Common use of Creation of Security Clause in Contracts

Creation of Security. (a) Notwithstanding the foregoing, for the purpose of financing the Facility, the Company may assign to, or grant a security interest in favor of, the Lenders in its rights and interests under or pursuant to: (i) this Agreement, (ii) any agreement or document included in the Security Package, (iii) the Facility, (iv) the movable, immovable and intellectual property of the Company, and (vi) the revenues or any of the rights or assets of the Company. The Company shall not create any security over its rights and interests under this Agreement without the prior written consent of the GOB except as already provided above. (b) The Lenders shall have no obligation to the GOB under this Agreement until such time as the Lenders or their designees succeed to the Company’s interest under this Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwise, in which case the Lenders or their designees shall give written notice of such succession (a “Succession Notice”) to the GOB and assume liability for all of the Company’s obligations under this Agreement, including without limitation payment of any amounts due and owing to the GOB for payment defaults by the Company under this Agreement (other than, so long as the liability insurance required by Section 6.5 has been and is in effect), damages or penalties incurred by the Company under Section 6.2(b), arising during the period prior to the Lenders’ or such designees’ succession to the Company’s interest in and under this Agreement, provided that any liability of the Lenders or their designees shall be strictly limited to the Lenders’ interest in the Facility. Except as otherwise set forth in the immediately preceding sentence, none of the Lenders or their designees shall be liable for the performance or observance of any of the obligations or duties of the Company under this Agreement, nor shall the assignment by the Company of this Agreement to the Lenders give rise to any duties or obligations whatsoever on the part of any of the Lenders owing to the GOB. Upon notification by the Lenders or the Agent to the GOB of the occurrence and continuance of an event of default under the Financing Documents and the succession of the Lenders to the Company’s interests in and under this Agreement, the Lenders shall have the right, among others, to: (i) take possession of the Facility and, prior to the Commercial Operations Date, complete construction of the Facility and operate the same and, after the Commercial Operations Date, operate the same; and (ii) cure any continuing Company Event of Default under this Agreement as provided in Section 13.5. Notwithstanding the foregoing, upon the delivery of a Succession Notice, the Lenders shall have no obligation to cure any Company Event of Default occurring before the delivery of such Succession Notice that is not capable of being cured and no right will exist for the GOB to terminate this Agreement based upon such Company Events of Default occurring prior to the delivery of the Lenders’ Succession Notice. Without the requirement of obtaining any further consent from the GOB, upon the exercise by the Lenders or their designees of any of the remedies set forth in the Financing Documents, the Lenders may assign their rights and interests and the rights of the Company under this Agreement to a Transferee acceptable to the GOB so long as such Transferee shall assume all of the obligations of the Company under this Agreement. Upon such assignment and assumption, the Lenders shall be relieved of all obligations under this Agreement arising after such assignment and assumptions. (c) As used herein, a “Transferee” shall be a person who (i) is a company organized under the Laws of Bangladesh, (ii) either is an experienced and qualified power plant operator or who shall have agreed to engage the services of a person who is an experienced and qualified power plant operator, (iii) shall have paid all amounts, if any, then due and payable to the GOB under this Agreement, and (iv) shall have expressly assumed in writing for the benefit of the GOB the ongoing obligations of the Company under this Agreement (including the obligation of the Company to maintain and operate the Facility in accordance with the requirements of this Agreement). (d) At the request of the Company, delivered to the GOB not less than 30 (thirty) Days in advance, the GOB shall execute and deliver at the Financial Closing, all such acknowledgements to the Lenders or their designees of any security created in accordance with this Section 9 as are reasonably requested by the Company and the Lenders to give effect to the foregoing.

Creation of Security. (a) Notwithstanding the foregoing, for the purpose of financing the Facility, the Company may assign to, or grant a security interest in favor favour of, the Lenders in its rights and interests under or pursuant to: (i) this Agreement, (ii) any agreement or document included in the Security Package, (iii) the Facility, (iv) the Site, (v) the movable, immovable and intellectual property of the Company, and (vi) the revenues or any of the rights or assets of the Company. The Company shall not create any security over its rights and interests under this Agreement without the prior written consent of the GOB except as already provided above. (b) The Lenders shall have no obligation to the GOB under this Agreement until such time as the Lenders or their designees succeed to the Company’s interest under this Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwise, in which case the Lenders or their designees shall give written notice of such succession (a “Succession Notice”) to the GOB and assume liability for all of the Company’s obligations under this Agreement, including without limitation payment of any amounts due and owing to the GOB for payment defaults by the Company under this Agreement (other than, so long as the liability insurance required by Section 6.5 has been and is in effect), damages or penalties incurred by the Company under Section 6.2(b), arising during the period prior to the Lenders’ or such designees’ succession to the Company’s interest in and under this Agreement, provided that any liability of the Lenders or their designees shall be strictly limited to the Lenders’ interest in the Facility. Except as otherwise set forth in the immediately preceding sentence, none of the Lenders or their designees shall be liable for the performance or observance of any of the obligations or duties of the Company under this Agreement, nor shall the assignment by the Company of this Agreement to the Lenders give rise to any duties or obligations whatsoever on the part of any of the Lenders owing to the GOB. Upon notification by the Lenders or the Agent to the GOB of the occurrence and continuance of an event of default under the Financing Documents and the succession of the Lenders to the Company’s interests in and under this Agreement, the Lenders shall have the right, among others, to: (i) take possession of the Facility and, prior to the Commercial Operations Date, complete construction of the Facility and operate the same and, after the Commercial Operations Date, operate the same; and (ii) cure any continuing Company Event of Default under this Agreement as provided in Section 13.5. Notwithstanding the foregoing, upon the delivery of a Succession Notice, the Lenders shall have no obligation to cure any Company Event of Default occurring before the delivery of such Succession Notice that is not capable of being cured and no right will exist for the GOB to terminate this Agreement based upon such Company Events of Default occurring prior to the delivery of the Lenders’ Succession Notice. Without the requirement of obtaining any further consent from the GOB, upon the exercise by the Lenders or their designees of any of the remedies set forth in the Financing Documents, the Lenders may assign their rights and interests and the rights of the Company under this Agreement to a Transferee acceptable to the GOB so long as such Transferee shall assume all of the obligations of the Company under this Agreement. Upon such assignment and assumption, the Lenders shall be relieved of all obligations under this Agreement arising after such assignment and assumptions. (c) As used herein, a “Transferee” shall be a person who (i) is a company organized organised under the Laws of Bangladesh, (ii) either is an experienced and qualified power plant operator or who shall have agreed to engage the services of a person who is an experienced and qualified power plant operator, (iii) shall have paid all amounts, if any, then due and payable to the GOB under this Agreement, and (iv) shall have expressly assumed in writing for the benefit of the GOB the ongoing obligations of the Company under this Agreement (including the obligation of the Company to maintain and operate the Facility in accordance with the requirements of this Agreement). (d) At the request of the Company, delivered to the GOB not less than 30 thirty (thirty30) Days in advance, advance the GOB shall execute and deliver at the Financial Closing, all such acknowledgements to the Lenders or their designees of any security created in accordance with this Section 9 as are reasonably requested by the Company and the Lenders to give effect to the foregoing. (e) Notwithstanding the foregoing, the GOB shall have the right to assign this Agreement to any other entity or entities assuming all or part of their rights and obligations pursuant to the Power Purchase Agreement; provided, that the GOB without interruption guarantees the performance of such other succeeding entity or entities on the same terms and conditions as the Guarantee or such other commercial security is provided for the obligations of the succeeding entity or entities that in the reasonable business judgment of the Company provides an adequate alternative to the Guarantee and all of the GOB’s obligations under this Agreement are assigned pursuant to law to or contractually assumed, through a novation, by one or more entities, each of which has the legal capacity and appropriate commercial function to perform such obligations.

Creation of Security. (a) Notwithstanding the foregoingprovisions of Section 8.1, for the purpose of financing the FacilityProject, in connection with the Financial Closing, the Company may assign to, or grant create a security interest in favor of, the Lenders in its rights and interests under or pursuant to: (i) this Agreement, , (ii) any agreement or document included in within or contemplated by the Security Package, , (iii) the Facility, , (iv) the Site, (v) the movable, immovable and intellectual property of the Company, and and (vi) the revenues or any of the rights or assets of the Company. The Company shall not create any security over its rights and interests under this Agreement without the prior written consent of the GOB except as already provided above. (b) The Lenders shall have no obligation to the GOB under this Agreement until such time as the Lenders or their designees succeed to the Company’s interest under this Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwise, in which case the Lenders or their designees shall give written notice of such succession (a “Succession Notice”) to the GOB and assume liability for all of the Company’s obligations under this Agreement, including without limitation payment of any amounts due and owing to the GOB for payment defaults by the Company under this Agreement (other than, so long as the liability insurance required by Section 6.5 6.6 has been and is in effect), damages or penalties incurred by the Company under Section 6.2(b), arising during the period prior to the Lenders’ or such designees’ succession to the Company’s interest in and under this Agreement, provided that any liability of the Lenders or their designees shall be strictly limited to the Lenders’ interest in the Facility. Except as otherwise set forth in the immediately preceding sentence, none of the Lenders or their designees shall be liable for the performance or observance of any of the obligations or duties of the Company under this Agreement, nor shall the assignment by the Company of this Agreement to the Lenders give rise to any duties or obligations whatsoever on the part of any of the Lenders owing to the GOB. Upon notification by the Lenders or the Agent to the GOB of the occurrence and continuance of an event of default under the Financing Documents and the succession of the Lenders to the Company’s interests in and under this Agreement, the Lenders shall have the right, among others, to: (i) take possession of the Facility and, prior to the Commercial Operations Date, complete construction of the Facility and operate the same and, after the Commercial Operations Date, operate the same; and (ii) cure any continuing Company Event of Default under this Agreement as provided in Section 13.5. Notwithstanding the foregoing, upon the delivery of a Succession Notice, the Lenders shall have no obligation to cure any Company Event of Default occurring before the delivery of such Succession Notice that is not capable of being cured and no right will exist for the GOB to terminate this Agreement based upon such Company Events of Default occurring prior to the delivery of the Lenders’ Succession Notice. Without the requirement of obtaining any further consent from the GOB, upon the exercise by the Lenders or their designees of any of the remedies set forth in the Financing Documents, the Lenders may assign their rights and interests and the rights of the Company under this Agreement to a Transferee acceptable to the GOB so long as such Transferee shall assume all of the obligations of the Company under this Agreement. Upon such assignment and assumption, the Lenders shall be relieved of all obligations under this Agreement arising after such assignment and assumptions. (c) As used herein, a “Transferee” shall be a person who (i) is a company organized under the Laws of Bangladesh, (ii) either is an experienced and qualified power plant operator or who shall have agreed to engage the services of a person who is an experienced and qualified power plant operator, (iii) shall have paid all amounts, if any, then due and payable to the GOB under this Agreement, and (iv) shall have expressly assumed in writing for the benefit of the GOB the ongoing obligations of the Company under this Agreement (including the obligation of the Company to maintain and operate the Facility in accordance with the requirements of this Agreement). (d) At the request of the Company, delivered to the GOB not less than 30 (thirty) Days in advance, the GOB shall execute and deliver at the Financial Closing, all such acknowledgements to the Lenders or their designees of any security created in accordance with this Section 9 as are reasonably requested by the Company and the Lenders to give effect to the foregoing.

Creation of Security. (a) Notwithstanding the foregoing, for the purpose of financing the Facility, the Company may assign to, or grant a security interest in favor favour of, the Lenders in its rights and interests under or pursuant to: (i) this Lease Agreement, (ii) any agreement or document included in within the Security Package, (iii) the FacilityDemised Premises, (iv) the Access Road Corridor and the Access Road, (v) the movable, immovable and intellectual property of the Company, and or (vi) the revenues or any of the rights or assets of the Company. The Company shall not create any security over its rights and interests under this Lease Agreement without the prior written consent of the GOB BPDB except as already provided above. (b) The Lenders shall have no obligation to the GOB BPDB under this Lease Agreement until such time as the Lenders or their designees succeed to the Company’s interest interests under this Lease Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwise, in which case the Lenders or their designees shall give written notice of such succession (a “Succession Notice”) to the GOB BPDB and assume liability for all of the Company’s obligations under this Lease Agreement, including without limitation payment of any amounts due and owing to the GOB BPDB for payment defaults by the Company under this Lease Agreement (other than, so long as the liability insurance required by Section 6.5 3.7 has been and is in effect), damages or penalties incurred by the Company under Section 6.2(b5.2(b), arising during the period prior to the Lenders’ or such designees’ succession to the Company’s interest interests in and under this Lease Agreement, provided that any liability of the Lenders or their designees shall be strictly limited to the Lenders’ interest in the FacilityDemised Premises, the Access Road Corridor, the Access Road. Except as otherwise set forth in the immediately preceding sentence, none of the Lenders or their designees shall be liable for the performance or observance of any of the obligations or duties of the Company under this Lease Agreement, nor shall the assignment by the Company of this Lease Agreement to the Lenders give rise to any duties or obligations whatsoever on the part of any of the Lenders owing to the GOB. BPDB. (c) Upon notification by the Lenders or the Agent to the GOB BPDB of the occurrence and continuance of an event of default under the Financing Documents and the succession of the Lenders to the Company’s interests in and under this Lease Agreement, the Lenders shall have the right, among others, to: (i) take possession of the Facility and, prior to the Commercial Operations Date, complete construction of the Facility Demised Premises and operate use the same andand the Access Road, after the Commercial Operations DateAccess Road Corridor, operate for the samepurposes permitted under this Lease Agreement; and (ii) cure any continuing Company Event of Default under this Lease Agreement as provided in Section 13.57.1(a). Notwithstanding the foregoing, upon the delivery of a Succession Notice, the Lenders shall have no obligation to cure any Company Event of Default occurring before the delivery of such Succession Notice that is not capable of being cured and no right will exist for the GOB BPDB to terminate this Lease Agreement based upon such Company Events Event of Default occurring prior to the delivery of the Lenders’ Succession Notice. Without the requirement of obtaining any further consent from the GOBBPDB, upon the exercise by the Lenders or their designees of any of the remedies set forth in the Financing Documents, the Lenders may assign their rights and interests and the rights of the Company under this Lease Agreement to a Transferee acceptable to the GOB so long as such Transferee shall assume all of the obligations of the Company under this Lease Agreement. Upon such assignment and assumption, the Lenders shall be relieved of all obligations under this Lease Agreement arising after such assignment and assumptionsassumption. (cd) As used herein, a “Transferee” shall be a person who who: (i) is a company organized under the Laws of Bangladesh, (ii) either is an experienced and qualified power plant operator or who shall have agreed to engage the services of a person who is an experienced and qualified power plant operator, (iii) shall have paid all amounts, if any, then due and payable to the GOB BPDB under this Lease Agreement, and (iv) shall have expressly assumed in writing for the benefit of the GOB BPDB the ongoing obligations of the Company under this Agreement (including the obligation of the Company to maintain and operate the Facility in accordance with the requirements of this Lease Agreement). (de) At the request of the Company, delivered to the GOB BPDB not less than 30 thirty (thirty30) Days in advance, the GOB BPDB shall execute and deliver at the Financial Closing, all such acknowledgements acknowledgments to the Lenders or their designees of any security created in accordance with this Section 9 6.2 as are reasonably requested by the Company and the Lenders to give effect to the foregoing. (f) Notwithstanding the foregoing, BPDB shall have the right to assign this Lease Agreement to any other entity or entities assuming all or part of BPDB’s rights and obligations pursuant to the Power Purchase Agreement; provided, that the GOB without interruption guarantees the performance of PGCB or such other succeeding entity or entities on the same terms and conditions as the Guarantee or such other commercial security is provided for the obligations of the succeeding entity or entities that in the reasonable business judgment of the Company provides an adequate alternative to the Guarantee and all of BPDB’s obligations under this Lease Agreement are assigned pursuant to law to or contractually assumed, through a novation, by one or more entities, each of which has the legal capacity and appropriate commercial function to perform such obligations.

Creation of Security. (a) Notwithstanding the foregoing, for the purpose of financing the Facility, the Company may assign to, or grant a security interest in favor favour of, the Lenders in its rights and interests under or pursuant to: (i) this Agreement, (ii) any agreement or document included in the Security Package, (iii) the Facility, (iv) the Site, (v) the movable, immovable and intellectual property of the Company, and (vi) the revenues or any of the rights or assets of the Company. The Company shall not create any security over its rights and interests under this Agreement without the prior written consent of the GOB except as already provided above. (b) The Lenders shall have no obligation to the GOB under this Agreement until such time as the Lenders or their designees succeed to the Company’s Company‟s interest under this Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwise, in which case the Lenders or their designees shall give written notice of such succession (a “Succession Notice”) to the GOB and assume liability for all of the Company’s Company‟s obligations under this Agreement, including without limitation payment of any amounts due and owing to the GOB for payment defaults by the Company under this Agreement (other than, so long as the liability insurance required by Section 6.5 has been and is in effect), damages or penalties incurred by the Company under Section 6.2(b), arising during the period prior to the Lenders’ Lenders‟ or such designees’ designees‟ succession to the Company’s Company‟s interest in and under this Agreement, provided that any liability of the Lenders or their designees shall be strictly limited to the Lenders’ Lenders‟ interest in the Facility. Except as otherwise set forth in the immediately preceding sentence, none of the Lenders or their designees shall be liable for the performance or observance of any of the obligations or duties of the Company under this Agreement, nor shall the assignment by the Company of this Agreement to the Lenders give rise to any duties or obligations whatsoever on the part of any of the Lenders owing to the GOB. Upon notification by the Lenders or the Agent to the GOB of the occurrence and continuance of an event of default under the Financing Documents and the succession of the Lenders to the Company’s Company‟s interests in and under this Agreement, the Lenders shall have the right, among others, to: (i) take possession of the Facility and, prior to the Commercial Operations Date, complete construction of the Facility and operate the same and, after the Commercial Operations Date, operate the same; and (ii) cure any continuing Company Event of Default under this Agreement as provided in Section 13.5. Notwithstanding the foregoing, upon the delivery of a Succession Notice, the Lenders shall have no obligation to cure any Company Event of Default occurring before the delivery of such Succession Notice that is not capable of being cured and no right will exist for the GOB to terminate this Agreement based upon such Company Events of Default occurring prior to the delivery of the Lenders’ Lenders‟ Succession Notice. Without the requirement of obtaining any further consent from the GOB, upon the exercise by the Lenders or their designees of any of the remedies set forth in the Financing Documents, the Lenders may assign their rights and interests and the rights of the Company under this Agreement to a Transferee acceptable to the GOB so long as such Transferee shall assume all of the obligations of the Company under this Agreement. Upon such assignment and assumption, the Lenders shall be relieved of all obligations under this Agreement arising after such assignment and assumptions. (c) As used herein, a “Transferee” shall be a person who (i) is a company organized organised under the Laws of Bangladesh, (ii) either is an experienced and qualified power plant operator or who shall have agreed to engage the services of a person who is an experienced and qualified power plant operator, (iii) shall have paid all amounts, if any, then due and payable to the GOB under this Agreement, and (iv) shall have expressly assumed in writing for the benefit of the GOB the ongoing obligations of the Company under this Agreement (including the obligation of the Company to maintain and operate the Facility in accordance with the requirements of this Agreement). (d) At the request of the Company, delivered to the GOB not less than 30 thirty (thirty30) Days in advance, advance the GOB shall execute and deliver at the Financial Closing, all such acknowledgements to the Lenders or their designees of any security created in accordance with this Section 9 as are reasonably requested by the Company and the Lenders to give effect to the foregoing. (e) Notwithstanding the foregoing, the GOB shall have the right to assign this Agreement to any other entity or entities assuming all or part of their rights and obligations pursuant to the Power Purchase Agreement; provided, that the GOB without interruption guarantees the performance of such other succeeding entity or entities on the same terms and conditions as the Guarantee or such other commercial security is provided for the obligations of the succeeding entity or entities that in the reasonable business judgment of the Company provides an adequate alternative to the Guarantee and all of the GOB‟s obligations under this Agreement are assigned pursuant to law to or contractually assumed, through a novation, by one or more entities, each of which has the legal capacity and appropriate commercial function to perform such obligations.

Creation of Security. (a) Notwithstanding the foregoingprovisions of Section 11.1, for the purpose of financing the FacilityProject, in connection with the Financial Closing the Company may assign pursuant to the Financing Documents to, or grant create a security interest in favor favour of, the Lenders in its the Company’s rights and interests under or pursuant to: to (i) this Agreement, (ii) any agreement or document included in within or contemplated by the Security PackageProject Agreements, (iii) the FacilityComplex, (iv) the Site, the present and future movable, immovable immovable, and intellectual property of the Company, and (vi) the present and future revenues or any of the rights or assets or actionable claims of or debts owed to, the Company and (vii) any other present or future interest, right, property or asset of the Company. The Company shall not create of any security over its rights kind and interests under this Agreement without the prior written consent of the GOB except as already provided abovewherever situated. (b) The Lenders shall have no obligation rights (except as expressly provided herein) or obligations to the GOB GOP under this Agreement until such time as the Lenders or their designees succeed to the Company’s interest under this Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwise, in which case the Lenders or their designees shall give written notice of such succession (a the “Succession Notice”) to the GOB GOP and shall assume liability for all of the Company’s obligations under this Agreement, including without limitation payment of any amounts due and owing to the GOB GOP for payment breaches or defaults by the Company and other liabilities arising under this Agreement (other than, so long as the liability insurance required by Section 6.5 has been and is in effect), damages or penalties incurred by the Company under Section 6.2(b), arising during the period prior to the Lenders’ or such designees’ succession to the Company’s interest in and under this Agreement; provided, provided however, that any liability of the Lenders or their designees shall be strictly limited to the Lenders’ interest in the Facility. Except as otherwise set forth in the immediately preceding sentence, none of the Lenders or their designees shall be liable for in the performance or observance of any of the obligations or duties of the Company under this Agreement, nor shall the assignment by the Company of this Agreement to the Lenders give rise to any duties or obligations whatsoever on the part of any of the Lenders owing to the GOB. Complex. (b) Upon notification by the Lenders or the Agent to the GOB GOP, of the occurrence and continuance of an event of default under the Financing Documents and the succession of the Lenders to the Company’s interests in and under this AgreementDocuments, the Lenders shall have the right, among others, to: to (i) take possession of the Facility and, Complex and prior to the Commercial Operations Date, complete construction of the Facility Complex and operate and maintain the same and, after the Commercial Operations Date, operate and maintain the same; , and (ii) cure any continuing Company Event of Default under this Agreement as provided in under Section 13.5. Notwithstanding 14.4 of this Agreement. (c) In the foregoing, upon the delivery of a Succession Notice, event the Lenders shall have no obligation desire to cure any Company Event sell, transfer or assign the Complex as a going concern with all assets (present and future) together with possession thereof (hereinafter the “Transfer of Default occurring before the delivery of such Succession Notice that is not capable of being cured and no right will exist Complex”) for the GOB purposes of enforcing their rights under or pursuant to terminate this Agreement based upon such Company Events of Default occurring prior to the delivery of the Lenders’ Succession Notice. Without the requirement of obtaining any further consent from the GOB, upon the exercise by the Lenders or their designees of any of the remedies set forth in the Financing Documents, the following conditions shall apply: (i) Lenders shall obtain the prior written consent of the GOP for the purposes of the Transfer of the Complex, which consent shall not be unreasonably withheld or delayed; (ii) The Transfer of the Complex shall only be in favour of a transferee (the “Transferee”) who will have been disclosed to and approved in writing by the GOP; and (iii) The GOP may assign their rights impose such conditions (which will not be unreasonable) for granting its consent and interests approval as stated in sub-clause (i) and (ii) above, including the curing by the Transferee of any existing Company Event of Default within the period remaining for such cure by the Company and the rights Lenders and the payment of any amounts due and owing to the GOP by the Company hereunder on or before the date of Transfer of the Complex. Provided that the Lenders and the Transferee have complied with the requirements of this Section 11.2(d), the GOP agrees to execute such agreements and documents necessary or reasonably expedient to ensure that the Transferee has the benefit of all right, title and interest of the Company under this Agreement to a Transferee acceptable to the GOB so long as such Transferee shall assume all of the obligations of the Company under this Agreement. Upon such assignment and assumption, the Lenders shall be relieved of all obligations under this Agreement arising after such assignment and assumptions. (c) As used herein, a “Transferee” shall be a person who (i) is a company organized under the Laws of Bangladesh, (ii) either is an experienced and qualified power plant operator or who shall have agreed to engage the services of a person who is an experienced and qualified power plant operator, (iii) shall have paid all amounts, if any, then due and payable to the GOB under this Agreement, and (iv) shall have expressly assumed assumes in writing for the benefit of the GOB GOP all of the ongoing obligations and liabilities of the Company under this Agreement (including the obligation of the Company to maintain and operate the Facility in accordance with the requirements of this Agreement)hereunder. (d) Upon notice by the Lenders or its Agent to the GOP of a default by the Company under the Financing Documents, (which the GOP shall be entitled to treat as valid without inquiry of any kind, and which notice for all purposes under this Agreement shall be binding on the Company) the GOP shall, at the request and expense of the Lenders or the Agent, cooperate with the Lenders in the exercise of such rights by the Lenders under this Agreement and the Financing Documents. (e) At the request of the Company, delivered to the GOB not GOP no less than 30 thirty (thirty30) Days days in advance, the GOB GOP shall execute and deliver deliver, effective at the Financial Closing, all such acknowledgements to the Lenders or their designees with respect to any assignment granted to the Lenders pursuant to this Article XI and the rights of any security created such parties in and to this Agreement, as the Lenders may reasonably request in accordance with customary practices in transactions of this Section 9 as are reasonably requested by the Company and the Lenders to give effect to the foregoingnature.

Creation of Security. (a) Notwithstanding the foregoing, provisions of Section 14.1 for the purpose of financing the Facilityconstruction of the Complex the Buyer may, pursuant to the Company may Financing Documents assign to, or grant create a security interest in favor favour of, the Lenders in its the Buyer's rights and interests under or pursuant to: (ito this Agreement so long as the Lenders assume in writing for the benefit of the Seller all of the obligations of the Buyer under this Agreement. b) Except as expressly provided in this Agreement, (ii) any agreement or document included in the Security Package, (iii) the Facility, (iv) the movable, immovable and intellectual property of the Company, and (vi) the revenues or any of the rights or assets of the Company. The Company shall not create any security over its rights and interests under this Agreement without the prior written consent of the GOB except as already provided above. (b) The Lenders shall have no obligation rights or obligations to the GOB Seller under this Agreement until such time as the Lenders or their designees the Agent succeed to the Company’s Buyer's interest under this Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwiseDocuments, in which case the Lenders or their designees the Agent shall give written notice of such succession (a “Succession Notice”) to the GOB and assume liability for all of the Company’s Buyer's obligations under this Agreement and shall assume in writing for the benefit of the Seller all of the obligations of the Buyer under this Agreement, including without limitation payment of any amounts due and owing to the GOB Seller for payment defaults by the Company Buyer under this Agreement (other than, so long as the liability insurance required by Section 6.5 has been and is in effect), damages or penalties liabilities incurred by the Company under Section 6.2(b)Buyer, arising during the period prior to the Lenders’ ' or such designees’ Agent's succession to the Company’s Buyer's interest in and under this Agreement). Notwithstanding the foregoing, provided that the Seller shall not be prevented from terminating this Agreement in respect of any liability of the Buyer arising under this Agreement, including without limitation under Section 15.1 (b). that is not assumed and satisfied by the Lenders or their designees shall be strictly limited to the Lenders’ interest in the FacilityAgent as and when required herein. Except as otherwise set forth in the immediately preceding sentence, sentence none of the Lenders or their designees the Agent shall be liable for the performance or observance of any of the obligations or duties of the Company Buyer under this Agreement, Agreement nor shall the assignment by the Company Buyer of this Agreement to the Lenders give rise to any duties or obligations whatsoever on the part of any of the Lenders owing to the GOB. Seller. c) Upon notification delivery by the Lenders or the Agent to the GOB Seller of notice of the occurrence and continuance of an event of default under the Financing Documents and the succession of the Lenders to the Company’s Buyer's interests in and under this Agreement, Agreement the Lenders shall have the right, among others, to: to (i) take possession of the Facility Complex and, . prior to the Commercial Operations Date, complete construction of the Facility Complex and operate the same and, . after the Commercial Operations Date, operate the same; and (ii) cure any continuing Company Event of Default under this Agreement as provided in Section 13.5. Notwithstanding the foregoing, upon the delivery of a Succession Notice, the Lenders shall have no obligation to cure any Company Event of Default occurring before the delivery of such Succession Notice that is not capable of being cured and no right will exist for the GOB to terminate this Agreement based upon such Company Events of Default occurring prior to the delivery of the Lenders’ Succession Notice. Without the requirement of obtaining any further consent from the GOB, upon the exercise by the Lenders or their designees of any of the remedies set forth in the Financing Documents, the Lenders may assign their rights and interests and the rights of the Company under this Agreement to a Transferee acceptable to the GOB so long as such Transferee shall assume all of the obligations of the Company under this Agreement. Upon such assignment and assumption, the Lenders shall be relieved of all obligations under this Agreement arising after such assignment and assumptions. (c) As used herein, a “Transferee” shall be a person who (i) is a company organized under the Laws of Bangladesh, (ii) either is an experienced and qualified power plant operator or who shall have agreed to engage the services of a person who is an experienced and qualified power plant operator, (iii) shall have paid all amounts, if any, then due and payable to the GOB under this Agreement, and (iv) shall have expressly assumed in writing for the benefit of the GOB the ongoing obligations of the Company under this Agreement (including the obligation of the Company to maintain and operate the Facility in accordance with the requirements of this Agreement). (d) At the request of the Company, delivered to the GOB not less than 30 (thirty) Days in advance, the GOB shall execute and deliver at the Financial Closing, all such acknowledgements to the Lenders or their designees of any security created in accordance with this Section 9 as are reasonably requested by the Company and the Lenders to give effect to the foregoing.and

Creation of Security. (a) Notwithstanding the foregoing, for the purpose of financing the Facility, the Company may assign to, or grant a security interest in favor favour of, the Lenders in its rights and interests under or pursuant to: (i) this Lease Agreement, (ii) any agreement or document included in within the Security Package, (iii) the FacilityDemised Premises, (iv) the Access Road Corridor and the Access Road, (v) the movable, immovable and intellectual property of the Company, and or (vi) the revenues or any of the rights or assets of the Company. The Company shall not create any security over its rights and interests under this Lease Agreement without the prior written consent of the GOB BPDB except as already provided above. (b) The Lenders shall have no obligation to the GOB BPDB under this Lease Agreement until such time as the Lenders or their designees succeed to the Company’s interest interests under this Lease Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwise, in which case the Lenders or their designees shall give written notice of such succession (a “Succession Notice”) to the GOB BPDB and assume liability for all of the Company’s obligations under this Lease Agreement, including without limitation payment of any amounts due and owing to the GOB BPDB for payment defaults by the Company under this Lease Agreement (other than, so long as the liability insurance required by Section 6.5 3.7 has been and is in effect), damages or penalties incurred by the Company under Section 6.2(b5.2(b), arising during the period prior to the Lenders’ or such designees’ succession to the Company’s interest interests in and under this Lease Agreement, provided that any liability of the Lenders or their designees shall be strictly limited to the Lenders’ interest in the FacilityDemised Premises, the Access Road Corridor, the Access Road. Except as otherwise set forth in the immediately preceding sentence, none of the Lenders or their designees shall be liable for the performance or observance of any of the obligations or duties of the Company under this Lease Agreement, nor shall the assignment by the Company of this Lease Agreement to the Lenders give rise to any duties or obligations whatsoever on the part of any of the Lenders owing to the GOB. BPDB. (c) Upon notification by the Lenders or the Agent to the GOB BPDB of the occurrence and continuance of an event of default under the Financing Documents and the succession of the Lenders to the Company’s interests in and under this Lease Agreement, the Lenders shall have the right, among others, to: (i) take possession of the Facility and, prior to the Commercial Operations Date, complete construction of the Facility Demised Premises and operate use the same andand the Access Road, after the Commercial Operations DateAccess Road Corridor, operate for the samepurposes permitted under this Lease Agreement; and (ii) cure any continuing Company Event of Default under this Lease Agreement as provided in Section 13.57.1(a). Notwithstanding the foregoing, upon the delivery of a Succession Notice, the Lenders shall have no obligation to cure any Company Event of Default occurring before the delivery of such Succession Notice that is not capable of being cured and no right will exist for the GOB BPDB to terminate this Lease Agreement based upon such Company Events Event of Default occurring prior to the delivery of the Lenders’ Succession Notice. Without the requirement of obtaining any further consent from the GOBBPDB, upon the exercise by the Lenders or their designees of any of the remedies set forth in the Financing Documents, the Lenders may assign their rights and interests and the rights of the Company under this Lease Agreement to a Transferee acceptable to the GOB so long as such Transferee shall assume all of the obligations of the Company under this Lease Agreement. Upon such assignment and assumption, the Lenders shall be relieved of all obligations under this Lease Agreement arising after such assignment and assumptionsassumption. (cd) As used herein, a “Transferee” shall be a person who who: (i) is a company organized under the Laws of Bangladesh, (ii) either is an experienced and qualified power plant operator or who shall have agreed to engage the services of a person who is an experienced and qualified power plant operator, (iii) shall have paid all amounts, if any, then due and payable to the GOB BPDB under this Lease Agreement, and (iv) shall have expressly assumed in writing for the benefit of the GOB BPDB the ongoing obligations of the Company under this Agreement (including the obligation of the Company to maintain and operate the Facility in accordance with the requirements of this Lease Agreement). (de) At the request of the Company, delivered to the GOB BPDB not less than 30 thirty (thirty30) Days in advance, the GOB BPDB shall execute and deliver at the Financial Closing, all such acknowledgements acknowledgments to the Lenders or their designees of any security created in accordance with this Section 9 6.2 as are reasonably requested by the Company and the Lenders to give effect to the foregoing. (f) Notwithstanding the foregoing, BPDB shall have the right to assign this Lease Agreement to PGCB or any other entity or entities assuming all or part of BPDB’s rights and obligations pursuant to the Power Purchase Agreement; provided, that the GOB without interruption guarantees the performance of PGCB or such other succeeding entity or entities on the same terms and conditions as the Guarantee or such other commercial security is provided for the obligations of the succeeding entity or entities that in the reasonable business judgment of the Company provides an adequate alternative to the Guarantee and all of BPDB’s obligations under this Lease Agreement are assigned pursuant to law to or contractually assumed, through a novation, by one or more entities, each of which has the legal capacity and appropriate commercial function to perform such obligations.

Creation of Security. (a) Notwithstanding the foregoing, for the purpose of financing the Facility, the Company may assign to, or grant a security interest in favor favour of, the Lenders in its rights and interests under or pursuant to: (i) this Agreement, (ii) any agreement or document included in the Security Package, (iii) the Facility, (iv) the Site, (v) the movable, immovable and intellectual property of the Company, and (vi) the revenues or any of the rights or assets of the Company. The Company shall not create any security over its rights and interests under this Agreement without the prior written consent of the GOB except as already provided above. (b) The Lenders shall have no obligation to the GOB under this Agreement until such time as the Lenders or their designees succeed to the Company’s interest under this Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwise, in which case the Lenders or their designees shall give written notice of such succession (a “Succession Notice”) to the GOB and assume liability for all of the Company’s obligations under this Agreement, including without limitation payment of any amounts due and owing to the GOB for payment defaults by the Company under this Agreement (other than, so long as the liability insurance required by Section 6.5 has been and is in effect), damages or penalties incurred by the Company under Section 6.2(b), arising during the period prior to the Lenders’ or such designees’ succession to the Company’s interest in and under this Agreement, provided that any liability of the Lenders or their designees shall be strictly limited to the Lenders’ interest in the Facility. Except as otherwise set forth in the immediately preceding sentence, none of the Lenders or their designees shall be liable for the performance or observance of any of the obligations or duties of the Company under this Agreement, nor shall the assignment by the Company of this Agreement to the Lenders give rise to any duties or obligations whatsoever on the part of any of the Lenders owing to the GOB. Upon notification by the Lenders or the Agent to the GOB of the occurrence and continuance of an event of default under the Financing Documents and the succession of the Lenders to the Company’s interests in and under this Agreement, the Lenders shall have the right, among others, to: (i) take possession of the Facility and, prior to the Commercial Operations Date, complete construction of the Facility and operate the same and, after the Commercial Operations Date, operate the same; and (ii) cure any continuing Company Event of Default under this Agreement as provided in Section 13.5. Notwithstanding the foregoing, upon the delivery of a Succession Notice, the Lenders shall have no obligation to cure any Company Event of Default occurring before the delivery of such Succession Notice that is not capable of being cured and no right will exist for the GOB to terminate this Agreement based upon such Company Events of Default occurring prior to the delivery of the Lenders’ Succession Notice. Without the requirement of obtaining any further consent from the GOB, upon the exercise by the Lenders or their designees of any of the remedies set forth in the Financing Documents, the Lenders may assign their rights and interests and the rights of the Company under this Agreement to a Transferee acceptable to the GOB so long as such Transferee shall assume all of the obligations of the Company under this Agreement. Upon such assignment and assumption, the Lenders shall be relieved of all obligations under this Agreement arising after such assignment and assumptions. (c) As used herein, a “Transferee” shall be a person who (i) is a company organized organised under the Laws of Bangladesh, (ii) either is an experienced and qualified power plant operator or who shall have agreed to engage the services of a person who is an experienced and qualified power plant operator, (iii) shall have paid all amounts, if any, then due and payable to the GOB under this Agreement, and (iv) shall have expressly assumed in writing for the benefit of the GOB the ongoing obligations of the Company under this Agreement (including the obligation of the Company to maintain and operate the Facility in accordance with the requirements of this Agreement). (d) At the request of the Company, delivered to the GOB not less than 30 thirty (thirty30) Days in advance, advance the GOB shall execute and deliver at the Financial Closing, all such acknowledgements to the Lenders or their designees of any security created in accordance with this Section 9 as are reasonably requested by the Company and the Lenders to give effect to the foregoing.

Creation of Security. (a) Notwithstanding the foregoing, for the purpose of financing the Facility, the Company may assign to, or grant a security interest in favor of, the Lenders in its rights and interests under or pursuant to: (i) this Lease Agreement, (ii) any agreement or document included in within the Security Package, , (iii) the Facility, (iv) the movable, immovable and intellectual property of the Company, and or (viiv) the revenues or any of the rights or assets of the Company. The Company shall not create any security over its rights and interests under this Lease Agreement without the prior written consent of the GOB [INSERT THE BUILDING OWNER NAME] except as already provided above. (b) The Lenders shall have no obligation to the GOB [INSERT THE BUILDING OWNER NAME] under this Lease Agreement until such time as the Lenders or their designees succeed to the Company’s interest interests under this Lease Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwise, in which case the Lenders or their designees shall give written notice of such succession (a “Succession Notice”) to the GOB [INSERT THE BUILDING OWNER NAME] and assume liability for all of the Company’s obligations under this Lease Agreement, including without limitation payment of any amounts due and owing to the GOB [INSERT THE BUILDING OWNER NAME] for payment defaults by the Company under this Lease Agreement (other than, so long as the liability insurance required by Section 6.5 3.7 has been and is in effect), damages or penalties incurred by the Company under Section 6.2(b5.2(b), arising during the period prior to the Lenders’ or such designees’ succession to the Company’s interest interests in and under this Lease Agreement, provided that any liability of the Lenders or their designees shall be strictly limited to the Lenders’ interest in the FacilityDemised Premises,. Except as otherwise set forth in the immediately preceding sentence, none of the Lenders or their designees shall be liable for the performance or observance of any of the obligations or duties of the Company under this Lease Agreement, nor shall the assignment by the Company of this Lease Agreement to the Lenders give rise to any duties or obligations whatsoever on the part of any of the Lenders owing to the GOB. Upon notification by the Lenders or the Agent to the GOB of the occurrence and continuance of an event of default under the Financing Documents and the succession of the Lenders to the Company’s interests in and under this Agreement, the Lenders shall have the right, among others, to: (i) take possession of the Facility and, prior to the Commercial Operations Date, complete construction of the Facility and operate the same and, after the Commercial Operations Date, operate the same; and (ii) cure any continuing Company Event of Default under this Agreement as provided in Section 13.5. Notwithstanding the foregoing, upon the delivery of a Succession Notice, the Lenders shall have no obligation to cure any Company Event of Default occurring before the delivery of such Succession Notice that is not capable of being cured and no right will exist for the GOB to terminate this Agreement based upon such Company Events of Default occurring prior to the delivery of the Lenders’ Succession Notice. Without the requirement of obtaining any further consent from the GOB, upon the exercise by the Lenders or their designees of any of the remedies set forth in the Financing Documents, the Lenders may assign their rights and interests and the rights of the Company under this Agreement to a Transferee acceptable to the GOB so long as such Transferee shall assume all of the obligations of the Company under this Agreement. Upon such assignment and assumption, the Lenders shall be relieved of all obligations under this Agreement arising after such assignment and assumptions[INSERT THE BUILDING OWNER NAME] . (c) As used herein, a “Transferee” shall be a person who (i) is a company organized under the Laws of Bangladesh, (ii) either is an experienced and qualified power plant operator or who shall have agreed to engage the services of a person who is an experienced and qualified power plant operator, (iii) shall have paid all amounts, if any, then due and payable to the GOB under this Agreement, and (iv) shall have expressly assumed in writing for the benefit of the GOB the ongoing obligations of the Company under this Agreement (including the obligation of the Company to maintain and operate the Facility in accordance with the requirements of this Agreement). (d) At the request of the Company, delivered to the GOB not less than 30 (thirty) Days in advance, the GOB shall execute and deliver at the Financial Closing, all such acknowledgements to the Lenders or their designees of any security created in accordance with this Section 9 as are reasonably requested by the Company and the Lenders to give effect to the foregoing.

Creation of Security. (a) Notwithstanding the foregoing, for the purpose of financing the Facility, the Company may assign to, or grant a security interest in favor favour of, the Lenders in its rights and interests under or pursuant to: (i) this Lease Agreement, (ii) any agreement or document included in within the Security Package, (iii) the FacilityDemised Premises, (iv) the Extended Access, (v) the movable, immovable and intellectual property of the Company, and or (vi) the revenues or any of the rights or assets of the Company. The Company shall not create any security over its rights and interests under this Lease Agreement without the prior written consent of the GOB BPDB except as already provided above. (b) The Lenders shall have no obligation to the GOB BPDB under this Lease Agreement until such time as the Lenders or their designees succeed to the Company’s interest interests under this Lease Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwise, in which case the Lenders or their designees shall give written notice of such succession (a “Succession Notice”) to the GOB BPDB and assume liability for all of the Company’s obligations under this Lease Agreement, including without limitation payment of any amounts due and owing to the GOB BPDB for payment defaults by the Company under this Lease Agreement (other than, so long as the liability insurance required by Section 6.5 3.7 has been and is in effect), damages or penalties incurred by the Company under Section 6.2(b5.2(b), arising during the period prior to the Lenders’ or such designees’ succession to the Company’s interest interests in and under this Lease Agreement, provided that any liability of the Lenders or their designees shall be strictly limited to the Lenders’ interest in the FacilityDemised Premises, the Extended Access Road, the Access Road. Except as otherwise set forth in the immediately preceding sentence, none of the Lenders or their designees shall be liable for the performance or observance of any of the obligations or duties of the Company under this Lease Agreement, nor shall the assignment by the Company of this Lease Agreement to the Lenders give rise to any duties or obligations whatsoever on the part of any of the Lenders owing to the GOB. BPDB. (c) Upon notification by the Lenders or the Agent to the GOB BPDB of the occurrence and continuance of an event of default under the Financing Documents and the succession of the Lenders to the Company’s interests in and under this Lease Agreement, the Lenders shall have the right, among others, to: (i) take possession of the Facility and, prior to the Commercial Operations Date, complete construction of the Facility Demised Premises and operate use the same andand the Access Road, after the Commercial Operations DateExtended Access Road, operate for the samepurposes permitted under this Lease Agreement; and (ii) cure any continuing Company Event of Default under this Lease Agreement as provided in Section 13.57.1(a). Notwithstanding the foregoing, upon the delivery of a Succession Notice, the Lenders shall have no obligation to cure any Company Event of Default occurring before the delivery of such Succession Notice that is not capable of being cured and no right will exist for the GOB BPDB to terminate this Lease Agreement based upon such Company Events Event of Default occurring prior to the delivery of the Lenders’ Succession Notice. Without the requirement of obtaining any further consent from the GOBBPDB, upon the exercise by the Lenders or their designees of any of the remedies set forth in the Financing Documents, the Lenders may assign their rights and interests and the rights of the Company under this Lease Agreement to a Transferee acceptable to the GOB so long as such Transferee shall assume all of the obligations of the Company under this Lease Agreement. Upon such assignment and assumption, the Lenders shall be relieved of all obligations under this Lease Agreement arising after such assignment and assumptionsassumption. (cd) As used herein, a “Transferee” shall be a person who who: (i) is a company organized under the Laws of Bangladesh, (ii) either is an experienced and qualified power plant operator or who shall have agreed to engage the services of a person who is an experienced and qualified power plant operator, (iii) shall have paid all amounts, if any, then due and payable to the GOB BPDB under this Lease Agreement, and (iv) shall have expressly assumed in writing for the benefit of the GOB BPDB the ongoing obligations of the Company under this Agreement (including the obligation of the Company to maintain and operate the Facility in accordance with the requirements of this Lease Agreement). (de) At the request of the Company, delivered to the GOB BPDB not less than 30 thirty (thirty30) Days in advance, the GOB BPDB shall execute and deliver at the Financial Closing, all such acknowledgements acknowledgments to the Lenders or their designees of any security created in accordance with this Section 9 6.2 as are reasonably requested by the Company and the Lenders to give effect to the foregoing. (f) Notwithstanding the foregoing, BPDB’s rights and obligations under this Lease Agreement shall be assigned to and assumed by any other entity or entities that acquire through operation of land BPDB’s right and interest in the Demised Premises; provided, that the GOB without interruption guarantees the performance of PGCB or such other succeeding entity or entities on the same terms and conditions as the Guarantee or such other commercial security is provided for the obligations of the succeeding entity or entities that in the reasonable business judgment of the Company provides an adequate alternative to the Guarantee and all of BPDB’s obligations under this Lease Agreement are assigned pursuant to law to or contractually assumed, through a novation, by one or more entities, each of which has the legal capacity and appropriate commercial function to perform such obligations.