Common use of Undertakings Relating to the Financing Clause in Contracts

Undertakings Relating to the Financing. The Project Party hereby acknowledges and agrees for the benefit of the Secured Parties that: (a) The Collateral Trustee or any other Secured Party shall be entitled, but shall not be obligated, to exercise any and all rights of EPOS under the Assigned Agreement in accordance with its terms and the Project Party shall comply in all respects with such exercise. Without limiting the generality of the foregoing, the Collateral Trustee or any other Secured Party shall have the full right and power to enforce directly against the Project Party all obligations of the Project Party under the Assigned Agreement and otherwise to exercise all remedies thereunder and to make all demands and give all notices and make all requests required or permitted to be made by EPOS under the Assigned Agreement. The Project Party agrees to recognize the Collateral Trustee or any other person or entity acting pursuant to any power of attorney given by EPOS in or pursuant to the Security Agreements as the true and lawful attorney-in-fact of EPOS empowered to perform and exercise all things, acts and rights on behalf of or for the account of EPOS in accordance with the terms of the Assigned Agreement. EPOS acknowledges and agrees that the Project Party is authorized to act or refrain from acting pursuant to the instructions of the Collateral Trustee in accordance with this Consent and Agreement, and the Project Party shall bear no liability to EPOS in connection therewith. If the Project Party receives inconsistent instructions from more than one of the Collateral Trustee or any other Secured Party, then the Project Party shall not be obligated to take any action until such inconsistent instructions are either withdrawn or amended to resolve such inconsistency. In exercising its rights and powers under this Section 2(a), each Secured Party shall act in accordance with the Security Agreements and applicable law and shall not exercise such rights or powers except upon the occurrence and during the continuation of an Event of Default, and the Project Party shall be entitled to assume, without investigation or liability to the Company, that each Secured Party is so acting. (b) The Project Party shall not, without the prior written consent of the Collateral Trustee, take any action to: (i) consent to or accept any cancellation, termination or suspension of the Assigned Agreement by EPOS; or (ii) exercise any of its rights set forth in the Assigned Agreement to cancel or terminate, or suspend performance under, the Assigned Agreement, unless the Project Party shall have delivered to the Collateral Trustee at least 30 calendar days’ prior written notice of its intent to exercise such right, specifying the nature of the default or other circumstances giving rise to such right; or (iii) sell, assign, delegate or otherwise dispose of (by operation of law or otherwise) any part of its interest in the Assigned Agreement. In furtherance of the foregoing clause (ii), the Project Party agrees that, notwithstanding anything contained in the Assigned Agreement to the contrary, if physical possession of the Project or any portion thereof is necessary to cure any default (other than a payment default) referred to in such clause (ii) and the Collateral Trustee or any of the other Secured Parties or their designee(s) or assignee(s) commences proceedings or other actions necessary to obtain or secure such possession of the Project within the applicable 30-day period for the Secured Parties, then the Project Party will not take any action to terminate or suspend the Assigned Agreement on account of such default so long as the Collateral Trustee or such other Secured Party or their designee(s) or assignee(s) diligently pursues such proceedings or other actions necessary to obtain or secure such possession of the Project and all payment defaults of EPOS under the Assigned Agreement have been cured. The Collateral Trustee and the Secured Parties’ determination that a default under the Assigned Agreements is of such a nature that it cannot practicably be cured without first taking possession of or obtaining entry to the Facility shall, if reasonably made in good faith, be binding on the Project Party, the Collateral Trustee and the Secured Parties (and their agents, assignees or designees). The Collateral Trustee shall provide notice to the Project Party prior to the commencement of any such proceeding or the taking of any such other action; provided that the failure of the Collateral Trustee to provide such notice shall not affect the effectiveness of any such proceeding or action. If the Secured Parties are prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceedings involving EPOS, from commencing or prosecuting foreclosure or other appropriate proceedings or actions, the 30-day period specified in this subparagraph for commencing or prosecuting such foreclosure or other proceedings or actions shall be extended for the period of such prohibition, which extension period shall not exceed 180 days. No curing of or attempt to cure any defaults of EPOS under the Assigned Agreement shall be construed as an assumption by the Collateral Trustee or any other Secured Party of any covenants, agreements or obligations of EPOS under the Assigned Agreement. (c) With respect to the Assigned Agreement, the Project Party shall deliver to the Collateral Trustee at the address set forth on the signature pages hereof, or at such other address as the Collateral Trustee may designate in writing from time to time to the Project Party, concurrently with the delivery thereof to EPOS, a copy of each notice from the Project Party to EPOS of default, termination, arbitration, force majeure or notification of any indemnity payment to be made by EPOS. (d) Neither the Collateral Trustee nor the Secured Parties shall be required to continue to proceed to obtain possession or entry, or to continue in possession of the Facility, pursuant to the foregoing Section 2(b) if and when such default shall be cured. If the Collateral Trustee, any Secured Party or any nominee, or a purchaser at the foreclosure sale, shall acquire title to the Facility and shall cure all payment defaults and all other defaults which are susceptible of being cured by the Collateral Trustee, a Secured Party or such purchaser, as the case may be, then any default (excluding any payment default) of EPOS which is not susceptible of being cured by the Collateral Trustee, a Secured Party or such purchaser, as the case may be, shall no longer be deemed to be a default under any Assigned Agreement; provided, however, that nothing in this Section 2(d) shall be deemed to be a waiver by the Project Party of any rights or remedies it may have against EPOS for any such defaults which are not susceptible of cure, subject, however, to the limitations on the exercise of such remedies provided in this Consent and Agreement. (e) The Secured Parties may assign their rights and interests and the rights and interests of EPOS under the Assigned Agreement to any purchaser or transferee of the Facility, upon notice to the Project Party, if such purchaser or transferee does not have as its primary business commodity and/or oil trading, is reputable and solvent, will not be rendered insolvent by such assumption, and assumes the obligations of EPOS under the Assigned Agreement. The Project Party hereby acknowledges, consents to and shall be bound by any such assignment and assumption which does not by its terms modify the provisions of the Assigned Agreement. Upon such assignment and assumption, the Secured Parties shall be relieved of all obligations arising under the Assigned Agreement after such assignment and assumption. If the purchaser or transferee of EPOS’ interest under the Assigned Agreement shall execute and deliver to the Secured Parties a mortgage and/or a security agreement with respect to such purchaser or transferee’s interests in the Facility and the Assigned Agreement, this Consent and Agreement shall remain in full force and effect, and such new mortgage and or security agreement (if their substantive terms are the same as those comprising the Security Agreements) shall be deemed to be the Security Agreements hereunder. Foreclosure of any Security Agreement, or any sale thereunder by the Collateral Trustee or any Secured Party, whether by judicial proceeding or any power of sale, or any conveyance from EPOS in lieu thereof, shall not require the consent of the Project Party or constitute a breach of any Assigned Agreement. Upon receipt of notice of such foreclosure, sale or conveyance, the Project Party shall recognize the Secured Parties or their transferee, as the case may be, as the party to the relevant Assigned Agreement, subject, however, to the assumption by such party of the obligations of EPOS under the Assigned Agreement and to compliance with the provisions of this Section 2(e). (f) In the event that (i) the Assigned Agreement is rejected by a trustee, liquidator, debtor-in-possession or similar person or entity in any bankruptcy, insolvency or similar proceeding involving EPOS or (ii) the Assigned Agreement is terminated as a result of any bankruptcy, insolvency or similar proceeding involving EPOS and, if within 30 calendar days after such rejection or termination, the Collateral Trustee or its designee(s) or assignee(s) shall so request and shall certify in writing to the Project Party that it will perform the obligations of EPOS as and to the extent required under the Assigned Agreement (as if it had not been rejected or terminated, but otherwise only to the extent such obligations would be undertaken had such person or entity succeeded to EPOS thereunder pursuant to Section 2(d) or 2(e) hereof), the Project Party will execute and deliver to the Collateral Trustee or such designee(s) or assignee(s) described in Section 2(e) above a new Assigned Agreement which shall be for the balance of the remaining term under the original Assigned Agreement before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Assigned Agreement (except for any requirements which have been fulfilled by EPOS and the Project Party prior to such rejection or termination or which are not required to be undertaken by such person or entity as aforesaid); provided that as a condition to execution of a new Assigned Agreement, the Collateral Trustee or such designee(s) or assignee(s) shall have cured all payment defaults existing under the Assigned Agreement. References in this Consent and Agreement to the “Assigned Agreement” shall be deemed also to refer to the new Assigned Agreement in replacement thereof. The provisions of this Section 2(f) shall, except as expressly noted, be applicable notwithstanding any provisions of the Assigned Agreement to the contrary. (g) In the event that the Collateral Trustee or its designee(s), or any purchaser, transferee, grantee or assignee of the interests of the Collateral Trustee or its designee(s) in the Project, assume or are liable under the Assigned Agreement (as contemplated in Section 2(d), (e) or (f) above or otherwise), liability in respect of any and all obligations of any such person or entity under the Assigned Agreement shall be limited solely to such person’s or entity’s interest in the Project (and no officer, director, employee, shareholder, affiliate or agent thereof shall have any liability with respect thereto). (h) All references in this Consent and Agreement to the “Collateral Trustee” shall be deemed to refer to the Collateral Trustee and/or any designee or assignee thereof acting on behalf of and for the benefit of the Secured Parties (regardless of whether so expressly provided), and all actions permitted to be taken by the Collateral Trustee under this Consent and Agreement may be taken by any such designee or assignee or directly by the other Secured Parties. (i) The Project Party acknowledges that, notwithstanding any security interest, mortgage, pledge, collateral assignment or assignment in guaranty or any power of attorney executed in favor of the Secured Parties or the Collateral Trustee, the obligations of EPOS under the Assigned Agreement shall remain with EPOS and that no Secured Party shall have any obligations thereunder to the Project Party. In connection with any cure pursuant to this Section 2 of EPOS’ default(s) under the Assigned Agreement or any assumption pursuant to Sections 2(d), (e) or (f) by any person or entity of EPOS’ liabilities thereunder, only those obligations and liabilities arising expressly under the Assigned Agreement shall be required to be cured or assumed, as the case may be. (j) The Project Party shall duly and timely perform all of its obligations and responsibilities under and in accordance with the Assigned Agreement. (k) In the event that the Amended and Restated Fuel Supply Agreement between the Company and EPOS is terminated pursuant to Section 16.1 or Section 21.1 thereof or the Assigned Agreement terminates pursuant to Section 21.1 thereof and the Company shall so request, the Project Party will execute and deliver to the Company a new fuel supply agreement directly with the Company which shall be for the balance of the remaining term under the original Assigned Agreement before giving effect to such termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Assigned Agreement (except for any requirements which have been fulfilled by EPOS and the Project Party prior to such termination); provided that as a condition to execution of a new Assigned Agreement, the Company or an affiliate thereof shall have provided ^| an Enron Corp. guaranty or other security acceptable to the Project Party up to the amount then provided by EPOS under the Assigned Agreement. References in this Consent and Agreement to the “Assigned Agreement” shall be deemed also to refer to the new Assigned Agreement in replacement thereof. The provisions of this Section 2(k) shall, except as expressly noted, be applicable notwithstanding any provisions of the Assigned Agreement to the contrary. 1

Undertakings Relating to the Financing. The Project Party hereby acknowledges and agrees for the benefit of the Secured Parties that: (a) The Collateral Trustee, OPIC, MARAD Upon receipt by the Project Party of written notice from the Collateral Trustee that an Event of Default (as such term is defined in the Finance Agreement) has occurred and is continuing, the Collateral Trustee or any other Secured Party designated by the Collateral Trustee shall be entitled, but shall not be obligated, to exercise any and all rights of EPOS the Company under the Assigned Agreement in accordance with its terms and the Project Party shall comply in all respects with such exercise. Without limiting the generality of the foregoing, the Collateral Trustee Trustee, OPIC, MARAD or any other Secured Party designated by the Collateral Trustee shall have the full right and power to enforce directly against the Project Party all obligations of the Project Party under the Assigned Agreement and otherwise to exercise all remedies thereunder and to make all demands and give all notices and make all requests required or permitted to be made by EPOS the Company under the Assigned Agreement. The Project Party agrees to recognize the Collateral Trustee or any other person or entity acting pursuant to any power of attorney given by EPOS the Company in or pursuant to the Security Agreements Documents as the true and lawful attorney-in-fact of EPOS the Company empowered to perform and exercise all things, acts and rights on behalf of or for the account of EPOS the Company in accordance with the terms of the Assigned Agreement. EPOS The Company acknowledges and agrees that the Project Party is authorized to act or refrain from acting pursuant to the instructions of the Collateral Trustee in accordance with this Consent and Agreement, and the Project Party shall bear no liability to EPOS the Company in connection therewith. If the Project Party receives inconsistent instructions from more than one of the Collateral Trustee or any other Secured Party, then the Project Party shall not be obligated to take any action until such inconsistent instructions are either withdrawn or amended to resolve such inconsistency. In exercising its rights and powers under this Section 1(a) 2(a), each Secured Party shall act in accordance with the Security Agreements and applicable law and shall not exercise such rights or powers except upon the occurrence and during the continuation of an Event of Default, and the Project Party shall be entitled to assume, without investigation or liability to the Company, that each Secured Party is so acting. (b) The Project Party shall not, without the prior written consent of the Collateral Trustee, take any action to: (i) consent to or accept any cancellation, termination or suspension of the Assigned Agreement by EPOSthe Company; or (ii) exercise any of its rights set forth in the Assigned Agreement to cancel or terminate, or suspend performance under, the Assigned Agreement, unless the Project Party shall have delivered to the Collateral Trustee at least 120 30 calendar days’ prior written notice of its intent to exercise such right, specifying the nature of the default or other circumstances giving rise to such right; or (iii) sell, assign, delegate or otherwise dispose of (by operation of law or otherwise) any part of its interest in the Assigned Agreement. In furtherance of the foregoing clause (ii), the Project Party agrees that, notwithstanding anything contained in the Assigned Agreement to the contrary, if physical possession of the Project or any portion thereof is necessary to cure any default (other than a payment default) referred to in such clause (ii) and the Collateral Trustee Trustee, OPIC, MARAD or any of the other Secured Parties or their designee(s) or assignee(s) commences proceedings or other actions necessary to obtain or secure such possession of the Project within the applicable 30120-day period for the Secured Partiesperiod, then the Project Party will not take any action to cancel, terminate or suspend the Assigned Agreement on account of such default so long as the Collateral Trustee Trustee, OPIC, MARAD or such other Secured Party or their designee(s) or assignee(s) diligently pursues such proceedings or other actions necessary to obtain or secure such possession of the Project and all payment defaults of EPOS the Company under the Assigned Agreement have been cured. The Collateral Trustee and the Secured Parties’ Parties determination that a default under the Assigned Agreements is of such a nature that it cannot practicably be cured without first taking possession of or obtaining entry to the Facility shall, if reasonably made in good faith, be binding on the Project Party, the Collateral Trustee and the Secured Parties (and their agents, assignees or designees). The Collateral Trustee shall provide notice to the Project Party prior to promptly after the commencement of any such proceeding or the taking of any such other action; , provided that the failure of the Collateral Trustee to provide such notice shall not affect the effectiveness of any such proceeding or action. If the Secured Parties are prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceedings involving EPOSthe Company, from commencing or prosecuting foreclosure or other appropriate proceedings or actions, the 30120-day period specified in this subparagraph for commencing or prosecuting such foreclosure or other proceedings or actions shall be extended for the period of such prohibition, which extension period shall not exceed 180 days. No curing of or attempt to cure any of the Company’s defaults of EPOS under the Assigned Agreement shall be construed as an assumption by the Collateral Trustee Trustee, OPIC, MARAD or any other Secured Party of any covenants, agreements or obligations of EPOS the Company under the Assigned Agreement. (c) With respect to the Assigned Agreement, the Project Party shall deliver to the Collateral Trustee at the address set forth on the signature pages hereof, or at such other address as the Collateral Trustee may designate in writing from time to time to the Project Party, concurrently with the delivery thereof to EPOSthe Company, a copy of each notice from the Project Party to EPOS the Company of default, termination, arbitration, force majeure or notification of any indemnity payment to be made by EPOSthe Company. (d) Neither the Collateral Trustee nor the Secured Parties shall be required to continue to proceed to obtain possession or entry, or to continue in possession of the Facility, pursuant to the foregoing Section 2(b) if and when such default shall be cured. If the Collateral Trustee, any Secured Party or any nominee, or a purchaser at the foreclosure sale, shall acquire title to the Facility and shall cure all payment defaults and all other defaults which are susceptible of being cured by the Collateral Trustee, a Secured Party or such purchaser, as the case may be, then any default (excluding any payment default) of EPOS the Company which is not susceptible of being cured by the Collateral Trustee, a Secured Party or such purchaser, as the case may be, shall no longer be deemed to be a default under any Assigned Agreement; provided, however, that nothing in this Section 2(d) shall be deemed to be a waiver by the Project Party of any rights or remedies it may have against EPOS the Company for any such defaults which are not susceptible of cure, subject, however, to the limitations on the exercise of such remedies provided in this Consent and Agreement. (e) The Secured Parties may assign their rights and interests and the rights and interests of EPOS the Company under the Assigned Agreement to any purchaser or transferee of the Facility, upon notice to the Project Party, if such purchaser or transferee does not have as its primary business commodity and/or oil trading, is reputable and solvent, will not be rendered insolvent by such assumption, and assumes the obligations of EPOS the Company under the Assigned Agreement. The Project Party hereby acknowledges, consents to and shall be bound by any such assignment and assumption which does not by its terms modify the provisions of the Assigned Agreement. Upon such assignment and assumption, the Secured Parties shall be relieved of all obligations arising under the Assigned Agreement after such assignment and assumption. If the purchaser or transferee of EPOS’ the Company’s interest under the Assigned Agreement shall execute and deliver to the Secured Parties a mortgage and/or a security agreement with respect to such purchaser or transferee’s interests in the Facility and the Assigned Agreement, this Consent and Agreement shall remain in full force and effect, and such new mortgage and or security agreement (if their substantive terms are the same as those comprising the Security Agreements) shall be deemed to be the Security Agreements hereunder. Foreclosure of any Security Agreement, or any sale thereunder by the Collateral Trustee or any Secured Party, whether by judicial proceeding or any power of sale, or any conveyance from EPOS the Company in lieu thereof, shall not require the consent of the Project Party or constitute a breach of any Assigned Agreement. Upon receipt of notice of such foreclosure, sale or conveyance, the Project Party shall recognize the Secured Parties or their transferee, as the case may be, as the party to the relevant Assigned Agreement, subject, however, to the assumption by such party of the obligations of EPOS under the Assigned Agreement and to compliance with the provisions of this Section 2(e). (f) In the event that (i) the Assigned Agreement is rejected by a trustee, liquidator, debtor-in-possession or similar person or entity in any bankruptcy, insolvency or similar proceeding involving EPOS or (ii) the Assigned Agreement is terminated as a result of any bankruptcy, insolvency or similar proceeding involving EPOS and, if within 30 calendar days after such rejection or termination, the Collateral Trustee or its designee(s) or assignee(s) shall so request and shall certify in writing to the Project Party that it will perform the obligations of EPOS as and to the extent required under the Assigned Agreement (as if it had not been rejected or terminated, but otherwise only to the extent such obligations would be undertaken had such person or entity succeeded to EPOS thereunder pursuant to Section 2(d) or 2(e) hereof), the Project Party will execute and deliver to the Collateral Trustee or such designee(s) or assignee(s) described in Section 2(e) above a new Assigned Agreement which shall be for the balance of the remaining term under the original Assigned Agreement before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Assigned Agreement (except for any requirements which have been fulfilled by EPOS and the Project Party prior to such rejection or termination or which are not required to be undertaken by such person or entity as aforesaid); provided that as a condition to execution of a new Assigned Agreement, the Collateral Trustee or such designee(s) or assignee(s) shall have cured all payment defaults existing under the Assigned Agreement. References in this Consent and Agreement to the “Assigned Agreement” shall be deemed also to refer to the new Assigned Agreement in replacement thereof. The provisions of this Section 2(f) shall, except as expressly noted, be applicable notwithstanding any provisions of the Assigned Agreement to the contrary. (g) In the event that the Collateral Trustee or its designee(s), or any purchaser, transferee, grantee or assignee of the interests of the Collateral Trustee or its designee(s) in the Project, assume or are liable under the Assigned Agreement (as contemplated in Section 2(d), (e) or (f) above or otherwise), liability in respect of any and all obligations of any such person or entity under the Assigned Agreement shall be limited solely to such person’s or entity’s interest in the Project (and no officer, director, employee, shareholder, affiliate or agent thereof shall have any liability with respect thereto). (h) All references in this Consent and Agreement to the “Collateral Trustee” shall be deemed to refer to the Collateral Trustee and/or any designee or assignee thereof acting on behalf of and for the benefit of the Secured Parties (regardless of whether so expressly provided), and all actions permitted to be taken by the Collateral Trustee under this Consent and Agreement may be taken by any such designee or assignee or directly by the other Secured Parties. (i) The Project Party acknowledges that, notwithstanding any security interest, mortgage, pledge, collateral assignment or assignment in guaranty or any power of attorney executed in favor of the Secured Parties or the Collateral Trustee, the obligations of EPOS under the Assigned Agreement shall remain with EPOS and that no Secured Party shall have any obligations thereunder to the Project Party. In connection with any cure pursuant to this Section 2 of EPOS’ default(s) under the Assigned Agreement or any assumption pursuant to Sections 2(d), (e) or (f) by any person or entity of EPOS’ liabilities thereunder, only those obligations and liabilities arising expressly under the Assigned Agreement shall be required to be cured or assumed, as the case may be. (j) The Project Party shall duly and timely perform all of its obligations and responsibilities under and in accordance with the Assigned Agreement. (k) In the event that the Amended and Restated Fuel Supply Agreement between the Company and EPOS is terminated pursuant to Section 16.1 or Section 21.1 thereof or the Assigned Agreement terminates pursuant to Section 21.1 thereof and the Company shall so request, the Project Party will execute and deliver to the Company a new fuel supply agreement directly with the Company which shall be for the balance of the remaining term under the original Assigned Agreement before giving effect to such termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Assigned Agreement (except for any requirements which have been fulfilled by EPOS and the Project Party prior to such termination); provided that as a condition to execution of a new Assigned Agreement, the Company or an affiliate thereof shall have provided ^| an Enron Corp. guaranty or other security acceptable to the Project Party up to the amount then provided by EPOS under the Assigned Agreement. References in this Consent and Agreement to the “Assigned Agreement” shall be deemed also to refer to the new Assigned Agreement in replacement thereof. The provisions of this Section 2(k) shall, except as expressly noted, be applicable notwithstanding any provisions of the Assigned Agreement to the contrary. 1immediate

Undertakings Relating to the Financing. The Project Party hereby acknowledges and agrees for the benefit of the Secured Parties that: (a) The Collateral Trustee Trustee, OPIC, MARAD or any other Secured Party shall be entitled, but shall not be obligated, to exercise any and all rights of EPOS the Company under the Assigned Agreement in accordance with its terms and the Project Party shall comply in all respects with such exercise. Without limiting the generality of the foregoing, the Collateral Trustee Trustee, OPIC, MARAD or any other Secured Party shall have the full right and power to enforce directly against the Project Party all obligations of the Project Party under the Assigned Agreement and otherwise to exercise all remedies thereunder and to make all demands and give all notices and make all requests required or permitted to be made by EPOS the Company under the Assigned Agreement. The Project Party agrees to recognize the Collateral Trustee or any other person or entity acting pursuant to any power of attorney given by EPOS the Company in or pursuant to the Security Agreements Documents as the true and lawful attorney-in-fact of EPOS the Company empowered to perform and exercise all things, acts and rights on behalf of or for the account of EPOS the Company in accordance with the terms of the Assigned Agreement. EPOS The Company acknowledges and agrees that the Project Party is authorized to act or refrain from acting pursuant to the instructions of the Collateral Trustee in accordance with this Consent and Agreement, and the Project Party shall bear no liability to EPOS the Company in connection therewith. If the Project Party receives inconsistent instructions from more than one of the Collateral Trustee Trustee, OPIC, MARAD or any other Secured Party, Party then the Project Party shall not be obligated to take any action until such inconsistent instructions are either withdrawn or amended to resolve such inconsistency. In exercising its rights and powers under this Section 2(a), each Secured Party shall act in accordance with the Security Agreements and applicable law and shall not exercise such rights or powers except upon the occurrence and during the continuation of an Event of Default, and the Project Party shall be entitled to assume, without investigation or liability to the Company, that each Secured Party is so acting. (b) The Project Party shall not, without the prior written consent of the Collateral Trustee, take any action to: (i) consent to or accept any cancellation, termination or suspension of the Assigned Agreement by EPOSthe Company; or (ii) exercise any of its rights set forth in the Assigned Agreement to cancel or terminate, or suspend performance under, the Assigned Agreement, unless the Project Party shall have delivered to the Collateral Trustee at least 30 calendar days’ prior written notice of its intent to exercise such right, specifying the nature of the default or other circumstances giving rise to such right; or (iii) sell, assign, delegate or otherwise dispose of (by operation of law or otherwise) any part of its interest in the Assigned Agreement, unless and until an Enforcement Transfer has occurred. In furtherance of the foregoing clause (ii)By signing and accepting this Consent and Agreement, the Project Party agrees that, notwithstanding anything contained in the Assigned Agreement to the contrary, if physical possession of the Project or any portion thereof is necessary to cure any default (other than a payment default) referred to in such clause (ii) and the Collateral Trustee or any of the other Secured Parties or their designee(s) or assignee(s) commences proceedings or other actions necessary to obtain or secure such possession of the Project within the applicable 30-day period for the Secured Parties, then the Project Party will not take any action to terminate or suspend the Assigned Agreement on account of such default so long as the Collateral Trustee or such other Secured Party or their designee(s) or assignee(s) diligently pursues such proceedings or other actions necessary to obtain or secure such possession of the Project and all payment defaults of EPOS under the Assigned Agreement have been cured. The Collateral Trustee and the Secured Parties’ determination that a default under the Assigned Agreements is of such a nature that it cannot practicably be cured without first taking possession of or obtaining entry to the Facility shall, if reasonably made in good faith, be binding on the Project Party, the Collateral Trustee Company and the Secured Parties (acknowledge and their agents, assignees or designees). The Collateral Trustee shall provide notice to the Project Party prior to the commencement of any such proceeding or the taking of any such other action; provided agree that the failure of the Collateral Trustee to provide such notice shall not affect the effectiveness of any such proceeding or action. If the Secured Parties are prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceedings involving EPOS, from commencing or prosecuting foreclosure or other appropriate proceedings or actions, the 30-day period specified in this subparagraph for commencing or prosecuting such foreclosure or other proceedings or actions shall be extended for the period of such prohibition, which extension period shall not exceed 180 days. No curing of or attempt to cure any defaults of EPOS under the Assigned Agreement shall be construed as an assumption by the Collateral Trustee or any other Secured Party of any covenants, agreements or obligations of EPOS under the Assigned Agreement. (c) With respect to the Assigned Agreement, the Project Party shall deliver be entitled to the Collateral Trustee at the address set forth on the signature pages hereof, or at such other address as the Collateral Trustee may designate in writing from time to time to the Project Party, concurrently with the delivery thereof to EPOS, a copy of each notice from the Project Party to EPOS of default, termination, arbitration, force majeure or notification of any indemnity payment to be made by EPOS. (d) Neither the Collateral Trustee nor the Secured Parties shall be required to continue to proceed to obtain possession or entry, or to continue in possession of the Facility, pursuant to the foregoing Section 2(b) if and when such default shall be cured. If the Collateral Trustee, any Secured Party or any nominee, or a purchaser at the foreclosure sale, shall acquire title to the Facility and shall cure all payment defaults and all other defaults which are susceptible of being cured by the Collateral Trustee, a Secured Party or such purchaser, as the case may be, then any default (excluding any payment default) of EPOS which is not susceptible of being cured by the Collateral Trustee, a Secured Party or such purchaser, as the case may be, shall no longer be deemed to be a default under any Assigned Agreement; provided, however, that nothing in this Section 2(d) shall be deemed to be a waiver by the Project Party of any rights or remedies it may have against EPOS for any such defaults which are not susceptible of cure, subject, however, to the limitations on the exercise of such remedies provided in this Consent and Agreement. (e) The Secured Parties may assign their rights and interests and the rights and interests of EPOS under the Assigned Agreement to any purchaser or transferee of the Facility, upon notice to the Project Party, if such purchaser or transferee does not have as its primary business commodity and/or oil trading, is reputable and solvent, will not be rendered insolvent by such assumption, and assumes the obligations of EPOS under the Assigned Agreement. The Project Party hereby acknowledges, consents to and shall be bound by any such assignment and assumption which does not by its terms modify the provisions of the Assigned Agreement. Upon such assignment and assumption, the Secured Parties shall be relieved of all obligations arising under the Assigned Agreement after such assignment and assumption. If the purchaser or transferee of EPOS’ interest under the Assigned Agreement shall execute and deliver to the Secured Parties a mortgage and/or a security agreement with respect to such purchaser or transferee’s interests in the Facility and the Assigned Agreement, this Consent and Agreement shall remain in full force and effect, and such new mortgage and or security agreement (if their substantive terms are the same as those comprising the Security Agreements) shall be deemed to be the Security Agreements hereunder. Foreclosure of any Security Agreement, or any sale thereunder by the Collateral Trustee or any Secured Party, whether by judicial proceeding or any power of sale, or any conveyance from EPOS in lieu thereof, shall not require the consent of the Project Party or constitute a breach of any Assigned Agreement. Upon receipt of notice of such foreclosure, sale or conveyance, the Project Party shall recognize the Secured Parties or their transferee, as the case may be, as the party to the relevant Assigned Agreement, subject, however, to the assumption by such party of the obligations of EPOS under the Assigned Agreement and to compliance with the provisions of this Section 2(e). (f) In the event that (i) the Assigned Agreement is rejected by a trustee, liquidator, debtor-in-possession or similar person or entity in any bankruptcy, insolvency or similar proceeding involving EPOS or (ii) the Assigned Agreement is terminated as a result of any bankruptcy, insolvency or similar proceeding involving EPOS and, if within 30 calendar days after such rejection or termination, the Collateral Trustee or its designee(s) or assignee(s) shall so request and shall certify in writing to the Project Party that it will perform the obligations of EPOS as and to the extent required under terminate the Assigned Agreement (as if it had but shall not been rejected or terminated, but otherwise only to the extent such obligations would be undertaken had such person or entity succeeded to EPOS thereunder pursuant to Section 2(d) or 2(e) hereof), the Project Party will execute and deliver to the Collateral Trustee or such designee(s) or assignee(s) described in Section 2(e) above a new Assigned Agreement which shall be for the balance of the remaining term under the original Assigned Agreement before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Assigned Agreement (except for any requirements which have been fulfilled by EPOS and the Project Party prior to such rejection or termination or which are not required to be undertaken by such person or entity as aforesaid); provided that as a condition to execution of a new Assigned Agreement, the Collateral Trustee or such designee(s) or assignee(s) shall have cured all payment defaults existing under the Assigned Agreement. References in this Consent and Agreement to the “Assigned Agreement” shall be deemed also to refer to the new Assigned Agreement in replacement thereof. The provisions of this Section 2(f) shall, except as expressly noted, be applicable notwithstanding any provisions of the Assigned Agreement to the contrary. (g) In the event that the Collateral Trustee or its designee(s), or any purchaser, transferee, grantee or assignee of the interests of the Collateral Trustee or its designee(s) in the Project, assume or are liable under the Assigned Agreement (as contemplated in Section 2(d), (e) or (f) above or otherwise), liability in respect relieved of any and all obligations liabilities existing thereunder at the time of any such person or entity under the Assigned Agreement shall be limited solely to such person’s or entity’s interest in the Project (and no officer, director, employee, shareholder, affiliate or agent thereof shall have any liability with respect thereto)termination) if an Enforcement Transfer has occurred. (h) All references in this Consent and Agreement to the “Collateral Trustee” shall be deemed to refer to the Collateral Trustee and/or any designee or assignee thereof acting on behalf of and for the benefit of the Secured Parties (regardless of whether so expressly provided), and all actions permitted to be taken by the Collateral Trustee under this Consent and Agreement may be taken by any such designee or assignee or directly by the other Secured Parties. (i) The Project Party acknowledges that, notwithstanding any security interest, mortgage, pledge, collateral assignment or assignment in guaranty or any power of attorney executed in favor of the Secured Parties or the Collateral Trustee, the obligations of EPOS under the Assigned Agreement shall remain with EPOS and that no Secured Party shall have any obligations thereunder to the Project Party. In connection with any cure pursuant to this Section 2 of EPOS’ default(s) under the Assigned Agreement or any assumption pursuant to Sections 2(d), (e) or (f) by any person or entity of EPOS’ liabilities thereunder, only those obligations and liabilities arising expressly under the Assigned Agreement shall be required to be cured or assumed, as the case may be. (j) The Project Party shall duly and timely perform all of its obligations and responsibilities under and in accordance with the Assigned Agreement. (k) In the event that the Amended and Restated Fuel Supply Agreement between the Company and EPOS is terminated pursuant to Section 16.1 or Section 21.1 thereof or the Assigned Agreement terminates pursuant to Section 21.1 thereof and the Company shall so request, the Project Party will execute and deliver to the Company a new fuel supply agreement directly with the Company which shall be for the balance of the remaining term under the original Assigned Agreement before giving effect to such termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Assigned Agreement (except for any requirements which have been fulfilled by EPOS and the Project Party prior to such termination); provided that as a condition to execution of a new Assigned Agreement, the Company or an affiliate thereof shall have provided ^| an Enron Corp. guaranty or other security acceptable to the Project Party up to the amount then provided by EPOS under the Assigned Agreement. References in this Consent and Agreement to the “Assigned Agreement” shall be deemed also to refer to the new Assigned Agreement in replacement thereof. The provisions of this Section 2(k) shall, except as expressly noted, be applicable notwithstanding any provisions of the Assigned Agreement to the contrary. 1

Undertakings Relating to the Financing. The Project Party hereby acknowledges and agrees for the benefit of the Secured Parties that:: 12 (a) The Collateral Trustee Trustee, OPIC, MARAD or any other Secured Party shall be entitled, but shall not be obligated, to exercise any and all rights of EPOS the Company under the Assigned Agreement in accordance with its terms and the Project Party shall comply in all respects with such exercise. Without limiting the generality of the foregoing, the Collateral Trustee Trustee, OPIC, MARAD or any other Secured Party shall have the full right and power to enforce directly against the Project Party all obligations of the Project Party under the Assigned Agreement and otherwise to exercise all remedies thereunder and to make all demands and give all notices and make all requests required or permitted to be made by EPOS the Company under the Assigned Agreement. The Project Party agrees to recognize the Collateral Trustee or any other person or entity acting pursuant to any power of attorney given by EPOS the Company in or pursuant to the Security Agreements Documents as the true and lawful attorney-in-fact of EPOS the Company empowered to perform and exercise all things, acts and rights on behalf of or for the account of EPOS the Company in accordance with the terms of the Assigned Agreement. EPOS |If the Project Party receives inconsistent instructions from more than one Secured Party then the Project Party shall not be obligated to take any action until such inconsistent instructions are either withdrawn or amended to resolve such inconsistency. The Company acknowledges and agrees that the Project Party is authorized to act or refrain from acting pursuant to the instructions of the Collateral Trustee in accordance with this Consent and Agreement, and the Project Party shall bear no liability to EPOS the Company in connection therewith. If the Project Party receives inconsistent instructions from more than one of the Collateral Trustee or any other Secured Party, then the Project Party shall not be obligated to take any action until such inconsistent instructions are either withdrawn or amended to resolve such inconsistency. In |In exercising its rights and powers under this Section 2(a), each Secured Party shall act in accordance with the Security Agreements and applicable law and shall not exercise such rights or powers except upon the occurrence and during the continuation of an Event of Default, and the Project Party shall be entitled to assume, without investigation or liability to the Company, that each Secured Party is so acting. (b) The Project Party shall not, without the prior written consent of the Collateral Trustee, take any action to: (i) or consent to or accept any cancellation, termination or suspension of the Assigned Agreement by EPOSthe Company; or (ii) exercise any of its rights set forth in the Assigned Agreement to cancel or terminate, or suspend performance under, the Assigned Agreement, unless the Project Party shall have delivered to the Collateral Trustee at least 30 120 calendar days’ prior written notice of its intent to exercise such right, specifying the nature of the default or other circumstances giving rise to such right; or (iii) |except as provided in Section 21.1 of the Assigned Agreement, sell, assign, delegate or otherwise dispose of (by operation of law or otherwise) any part of its interest in the Assigned ^| Agreement, 13 unless and until an Enforcement Transfer has occurred. In furtherance of the foregoing clause (ii)By signing and accepting this Consent and Agreement, the Project Party agrees that, notwithstanding anything contained in the Assigned Agreement to the contrary, if physical possession of the Project or any portion thereof is necessary to cure any default (other than a payment default) referred to in such clause (ii) and the Collateral Trustee or any of the other Secured Parties or their designee(s) or assignee(s) commences proceedings or other actions necessary to obtain or secure such possession of the Project within the applicable 30-day period for the Secured Parties, then the Project Party will not take any action to terminate or suspend the Assigned Agreement on account of such default so long as the Collateral Trustee or such other Secured Party or their designee(s) or assignee(s) diligently pursues such proceedings or other actions necessary to obtain or secure such possession of the Project and all payment defaults of EPOS under the Assigned Agreement have been cured. The Collateral Trustee and the Secured Parties’ determination that a default under the Assigned Agreements is of such a nature that it cannot practicably be cured without first taking possession of or obtaining entry to the Facility shall, if reasonably made in good faith, be binding on the Project Party, the Collateral Trustee Company and the Secured Parties (acknowledge and their agents, assignees or designees). The Collateral Trustee shall provide notice to the Project Party prior to the commencement of any such proceeding or the taking of any such other action; provided agree that the failure of the Collateral Trustee to provide such notice shall not affect the effectiveness of any such proceeding or action. If the Secured Parties are prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceedings involving EPOS, from commencing or prosecuting foreclosure or other appropriate proceedings or actions, the 30-day period specified in this subparagraph for commencing or prosecuting such foreclosure or other proceedings or actions shall be extended for the period of such prohibition, which extension period shall not exceed 180 days. No curing of or attempt to cure any defaults of EPOS under the Assigned Agreement shall be construed as an assumption by the Collateral Trustee or any other Secured Party of any covenants, agreements or obligations of EPOS under the Assigned Agreement. (c) With respect to the Assigned Agreement, the Project Party shall deliver be entitled to the Collateral Trustee at the address set forth on the signature pages hereof, or at such other address as the Collateral Trustee may designate in writing from time to time to the Project Party, concurrently with the delivery thereof to EPOS, a copy of each notice from the Project Party to EPOS of default, termination, arbitration, force majeure or notification of any indemnity payment to be made by EPOS. (d) Neither the Collateral Trustee nor the Secured Parties shall be required to continue to proceed to obtain possession or entry, or to continue in possession of the Facility, pursuant to the foregoing Section 2(b) if and when such default shall be cured. If the Collateral Trustee, any Secured Party or any nominee, or a purchaser at the foreclosure sale, shall acquire title to the Facility and shall cure all payment defaults and all other defaults which are susceptible of being cured by the Collateral Trustee, a Secured Party or such purchaser, as the case may be, then any default (excluding any payment default) of EPOS which is not susceptible of being cured by the Collateral Trustee, a Secured Party or such purchaser, as the case may be, shall no longer be deemed to be a default under any Assigned Agreement; provided, however, that nothing in this Section 2(d) shall be deemed to be a waiver by the Project Party of any rights or remedies it may have against EPOS for any such defaults which are not susceptible of cure, subject, however, to the limitations on the exercise of such remedies provided in this Consent and Agreement. (e) The Secured Parties may assign their rights and interests and the rights and interests of EPOS under the Assigned Agreement to any purchaser or transferee of the Facility, upon notice to the Project Party, if such purchaser or transferee does not have as its primary business commodity and/or oil trading, is reputable and solvent, will not be rendered insolvent by such assumption, and assumes the obligations of EPOS under the Assigned Agreement. The Project Party hereby acknowledges, consents to and shall be bound by any such assignment and assumption which does not by its terms modify the provisions of the Assigned Agreement. Upon such assignment and assumption, the Secured Parties shall be relieved of all obligations arising under the Assigned Agreement after such assignment and assumption. If the purchaser or transferee of EPOS’ interest under the Assigned Agreement shall execute and deliver to the Secured Parties a mortgage and/or a security agreement with respect to such purchaser or transferee’s interests in the Facility and the Assigned Agreement, this Consent and Agreement shall remain in full force and effect, and such new mortgage and or security agreement (if their substantive terms are the same as those comprising the Security Agreements) shall be deemed to be the Security Agreements hereunder. Foreclosure of any Security Agreement, or any sale thereunder by the Collateral Trustee or any Secured Party, whether by judicial proceeding or any power of sale, or any conveyance from EPOS in lieu thereof, shall not require the consent of the Project Party or constitute a breach of any Assigned Agreement. Upon receipt of notice of such foreclosure, sale or conveyance, the Project Party shall recognize the Secured Parties or their transferee, as the case may be, as the party to the relevant Assigned Agreement, subject, however, to the assumption by such party of the obligations of EPOS under the Assigned Agreement and to compliance with the provisions of this Section 2(e). (f) In the event that (i) the Assigned Agreement is rejected by a trustee, liquidator, debtor-in-possession or similar person or entity in any bankruptcy, insolvency or similar proceeding involving EPOS or (ii) the Assigned Agreement is terminated as a result of any bankruptcy, insolvency or similar proceeding involving EPOS and, if within 30 calendar days after such rejection or termination, the Collateral Trustee or its designee(s) or assignee(s) shall so request and shall certify in writing to the Project Party that it will perform the obligations of EPOS as and to the extent required under terminate the Assigned Agreement (as if it had but shall not been rejected or terminated, but otherwise only to the extent such obligations would be undertaken had such person or entity succeeded to EPOS thereunder pursuant to Section 2(d) or 2(e) hereof), the Project Party will execute and deliver to the Collateral Trustee or such designee(s) or assignee(s) described in Section 2(e) above a new Assigned Agreement which shall be for the balance of the remaining term under the original Assigned Agreement before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Assigned Agreement (except for any requirements which have been fulfilled by EPOS and the Project Party prior to such rejection or termination or which are not required to be undertaken by such person or entity as aforesaid); provided that as a condition to execution of a new Assigned Agreement, the Collateral Trustee or such designee(s) or assignee(s) shall have cured all payment defaults existing under the Assigned Agreement. References in this Consent and Agreement to the “Assigned Agreement” shall be deemed also to refer to the new Assigned Agreement in replacement thereof. The provisions of this Section 2(f) shall, except as expressly noted, be applicable notwithstanding any provisions of the Assigned Agreement to the contrary. (g) In the event that the Collateral Trustee or its designee(s), or any purchaser, transferee, grantee or assignee of the interests of the Collateral Trustee or its designee(s) in the Project, assume or are liable under the Assigned Agreement (as contemplated in Section 2(d), (e) or (f) above or otherwise), liability in respect relieved of any and all obligations liabilities existing thereunder at the time of any such person or entity under the Assigned Agreement shall be limited solely to such person’s or entity’s interest in the Project (and no officer, director, employee, shareholder, affiliate or agent thereof shall have any liability with respect thereto)termination) if an Enforcement Transfer has occurred. (h) All references in this Consent and Agreement to the “Collateral Trustee” shall be deemed to refer to the Collateral Trustee and/or any designee or assignee thereof acting on behalf of and for the benefit of the Secured Parties (regardless of whether so expressly provided), and all actions permitted to be taken by the Collateral Trustee under this Consent and Agreement may be taken by any such designee or assignee or directly by the other Secured Parties. (i) The Project Party acknowledges that, notwithstanding any security interest, mortgage, pledge, collateral assignment or assignment in guaranty or any power of attorney executed in favor of the Secured Parties or the Collateral Trustee, the obligations of EPOS under the Assigned Agreement shall remain with EPOS and that no Secured Party shall have any obligations thereunder to the Project Party. In connection with any cure pursuant to this Section 2 of EPOS’ default(s) under the Assigned Agreement or any assumption pursuant to Sections 2(d), (e) or (f) by any person or entity of EPOS’ liabilities thereunder, only those obligations and liabilities arising expressly under the Assigned Agreement shall be required to be cured or assumed, as the case may be. (j) The Project Party shall duly and timely perform all of its obligations and responsibilities under and in accordance with the Assigned Agreement. (k) In the event that the Amended and Restated Fuel Supply Agreement between the Company and EPOS is terminated pursuant to Section 16.1 or Section 21.1 thereof or the Assigned Agreement terminates pursuant to Section 21.1 thereof and the Company shall so request, the Project Party will execute and deliver to the Company a new fuel supply agreement directly with the Company which shall be for the balance of the remaining term under the original Assigned Agreement before giving effect to such termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Assigned Agreement (except for any requirements which have been fulfilled by EPOS and the Project Party prior to such termination); provided that as a condition to execution of a new Assigned Agreement, the Company or an affiliate thereof shall have provided ^| an Enron Corp. guaranty or other security acceptable to the Project Party up to the amount then provided by EPOS under the Assigned Agreement. References in this Consent and Agreement to the “Assigned Agreement” shall be deemed also to refer to the new Assigned Agreement in replacement thereof. The provisions of this Section 2(k) shall, except as expressly noted, be applicable notwithstanding any provisions of the Assigned Agreement to the contrary. 1

Undertakings Relating to the Financing. The Project Party hereby acknowledges and agrees for the benefit of the Secured Parties that: (a) The Collateral Trustee Trustee, OPIC, MARAD or any other Secured Party shall be entitled, but shall not be obligated, to exercise any and all rights of EPOS the Company under the Assigned Agreement in accordance with its terms and the Project Party shall comply in all respects with such exercise. Without limiting the generality of the foregoing, the Collateral Trustee Trustee, OPIC, MARAD or any other Secured Party shall have the full right and power to enforce directly against the Project Party all obligations of the Project Party under the Assigned Agreement and otherwise to exercise all remedies thereunder and to make all demands and give all notices and make all requests required or permitted to be made by EPOS the Company under the Assigned Agreement. The Project Party agrees to recognize the Collateral Trustee or any other person or entity acting pursuant to any power of attorney given by EPOS the Company in or pursuant to the Security Agreements Documents as the true and lawful attorney-in-fact of EPOS the Company empowered to perform and exercise all things, acts and rights on behalf of or for the account of EPOS the Company in accordance with the terms of the Assigned Agreement. EPOS If the Project Party receives inconsistent instructions from more than one of the Collateral Trustee, OPIC, MARAD or any other Secured Party then the Project Party shall not be obligated to take any action until such inconsistent instructions are either withdrawn or amended to resolve such inconsistency. The Company acknowledges and agrees that the Project Party is authorized to act or refrain from acting pursuant to the instructions of the Collateral Trustee in accordance with this Consent and Agreement, and the Project Party shall bear no liability to EPOS the Company in connection therewith. If the Project Party receives inconsistent instructions from more than one of the Collateral Trustee or any other Secured Party, then the Project Party shall not be obligated to take any action until such inconsistent instructions are either withdrawn or amended to resolve such inconsistency. In exercising its rights and powers under this Section 2(a), each Secured Party shall act in accordance with the Security Agreements and applicable law and shall not exercise such rights or powers except upon the occurrence and during the continuation of an Event of Default, and the Project Party shall be entitled to assume, without investigation or liability to the Company, that each Secured Party is so acting. (b) The Project Party shall not, without the prior written consent of the Collateral Trustee, take any action to: (i) or consent to or accept any cancellation, termination or suspension of the Assigned Agreement by EPOSthe Company; or (ii) exercise any of its rights set forth in the Assigned Agreement to cancel or terminate, or suspend performance under, the Assigned Agreement, unless the Project Party shall have delivered to the Collateral Trustee at least 30 120 calendar days’ prior written notice of its intent to exercise such right, specifying the nature of the default or other circumstances giving rise to such right; or (iii) except as provided in Section 21.1 of the Assigned Agreement, sell, assign, delegate or otherwise dispose of (by operation of law or otherwise) any part of its interest in the Assigned Agreement, unless and until an Enforcement Transfer has occurred. In furtherance of the foregoing clause (ii)By signing and accepting this Consent and Agreement, the Project Party agrees that, notwithstanding anything contained in the Assigned Agreement to the contrary, if physical possession of the Project or any portion thereof is necessary to cure any default (other than a payment default) referred to in such clause (ii) and the Collateral Trustee or any of the other Secured Parties or their designee(s) or assignee(s) commences proceedings or other actions necessary to obtain or secure such possession of the Project within the applicable 30-day period for the Secured Parties, then the Project Party will not take any action to terminate or suspend the Assigned Agreement on account of such default so long as the Collateral Trustee or such other Secured Party or their designee(s) or assignee(s) diligently pursues such proceedings or other actions necessary to obtain or secure such possession of the Project and all payment defaults of EPOS under the Assigned Agreement have been cured. The Collateral Trustee and the Secured Parties’ determination that a default under the Assigned Agreements is of such a nature that it cannot practicably be cured without first taking possession of or obtaining entry to the Facility shall, if reasonably made in good faith, be binding on the Project Party, the Collateral Trustee Company and the Secured Parties (acknowledge and their agents, assignees or designees). The Collateral Trustee shall provide notice to the Project Party prior to the commencement of any such proceeding or the taking of any such other action; provided agree that the failure of the Collateral Trustee to provide such notice shall not affect the effectiveness of any such proceeding or action. If the Secured Parties are prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceedings involving EPOS, from commencing or prosecuting foreclosure or other appropriate proceedings or actions, the 30-day period specified in this subparagraph for commencing or prosecuting such foreclosure or other proceedings or actions shall be extended for the period of such prohibition, which extension period shall not exceed 180 days. No curing of or attempt to cure any defaults of EPOS under the Assigned Agreement shall be construed as an assumption by the Collateral Trustee or any other Secured Party of any covenants, agreements or obligations of EPOS under the Assigned Agreement. (c) With respect to the Assigned Agreement, the Project Party shall deliver be entitled to the Collateral Trustee at the address set forth on the signature pages hereof, or at such other address as the Collateral Trustee may designate in writing from time to time to the Project Party, concurrently with the delivery thereof to EPOS, a copy of each notice from the Project Party to EPOS of default, termination, arbitration, force majeure or notification of any indemnity payment to be made by EPOS. (d) Neither the Collateral Trustee nor the Secured Parties shall be required to continue to proceed to obtain possession or entry, or to continue in possession of the Facility, pursuant to the foregoing Section 2(b) if and when such default shall be cured. If the Collateral Trustee, any Secured Party or any nominee, or a purchaser at the foreclosure sale, shall acquire title to the Facility and shall cure all payment defaults and all other defaults which are susceptible of being cured by the Collateral Trustee, a Secured Party or such purchaser, as the case may be, then any default (excluding any payment default) of EPOS which is not susceptible of being cured by the Collateral Trustee, a Secured Party or such purchaser, as the case may be, shall no longer be deemed to be a default under any Assigned Agreement; provided, however, that nothing in this Section 2(d) shall be deemed to be a waiver by the Project Party of any rights or remedies it may have against EPOS for any such defaults which are not susceptible of cure, subject, however, to the limitations on the exercise of such remedies provided in this Consent and Agreement. (e) The Secured Parties may assign their rights and interests and the rights and interests of EPOS under the Assigned Agreement to any purchaser or transferee of the Facility, upon notice to the Project Party, if such purchaser or transferee does not have as its primary business commodity and/or oil trading, is reputable and solvent, will not be rendered insolvent by such assumption, and assumes the obligations of EPOS under the Assigned Agreement. The Project Party hereby acknowledges, consents to and shall be bound by any such assignment and assumption which does not by its terms modify the provisions of the Assigned Agreement. Upon such assignment and assumption, the Secured Parties shall be relieved of all obligations arising under the Assigned Agreement after such assignment and assumption. If the purchaser or transferee of EPOS’ interest under the Assigned Agreement shall execute and deliver to the Secured Parties a mortgage and/or a security agreement with respect to such purchaser or transferee’s interests in the Facility and the Assigned Agreement, this Consent and Agreement shall remain in full force and effect, and such new mortgage and or security agreement (if their substantive terms are the same as those comprising the Security Agreements) shall be deemed to be the Security Agreements hereunder. Foreclosure of any Security Agreement, or any sale thereunder by the Collateral Trustee or any Secured Party, whether by judicial proceeding or any power of sale, or any conveyance from EPOS in lieu thereof, shall not require the consent of the Project Party or constitute a breach of any Assigned Agreement. Upon receipt of notice of such foreclosure, sale or conveyance, the Project Party shall recognize the Secured Parties or their transferee, as the case may be, as the party to the relevant Assigned Agreement, subject, however, to the assumption by such party of the obligations of EPOS under the Assigned Agreement and to compliance with the provisions of this Section 2(e). (f) In the event that (i) the Assigned Agreement is rejected by a trustee, liquidator, debtor-in-possession or similar person or entity in any bankruptcy, insolvency or similar proceeding involving EPOS or (ii) the Assigned Agreement is terminated as a result of any bankruptcy, insolvency or similar proceeding involving EPOS and, if within 30 calendar days after such rejection or termination, the Collateral Trustee or its designee(s) or assignee(s) shall so request and shall certify in writing to the Project Party that it will perform the obligations of EPOS as and to the extent required under terminate the Assigned Agreement (as if it had but shall not been rejected or terminated, but otherwise only to the extent such obligations would be undertaken had such person or entity succeeded to EPOS thereunder pursuant to Section 2(d) or 2(e) hereof), the Project Party will execute and deliver to the Collateral Trustee or such designee(s) or assignee(s) described in Section 2(e) above a new Assigned Agreement which shall be for the balance of the remaining term under the original Assigned Agreement before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Assigned Agreement (except for any requirements which have been fulfilled by EPOS and the Project Party prior to such rejection or termination or which are not required to be undertaken by such person or entity as aforesaid); provided that as a condition to execution of a new Assigned Agreement, the Collateral Trustee or such designee(s) or assignee(s) shall have cured all payment defaults existing under the Assigned Agreement. References in this Consent and Agreement to the “Assigned Agreement” shall be deemed also to refer to the new Assigned Agreement in replacement thereof. The provisions of this Section 2(f) shall, except as expressly noted, be applicable notwithstanding any provisions of the Assigned Agreement to the contrary. (g) In the event that the Collateral Trustee or its designee(s), or any purchaser, transferee, grantee or assignee of the interests of the Collateral Trustee or its designee(s) in the Project, assume or are liable under the Assigned Agreement (as contemplated in Section 2(d), (e) or (f) above or otherwise), liability in respect relieved of any and all obligations liabilities existing thereunder at the time of any such person or entity under the Assigned Agreement shall be limited solely to such person’s or entity’s interest in the Project (and no officer, director, employee, shareholder, affiliate or agent thereof shall have any liability with respect thereto)termination) if an Enforcement Transfer has occurred. (h) All references in this Consent and Agreement to the “Collateral Trustee” shall be deemed to refer to the Collateral Trustee and/or any designee or assignee thereof acting on behalf of and for the benefit of the Secured Parties (regardless of whether so expressly provided), and all actions permitted to be taken by the Collateral Trustee under this Consent and Agreement may be taken by any such designee or assignee or directly by the other Secured Parties. (i) The Project Party acknowledges that, notwithstanding any security interest, mortgage, pledge, collateral assignment or assignment in guaranty or any power of attorney executed in favor of the Secured Parties or the Collateral Trustee, the obligations of EPOS under the Assigned Agreement shall remain with EPOS and that no Secured Party shall have any obligations thereunder to the Project Party. In connection with any cure pursuant to this Section 2 of EPOS’ default(s) under the Assigned Agreement or any assumption pursuant to Sections 2(d), (e) or (f) by any person or entity of EPOS’ liabilities thereunder, only those obligations and liabilities arising expressly under the Assigned Agreement shall be required to be cured or assumed, as the case may be. (j) The Project Party shall duly and timely perform all of its obligations and responsibilities under and in accordance with the Assigned Agreement. (k) In the event that the Amended and Restated Fuel Supply Agreement between the Company and EPOS is terminated pursuant to Section 16.1 or Section 21.1 thereof or the Assigned Agreement terminates pursuant to Section 21.1 thereof and the Company shall so request, the Project Party will execute and deliver to the Company a new fuel supply agreement directly with the Company which shall be for the balance of the remaining term under the original Assigned Agreement before giving effect to such termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Assigned Agreement (except for any requirements which have been fulfilled by EPOS and the Project Party prior to such termination); provided that as a condition to execution of a new Assigned Agreement, the Company or an affiliate thereof shall have provided ^| an Enron Corp. guaranty or other security acceptable to the Project Party up to the amount then provided by EPOS under the Assigned Agreement. References in this Consent and Agreement to the “Assigned Agreement” shall be deemed also to refer to the new Assigned Agreement in replacement thereof. The provisions of this Section 2(k) shall, except as expressly noted, be applicable notwithstanding any provisions of the Assigned Agreement to the contrary. 1