interest due under the Loans in the event that Project Revenues or other amounts in the amount Operating Account are insufficient therefor. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall be entitled to withdraw amounts from the Debt Service Reserve Account to pay fees, costs, charges and other amounts due to Administrative Agent, Collateral Agent and the other Obligations under and the Financing Agreement (pursuant to an Executed Withdrawal/Transfer Certificate executed and delivered solely by Collateral Agent) in the event that Project Revenues or other amounts in the Operating Account are insufficient therefor. Amounts on deposit in the Debt Service Reserve Account exceeds may also be applied toward the payment of any outstanding Energy Hedge LC Loan or Project Agreement LC Loan. (iii) At any time, unless an Event of Default shall have occurred and be continuing, Borrower shall be permitted to withdraw amounts from the Debt Service ReserveReserve Account pursuant to an Executed Withdrawal/Transfer Certificate, transfer such amounts to the Company may withdraw Distributable Cash Account and fund the Debt Service Reserve Account by providing to Collateral Agent, as named beneficiary thereof and in an amount equal to the then-applicable DSRA Minimum Balance, one or more Acceptable DSRA LCs, and the amount available for drawdown under such letter(s) of credit from time to time shall be credited toward satisfaction of the DSRA Minimum Balance. If an Acceptable DSRA LC is then in place, to the extent necessary to make withdrawals from the Debt Service Reserve Account in accordance with this Section 5.3(c)(iii), Collateral Agent shall from time to time, first withdraw any amounts on deposit in the Debt Service Reserve Account and second draw on such excess by executing and delivering a Acceptable DSRA Withdrawal Certificate the form of which is attached hereto as Appendix L; provided that, the Company shall not make more than two such withdrawals LC in any calendar year. (c) Concurrently accordance with the execution of this Indenture, the Company shall deliver to the Trustee Appendix N, which contains the authorized signer designations in Part A procedures and requirements thereof. (div) The Trustee shall confirm each funds transfer instruction received In the event that on any Repayment Date the amounts on deposit in the name Debt Service Reserve Account (together with the amounts available to be drawn under Acceptable DSRA LCs) exceed the DSRA Minimum Balance, then Collateral Agent, upon the request of the Company Borrower, by means of the security procedure selected by the Company and communicated written instruction to the Trustee through a signed certificate Depositary, shall cause all such excess amounts on deposit in the form of Appendix N attached hereto, which upon receipt by Debt Service Reserve Account to be deposited into the Trustee shall become a part of this Indenture. Once delivered to the Trustee, Appendix N may be received or rescinded only by a writing signed by an authorized representative of the Company. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Trustee a reasonable opportunity to act on it. If a revised Appendix N or a rescissions of an existing Appendix N is delivered to the Trustee by an entity that is a successor-in-interest to the Company, such document shall be accompanied by additional documentation satisfactory to the Trustee showing that such entity has succeeded to the rights and responsibilities of the Company under this IndentureOperating Account for application in accordance with Section 5.2(a)(viii). (e) The Company understands the Trustee’s inability to receive or confirm funds transfer instructions pursuant to the security procedures selected by the Company may result in a delay in accomplishing such funds transfer, and agree that the Trustee shall not be liable for any loss caused by any such delay.

Debt Service Reserve Account. (ai) The Trustee agrees to open and maintain (other than with respect to funding) the Debt Service Reserve Account at all times. All amounts contained in the Debt Service Reserve Account are to be held in trust by the Trustee. (bii) At any time that the amount on deposit in the Debt Service Reserve Account exceeds the Debt Service Reserve, the Company may withdraw the amount of such excess by executing and delivering a DSRA Withdrawal Certificate the form of which is attached hereto as Appendix L; provided that, the Company shall not make more than two such withdrawals in any calendar year. (ciii) Concurrently with the execution of this Indenture, the Company shall deliver to the Trustee Appendix N, which contains the authorized signer designations in Part A thereof. (div) The Trustee shall confirm each funds transfer instruction received in the name of the Company by means of the security procedure selected by the Company and communicated to the Trustee through a signed certificate in the form of Appendix N attached hereto, which upon receipt by the Trustee shall become a part of this Indenture. Once delivered to the Trustee, Appendix N may be received or rescinded only by a writing signed by an authorized representative of the Company. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Trustee a reasonable opportunity to act on it. If a revised Appendix N or a rescissions of an existing Appendix N is delivered to the Trustee by an entity that is a successor-in-interest to the Company, such document shall be accompanied by additional documentation satisfactory to the Trustee showing that such entity has succeeded to the rights and responsibilities of the Company under this Indenture. (ev) The Company understands the Trustee’s inability to receive or confirm funds transfer instructions pursuant to the security procedures selected by the Company may result in a delay in accomplishing such funds transfer, and agree that the Trustee shall not be liable for any loss caused by any such delay.