CREDIT AGREEMENT Dated as of August 17, 2012 among CERRO DEL AGUILA S.A. as the Borrower SUMITOMO MITSUI BANKING CORPORATION as the Administrative Agent SUMITOMO MITSUI BANKING CORPORATION as the SACE Agent THE BANK OF NOVA SCOTIA as the Offshore...

Exhibit 4.11

EXECUTION COPY

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CREDIT AGREEMENT

Dated as of August 17, 2012

among

CERRO DEL ▇▇▇▇▇▇ ▇.▇.

as the Borrower

SUMITOMO MITSUI BANKING CORPORATION

as the Administrative Agent

SUMITOMO MITSUI BANKING CORPORATION

as the SACE Agent

THE BANK OF NOVA SCOTIA

as the Offshore Collateral Agent

SCOTIABANK PERU, S.A.A.

as the Onshore Collateral Agent

and

LENDERS PARTY TO THIS AGREEMENT

FROM TIME TO TIME

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TABLE OF CONTENTS

This Table of Contents is not part of the Agreement to which it is attached but is inserted for convenience only.


		Page
ARTICLE I Definitions and Interpretive Matters			1
1.01	Certain Defined Terms		1
1.02	Accounting Terms and Determinations		47
1.03	Certain Principles of Interpretation		48

ARTICLE II Loan Commitments			48
2.01	Loans		48
2.02	Borrowings		49
2.03	Changes of Commitments		49
2.04	Fees		52
2.05	Lending Offices		53
2.06	Several Obligations		53
2.07	Notes		53

ARTICLE III Payments of Principal and Interest			54
3.01	Repayment of Loans		54
3.02	Interest		55
3.03	Optional Prepayments		56
3.04	Mandatory Prepayments		57

ARTICLE IV Payments; Pro Rata Treatment; Computations; Etc.			58
4.01	Payments		58
4.02	Pro Rata Treatment		59
4.03	Computations		59
4.04	Minimum Amounts		59
4.05	Certain Notices		59
4.06	Non-Receipt of Funds by the Administrative Agent		60
4.07	Sharing of Payments; Etc.		61
4.08	Defaulting Lenders		62

ARTICLE V Yield Protection; Etc.			63
5.01	Alternate Rate of Interest		63
5.02	Increased Costs		64
5.03	Break Funding Payments		65
5.04	Taxes		66
5.05	Mitigation of Secured Obligations; Replacement of Lenders		68
5.06	Illegality		68

ARTICLE VI Conditions Precedent			69
6.01	Conditions to Closing Date		69


6.02	Conditions to the Initial Disbursement Date	74
6.03	Conditions to All Borrowings	80
6.04	Conditions to All Tranche D Borrowings	82

ARTICLE VII Representations and Warranties		83
7.01	Existence	83
7.02	Financial Condition	84
7.03	Action	84
7.04	No Breach	84
7.05	Government Approvals; Government Rules	85
7.06	Proceedings	86
7.07	Environmental and Social Matters	87
7.08	Taxes	88
7.09	Tax Status	88
7.10	ERISA; ERISA Event; Labor Relations	88
7.11	Nature of Business; Property	89
7.12	Security Documents	89
7.13	Subsidiaries	89
7.14	Status; Investment Company Regulation	89
7.15	Contracts; Project Documents; Licenses	89
7.16	Use of Proceeds	91
7.17	Disclosure	91
7.18	Legal Form	91
7.19	Fees	91
7.20	Insurance	92
7.21	No Material Adverse Effect	92
7.22	Absence of Default	92
7.23	Event of Force Majeure	92
7.24	Sanctionable Practices; Prohibited Activities	92
7.25	Ownership	92
7.26	Separateness	92
7.27	Foreign Assets Control Regulations	93

ARTICLE VIII Covenants		93
8.01	Reporting Requirements	93
8.02	Maintenance of Existence; Etc.	96
8.03	Compliance with Government Rules; Etc.	96
8.04	Environmental and Social Compliance	98
8.05	Insurance; Events of Loss	100
8.06	Proceedings	103
8.07	Taxes; ERISA	104
8.08	Books and Records; Inspection Rights; Accounting and Audit Matters	104
8.09	Use of Proceeds	105
8.10	Maintenance of Liens	106
8.11	Prohibition of Fundamental Changes	106
8.12	Restricted Payments	107
8.13	Liens	108


8.14	Investments	108
8.15	Permitted Swap Agreements	109
8.16	Indebtedness	110
8.17	Nature of Business	110
8.18	Project Construction; Maintenance of Properties	111
8.19	Construction Reports.	112
8.20	Project Documents; Etc.	113
8.21	Operating and Capital Budget	115
8.22	Operating Statements and Reports	116
8.23	Transactions with Affiliates	117
8.24	Other Documents and Information	117
8.25	Cooperation	118
8.26	Performance Tests	118
8.27	Separateness	119
8.28	Final Taking-Over; Commercial Operation; Project Completion	119
8.29	Suspension or Abandonment	120
8.30	Sanctionable Practices	120
8.31	Financial Covenants	120
8.32	Closing Fees; Expenses	120
8.33	Anti-Terrorism; Prohibited Activities	120
8.34	CDM	120
8.35	Accounts	120

ARTICLE IX Events of Default		121
9.01	Events of Default; Remedies	121
9.02	Exercise of Rights	124

ARTICLE X The Administrative Agent		125
10.01	Appointment, Powers and Immunities	125
10.02	Reliance by the Administrative Agent	125
10.03	Defaults	126
10.04	Rights as a Lender	126
10.05	Indemnification	126
10.06	Non-Reliance on the Administrative Agent and Other Lenders	127
10.07	Failure to Act	127
10.08	Resignation or Removal of the Administrative Agent	127
10.09	Consents under Transaction Documents	128
10.10	Appointment by Administrative Agent	128
10.11	Reports; Etc	129
10.12	Joint Mandated Arrangers	129

ARTICLE XI Miscellaneous		129
11.01	Waiver	129
11.02	Notices	129
11.03	Expenses; Indemnification; Etc	130
11.04	Amendments; Etc	131
11.05	Successors and Assigns	133

iii


11.06	Assignments and Participations	133
11.07	SUBMISSION TO JURISDICTION; WAIVERS	136
11.08	Process Agent	137
11.09	Marshalling; Recapture	137
11.10	Treatment of Certain Information; Confidentiality	138
11.11	Interest Rate Limitation	139
11.12	Survival	139
11.13	Captions	139
11.14	Counterparts; Integration; Effectiveness	139
11.15	Reinstatement	140
11.16	Severability	140
11.17	Remedies; Letters of Credit	140
11.18	Currency of Payment	140
11.19	Judgment Currency	141
11.20	English Language	141
11.21	Waiver of Immunity	142
11.22	NO THIRD PARTY BENEFICIARIES	142
11.23	SPECIAL EXCULPATION	142
11.24	GOVERNING LAW	143
11.25	WAIVER OF JURY TRIAL	143

APPENDICES, SCHEDULES AND EXHIBITS


APPENDIX A	–	Lender Commitments
APPENDIX B-1	–	Amortization Schedule – Tranche A
APPENDIX B-2	–	Amortization Schedule – Tranche D
APPENDIX C	–	Anti-Corruption Guidelines
APPENDIX D	–	Prohibited Actitivies
APPENDIX E	–	Wire Transfer Information

Schedule 1.01(A)	–	Action Plan
Schedule 1.01(B)	–	O&M Performance Benchmarks
Schedule 6.02(e)(iii)	–	First Priority Lien - Required Filings, Registrations and Recordings as of the Initial Disbursement Date
Schedule 6.02(e)(iv)	–	First Priority Lien - Required Fees and Taxes as of the Initial Disbursement Date
Schedule 7.05(a)	–	Government Approvals – Closing Date
Schedule 7.05(b)	–	Government Approvals – Initial Disbursement Date
Schedule 7.05(c)	–	Government Approvals – After Initial Disbursement Date
Schedule 7.05(d)	–	Government Approvals – Project Completion Date
Schedule 7.07	–	Environmental Matters
Schedule 7.15(a)	–	Project Documents – Closing Date
Schedule 7.15(b1)	–	Project Documents – Initial Disbursement Date
Schedule 7.15(b2)	–	Project Documents – After Initial Disbursement Date
Schedule 7.15(c)	–	Project Documents – Project Completion Date
Schedule 7.15(e)	–	Existing Liens; Existing Indebtedness
Schedule 7.15(f)	–	Pre-Closing Change Orders
Schedule 8.05	–	Insurance Requirements
Schedule 8.10	–	First Priority Lien - Required Filings, Registrations and Recordings after the Initial Disbursement Date
Schedule 8.20	–	Property Rights - Required Registrations and Recordings after the Initial Disbursement Date
Schedule 8.22	–	Statistical Project Data
Schedule 8.22(a)	–	Form of Operating Statements

EXHIBIT A-1	–	Form of Tranche A Loan Note
EXHIBIT A-2	–	Form of Tranche B Loan Note
EXHIBIT A-3	–	Form of Tranche D Loan Note
EXHIBIT A-4	–	Form of Note Completion Agreement (Acuerdo de Llenado)
EXHIBIT B-1	–	Form of Borrowing Certificate
EXHIBIT B-2	–	Form of Notice of Borrowing
EXHIBIT C-1	–	Form of Project Completion Certificate
EXHIBIT C-2	–	Form of Independent Engineer’s Project Completion Certificate
EXHIBIT C-3	–	Form of Independent Engineer’s Certificate


EXHIBIT C-4	–	Form of Independent Environmental and Social Consultant’s Certificate
EXHIBIT C-5	–	Form of Environmental and Social Monitoring Report
EXHIBIT D	–	Terms of Subordination
EXHIBIT E	–	Form of Assignment and Acceptance Agreement
EXHIBIT F-1	–	Form of Equity Contribution and Retention Agreement
EXHIBIT F-2	–	Form of Israel Corporation Equity Retention Agreement
EXHIBIT G	–	Form of Confidentiality Agreement
EXHIBIT H	–	Form of Collateral Agency and Depositary Agreement
EXHIBIT I-1	–	Form of Consent and Agreement (EPC Contract)
EXHIBIT I-2	–	Form of Consent and Agreement (PPA)
EXHIBIT I-3	–	Form of Consent and Agreement (Operator)
EXHIBIT J	–	Form of Process Agent Acceptance
EXHIBIT K	–	Form of Exporter Declaration
EXHIBIT L	–	Form of Transmission Concesssion Mortgage Agreement
EXHIBIT M	–	Form of Offshore Assignment of Reinsurance Proceeds

This CREDIT AGREEMENT (this “Agreement”), dated as of August 17, 2012, is made among Cerro del ▇▇▇▇▇▇ ▇.▇., a sociedad anónima organized under the laws of Peru (the “Borrower”), each of the lenders that is a signatory to this Agreement identified as a “Lender” on the signature pages to this Agreement or that, pursuant to Section 11.06(b), shall become a “Lender” under this Agreement, Sumitomo Mitsui Banking Corporation, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), The Bank of Nova Scotia as offshore collateral agent for the Secured Parties (in such capacity, the “Offshore Collateral Agent”), Scotiabank Peru, S.A.A., as onshore collateral agent for the Secured Parties (in such capacity, the “Onshore Collateral Agent”) and Sumitomo Mitsui Banking Corporation, as administrative agent for the Tranche D Lenders (in such capacity, the “SACE Agent”). Capitalized terms used in the recitals below have the meanings given them in Article I of this Agreement.

WHEREAS, the Borrower seeks to develop, design, engineer, procure, construct, commission, test, start-up, finance, own, operate and maintain a 525 MW hydroelectric power plant in the department of Huancavelica, Peru (the “Project”).

WHEREAS, the Borrower seeks senior secured financing to complete construction of and commence operation of the Project.

WHEREAS, the Borrower hereby requests the Lenders to make Senior Loans and Tranche C Loans from time to time to finance the development, construction and operation of the Project in an aggregate principal amount not to exceed $595,000,000.

WHEREAS, the Lenders are prepared to make such Senior Loans and Tranche C Loans upon the terms and conditions hereof.

NOW THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETIVE MATTERS

1.01 Certain Defined Terms. In addition to the terms defined in the preamble above, and unless otherwise specified in this Agreement, capitalized terms used in this Agreement (including the appendices, schedules and exhibits hereto) shall have the meanings given to such terms below. Capitalized terms and other terms used in this Agreement shall be interpreted in accordance with Sections 1.02 and 1.03, as applicable.

“Acceptable Bank” (i) with respect to Permitted Investments in any Offshore Collateral Account, shall mean any bank or trust company which is organized or licensed under the laws of an OECD Country which has capital, surplus and undivided profits of at least $500,000,000 and has outstanding unguaranteed and unsecured long-term indebtedness which is rated “A-” or better by S&P and “A3” or better by ▇▇▇▇▇’▇ (or an equivalent rating by another nationally recognized statistical rating organization of similar standing if neither such corporation is in the business of rating unsecured bank indebtedness) and (ii) with respect to Permitted Investments in any Onshore Collateral Account, shall mean any bank or trust company which is organized or licensed under the laws of Peru which has capital, surplus and undivided profits of at least $500,000,000 and has outstanding unguaranteed and unsecured long-term indebtedness which is rated “BBB-” (Global Scale) or better by S&P or “BA3” (Global Scale) or better by ▇▇▇▇▇’▇.

“Acceptable COD O&M Arrangement” shall mean any of the following, in each case satisfactory to the Supermajority Lenders:

(i) a Borrower O&M Plan; or

(ii) a Kallpa O&M Agreement; or

(iii) an Acceptable Non-Affiliate O&M Agreement.

“Acceptable Insurance Broker” shall mean any reputable independent insurance and/or reinsurance broker reasonably satisfactory to the Administrative Agent, after consultation with the Independent Insurance Consultant and the Borrower.

“Acceptable LC Provider” shall mean (a) a bank that is rated “A-” or better by S&P and “A3” or better by ▇▇▇▇▇’▇ and otherwise acceptable to the Lenders or (b) Bank Leumi le Israel B.M., Bank Hapoalim B.M., BBVA Banco Continental, Banco de Crédito del Perú, Banco Internacional del Perú, Banco Itau S.A., Fiduciaria Bancolombia S.A. Sociedad Fiduciaria, Intesa San Paolo S.P.A. Scotiabank Peru S.A.A. or UniCredit Bank AG; provided that any bank listed in this sub-clause (b) shall maintain at least a BBB rating by S&P and Baa2 by ▇▇▇▇▇’▇ or better.

“Acceptable Letter of Credit” shall mean either an Equity Letter of Credit or a DSRA Letter of Credit.

“Acceptable Non-Affiliate O&M Agreement” shall mean an operation and maintenance agreement, executed by the Borrower and a Person acceptable to the Supermajority Lenders that is not an Affiliate of the Borrower, and containing terms and conditions satisfactory to the Supermajority Lenders, including a term at least through the Final Maturity Date and a price within a 5% variance of the price set forth in the Updated Base Case Forecast and consistent with the O&M Framework delivered pursuant to Section 6.01(b)(iii).

“Account Collateral” shall mean the collateral pledged in respect of the Project Accounts pursuant to the Security Documents.

“Accounting Principles” shall mean, with respect to the Borrower, IFRS and with respect to any other Person, IFRS or the generally accepted accounting principles and standards (as may be modified from time to time by the organization promulgating such principles or standards in the applicable jurisdiction for such Person) then in effect in such Person’s jurisdiction of incorporation or formation or, if such Person is a Subsidiary of another Person (the “Parent”) and does not prepare financials independently of its Parent, the jurisdiction of incorporation or formation of its Parent, as the case may be.

“Action Plan” shall mean the plan developed by the Operator and Borrower and approved in writing by the Independent Environmental and Social Consultant setting out specific social and environmental measures to be undertaken by the Borrower to (a) satisfy all recommendations contained in the Environmental and Social Consultant’s Report delivered pursuant to Section 6.01(f)(ii), and (b) enable the Project to be developed, designed, engineered, procured, constructed, commissioned, tested, started-up, financed, owned, operated and maintained in continuous compliance with the Environmental and Social Standards, attached hereto as Schedule 1.01(A) (as such plans may be amended or supplemented from time to time pursuant to Section 8.04(e)).

“Actual Project Acceptance Date” shall have the meaning assigned to such term in the EPC Contract.

“Additional Project Document” shall mean any contract or agreement relating to the Project entered into by the Borrower, or by an agent on behalf of the Borrower, subsequent to the Closing Date.

“Administrative Account” shall have the meaning assigned to such term in Section 2.02(b).

“Administrative Agency Fee Letter” shall mean that certain letter agreement, dated as of the Closing Date, among the Borrower, the Administrative Agent and the SACE Agent with respect to certain fees payable by the Borrower to the Administrative Agent and the SACE Agent.

“Administrative Agent” shall have the meaning assigned to that term in the preamble.

“Administrative Fee” shall have the meaning assigned to that term in Section 2.04(b).

“Advance Date” shall have the meaning assigned to that term in Section 4.06.

“Affected Property” shall mean the Property of the Borrower lost, destroyed, damaged or otherwise taken as a result of any Event of Loss.

“Affiliate” shall mean any Person that directly or indirectly Controls, or is under common Control with, or is Controlled by, a specified Person and, if such Person is an individual, any member of the immediate family (including parents, spouse, children and siblings) of such individual and any trust whose principal beneficiary is such individual or one or more members of such immediate family and any Person who is Controlled by any such member or trust. Notwithstanding the foregoing, the definition of “Affiliate” shall not encompass (a) any individual solely by reason of his or her being a director, officer or employee of any Person and (b) any Agent or any Lender.

“Agents” shall mean the Administrative Agent, the Collateral Agents, the SACE Agent, the Trustee and the Depositary.

“Aggregate Tranche A Loan Commitment” shall mean $304,850,000, as such amount may increase from time to time if any Tranche C Loan Commitments are assigned pursuant to Section 11.06(b).

“Aggregate Tranche B Loan Commitment” shall mean $164,150,000, as such amount may increase from time to time if any Tranche C Loan Commitments are assigned pursuant to Section 11.06(b).

“Aggregate Tranche C Loan Commitment” shall mean $56,343,858.

“Aggregate Tranche D Loan Commitment” shall mean $65,000,000, as such amount may increase from time to time if any Tranche C Loan Commitments are assigned pursuant to Section 11.06(b).

“Agreement” shall have the meaning assigned to that term in the preamble.

“Alternative Base Rate” shall mean an amount equal to the higher of (a) the Prime Rate and (b) the prevailing Federal Funds Rate plus 0.50%.

“▇▇▇” shall mean the National Water Authority (Autoridad Nacional del Agua) of Peru.

“Ancillary Documents” shall mean, with respect to each Additional Project Document entered into by the Borrower, or by an agent on behalf of the Borrower, subsequent to the Closing Date: (a) each security agreement or instrument necessary to grant to the Collateral Agents, a perfected Lien in such Additional Project Document with the priority contemplated by the Security Documents, (b) each recorded financing statement and other filings required to perfect such Lien, (c) an opinion of counsel to the Borrower and, in the case of Acceptable COD O&M Arrangement (other than a Borrower O&M Plan) or a replacement of the EPC Contract, an opinion of counsel to the relevant Material Project Party and (d) in the case of any material PPA, Acceptable COD O&M Arrangement or a replacement of the EPC Contract, a Consent and Agreement from each Person party to such Additional Project Document and any other Person guaranteeing or otherwise providing credit support for such Material Project Party’s obligations.

“Anti-Money Laundering Laws” shall mean, collectively, (a) Title III of the USA PATRIOT Act and (b) any other law, regulation, order, decree or directive of any Government Authority in a relevant jurisdiction having the force of law and relating to anti-money laundering and applicable to the Borrower.

“Applicable Lending Office” shall mean, for each Senior Lender, the “Lending Office” of such Senior Lender (or of an Affiliate of such Senior Lender) designated on Appendix A or such other office of such Senior Lender (or of an Affiliate of such Lender) as such Senior Lender may from time to time specify to the Agents and the Borrower as the office for its Loans; provided, that any Senior Lender may from time to time change its “Applicable Lending Office” by delivering notice of such change to the Agents and the Borrower.

“Applicable Margin” shall have the meaning set forth in the table below for each Loan:


	From the Closing	On and from the	On and from the	On and from the
	Date until (and	first date after the	first date after the	first date after the
	including) the	first Interest	first Interest	first Interest
	first Interest	Payment Date	Payment Date	Payment Date
	Payment Date	immediately	immediately	immediately
	immediately	following the	following the	following the
	following the	fifth (5^th)	eighth (8^th)	eleventh (11^th)
	fifth (5^th)	anniversary of	anniversary of	anniversary of
	anniversary of	the Closing Date	the Closing Date	the Closing Date
	the Closing Date	until (and	until (and	until (and
		including) the	including) the	including) the
		first Interest	first Interest	Final Maturity
		Payment Date	Payment Date	Date or the
		immediately	immediately	Tranche D Final
		following the	following the	Maturity Date, as
		eighth (8^th)	eleventh (11^th)	applicable
		anniversary of	anniversary of
		the Closing Date	the Closing Date

Tranche A Loans:	4.25%	4.75%	5.25%	5.50%

Tranche B Loans:	4.25%	5.00%	5.75%	6.25%

Tranche C Loans:	4.25%	5.00%	5.75%	6.25%

Tranche D Loans:	2.75%	3.25%	3.60%	3.60%

“Asset Pledge Agreement” shall mean that certain moveable assets pledge (Contrato de Garantía Mobiliaria Sobre Activos), to be entered into prior to the Initial Disbursement Date, between the Borrower and the Onshore Collateral Agent, executed before a Notary Public and to be registered in the Peruvian Public Registry.

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in the form of Exhibit E or any other form approved by the Administrative Agent.

“Auditors” shall have the meaning assigned to such term in Section 8.08(c).

“Authorized Officer” shall mean: (a) with respect to any Person that is a corporation, company or a sociedad anónima, the chairman, chief executive officer, president, vice president, assistant vice-president, treasurer, assistant treasurer, attorney-in-fact, secretary or assistant secretary of such Person or the individuals authorized to act as such by its by-laws or estatutos sociales, (b) with respect to any Person that is a partnership, each general partner of such person or the chairman, chief executive officer, president, vice president, treasurer, assistant treasurer, attorney-in-fact, secretary or assistant secretary of a general partner of such Person and

(c) with respect to any Person that is a limited liability company, the manager, the managing partner or a duly appointed officer of such Person or the individuals authorized to represent such person pursuant to the constitutive documents of such limited liability company or the chairman, chief executive officer, president, vice president, treasurer, assistant treasurer, attorney-in-fact, secretary or assistant secretary of a manager or managing member of such Person.

“Bankruptcy” shall mean, with respect to any Person, the occurrence of any of the following events, conditions or circumstances: (a) such Person shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer or consent seeking any reorganization, arrangement, composition, readjustment, liquidation, concurso de acreedores, dissolution or similar relief for itself under the Peruvian General Bankruptcy Act, as amended, or any present or future applicable federal, state or other statute or law relating to bankruptcy, insolvency, reorganization or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of such Person or of all or any substantial part of its properties (the term “acquiesce,” as used in this definition, includes the failure to file in a timely manner a petition or motion to vacate or discharge any order, judgment or decree after entry of such order, judgment or decree), (b) an involuntary case or other proceeding shall be commenced against such Person seeking any bankruptcy, reorganization, arrangement, composition, readjustment, liquidation, concurso de acreedores, dissolution or similar relief with respect to such Person or its debts under the Peruvian General Bankruptcy Act, as amended, or any present or future applicable federal, state or other statute or law relating to bankruptcy, insolvency, reorganization or other relief for debtors, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed or unstayed for a period of sixty (60) Business Days, (c) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against such Person seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the Peruvian General Bankruptcy Act, or any other present or future applicable federal, state or other statute or law relating to bankruptcy, insolvency, reorganization or other relief for debtors, and such Person shall acquiesce in the entry of such order, judgment or decree or such order, judgment or decree shall remain unvacated and unstayed for an aggregate of sixty (60) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of such Person or of all or any substantial part of its property shall be appointed without the consent or acquiescence of such Person and such appointment shall remain unvacated and unstayed for an aggregate of sixty (60) days (whether or not consecutive), (d) such Person shall admit in writing its inability to pay its debts as they mature or shall generally not be paying its debts as they become due, (e) such Person shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors or (f) such Person shall take any corporate, limited liability company or partnership action for the purpose of effecting any of the foregoing.

“Base Case Forecast” shall mean the quarterly projections relating to the Project Development and operation of the Project for the period commencing on the Closing Date and continuing for a period of twenty (20) years, as prepared by the Borrower according to the methodology and assumptions agreed with the Lenders and the Independent Engineer, and in form and substance reasonably acceptable to the Administrative Agent and the Borrower, which projections shall be certified by an Authorized Officer of the Borrower to the effect that (a) such projections were made in good faith and (b) the assumptions on the basis of which such projections were made were (when made) believed to be reasonable and consistent with the Project Construction Budget and Schedule and the Transaction Documents.

“Base Case Total Project Costs” shall mean the total Project Costs contemplated in the Base Case Forecast or after the delivery thereof, the Updated Base Case Forecast.

“Basic Terms and Conditions of Employment” means the requirements as applicable to the Borrower on wage, working hours, labor contracts and occupational health and safety issues, arising from ILO conventions 26 and 131 (on remuneration), 1 (on working hours) and 155 (on health and safety).

“Board” shall mean the Board of Governors of the Federal Reserve System.

“Borrower” shall have the meaning assigned to that term in the preamble.

“Borrower O&M Plan” shall mean a comprehensive operation and maintenance plan to be implemented by the Borrower, which shall be consistent with the O&M Framework delivered pursuant to Section 6.01(b)(iii) and satisfactory to the Supermajority Lenders (in consultation with the Independent Engineer), and containing the performance benchmarks set forth on Schedule 1.01(B) hereto.

“Borrower’s Knowledge” shall mean the earlier of actual knowledge of the Borrower or receipt of notice by an Authorized Officer of any Credit Party with respect to a matter relating to a part of any Credit Party’s business (as it relates to the Project) for which such Authorized Officer is responsible for the management or day-to-day operations.

“Borrowing” shall mean a borrowing of Loans on any Disbursement Date.

“Borrowing Certificate” shall mean a certificate and related attachments and certifications, substantially in the form of Exhibit B-1 executed by an Authorized Officer of the Borrower requesting a Borrowing of Loans as set forth under this Agreement and otherwise duly completed.

“Broker’s Letter of Undertaking” shall mean the broker’s letter of undertaking (for insurances/reinsurances arranged by the Borrower) substantially in the form attached as Appendix 3 to Schedule 8.05.

“Business Day” shall mean any day that is not a Saturday, Sunday or any other day on which commercial banks are authorized or required by law to be closed in ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ and Lima, Peru; provided that when used in connection with the LIBO Rate, a Borrowing or payment of prepayment of principal of or interest on, a Loan or a notice by the Borrower with respect to any such Borrowing, payment, prepayment or Interest Period, the term “Business Day” shall also exclude any day on which commercial banks are not open for dealings in dollar deposits in the London interbank market.

“Capital Expenditures” shall mean, for any period after the Closing Date, expenditures (including the aggregate amount of Capital Lease Obligations incurred during such period) made by (or on behalf of) the Borrower to acquire or construct fixed assets, plant and equipment (including renewals, improvements and replacements, but excluding repairs) during such period computed in accordance with its Accounting Principles (other than such expenditures paid out of casualty insurance proceeds), but excluding Project Costs.

“Capital Lease Obligations” shall mean, for any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) Property of such Person to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under its Accounting Principles and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount of such obligations, determined in accordance with the relevant Accounting Principles.

“Cash Flow Available for Debt Service” shall mean, for any period, the excess (if any) of (a) the sum of Project Revenues and Spot Revenues for such period less (b) the sum of Operation and Maintenance Expenses and Spot Market Expenses paid during such period.

“CDM” shall mean the clean development mechanism defined under Article 12 of the Kyoto Protocol as implemented through the International Rules.

“CER” shall mean a unit of saleable certified emission reduction credits and any other GHG Reduction pursuant to the CDM which is equal to one metric tonne of carbon dioxide equivalent abated issued by the CDM executive board pursuant to Article 12 of the Kyoto Protocol and the decisions adopted pursuant to that treaty and any successor thereto.

“Change in Control” shall mean any reduction of the direct or indirect ownership, economic or voting interest of (a) Israel Corporation to less than 50.1% of the Project Sponsor (provided that in the event that (i) there has occurred an initial public offering of the Project Sponsor the Tel Aviv Stock Exchange, the Lima, Peru Stock Exchange or any other major stock exchange governed by an Ordinary Member of the International Organization of Securities Commissions, no Change in Control shall be deemed to have occurred so long as Israel Corporation continues to Control the Project Sponsor even though it may own less than 50.1% of the Project Sponsor, (b) prior to the Project Completion Date, any of the Pledgors to less than their respective percentage ownership as set forth in Section 7.25(a), (c) prior to the Project Completion Date, the Project Sponsor to less than 100% of the Inkia Pledgor and (d) after the Project Completion Date, the Project Sponsor to less than 50.1% of the Borrower; provided, however, that any reduction of ownership, economic or voting interests otherwise allowed above shall (A) be on an arm’s length basis, (B) result in the seller (other than the Quimpac Pledgor) retaining direct or indirect Control over the subject entity (including, without limitation, the ability to appoint a majority of the members of the board of directors or equivalent body) and (C) prior to or simultaneously with reduction of ownership, economic or voting interests, the purchaser shall deliver to the Administrative Agent such documents (including documentation and other information required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws and, if applicable, an accession to any Financing Document to which any Credit Party or Israel Corporation is a party and legal opinions in respect of such Financing Documents), each of which shall be in form and substance reasonably satisfactory to the Administrative Agent, and, in the case of a transfer by any Pledgor of its Equity Interests in the Borrower, shall take such actions as shall be requested by the

Administrative Agent in connection with the granting or maintenance of a first-lien security interest in the Equity Interests of the Borrower. Notwithstanding anything to the contrary contained herein, except in connection with an initial public offering of the Project Sponsor on the Tel Aviv Stock Exchange, the Lima, Peru Stock Exchange or any other major stock exchange governed by an Ordinary Member of the International Organization of Securities Commissions, no sale contemplated herein may be to any Person who is (or an Affiliate of a Person who is) (1) then currently engaged in a material dispute with any Credit Party or Senior Lender, (2) then in default under any material indebtedness owing to any Credit Party or Senior Lender, (3) prohibited, once any sale contemplated in this definition is consummated, from receiving additional indebtedness from any Senior Lender, (4) identified by the Office of Foreign Assets control of the U.S. Department of the Treasury as subject to sanctions imposed by the U.S. Government on the basis that such Person, its Affiliates or the government of its or any of its Affiliates’ home jurisdiction has engaged in or supports terrorism or other international criminal activity or (5) identified as having any business relationships with specially designated nationals and blocked persons or entities maintained on any Sanction List.

“Change in Law” shall mean, with respect to any Lender (or its Applicable Lending Office), the occurrence after the date of the execution and delivery of this Agreement of the following events: (a) the adoption of any applicable Government Rule, (b) any change in any applicable Government Rule (including Regulation D) or in the interpretation or administration of such applicable Government Rule (including Regulation D) by any Government Authority charged with its interpretation or administration or (c) the adoption or making of any interpretation, directive, guideline, policy or request applying to a class of Lenders including such Lender of or under any Government Rule or in the interpretation or administration of any Government Rule (including Regulation D) (whether or not having the force of law and whether or not failure to comply would be unlawful, but with respect to which similarly situated banks generally comply) by any Government Authority charged with its interpretation or administration. Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change Orders” shall have the meaning given to such term in Section 8.20(e).

“Charges” shall have the meaning given to such term in Section 11.11.

“Closing Date” shall mean August 17, 2012, which is the date on which the Administrative Agent shall have notified the Borrower that all of the conditions set forth in Section 6.01 shall have been satisfied (or waived by each Lender).

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“COES” shall mean the Comité de Operación Económica del Sistema Interconectado Nacional, which is the entity responsible for the operation and coordination of the national power grid and the Spot Market.

“COFIDE” shall mean la Corporación Financiera de Desarrollo S.A., a sociedad anónima organized under the laws of Peru.

“COFIDE Guarantee” shall mean, either, (a) any guarantee agreement (fianza solidaria) between COFIDE and FMO with respect to a portion of FMO’s Senior Loan Commitments or (b) a channeling resource agreement (contrato de canalización de recursos) between COFIDE and Banco Internacional del Perú, with respect to all or a portion of such Senior Lender’s Senior Loan Commitments.

“COFIDE Tranche A Guaranteed Notes” shall have the meaning given to such term in Section 2.07(a).

“COFIDE Tranche B Guaranteed Notes” shall have the meaning given to such term in Section 2.07(b).

“Collateral” shall mean (a) Account Collateral and (b) any Property of any Credit Party, whether real, personal or mixed, with respect to which a Lien is granted as security for the Secured Obligations.

“Collateral Agents” shall mean the Onshore Collateral Agent and the Offshore Collateral Agent, and “Collateral Agent” means either of them.

“Collateral Agency and Depositary Agreement” shall mean the Collateral Agency and Security Deposit Agreement, to be entered into prior to the Initial Disbursement Date substantially in the form of Exhibit H, among the Offshore Collateral Agent, the Onshore Collateral Agent, the Depositary, the Trustee, the Administrative Agent and the Borrower.

“Commercial Operation Date” shall mean the date when the Project has achieved commercial operations (puesta en operación comercial) under the Investment Agreement, as confirmed by COES, with at least 111% of the Contracted Capacity (Potencia Contratada, as defined in the Investment Agreement) (such amount as used in this definition, the “Minimum IA Operating Capacity”); provided that, the Minimum IA Operating Capacity shall not be required to achieve the Commercial Operation Date under this Agreement if the MINEM has issued a letter confirming that (a) operating with at least 111% Contracted Capacity is not contractually required under the Investment Agreement and (b) operating with less than 111% Contracted Capacity will not be considered a termination event under the Investment Agreement.

“Commitments” shall mean, collectively, the Senior Loan Commitments and the Tranche C Loan Commitments.

“Commitment Fee” shall have the meaning assigned to such term in Section 2.04(a).

“Common Representative” shall mean an institution acceptable to the Administrative Agent, to be appointed as irrevocable common representative of the Borrower and the Onshore Collateral Agent in the Share Pledge Agreement, as required by the Peruvian Pledge Act.

“Concession Agreements” shall mean, collectively, (i) the Definitive Generation Concession Agreement and (ii) the Transmission Concession Agreement and “Concession Agreement” means any of them.

“Conditional Assignment of Contractual Position Agreement” shall mean the Conditional Assignment of Contractual Position Agreement (Contrato de Cesión Condicionada de Posición Contractual), to be entered into prior to the Initial Disbursement Date, between Inkia Holdings (Kallpa) Limited and the Onshore Collateral Agent, executed before a notary public in Peru and to be registered in the corresponding Peruvian Public Registry prior to the Initial Disbursement Date.

“Conditional Assignment of Rights and Contractual Position Agreement” shall mean the Conditional Assignment of Rights and Contractual Position Agreement (Contrato de Cesión Condicionada de Derechos y de Posición Contractual), to be entered into prior to the Initial Disbursement Date, between the Borrower and the Onshore Collateral Agent, executed before a notary public in Peru and to be registered in the corresponding Peruvian Public Registry prior to the Initial Disbursement Date.

“Confidentiality Agreement” shall mean a confidentiality agreement among a Lender and a prospective assignee or participant substantially in the form attached to this Agreement as Exhibit G.

“Consent and Agreement” shall mean (a) with respect to the EPC Contractor, a Consent and Agreement with respect to the EPC Contract, substantially in the form of Exhibit I-1 and otherwise acceptable to the Administrative Agent, acting reasonably (b) with respect to ElectroPeru, a Consent and Agreement with respect to the ElectroPeru PPA, substantially in the form of Exhibit I-2 and otherwise acceptable to the Administrative Agent, acting reasonably (c) with respect to each of ▇▇▇ del Sur, S.A.A., Edelnor S.A.A. and Edecañete S.A., a Consent and Agreement with respect to the relevant ▇▇▇ del Sur PPA, substantially in the form of Exhibit I-2 and otherwise acceptable to the Administrative Agent, acting reasonably (d) with respect to any Operator (other than the Borrower), a Consent and Agreement, substantially in the form of Exhibit I-3 and otherwise acceptable to the Administrative Agent, acting reasonably and (e) any Consent and Agreement referred to in sub-clause (d) of the definition of “Ancillary Documents”.

“Construction Account” shall mean the offshore construction account to be established pursuant to the Collateral Agency and Depositary Agreement.

“Construction Report” shall mean a “Construction Report”, in form, scope and substance acceptable to the Administrative Agent (in consultation with the Independent Engineer), executed by an Authorized Officer of the Borrower or the Independent Engineer, as applicable, and delivered from time to time as contemplated by Section 8.19.

“Contest” shall mean, with respect to any Person, with respect to (a) any Taxes or any Lien imposed on Property of such Person (or the related underlying claim for labor, material, supplies or services) by any Government Authority for Taxes or with respect to obligations under ERISA or (b) the determination of Project Completion, any unpaid cost or expense referenced in clause (d) of the definition of Project Completion (each, a “Subject Claim”), a contest of the amount, validity or application, in whole or in part, of such Subject Claim pursued in good faith and by appropriate legal, administrative or other proceedings diligently conducted so long as: (i) adequate cash reserves have been established with respect to such Subject Claim in accordance with such Person’s Accounting Principles, (ii) during the period of such contest the enforcement of such Subject Claim is effectively stayed and any Lien (including any inchoate Lien) arising by virtue of such Subject Claim shall, if required by applicable Government Rule, be effectively secured by posting of cash collateral or a surety bond (or similar instrument) by a reputable surety company, (iii) with regard to the determination of Project Completion, Subject Claims related to unpaid costs and expenses referenced in clause (d) of the definition of Project Completion shall not be in excess of $10,000,000 in the aggregate and such Subject Claims shall be effectively secured by the posting of cash collateral or a letter of credit by an Acceptable LC Provider in form and substance acceptable to the Majority Lenders, (iv) neither the Administrative Agent nor any Lender could reasonably be expected to be exposed to any risk of criminal liability or civil liability as a result of such contest and (v) the failure to pay such Subject Claim under the circumstances described above could not otherwise reasonably be expected to have a Material Adverse Effect. The term “Contest” used as a verb shall have a correlative meaning.

“Contingent Equity Contribution” shall have the meaning assigned to such term in the Equity Contribution and Retention Agreement.

“Contingent Equity Credit Support” shall have the meaning assigned to such term in the Equity Contribution and Retention Agreement.

“Contracted Cash Flow Available for Debt Service” shall mean, for any quarterly fiscal period, the excess (if any) of (a) the sum of (x) Project Revenues described in sub-clause (a) of the definition of “Project Revenues” herein for such period plus (y) the sum of (1) Spot Capacity Revenues net of purchases of capacity from the Spot Market and (2) Spot Energy Revenues net of purchases of energy from the Spot Market (if negative) for such quarterly fiscal period less (b) the sum of all Operation and Maintenance Expenses during such quarterly fiscal period.

“Contracted Cash Flow DSCR” shall mean, as at any calculation date, for the period of four (4) consecutive quarterly fiscal periods then most recently ended (or any other period referred to in this Agreement for which this ratio is required to be calculated), the ratio of (a) Contracted Cash Flow Available for Debt Service and (b) Debt Service for such period.

“Control” (including, with its correlative meanings, “Controlled by” and “under common Control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies or the composition of its board or equivalent body (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), and, in any event, any Person owning greater than 50% of the voting securities of another Person shall be deemed to Control that Person.

“Core Labor Standards” means the requirements as applicable to the Borrower on child and forced labor, discrimination and freedom of association and collective bargaining, arising from the ILO Declaration on Fundamental Principles and Rights at Work, adopted in 1998 and covering: (i) freedom of association and the right to collective bargaining, (ii) the elimination of forced and compulsory labor, (iii) the abolition of child labor and (iv) the elimination of discrimination in the workplace.

“Credits” shall mean any credits, benefits, incentives or other environmental attributes or payments in lieu thereof, such as renewable energy credits, capacity credits, certificates, allowances, emissions reductions, pollution/emission credits, greenhouse gas reduction, rights to payments, tradable generation rights, green tag or similar right however entitled, whether arising pursuant to any International Rules, Environmental and Social Laws, Government Rule, regulation, certification, markets, trading, off-set, private transaction, renewable portfolio standards, voluntary programs, government programs or auctions, or otherwise and arising as a result of the Project’s characterization as a renewable energy generation facility and related to its benefits to the environment, including CERs, but specifically excluding any and all production tax credits, investment tax credits and any other tax credits or tax benefits which are or will be generated by the Project.

“Credit Party” shall mean the Borrower, the Pledgors and, until the Project Completion Date, the Project Sponsor.

“Currency Rate Protection Agreement” shall mean, for any Person, any foreign exchange hedging arrangement between such Person and one or more financial institutions providing for the mitigation of foreign currency exchange risk either generally or under specific contingencies in form and substance acceptable to the Administrative Agent.

“Currency Swap Coordinators” shall mean one or more Permitted Swap Providers chosen by the Borrower.

“Debt Service” shall mean, for any period the sum, computed without duplication, of the following: (a) all amounts payable by the Borrower in respect of scheduled payments of principal of the Loans for such period and any amounts past due from any prior period (and excluding prepayments of Loans payable during such period pursuant to Section 3.04) plus (b) all amounts payable by the Borrower in respect of Interest Expense for such period plus (c) all fees, premia and financing costs which are due for payment by the Borrower in respect of the Loans in accordance with the relevant terms of and conditions of the Financing Documents.

“Debt Service Coverage Ratio” shall mean, as at any calculation date, for the period of four (4) consecutive quarterly fiscal periods then most recently ended (or any other period referred to in this Agreement for which this ratio is required to be calculated), the ratio of (a) Cash Flow Available for Debt Service and (b) Debt Service for such period.

“Debt Service Reserve Account” shall mean the debt service reserve account to be established pursuant to the Collateral Agency and Depositary Agreement.

“Debt Sizing Parameters” shall mean: (a) at least 1.55:1.00 minimum Debt Service Coverage Ratio assuming P50 Production, (b) at least 1.65:1.00 average Debt Service Coverage Ratio assuming P50 Production, (c) at least 1.10:1.00 minimum Quarterly Debt Service Coverage Ratio assuming P95 Production, (d) at least 1.20:1.00 minimum Contracted Cash Flow DSCR and (e) a Debt to Equity Ratio no greater than 65:35.

“Debt to Equity Ratio” shall mean, as of any date of determination, the ratio of (a) the aggregate principal amount of Loans outstanding under this Agreement after giving effect to any Loans made on such date to (b) the aggregate Equity that has been irrevocably contributed to the Borrower.

“Default” shall mean an Event of Default or an event which with notice or lapse of time or both would become an Event of Default.

“Defaulting Lender” shall mean, at any time, subject to Section 4.08(d), (a) a Senior Lender that has failed for two or more Business Days to comply with its obligations under this Agreement to make a Loan or make any other payment due hereunder (a “funding obligation”) unless such Senior Lender has notified the Administrative Agent and the Borrower in writing that such failure is the result of such Senior Lender’s determination that one or more conditions precedent to funding has not been satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing), (b) any Senior Lender that has notified the Administrative Agent in writing, or has officially stated publicly, that it will not comply with any such funding obligation hereunder unless such Senior Lender has notified the Administrative Agent and the Borrower in writing that such failure is the result of such Senior Lender’s determination that one or more conditions precedent to funding has not been satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing or public statement), (c) any Senior Lender that has defaulted on its funding obligations under any other loan agreement or credit agreement or other similar financing agreement, (d) any Senior Lender that has, for three (3) or more Business Days after written request of the Administrative Agent or Borrower, failed to confirm in writing to the Administrative Agent, that it will comply with its prospective funding obligations hereunder (provided that such Senior Lender will cease to be a Defaulting Senior Lender pursuant to this clause (d) upon the Administrative Agent’s and the Borrower’s receipt of such written confirmation), (e) any Senior Lender with respect to which a Lender Insolvency Event has occurred and is continuing with respect to such Senior Lender or its Parent Company. Any determination by the Administrative Agent that a Senior Lender is a Defaulting Lender under any of clauses (a) through (e) above will be conclusive and binding absent manifest error, and such Senior Lender will be deemed to be a Defaulting Lender (subject to Section 4.08(d)) upon notification of such determination by the Administrative Agent to the Borrower and the Lenders.

“Definitive Generation Concession Agreement” shall mean the Definitive Generation Concession Agreement (Contrato de Concesión Definitiva de Generación de Energía Eléctrica Nº 358-2010), dated January 5, 2011, between the Borrower (as assignee of Kallpa Generación, S.A.) and MINEM, as amended by Public Deed dated June 24, 2011.

“Definitive Generation Concession Mortgage Agreement” shall mean the Definitive Generation Concession Mortgage Agreement (Contrato de Hipoteca sobre Concesión Definitiva de Generación), to be entered into prior to the Initial Disbursement Date, between the Borrower and the Onshore Collateral Agent, executed before a notary public and to be registered in the Peruvian Public Registry prior to the Initial Disbursement Date.

“DEG” shall mean DEG – Deutsche Investitions – und Entwicklungsgesellschaft mbH.

“Depositary” shall mean The Bank of Nova Scotia, New York Agency appointed as depositary under the Collateral Agency and Depositary Agreement.

“Disbursement Date” shall mean the date on which a Borrowing under each of the Commitments occurs immediately following satisfaction (or waiver in accordance with the terms of this Agreement) of the applicable conditions precedent in Article VI.

“Disposition” shall mean any sale, assignment, transfer or other disposition of any property (whether now owned or hereafter acquired) by the Borrower to any other Person excluding any sale, assignment, transfer or other disposition of any property sold or disposed of in the ordinary course of business.

“Dollars” and “$” shall mean lawful money of the United States.

“DSRA Letter of Credit” shall have the meaning assigned to such term in the Collateral Agency and Depositary Agreement.

“E&S Management System” shall mean, the social, environmental, health and safety management system of the Borrower and the Operator that enables the Borrower to monitor, identify, assess and manage risks in respect of their activities and the operation of the Project on an ongoing basis and which is dedicated to the structural improvement of the environmental and social performance of the Project, which system shall be reasonably satisfactory to the Lenders.

“ElectroPeru” shall mean Electricidad del Perú S.A.

“ElectroPeru PPA” shall mean that certain power purchase agreement (Contrato para el Suministro de Energía Eléctrica), dated March 8, 2011, by and between ElectroPeru and the Borrower.

“Eligible Assignee” shall mean (a) a Senior Lender, (b) an Affiliate of a Senior Lender, (c) COFIDE, (d) SACE and (e) any other Person (other than a natural person) approved by the Administrative Agent, such approval not to be unreasonably withheld or delayed; provided that at any time prior to the end of the Tranche A Loan Commitment Period, any “Eligible Assignee” (other than COFIDE or SACE) shall be rated at least BBB or better by S&P as of the date of such assignment.

“Eligible Contract Expenditures” shall mean any expenditures paid or to be paid under the terms of the Eligible Contract to the Eligible Contractor with respect to goods and/or services supplied or to be supplied by the Eligible Contractor to the Borrower pursuant to the Eligible Contract eligible for financing hereunder.

“Eligible Contractor” shall mean Astaldi S.p.A.

“Eligible Contract” shall mean the EPC Contract.

“Eligible Costs” shall mean, collectively, (i) the Eligible Contract Expenditures, (ii) one hundred percent (100%) of the SACE Premium and (iii) up to one hundred percent (100%) of the Eligible Tranche D IDC.

“Eligible Tranche D IDC” shall mean capitalized interest on the Tranche D Loans accruing prior to the Initial Amortizing Senior Loan Tranche Principal Payment Date.

“Environmental Impact Assessment” shall mean the Estudio de Impacto Ambiental del Proyecto “Central Hidroeléctrica Cerro del ▇▇▇▇▇▇”) as described in Item #1 on Schedule 7.05(b).

“Environmental and Social Claim” shall mean any investigation, claim, administrative, regulatory or judicial action, suit, judgment, or demand, in each case, requesting or imposing injunctive or equitable relief, or alleging or asserting a liability or obligation arising under any Environmental and Social Law, including any liability or obligation for investigatory costs, corrective, rehabilitation, reclamation or restoration costs, cleanup costs, governmental response costs, contribution, cost recovery, damages to the environment, surface water, groundwater, wetlands, air quality, wildlife, natural resources or other Property, personal injuries, fines, penalties or restrictions pursuant to an Environmental and Social Law arising out of or based on (a) the presence, Use, exposure to, or Release or threatened Release of any Hazardous Material at any location, (b) any violation or alleged violation of any Environmental and Social Law or (c) labor disputes and health impacts.

“Environmental and Social Consultant’s Report” shall mean a report relating to the environmental and social aspects of the Project verifying compliance with the Environmental and Social Standards and the Action Plan, prepared by the Independent Environmental and Social Consultant, and certified by the Independent Environmental and Social Consultant that such report was prepared in accordance with Principle 7 of the Equator Principles, and reasonably acceptable to the Administrative Agent and based on the classification of the Project as a “Category A” Project under the Equator Principles.

“Environmental and Social Laws” shall mean any and all current or future Government Rules applicable to the Project, in effect at the relevant time, relating to pollution or the protection of the environment, surface water, groundwater, wildlife, air quality, human health or safety or natural resources, and all such Government Rules regulating or imposing liability or standards of conduct with respect to (a) emissions, discharges, Releases or threatened Releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes, (b) the Use of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes, (c) human exposure to chemicals, contaminants, additives or hazardous materials or conditions, (d) occupational safety and health requirements, (e) public health and safety, (f) the regulation of industrial relations (between government, employers and employees), (g) the

regulation of public participation, (h) the protection and regulation of ownership of immovable goods and intellectual and cultural property rights, (i) the protection and empowerment of indigenous peoples or ethnic groups, including with respect to the protection and regulation of ownership of land rights, (j) the protection, restoration and promotion of cultural heritage, (k) environmental justice or (l) relating to any other environmental, social, labor, health and safety or security risks of the type contemplated by the Environmental and Social Standards.

“Environmental and Social Monitoring Report” shall mean a report relating to the environmental and social aspects of the Project prepared by an Authorized Officer of the Borrower, substantially in the form of Exhibit C-5, and delivered pursuant to Section 8.04(d).

“Environmental and Social Standards” shall mean, collectively: (a) the Performance Standards, (b) the Equator Principles, (c) Core Labor Standards and (d) Basic Terms and Conditions of Employment.

“EPC Contract” shall mean the turnkey engineering procurement and construction contract for Cerro del ▇▇▇▇▇▇ hydroelectric power plant, dated as of November 4 2011, by and between the Borrower and the EPC Contractor, as the same may be amended from time to time as permitted by this Agreement.

“EPC Contractor” shall mean jointly and severally, Astaldi S.p.A. and GyM S.A.

“Equator Principles” shall mean the principles named “Equator Principles—A financial industry benchmark for determining, assessing and managing social and environmental risk in project financing” adopted by various financing institutions in the form dated June 2006, or, if revised thereafter, as the same exists as of the applicable date, that are published on the internet at ▇▇▇.▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇.▇▇▇.

“Equity” shall mean, as of any date of determination, the sum of, without duplication, (a) paid-in capital registered on the books of the Borrower as equity (and not reimbursed by the Borrower) and (b) all Shareholder Contributions, including, in each case, amounts drawn from Equity Letters of Credit provided pursuant to the Equity Contribution and Retention Agreement.

“Equity Contribution and Retention Agreement” shall mean that certain equity contribution and retention agreement, dated as of the Closing Date, among the Borrower, each of the other Credit Parties party thereto, the Administrative Agent and the Offshore Collateral Agent, substantially in the form of Exhibit F-1.

“Equity Interests” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“Equity Letter of Credit” shall have the meaning assigned to such term in the Equity Contribution and Retention Agreement.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that is treated as a single employer together with the Borrower under section 414 of the Code.

“European Union Restrictions List” shall mean the “Consolidated list of persons, groups and entities subject to EU financial sanctions”, as published by the European Union from time to time, and available on the Internet at the following website: “▇▇▇▇://▇▇.▇▇▇▇▇▇.▇▇/▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇/▇▇▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇-▇▇▇▇_▇▇.▇▇▇ or any official successor website.

“Event of Abandonment” shall mean a formal, public announcement by any Credit Party, the EPC Contractor or the Operator of a decision to abandon or indefinitely defer, or the abandonment of, the construction, completion or operation of any material portion of the Project for any reason.

“Event of Default” shall have the meaning assigned to such term in Section 9.01.

“Event of Force Majeure” shall have the meaning given to “Fuerza Mayor” in each of the Investment Agreement and the Definitive Generation Concession Agreement and any other force majeure event or analogous occurrence under any Project Document.

“Event of Loss” shall mean any loss of, destruction of or damage to, or any condemnation or other taking of (including an Event of Taking) any Property of the Borrower.

“Event of Taking” shall mean any taking, seizure, confiscation, requisition, exercise of rights of eminent domain, public improvement, inverse condemnation, condemnation or similar action or threat of any such action of or proceeding by any Government Authority or other Person relating to all or any part of the Project.

“Event of Total Loss” shall mean the occurrence of an Event of Loss affecting all or substantially all of the Project or the Property of the Borrower.

“Excluded Taxes” shall mean, (i) with respect to the Administrative Agent, the SACE Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, income, franchise or branch profit Taxes imposed on (or measured by) its net income by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its Applicable Lending Office is located and (ii) in the case of a Lender, any withholding tax attributable to the Lender’s failure to comply with Section 5.04(e).

“Export Contract Value” shall mean the aggregate amount paid or to be paid under the terms of any Eligible Contract to the Eligible Contractor for goods and/or services exported, excluding any goods and/or services of Peruvian origin.

“Exporter Declaration” has the meaning set forth in Section 6.03(c)(iii).

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version that is substantially comparable) and any current or future regulations or official interpretations thereof.

“Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, that (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average of the quotations for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letters” shall mean, collectively, the Offshore Collateral Agency Fee Letter, the Onshore Collateral Agency Fee Letter, the Administrative Agency Fee Letter, the Trustee Fee Letter, the Upfront Fee Letter and the Syndication Fee Letter.

“Final Acceptance Certificate” shall have the meaning assigned to such term in the EPC Contract.

“Final Costs” shall mean any of the following: (i) approved and budgeted Project Costs with respect to start-up costs, (ii) Project Costs with respect to budgeted punch-list items, (iii) Spot Market Expenses and (iv) approved and budgeted Operation and Maintenance Expenses for the period of time from the Initial Partial Taking-Over Date until the Actual Project Acceptance Date.

“Final Maturity Date” shall mean the date that is twelve (12) years from the Closing Date; provided, that if such date is not a Business Day, the “Final Maturity Date” shall be the immediately preceding Business Day.

“Final Taking-Over Date” shall have the meaning assigned to such term in the EPC Contract.

“Financing Document Currency” has the meaning assigned to such term in Section 11.18.

“Financing Documents” shall mean this Agreement, each of the Notes, Note Completion Agreements, the Fee Letters, each of the Security Documents, the Equity Contribution and Retention Agreement, the Israel Corporation Equity Retention Agreement, the Subordination Agreements, the Israel Corporation Guarantee, each of the Permitted Swap Agreements, the SACE Reimbursement Agreement, and each Guarantee and credit support instrument provided in connection with any of the foregoing.

“Fiscal Year” shall mean a fiscal year of the Borrower ending on December 31 of each calendar year.

“FMO” shall mean Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.

“Foreign Plan” means any employee pension benefit plan, program, policy, arrangement or agreement maintained or contributed to by any Credit Party with respect to employees employed outside the United States (other than any governmental arrangement) and as to which there are statutory funding requirements prior to retirement or other termination of employment.

“Generator Set” shall have the meaning assigned to such term in the EPC Contract.

“GHG Reduction” shall mean the removal, sequestration, reduction, mitigation or avoidance, of greenhouse gases by a CDM project activity (as described in such project’s design document), or equivalent project activity under the voluntary rules, that project’s baseline and measured in tonnes of carbon dioxide equivalent, which have been generated in a manner consistent with the CDM and/or the voluntary rules (each as may be succeeded by equivalent rules based on the International Rules or the voluntary rules for the reduction of greenhouse gases).

“Good Industry Practices” shall mean those practices, methods, equipment, specifications and standards of safety and performance, as are commonly accepted in the international hydroelectric power industry as good, safe and prudent practices in connection with the design, construction, operation, maintenance, repair and use of the Project. “Good Industry Practices” as defined herein does not necessarily mean one particular practice, method, equipment specification or standard in all cases, but is instead intended to encompass a broad range of acceptable practices, methods, equipment specifications and standards.

“Government Approval” shall mean (a) any authorization, consent, approval, license, lease, ruling, permit, certification, waiver, exemption, filing, variance, claim, order, judgment or decree of, by or with, (b) any required notice to, (c) any declaration of or with or (d) any registration by or with, any Government Authority, in each case necessary for the development, construction, operation and management of the Project to the extent (i) not routine, (ii) not ministerial in nature or (iii) not otherwise immaterial to the Project or the Borrower’s compliance with any Government Rule or obtaining or maintaining any Government Approval.

“Government Authority” shall mean, unless otherwise specified, the government of the United States, Peru, or of any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, judicial or administrative, regulatory body, court, central bank or other entity (including any federal or other association of or with which any such nation may be a member or associated) exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or European Central Bank).

“Government Rule” shall mean any statute, law, regulation, ordinance, rule, international treaty obligation, judgment, order, decree, permit, concession, grant, franchise, license, agreement, directive, requirement of, or other governmental restriction or any similar binding form of decision of or determination by, or any binding interpretation or administration of any of the foregoing by, any Government Authority, including all common law, whether now or hereafter in effect.

“Guarantee” shall mean a guarantee, an endorsement, aval, a contingent agreement to purchase or to furnish funds for the payment or maintenance of, or otherwise to be or become contingently liable under or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or a guarantee of the payment of dividends or other distributions upon the stock or Equity Interests of any Person, or an agreement to purchase, sell or lease (as lessee or lessor) Property of any Person, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of his, her or its obligations or an agreement to assure a creditor against loss, and including causing a bank or other financial institution to issue a letter of credit or other similar instrument for the benefit of another Person, but excluding (a) endorsements for collection or deposit in the ordinary course of business and (b) indemnity or hold harmless provisions included in contracts with non-Affiliates entered into in the ordinary course of business. The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.

“Hazardous Material” shall mean: (a) any petroleum or petroleum products or fractions thereof, oils or fuels, flammable materials, explosives, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls (PCBs) and, to the extent regulated by Environmental and Social Laws, noise, odors, and vibrations (b) any chemicals, other materials, substances or wastes which are now or hereafter become defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous wastes”, “restricted hazardous wastes”, “toxic substances”, “toxic pollutants”, “contaminants”, “pollutants” or words of similar import and meaning under any Environmental and Social Law and (c) any other chemical, material, substance or waste which is now or hereafter regulated under or with respect to which liability or standards of conduct are imposed under any Environmental and Social Law.

“IFC Performance Standards” shall mean the (a) International Finance Corporation’s Performance Standards on Environmental and Social Sustainability (January 1, 2012), including the Guidelines referenced therein, known as the World Bank Group Environmental, Health, and Safety Guidelines, in particular: (i) the World Bank Group Environmental, Health, and Safety General Guidelines (▇▇▇▇▇ ▇▇, ▇▇▇▇), (▇▇) the World Bank Group Environmental, Health and Safety Industry Sector Guidelines for Electric Power Transmission and Distribution (April 30, 2007) and (iii) the World Bank Group Environmental, Health, and Safety Guidelines for Construction Materials Extraction (April 30, 2007) and (b) the International Finance Corporation’s Guidance Notes on the Performance Standards for Environmental and Social Sustainability (January 1, 2012).

“IFRS” shall mean International Financial Reporting Standards (IFRS) promulgated by the International Accounting Standards Board (IASB), together with its pronouncements thereon from time to time, and applied on a consistent basis.

“Illicit Origin” shall mean any origin which is illicit or fraudulent including, without limitation, drug trafficking, corruption, bribery, organized criminal activities, terrorism, money laundering or fraud.

“ILO” means the International Labour Organisation, the tripartite United Nations agency that brings together governments, employers and workers of its member states in common action to promote decent work throughout the world.

“Impairment” shall mean, with respect to any Material Project Document or Government Approval, (a) the rescission, early termination, cancellation, repeal or invalidity thereof, (b) the suspension or injunction thereof, (c) the inability to satisfy in a timely manner stated conditions to effectiveness thereof or (d) the amendment, modification or supplement (other than, in the case of a Material Project Document, any such amendment, modification or supplement effected in accordance with Section 8.20 and, in the case of a Government Approval, any such amendment, modification or supplement effected in accordance with Section 8.03(b)) of such Material Project Document or Government Approval in whole or in part. The verb “Impair” or “Impaired” shall have a correlative meaning.

“Indebtedness” shall mean, for any Person, without duplication: (a) indebtedness created, issued or incurred by such Person for borrowed money (whether by loan or the issuance and sale of debt securities or the sale of Property of such Person to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property of such Person from such Person), (b) obligations of such Person to pay the deferred purchase or acquisition price of Property of such Person or services, (c) obligations of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for account of such Person, (d) obligations of such Person in respect of surety bonds or similar instruments, (e) indebtedness of others described in clauses (a) through (d) above secured by a Lien on the Property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person, (f) Capital Lease Obligations of such Person, (g) net obligations under agreements providing for swaps, ceiling rates, ceiling and floor rates, contingent participation or other hedging mechanisms with respect to interest rates or currency exchange rates and (h) indebtedness of others described in clauses (a) through (g) above Guaranteed by such Person.

“Indemnified Taxes” shall mean Taxes other than Excluded Taxes and Other Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 11.03.

“Independent Advisors” shall mean, collectively, the Independent Engineer, the Independent Environmental and Social Consultant, the Independent Insurance Consultant, the Independent Market Consultant and the Model Auditor.

“Independent Engineer” shall mean Hatch Asociados S.A. or such other Person, so long as no Default has occurred and is continuing, reasonably acceptable to the Borrower, as the Administrative Agent may engage on behalf of the Senior Lenders to act as Independent Engineer for the purposes of this Agreement.

“Independent Engineer’s Project Completion Certificate” shall mean a certificate and related attachments and certifications, substantially in the form of Exhibit C-2 hereto, executed by an Authorized Officer of the Independent Engineer and otherwise duly completed in respect of Project Completion.

“Independent Environmental and Social Consultant” shall mean ▇▇▇▇▇ Perú S.A. or such other Person(s), so long as no Default has occurred and is continuing, reasonably acceptable to the Borrower, as the Administrative Agent may engage on behalf of the Senior Lenders to act as Independent Environmental and Social Consultant for the purposes of this Agreement, including for preparing the Environmental and Social Consultant’s Reports and as contemplated in the Action Plan.

“Independent Insurance Consultant” shall mean ▇▇▇▇▇ Ltd., or such other Person, so long as no Default has occurred and is continuing, reasonably acceptable to the Borrower, as the Administrative Agent may engage on behalf of the Senior Lenders to act as Independent Insurance Consultant for the purposes of this Agreement.

“Independent Market Consultant” shall mean Mercados Energéticos Consultores, or such other Person, so long as no Default has occurred and is continuing, reasonably acceptable to the Borrower, as the Administrative Agent may engage on behalf of the Senior Lenders to act as Independent Market Consultant for the purposes of this Agreement.

“Initial Amortizing Senior Loan Tranche Principal Payment Date” shall mean the Quarterly Date immediately succeeding the Actual Project Acceptance Date; provided that such date may not occur after November 17, 2016; provided that if such date is not a Business Day, it shall be the next succeeding Business Day.

“Initial Disbursement Date” shall mean the first Disbursement Date hereunder when the Administrative Agent shall have notified the Borrower that all of the conditions set forth in Section 6.02 shall have been satisfied (or waived by each Senior Lender).

“Initial Partial Taking-Over Date” shall mean the date that the Partial Taking Over Date has occurred under the EPC Contract for the first Generator Set that can be placed into operation for dispatch by COES.

“Inkia Pledgor” shall mean Inkia Holdings (Kallpa) Limited, a company formed under the laws of Bermuda.

“Intellectual Property” shall have the meaning assigned to such term in Section 7.15(g).

“Interconnection Agreement” shall mean the agreement to be entered into on or before October 25, 2014, by and between the Borrower and ElectroPeru, or such other acceptable counterparty as approved by the Administrative Agent (acting at the direction of the Supermajority Lenders).

“Interest Expense” shall mean, for any period, the sum, computed without duplication, of the following: (a) all interest in respect of the Loans accrued or capitalized during such period (whether or not actually paid during such period) plus (b) the net amounts payable (or minus the net amounts receivable) under Interest Rate Protection Agreements accrued during such period (whether or not actually paid or received during such period).

“Interest Payment Date” shall mean the last day of each Interest Period.

“Interest Period” shall mean each period commencing on the date a Senior Loan is made and ending on the next Quarterly Date thereafter (or such other period as the Borrower and the Administrative Agent may agree from time to time), and thereafter each period commencing on the last day of the preceding Interest Period and ending on the next Quarterly Date thereafter; provided that, on the Initial Amortizing Senior Loan Tranche Principal Payment Date, each Interest Period in effect at such time shall end on the Initial Amortizing Senior Loan Tranche Principal Payment Date and, thereafter, each Interest Period shall commence on a Principal Payment Date and end on the next succeeding Principal Payment Date, provided, however, that (i) any Interest Period that would otherwise end on a date that is not a Business Day shall end on the next succeeding Business Day unless such succeeding Business Day would fall in the next month, in which case such Interest Period shall end on the immediately preceding Business Day, (ii) any Interest Period that would otherwise end after the Final Maturity Date shall end on the Final Maturity Date, (iii) any Interest Period that would otherwise end after the Tranche D Final Maturity Date shall end on the Tranche D Final Maturity Date, (iv) during any period while an Event of Default has occurred and is continuing, the term “Interest Period” shall include any period equal to or less than six (6) months selected by the Administrative Agent from time to time, and (v) each Interest Period shall have a duration of at least five (5) Business Days.

“Interest Rate Protection Agreement” shall mean, for any Person, any interest rate swap, cap or collar agreement or similar arrangement between such Person and one or more financial institutions providing for the transfer or mitigation of interest rate risks either generally or under specific contingencies in form and substance acceptable to the Administrative Agent.

“Interest Rate Swap Coordinators” shall mean one or more Permitted Swap Providers chosen by the Borrower.

“International Rules” shall mean (a) the UNFCCC, Kyoto Protocol and the Marrakesh Accords, (b) any successor international agreements and (c) any decisions, guidelines, modalities or procedures binding on the Borrower or on any applicable Government Authority made pursuant to the UNFCCC, Kyoto Protocol, the Marrakesh Accords or any successor agreements (including decisions of the executive board) and of successor international agreements and which include those rules specifically required to be met for the issuance, provision, trade, sale or use of CERs.

“Investment” shall mean, for any Person: (a) the acquisition (whether for cash, Property of such Person, services or securities or otherwise) of capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person or any agreement to make any such acquisition (including any “short sale” or any other sale of any securities at a time when such securities are not owned by the Person entering into such sale), (b) the making of any deposit with, or advance, loan or other extension of credit to, any other

Person (including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or extension of credit having a term not exceeding 90 days representing the purchase price of inventory or supplies sold in the ordinary course of business) and (c) the entering into of any Guarantee of, or other contingent obligation with respect to, Indebtedness or other liability of any other Person.

“Investment Agreement” shall mean the Investment Agreement (Contrato de Inversión) dated as of March 8, 2011, by and among the Borrower, PROINVERSIÓN and MINEM.

“Investment Agreement Termination Date” is the date falling 180 days after the date that the milestone “Fecha de Inicio” is required to be achieved pursuant to the terms of the Investment Agreement.

“Israel Corporation” means Israel Corporation Ltd., a company organized and existing under the laws of Israel.

“Israel Corporation Equity Retention Agreement” shall mean that certain equity retention agreement, dated as of the Closing Date, among the Borrower, Israel Corporation and the Administrative Agent, substantially in the form of Exhibit F-2.

“Israel Corporation Guarantee” shall mean that certain limited corporate guarantee, in form and substance satisfactory to the Senior Lenders, to be entered into no later than the Initial Disbursement Date pursuant to the terms and conditions of the Equity Contribution and Retention Agreement, between Israel Corporation and the Administrative Agent.

“Joint Mandated Arrangers” shall mean each of BBVA Banco Continental, Banco de Crédito del Perú, DEG, FMO, HSBC Bank (USA), National Association, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia, Banco Internacional del Perú and Intesa Sanpaolo S.p.A., New York Branch.

“Judgment Currency” has the meaning assigned to such term in Section 11.19(a).

“Judgment Currency Conversion Date” has the meaning assigned to such term in Section 11.19(a).

“Kallpa O&M Agreement” shall mean an operation and maintenance agreement, that may be executed by the Borrower and the Kallpa Operator pursuant to the terms of this Agreement, containing arm’s-length terms and conditions that are satisfactory to the Independent Engineer and the Supermajority Lenders and consistent with the O&M Framework delivered pursuant to Section 6.01(b)(iii) and containing the performance benchmarks set forth on Schedule 1.01(B).

“Kallpa Operator” shall mean Kallpa Generación S.A., a sociedad anónima, organized under the laws of Peru, in its capacity as operator under a Kallpa O&M Agreement.

“Kyoto Protocol” shall mean the protocol to the UNFCCC adopted at the Third Conference of the Parties to the UNFCCC in Kyoto, Japan on 11 December 1997, together with any successor thereto having similar purposes as those sought by it, i.e. GHG Reduction.

“Land Sale and Purchase Agreements” shall mean all duly executed public deeds (escrituras públicas) of land sale and purchase agreements in respect of the real property required for the Project Development.

“Legal Stability Agreement” shall mean the Legal Stability Agreement (Convenio de Estabilidad Jurídica) dated as of January 20, 2012 by and among, PROINVERSION, MINEM and the Borrower.

“Lender Insolvency Event” shall mean that (a) a Senior Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (b) such Senior Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Senior Lender or its Parent Company, or such Senior Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment.

“Lenders” shall mean, collectively, the Senior Lenders and the Tranche C Lenders.

“LIBO Rate” shall mean, with respect to any Loan for any Interest Period, the rate appearing on Reuters Page LIBOR01 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to Dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, on the day that is two Business Days prior to the commencement of such Interest Period, as the rate for the offering of Dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the LIBO Rate for such Interest Period shall be the rate at which Dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period. Where this Agreement requires an irregular Interest Period, the Administrative Agent shall set the applicable LIBO Rate through interpolating available LIBO Rates for periods having terms ending immediately prior to and immediately following such Interest Period.

“Lien” shall mean, with respect to any Property of any Person, any mortgage, lien, pledge, charge, lease, easement, servitude, security interest, fiduciary or conditional assignment, sale or transfer or encumbrance of any kind in respect of such Property of such Person. For purposes of this Agreement and the other Financing Documents, a Person shall be deemed to own subject to a Lien any Property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement (other than an operating lease) relating to such Property.

“Loans” means, collectively, the Senior Loans and Tranche C Loans.

“Loss Proceeds” shall mean insurance proceeds, condemnation awards or other compensation, awards, damages and other payments or relief (exclusive, in each case, of the proceeds of liability insurance and any payments for interruption of operations) with respect to any Event of Loss.

“Loss Proceeds Account” shall mean the loss proceeds account to be established pursuant to the Collateral Agency and Depositary Agreement.

“▇▇▇ del Sur” shall mean, collectively, ▇▇▇ del Sur S.A.A., Edelnor and Edecañete S.A.

“▇▇▇ del Sur PPA” shall mean, collectively, (i) the Power Purchase Agreement, dated December 22, 2011, between ▇▇▇ del Sur S.A.A. and the Borrower, (ii) the Power Purchase Agreement, dated December 15, 2011, between Edelnor S.A.A. and the Borrower and (iii) the Power Purchase Agreement, dated December 22, 2011 between Edecañete S.A. and the Borrower.

“Majority Lenders” shall mean, subject to the last paragraph of Section 11.04, Senior Lenders holding over 50% of the aggregate outstanding Senior Loans and Senior Loan Commitments (if any).

“Majority Tranche D Lenders” shall mean, subject to the last paragraph of Section 11.04, Tranche D Lenders holding over 50% of the aggregate outstanding Tranche D Loans and Tranche D Loan Commitments (if any).

“Margin Stock” shall mean margin stock within the meaning of Regulation U and Regulation X.

“Marrakesh Accords” shall mean Decision 2/CP.7 through to Decision 24/CP.7 inclusive of the Conference of the Parties in its seventh session, held at Marrakesh, Morocco from 29 October to 10 November 2001.

“Material Adverse Effect” shall mean a material adverse effect on one or more of the following: (a) the business, assets, operations or condition (financial or otherwise) of the Project, any Credit Party or Israel Corporation, (b) the ability of any Credit Party, Israel Corporation or Material Project Party to perform its material obligations under any Transaction Document to which it is a party in accordance with the terms thereof, (c) the validity or enforceability of the obligations of any Credit Party, Israel Corporation or Material Project Party or the rights of the Administrative Agent or Lenders under this Agreement or under any other Transaction Document or (d) the validity, enforceability or priority of the security interests granted to the Collateral Agent pursuant to the Security Documents; provided that any reference to the Project Sponsor or Israel Corporation in this definition of “Material Adverse Effect” shall only apply prior to the Project Completion Date.

“Material Project Documents” shall mean: (a) the EPC Contract, (b) the Concession Agreements, (c) the ElectroPeru PPA, (d) the Investment Agreement, (e) the ▇▇▇ del Sur PPA, (f) any Acceptable COD O&M Arrangement, (g) the Legal Stability Agreement, (h) the MINEM Guarantee Agreement, (i) the Interconnection Agreement, (j) the Land Sale and Purchase Agreements and all other material real estate related agreements or instruments, (k) all Government Approvals related to the Project, (l) each Project Document in full force and effect as of the Closing Date that is not a Non-Material Project Document, (m) each Additional Project Document (that is not a Non-Material Project Document), (n) each Guarantee, letter of credit, performance bond, refundment guarantee or credit support instrument provided in connection with any of the foregoing and (o) any replacement of any of the foregoing agreements or instruments as permitted by this Agreement.

“Material Project Parties” shall mean (a) each Person party to a Material Project Document and (b) each party to a credit support instrument provided in connection with any Material Project Document, in each case other than the Borrower; provided that the EPC Contractor shall cease being a Material Project Party upon the expiration of the warranty period provided for in the EPC Contract and the delivery of the Final Acceptance Certificate (as defined in the EPC Contract).

“Maximum Contingent Equity Contribution” shall have the meaning assigned to such term in the Equity Contribution and Retention Agreement.

“Maximum Rate” shall have the meaning assigned to such term in Section 11.11.

“Mechanics’ Liens” shall mean carriers’, warehousemen’s, mechanics’, workmen’s, materialmen’s, construction or other like statutory Liens (other than Liens described in paragraphs (a) and (b) of Section 8.13).

“MINAM” shall meant the Ministry of the Environment of Peru.

“MINEM” shall mean the Ministry of Energy and Mines of Peru.

“MINEM Guarantee Agreement” shall mean the Guarantee Agreement (Contrato de Garantía) dated July 1, 2011 between the Borrower and MINEM (in relation to the Investment Agreement).

“Model Auditor” shall mean Medina, Zaldívar, ▇▇▇▇▇▇▇ & Asociados S. Civil de ▇.▇., an affiliate of Ernst & Young LLP, or such other Person, so long as no Default has occurred and is continuing, reasonably acceptable to the Borrower, as the Administrative Agent may engage on behalf of the Senior Lenders to act as Model Auditor for the purposes of this Agreement.

“Moody’s” shall mean ▇▇▇▇▇’▇ Investors Service, Inc.

“Municipal Building Permit” shall mean a Government Approval issued pursuant to Ley 29090 (Ley de regulación de habilitaciones urbanas y de edificaciones).

“Municipal Transmission Permit” shall mean a Government Approval issued pursuant to Ley 27972 (Ley Organica de Municipalidades).

“Negative Credit Event” shall mean, with respect to an Acceptable LC Provider that has issued an Acceptable Letter of Credit, a downgrade in (including the withdrawal of) the Acceptable LC Provider’s long-term unsecured senior debt rating by S&P or Moody’s such that the Acceptable LC Provider no longer meets the credit criteria set forth in the definition of “Acceptable LC Provider”.

“Net Available Amount” shall mean (a) in the case of any Disposition, the amount of Net Cash Payments received in connection with such Disposition and (b) in the case of any Event of Loss, the aggregate amount of Loss Proceeds received by the Borrower in respect of an Event of Loss net of (i) reasonable expenses incurred by the Borrower in connection with the collection of such Loss Proceeds and (ii) and net of any repayments by the Borrower of Indebtedness permitted pursuant to Section 8.16(a)(iii), including any prepayment premium thereon, to the extent that such Indebtedness is secured by a Lien on the property that is the subject of such Event of Loss.

“Net Cash Payments” shall mean, with respect to any Disposition, the aggregate amount of all cash payments, and the fair market value of any non-cash consideration, received by the Borrower directly or indirectly in connection with such Disposition; provided that (a) Net Cash Payments shall be net of (i) the amount of any legal, title and recording tax expenses, commissions and other fees and expenses paid by the Borrower in connection with such Disposition and (ii) any Taxes estimated to be payable to a Taxing Authority by the Borrower as a result of such Disposition (but only to the extent that such estimated Taxes are in fact paid to the relevant Government Authority within one year of the date of such Disposition); provided that any portion of the Taxes contemplated in this clause (a)(ii) that are not paid within 30 days of receipt of the proceeds of such Disposition will become Net Cash Payments at the earlier of (x) the time at which it is determined that such Taxes are not payable and (y) the end of such period, (b) Net Cash Payments shall be net of any repayments by the Borrower of Indebtedness permitted pursuant to Section 8.16(a)(iii), including any prepayment premium thereon, to the extent that (i) such Indebtedness is secured by a Lien on the property that is the subject of such Disposition and (ii) the transferee of (or holder of a Lien on) such property requires that such Indebtedness be repaid as a condition to the purchase of such property and (c) any reserve for adjustment in respect of (i) the sale price of property Disposed of established in accordance with the Borrower’s Accounting Principles and (ii) any liabilities associated with such property and retained by the Borrower after the Disposition thereof, including liabilities related to environmental matters or indemnification obligations associated with such transaction; provided that any portion of the reserves or liabilities contemplated by this clause (c) that are later reversed or canceled will become Net Cash Payments at the time of such reversal or cancellation.

“Non-Defaulting Lender” means, at any time, a Senior Lender that is not a Defaulting Lender or a Potential Defaulting Lender.

“Non-Material Project Documents” shall mean (a) contracts or agreements entered into by the Borrower, or by an agent on behalf of the Borrower, in the ordinary course of its business in connection with the Project (excluding any contracts or agreements for the transfer, use by any Person or sale of Credits) under which the Borrower could not reasonably be expected to have aggregate obligations or liabilities in excess of $4,000,000 per calendar year or $10,000,000 in the aggregate under any such agreement (or series of agreements with the same counterparty), (b) the VAT Investment Contract or (c) contracts or agreements that are used in connection with the acquisition and/or disposition of Permitted Investments.

“Note Completion Agreement” shall have the meaning assigned to such term in Section 2.07(a).

“Notes” shall have the meaning assigned to such term in Section 2.07(a).

“Notice of Borrowing” shall have the meaning assigned to such term in Section 4.05.

“Notice of Cessation” shall have the meaning assigned to such term in Section 5.01.

“Nuevo Soles” means the lawful money of Peru.

“O&M Framework” shall mean documentation satisfactory to each Lender (in consultation with the Independent Engineer), with respect to the terms and conditions to be included in any Acceptable COD O&M Arrangement entered into in accordance with the terms of this Agreement, and addressing, at a minimum, the following matters: (a) the operating protocol and scope of work, (b) fee structure (including the bonus/penalty structure and cost reimbursements), (c) compliance with the E&S Management System and the Action Plan, (d) termination provisions, (e) insurance to be held by the Operator, (f) warranties and (g) indemnification provisions.

“Obligation Currency” has the meaning assigned to such term in Section 11.19(a).

“OECD Country” shall mean, at any time, any nation that is a member of the Organization of Economic Cooperation and Development at such time.

“OFAC List” shall mean the “Specially Designated Nationals and Blocked Persons List (and any successor to this list), as published by the United States Department of the Treasury Office of Foreign Asset Control from time to time, and available on the Internet at the following website: ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇/▇▇▇/▇▇▇▇▇▇.▇▇▇ or any official successor website.

“Offshore Assignment of Reinsurance Proceeds” shall mean that certain deed of assignment, substantially in the form of Exhibit M, to be entered into among the Borrower, the Trustee and insurance companies providing the insurance set forth on Schedule 8.05 with respect to assignment of proceeds of reinsurance.

“Offshore Collateral Accounts” shall mean the offshore collateral accounts established in New York, New York pursuant to the terms of the Collateral Agency and Depositary Agreement.

“Offshore Collateral Agency Fee” shall have the meaning assigned to such term in Section 2.04(c)(i).

“Offshore Collateral Agency Fee Letter” shall mean the letter agreement, dated as of the Closing Date, among the Borrower, the Offshore Collateral Agent and the Depositary with respect to certain fees payable by the Borrower for the account of such Agents.

“Offshore Collateral Agent” shall have the meaning assigned to such term in the preamble.

“Onshore Collateral Accounts” shall mean the onshore collateral accounts established pursuant to the terms of the Collateral Agency and Depositary Agreement and the Trust Agreement.

“Onshore Collateral Agency Fee” shall have the meaning assigned to such term in Section 2.04(c)(ii).

“Onshore Collateral Agency Fee Letter” shall mean the letter agreement, dated as of the Closing Date, between the Borrower and the Onshore Collateral Agent with respect to certain fees payable by the Borrower for the account of the Onshore Collateral Agent.

“Onshore Collateral Agent” shall have the meaning assigned to such term in the preamble.

“Onshore Distribution Accounts” shall mean the onshore distribution accounts to be established pursuant to the Collateral Agency and Depositary Agreement and the Trust Agreement.

“Onshore Revenue Accounts” shall mean the onshore revenue accounts to be established pursuant to the Collateral Agency and Depositary Agreement and the Trust Agreement.

“Operating and Capital Budget” shall mean, a budget, prepared and certified by the Borrower, and approved in accordance with Section 8.21, of Operation and Maintenance Expenses, Spot Market Expenses and Permitted Capital Expenditures expected to be incurred by the Borrower, together with projected Project Revenues and Spot Revenues to be received by the Borrower, during the relevant Fiscal Year to which such budget applies.

“Operation and Maintenance Expenses” shall mean, for any period with respect to the Project, the sum, computed without duplication, of the following: (a) general and administrative expenses plus (b) payroll and other expenses for operating the Project and maintaining it in good repair and operating condition payable during such period plus (c) insurance costs payable during such period plus (d) applicable Taxes payable by the Borrower during such period plus (e) costs and fees attendant to the obtaining and maintaining in effect the Government Approvals payable during such period plus (f) legal, accounting and other professional fees attendant to any of the foregoing items payable during such period plus (g) any fees and expenses of the Secured Parties during such period not included in Debt Service plus (h) the reasonable costs of administration and enforcement of the Transaction Documents

plus (i) all other costs and expenses included in the applicable Operating and Capital Budget. “Operation and Maintenance Expenses” shall exclude: (i) payments into any of the Project Accounts during such period, (ii) payments of any kind with respect to Restricted Payments during such period, (iii) depreciation for such period, (iv) any Permitted Capital Expenditures made during such period that are properly chargeable to fixed capital accounts for such period in accordance with the Borrower’s Accounting Principles and which exceed the Permitted Capital Expenditures for such period and (v) any payments of any kind with respect to any permitted Restoration during such period.

“Operator” shall mean, at any date, the Kallpa Operator, the Borrower, in its capacity as Operator under the Borrower O&M Plan or any other third-party operator party to any Acceptable Non-Affiliate O&M Arrangement.

“OSINERGMIN” means the Electricity Regulator, called National Office of Supervision of Investment in Energy and Mining, regulated by Law 26734 and 27332, as heretofore and hereafter amended (Organismo Supervisor de la Inversión en Energía y Minería).

“Other Taxes” shall mean any and all present or future stamp, execution, recording or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Financing Document or from the execution, delivery, recording or enforcement of, payments under, or otherwise with respect to, any Financing Document.

“P50 Production” means the production volume based on the P50 one (1) year confidence levels where P50 represents a 50% probability that the energy generation will be equal to or greater than this value as represented from the historical hydrological record used by the Independent Engineer.

“P95 Production” means the production volume based on the P95 one (1) year confidence levels where P95 represents a 95% probability that the energy generation will be equal to or greater than this value as represented from the historical hydrological record used by the Independent Engineer.

“Parent Company” means, with respect to a Senior Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Senior Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Senior Lender.

“Partial Taking-Over Certificate” shall have the meaning assigned to such term in the EPC Contract.

“Partial Taking-Over Date” shall have the meaning assigned to such term in the EPC Contract.

“Participant” shall have the meaning assigned to such term in Section 11.06(c).

“Payor” shall have the meaning assigned to such term in Section 4.06.

“Performance LD Account” shall mean the performance liquidated damages account to be established pursuant to the Collateral Agency and Depositary Agreement.

“Performance Standards” shall mean, collectively, (a) the IFC Performance Standards and (b) the World Commission on Dams, Dams and Development: A New Framework for Decision-Making, dated November 2000; copies of which have been delivered to and receipt of which has been acknowledged by the Borrower, the Operator and the Project Sponsor.

“Performance Test Report” shall have the meaning assigned to such term in Section 8.26(b).

“Performance Tests” shall mean the testing procedures, requirements, conditions and obligations required under the EPC Contract.

“Permitted Capital Expenditures” shall mean Capital Expenditures that are specified for such purpose in the Operating and Capital Budget.

“Permitted Indebtedness” shall mean the Indebtedness permitted under Section 8.16.

“Permitted Investments” shall mean the Investments permitted under Section 8.14.

“Permitted Liens” shall mean the Liens permitted under Section 8.13.

“Permitted Swap Agreement” shall mean any (a) Interest Rate Protection Agreement between the Borrower and any Permitted Swap Provider or (b) Currency Rate Protection Agreement between the Borrower and any Permitted Swap Provider, each in form and substance reasonably acceptable to the Administrative Agent on behalf of the Senior Lenders; provided, however, the obligations under any Permitted Swap Agreement shall rank pari passu with the other Secured Obligations under this Agreement.

“Permitted Swap Provider” shall mean any Person that is a Senior Lender or an Affiliate of a Senior Lender at the time of entering into a Permitted Swap Agreement.

“Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization or Government Authority.

“Peru” shall mean the Republic of Perú.

“Peruvian General Bankruptcy Act” shall mean the Peruvian General Bankruptcy Act (Ley General del Sistema Concursal), duly approved by Law 27809, as heretofore and hereafter amended or replaced.

“Peruvian Income Tax Act” shall mean the Peruvian Income Tax Act (Ley del Impuesto a la Renta), duly approved by Supreme Decree No. 179-2004-EF, as heretofore and hereafter amended or replaced.

“Peruvian Pledge Act” shall mean the Peruvian Pledge Act (Ley de la Garantía Mobiliaria), duly approved by Law 28677, as heretofore and hereafter amended or replaced. “Peruvian Public Registry” shall mean the Peruvian Public Registry, regulated by Law 26366, as heretofore and hereafter amended.

“Peruvian Value Added Tax Act” shall mean the Peruvian Value Added Tax Act (Ley del Impuesto General a las Ventas), duly approved by Supreme Decree No. 055-99-EF, as heretofore and hereafter amended or replaced.

“Pledgors” shall mean as of the Closing Date, collectively, the Inkia Pledgor and the Quimpac Pledgor, at any time thereafter, any new members/shareholders of the Borrower pursuant to the terms of the Financing Documents.

“Post-Default Rate” shall mean 2.00% above the interest rate for such Loan as provided in Section 3.02.

“Potential Defaulting Lender” means, at any time, (a) any Senior Lender with respect to which an event of the kind referred to in the definition of “Lender Insolvency Event” has occurred and is continuing in respect of any Affiliate of such Senior Lender, (b) any Senior Lender that has notified, or whose Parent Company or an Affiliate thereof has notified, the Administrative Agent or the Borrower in writing, or has stated publicly, that it does not intend to comply with its Funding Obligations under any other loan agreement or credit agreement or other similar financing agreement or (c) any Senior Lender that has, or whose Parent Company has, a non-investment grade rating from Moody’s or S&P or another nationally recognized rating agency. Any determination by the Administrative Agent that a Senior Lender is a Potential Defaulting Lender under any of clauses (a) through (c) above will be conclusive and binding absent manifest error, and such Senior Lender will be deemed a Potential Defaulting Lender (subject to Section 4.08(d)) upon notification of such determination by the Administrative Agent to the Borrower and the Lenders.

“Powers of Attorney” shall mean, collectively, the irrevocable powers of attorney to be granted or required to be granted in favor of the Onshore Collateral Agent pursuant to each Security Document granted under Peruvian law, in form and substance reasonably acceptable to the Majority Lenders.

“PPA” shall mean, collectively, the ElectroPeru PPA, the ▇▇▇ del Sur PPA and any additional contractual power sales arrangement that is acceptable to the Supermajority Lenders taking into consideration the material terms and conditions therein, including, (a) the tenor, (b) counterparty, (b) price (including capacity and energy payments), (c) termination provisions, (d) performance security and (e) collateral assignment rights.

“Prepayment Account” shall mean the prepayment account to be established pursuant to the Collateral Agency and Depositary Agreement.

“Prime Rate” shall mean the rate of interest from time to time publicly announced by the Wall Street Journal as its prime rate for US Dollar loans in the United States; each change in the Prime Rate shall be effective from and including the date such change is publicly announced.

“Principal Payment Dates” shall mean, (a) with respect to Tranche A Loans, the Tranche A Principal Payment Dates, (b) with respect to Tranche B Loans, the Final Maturity Date, (c) with respect to Tranche C Loans, the date that is one year after the Tranche D Final Maturity Date and (d) with respect to Tranche D Loans, the Tranche D Principal Payment Dates.

“Process Agent” shall have the meaning assigned to such term in Section 11.08.

“Process Agent Acceptance” means a letter from the Process Agent to the Administrative Agent, in substantially the form of Exhibit J or any other form approved by the Administrative Agent.

“Production Unit Mortgage Agreement” shall mean the Production Unit Mortgage Agreement (Contrato de Hipoteca sobre Unidad de Producción), to be entered into prior to the Initial Disbursement Date, between the Borrower and the Onshore Collateral Agent, executed before a Notary Public and to be registered in the Peruvian Public Registry on or prior to the Initial Disbursement Date.

“Prohibited Activities” shall mean those activities listed on Appendix D.

“PROINVERSION” shall mean the Agencia de Promoción de la Inversión Privada—Perú.

“Project” shall have the meaning assigned to that term in the recitals.

“Project Accounts” shall mean the Onshore Collateral Accounts and the Offshore Collateral Accounts.

“Project Completion” shall mean the following conditions have been satisfied, in each case in form and substance satisfactory to the Administrative Agent (acting at the direction of the Supermajority Lenders), which approval shall not be unreasonably withheld or delayed:

(a) the Actual Project Acceptance Date shall have occurred under the EPC Contract and the Borrower shall have delivered the Final Acceptance Certificate to the EPC Contractor;

(b) (i) the Borrower shall have delivered to the Administrative Agent, the Collateral Agent and the Independent Engineer the Project Completion Certificate in respect of the Project and (ii) the Independent Engineer shall have delivered to the Administrative Agent the Independent Engineer’s Project Completion Certificate in respect of the Project;

(c) (i) no default or event of default related to non compliance with technical requirements or construction deadlines set forth in the Definitive Generation Concession Agreement, the Investment Agreement, the PPAs, the Interconnection Agreement or the Transmission Concession Agreement that permits a counterparty to terminate such agreement in accordance with the terms of such agreement and (ii) to the Borrower’s Knowledge, there is no actual or pending threat to rescind, revoke or terminate the Definitive Generation Concession Agreement, the Investment Agreement, the PPAs, the Interconnection Agreement or the Transmission Concession Agreement;

(d) all costs and expenses necessary for the completion of construction in accordance with the Project Construction Budget and Schedule shall have been paid, including any payments of performance and delay-related damages under the EPC Contract, except those amounts being Contested as of such date and other amounts not in excess of $5,000,000;

(e) certificates of insurance with respect to the insurance policies required by Section 8.05 in respect of the Project, together with evidence of the payment of all premiums therefor which are then due and payable, shall have been delivered;

(f) all Government Approvals then required for the Project Development, and listed on Schedule 7.05(c) and (d) (as updated from time to time as mutually agreed in writing between the Borrower and the Administrative Agent), shall have been validly issued, duly obtained and are in full force and effect, and held in the name of the Borrower or the Operator (as applicable) and are free from conditions or requirements for compliance which the Borrower or the Operator (as applicable) has not satisfied;

(g) the Borrower has not received any written notice from (or on behalf of) the Government Authority having jurisdiction that any Government Approval or Government Rule, in each case applicable to the Borrower and the Project, is subject to appeal, modification or revocation that could reasonably be expected to have a Material Adverse Effect;

(h) there shall not exist any Default or Event of Default hereunder;

(i) the Debt Service Reserve Account shall have on deposit, or there shall be one or more Acceptable Letters of Credit delivered to the Offshore Collateral Agent in (or a combination thereof), an amount equal to Required Debt Service Reserve Amount;

(j) (x) the Independent Environmental and Social Consultant shall have confirmed in writing that the Borrower and the Operator are in compliance with the Environmental and Social Standards and the Action Plan and have achieved each of the requirements set forth in the Action Plan that are required to be completed as a condition precedent to Project Completion and (y) the Project has been constructed in a manner consistent with and in compliance with the Environmental and Social Standards; and

(k) the Borrower shall have delivered an Acceptable COD O&M Arrangement and the Operator thereunder shall have mobilized on site with trained, experienced and competent personnel in accordance with such Acceptable COD O&M Arrangement.

“Project Completion Certificate” shall mean the Project Completion Certificate and related attachments and certifications, substantially in the form of Exhibit C-1, executed by an Authorized Officer of the Borrower and otherwise duly completed in respect of Project Completion.

“Project Completion Date” shall mean the date on which the Project Completion occurs.

“Project Construction Budget and Schedule” shall mean (a) a budget setting forth, on a monthly basis, the timing and amount of all projected payments of Project Costs to construct the Project from the Closing Date through the Required Project Completion Date and (b) a schedule (which shall be consistent with the budget in clause (a)) setting forth the proposed design, engineering, procurement, construction and testing milestone schedule for the Project Development through the Required Project Completion Date, as certified by the Borrower, consistent with the requirements of the Transaction Documents and the Base Case Forecast or the Updated Base Case Forecast, as applicable, reviewed and approved by, and in form and substance satisfactory to, the Independent Engineer.

“Project Costs” shall mean all costs incurred by the Borrower to achieve Project Completion in the manner contemplated by (and consistent with) the Transaction Documents and in each case (a) as described in the Base Case Forecast or the Updated Base Case Forecast, as applicable, and (b) set forth in the budget described in clause (a) of the definition of “Project Construction Budget and Schedule”, or otherwise approved by the Majority Lenders, in consultation with the Independent Engineer, which costs include, without duplication:

(i) costs incurred by the Borrower under the EPC Contract, and other costs directly related to the design, engineering, procurement, construction, installation, start-up, and testing of the Project;

(ii) costs, fees and expenses incurred by or on behalf of the Borrower in respect of the Project Development, including financial, accounting, legal, surveying and consulting fees, the costs of preliminary engineering, payments made in respect of the purchase of real property and easements rights and payments (including donations) required to be made to the municipalities, regional government, communities, indigenous peoples or ethnic groups located near the Project;

(iii) Interest Expense, fees and expenses under the Financing Documents incurred until the Actual Project Acceptance Date (including such Interest Expense incurred pursuant to the VAT early recovery regime (régimen de recuperación anticipada de IGV);

(iv) the net amounts payable (or minus the net amounts receivable) under Currency Rate Protection Agreements actually paid during such period;

(v) Taxes (including (x) any VAT that was paid by, or on behalf, the Borrower prior to the date of the VAT Investment Contract and (y) any amounts that the Borrower shall not be entitled to recover pursuant to the VAT early recovery regime (régimen de recuperación anticipada de IGV) minus (z) VAT reimbursed to the Project pursuant to Section 3.08(b) of the Collateral Agency and Depositary Agreement);

(vi) insurance required for the Project Development set forth in Section 8.05;

(vii) costs incurred for commissioning, conducting the Performance Tests for, and operation of, the Project prior to the Actual Project Acceptance Date;

(viii) Final Costs; and

(ix) Eligible Costs.

“Project Development” shall mean the development and construction of the Project, the scope and cost of which shall be set forth in the Project Construction Budget and Schedule and shall include the contingencies contemplated therein.

“Project Documents” shall mean each Material Project Document, Non-Material Project Document and Additional Project Document.

“Project Party” shall mean each Person from time to time party to a Project Document.

“Project Revenues” shall mean, for any period with respect to the Project, (a) all ordinary course cash revenues received by the Borrower pursuant to any PPA, (b) any payments received for interruption of operations during such period, (c) Spot Capacity Revenues, (d) Spot Energy Revenues, (e) the proceeds of sales of Credits and (f) all other ordinary course income or revenue, however earned or received, by the Borrower (with respect to the Project) during such period, including any Government Authority incentives received as tax credits, tax deductions or otherwise but only to the extent, and when, realized by the Borrower in cash. Project Revenues shall exclude (i) net amounts receivable under Permitted Swap Agreements earned in respect of the Project, (ii) the Net Available Amount in respect of an Event of Loss and (iii) amounts received under physical loss or damage insurance policies.

“Project Sponsor” shall mean Inkia Energy Limited, a company organized under the laws of Bermuda.

“Property” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“Quarterly Date” shall mean each August 17, November 17, February 17 and May 17.

“Quarterly Debt Service Coverage Ratio” shall mean, as at any calculation date, for the period of one (1) quarterly fiscal period then most recently ended (or any other period referred to in this Agreement for which this ratio is required to be calculated), the ratio of (a) Cash Flow Available for Debt Service and (b) Debt Service for such period.

“Quarterly Period” shall mean each period ending on a Quarterly Date.

“Quimpac Pledgor” shall mean, as of the Closing Date, Energía del ▇▇▇▇▇▇▇▇, ▇.▇., a sociedad anónima, organized under the laws of Peru.

“Rate Determination Notice” shall have the meaning assigned to such term in Section 5.01.

“Regulation A” shall mean Regulation A of the Board (or any successor) as the same may be modified and supplemented and in effect from time to time.

“Regulation D” shall mean Regulation D of the Board (or any successor) as the same may be modified and supplemented and in effect from time to time.

“Regulation U” shall mean Regulation U of the Board (or any successor) as the same may be modified and supplemented and in effect from time to time.

“Regulation X” shall mean Regulation X of the Board (or any successor) as the same may be modified and supplemented and in effect from time to time.

“Release” shall mean any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of any Hazardous Material into or within the indoor or outdoor environment or any portion thereof, including the movement of such Hazardous Material through ambient indoor or outdoor air, soil, surface water, ground water, wetlands, land or subsurface strata.

“Required COD Trigger Date” shall mean the date that is the later of (a) March 31, 2016 and (b) the date that is three (3) months prior to the Investment Agreement Termination Date.

“Required Debt Service Reserve Amount” shall mean on the Actual Project Acceptance Date and on each Principal Payment Date thereafter until and including the Final Maturity Date and the Tranche D Final Maturity Date, an amount equal to the aggregate of the scheduled principal set forth in Appendices B-1 and B-2 and scheduled Interest Expense (taking into account any fixed rate hedging and using the then current LIBO Rate to the extent not hedged) projected to be due and payable in the next six (6) months.

“Required Equity Contribution” shall mean Equity equal to no less than thirty-five percent (35%) of Base Case Total Project Costs to be provided to the Borrower pursuant to the terms of the Equity Contribution and Retention Agreement.

“Required Final Taking-Over Date” shall mean the date that is three (3) months after the Scheduled Final Taking-Over Date.

“Required Project Completion Date” shall mean December 31, 2016.

“Required Payment” shall have the meaning assigned to such term in Section 4.06.

“Restoration” shall mean, with respect to any Affected Property, to rebuild, repair, restore or replace such Affected Property.

“Restricted Payment” shall mean (a) all dividends or distributions by the Borrower (in cash, Property of the Borrower or obligations) on, or other payments or distributions on account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement or other acquisition by the Borrower of, any portion

of any Equity Interest in the Borrower and (b) all payments (in cash, Property of the Borrower or obligations) of principal of, interest on and other amounts with respect to, or other payments on account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement or other acquisition by the Borrower of Subordinated Shareholder Loans or Tranche C Loans; provided that any payment made by the Borrower to the Kallpa Operator as consideration for services rendered under the Kallpa O&M Agreement shall not constitute a Restricted Payment.

“Restricted Payment Date” shall have the meaning assigned to such term in Section 8.12.

“S&P” shall mean Standard & Poor’s Ratings Group, a division of ▇▇▇▇▇▇-▇▇▇▇, Inc.

“SACE” shall mean SACE S.p.A. – Servizi Assicurativi del Commercio Estero, a società per azioni organized under the laws of the Republic of Italy.

“SACE Agent” has the meaning set forth in the recitals.

“SACE Agreed Exchange Rate” shall have the meaning set forth in the SACE Reimbursement Agreement.

“SACE Facility Payment Request” shall mean that certificate attached as Appendix III to the Borrowing Certificate.

“SACE Policy” shall mean that certain insurance policy, dated on or about the date hereof and in any case no later than the Initial Disbursement Date, issued by SACE in favor of the Tranche D Lenders.

“SACE Premium” shall have the meaning set forth in the SACE Reimbursement Agreement.

“SACE Reimbursement Agreement” shall mean that certain reimbursement agreement, dated on or before the date of the SACE Policy, among the Borrower, SACE, the SACE Agent and the Tranche D Lenders.

“Sanction List” shall mean any of the sanction lists of the European Union, the United States Department of the Treasury Office of Foreign Asset Control and/or the United Nations Security Council and made pursuant to United Nations Security Council resolutions under Chapter VII of the UN Charter (each as amended, supplemented or substituted from time to time) and which includes, without limitation, the OFAC List and the European Union Restrictions List.

“Sanctionable Practice” shall mean any Corrupt Practice, Fraudulent Practice, Coercive Practice, Collusive Practice, or Obstructive Practice, as those terms are defined and interpreted in accordance with the anti-corruption guidelines listed in Appendix C.

“SCADA” shall mean a supervisory control and data acquisition system for control and data collection in respect of the continuous operation and monitoring of the Project.

“Scheduled Final Taking-Over Date” shall have the meaning assigned to such term in the EPC Contract.

“Secured Obligations” shall mean, as at any date, the sum, computed without duplication, of the following: (a) the aggregate outstanding principal amount of the Senior Loans plus all accrued but unpaid interest on such amount plus (b) all other amounts from time to time payable by any Credit Party or Israel Corporation to any Secured Party under the Financing Documents (including the Permitted Swap Agreements) plus accrued interest on such amounts plus (c) any and all obligations of the Borrower or any other Credit Party to the Administrative Agent, the Collateral Agent or any other Secured Party for the performance of its agreements, covenants or undertakings under or in respect of any Financing Document.

“Secured Parties” shall mean the Administrative Agent (solely in its capacity as agent to the Senior Lenders), the Collateral Agents, the Trustee, each Senior Lender and each Permitted Swap Provider.

“Secured Party Addition Agreement” shall mean an accession agreement to be entered into by any Permitted Swap Provider pursuant to the terms of the Collateral Agency and Depositary Agreement.

“Security Documents” shall mean each Consent and Agreement, the Asset Pledge Agreement, the Trust Agreement, the Collateral Agency and Depositary Agreement, each Share Pledge Agreement, the Production Unit Mortgage Agreement, the Definitive Generation Concession Mortgage Agreement, the Transmission Concession Mortgage Agreement, Powers of Attorney, Conditional Assignment of Rights and Contractual Position Agreement, Conditional Assignment of Contractual Position Agreement, each Secured Party Addition Agreement, Offshore Assignment of Reinsurance Proceeds, any such other security agreement, control agreement, patent and trademark assignment, lease assignment and other similar agreement securing the Secured Obligations between any Person and either Collateral Agent or the Trustee, on behalf of the Secured Parties, and all financing statements, agreements or other instruments to be filed in respect of the Liens created under each such agreement.

“Senior Lender” shall mean any Lender with a Tranche A Loan Commitment, Tranche B Loan Commitment or Tranche D Loan Commitment.

“Senior Loan Commitments” shall mean, collectively, the Tranche A Loan Commitments, the Tranche B Loan Commitments and the Tranche D Loan Commitments.

“Senior Loans” shall mean, collectively, the Tranche A Loans, Tranche B Loans and the Tranche D Loans.

“Share Pledge Agreement” shall mean the pledge agreement entered into prior to the Initial Disbursement Date by the Pledgors holding, collectively, 100% of the Equity Interests of the Borrower on such date, the Borrower and the Onshore Collateral Agent and any additional members/shareholders of the Borrower that become party to such agreement after the Initial Disbursement Date.

“Shareholders’ Agreement” shall mean the shareholders’ agreement, to be entered into prior to the Initial Disbursement Date, among the Pledgors.

“Shareholder Contributions” shall mean contributions of capital in the form of equity or Subordinated Shareholder Loans, which the Pledgors or the Project Sponsor provide pursuant to the Equity Contribution and Retention Agreement or otherwise, directly or indirectly, to the Borrower.

“Spot Capacity Revenues” shall mean, for any period with respect to the Project, all revenues resulting from sales of capacity on the Spot Market.

“Spot Energy Revenues” shall mean, for any period with respect to the Project, all revenues resulting from sales of energy on the Spot Market.

“Spot Market” shall mean, the short term spot market in Peru for the sale of capacity and energy, operated by COES pursuant to Ley 28832 (Ley para asegurar el Desarollo Eficiente de la Generación Eléctrica).

“Spot Market Expenses” shall mean, for any period with respect to the Project, all amounts expended by the Borrower in connection with the purchase of capacity and energy on the Spot Market, including all costs of water rights, plus all other applicable expenses, costs or taxes resulting from the Project’s participation in the Spot Market or the Interconnected Electrical System (Sistema Eléctrico Interconectado Nacional—SEIN), such as transmission tolls, ancillary services and any contributions to COES.

“Spot Revenues” shall mean, collectively, Spot Capacity Revenues and Spot Energy Revenues.

“Subordinated Shareholder Loans” shall mean contributions of capital in the form of unsecured Indebtedness of the Borrower which the Pledgors, Project Sponsor or Kallpa Generación S.A. provide, directly or indirectly, to the Borrower, on terms and conditions which make the payment of principal and interest available only from funds which are available to be distributed as Restricted Payments when the conditions for the making of Restricted Payments have been satisfied and for which the relevant subordinated lender has executed a subordination agreement, containing the terms of subordination set forth in Exhibit D, and has pledged its rights thereunder to the Secured Parties.

“Subordination Agreements” shall mean, collectively, (a) the Tranche C Subordination Agreement and (b) any subordination agreement entered into from time to time with any other lender providing Subordinated Shareholder Loans or any other unsecured Indebtedness permitted pursuant to Section 8.16 to the Borrower during the term of this Agreement, in each case on terms and conditions reasonably satisfactory to the Senior Lenders.

“Subsidiary” shall mean, for any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or Controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Substitute Basis” shall have the meaning assigned to such term in Section 5.01.

“Substitute Basis Notice” shall have the meaning assigned to such term in Section 5.01.

“Supermajority Lenders” shall mean, subject to the last paragraph of Section 11.04, Senior Lenders holding over 66 2/3% of the aggregate outstanding Senior Loans and Senior Loan Commitments (if any).

“Syndication Fee Letter” shall mean the amended and restated letter agreement, dated as the date hereof, between the Borrower and certain Senior Lenders party thereto with respect to certain fees payable by the Borrower for the account of such Senior Lenders.

“Taxes” shall mean, with respect to any Person, all present or future taxes, assessments, imposts, deductions, fees, duties, withholdings, or other governmental charges or levies imposed directly or indirectly on such Person or its income, profits or sales or Property by any Taxing Authority, including any interest, additions to tax or penalties applicable thereto.

“Taxing Authority” shall mean any national, federal, state, municipal, local, territorial, or other governmental department, commission, board, bureau, agency, regulatory authority, instrumentality, entity, person, judicial or administrative body that is responsible for the levying and collection of Taxes.

“Termination Date” shall mean the date on which (a) the Administrative Agent, the SACE Agent, the Collateral Agents and the other Secured Parties shall have received final indefeasible payment in full in cash of all of the Secured Obligations and all other amounts owing to the Agents and the other Secured Parties under the Financing Documents (other than inchoate obligations not yet due), (b) all Senior Loan Commitments shall have terminated, expired or been reduced to zero and (c) each Permitted Swap Agreement entered into with a Permitted Swap Provider and which agreements would constitute Secured Obligations, shall have terminated or expired, except as the Borrower and such Permitted Swap Provider shall have otherwise agreed.

“Terrorism Order” shall have the meaning assigned to such term in Section 7.27(a).

“Tranche A Lender” shall mean any Lender with a Tranche A Loan Commitment.

“Tranche A Loan” shall mean any extension of credit made by a Lender pursuant to its Tranche A Loan Commitment.

“Tranche A Loan Commitment” shall mean, with respect to each Lender at any time, the amount set forth next to such Lender’s name on Appendix A hereto under the heading “Tranche A Loan Commitment”, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Tranche A Loan Commitment, as applicable, as such amount may be reduced from time to time pursuant to Section 2.03 or adjusted pursuant to Section 11.06, the sum of which shall be an amount equal to the Aggregate Tranche A Loan Commitment.

“Tranche A Loan Commitment Period” shall mean the period commencing on the Closing Date and ending on the earliest to occur of (i) the termination of all Tranche A Loan Commitments pursuant to Section 2.03 or Section 9.01, (ii) the Project Completion Date and (iii) the Required Project Completion Date.

“Tranche A Principal Payment Date” shall mean the Initial Amortizing Senior Loan Tranche Principal Payment Date and each Quarterly Date thereafter (including the Final Maturity Date), or if any such day is not a Business Day, the next succeeding Business Day; provided that if there is no numerically corresponding date in any given calendar month during which a Tranche A Principal Payment Date would otherwise occur in accordance with the foregoing, the applicable Tranche A Principal Payment Date shall be deemed to occur on the last Business Day of the appropriate calendar month.

“Tranche B Loan” shall mean any extension of credit made by a Lender pursuant to its Tranche B Loan Commitment.

“Tranche B Loan Commitment” shall mean, with respect to each Lender at any time, the amount set forth next to such Lender’s name on Appendix A hereto under the heading “Tranche B Loan Commitment”, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Tranche B Loan Commitment, as applicable, as such amount may be reduced from time to time pursuant to Section 2.03 or adjusted pursuant to Section 11.06, the sum of which shall be an amount equal to the Aggregate Tranche B Loan Commitment.

“Tranche B Loan Commitment Period” shall mean the period commencing on the Closing Date and ending on the earliest to occur of (i) the termination of all Tranche B Loan Commitments pursuant to Section 2.03 or Section 9.01, (ii) the Project Completion Date and (iii) the Required Project Completion Date.

“Tranche C Lenders” shall mean Inkia Holdings (Kallpa) Limited and Energía del ▇▇▇▇▇▇▇▇ ▇.▇., in their capacity as Lenders under this Agreement.

“Tranche C Loan” shall mean any extension of credit made by a Tranche C Lender pursuant to its Tranche C Loan Commitment.

“Tranche C Loan Commitment” shall mean with respect to each Lender at any time, the amount set forth next to such Lender’s name on Appendix A hereto under the heading “Tranche C Loan Commitment”, as such amount may be reduced from time to time pursuant to Section 2.03 or adjusted pursuant to Section 11.06, the sum of which shall be an amount equal to the Aggregate Tranche C Loan Commitment.

“Tranche C Loan Commitment Period” shall mean the period commencing on the Closing Date and ending on the earliest to occur of (i) the termination of all Tranche C Loan Commitments pursuant to Section 2.03 or Section 9.01, (ii) the Project Completion Date and (iii) the Required Project Completion Date.

“Tranche C Subordination Agreement” shall mean a subordination agreement, dated as of the Closing Date and containing the terms of subordination set forth in Exhibit D, by and among the Administrative Agent, the Offshore Collateral Agent and the Tranche C Lenders.

“Tranche D Final Maturity Date” shall mean the date that is fifteen (15) years from the Closing Date; provided that if such date is not a Business Day, the “Tranche D Final Maturity Date” shall be the immediately preceding Business Day.

“Tranche D Lender” shall mean any Lender with a Tranche D Loan Commitment.

“Tranche D Loan” shall mean any extension of credit made by a Lender pursuant to its Tranche D Loan Commitment.

“Tranche D Loan Commitment” shall mean, with respect to each Lender at any time, the amount set forth next to such Lender’s name on Appendix A hereto under the heading “Tranche D Loan Commitment – Part A” and “Tranche D Loan Commitment – Part B”, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Tranche D Loan Commitment, as applicable, as such amount may be reduced from time to time pursuant to Section 2.03 or adjusted pursuant to Section 11.06, the sum of which shall be an amount equal to the Aggregate Tranche A Loan Commitment.

“Tranche D Loan Commitment Period” shall mean the period commencing on the Closing Date and ending on the earliest to occur of (i) the termination of all Tranche D Loan Commitments pursuant to Section 2.03 or Section 9.01, (ii) the Project Completion Date and (iii) the Required Project Completion Date.

“Tranche D Principal Payment Date” shall mean the Initial Amortizing Senior Loan Tranche Principal Payment Date and each Quarterly Date thereafter (including the Tranche D Final Maturity Date), or if any such day is not a Business Day, the next succeeding Business Day; provided that if there is no numerically corresponding date in any given calendar month during which a Tranche D Principal Payment Date would otherwise occur in accordance with the foregoing, the applicable Tranche D Principal Payment Date shall be deemed to occur on the last Business Day of the appropriate calendar month.

“Transaction Documents” shall mean each Financing Document and each Project Document.

“Transmission Concession” shall mean the definitive concession for the transmission of electricity from the Project to the Interconnected Electrical System (Sistema Eléctrico Interconectado Nacional—SEIN) through the Transmission Line to be granted by Supreme Resolution.

“Transmission Concession Agreement” shall mean the Transmission Concession Agreement (Contrato de Concesión Definitiva de Transmisión de Energía Eléctrica) to be entered into between the Borrower and MINEM, for the Transmission Concession.

“Transmission Concession Mortgage Agreement” shall mean the Transmission Concession Mortgage Agreement (Contrato de Hipoteca sobre Concesión Definitiva de Transmisión), substantially in the form of Exhibit L, to be entered into between the Borrower and Onshore Collateral Agent, executed before a notary public and to be registered in the Peruvian Public Registry.

“Transmission Line” shall mean the transmission line that shall connect the Project to the ▇▇▇▇▇ ▇▇▇▇▇▇ substation as set forth in the Transmission Plan.

“Transmission Plan” shall have the meaning given to such term in Section 6.01(e)(iv).

“Trust Agreement” shall mean the Trust Agreement (Contrato de Fideicomiso en Administración y Garantía), to be entered into prior to the Initial Disbursement Date, by and among, the Borrower and the Trustee, executed before a notary public in Peru and to be registered in the Peruvian Public Registry prior to the Initial Disbursement Date.

“Trustee” shall mean Scotiabank Peru, S.A.A., appointed pursuant to the Trust Agreement.

“Trustee Fee” shall have the meaning given to such term in Section 2.04(c)(iii).

“Trustee Fee Letter” shall mean the letter agreement, dated no later than the Closing Date, between the Borrower and the Trustee with respect to certain fees payable by the Borrower for the account of the Trustee.

“UNFCC” shall mean the United Nations Framework Convention on Climate Change.

“United States” and “U.S.” shall mean the United States of America.

“Unsecured Accounts” shall have the meaning assigned to such term in the Collateral Agency and Depositary Agreement.

“Updated Base Case Forecast” shall have the meaning given to such term in Section 8.01(i).

“Upfront Fee Letter” shall mean that certain fee letter entered into among the Joint Mandated Arrangers and the Borrower dated as of the Closing Date.

“USA PATRIOT Act” shall mean the anti-money laundering provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (October 26, 2001) amending the Bank Secrecy Act, 31 U.S.C. Section 5311 et seq.

“USD”, “US$”, “$” or “Dollars” shall mean the lawful currency of the United States of America.

“Use” shall mean the generation, manufacture, processing, distribution, handling, use, treatment, recycling, storage, disposal, arrangement for or permitting the disposal, transportation or Release of any Hazardous Material.

“VAT” shall mean value added tax as provided for in the Peruvian Value Added Tax Act and any other Tax of a similar nature.

“VAT Investment Contract” shall mean that certain investment contract (Contrato de Inversión), dated as of February 2, 2012, among the Borrower, MINEM and PROINVERSION, executed under Legislative Decree No. 973 as a requirement to apply for the VAT early recovery regime (régimen de recuperación anticipada de IGV).

1.02 Accounting Terms and Determinations.

(a) Except as otherwise expressly provided in this Agreement, all accounting terms used in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders under this Agreement shall (unless otherwise disclosed to the Lenders in writing at the time of delivery in the manner described in subsection (b) below) be prepared, in accordance with Accounting Principles, as in effect from time to time, including applicable statements, bulletins and interpretations issued by the International Accounting Standards Board or the International Accounting Standards Board, and all calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided in this Agreement) be made by application of Accounting Principles; provided, however, that if any financial statements shall be prepared in accordance with the Accounting Principles that are not the same as the Accounting Principles used for the preparation of the financial statements for the preceding applicable period (to the extent such change has a material effect) or if any calculations shall be made for the purposes of determining compliance with this Agreement on a basis that is not the same in any material respect as was used for purposes of determining compliance for the preceding applicable period, then, upon request by the Administrative Agent, the financial statements for the comparable prior period shall be restated and the calculations re-made as specified above to enable a comparison to be made with such prior period; provided, further, that the restatement and remaking of such calculations shall be made solely for comparison purposes and shall not result in any finding of non-compliance hereunder.

(b) To enable the consistent determination of compliance with the terms of this Agreement, the Borrower will not change the last day of its Fiscal Year from December 31 of each year, or the last days of the first three fiscal quarters in each of its Fiscal Years from March 31, June 30 and September 30 of each year, respectively, without the prior written consent of the Administrative Agent.

1.03 Certain Principles of Interpretation. In this Agreement, unless otherwise indicated, the singular includes the plural and plural the singular; words importing any gender include the other gender; references to statutes or regulations are to be construed as including all statutory or regulatory provisions consolidating, amending or replacing the statute or regulation referred to; references to “writing” include printing, typing, lithography and other means of reproducing words in a tangible visible form; the words “including,” “includes” and “include” shall be deemed to be followed in each instance by the words “without limitation”; references to articles, sections (or subdivisions of sections), exhibits, annexes or schedules are to this Agreement (unless otherwise specified); references to agreements and other contractual instruments shall be deemed to include all subsequent amendments, extensions and other modifications and substitutions thereof (including by change orders where applicable) (without, however, limiting any prohibition on any such amendments, extensions and other modifications and substitutions by the terms of this Agreement); and references to Persons include their respective permitted successors and assigns and, in the case of Government Authorities, Persons succeeding to their respective functions and capacities.

ARTICLE II

LOAN COMMITMENTS

2.01 Loans.

(a) Subject to the terms and conditions of this Agreement, each Senior Lender agrees, severally and not jointly, to make Tranche A Loans to the Borrower from time to time during the Tranche A Loan Commitment Period in an aggregate principal amount not in excess of the Tranche A Loan Commitment of such Lender; provided, however, that the aggregate principal amount of all Tranche A Loans shall not exceed the Aggregate Tranche A Loan Commitment.

(b) Subject to the terms and conditions of this Agreement, each Senior Lender agrees, severally and not jointly, to make Tranche B Loans to the Borrower from time to time during the Tranche B Loan Commitment Period in an aggregate principal amount not in excess of the Tranche B Loan Commitment of such Lender; provided, however, that the aggregate principal amount of all Tranche B Loans shall not exceed the Aggregate Tranche B Loan Commitment.

(c) Subject to the terms and conditions of this Agreement, each Tranche C Lender agrees, severally and not jointly, to make Tranche C Loans to the Borrower from time to time during the Tranche C Loan Commitment Period in an aggregate principal amount not in excess of its Tranche C Loan Commitment; provided, however, that the aggregate principal amount of all Tranche C Loans shall not exceed the Aggregate Tranche C Loan Commitment.

(d) Subject to the terms and conditions of this Agreement, each Tranche D Lender agrees, severally and not jointly, to make Tranche D Loans to the Borrower from time to time during the Tranche D Loan Commitment Period in an aggregate principal amount not in excess of the Tranche D Loan Commitment of such Lender; provided, however, that the aggregate principal amount of all Tranche D Loans shall not exceed the Aggregate Tranche D Loan Commitment.

(e) Proceeds of each Borrowing shall be deposited into the Construction Account, shall be applied solely in accordance with this Agreement and shall be used solely for the payment of Project Costs related to the Project and certain other purposes, as further described in Section 8.09.

(f) Loans repaid or prepaid may not be reborrowed.

2.02 Borrowings.

(a) To request a Borrowing pursuant to this Agreement, the Borrower shall give the Administrative Agent (which shall promptly notify the Lenders) irrevocable notice of such Borrowing as provided in Section 4.05.

(b) Not later than 11:00 a.m. New York City time on the Disbursement Date specified for each Borrowing, each Lender shall make available the amount of the Loans to be made by it on such date to the Administrative Agent, in immediately available funds, by wire transfer to the account specified on the attached Appendix E (the “Administrative Account”); provided that (i) the amount of Loans to be made by DEG shall be paid directly to FMO, in its capacity as payment agent for DEG and (ii) FMO shall make available an amount equal to the sum of Loans to be made by each of DEG and FMO on such date. The Administrative Account shall be established by the Administrative Agent and all funds received by the Administrative Agent from a Lender and all funds payable by the Administrative Agent to a Lender or the Administrative Agent shall be deposited therein. There may be no more than one Borrowing request in any month.

(c) The amount with respect to Loans so received by the Administrative Agent for the account of the Borrower shall, subject to the terms and conditions of this Agreement, be made available to the Borrower by remitting the same by 3:00 p.m. New York City time to the Offshore Collateral Agent, in immediately available funds, and the Offshore Collateral Agent shall on the same day deposit the amounts so received in immediately available funds into the Construction Account, in each case as set forth in the applicable Notice of Borrowing and pursuant to the Collateral Agency and Depositary Agreement.

2.03 Changes of Commitments.

(a) Optional Changes of Commitment. Subject to Section 2.03(b) and (c), the Borrower shall have the right at any time or from time to time to reduce or terminate the aggregate unused amount of the Commitments; provided, that (i) the Borrower shall give notice of each such termination or reduction as provided in Section 4.05, together with a certificate issued by an Authorized Officer of the Borrower, in a form reasonably satisfactory to the Majority Lenders, certifying the Borrower’s compliance with sub-clause (iii) below,

which shall be confirmed in writing by the Independent Engineer prior to any such termination or reduction, (ii) each reduction of Commitments shall be in an aggregate amount at least equal to $1,000,000 (or, if less, the full amount of such Commitments outstanding), and if greater, in integral multiples of $500,000 in excess thereof, (iii) the Commitments may not be reduced below an amount which, together with the unfunded portion of the Required Equity Contribution and other funds committed to pay Project Costs is available and sufficient, in the reasonable judgment of the Supermajority Lenders and the Independent Engineer, to achieve Project Completion in accordance with the Project Construction Budget and Schedule and prior to the Required Project Completion Date and (iv) such reduction or termination shall be conditioned upon the payment of any required termination payments in connection with the termination of any Interest Rate Protection Agreements (if then in effect) to the extent the aggregate notional amount under all such Interest Rate Protection Agreements exceeds the aggregate principal amount of the Loans outstanding after giving effect to the reduction or termination contemplated by this Section 2.03.

(b) Mandatory Changes of Commitments.

(i) Unless previously terminated, the Tranche A Loan Commitments shall be automatically reduced to zero at the close of business on the final day of the Tranche A Loan Commitment Period.

(ii) Unless previously terminated, the Tranche B Loan Commitments shall be automatically reduced to zero at the close of business on the final day of the Tranche B Loan Commitment Period.

(iii) Unless previously terminated, the Tranche C Loan Commitments shall be automatically reduced to zero at the close of business on the final day of the Tranche C Loan Commitment Period.

(iv) Unless previously terminated, the Tranche D Loan Commitments shall be automatically reduced to zero at the close of business on the final day of the Tranche D Loan Commitment Period.

(v) Unless previously terminated, to the extent the Debt Sizing Parameters set forth in clauses (a)-(d) of the definition thereof are no longer met as of the date of the Updated Base Case Forecast, each of the Senior Loan Commitments shall be partially terminated on a pro rata basis on the date the Updated Base Case Forecast is delivered pursuant to Section 8.01(i) in order to meet each of the Debt Sizing Parameters as notified by the Administrative Agent to the Borrower promptly thereafter.

(vi) Unless previously terminated, to the extent the Debt Sizing Parameters set forth in clause (e) of the definition thereof are no longer met as of the date of the Updated Base Case Forecast as a result of a reduction of the Project Costs, then on the date that the Updated Base Case Forecast is delivered pursuant to Section 8.01(i), the Aggregate Tranche C Loan Commitment shall be reduced to an amount equal to (i) 65% of the Project Costs reflected in the Updated Base Case Forecast less (ii) the Senior Loan Commitments; provided that, (x) if as a result of such reduction the Aggregate Tranche C Loan Commitment is reduced to

zero and (y) if after giving effect to such reduction, the Debt Sizing Parameters in clause (e) of the definition thereof are no longer met, then each of the Senior Loan Commitments shall be partially terminated on a pro rata basis, in order to meet the Debt Sizing Parameters in clause (e) of the definition thereof.

(vii) Each of the Senior Lenders may, in its sole discretion, reduce its Senior Loan Commitment to zero at the close of business on September 30, 2013 if each of the conditions precedent set forth in Section 6.02 have not occurred by such date; provided that, for the avoidance of doubt, the Senior Lenders shall not have the option of reducing the Senior Loan Commitments if such conditions precedent set forth in Section 6.02 have been satisfied by such date but the Borrower has not delivered its initial Notice of Borrowing pursuant to Section 6.03(a) and the Initial Disbursement Date has not yet occurred.

(viii) Each of the Senior Lenders may, in its sole discretion, reduce its Senior Loan Commitment to zero at the close of business on June 30, 2014 if the Initial Disbursement Date shall not have occurred by such date.

(i) Any termination of Commitments by the Borrower pursuant to this Section 2.03 (other than pursuant to Section 2.03(b)(vi)) shall be applied, (i) first, to the Tranche B Loan Commitments and any Tranche D Loan Commitments comprising Part B of the Tranche D Loan Commitments outstanding, on a pro rata basis, until the Tranche B Loan Commitments and Tranche D Loan Commitments comprising Part B of the Tranche D Loan Commitments are reduced to zero, (ii) second, to the Tranche A Loan Commitments and the Tranche D Loan Commitments (if any) outstanding, on a pro rata basis, until the Tranche A Loan Commitments and the Tranche D Loan Commitments are reduced to zero, on a pro rata basis and (iii) third, to the Tranche C Loan Commitments outstanding until the Tranche C Loan Commitments are reduced to zero.

(ii) Upon any termination of the Senior Loan Commitments pursuant to Section 2.03(b)(v) and (vi)(y), the Administrative Agent shall adjust the percentages of the amounts payable on each Principal Payment Date shown in Appendices B-1 and B-2 and give notice to the Borrower and the Lenders as soon as possible thereafter. The Administrative Agent’s determination of such adjustments shall be final and conclusive and bind the Borrower unless the Borrower demonstrates to the Administrative Agent’s satisfaction that the determination involved manifest error.

(iii) Upon the termination of Part B of the Tranche D Loan Commitments, the Administrative Agent shall adjust the percentages of the amounts payable on each Tranche D Principal Payment Date, in the inverse order of maturity, shown in Appendix B-2 and give notice to the Borrower and the Tranche D Lenders as soon as possible thereafter. The Administrative Agent’s determination of such adjustments shall be final and conclusive and bind the Borrower unless the Borrower demonstrates to the Administrative Agent’s satisfaction that the determination involved manifest error.

(d) No Reinstatement. The Senior Loan Commitments once terminated or reduced may not be reinstated.

2.04 Fees.

(a) Commitment Fees. The Borrower shall pay to the Administrative Agent for the account of each Senior Lender a commitment fee (the “Commitment Fee”), on the daily average unused amount of such Senior Lender’s Senior Loan Commitment, at a rate per annum equal to the product of (i) 40% of the Applicable Margin, for each Quarterly Period from and including the Closing Date to, but not including, the date the Senior Loan Commitments, as applicable, are reduced to zero times (ii) a fraction, the numerator of which is the number of days in such Quarterly Period (or portion thereof) and the denominator of which is 360. The accrued Commitment Fee for any Senior Loan Commitment shall be payable on each Quarterly Date occurring after the Closing Date and upon termination or expiry of the relevant Senior Loan Commitment, as applicable.

(b) Administrative Fees. The Borrower shall pay to the Administrative Agent, for its own account, a non-refundable agency fee (the “Administrative Fee”) for each 12-month period commencing on the Closing Date or an anniversary thereof in the amounts set forth in the Administrative Agency Fee Letter. The Administrative Fee shall be payable in advance in accordance with the terms and in the amounts as set forth in the Administrative Agency Fee Letter.

(i) The Borrower shall pay to each of the Offshore Collateral Agent and the Depositary, each for its own account, non-refundable agency fees (collectively, the “Offshore Collateral Agency Fee”) for each 12-month period commencing on the Closing Date or an anniversary thereof in the amounts set forth in the Offshore Collateral Agency Fee Letter. The Offshore Collateral Agency Fee shall be payable in advance in accordance with the terms and in the amounts as set forth in the Offshore Collateral Agency Fee Letter.

(ii) The Borrower shall pay to the Onshore Collateral Agent, for its own account, a non-refundable agency fee (the “Onshore Collateral Agency Fee”) for each 12-month period commencing on the Closing Date or an anniversary thereof in the amounts set forth in the Onshore Collateral Agency Fee Letter. The Onshore Collateral Agency Fee shall be payable in advance in accordance with the terms and in the amounts as set forth in the Onshore Collateral Agency Fee Letter.

(iii) The Borrower shall pay to the Trustee, for its own account, a non-refundable agency fee (the “Trustee Fee”) for each 12-month period commencing on the Closing Date or an anniversary thereof in the amounts set forth in the Trustee Fee Letter. The Trustee Fee shall be payable in advance in accordance with the terms and in the amounts as set forth in the Trustee Fee Letter.

(d) Other Fees. The Borrower shall pay (i) all fees payable in accordance with the Financing Documents, (ii) all fees payable to any Joint Mandated Arranger in the amounts and at times separately agreed upon between the Borrower and such Joint Mandated Arranger and (iii) all expenses of the Agents, the Lenders and the Joint Mandated Arrangers in accordance with Section 11.03.

2.05 Lending Offices. The Senior Loans made by each Senior Lender shall be made and maintained at such Senior Lender’s Applicable Lending Office.

2.06 Several Obligations. The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, but neither any Lender nor the Agents shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender.

2.07 Notes.

(a) Tranche A Notes. The Tranche A Loan Commitments of each Lender shall be evidenced by a promissory note (▇▇▇▇▇▇) of the Borrower (each, a “Note”) substantially in the form of Exhibit A-1 (together with a completion agreement (Acuerdo de Llenado) substantially in the form of Exhibit A-3, (a “Note Completion Agreement”)), for such Lender’s Tranche A Loans, dated the Initial Disbursement Date in the case of each Note issued on such date, or the effective date of assignment pursuant to Section 11.06(b) in the case of any Note issued in connection with such assignment, payable to such Lender in an amount equal to the aggregate Indebtedness of the Borrower to such Lender resulting from outstanding Tranche A Loans made by such Lender; provided, that any Senior Lender that is party to a COFIDE Guarantee shall receive (i) a Note payable to such Lender in an amount equal to the aggregate Indebtedness of the Borrower to such Lender resulting from outstanding Tranche A Loans made by such Lender and guaranteed by COFIDE (the “COFIDE Tranche A Guaranteed Note”) and (ii) a Note payable to such Lender in an amount equal to difference between (x) the aggregate Indebtedness of the Borrower to such Lender resulting from outstanding Tranche A Loans made by such Lender minus (y) the amount payable under the COFIDE Tranche A Guaranteed Note.

(b) Tranche B Notes. The Tranche B Loan Commitments of each Lender shall be evidenced by a Note substantially in the form of Exhibit A-2 (together with a Note Completion Agreement), for such Lender’s Tranche B Loans, dated the Initial Disbursement Date in the case of each Note issued on such date, or the effective date of assignment pursuant to Section 11.06(b) in the case of any Note issued in connection with such assignment, payable to such Lender in an amount equal to the aggregate Indebtedness of the Borrower to such Lender resulting from outstanding Tranche B Loans made by such Lender; provided, that any Senior Lender that is party to a COFIDE Guarantee shall receive (i) a Note payable to such Lender in an amount equal to the aggregate Indebtedness of the Borrower to such Lender resulting from outstanding Tranche B Loans made by such Lender and guaranteed by COFIDE (the “COFIDE Tranche B Guaranteed Note”) and (ii) a Note payable to such Lender in an amount equal to difference between (x) the aggregate Indebtedness of the Borrower to such Lender resulting from outstanding Tranche B Loans made by such Lender minus (y) the amount payable under the COFIDE Tranche B Guaranteed Note.

(c) Tranche D Notes. The Tranche D Loan Commitments of each Lender shall be evidenced by a Note substantially in the form of Exhibit A-3 (together with a Note Completion Agreement), for such Lender’s Tranche D Loans, dated the Initial Disbursement Date in the case of each Note issued on such date, or the effective date of assignment pursuant to Section 11.06(b) in the case of any Note issued in connection with such assignment, payable to such Lender in an amount equal to the aggregate Indebtedness of the Borrower to such Lender resulting from outstanding Tranche D Loans made by such Lender.

(d) Loan Records. The date, amount and interest rate of each Loan made by each Lender to the Borrower, and each payment made in respect of principal of such Loan, shall be recorded by such Lender on its books.

(e) Subdivision. No Lender shall be entitled to have any of its Notes subdivided, by exchange for promissory notes of lesser denominations or otherwise, except in connection with a permitted assignment of all or any portion of such Lender’s related Commitment, related Loans and related Note pursuant to Section 11.06(b).

(f) Maintenance of Records by the Administrative Agent. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain records in which it shall record (i) the names and addresses of the Lenders, (ii) the Commitments of each Lender and the amount of each Loan made hereunder and each Interest Period therefor, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (iv) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof and (v) a copy of each Assignment and Acceptance delivered to it pursuant to Section 11.06(b). Upon reasonable notice to the Administrative Agent, the Borrower and each Lender shall have the right to inspect such records from time to time during normal business hours. In the event of any inconsistency between the entries in the loan records maintained by the Lenders pursuant to paragraph (d) above and the entries in the records maintained by the Administrative Agent, the Administrative Agent’s records will govern, absent manifest error.

(g) Effect of Entries. Absent manifest error, the entries made in the records maintained pursuant to paragraph (d) or (f) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, that the failure of any Lender or the Administrative Agent to maintain such records or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

ARTICLE III

PAYMENTS OF PRINCIPAL AND INTEREST

3.01 Repayment of Loans.

(a) Tranche A Loans. The Borrower hereby agrees to pay to the Administrative Agent for the account of each Lender the principal of such Lender’s Tranche A Loans outstanding (i) on each Tranche A Principal Payment Date in accordance with the amortization schedule attached as Appendix B-1 to this Agreement and (ii) when declared due and payable pursuant to this Agreement, including pursuant to Section 9.01; provided, that if

the Actual Project Acceptance Date does not occur in the month of February 2016, the Administrative Agent shall adjust (x) the percentages and (y) the number of Tranche A Principal Payment Dates shown in Appendix B-1 and give notice to the Borrower and the Tranche A Lenders as soon as possible after the Actual Project Acceptance Date. The Administrative Agent’s determination of such adjustments shall be final and conclusive and bind the Borrower unless the Borrower demonstrates to the Administrative Agent’s satisfaction that the determination involved manifest error.

(b) Tranche B Loans. The Borrower hereby agrees to pay to the Administrative Agent for the account of each Lender the principal of such Lender’s Tranche B Loans outstanding (i) on the Final Maturity Date and (ii) when declared due and payable pursuant to this Agreement, including pursuant to Section 9.01.

(c) Tranche C Loans. The Borrower hereby agrees to pay to each Tranche C Lender the principal of such Tranche C Lender’s Tranche C Loans outstanding after the Senior Loans and all other Secured Obligations have been indefeasibly paid in full.

(d) Tranche D Loans. The Borrower hereby agrees to pay to the Administrative Agent for the account of each Tranche D Lender the principal of such Lender’s Tranche D Loans outstanding (i) on each Tranche D Principal Payment Date in accordance with the amortization schedule attached as Appendix B-2 to this Agreement and (ii) when declared due and payable pursuant to this Agreement, including pursuant to Section 9.01; provided, that if the Actual Project Acceptance Date does not occur in the month of February 2016, the Administrative Agent shall adjust (x) the percentages and (y) the number of Tranche D Principal Payment Dates shown in Appendix B-2 and give notice to the Borrower and the Tranche D Lenders as soon as possible after the Actual Project Acceptance Date. The Administrative Agent’s determination of such adjustments shall be final and conclusive and bind the Borrower unless the Borrower demonstrates to the Administrative Agent’s satisfaction that the determination involved manifest error.

3.02 Interest. Subject to Section 5.01, the Borrower hereby agrees to pay to the Administrative Agent for account of each Lender interest on the unpaid principal amount of each Loan made by such Lender for the period from and including the date of such Loan to but excluding the date such Loan shall be paid in full, at the following rates per annum:

(a) for each Interest Period relating to such Loan, the LIBO Rate for such Loan for such Interest Period plus the Applicable Margin;

(b) during such periods that an Event of Default has occurred and is continuing, all outstanding Loans shall bear interest at a rate per annum equal to the Post-Default Rate to but excluding the dates such Event of Default is remedied or waived; and

(c) during any Interest Period when a Rate Determination Notice has been delivered, the Substitute Basis determined therein.

(i) Accrued interest on each Senior Loan shall be payable in arrears (x) on each Interest Payment Date and (y) upon the payment or prepayment of any Senior Loan (but only on the principal amount so paid or prepaid) and (ii) accrued interest on each Tranche C Loan shall only be

payable pursuant to level Sixth in Section 5.05(c) of the Collateral Agency and Depositary Agreement; provided, that interest payable at the Post-Default Rate shall be payable from time to time on demand (or, if no demand is made during any month, on the last Business Day of each month); provided, further, that prior to the Actual Project Acceptance Date at the Borrower’s election, accrued interest may be paid as a Project Cost through Borrowings. Promptly after the determination of any interest rate provided for in this Agreement or any change in any such rate, the Administrative Agent shall give notice of such interest rate to the Lenders to which such interest is payable and to the Borrower.

3.03 Optional Prepayments.

(a) Subject to Sections 4.02 and 4.04, the Borrower shall have the right to prepay Loans, at any time or from time to time; provided, that the Borrower shall give the Administrative Agent notice of each such prepayment as provided in Section 4.05 and, upon the date specified in any such notice of prepayment, the amount to be prepaid shall become due and payable.

(b) Any prepayment by the Borrower pursuant to this Section 3.03 shall be made simultaneously with, and is conditioned upon, (i) the payment of any required termination payments in connection with the termination of any Interest Rate Protection Agreement (if then in effect) to the extent the aggregate notional amount under all such Interest Rate Protection Agreements exceeds (x) 100% of the aggregate principal amount of the Tranche A Loans, (y) prior to the Project Completion Date, 50% of the aggregate principal amount of the Tranche B Loans or (z) (A) 100% of the aggregate principal amount comprising Part A of the Tranche D Loans and (B) prior to the Project Completion Date, 50% of the aggregate principal amount comprising Part B of the Tranche D Loans, outstanding after giving effect to the prepayment contemplated by this Section 3.03, (ii) the payment by the Borrower of any costs, expenses, break funding costs or other amounts incurred by any Lender and Permitted Swap Provider in connection with such prepayment and (iii) with respect to prepayment of Tranche A Loans only, prior to August 17, 2018, the payment of a penalty equal to 2.00% of the aggregate principal amount of Tranche A Loans outstanding payable to the Senior Lenders pro rata in accordance with each Senior Lender’s respective Tranche A Loan Commitment.

(c) Any prepayment of Loans by the Borrower pursuant to this Section 3.03 shall be applied, (i) first, to the principal amount of Tranche B Loans and the Tranche D Loans comprising Part B of the Tranche D Loans outstanding (if any), on a pro rata basis, in the inverse order of maturity with respect to the Tranche D Loans, (ii) second, to any interest or other amounts payable in connection with the Tranche B Loans and the Tranche D Loans (if any) outstanding, on a pro rata basis, until all Tranche B Loans have been indefeasibly repaid in full and amounts payable (if any) in connection with the Tranche D Loans are reduced to an amount equal to Part A of the Tranche D Loans, (iii) third, applied to the principal installments, on a pro rata basis, of the Tranche A Loans and the Tranche D Loans (if any) until all Tranche A Loans and Tranche D Loans have been indefeasibly repaid in full, on a pro rata basis, in the inverse order of maturity and (iv) fourth, applied to the principal amount of Tranche C Loans outstanding on a pro rata basis.

3.04 Mandatory Prepayments. In addition to mandatory repayments of principal of Loans as set forth in Section 3.01 above, the Borrower shall make the following mandatory prepayments (to be effected in each case in the manner specified in paragraph (f) below):

(a) Event of Loss. The Borrower shall prepay the Loans in an amount equal to 100% of the Net Available Amount not allocated to and used for Restoration in accordance with Section 8.05(l).

(b) Asset Sales. The Borrower shall prepay the Loans in an aggregate amount equal to 100% of the Net Available Amount in excess of $2,000,000 in any Fiscal Year resulting from the Disposition of any of its physical assets (other than Dispositions permitted under Sections 8.11(a)(i)(A), 8.11(a)(i)(C) (to the extent such insurance proceeds are used in connection with replacing such damaged or destroyed property), 8.11(a)(ii), 8.11(a)(iii) and 8.11(a)(v)).

(c) Project Payments. The Borrower shall prepay the Loans in an amount equal to the amount transferred into the Prepayment Account from the Performance LD Account pursuant to the terms of the Collateral Agency and Depositary Agreement.

(d) Restricted Payments. The Borrower shall prepay the Loans in an amount equal to the amount transferred into the Prepayment Account from the Onshore Distribution Accounts pursuant to the terms of the Collateral Agency and Depositary Agreement.

(e) Illegality. The Borrower shall prepay the Loans in and to the extent contemplated by Section 5.06.

(f) Tranche D. Upon the prepayment of any amounts of the Tranche A Loans or Tranche B Loans in connection with a refinancing of the Senior Loans on or prior to the Final Maturity Date, the Tranche D Loans shall be prepaid in full.

(g) Application in Inverse Order. Mandatory prepayments of Loans made pursuant to this Section 3.04 shall be applied, (i) first, to the principal amount of (x) Tranche B Loans and (y) Tranche D Loans comprising Part B of the Tranche D Loans (if any) outstanding, on a pro rata basis, in the inverse order of maturity with respect to the Tranche D Loans until all Tranche B Loans have been indefeasibly repaid in full and amounts payable in connection with the Tranche D Loans are reduced to an amount equal to Part A of the Aggregate Tranche D Loan Commitment (ii) second, to any interest or other amounts payable in connection with (x) Tranche B Loans and (y) Tranche D Loans comprising Part B of the Tranche D Loans (if any) outstanding, on a pro rata basis, in the inverse order of maturity with respect to the Tranche D Loans until all Tranche B Loans have been indefeasibly repaid in full and amounts payable in connection with the Tranche D Loans are reduced to an amount equal to Part A of the Aggregate Tranche D Loan Commitment, and (iii) third, applied to the principal installments, on a pro rata basis, of the Tranche A Loans and the Tranche D Loans (if any) until all Tranche A Loans and Tranche D Loans have been indefeasibly repaid in full, on a pro rata basis, in the inverse order of maturity.

(h) Payments. The Borrower shall transfer all amounts required for the prepayments in this Section 3.04 in accordance with this Section and the Collateral Agency and Depositary Agreement at the time of each such prepayment.

(i) Swap Prepayments. Any prepayment of Loans by the Borrower pursuant to this Section 3.04 shall be made simultaneously with (i) the payment of any required termination payments in connection with the termination of any Interest Rate Protection Agreement (if then in effect) to the extent the aggregate notional amount under all such Interest Rate Protection Agreement exceeds (x) 100% of the aggregate principal amount of the Tranche A Loans, (y) prior to the Project Completion Date, 50% of the aggregate principal amount of the Tranche B Loans, (z) (i) 100% of the aggregate principal amount comprising Part A of the Tranche D Loans and (ii) prior to the Project Completion Date, 50% of the aggregate principal amount comprising Part B of the Tranche D Loans, in each case outstanding after giving effect to the prepayment contemplated by this Section 3.04 and (ii) the payment by the Borrower of reasonable costs, expenses, break funding costs or other amounts incurred by any Lender and Permitted Swap Provider in connection with such prepayment.

ARTICLE IV

PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

4.01 Payments.

(a) Except to the extent otherwise provided in this Agreement, all payments of principal, interest, fees and other amounts to be made by the Borrower under this Agreement and the Notes and, except to the extent otherwise provided in any of the other Financing Documents, all payments to be made by the Borrower under any such other Financing Documents, shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the Administrative Agent, by wire transfer to the account specified on the attached Appendix E. No payment shall be made later than 1:00 p.m. New York City time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day).

(b) The Borrower shall, at the time of making each payment under this Agreement or any Note for account of any Lender, specify to the Administrative Agent (which shall so notify the intended recipient or recipients) the Loans or other amounts payable by the Borrower under this Agreement to which such payment is to be applied (and in the event that it fails to so specify, or if an Event of Default has occurred and is continuing, the Administrative Agent may distribute such payment to the Lenders for application in such manner as it or the Majority Lenders, subject to Section 4.02, may determine to be appropriate, in each case pursuant to the Collateral Agency and Depositary Agreement).

(c) Each payment received by the Administrative Agent under this Agreement or any Note for account of any Lender shall be paid by the Administrative Agent promptly to such Lender, in immediately available funds, for account of such Lender’s Applicable Lending Office for the Loan or other obligation in respect of which such payment is made; provided that all payments made for the account of DEG shall be paid by the Administrative Agent directly to FMO, in its capacity as the payment agent for DEG.

(d) Except in the case of the Final Maturity Date or the Tranche D Final Maturity Date, as applicable, if the due date of any payment under this Agreement or any Note would otherwise fall on a day which is not a Business Day, such date shall be extended to the next succeeding Business Day and interest shall be payable for any principal so extended for the period of such extension.

4.02 Pro Rata Treatment. Except to the extent otherwise provided in this Agreement: (a) the Borrowing of Loans under Section 2.01 shall be made from the Lenders except as provided in Section 4.08 and each payment of Commitment Fees under Section 2.04(a) shall be made for account of the applicable Senior Lenders on a pro rata basis (based on their respective Commitments), (b) except as otherwise specified herein, each payment or prepayment of principal of Loans by the Borrower shall be made for account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; provided, that if immediately prior to giving effect to any such payment in respect of any Loan, the outstanding principal amount of the Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan in the circumstances described in the last paragraph of Section 11.04), then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata in accordance with their respective Commitments, (c) each payment of interest on the Loans by the Borrower shall be made for account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders and (d) each termination of Commitments shall be made on a pro rata basis based on the Lender’s respective Commitments.

4.03 Computations. Interest on any Loans shall be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which payable.

4.04 Minimum Amounts.

(a) Each Borrowing shall be in a minimum amount equal to $5,000,000, with integral multiples of $1,000,000 in excess of such minimum amount.

(b) Except for mandatory prepayments made pursuant to Section 3.04, voluntary and partial prepayments of principal of Loans shall be in a minimum amount equal to $8,000,000 (or, if less, the full amount of such Loans outstanding) with integral multiples of $1,000,000 in excess of such minimum amount.

4.05 Certain Notices. Notices by the Borrower to the Administrative Agent of Borrowings, reduction or termination of Commitments and optional prepayments of Loans shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m. New York City time on the number of Business Days prior to the date of the relevant Borrowing, reduction, termination or prepayment or the first day of such Interest Period specified below:


Notice		Number of Business Days Prior
Termination or reduction of Commitments		3
Borrowing and prepayments of Loans		10

Each such notice of a Borrowing (each such notice, a “Notice of Borrowing”) shall be in substantially the form of Exhibit B-2, shall be subject to the satisfaction of the conditions set forth in Article VI and shall specify, among other things: (i) the amounts of such Borrowing; (ii) the requested Disbursement Date of such Borrowing; and (iii) a summary of the specific use of the proceeds of the requested Borrowing. Each notice of optional prepayment shall specify the amount of the Loan to be prepaid and the date of optional prepayment (which shall be a Business Day). The Administrative Agent shall promptly forward a copy of each such notice to the SACE Agent and the Lenders.

4.06 Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Borrower (the “Payor”) prior to the date on which the Payor is to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be made by such Lender or (in the case of the Borrower) a payment to the Administrative Agent for account of one or more of the Lenders (any such payment, a “Required Payment”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may (but shall not be required to), in reliance upon such assumption, make the amount of such payment available to the intended recipient (or recipients) on such date and, if the Payor has not in fact made the Required Payment to the Administrative Agent, the recipient (or recipients) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest on such amount in respect of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day and, if such recipient (or recipients) shall fail promptly to make such payment, the Administrative Agent shall be entitled to recover such amount, on demand, from the Payor, together with interest as provided above; provided, that if neither the recipient (or recipients) nor the Payor shall return the Required Payment to the Administrative Agent within three Business Days of the Advance Date, then, retroactively to the Advance Date, the Payor and the recipient (or recipients) shall each be obligated to pay interest on the Required Payment as follows:

(a) if the Required Payment shall represent a payment to be made by the Borrower to the Lenders, the Borrower and the recipient (or recipients) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Post-Default Rate (and, in case the recipient (or recipients) shall return the Required Payment to the Administrative Agent, without limiting the obligation of the Borrower under Section 3.02 to pay interest to such recipient (or recipients) at the Post-Default Rate in respect of the Required Payment); and

(b) if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to the Borrower, the Payor and the Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the rate of interest provided for such Required Payment pursuant to Section 3.02 (and, in case the Borrower shall return the Required Payment to the Administrative Agent, without limiting any claim the Borrower may have against the Payor in respect of the Required Payment, subject to Section 11.15).

4.07 Sharing of Payments; Etc.

(a) The Borrower agrees that, in addition to (and without limitation of) any right of set-off, banker’s lien or counterclaim a Lender may otherwise have, each Lender shall be entitled, at its option, to offset balances held by it or an Affiliate for account of the Borrower at any of its branches or offices, in Dollars or in any other currency, against any principal of or interest on any of such Lender’s Loans or any other amount payable to such Lender under this Agreement, that is not paid when due (regardless of whether such balances are then due to the Borrower), in which case it shall promptly notify the Borrower and the Administrative Agent of such action; provided, that such Lender’s failure to give such notice shall not affect the validity of such action; and provided further in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.08(c) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

(b) If any Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document or through the exercise of any right of set-off, banker’s lien or counterclaim or similar right or otherwise (other than from the Administrative Agent or any other Agent as provided in this Agreement), and, as a result of such payment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder by the Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due on such Loans or other amounts, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, with the effect that all the Lenders shall share the benefit of such excess payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal of or interest on the Loans or such other amounts, respectively, owing to each of the Lenders; provided, that if at the time of such payment the outstanding principal amount of the Loans shall not be held by the Lenders pro rata in

accordance with their respective Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the last paragraph of Section 11.04), then such purchases of participations or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored.

(c) The Borrower agrees that any Lender so purchasing such a participation (or direct interest) may exercise all rights of set-off, banker’s liens, counterclaims or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in the amount of such participation.

(d) Nothing contained in this Agreement shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set-off to which this Section 4.07 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery on such secured claim.

4.08 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Senior Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Senior Lender is a Defaulting Lender:

(a) such Defaulting Lender will not be entitled to any fees accruing on the unused portion of the Commitment of such Defaulting Lender pursuant to Section 2.04(a) (without prejudice to the rights of the Non-Defaulting Lenders in respect of such fees) (and the Borrower shall not be required to pay any such fee that would otherwise have been required to have been paid to such Defaulting Lender);

(b) The Borrower may terminate the unused amount of the Commitments of a Defaulting Lender upon not less than five (5) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of sub-clause (c) below will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender;

(c) any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees (excluding fees provided in clause (a) above), indemnity payments or other amounts) will not be paid or distributed to such Defaulting

Lender, but will instead be retained by the Administrative Agent until the termination of the Commitments and payment in full of all Obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by applicable law, to the making of payments from time to time in the following order of priority, without duplication: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of post-default interest and then current interest due and payable to the Non-Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, third to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fourth to pay principal then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, fifth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and sixth after the termination of the Commitments and payment in full of all Obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct; and

(d) If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender or a Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts referred to in sub-clause (c) above), such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender.

ARTICLE V

YIELD PROTECTION; ETC.

5.01 Alternate Rate of Interest. If on or prior to the commencement of any Interest Period (an “Affected Interest Period”) with respect to the making (for the purposes of this Section 5.01, a “borrowing”) of a Loan:

(a) the Administrative Agent reasonably determines that adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Interest Period; or

(b) the Administrative Agent is advised by the Majority Lenders that such Lenders have reasonably determined that the LIBO Rate for that Interest Period will not adequately and fairly reflect the cost of making or maintaining the Loans included in such borrowing for such Interest Period;

then the Administrative Agent will give notice of those circumstances to the Borrower and the Lenders by electronic mail, telephone or telecopy as promptly as practicable (“Rate Determination Notice”).

If such notice is given, during the fifteen (15) day period following such Rate Determination Notice, the Administrative Agent shall notify (a “Substitute Basis Notice”) the Borrower of a substitute interest rate basis for the Loans, which amount shall equal the sum of (i) the relevant Applicable Margin plus (ii) the Alternative Base Rate, and shall constitute for purposes of this Agreement the cost to the Lenders of funding or maintaining the Loans (a “Substitute Basis”). The Substitute Basis shall apply in lieu of LIBO Rate to all Interest Periods on or after the first day of the Affected Interest Period, until notified by the Administrative Agent (acting on the behalf of the Majority Lenders declaring pursuant to this Section 5.01, that the circumstances giving rise to that notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practicable) (the “Notice of Cessation”).

It being understood that, for purposes of this Section 5.01, delivery of the Notice of Cessation shall be promptly issued if the Majority Lenders declaring pursuant to this Section 5.01 do not advise the Administrative Agent that the circumstances giving rise to the Rate Determination Notice are continuing at least one (1) Business Day prior to the commencement of the next Interest Period.

5.02 Increased Costs.

(a) If any Change in Law:

(i) imposes or modifies any reserve, special deposit or similar requirements, including any application of the Regulation D requirement, relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender (including any of such Loans or any deposits referred to in the definition of “LIBO Rate” in Section 1.01), or any commitment of such Lender (including the Commitment of such Lender hereunder);

(ii) subjects any Lender to any Taxes (other than (A) Excluded Taxes, (B) Indemnified Taxes and (C) Other Taxes) on its Loans, Commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and/or

(iii) imposes on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender;

and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender under any Financing Document, then the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for the additional costs incurred or reduction suffered (except to the extent the Borrower is excused from payment pursuant to Section 5.05(a)).

(b) If any Lender reasonably determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or (without duplication) on the capital of its holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or its holding company could have achieved but for that Change in Law (taking into consideration such Lender’s and its holding company’s policies with respect to capital adequacy and liquidity), in each case by an amount that such Lender reasonably deems to be material, then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or (without duplication) its holding company for any such reduction suffered (except to the extent the Borrower is excused from payment pursuant to Section 5.05(a)).

(c) To claim any amount under this Section 5.02, a Lender must deliver to the Borrower a certificate, which shall be conclusive absent manifest error, setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, under Section 5.02(a) or Section 5.02(b). The Borrower shall pay such Lender the amount due and payable and set forth on any such certificate within 30 days after its receipt.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 5.02 shall not constitute a waiver of such Lender’s right to demand that compensation; provided that the Borrower will not be obligated to compensate a Lender pursuant to this Section 5.02 for any increased cost or reduction in respect of a period occurring more than 180 days prior to the date on which such Lender obtains knowledge and notifies the Borrower of such Change in Law and such Lender’s intention to claim compensation therefor, except, if the Change in Law giving rise to such increased cost or reduction is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

5.03 Break Funding Payments. In the event of (a) the payment of any principal of any Loan other than on the last day of the Interest Period for that Loan (including under Section 3.03 or Section 3.04 or as a result of an Event of Default), (b) application of Section 5.01, (c) the failure to borrow on the date specified in any Notice of Borrowing or prepay any Loan on the date specified for such prepayment or (d) the assignment of any Loan other than on the last day of its Interest Period as a result of a request by the Borrower pursuant to Section 5.05, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to any such event. Such loss, cost or expense to any Lender shall be deemed to include an amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow for the period that would have been the Interest Period for such Loan) over (ii) the amount of interest that would accrue on such principal amount for that period at the interest rate that such Lender would bid were it to bid, at the

commencement of that period, for Dollar deposits of a comparable amount and period from other banks in the eurodollar market. To claim any amount under this Section 5.03, the Lender must deliver to the Borrower (with a copy to the Administrative Agent) a certificate setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 5.03 (including calculations, in reasonable detail, showing how such Lender computed such amount or amounts). The Borrower shall pay such Lender the amount due and payable and set forth on any such certificate within 30 days after its receipt.

5.04 Taxes.

(a) Any and all payments by or on account of any Secured Obligation (other than any payments under a Permitted Swap Agreement) shall be made free and clear of and without withholding or deduction for any Taxes, unless required by applicable Government Rule. If the Borrower or the applicable withholding agent is required to withhold or deduct any Indemnified Taxes or Other Taxes from those payments and the Borrower cannot assume directly the payment of such Taxes in accordance with Article 47 of the Peruvian Income Tax Act, then (i) the sum payable by the Borrower shall be increased as necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 5.04) each Person entitled thereto receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (ii) the Borrower or the applicable withholding agent shall make those withholdings or deductions and (iii) the Borrower or the applicable withholding agent shall pay the full amount withheld or deducted to the relevant Taxing Authority in accordance with applicable Government Rule.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Taxing Authority in accordance with any applicable Government Rule.

(c) The Borrower shall indemnify the Administrative Agent and each Lender, within thirty (30) days after written demand, for the full amount of any Indemnified Taxes or Other Taxes paid by such Person on or with respect to any payment by or on account of any obligation (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 5.04) and any penalties, interest and reasonable expenses arising from, or with respect to, those Indemnified Taxes or Other Taxes, whether or not those Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Taxing Authority. To claim any amount under this Section 5.04(c), the Administrative Agent or a Lender must deliver to the Borrower a certificate as to the amount of such payment or liability, which shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Taxing Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Taxing Authority evidencing such payment, a copy of the return reporting that payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. Any certification, receipt or other return provided pursuant to this Section 5.04(d) shall separately identify each Person on whose behalf an Indemnified Tax or Other Tax was paid and the portion of any such payment allocable to such Person.

(e) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Secured Obligation (other than any payments under a Permitted Swap Agreement) shall deliver to the Borrower (with a copy to the Administrative Agent), promptly after receipt of any written request to do so, two copies of the properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. Each Lender shall also co-operate in completing any other procedural formalities necessary for that Borrower to obtain authorization to make that payment without withholding or deduction for any Taxes or information on reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(f) If a payment made to a Lender under any Financing Document (other than a Permitted Swap Agreement) would be subject to U.S. federal withholding Tax imposed by FATCA, such Lender shall deliver to the Borrower, the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower, the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower, the Administrative Agent as may be necessary for the Borrower, the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) If any Secured Party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.04 (including by the payment of additional amounts pursuant to this Section 5.04), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Government Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Government Authority) in the event that such indemnified party is required to repay such refund to such Government Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

5.05 Mitigation of Secured Obligations; Replacement of Lenders.

(a) If any Lender requests compensation under Section 5.01(b), Section 5.02 or if the Borrower is required to pay any additional amount to any Lender or any Government Authority for the account of any Lender pursuant to Section 5.04, then such Lender, if requested by the Borrower, will use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Loans or to assign its rights and obligations under the Financing Documents to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.02 or 5.04, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender (i) requests compensation under Section 5.02, if the Borrower is required to pay any additional amount to such Lender or any Government Authority for the account of such Lender pursuant to Section 5.04, or if Section 5.06 becomes applicable to such Lender and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 5.05(a), (ii) is a Defaulting Lender, or (iii) fails to determine that the conditions precedent to any Borrowing are satisfied after the Majority Lenders (or in the case of the initial Borrowing on the Initial Disbursement Date, each other Lender) have determined such conditions precedent have been satisfied with respect to such Borrowing, or if any Lender refuses to give timely consent to an amendment, modification or waiver of the Financing Documents then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions, including required consents, contained in Section 11.06), all its interests, rights and obligations under this Agreement to an assignee that assumes those obligations (which assignee may be another Lender); provided, that (i) such Lender receives payment of an amount equal to the Secured Obligations owing to it from the assignee (to the extent of the outstanding principal, accrued interest and fees included in those Secured Obligations) or the Borrower (in the case of all other amounts so included) and (ii) in the case of any such assignment resulting from a claim for compensation under Section 5.02 or payments required to be made pursuant to Section 5.04, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, as a result of a waiver by such Lender of its right under Section 5.02, 5.04 or 5.06, as applicable, the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply. If a Lender refuses to be replaced pursuant to this Section 5.05 and Section 11.06(b), the Borrower shall not be obligated to pay such Lender any of the compensation referred to in this Section 5.05 or any additional amounts incurred or accrued under this Article V from and after the date that would have been reasonable for such replacement.

5.06 Illegality. In the event that it becomes unlawful or, by reason of a Change in Law, any Lender is unable to honor its obligation to make or maintain the Loans, then such Lender will promptly notify the Borrower of such event (with a copy to the Administrative Agent), (a) such Lender’s obligation to make Loans shall be suspended until such time as such

Lender may again make and maintain Loans and (b) subject to Section 3.04(e) hereof, if such Change in Law shall so mandate, the Borrower shall prepay in full such Lender’s Loans, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement, on or before such date as shall be mandated by such Change in Law.

ARTICLE VI

CONDITIONS PRECEDENT

6.01 Conditions to Closing Date. The occurrence of the Closing Date is subject to receipt by the Administrative Agent of each of the agreements and other documents, and the satisfaction of the conditions precedent, set forth below, each of which shall be (i) in form and substance satisfactory to each Senior Lender, the SACE Agent and the Administrative Agent (with respect to which the Administrative Agent may consult with counsel or the Independent Advisors) and (ii) if applicable, in full force and effect (unless, in each case, waived by each Senior Lender):

(a) Financing Documents. Each of this Agreement, the Tranche C Subordination Agreement, each Fee Letter, the Equity Contribution and Retention Agreement, the Israel Corporation Equity Retention Agreement and the Collateral Agency and Depositary Agreement duly executed and delivered by the intended parties thereto.

(b) Project Documents. Each Project Document set forth on Schedule 7.15(a), each duly executed and delivered by the intended parties thereto, as well as a certificate of an Authorized Officer of the Borrower certifying that:

(i) such Project Documents and any subsequent amendments remain in full force and effect and no default or event of force majeure exists thereunder;

(ii) no Material Adverse Effect has occurred between the execution of such Project Documents and the Closing Date; and

(iii) attached to such certificate is the O&M Framework.

(i) (A) a Certificate of Compliance from the Registrar of Companies, dated as of a recent date, and a certified copy of each of the Foreign Exchange Letter and Tax Assurance Certificate issued by the Registrar of Companies in Bermuda in relation to each of the Inkia Pledgor and the Project Sponsor; and (B) a certificate of good standing (certificado de vigencia) of each of the Borrower and the Quimpac Pledgor, issued by the Peruvian Public Registry no earlier than thirty (30) days prior to the Closing Date;

(ii) a certificate of an Authorized Officer of each Credit Party and Israel Corporation certifying:

(A) (x) that attached to such Person’s certificate is a true and complete copy of such Person’s certificate of incorporation, certificate of formation or pacto de constitución (as the case may be) together with the by-laws, estatutos, operating agreement or other organizational documents (including any amendments thereto) of such Person, as in effect on the date of such certificate, and (y) that such agreements and other organizational documents have not been modified, rescinded or amended and are in full force and effect;

(B) that attached to such certificate is a true and complete copy of resolutions (actas), duly adopted by the authorized governing body of such Person and which have not been modified, rescinded or amended and are in full force and effect, authorizing the execution, delivery and performance of such of the Transaction Documents to which such Person is or is intended to be a party in connection with the Project Development, which (x) in the case of the Quimpac Pledgor and the Borrower shall be duly notarized by a Peruvian notary public, (y) with regard to Pledgors, shall authorize each Pledgor’s commitment to fund, directly or indirectly, an amount not less than the Required Equity Contribution to the Borrower and (z) with regard to Israel Corporation, solely with respect to the execution, delivery and performance of the Israel Corporation Equity Retention Agreement and the Israel Corporation Guarantee; provided, that in the case of Israel Corporation such resolutions shall not be attached to such certificate and shall be maintained in its corporate books;

(C) except in the case of Israel Corporation, as to the incumbency and specimen signature of each officer, member or partner (as applicable) of such Person executing the Transaction Documents to which such Person is or is intended to be a party and each other document to be delivered by such Person from time to time pursuant to the terms thereof (and the Administrative Agent and each Lender may conclusively rely on such incumbency certification until it receives notice in writing from such Person); and

(D) as to (x) the solvency of such Person or (y) the absence of any resolution or legal proceeding for the bankruptcy, winding-up, insolvency, reorganization or any general arrangement with the creditors of such Person or for the appointment of any receiver, administrator, liquidator or any similar officer in insolvency proceedings.

(d) Authorized Officer’s Certificate. A certificate of an Authorized Officer of the Borrower certifying that: (i) each of the representations and warranties of the Borrower contained in Article VII is true and correct on and as of the Closing Date, (ii) no Default or Event of Default has occurred and is continuing as of the Closing Date and no Default or Event of Default will result from the consummation of the transactions contemplated by the Transaction Documents and (iii) no Material Adverse Effect has occurred and is continuing between December 30, 2011 and the Closing Date.

(e) Project Development.

(i) Project Construction Budget and Schedule. The Project Construction Budget and Schedule, certified as such by an Authorized Officer of the Borrower.

(ii) Base Case Forecast. The Base Case Forecast, dated as of the Closing Date, certified as such by an Authorized Officer of the Borrower as to the satisfaction of the Debt Sizing Parameters, as agreed to with the Independent Engineer. The Borrower shall have caused the Model Auditor to have reviewed the mathematical integrity and the tax assumptions of the Base Case Forecast and the Model Auditor shall have issued for the benefit of the Senior Lenders a report thereon.

(iii) Government Approvals. All Government Approvals required pursuant to any Government Rule for the then-current stage of Project Development, which are are listed on Schedule 7.05(a), have been obtained and complied with and continue to be complied with in all material respects.

(iv) Interconnection Arrangements. A copy of a transmission plan, certified as such by an Authorized Officer of the Borrower (the “Transmission Plan”).

(f) Reports and Bring-Down Certificates of the Independent Advisors. Evidence that each of the Independent Advisors shall have been appointed and together with each of the following:

(i) Independent Engineer. Recent report of the Independent Engineer on the Project favorably reviewing (among other matters reviewed at the request of the Administrative Agent or the Lenders): (A) the technical and economic feasibility of the Project, (B) the reasonableness and consistency of the Project Construction Budget and Schedule, the Material Project Documents and the assumptions related to the costs and operating performance of the Project, (C) the reasonableness of the assumptions underlying the Base Case Forecast delivered pursuant to Section 6.01(e)(ii), and (D) the O&M Framework and the Transmission Plan. In addition, the Independent Engineer shall provide a bring-down certificate, dated no more than ten (10) days prior to the Closing Date and form and substance reasonably acceptable to the Administrative Agent, to the effect that it is not aware of any act, event or condition that has occurred since the date of such report that materially adversely affects the information and conclusions set forth therein and entitling the Administrative Agent to rely upon the findings of the Independent Engineer as set forth in the report.

(ii) Independent Environmental and Social Consultant. A recent Environmental and Social Consultant’s Report by the Independent Environmental and Social Consultant, in form and substance reasonably acceptable to the Administrative Agent, and a certification from the Independent Environmental and Social Consultant that all actions set forth in the Action Plan required to have occurred prior to the Closing Date hereto have been satisfied. In addition, the Independent Environmental and Social Consultant shall provide a bring-down certificate, dated no more than ten (10) days prior to the Closing Date and in form and substance reasonably acceptable to the Administrative Agent, to the effect that it is not aware of any act, event or condition that has occurred since the date of such Environmental and Social

Consultant’s Report that materially adversely affects the information and conclusions set forth in such report and entitling the Administrative Agent to rely upon the findings of the Independent Environmental and Social Consultant as set forth in such report.

(iii) Independent Insurance Consultant. A recent report from the Independent Insurance Consultant confirming, among other things, that the insurance policies provided pursuant to and in accordance with Section 8.05 and Schedule 8.05 are typical for undertakings similar to the Project, are in full force and effect, and that such policies otherwise conform in all material respects with the requirements specified in the Financing Documents. In addition, the Independent Insurance Consultant shall provide a bring-down certificate, dated no more than ten (10) days prior to the Closing Date and in form and substance reasonably acceptable to the Administrative Agent, to the effect that it is not aware of any act, event or condition that has occurred since the date of such report that materially adversely affects the information and conclusions set forth in such report and entitling the Administrative Agent to rely upon the findings of the Independent Insurance Consultant as set forth in such report.

(iv) Independent Market Consultant. A recent report from the Independent Market Consultant in form and substance reasonably acceptable to the Administrative Agent. In addition, the Independent Market Consultant shall provide a bring-down certificate, dated no more than ten (10) days prior to the Closing Date and in form and substance reasonably acceptable to the Administrative Agent, to the effect that it is not aware of any act, event or condition that has occurred since the date of such report that materially adversely affects the information and conclusions set forth in such report and entitling the Administrative Agent to rely upon the findings of the Independent Market Consultant as set forth in such report.

(g) Opinions of Counsel. Duly executed opinions, dated as of the Closing Date (or in the case of sub-clause (vii)(A) below, dated as of a recent date), of each counsel listed below and addressed to the Senior Lenders:

(i) Opinion of New York Counsel to the Credit Parties. An opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties.

(ii) Opinion of Peruvian Counsel to the Borrower. An opinion of Miranda & ▇▇▇▇▇, special Peruvian counsel to the Borrower.

(iii) Opinion of Peruvian Counsel to the Quimpac Pledgor. An opinion of Rebaza, Alcazar & De las ▇▇▇▇▇, special Peruvian counsel to the Quimpac Pledgor.

(iv) Opinion of Bermuda Counsel to the Project Sponsor and the Inkia Pledgor. An opinion of ▇▇▇▇▇▇▇ (Bermuda) Limited, special Bermuda counsel to the Project Sponsor and the Inkia Pledgor.

(v) Opinion of New York Counsel to the Administrative Agent. An opinion of Milbank, Tweed, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent.

(vi) Opinion of Peruvian Counsel to the Administrative Agent. An opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ Abogados, special Peruvian counsel to the Senior Lenders.

(vii) Opinion of Counsel to the EPC Contractor.

(A) An opinion of Estudio Legale Corapi, counsel to Astaldi, S.p.A. with respect to the EPC Contract; and

(B) An opinion of in-house counsel to GyM S.A. with respect to the EPC Contract.

(viii) Opinion of Counsel to Israel Corporation. An opinion of Gornitzky & Co., special Israeli counsel to Israel Corporation.

(h) Financial Statements. (i) Copies of the most recent unaudited and audited financial statements of the Credit Parties (other than with respect to the Inkia Pledgor), in each case prepared in accordance with the Accounting Principles of such Person and certified as such by an Authorized Officer of the relevant Credit Party, (ii) to the extent not publicly available, copies of the most recent unaudited and audited financial statements of Israel Corporation, in each case prepared in accordance with the Accounting Principles of Israel Corporation and certified as such by an Authorized Officer of Israel Corporation and (iii) to the extent available to the Borrower, the most recent audited financial statements of each of the EPC Contractor, ▇▇▇ del Sur S.A.A., Edelnor S.A.A., Edecañate S.A. and ElectroPeru (it being understood by the parties hereto that, notwithstanding anything to the contrary herein, delivery of any financial statements described in this clause (iii) shall not be an express or implied representation or warranty by any Credit Party as to the accuracy or completeness thereof or as to any other matter set forth therein).

(i) “Know Your Customer” and Anti-Money Laundering Rules and Regulations. Documentation and other information required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, shall have been received by the Agents, and shall include the following: (i) each Credit Party’s registered legal address, operational address (if applicable) and mailing address, (ii) (A) if a Credit Party is a United States person as defined in the Code, such Credit Party’s United States Internal Revenue Service Form W-9 or any successor applicable form or (B) if a Credit Party is not a United States person as defined in the Code, such Credit Party’s United States Internal Revenue Service Form W-8ECI or W-8BEN or successor applicable form, as the case may be, (iii) each Credit Party’s certificate of formation and applicable organizational documents (including amendments thereto), (iv) a list of directors of each Credit Party or list of such persons controlling the Borrower, (v) certified copies of passports, to be delivered solely to those Lenders who request such documentation, of at least five (5) Authorized Officers of each Credit Party, including (A) each individual executing the Financing Documents, Borrowing Certificates and Notices of Borrowing on behalf of such Credit Party and (B) each such Authorized Officer’s residential address, (vi) an executed resolution or other such documentation stating who is authorized to open an account for the Borrower, (vii) an ownership diagram that shows each level of ownership of each Credit Party, including an

accompanying overview describing such Credit Party’s ownership structure and names of principals, senior managers and shareholders in such ownership structure and (viii) in respect of Israel Corporation and each Credit Party, a list of the two largest ultimate beneficial owners and any ultimate beneficial owner with an interest of 15% or more in such Person, including, as applicable, proof of the residential address of any ultimate beneficial owner who is a natural person.

(j) Appointment of Process Agent; Independent Accounting Firm.

(i) A Process Agent Acceptance delivered by each Credit Party to irrevocably appoint the Process Agent to receive service of process under the Financing Documents; and (ii) satisfactory evidence that the Borrower has appointed the Auditor as its independent accounting firm and has authorized such firm to communicate directly with the Administrative Agent.

(k) Payment of Fees. Payment of all or any portion of such fees and expenses then due and payable by the Borrower under this Agreement, including pursuant to Sections 2.04, 11.03, and the Fee Letters.

(l) Insurance.

(i) Insurance Policies. Certificates of insurance evidencing the existence of all insurance required to be maintained by the Borrower pursuant to Section 8.05 and Schedule 8.05 and the designation of the Trustee as the sole loss payee (acting on the behalf of the Secured Parties) and the Administrative Agent as additional named insured thereunder to the extent required by Section 8.05, such certificates to be in such form and contain such information as is specified in Section 8.05.

(ii) Broker’s Letter of Undertaking. A Broker’s Letter of Undertaking by an Acceptable Insurance Broker to the Borrower, dated as no more than ten (10) days prior to the Closing Date, duly executed and delivered and that sets forth the insurance obtained in accordance with the requirements of Section 8.05 and Schedule 8.05 and stating that such insurance (A) has been obtained and in each case is in full force and effect, (B) that such insurance materially complies with Section 8.05 and Schedule 8.05 and (C) that all premiums then due and payable on all insurance required to be obtained by the Borrower have been paid.

6.02 Conditions to the Initial Disbursement Date. The occurrence of the Initial Disbursement Date is subject to receipt by the Administrative Agent of each of the agreements and other documents, and the satisfaction of the conditions precedent, set forth below, each of which shall be (i) in form and substance satisfactory to each Senior Lender, the Administrative Agent (with respect to which the Administrative Agent may consult with counsel or the Independent Advisors) and the SACE Agent and (ii) if applicable, in full force and effect (unless, in each case, waived by each Senior Lender):

(a) Transaction Documents.

(i) Each Financing Document duly executed and delivered (except to the extent previously delivered pursuant to Section 6.01(a) and the Transmission Concession Mortgage Agreement) by the intended parties thereto and no Default or Event of Default has occurred and is continuing thereunder; provided, that if the Borrower cannot deliver a fully executed Consent and Agreement with respect to any material PPA, the Borrower shall deliver a certificate from an Authorized Officer certifying that the Borrower has used commercially reasonable efforts to deliver such Consent and Agreement, including a description in reasonable detail of the efforts undertaken (including (i) arranging a meeting between the PPA counterparty, the relevant Government Authorities (if any) and any Senior Lenders who have requested to participate in such meeting and (ii) providing a draft of the appropriate Consent and Agreement to the PPA counterparty).

(ii) Each Project Document set forth on Schedule 7.15(b), each duly executed and delivered by the intended parties thereto, as well as a certificate of an Authorized Officer of the Borrower certifying that such Project Documents and any subsequent amendments remain in full force and effect and no material default or event of force majeure exists thereunder.

(iii) The Shareholders’ Agreement duly executed and delivered by the Pledgors.

(b) Closing Certificates.

(i) A certificate of an Authorized Officer of the Borrower certifying that: (A) each of the representations and warranties of the Borrower contained in Article VII is true and correct on and as of the Initial Disbursement Date (or such earlier date in the case of any representation and warranty given as an earlier date), (B) no Default or Event of Default has occurred and is continuing as of the Initial Disbursement Date and no Default or Event of Default will result from the consummation of the transactions contemplated by the Transaction Documents, (C) no Material Adverse Effect has occurred and is continuing between the Closing Date and the Initial Disbursement Date and (D) except for the parcels of real property and easements set forth on Schedule 8.10, the Collateral is subject to the perfected first priority Lien (subject only to Permitted Liens) and the security interest established pursuant to the Security Documents required to be delivered pursuant to Section 6.02(a).

(ii) A certificate of an Authorized Officer of each Credit Party and Israel Corporation certifying that: (A) each of the representations and warranties of such Credit Party in each Transaction Document that such Credit Party is party to is true and correct on and as of the Initial Disbursement Date (or such earlier date in the case of any representation and warranty given as an earlier date) and (B) no “default” or “event of default” howsoever defined in each Transaction Document that such Credit Party, or Israel Corporation, is party to has occurred and is continuing as of the Initial Disbursement Date and no “default” or “event of default” will result from the consummation of the transactions contemplated by the Transaction Documents.

(i) Construction Report. A Construction Report for the Project delivered by the Borrower in the form contemplated in Section 8.19 and dated the date of the initial Borrowing Certificate.

(ii) Environmental and Social Monitoring Report. An Environmental and Social Monitoring Report delivered by the Borrower and dated the date of the initial Borrowing Certificate.

(iii) Government Approvals. All Government Approvals required pursuant to any Government Rule necessary for the then-current stage of Project Development, which are listed on Schedule 7.05(b), have been obtained and complied with and continue to be complied with in all material respects.

(iv) Property Rights. Evidence (including access to copies of sale and purchase agreements, easement agreements and ministerial resolutions recognizing or imposing easements referred to in Schedule 8.20) that all land rights, rights of way or easement rights required for the then-current stage of Project Development have been obtained and are free and clear of any limitation or restriction (other than Permitted Liens).

(d) Bring-Down Certificates of the Independent Advisors.

(i) Independent Engineer. A bring-down certificate, dated no earlier than the date of the initial Notice of Borrowing, to the effect that it is not aware of any act, event or condition has occurred since the Closing Date that materially adversely affects the information and conclusions set forth in its report delivered pursuant to Section 6.01(f)(i) and entitling the Administrative Agent to rely upon the findings of the Independent Engineer as set forth in the report.

(ii) Independent Environmental and Social Consultant. A bring-down certificate, dated no earlier than the date of the initial Notice of Borrowing, to the effect that it is not aware of any (A) failure to comply with the Action Plan or (B) act, event or condition that has occurred since the Closing Date that materially adversely affects the information and conclusions set forth in its report delivered pursuant to Section 6.01(f)(ii) and entitling the Administrative Agent to rely upon the findings of the Independent Environmental and Social Consultant as set forth in the report.

(iii) Independent Insurance Consultant. A bring-down certificate, dated no earlier than the date of the initial Notice of Borrowing, to the effect that it is not aware of any act, event or condition that has occurred since the Closing Date that materially adversely affects the information and conclusions set forth in report delivered pursuant to Section 6.01(f)(iii) and entitling the Administrative Agent to rely upon the findings of the Independent Insurance Consultant as set forth in the report.

(iv) Independent Market Consultant. A bring-down certificate, dated no earlier than the date of the initial Notice of Borrowing, to the effect that it is not aware of any act, event or condition that has occurred since the Closing Date that materially adversely affects the information and conclusions set forth in report delivered pursuant to Section 6.01(f)(iv) and entitling the Administrative Agent to rely upon the findings of the Independent Market Consultant as set forth in the report.

(e) First Priority Lien; Filings, Registrations and Recordings.

(i) First Priority Lien. Each of the Security Documents delivered pursuant to Section 6.02(a) are in full force and effect and are effective to create and perfect a first ranking security interest in the Collateral, except for the liens in respect of the parcels of real property and easements set forth on Schedule 8.20.

(ii) Search Reports. A search report for the applicable jurisdiction, including (x) “Certificado de Búsqueda Catastral” of all the area of the Project (including the Transmission Line) and (y) “Certificado Negativo ▇▇ ▇▇▇▇▇▇ y Gravámenes” of each piece of real property acquired for the Project, in the case of sub-clause (y), only to the extent such parcel of real property has been previously registered in the public registry in the Borrower’s name, dated a date reasonably near to the Initial Disbursement Date and searching the applicable central filing offices in the jurisdiction of each Credit Party’s organization and in the recorder of deeds in Washington, D.C., USA, listing all effective financing statements (or comparable documentation in the relevant jurisdiction) which name any Credit Party (under their respective present names or any previous name) as a debtor, together with copies of such financing statements (or comparable documentation in the relevant jurisdiction) that evidence (A) Liens to be terminated on or prior to the Initial Disbursement Date (if any), (B) Permitted Liens or (C) in the case of the Pledgors, Liens not part of the Collateral.

(iii) Filings, Registrations and Recordings. Satisfactory evidence that all filings, registrations, notarizations, public deeds (escrituras públicas) and/or recordings required by applicable law, and listed on Schedule 6.02(e)(iii), for the validity, perfection and priority (to the extent possible under applicable law) of the security interests contemplated by the Security Documents delivered pursuant to Section 6.02(a) have been made in the relevant jurisdiction, except for the liens in respect of the parcels of real property and easements set forth on Schedule 8.20.

(iv) Fees and Taxes. Evidence that all filing, recordation, subscription and inscription fees and all recording and other similar fees, and all recording, stamp and other taxes and other expenses related to such filings, registrations and recordings, in each case as listed on Schedule 6.02(e)(iv), necessary for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents have been paid in full by or on behalf of the Credit Parties.

(v) Powers of Attorney. The Borrower shall have delivered (or, in the case of the Share Pledge Agreement, shall have caused the Pledgors to deliver) to the Onshore Collateral Agent duly executed public deeds (escrituras públicas) of the Powers of Attorney, duly registered in the applicable Peruvian Public Registries and in full force and effect.

(f) Bring-Down Opinions of Counsel. Favorable bring-down opinions with respect to the opinions from the counsel referred to in Section 6.01(g), addressed to the recipients of each of the original opinions and otherwise each in form and substance satisfactory to the Senior Lenders and the Administrative Agent (with respect to which the Administrative Agent, on behalf of the Lenders, may consult with counsel).

(g) Corporate Bring-Down Documents. A bring-down certificate executed by an Authorized Officer of each Credit Party and Israel Corporation with respect to each of the certificates provided by such Credit Party or Israel Corporation in Section 6.01(c), including with respect to Israel Corporation’s certificate, as to the incumbency and specimen signature of each officer executing the Transaction Documents to which Israel Corporation is or is intended to be a party and each other document to be delivered by Israel Corporation from time to time pursuant to the terms thereof (and the Administrative Agent and each Lender may conclusively rely on such incumbency certification until it receives notice in writing from Israel Corporation).

(h) Insurance.

(i) Insurance. All insurance for the Project shall be in full force and effect and certificates of insurance with respect to the insurance policies required by Section 8.05 and Schedule 8.05 in respect of the Project, together with evidence of the payment of all premiums therefor which are then due and payable, shall have been delivered.

(ii) Broker’s Letter of Undertaking. A Broker’s Letter of Undertaking by an Acceptable Insurance Broker to the Borrower, dated no earlier than the date of the initial Notice of Borrowing, duly executed and delivered and that sets forth the insurance obtained in accordance with the requirements of Section 8.05 and Schedule 8.05 and stating that such insurance (A) has been obtained and in each case is in full force and effect, (B) that such insurance materially complies with Section 8.05 and Schedule 8.05 and (C) that all premiums then due and payable on all insurance required to be obtained by the Borrower have been paid.

(i) Hedging Agreements.

(i) Executed copies of (x) each ISDA 2002 Master Agreement, together with the ISDA Schedule thereto, and (y) a confirmation with an effective trade date no later than ten (10) Business Days thereafter, in respect of the Interest Rate Protection Agreements, between the Permitted Swap Providers and the Borrower, on terms and conditions in accordance with Section 8.15(a).

(ii) Executed copies of (x) each ISDA 2002 Master Agreement, together with the ISDA Schedule thereto and (y) a confirmation with an effective trade date no later than ten (10) Business Days thereafter, in respect of the Currency Rate Protection Agreements, between the Currency Swap Coordinators and the Borrower on terms and conditions in accordance with Section 8.15(b).

(iii) Executed copies of each Secured Party Addition Agreement executed by the Permitted Swap Providers.

(j) Accounts Established. Evidence of the establishment of the Project Accounts.

(k) Required Equity Contribution. To the extent that the Required Equity Contribution has not been funded in full prior to the Initial Disbursement Date, one or more Acceptable Letters of Credit in an amount equal to the unfunded balance of the Required Equity Contribution.

(l) Contingent Equity Contribution. Contingent Equity Credit Support in an amount equal to the Maximum Contingent Equity Contribution.

(m) Tranche C Equity Support. One or more Acceptable Letters of Credit in an amount equal to the Aggregate Tranche C Loan Commitment.

(n) [Reserved]

(o) Tranche D.

(i) SACE Policy. The SACE Agent shall have received the SACE Policy, duly executed and delivered by the parties thereto, which shall be in full force and effect.

(ii) SACE Reimbursement Agreement. The SACE Reimbursement Agreement duly executed and delivered by the intended parties thereto and no Default or Event of Default has occurred and is continuing thereunder.

(iii) Eligible Contractors. The Eligible Contractor shall have irrevocably acknowledged and agreed for the benefit of the Borrower and the Tranche D Lenders that amounts owing to it under the Eligible Contract that qualify as Eligible Costs shall be paid directly to its account specified in the notice referenced in Section 6.04(e)(i), except where such amounts are applied to the reimbursement of the Borrower in accordance with Section 8.09(c).

(iv) SACE Premium. SACE shall have been paid (or will be paid with the proceeds of such initial Tranche D Loans) the portion of the SACE Premium as set forth in the SACE Reimbursement Agreement.

(v) Payment of Costs and Expenses. SACE shall have been paid any costs, expenses or liabilities reasonably incurred by SACE relating to the Project that have been invoiced and submitted to the Borrower no later than ten (10) Business Days prior to the Initial Disbursement Date.

(vi) Indemnity Letter. The SACE Agent shall have received from the Eligible Contractor an indemnity letter (“Accordo di Manleva a Garanzia”), duly executed and delivered by SACE and the Eligible Contractor.

(vii) Legal Opinion. A duly executed opinion addressed to the SACE Agent, dated as of the Initial Disbursement Date, of special Italian counsel acceptable to the Tranche D Lenders in respect of the SACE Policy.

(viii) Incumbency Certificate of the Eligible Contractor. An executed certificate delivered by an Authorized Officer of the Eligible Contractor as to the incumbency and specimen signature of each Person authorized to execute the Exporter Declarations.

6.03 Conditions to All Borrowings. The obligation of the Lenders to make any Loan (including the initial Loan) is subject to the satisfaction on the date of such Borrowing of the conditions precedent set forth below in form and substance reasonably satisfactory to the Administrative Agent and the SACE Agent, unless in each case waived by the Administrative Agent at the direction of the Majority Lenders:

(a) Notice of Borrowing.

(i) The Agents shall have received from the Borrower a Notice of Borrowing conforming to the requirements of Section 2.02 and Section 4.05; and

(ii) Solely in respect of the Initial Disbursement Date, DEG and FMO shall have each received an original copy of the initial Notice of Borrowing prior to the Initial Disbursement Date.

(b) Borrowing Certificate. The Administrative Agent and the Independent Engineer shall have received, at least four (4) Business Days prior to the date of the Notice of Borrowing, a Borrowing Certificate, which shall be substantially in the form attached as Exhibit B-1.

(c) Payment of Fees. Payment of all or any portion of such fees and expenses then due and payable by the Borrower under this Agreement, including pursuant to Sections 2.04, 11.03, the Fee Letters and the SACE Reimbursement Agreement.

(d) Payment of Project Costs. The amount of each Borrowing requested by the Borrower on the date of the Borrowing Certificate shall not exceed the Project Costs attributable to the Project Development, due and to be paid on or prior to the date of such Borrowing Certificate or reasonably expected to be due or incurred (i) within the next forty-five (45) days succeeding the date of such Borrowing Certificate or (ii) in respect of the final Borrowing, within the period until the Project Completion Date, (each of (i) and (ii) without duplication of any other Borrowing previously made in respect of such Project Development); provided, that as of the date of such Borrowing Certificate, no cost overruns shall have occurred and be continuing which could reasonably be expected to result in Project Costs in excess of funds available to pay such Project Costs.

(e) Evidence of Project Costs. The Administrative Agent and the Independent Engineer shall have received (i) a copy of all invoices and related documentation issued under the EPC Contract (or other invoices and supporting documentation in connection with the payment of any other Project Costs) which the Borrower intends to pay with such Loan, (ii) projections of invoices expected to be received (A) in respect of all Borrowings except the final Borrowing, within forty-five (45) days after the date of the applicable Borrowing Certificate or (B) in respect of the final Borrowing, within the period from the date of the applicable Borrowing Certificate until the Project Completion Date, in connection with Project Costs which the Borrower intends to pay with such Loan, in each case not less than five

(5) Business Days prior to the date of the Notice of Borrowing, as applicable, as evidence of the Project Costs related to the applicable Borrowing Certificate and (iii) together with all Lien waivers from the EPC Contractor, including with respect to work performed by subcontractors, delivered in accordance with Section 14.1.3 of the EPC Contract and in respect of all work completed under the EPC Contract as of the date of such Borrowing; provided, that the Borrower shall (x) submit a cumulative status of all such Project Costs paid up to and including as of the relevant Borrowing Certificate demonstrating that all amounts borrowed pursuant to the preceding Borrowing Certificate were used to pay Project Costs or (y) reduce the amount of the Loans requested pursuant to the current Notice of Borrowing, as applicable, in an amount equal to the Loan proceeds and Equity not previously expended.

(f) Independent Engineer’s Certificate. The Administrative Agent shall have received a certificate of the Independent Engineer, substantially in the form of Exhibit C-3 and dated no earlier than the date of the relevant Borrowing Certificate and no later than the date of the relevant Notice of Borrowing, reasonably satisfactory to the Administrative Agent, and confirming each of the following: (i) the progress of construction of the Project is proceeding substantially in accordance with or ahead of the Project Construction Budget and Schedule, (ii) appropriate personnel have been retained by the Borrower to oversee all major civil works then-currently under construction, (iii) the current utilization of previous Borrowings with respect to the Project, (iv) the existence of sufficient committed funds needed to achieve the Commercial Operation Date, the Actual Project Acceptance Date and Project Completion (v) the funds to be drawn are to be used for approved Project Costs consistent with the terms of the applicable Financing Documents and the EPC Contract and (vi) the Project is reasonably expected to achieve the Required Final Taking-Over Date.

(g) Independent Environmental and Social Consultant. The Administrative Agent shall have received a certificate from the Independent Environmental and Social Consultant, substantially in the form of Exhibit C-4 and dated no earlier than the date of the relevant Borrowing Certificate and no later than the date of the relevant Notice of Borrowing, reasonably satisfactory to the Administrative Agent, and confirming each of the following: (i) full compliance with the Action Plan and (ii) no act, event or condition that has occurred since the Closing Date that materially adversely affects the information and conclusions set forth in its Environmental and Social Consultant’s Report delivered pursuant to Section 6.01(f)(ii).

(h) Government Approvals. All Government Approvals required pursuant to any Government Rule necessary (unless the requirement therefor has been waived in writing by the applicable Government Authority) for the then-current stage of the Project Development (as set forth in Schedule 7.05(a), (b) and (c)) have been obtained and complied with and continue to be complied with in all material respects.

(i) Borrower’s Certificate. A certificate of an Authorized Officer of the Borrower certifying that: (i) each of the representations and warranties of the Borrower contained in Article VII is true and complete in all respects as of the date of such certificate (or such earlier date in the case of any representation and warranty given as an earlier date), (ii) no Default or Event of Default has occurred as of the date of such certificate and is continuing and no Default or Event of Default will result from the proposed Borrowing contemplated by such

certificate, (iii) in the case of any Borrowing after the Initial Disbursement Date, no Material Adverse Effect has occurred and is continuing since the previous Borrowing, (iv) the Collateral is subject to the perfected first priority Lien (subject only to Permitted Liens) established pursuant to the Security Documents required to be delivered pursuant to Section 6.02(a) of this Agreement, (v) no Event of Abandonment has occurred, (vi) that the Project is reasonably expected to achieve the Final Taking-Over Date prior to the Required Final Taking-Over Date and that sufficient funds exist in order to achieve the Project Completion Date by the Required Project Completion Date.

(j) Required Equity Contribution.

(i) The Borrower shall have certified that it has received Equity in such an amount so that the Debt to Equity Ratio is not greater than 65:35. For the purposes of such certification, the Required Equity Contribution shall be deemed contributed to the Borrower if evidence of payment satisfactory to the Administrative Agent and the Independent Engineer of Project Costs by or on behalf of the Borrower shall have been received by the Administrative Agent and the Independent Engineer and the Administrative Agent and the Independent Engineer shall have received copies of all invoices and other evidence of Project Costs paid with the Required Equity Contribution and such documentation shall be in form and substance reasonably satisfactory to the Administrative Agent and Independent Engineer.

(k) E&S Management System. The Borrower shall have certified that it and the Operator are implementing their E&S Management System diligently and in accordance with the timetable described in the Action Plan.

(l) Pro Rata Disbursement. The Borrowing is made pro rata among the Tranche A Loans, Tranche B Loans, Tranche C Loans and the Tranche D Loans.

(m) Environmental and Social Conditions. The Administrative Agent shall not have received a written notice delivered by FMO or DEG, dated at least four (4) Business Days prior to the Disbursement Date set forth in the relevant Notice of Borrowing, setting forth their determination (acting reasonably) that the Borrower is not in compliance with its obligations set forth in Sections 8.04, 8.09, 8.30 and 8.33.

(n) COFIDE Guarantees. Any COFIDE Guarantee duly executed and delivered by COFIDE to a Senior Lender shall continue to be in full force and effect, unless the same is not in full force and effect as a consequence of any act or omission of any Senior Lender party to such COFIDE Guarantee or COFIDE.

6.04 Conditions to All Tranche D Borrowings. The obligation of the Tranche D Lenders to make any Tranche D Loan (including the initial Tranche D Loan) is subject to the satisfaction on the date of such Borrowing of the conditions precedent set forth below in form and substance reasonably satisfactory to the SACE Agent, unless in each case waived by the SACE Agent at the direction of the Majority Tranche D Lenders:

(a) Common Conditions. The prior satisfaction or waiver of each of the conditions precedent set forth in Section 6.02 and Section 6.03 of this Agreement.

(b) SACE Policy. The SACE Policy shall continue to be in full force and effect, unless the same is not in full force and effect as a consequence of any act or omission of any Tranche D Lender, SACE or the SACE Agent.

(c) Declarations. The SACE Agent shall have received from the Borrower and/or the Eligible Contractor, as the case may be (including with respect to all attachments thereto) and in each case certified by an Authorized Officer of the Borrower and/or the Eligible Contractor, as applicable, as being complete, true and correct: (i) a complete SACE Facility Payment Request, (ii) a copy of the duly executed Eligible Contract, (iii) duly executed and completed exporter declarations (“Dichiarazione dell’Esportatore”) with respect to the Eligible Costs specifying the origin of the subject equipment, supplies, goods and/or services in the form set out in Exhibit K (an “Exporter Declaration”), (iv) copies of all relevant commercial invoices (countersigned by the Borrower), which evidence that the Borrower is required to pay for such equipment, supplies, goods or services constituting such Eligible Costs, and (v) copies of all other documents and certificates required to be submitted by the applicable Eligible Contractor to the Borrower in connection with the invoicing of such Eligible Costs pursuant to the terms of the Eligible Contract.

(d) SACE Agent review. The SACE Agent shall have reviewed the documents described in clause (c) above and have determined such documentation to be complete and in good order so that the requested Tranche D Loans would be eligible for the cover under the SACE Policy.

(e) Eligible Contractor.

(i) In the event any Tranche D Loans are requested for the purposes set forth in Section 8.09(b)(i) or (ii), the SACE Agent shall have received notice from the Eligible Contractor specifying the account(s) into which payment shall be made.

(ii) The Eligible Contractor shall not have assigned or delegated its obligations under the Eligible Contract to any other Person, nor shall the Eligible Contractor have merged into any other Person, unless in any such case SACE shall have provided its written consent thereto.

(f) SACE Premium. SACE shall have been paid (or will be paid with the proceeds of the related Tranche D Loans) the portion of the SACE Premium related to such Tranche D Loans as set forth in the SACE Reimbursement Agreement.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants to the Lenders that:

7.01 Existence. It is a sociedad anónima duly formed, validly existing and in good standing under the laws of Peru and is duly qualified to do business as a foreign corporation in all other places where necessary in light of the business it conducts and the

Property it owns and intends to conduct and own and in light of the transactions contemplated by the Transaction Documents, except for where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect. No filing, recording, publishing or other act by the Borrower that has not been made or done is necessary in connection with the existence or good standing of the Borrower.

7.02 Financial Condition. The financial statements of the Borrower furnished to the Administrative Agent pursuant to Section 6.01 and 8.01 (as applicable), are in each case true, complete and correct and fairly present in all material respects the financial condition of the Borrower as of the date thereof, all in accordance with its Accounting Principles (subject to normal year-end adjustments). As of such date of such financial statements, the Borrower has no material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in such financial statements or as arising solely from the execution and delivery of the Transaction Documents.

7.03 Action. It has full power, authority and legal right to execute and deliver, and to perform its obligations under, the Transaction Documents to which it is or is intended to be a party. The execution, delivery and performance by the Borrower of each of the Transaction Documents to which it is or is intended to be a party have been duly authorized by all necessary action on the part of the Borrower. Except for any Project Documents that are not required to be entered into pursuant to this Agreement as of the date of the making of this representation, each of the Transaction Documents to which the Borrower is a party has been duly executed and delivered by such Person and is in full force and effect and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms and admissible in evidence in the courts of Peru, except (i) as limited by general principles of equity and bankruptcy, insolvency and similar laws and (ii) with respect to customary procedural requirements in connection with such court proceeding, including translation of those Transaction Documents which are not executed in Spanish by an official translator.

7.04 No Breach. The execution, delivery and performance by the Borrower of each of the Transaction Documents to which it is or is intended to be a party do not and will not: (a) require any consent or approval of any Person that has not been obtained and remains in full force and effect (other than Government Approvals that are not required to be obtained for the then relevant stage of the Project Development), (b) violate any provision of any Government Rule or Government Approval applicable to the Borrower or the Project, (c) violate, result in a breach of or constitute a default under (i) any Transaction Document to which the Borrower is a party or by which it or its Property may be bound or affected or (ii) any certificate of formation, operating agreement or other constitutive document of the Borrower or (d) result in, or create any Lien (other than a Permitted Lien) upon or with respect to any of the Properties now owned or hereafter acquired by the Borrower.

7.05 Government Approvals; Government Rules.

(a) All material Government Approvals for the Project that have been obtained by or on behalf of the Borrower (including all material Government Approvals that have been obtained by the EPC Contractor) for the benefit of the Project, as of the Closing Date are set forth on Schedule 7.05(a). All Government Approvals set forth on Schedule 7.05(a) have been duly obtained, were validly issued, are in full force and effect, and are not the subject of any pending appeal and all applicable appeal periods have expired (except Government Approvals which do not have limits on appeal periods under Government Rules or appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower or the EPC Contractor as indicated on such Schedule 7.05(a) and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect with respect to such Project or (ii) the Borrower does not reasonably expect the Borrower or the EPC Contractor (as applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Project Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect with respect to the Project. No Material Adverse Effect, with respect to the Project could reasonably be expected to result from any such Government Approvals being held by or in the name of Persons other than the Borrower.

(b) All material Government Approvals for the Project to be obtained or amended by or on behalf of the Borrower, together with all material Government Approvals to be obtained by the EPC Contractor for the benefit of the Project, prior to the Initial Disbursement Date are set forth on Schedule 7.05(b) (as updated from time to time as mutually agreed in writing between the Borrower and the Administrative Agent). No Material Adverse Effect with respect to the Project could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower.

(c) All material Government Approvals not obtained or amended as of the Initial Disbursement Date, as applicable, but necessary for the Project Development or for the performance by any Material Project Party of any of its obligations under any Transaction Document to be obtained by or on behalf of the Borrower, together with all material Government Approvals that have been obtained by the EPC Contractor or any other third party for the benefit of the Project, after the Initial Disbursement Date, are set forth on Schedule 7.05(c) or (d) (as updated from time to time as mutually agreed in writing between the Borrower and the Administrative Agent). No Material Adverse Effect with respect to the Project could reasonably be expected to result from any such Government Approvals being obtained in the name of Persons other than the Borrower.

(d) As of any date after the Closing Date on which this representation and warranty is made or deemed made, all Government Approvals required to be held by the Borrower, EPC Contractor or, if applicable, any Operator for the then current stage of Project Development or for the performance by any Material Project Party of any of its obligations under any Transaction Document, have been duly obtained or amended, as applicable, and validly issued, are in full force and effect, are not the subject of any pending or threatened appeal (except appeals which could not reasonably be expected to have a Material Adverse Effect, with respect to the Project), are held in the name of the Borrower, EPC Contractor or, if applicable, any Operator and are free from conditions or requirements which (i) could reasonably be expected to have a Material Adverse Effect, with respect to the Project or (ii) the Borrower does not reasonably expect the Borrower, EPC Contractor or Operator (as

applicable) to be able to satisfy on or prior to the commencement of the relevant stage of Project Development or on the date set forth in the Transaction Documents with respect thereto, as the case may be, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to result in a Material Adverse Effect, with respect to the Project.

(e) The Borrower has no reason to believe that any Government Approvals which have not been obtained by the Borrower or the EPC Contractor as of the Closing Date, but which shall be required to be obtained in the future by the Borrower or the EPC Contractor for the Project Development or for the performance by any Material Project Party of any of its obligations under any Transaction Document, shall not be obtained in due course on or prior to the commencement of the appropriate stage of Project Development for which such material Government Approval or prior to the date set forth in the Transaction Documents with respect thereto, as the case may be, would be required or shall contain any condition or requirements, the compliance with which could reasonably be expected to result in a Material Adverse Effect with respect to the Project or which the Borrower does not expect the Borrower or the relevant third party (as the case may be) to satisfy on or prior to the commencement of the appropriate stage of Project Development, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect, with respect to such Project. The Project, if constructed in accordance with the Project Construction Budget and Schedule, and otherwise developed as contemplated by the Material Project Documents, will conform to and comply with all covenants, conditions, restrictions and reservations in the applicable Government Approvals and all applicable Government Rules except where any such non-compliance could not reasonably be expected to result in a Material Adverse Effect with respect to the Project.

(f) The Borrower, each Credit Party and the Kallpa Operator (to the extent a Kallpa O&M Agreement has been executed and not terminated in accordance with the terms of this Agreement) is in compliance in all material respects with all Government Rules and Government Approvals required for the then-current stage of Project Development.

7.06 Proceedings. There is (a) no action, suit or proceeding at law or in equity or by or before any Government Authority or arbitral tribunal now pending or, to the Borrower’s Knowledge, threatened against any Credit Party, the Kallpa Operator (to the extent a Kallpa O&M Agreement has been executed and not terminated in accordance with the terms of this Agreement) or the Project or with respect to any Material Project Document or Government Approval related to the Project and (b) no existing default by any Credit Party or the Kallpa Operator (to the extent a Kallpa O&M Agreement has been executed and not terminated in accordance with the terms of this Agreement) under any applicable order, writ, injunction or decree of any Government Authority or arbitral tribunal, which in the case of clause (a) or (b) could reasonably be expected to result in a Material Adverse Effect, with respect to the Project.

7.07 Environmental and Social Matters. Except as otherwise specified in Schedule 7.07 to this Agreement:

(a) The Project, insofar as its development, design, engineering, procurement, construction, commissioning, testing, start-up, finance, ownership, operation and maintenance are concerned, complies and has been in compliance at all times with (i) all Environmental and Social Laws and Government Approvals, including, for the avoidance of doubt, the Environmental and Social Standards, required for such Project under any Environmental and Social Laws and has not at any time violated and will not violate any Environmental and Social Laws or Government Approvals required for the Project under any Environmental and Social Laws except for any such non-compliance or violation that could not reasonably be expected to have a material adverse environmental or social effect attributable to the Project and (ii) the Environmental and Social Standards.

(b) The Project, insofar as its development, design, engineering, procurement, construction, commissioning, testing, start-up, finance, ownership, operation and maintenance are concerned, has obtained and continuously maintained and maintains, in full force and effect, all Government Approvals required by the relevant Government Authorities for such Project under Environmental and Social Laws, and there are and will be no ongoing, pending, or, to the Borrower’s Knowledge, threatened actions to challenge, revoke, cancel, terminate, limit or modify any such Government Approvals, except for any failure to obtain or maintain in full force and effect or actions to challenge, revoke, cancel, terminate, limit or modify that could not reasonably be expected to have a material adverse environmental or social effect attributable to the Project.

(c) There are no facts, circumstances, conditions or occurrences regarding the past or present operations or conditions of the Project, including the presence of, Release or threatened Release of Hazardous Materials, that reasonably could form the basis of a material Environmental and Social Claim or cause the Project to be subject to any material restrictions arising under any Environmental and Social Law that in either case would materially hinder or restrict the Borrower from occupying or operating the Project as intended under the Material Project Documents (excluding restrictions on the transferability of Government Approvals upon the transfer of ownership of assets subject to such Government Approval).

(d) There are (i) no past Environmental and Social Claims or (ii) no pending or, to the Borrower’s Knowledge, threatened Environmental and Social Claims, in each case against the Project, or against the Borrower, the Operator or the Project Sponsor with respect to the Project, that could reasonably be expected to have a Material Adverse Effect with respect to the Project.

(e) There are no material written environmental investigations, studies, audits, reviews or other analyses relating to the development, design, specification, engineering, procurement, construction, commissioning, testing, start-up, finance, ownership, operation or maintenance of the Project that are known to or within the possession or control of, the Borrower, the Kallpa Operator (to the extent a Kallpa O&M Agreement has been executed and not terminated pursuant to the terms of this Agreement) or the Project Sponsor, which have not been provided to the Administrative Agent.

(f) To the Borrower’s Knowledge, there are no material social or environmental risks or issues in relation to the Project, or the Borrower’s or the Operator’s activities relating thereto, other than those expressly identified and to the extent described in the Action Plan or the Environmental and Social Consultant’s Report.

7.08 Taxes. No Person that owns or has owned (directly or indirectly) an interest in the Borrower that is treated as equity for U.S. federal income tax purposes is a “United States person” within the meaning of Code Section 7701(a)(30), except for any Person that may own (directly or indirectly) an interest in the Borrower through a public company that owns an indirect interest in the Borrower. The Borrower has timely filed or caused to be filed all material Tax returns and reports required to have been filed (or has obtained a lawful extension of the deadline therefor). As of the Closing Date and as of the Initial Disbursement Date in respect of each Loan, the Borrower has paid and discharged all material Taxes imposed on or payable by the Borrower, including, but not limited to, Taxes on income or profits or on any of the Borrower’s Property and Taxes required to be withheld and paid with respect to payments or allocations to employees, independent contractors, equity holders or otherwise except Taxes being Contested. There are no Liens for Taxes on any asset of the Borrower other than any Permitted Liens. The Borrower is not liable for Taxes of any other Person, whether by contract, by operation of law (including as a successor) or otherwise.

7.09 Tax Status. The Borrower is not subject to U.S. federal, state or local income tax. Neither the execution and delivery of this Agreement nor the other Transaction Documents nor the consummation of any of the transactions contemplated hereby or thereby shall affect such status. No Taxes are required to be withheld or deducted on any payment to be made by or on account of any obligation of the Borrower hereunder by reason of the place of organization, management or activities of (i) any Person owning an Equity Interest (either directly or indirectly) in the Borrower or (ii) any Person acting on behalf of the Borrower.

7.10 ERISA; ERISA Event; Labor Relations.

(a) The Borrower does not sponsor, contribute to, maintain, or have any liability with respect to any employee benefit plan or program that is subject to ERISA. No event has occurred, and no condition exists, that could subject the Borrower, either directly or be reason of its affiliation with an ERISA Affiliate, to any Lien or material liability imposed by Title IV of ERISA. To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable law and has been maintained, where required, in good standing with applicable regulatory authorities and the Borrower has not incurred any material liability therewith, except to the extent that any such non-compliance or liability could not reasonably be expected to result in a Material Adverse Effect.

(b) The Borrower is not a party to, nor has any obligation under, any labor, collective bargaining or other employment agreement, or any other agreement that may subject the Borrower or any of its Affiliates to liability under any Government Rule in any relevant jurisdiction concerning labor, employment, wages or worker benefits.

7.11 Nature of Business; Property.

(a) The Borrower has not engaged in any business other than the Project as contemplated by the Transaction Documents.

(b) The Borrower has legal, valid title to all its Property and such Property is not subject to any Liens other than Permitted Liens. As of the Closing Date, the Borrower has legal, valid title to ninety-seven percent (97%) of the Property located in the Project Areas (as defined in the EPC Contract) that is required for the Project Development.

7.12 Security Documents. On and after the Initial Disbursement Date, the provisions of the Security Documents then delivered are effective to create, in favor of the Collateral Agents and the Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Collateral purported to be covered thereby, and all necessary recordings and filings have been made, or will be made on the Initial Disbursement Date and the date of each subsequent Borrowing, in all necessary public offices, and all other necessary and appropriate action has been taken, including sending notices to each applicable Project Party pursuant to Section 8.20(h), so that each such Security Document creates a perfected Lien on and security interest in all right, title and interest of the Borrower in the Collateral covered thereby, prior and superior to all other Liens and all necessary and appropriate consents to the creation, perfection and enforcement of such Liens have been obtained from each of the parties to the Material Project Documents, except Liens that have priority pursuant to any applicable Government Rule.

7.13 Subsidiaries. The Borrower has no Subsidiaries.

7.14 Status; Investment Company Regulation. The Borrower is not an “investment company” or a company “Controlled” by an “investment company” within the meaning of the Investment Company Act of 1940 or an “investment adviser” within the meaning of the Investment Advisers Act of 1940.

7.15 Contracts; Project Documents; Licenses.

(a) Set forth on Schedule 7.15(a), (b) and (c), as applicable (as the same may be updated from time to time and attached to any Borrowing Certificate delivered pursuant to Section 6.03(b)), is a list of all Material Project Documents to which the Borrower is a party as of the date this representation is made, or by which it or its properties are bound (including all amendments, supplements, waivers, letter agreements, interpretations and other documents amending, supplementing or otherwise modifying or clarifying such agreements and instruments).

(b) As of the Closing Date, all Material Project Documents that have been entered into on or prior to the Closing Date by any Credit Party in connection with the construction and operation of the Project as contemplated by the Transaction Documents are listed on Schedule 7.15(a) and are in full force and effect (except for the expiration of any Material Project Document in accordance with its terms and not as a result of a breach or a default thereunder).

(c) The Material Project Documents in effect on the Closing Date and the Additional Project Documents entered into in accordance with this Agreement, constitute and include all contracts and agreements relating to the Project other than Non-Material Project Documents and other than the Financing Documents, and the Borrower is not a party to any contract or agreement that is not a Project Document. There are no material contracts, services, materials or rights (other than Government Approvals) required for the then-current stage of the Project Development other than those granted by, or to be provided to the Borrower pursuant to, the Material Project Documents. The Administrative Agent has received a certified copy of each Material Project Document (other than those that are not required to be delivered as of the date of the making of this representation) as in effect on the date of its delivery to the Administrative Agent and each amendment, modification or supplement to each such Material Project Document permitted pursuant to Section 8.20. None of the Material Project Documents has been materially Impaired, and all of the Material Project Documents (other than those that are not required to be entered into pursuant to this Agreement as of the date of the making of this representation or that have been cancelled or terminated as permitted under this Agreement) are in full force and effect. All conditions precedent to the obligations of the Borrower under the Material Project Documents have been satisfied or waived except for such conditions precedent which need not and cannot be satisfied until a later stage of Project Development. No Material Project Party is in default of any material covenant or material obligation set forth in any Material Project Document and no condition has occurred that would become such a default with the giving of notice or lapse of time.

(d) All representations, warranties and other factual statements made by each Credit Party or the Kallpa Operator (to the extent a Kallpa O&M Agreement has been executed and has not been terminated pursuant to the terms of this Agreement) in the Material Project Documents to which such Person is a party are true and correct in all material respects on the date made.

(e) Except as set forth on Schedule 7.15(e) and as permitted pursuant to Section 8.16 hereto, the Borrower does not have any Indebtedness outstanding and has not entered into any credit agreement, loan agreement, indenture, purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit). Except as set forth on Schedule 7.15(e), no undischarged Liens have been filed, and the Borrower has not received any notices of Liens, in connection with any work performed or agreement listed on Schedule 7.15, except for the Permitted Liens.

(f) As of any date on which this representation is made or deemed repeated, there have been no Change Orders under the EPC Contract for the Project with respect to which a funding has been made or is being requested, other than Change Orders made prior to the Closing Date and listed on Schedule 7.15(f) or as otherwise permitted to Section 8.20(e) and (f).

(g) The Borrower, the relevant Credit Party or the Kallpa Operator (to the extent a Kallpa O&M Agreement has been executed and not has not been terminated pursuant to the terms of this Agreement) owns, or is licensed to use all rights under, all patents, patent applications, trademarks, trade names, service marks, copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the current stage of Project Development (the “Intellectual Property”), except for those the failure to own

or license which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No claim has been asserted and is pending by any Person challenging or questioning (i) the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any Credit Party know of any valid basis for any such claim, or (ii) the conduct of any Credit Party in its business as allegedly infringing the rights of any Person, nor does any Credit Party know of any valid basis for any such claim or allegation; except for such claims and allegations of infringement that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

7.16 Use of Proceeds. No part of the proceeds of any Loan will be used for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock or to extend credit to others for such purpose. Disclosure. Neither this Agreement nor any Financing Document nor any reports, financial statements, certificates or other written information (including all information provided pursuant to Section 6.01(g)) furnished to the Agents or the Lenders by or on behalf of the Borrower in connection with the negotiation of, and the extension of credit under, this Agreement and the other Financing Documents and the transactions contemplated by the Material Project Documents or delivered to the Administrative Agent or the Lenders hereunder or thereunder (as modified or supplemented by other information so furnished) contains any untrue statement of a material fact or omits to state a material fact (known to the Borrower in the case of any documents not furnished by it) in each case, necessary to make the statements contained herein or therein, taken as a whole, in light of the circumstances under which they were made, not misleading; provided, that with respect to any projected financial information, forecasts, estimates, or forward-looking information, including that contained in the Project Construction Budget and Schedule, the Base Case Forecast and the Updated Base Case Forecast, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time and is subject to the uncertainties that are inherent in any projections, and the Borrower makes no representation as to the actual attainability of any projections set forth in the Base Case Forecast and the Updated Base Case Forecast, the Project Construction Budget and Schedule, or any such other items listed in this sentence. Without limiting the generality of the foregoing, no representation or warranty is made by the Borrower as to any information or material provided to the Borrower, the Administrative Agent or the Lenders by the Independent Advisors (except to the extent such information or material originated with the Borrower).

7.18 Legal Form. Each Financing Document is, and the Notes when duly executed and delivered by the Borrower will be, in proper legal form under the laws of Peru for the enforcement thereof against the Borrower under such law; and to ensure the legality, validity, enforceability or admissibility in evidence of any Financing Document in Peru (except for the official translation into Spanish of any such document by an official translator), it is not necessary that such Financing Document or any other document be filed or recorded with any court or other authority in Peru or that any stamp or similar tax be paid on or in respect of such Loan Document.

7.19 Fees. The Borrower has no obligation to any Person in respect of any finder’s, advisory, broker’s or investment banking fee other than fees payable under this Agreement and the Fee Letters, the SACE Reimbursement Agreement or as set forth in the Project Construction Budget and Schedule or fees and expenses payable to the Borrower’s legal counsel.

7.20 Insurance. All insurance required to be obtained by the Borrower has been obtained and is in full force and effect and complies with Section 8.05 and Schedule 8.05, and all premiums then due and payable on all such insurance have been paid, and to the Borrower’s Knowledge, all insurance required to be obtained by a Material Project Party pursuant to a Material Project Document has been obtained and is in full force and effect and materially complies with Section 8.05 and Schedule 8.05.

7.21 No Material Adverse Effect. There are no facts or circumstances which, individually or in the aggregate, have resulted or could reasonably be expected to result in a Material Adverse Effect since December 31, 2011.

7.22 Absence of Default. No Default or Event of Default has occurred and is continuing.

7.23 Event of Force Majeure. The Borrower has not delivered or received any notice of any Event of Force Majeure which has not been disclosed in writing to the Administrative Agent other than any Event of Force Majeure that could not reasonably be expected to have a Material Adverse Effect.

7.24 Sanctionable Practices; Prohibited Activities. Neither the Borrower, nor any of its Affiliates, nor any Person acting on its or their behalf, has committed or engaged in, with respect to the Project or any transaction contemplated by this Agreement, any Sanctionable Practice.

(b) Neither the Borrower, nor any of its Affiliates, nor any Person acting on its or their behalf, are engaged in Prohibited Activities.

7.25 Ownership.

(a) The Borrower’s Equity Interests are held by the following Persons in the following proportions as at the Closing Date:

(i) Inkia Holdings (Kallpa) Limited, 74.9%; and

(ii) Quimpac Pledgor, 25.1%.

(b) There are no call options, purchase options or similar rights of any Person (other than the Pledgors’ rights thereto) in respect of such Equity Interests, except for Permitted Liens and other rights provided for in the Financing Documents.

7.26 Separateness.

(a) The Borrower maintains separate bank accounts and separate books of account from the other Credit Parties and the Kallpa Operator (to the extent a Kallpa O&M Agreement has been executed pursuant to the terms of this Agreement). The separate liabilities

of the Borrower are readily distinguishable from the liabilities of each Affiliate of the Borrower, including the Credit Parties and the Kallpa Operator (to the extent a Kallpa O&M Agreement has been executed pursuant to the terms of this Agreement) (except to the extent otherwise contemplated by the Transaction Documents).

(b) The Borrower conducts its business solely in its own name in a manner not misleading to other Persons as to its identity.

7.27 Foreign Assets Control Regulations.

(a) Neither the Borrower’s Borrowing of the Loans nor its use of the proceeds thereof will violate in any material respect (i) the United States Trading with the Enemy Act of October 6, 1917, as amended, (ii) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, (iii) Executive Order No. 13224, 66 Fed. Reg. 49,079 (2001), issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism) (the “Terrorism Order”), (iv) any Anti-Money Laundering Laws, (v) the Comprehensive Iran Sanctions, Accountability, and Divestment Act (CISADA) of 2010 or (vi) any similar Government Rules issued by the United Nations Security Council or any United Nations Security Council Sanctions Committee in relation to embargoes or the fight against terrorism. No part of the proceeds from the Loans hereunder will be used, directly or, to the Borrower’s Knowledge, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in material violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or any similar Government Rule in Peru or any other relevant jurisdiction.

(b) Neither the Borrower nor any other Credit Party (i) is a “blocked person” or entity described in Schedule 1 of the Terrorism Order or described in such United States Treasury Department foreign assets control regulations or (ii) engages in any dealings or transactions, nor is any such Person otherwise associated, with any such blocked person or entity.

(c) To the Borrower’s Knowledge, none of the Shareholder Contributions or the Tranche C Loans are provided out of funds of Illicit Origin.

ARTICLE VIII

COVENANTS

The Borrower covenants and agrees with the Lenders and the Administrative Agent that until the Termination Date:

8.01 Reporting Requirements. The Borrower shall deliver to the Administrative Agent commencing after the end of the first fiscal quarter after the Closing Date (except in the case of paragraphs (c) through (e) below, which notices shall be delivered as stated therein):

(a) as soon as available and in any event within forty-five (45) days after the end of each of the first three quarterly fiscal periods of each Fiscal Year of the Borrower, unaudited statements of income and cash flows of the Borrower for such period and for the period from the beginning of the respective Fiscal Year to the end of such period and the related balance sheet as at the end of such period, setting forth in each case in comparative form the corresponding figures for the preceding Fiscal Year, each accompanied by a certificate of an Authorized Officer of the Borrower, which certificate shall state that such financial statements are complete and correct in all material respects and present fairly the financial condition and results of operations of the Borrower, in accordance with the Accounting Principles of the Borrower, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);

(b) as soon as available and in any event within ninety (90) days after the end of each Fiscal Year of the Borrower, audited statements of income, Pledgors’ equity and cash flows of the Borrower for such year and the related balance sheets as at the end of such year, setting forth in each case, in comparative form the corresponding figures for the preceding Fiscal Year, each accompanied by an unqualified opinion of an Auditor, which opinion shall state that such financial statements are complete and correct in all material respects and present fairly the financial condition and results of operations of the Borrower as at the end of, and for, such Fiscal Year in accordance with the Accounting Principles of the Borrower;

(c) promptly after an Authorized Officer of the Borrower knows or has reason to believe that a Default or Event of Default has occurred, a notice of such event describing the same in reasonable detail and, together with such notice or as soon thereafter as possible, a description of the action that the Borrower has taken or proposes to take with respect to such event giving rise to such Default or Event of Default;

(d) promptly upon delivery to MINEM, copies of all notices and other documents required to be delivered from time to time pursuant to the terms of the Investment Agreement and the Definitive Generation Concession Agreement;

(e) promptly upon (i) delivery to another Material Project Party pursuant to a Material Project Document, copies of all material notices or other material documents delivered to such Material Project Party by the Borrower relating to facts or circumstances that could reasonably be expected to have a Material Adverse Effect and (ii) such documents becoming available, copies of all material notices or other material documents received by the Borrower (x) pursuant to any Material Project Document or (y) from MINEM, OSINERGMIN, ▇▇▇, MINAM and the Peruvian Ministry of Culture, in each case relating to facts or circumstances that could reasonably be expected to have a Material Adverse Effect (such as any notice or other document relating to a failure by the Borrower to perform any of its material covenants or material obligations under such Material Project Document, termination of a Material Project Document or a force majeure event under a Material Project Document, but excluding any notice provided in the ordinary course of business);

(f) A certificate of the Independent Engineer, in form and substance satisfactory to the Administrative Agent, delivered sixty (60) days after the end of each of Fiscal Year of the Borrower certifying that the (i) Kallpa O&M Agreement or (ii) the Borrower O&M Plan, as the case may be, is in full force and effect, confirming that (x) the Kallpa Operator or the Borrower, as the case may be, is operating the Project in all material respects in accordance with Good Industry Practices, (y) the Project is achieving the performance benchmarks set forth on Schedule 1.01(B) hereto and (z) that no material adverse developments with respect to the operation and maintenance of the Project have occurred; provided that if such review does not identify any such material adverse developments with respect to the operation and maintenance of the Project during the first three (3) years of the term of the Kallpa O&M Agreement or the Borrower O&M Plan, as the case may be, there shall be no further reporting obligation pursuant to this paragraph (f);

(g) as soon as available and in any event within (i) forty-five (45) days after the end of each quarterly fiscal period of the first Fiscal Year of the Borrower after the Initial Disbursement Date and (ii) forty-five (45) days after the end of each semi-annual period of each Fiscal Year of the Borrower after the Fiscal Year described in sub-clause (i) above until the first quarterly fiscal period subsequent to the Project Completion Date, an Environmental and Social Consultant’s Report, in form and substance satisfactory to the Administrative Agent, describing compliance and, in the event of any material non-compliance, the corrective actions that are being, or will be taken, to address non-compliance by the Project with the Environmental and Social Standards and the Action Plan during the preceding quarter prepared by the Independent Environmental and Social Consultant, and certified by the Independent Environmental and Social Consultant that such report was prepared in accordance with Principle 7 of the Equator Principles;

(h) as soon as available and in any event within ninety (90) days after the end of each Fiscal Year of the Borrower subsequent to the Project Completion Date, an Environmental and Social Consultant’s Report, in form and substance satisfactory to the Administrative Agent, describing compliance and, in the event of any material non-compliance, the corrective actions that are being, or will be taken, to address non-compliance by the Project with the Environmental and Social Standards and the Action Plan during the preceding Fiscal Year prepared by the Independent Environmental and Social Consultant, and certified by the Independent Environmental and Social Consultant that such report was prepared in accordance with Principle 7 of the Equator Principles;

(i) (i) an updated Base Case Forecast shall be delivered by the Borrower, after giving effect to the transactions contemplated by the Permitted Swap Agreements entered into pursuant to this Agreement, on a date that is no earlier than fourteen (14) Business Days prior to the Initial Disbursement Date and in any case, no later than fourteen (14) Business Days after the Initial Disbursement Date, to reflect historical information and updated projections made in good faith and believed to be reasonable at such time (“Updated Base Case Forecast”), in form and substance acceptable to the Lenders and (ii) the Borrower shall have caused the Model Auditor to issue for the benefit of the Lenders a report (x) reviewing the Updated Base Case Forecast and (y) confirming the implementation by the Borrower of the recommendations set forth in the report delivered pursuant to Section 6.01(e)(ii), which such report is acceptable in form and substance to the Senior Lenders;

(j) at the time it furnishes each set of financial statements pursuant to paragraph (a) or (b) above, a certificate of an Authorized Officer of the Borrower to the effect that (i) no Default or Event of Default has occurred and is continuing (or, if any Default or Events of Default has occurred and is continuing, describing the same in reasonable detail and describing the action that the Borrower has taken and proposes to take with respect to such Default or Event of Default), (ii) setting out in reasonable detail the calculations for computing the financial ratios set forth in Section 8.31 for the relevant period and stating that such calculations were made, in each case, in good faith and were based on assumptions believed to be reasonable at the time made, (iii) a description in reasonable detail of any material variation between the application of Accounting Principles employed in the preparation of such statement and the application of Accounting Principles employed in the preparation of the immediately preceding annual or quarterly financial statements, (iv) reasonable estimates of the difference between such statements arising as a consequence of any such difference and (v) attaching, to the extent not publicly available, copies of the most recent unaudited and audited financial statements of Israel Corporation, in each case prepared in accordance with the Accounting Principles of Israel Corporation and certified as such by an Authorized Officer of Israel Corporation; and

(k) as soon as available and in any event within ninety (90) days after the end of each quarterly fiscal period of each Fiscal Year, beginning with the first Fiscal Year of the Borrower after the Initial Disbursement Date, a copy of the appropriate entry of the Borrower’s corporate books that evidences the accounting entry of the Interest Expense for such quarterly period.

(l) Promptly upon the request of any Lender or Agent, the Borrower shall supply, or procure the supply of, such additional documentation and other evidence as is requested by such Lender or Agent (for itself or on behalf of any Lender or prospective Lender) in order for such Lender, Agent or any prospective Lender) to carry out and be satisfied with the results of all necessary “know your customer” or other checks in relation to the Borrower under all applicable laws and regulations pursuant to the transactions contemplated in this Agreement and the other Financing Documents.

8.02 Maintenance of Existence; Etc. The Borrower shall preserve and maintain (a) its legal existence as a sociedad anónima and (b) all of its material licenses, rights, privileges and franchises necessary for the Project.

8.03 Compliance with Government Rules; Etc.

(a) The Borrower shall comply in all respects with all applicable Government Rules and shall from time to time obtain and renew, and shall comply in all material respects with, Government Approvals as are or in the future shall be necessary for the Project under applicable Government Rules, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

(b) Except as provided in paragraph (c) below, the Borrower shall not petition, request or take any legal or administrative action that seeks to amend, supplement or modify any Government Approval in any respect, unless such amendment, supplement or modification could not reasonably be expected to result in a Material Adverse Effect.

(c) The Borrower shall issue such notices of transfer and shall take such other actions as the Administrative Agent, acting for the benefit of itself and the Lenders, reasonably requests, without undue expense or delay, to secure for the Administrative Agent and the Lenders the benefit of each Government Approval related to the Project set forth on Schedule 7.05(a) and, when obtained, Schedule 7.05(b) through (d) upon the exercise of remedies under the Security Documents.

(d) By no later than October 25, 2014, the Borrower shall obtain the following Government Approvals:

(i) an amendment to the Definitive Generation Concession Agreement in order to, at a minimum, (x) increase the capacity of the Project to 525 MW and (y) revise the construction milestone scheduled included therein;

(ii) The Transmission Concession; and

(iii) the Interconnection Agreement.

(e) Within forty-five (45) days of receiving the Transmission Concession, the Borrower shall execute the Transmission Concession Mortgage Agreement.

(f) The Borrower shall provide evidence of the submission (including copies thereof) to MINEM of all required documentation for the application of the amendment, which shall be in form and substance satisfactory to the Administrative Agent (acting at the direction of the Supermajority Lenders) to the Definitive Generation Concession no later than three (3) months after the receipt of the amendment to the Environmental Impact Assessment.

(g) If at any time (i) a relevant Government Authority determines that: (a) a Municipal Building Permit is required for the construction of the powerhouse and any other edificación in the Project; and (b) a municipal license to operate (licencia de funcionamiento) is required to operate the powerhouse and any other edificación, (in both cases as confirmed by a court of competent authority pursuant to a final judgment) or (ii) the failure to have a Municipal Building Permit or a municipal license to operate, has an adverse impact upon the Project (as determined by the Supermajority Lenders acting reasonably), the Borrower shall, as soon as reasonably possible, but in any case no later than one (1) year from the earlier of (i) or (ii) above, either (x) obtain such Municipal Building Permit or such municipal license to operate, or (y) demobilize any personnel operating the Project from the powerhouse and commence remote operation of the Project solely via a PC-based client server running SCADA software for remote control such that such Municipal Building Permit or municipal license to operate is not required; provided that, in the event that any relevant Government Authority has informed the Borrower that a Municipal Building Permit or a municipal license to operate is required, the Borrower shall have asked for such Government Approval or timely initiated appropriate administrative or court proceedings to obtain an injunction or other judicial relief to suspend any enforcement actions by such Government Authority; and provided, further, if the Supermajority Lenders determine that such adverse impact described in sub-clause (ii) above has ceased to exist prior to the end of such one (1) year period, the Borrower shall not be required to comply with the obligations set forth in (x) or (y).

(h) If at any time (i) a relevant Government Authority determines that a Municipal Transmission Permit is required for the Transmission Line (as confirmed by a court of competent authority pursuant to a final judgment) or (ii) the failure to have a Municipal Transmission Permit has an adverse impact upon the Project (as determined by the Supermajority Lenders acting reasonably), the Borrower shall, as soon as reasonably possible, but in any case no later than one (1) year from the earlier of (i) or (ii) above, obtain such Municipal Transmission Permit; provided that, in the event that any relevant Government Authority has informed the Borrower that a Municipal Transmission Permit is required, the Borrower shall have asked for such Government Approval or timely initiated appropriate administrative or court proceedings to obtain an injunction or other judicial relief to suspend any enforcement actions by such Government Authority; and provided, further, that if the Supermajority Lenders determine that such adverse impact described in sub-clause (ii) above has ceased to exist prior to the end of such one (1) year period, the Borrower shall not be required to comply with the obligations set forth in this sub-clause (h).

8.04 Environmental and Social Compliance.

(a) The Borrower shall (i) comply in all material respects, and cause the development, design, engineering, procurement, construction, commissioning, testing, start-up, finance, ownership, operation maintenance and all other aspects of the Project to be at all times in compliance in all material respects with all Environmental and Social Laws and with applicable requirements of the Action Plan and the Environmental and Social Standards, (ii) obtain, maintain in full force and effect and at all times comply in all material respects with any Government Approvals required for any of the foregoing under any Environmental and Social Laws, (iii) enforce any contractual rights it has under the EPC Contract to require any Material Project Party’s compliance in all material respects with Environmental and Social Laws, and applicable requirements of Government Approvals in relation to the Project, (iv) conduct and complete any investigation, study, monitoring, sampling and testing, and undertake any corrective, cleanup, removal, response, remedial or other action necessary to identify, report, remove and clean up any material Releases or threatened Releases of Hazardous Materials at, on, in, under or from the operation of the Project, to the extent required by and in material compliance with the applicable requirements of all Environmental and Social Laws, the Action Plan and the Environmental and Social Standards and (v) maintain adequate financial assurance or guarantees as required under Environmental and Social Laws with respect to the Project.

(b) The Borrower shall deliver to the Administrative Agent (i) notice of (A) any pending or threatened material Environmental and Social Claim with respect to the Project, including any actions to challenge, revoke, cancel, terminate, limit or modify any Government Approval and (B) information that in the reasonable opinion of the Borrower could be expected to lead to such a material Environmental and Social Claim, in either case promptly upon obtaining knowledge thereof, describing the same in reasonable detail, together with such notice, or as soon thereafter as possible, a description of the action that the Borrower has taken or proposes to take with respect thereto and, thereafter, from time to time, such

detailed reports with respect thereto as the Administrative Agent may reasonably request and (ii) promptly upon their becoming available, copies of written communications with any Government Authority relating to any such material Environmental and Social Claim and any such other matter as is reported to the Administrative Agent pursuant to this Section 8.04.

(c) The Borrower shall ensure, and shall maintain a senior officer of the Borrower with management responsibility to ensure, the continuing operation and maintenance of the E&S Management System in all material respects to assess and manage the Project and its social and environmental performance in compliance with the applicable requirements of the Environmental and Social Standards and all Environmental and Social Laws.

(d) An Authorized Officer of the Borrower shall deliver to the Administrative Agent and the Independent Environmental and Social Consultant, (i) prior to Project Completion, within thirty (30) days after the end of each quarterly fiscal period and (ii) on and after Project Completion, within sixty (60) days after the end of each Fiscal Year, an Environmental and Social Monitoring Report in connection with the Project (commencing on the Initial Disbursement Date).

(e) The Borrower shall not amend or supplement the Action Plan or any other documents related to or developed in connection with the Environmental and Social Standards in any material respect without the prior written consent of the Administrative Agent (acting at the direction of the Majority Lenders together with DEG and FMO).

(f) The Borrower shall within three (3) days after its occurrence, to the extent it has knowledge thereof or has received notice thereof, notify the Administrative Agent of any social, labor, health and safety, security or environmental incident, matter, accident, Release or circumstance having, or which could reasonably be expected to have a Material Adverse Effect, specifying in each case the nature of the incident, accident, or circumstance and the impact or effect arising or likely to arise therefrom, and the measures the Borrower, the Operator or the Project Sponsor is taking or plans to take to address them and to prevent any future similar event; and keep the Administrative Agent informed of the on-going implementation of those measures.

(g) With respect to the environmental, health and safety or social matters described in the foregoing provisions of this Section 8.04 relating to the EPC Contractor and its subcontractors, the Borrower shall be deemed to have satisfied its obligations hereunder relating thereto to the extent it (i) uses all commercially reasonable efforts, within the limitations of its contractual rights, to cause the EPC Contractor and the subcontractors to comply at all times with the foregoing covenants which are applicable to them during the period prior to Project Completion, (ii) reasonably monitors the EPC Contractor’s and its subcontractors’ compliance with the foregoing in a diligent and appropriate manner and (iii) diligently enforces its contractual rights in the event of sustained or material noncompliance therewith, including retaining a replacement EPC Contractor or subcontractors reasonably acceptable to the Administrative Agent, should that be necessary.

(h) In the event and to the extent that the Equator Principles, as applicable to the Project, are materially amended after the date of this Agreement, upon the Administrative Agent’s written notice to the Borrower of such changes, the Borrower agrees to use commercially reasonable efforts to cause the Project to comply in a commercially reasonable time frame with any such material changes to the Equator Principles.

8.05 Insurance; Events of Loss.

(a) Compliance with Insurance Requirements. The Borrower shall (i) at all times comply with all insurance requirements set forth in any Material Project Document with respect to such Project, and (ii) enforce the obligations of the EPC Contractor or the Operator with respect to insurance requirements applicable to such Material Project Parties under the respective Material Project Documents.

(b) Insurance Maintained During Operations. The Borrower shall, to the extent commercially available at reasonable terms (as confirmed by the Independent Insurance Consultant or otherwise agreed by the Administrative Agent), maintain or cause to be maintained (for, among others, its benefit and for the benefit of the Trustee on behalf of the Secured Parties) the insurance policies specified in Schedule 8.05, such insurance policies to be maintained commencing on the date or dates and for the duration specified in such schedule or such later date or dates approved by the Administrative Agent (following consultation with the Independent Insurance Consultant).

(c) Insurance Maintained by the Borrower. The Borrower shall procure at its own expense and maintain in full force and effect insurance of types and amounts as agreed with the Lenders, including but not limited to physical loss or damage coverage, as set forth in Schedule 8.05 to this Agreement. All insurance set forth in Schedule 8.05 shall be maintained with (i) insurers that have a credit rating of “A-” or better by S&P or (ii) to the extent that any insurance is procured from insurers with a credit rating lower than “A-” from S&P, the Borrower shall be required to procure, and maintain in full force and effect, qualified reinsurance in a corresponding amount of such insurance and approved by the Administrative Agent (following consultation with the Independent Insurance Consultant).

(d) Additional Insured’s and Loss Payee. The Administrative Agent, for the benefit of the Senior Lenders, shall be named as additional insured under policies of general liability insurance, property insurance, revenue protection and indemnity insurance and the Trustee, for the benefit of the Secured Parties, shall be named as sole loss payee, under all physical loss or damage insurance and under revenue protection and indemnity insurance procured and maintained for the Project.

(e) Copies of Insurance Certificates. On the Closing Date and within fourteen (14) days following the issuance, renewal or expiration of any insurance policy required to be in effect under this Agreement, and, if requested by the Administrative Agent, annually on the anniversary of the Closing Date thereafter, the Borrower shall furnish the Administrative Agent, and the Offshore Collateral Agent and the Trustee, as applicable, with approved certificates of all such required insurance. Such certificates shall be executed by the insurer or by an Acceptable Insurance Broker of the Borrower. Such certificates shall identify underwriters, the type of insurance, the insurance limits and the policy term and shall specifically list the special provisions enumerated for such insurance required by this

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Section 8.05. Concurrently with the furnishing of any such certificate, the Borrower shall furnish the Administrative Agent with a certificate of an Acceptable Insurance Broker of the Borrower to the effect that the insurance then carried or to be renewed is in accordance with the terms of this Section 8.05, such insurance is in full force and effect and all premiums then due and payable have been paid.

(f) Copies of Insurance Policies. On or promptly after the Closing Date, promptly upon receipt of each such policy, the Borrower shall deliver to the Administrative Agent a duplicate, certified by an Authorized Officer of the Borrower of each policy of insurance required to be in effect under this Agreement or any other Material Project Document then in effect. Not less than thirty (30) days prior to the expiration date of any policy of insurance required to be in effect under this Agreement or any other Material Project Document then in effect, the Borrower shall notify the Administrative Agent of its intention to renew each expiring policy. The Borrower shall promptly inform the Administrative Agent, prior to this period, if any policy shall not be renewed.

(g) Right to Procure Insurance. In the event that the Borrower fails to procure or maintain the insurance coverage required by this Section 8.05, the Administrative Agent, upon thirty (30) days’ prior notice (unless such insurance coverage would lapse within such period, in which event notice shall be given as soon as reasonably possible) to the Borrower of any such failure, may (but shall not be obligated to) take out the required policies of insurance and pay the premiums on the same. All amounts so advanced for such purpose by the Administrative Agent and the Lenders shall become an additional obligation of the Borrower to the Administrative Agent and the Lenders, and the Borrower shall forthwith pay such amounts to the Administrative Agent, together with interest on such amounts at the Post-Default Rate from the date so advanced.

(h) Compromise, Adjustment or Settlement. The Administrative Agent (acting at the direction of the Majority Lenders) shall be entitled at its option to participate in any compromise, adjustment or settlement in connection with any Event of Loss under any policy or policies of insurance (other than third-party liability insurance policies) or any proceeding with respect to any Event of Taking of Property of the Borrower or otherwise in excess of $2,000,000 and the Borrower shall within five (5) Business Days after the Administrative Agent’s request reimburse the Administrative Agent for all out-of-pocket expenses (including reasonable attorneys’ and experts’ fees) incurred by the Administrative Agent in connection with such participation. The Borrower shall not make any compromise, adjustment or settlement in connection with any such claim without the approval of the Administrative Agent (in the case of amounts in excess of $2,000,000) or the Majority Lenders (in the case of amounts in excess of $5,000,000), which such approval shall not be unreasonably withheld or delayed.

(i) Notice of Event of Loss or Change in Insurance Coverage. The Borrower shall promptly notify the Administrative Agent of any Event of Loss which it believes will exceed $2,000,000, individually or in the aggregate. The Borrower shall promptly notify the Administrative Agent of (i) each written notice received by it with respect to the cancellation of, material adverse change in, or material default under, any insurance policy required to be maintained in accordance with this Section 8.05 and (ii) any event specified in Schedule 8.05.

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(j) No Duty of Secured Parties to Verify. No provision of this Section 8.05 nor any other provision of this Agreement or any Material Project Document shall impose on the Secured Parties any duty or obligation to verify the existence or adequacy of the insurance coverage maintained by the Borrower, nor shall the Secured Parties be responsible for any representations or warranties made by or on behalf of the Borrower to any insurance company or underwriter.

(k) Loss Proceeds.

(i) Deposits to the Onshore Revenue Accounts. In the event that the Borrower or the Administrative Agent receives any amount of proceeds of insurance and other payments received for interruption of operations in respect of any Event of Loss, such amounts shall be deposited in accordance with the Collateral Agency and Depositary Agreement in the relevant Onshore Revenue Account.

(ii) Deposits to the Loss Proceeds Account. In the event that the Borrower or the Administrative Agent receives an amount of Loss Proceeds in respect of any Event of Loss, the Net Available Amount shall be deposited in accordance with the Collateral Agency and Depositary Agreement in the Loss Proceeds Account (for purposes of this Section 8.05, the “Loss Proceeds Accounts”).

(iii) Corrections. In the event the Borrower receives any amount specified in paragraph (i) or (ii) above and fails to deposit such amount in the correct account pursuant to paragraph (i) or (ii) above, the Borrower shall instruct the Offshore Collateral Agent to correct any such error within two (2) Business Days of receipt of such amounts.

(1) Restoration.

(i) Amounts to be made available to the Borrower from the Loss Proceeds Account for Restoration following any Event of Loss shall be remitted to the Borrower by the Trustee (upon the instruction of the Administrative Agent), in the event that the Net Available Amount is less than or equal to $5,000,000.

(ii) Amounts to be made available to the Borrower from the Loss Proceeds Account for Restoration following any Event of Loss shall be remitted to the Borrower by the Trustee (upon the instruction of the Administrative Agent) in the event that the Net Available Amount is greater than $5,000,000 but less than or equal to $15,000,000 if the Independent Engineer shall have delivered to the Administrative Agent and the Collateral Agent a certificate to the effect that the Net Available Amount deposited in the Loss Proceeds Account is sufficient (together with all other monies reasonably expected to be available to the Borrower as determined by the Administrative Agent in consultation with the Independent Engineer), in the reasonable opinion of the Independent Engineer, for such Restoration. Amounts made available to the Borrower for Restoration shall only be utilized for Restoration upon receipt of the invoices and/or other evidence of the costs associated with such Restoration and, if not so utilized within ninety (90) days of receipt of such amounts by the Borrower (or within such longer period as may be necessary to achieve such Restoration as determined by the Independent Engineer), shall be used to prepay the Loans.

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(iii) Amounts to be made available to the Borrower from the Loss Proceeds Account for Restoration following any Event of Loss shall be remitted to the Borrower by the Administrative Agent in the event that the Net Available Amount is greater than $15,000,000 if (A) the Borrower shall submit a plan for Restoration as soon as commercially practicable, but in no event more than sixty (60) days after the occurrence of such Event of Loss and the Independent Engineer shall have delivered a certificate to the Administrative Agent and the Collateral Agent to the effect that the Borrower plan of Restoration is prudent and sound and the Net Available Amount deposited in the Loss Proceeds Account is sufficient (together with all other monies reasonably expected to be available as determined by the Administrative Agent in consultation with the Independent Engineer), in the reasonable opinion of the Independent Engineer, for such Restoration and (B) the Majority Lenders have consented to such use of the Net Available Amount. Amounts made available to the Borrower for Restoration shall only be utilized for Restoration upon receipt of the invoices and/or other evidence of the costs associated with such Restoration and, if not so utilized in ninety (90) days after approval of the plan of Restoration (or within such longer period as may be necessary to achieve such Restoration as determined by the Independent Engineer), shall be used to prepay the Loans.

(iv) The Borrower hereby agrees to notify the Administrative Agent, as soon as possible and in any event within ten (10) days thereof, of the completion of each Restoration. If, at any time after the completion of any Restoration, any of the Loss Proceeds deposited into the Loss Proceeds Account in connection with any event that gave rise to such Restoration exceeded the amount required to complete such Restoration, the Borrower hereby irrevocably instructs the Offshore Collateral Agent (without any further action by or notice to or from the Borrower) to instruct the Trustee to transfer such excess amount to the Onshore Dollar Revenue Account on the date of completion of such Restoration.

(m) Modifications to Insurance Coverage. The Administrative Agent (acting at the direction of the Majority Lenders) may at any time amend the requirements of paragraphs (b), (c) and (d) of this Section 8.05 and the related Schedule 8.05 (unless specifically provided otherwise in Schedule 8.05), and shall provide prior written notice thereof to the Borrower, upon a change in circumstances with respect to the Project arising after the Closing Date that in the reasonable judgment of the Majority Lenders and the Independent Insurance Consultant renders the coverage specified therein materially inadequate for the Project; provided, that such change in or additional coverage shall be commercially available at reasonable terms.

(n) Reimbursement. In the event that a Credit Party finances the Restoration of Affected Property with funds other than Loss Proceeds, such Credit Party will be entitled to reimbursement of such amounts from any Loss Proceeds later received in respect of such Affected Property.

8.06 Proceedings. The Borrower shall (a) promptly upon obtaining knowledge of each action, suit or proceeding at law or in equity by or before any Government Authority, arbitral tribunal or other body pending or threatened against the Borrower involving

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(i) claims against the Borrower or the Project that, in the reasonable opinion of the Borrower, are likely to be in excess of $3,000,000 (individually or on an aggregate basis) or (ii) material injunctive or declaratory relief and (b) promptly upon becoming aware of any other circumstance, act or condition (including the adoption, amendment or repeal of any Government Rule or the Impairment of any Government Approval or written notice of the failure to comply with the terms and conditions of any Government Approval) which could reasonably be expected to result in a Material Adverse Effect, with respect to the Borrower, taken as a whole or the Project, in each event described in clauses (a) and (b) above, furnish to the Administrative Agent a notice of such event describing it in reasonable detail and, together with such notice or as soon thereafter as possible, a description of the action that the Borrower has taken and proposes to take with respect to such event.

8.07 Taxes; ERISA.

(a) The Borrower shall timely file all required material Tax returns and shall pay and discharge all material Taxes imposed on the Borrower or on its income or profits or on any of its Property prior to the date on which any penalties may attach; provided, that the Borrower shall have the right to Contest the validity or amount of any such Tax. The Borrower shall promptly pay any valid, final judgment rendered upon the conclusion of the relevant Contest, if any, enforcing any such Tax and cause it to be satisfied of record.

(b) The Borrower will not sponsor, contribute, maintain or incur any liability with respect to any employee benefit plan or program that is subject to ERISA.

8.08 Books and Records; Inspection Rights; Accounting and Audit Matters. The Borrower shall:

(a) keep proper books of record in accordance with its Accounting Principles and permit representatives and advisors of the Administrative Agent or any Lender, upon reasonable notice to the Borrower and upon reasonable intervals, to visit and inspect its properties (provided that such Person is accompanied by the personnel of the Borrower and complies with all safety plans and procedures in effect at the relevant property), to examine, copy or make excerpts from its books, records and documents (at the expense of the Borrower) and to discuss its affairs, finances and accounts with its principal officers, engineers and independent accountants (provided that the Borrower may, if it so chooses, be present at or participate in any such discussion), all at such times during normal business hours as such representatives may reasonably request;

(b) maintain an accounting and cost control system and management information system adequate to reflect truly and fairly the financial condition of the Borrower and the results of its operations (including the progress of the Project) in conformity with Accounting Principles, the Transaction Documents, applicable law and Good Industry Practices, as applicable, which systems shall be reasonably acceptable to the Administrative Agent;

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(c) maintain Caipo y Asociados, S.R.L, an affiliate of KPMG International or any other internationally recognized independent public accounting firm reasonably acceptable to the Administrative Agent as auditors (the “Auditors”) and irrevocably authorize the Auditors (including successor auditors) to provide information that the Administrative Agent or Lenders may reasonably request from time to time regarding the Borrower’s financial statements (both audited and unaudited), accounts and operations and, upon request of the Administrative Agent, to provide to the Administrative Agent a copy of such authorization as may be in effect from time to time and use all commercially reasonable efforts to obtain the Auditors’ acknowledgment and consent thereto.

Notwithstanding anything to the contrary in this Section 8.08, the Borrower will not be required to disclose, permit the examination or making copies or abstracts of, or discussion of, any documents, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective agents or representatives) is prohibited by applicable law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

8.09 Use of Proceeds.

(a) The Borrower shall use the proceeds of the Borrowings to pay for the Project Costs in respect of the Project Development in accordance with the Project Construction Budget and Schedule and the terms of the Financing Documents.

(b) Subject to the provisions of the SACE Policy, the Borrower shall not request or apply any portion of any Tranche D Loan other than (without duplication):

(i) payments for, and reimbursement for amounts paid in respect of Eligible Contract Expenditures, in accordance with the terms of the Eligible Contract and the SACE Policy in an amount which is equal to up to eighty-five percent (85%) of the Export Contract Value;

(ii) payments for, and reimbursement for amounts paid in respect of the SACE Premium in an amount which is equal to up to one hundred percent (100%) of the SACE Premium; or

(iii) payment of up to one hundred percent (100%) of Eligible Tranche DIDC.

(c) Subject to clause (b), Tranche D Loans may only be used to finance or refinance payments for Eligible Contract Expenditures which are provided to the Borrower by the Eligible Contractor pursuant to the Eligible Contract.

(d) If all or part of the Eligible Costs which are the subject of a SACE Facility Payment Request is expressed in Nuevo Soles, the Nuevo Sol amount of such Eligible Costs shall be notionally converted into US Dollars by applying the SACE Agreed Exchange Rate for the purpose of determining the US Dollar equivalent of such Nuevo Sol amount to be reimbursed to the Borrower or paid to the Eligible Contractor (as the case may be).

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(e) The Required Equity Contributions shall only be used in connection with the payment of Project Costs.

8.10 Maintenance of Liens. The Borrower shall take all action reasonably required to maintain and preserve the Liens created by the Security Documents to which it is a party and the priority of such Liens. The Borrower shall from time to time execute or cause to be executed any and all further instruments (including financing statements, continuation statements and similar statements with respect to any Security Document) reasonably requested by the Administrative Agent for such purposes, including the documents listed on Schedule 8.10 by no later than the dates set forth in such Schedule 8.10. The Borrower shall promptly discharge at its own cost and expense, any Lien (other than Permitted Liens) on the Collateral; provided, that the Borrower may Contest any such Lien.

8.11 Prohibition of Fundamental Changes.

(a) The Borrower shall not change its legal form, amend its organizational documents (except as required by applicable law in connection with a contribution of capital in the form of equity), merge into or consolidate with, or acquire all or any substantial part of the assets or any class of stock of (or other Equity Interest in), any other Person and shall not liquidate or dissolve. The Borrower shall not convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, any assets except: (i) Dispositions of (A) Permitted Investments in accordance with the Collateral Agency and Depositary Agreement, (B) obsolete, worn out, surplus or defective assets, whether now owned or hereafter acquired, sold in the ordinary course of business or (C) damaged or destroyed property, upon receipt of insurance proceeds in connection therewith; (ii) Dispositions of property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (B) the proceeds of such Dispositions are promptly applied to the purchase price of replacement property (which replacement property is actually promptly purchased); (iii) Dispositions in respect of property having an aggregate fair market value not in excess of $3,000,000 in any calendar year; (iv) Dispositions of property, the Net Cash Payments received in respect of which are applied to prepay the Loans in accordance with Section 3.04(b); and (v) Restricted Payments made in accordance with the Financing Documents.

(b) The Borrower shall neither purchase nor acquire any assets other than: (i) the purchase of assets reasonably required for the completion of the Project in accordance with the EPC Contract, applicable Government Approvals and applicable Government Rules and as contemplated by the Project Construction Budget and Schedule, (ii) the purchase of assets reasonably required in connection with Restorations in accordance with Section 8.05(l), (iii) subject to the variance set forth in Section 8.21(b), the purchase of assets in the ordinary course of business reasonably required in connection with the operation of the Project contemplated by the then-effective Operating and Capital Budget, (iv) the purchase of assets reasonably required in connection with Permitted Capital Expenditures and (v) Permitted Investments.

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8.12 Restricted Payments. The Borrower shall not make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that the Borrower may make a Restricted Payment from and to the extent of amounts then on deposit in the Onshore Distribution Accounts, on an Interest Payment Date, or within a period of fifteen (15) Business Days from such Interest Payment Date, subject to the satisfaction of each of the following conditions on the date of such Restricted Payment (a “Restricted Payment Date”) and after giving effect to such Restricted Payment: (a) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence of such Restricted Payment;

(b) Project Completion shall have occurred;

(d) as calculated on the proposed Restricted Payment Date, the historical Debt Service Coverage Ratio for the preceding four (4) fiscal quarters prior to such Restricted Payment Date, is not less than 1.20 to 1.0 and the projected Debt Service Coverage Ratio for the succeeding twelve months is not less than 1.20 to 1.0;

(e) the Initial Amortizing Senior Loan Tranche Principal Payment Date shall have occurred;

(f) all mandatory prepayments (if any) shall have been made in accordance with Section 3.04 of this Agreement and the Collateral Agency and Depositary Agreement;

(g) The Administrative Agent shall not have notified the Borrower and the Lenders that it has received a written notice delivered by FMO or DEG, dated at least four (4) Business Days prior to the Restricted Payment Date set forth in the relevant certificate described in clause (h) below, setting forth their determination (acting reasonably) that the Borrower is not in compliance with its obligations set forth in Sections 8.04, 8.09, 8.30 and 8.33; and

(h) the Borrower shall have delivered to the Administrative Agent, at least ten (10) Business Days prior to the proposed Restricted Payment Date, a certificate of an Authorized Officer of the Borrower:

(i) to the effect that each of the foregoing conditions (other than clause (g)) shall be satisfied as of such Restricted Payment Date;

(ii) to the effect that the making of such Restricted Payment is not expected to have a Material Adverse Effect on the Borrower; and

(iii) setting out in reasonable detail the calculations for computing the Debt Service Coverage Ratio for the relevant period and stating that such calculations were made, in each case, in good faith and were based on assumptions believed to be reasonable.

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8.13 Liens. The Borrower shall preserve and maintain good and valid title to, or rights in, the Collateral and its Property and shall not create, incur, assume or suffer to exist any Lien on any of the Collateral or any of its other Property, whether now owned or hereafter acquired, except:

(a) Liens, pledges or deposits under worker’s compensation, unemployment insurance or other social security legislation (other than ERISA);

(b) Liens imposed by any Government Authority for Taxes that are not yet due or that are being Contested;

(c) Mechanics’ Liens arising in the ordinary course of business or incident to the Project Development or any Restoration or the operation of the Project, in each case, in respect of obligations that are not yet due or that are being Contested and that do not have a Material Adverse Effect;

(d) Liens created pursuant to this Agreement and the Security Documents;

(e) Liens incurred in connection with Indebtedness permitted under clause (iii) of Section 8.16(a) or in connection with cash collateralized letters of credit reimbursement obligations permitted under clause (vi) of Section 8.16(a);

(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g) minor easements, rights-of-way, restrictions and other similar encumbrances affecting real property incurred in the ordinary course of business that, in each case, do not render title to the property encumbered thereby unmarketable or materially interfere with the use of such property for the Project, and which could not reasonably be expected to have a Material Adverse Effect with respect to the Project;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(j); and

(i) Liens arising by virtue of any statutory or common law provisions relating to banker’s liens, rights of set-off or similar rights arising in connection with repurchase agreements and deposit accounts that are Permitted Investments.

8.14 Investments. The Borrower shall not make, and shall not instruct any relevant Person to make, any Investments except:

(a) direct obligations of the United States, or of any agency of the United States, or obligations guaranteed as to principal and interest by the United States or any agency of the United States, maturing in not more than ninety (90) days from the date of acquisition by the Borrower;

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(b) certificates of deposit issued by any Acceptable Bank maturing in not more than 90 days from the date of acquisition by the Borrower;

(c) commercial paper rated (on the date of acquisition by the Borrower) “A-1” or “P-1” by S&P or ▇▇▇▇▇’▇, respectively, maturing in not more than ninety (90) days from the date of acquisition by the Borrower;

(d) repurchase agreements fully secured by obligations described in paragraph (a) above with any Acceptable Bank with maturities not in excess of ninety (90) days;

(e) shares in money-market mutual funds having assets of $1,000,000,000 or more that invest solely in securities described in paragraphs (a) through (d) above that have a maximum maturity of one year or less and an average maturity of six months or less at the time of purchase;

(f) the Permitted Swap Agreements;

(g) with respect to amounts on deposit in the Onshore Collateral Accounts, (i) any securities issued by the Central Bank of Peru (Banco Central de Reserva del Perú), (ii) time deposits or saving accounts with, including certificates of deposit issued by, any Acceptable Bank and (iii) shares of any money market or mutual fund substantially all of the assets of which are invested in securities and instruments of the types set forth in (i) and (ii) in this clause (g); and

(h) with respect to amounts on deposit in the Unsecured Accounts.

8.15 Permitted Swap Agreements.

(a) Interest Rate Protection Agreements. No later than ten (10) Business Days after the Initial Disbursement Date, and at all times thereafter, the Borrower shall maintain in full force and effect Interest Rate Protection Agreements with Permitted Swap Providers (in form and substance reasonably satisfactory to the Administrative Agent), which effectively fixes the Borrower’s floating rate interest rate exposure, with respect to a notional amount equal to (i) at least 100% of the aggregate principal amount of all Tranche A Loans expected to be outstanding during the period from the Initial Disbursement Date until the Final Maturity Date, (ii) at least 50% of the aggregate principal amount of all Tranche B Loans expected to be outstanding during the period from Initial Disbursement Date through the Project Completion Date and (iii) (x) 100% of the aggregate principal amount comprising Part A of the Tranche D Loans expected to be outstanding during the period from the Initial Disbursement Date until the Tranche D Final Maturity Date and (y) 50% of the aggregate principal amount comprising Part B of the Tranche D Loans expected to be outstanding during the period from Initial Disbursement Date through the Project Completion Date.

(b) Currency Rate Protection Agreements. No later than ten (10) Business Days after the Initial Disbursement Date, and at all times thereafter the Borrower shall maintain in full force and effect Currency Rate Protection Agreements with Permitted Swap Providers (in form and substance reasonably satisfactory to the Administrative Agent) for an USD amount up to the amount to be defined by the average forward rate for 546,607,278 Nuevo Soles.

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8.16 Indebtedness.

(a) The Borrower shall not directly or indirectly create, incur, assume, suffer to exist or otherwise be or become liable with respect to any Indebtedness except:

(i) Indebtedness under this Agreement;

(ii) accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business so long as such accounts payable are payable within sixty (60) days of the date the respective goods are delivered or the respective services are rendered and (unless such accounts payable are being contested in good faith and by appropriate legal, administrative or other proceedings diligently conducted and so long as adequate reserves have been established with respect thereto in accordance with the Borrower’s Accounting Principles, and only if the failure to pay such accounts payable could not reasonably be expected to have a Material Adverse Effect) are no more than ninety (90) days past due;

(iii) purchase money or lease obligations to the extent incurred in the ordinary course of business to finance the acquisition or licensing of intellectual property or items of equipment (and Indebtedness incurred to finance any such obligations); provided, that (A) if such obligations are secured, they are secured only by Liens upon the equipment or intellectual property being financed and (B) the aggregate principal amount and the capitalized lease portion of such obligations at any time outstanding do not at any time exceed $10,000,000 in the aggregate;

(iv) Indebtedness in respect of the Permitted Swap Agreements;

(v) Subordinated Shareholder Loans; and

(vi) Other unsecured (except in the case of cash collateralized letters of credit, which Indebtedness may be secured) Indebtedness to be used for working capital purposes in the ordinary course of business, including with respect to letters of credit, cash deposits and guarantees in connection with bids for PPAs, provided that the principal amount of such obligations outstanding do not at any time exceed $20,000,000 in the aggregate.

8.17 Nature of Business.

(a) The Borrower shall not engage in any business other than the Project Development and operation of the Project as contemplated by the Transaction Documents.

(b) The Borrower shall not create, acquire or permit to exist any Subsidiary.

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(c) The Borrower shall not enter into any contractual or other arrangements with any Person that would require the Borrower to be subject to any liability with respect to, or to comply with, ERISA or any other similar Government Rule concerning labor, employment, wages or worker benefits.

8.18 Project Construction; Maintenance of Properties.

(a) The Borrower shall cause the Project to be constructed and completed in all material respects in accordance with, and otherwise take such actions in respect of the Project as are required by, Good Industry Practices, the EPC Contract, the Project Construction Budget and Schedule, and the other relevant Material Project Documents; provided that the Borrower shall not (i) exercise the option to place a Generator Set or the Project into service prior to the Partial Taking-Over Date or the Final Taking-Over Date pursuant to Section 10.9 of the EPC Contract or (ii) declare that commercial operation has occurred under the Definitive Generation Concession Agreement without the prior written consent of the Administrative Agent (acting at the direction of the Supermajority Lenders).

(b) The Borrower shall maintain and preserve the Project and all of its other material Properties necessary or useful in the proper conduct of its business in good working order and condition (ordinary wear and tear excepted), in accordance with Good Industry Practices, the Material Project Documents and the operating manuals. The Borrower shall operate the Project (or cause the Project to be operated) in accordance with Good Industry Practices, the Material Project Documents, the Operating and Capital Budget and the operating manuals. In the event of any conflict, the more stringent shall govern.

(c) The Borrower shall obtain and maintain in full force and effect as and when required all land rights, rights of way or easement rights required for the Project (including any such rights required for the Transmission Line).

(d) The Borrower shall provide evidence of the submission (including copies thereof) to MINEM of all required documentation for the application of the Transmission Concession no later than one (1) year after the Closing Date.

(e) The Borrower shall have commenced construction of the Transmission Line no later than October 25, 2014.

(f) The Borrower shall not make any Capital Expenditures on or after the Closing Date except (i) construction of the Project and (ii) Permitted Capital Expenditures.

(g) The Borrower shall pay for Project Costs in respect of the Project Development with a combination of (i) Loans, (ii) the Required Equity Contribution, (iii) any Contingent Equity Contributions and (iv) Shareholder Contributions.

(h) The Borrower shall retain appropriate personnel to oversee all major civil works then-currently under construction consistent with the information provided to the Independent Engineer in connection with the Independent Engineer’s certification pursuant to Section 6.03(f).

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8.19 Construction Reports.

(a) Prior to Project Completion the Borrower shall deliver to the Administrative Agent, Construction Reports on a monthly basis in connection with the Project (commencing on the Initial Disbursement Date), accompanied by a certificate of an Authorized Officer of the Borrower setting forth in reasonable detail:

(i) the Borrower’s then-current estimate of anticipated Project Costs for the Project through (x) the Commercial Operation Date and (y) the Actual Project Acceptance Date, as compared to the Project Construction Budget and Schedule and reasons for material variances, and in the event of a material variance, the reasons therefor, and such other information reasonably requested by Administrative Agent;

(ii) any occurrence of which the Borrower is aware that could reasonably be expected to (A) increase the total Project Costs above those set forth in the Project Construction Budget and Schedule, (B) delay the Final Taking-Over Date beyond the Scheduled Final Taking-Over Date or (C) have a Material Adverse Effect;

(iii) the status of the Government Approvals necessary for the Project Development, including the dates of applications submitted or to be submitted and the anticipated dates of actions by Government Authorities with respect to such Government Approvals;

(iv) with respect to the Project Development, a listing of material reportable environmental, health and safety incidents as well as any material unplanned related impacts, events, accidents or issues that occurred during the report period that relate to compliance with Environmental and Social Laws, the Action Plan and the Environmental and Social Standards; and

(v) an updated construction schedule showing (A) construction progress, including the status of engineering design, as compared with the baseline schedule set forth in the Project Construction Budget and Schedule and (B) a projection of construction activities for the succeeding quarter.

(b) Prior to Project Completion, the Borrower shall cause to be delivered by the Independent Engineer to the Administrative Agent, Construction Reports, as soon as available and in any event within twenty (20) days after the end of each two-month period, in connection with the Project (commencing on the Initial Disbursement Date), in form, scope and substance acceptable to the Administrative Agent setting forth in reasonable detail:

(i) a review of the Borrower’s then-current estimate of anticipated Project Costs for the Project set forth in the Construction Report delivered by the Borrower pursuant to Section 8.19(a) above for the last month in such quarterly fiscal period, and such other information reasonably requested by Administrative Agent; and

(ii) any occurrence of which the Independent Engineer is aware that could reasonably be expected to (A) increase the total Project Costs above those set forth in the Project Construction Budget and Schedule, (B) delay the Final Taking-Over Date beyond the Scheduled Final Taking-Over Date or (C) have a Material Adverse Effect.

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provided, that upon any occurrence that may result in a circumstance set forth in sub-clause (ii) above, and so long as such condition continues (as determined by the Independent Engineer), the Borrower shall cause the Independent Engineer to deliver monthly Construction Reports to the Administrative Agent.

8.20 Project Documents; Etc.

(a) Other than (i) the Project Documents, (ii) the Financing Documents, and (iii) other documents evidencing Permitted Indebtedness, the Borrower shall not enter into any other contracts, agreements, instruments, letters, undertakings or other documentation; provided that for the avoidance of doubt, subject to Section 8.23, the Borrower may enter into any contracts, agreements, instruments, letters, understandings with an Affiliate for the sale of Credits and such amounts received thereunder shall be Project Revenues of the Borrower and deposited directly into the relevant Onshore Revenue Accounts and the relevant counterparty thereto shall have no recourse against the Borrower or the Project in connection therewith; provided further, that the Borrower may enter into any contracts, agreements, instruments, letters, memoranda of understanding necessary for the registration of the real property or easements listed on Schedule 8.20 by the dates listed therein.

(b) The Borrower shall enter into each Project Document listed on Schedule 7.15(c) by no later than the dates set forth on such Schedule 7.15(c).

(c) The Borrower shall obtain each easement and provide evidence of each required registration of each easement and parcel of real property listed on Schedule 8.20 by no later than the dates set forth on such Schedule 8.20.

(d) The Borrower shall (i) perform and observe all of its material covenants and material obligations contained in each of the Project Documents, (ii) take all reasonable and necessary action to prevent the termination, suspension or cancellation of any Material Project Document in accordance with the terms of such Material Project Documents or otherwise (except for the expiration of any Material Project Document in accordance with its terms and not as a result of a breach or default thereunder) and (iii) enforce against the relevant Material Project Party each material covenant or material obligation of each of (A) the PPAs, (B) the Investment Agreement, (C) the Concession Agreements, (D) the EPC Contract and (E) any Acceptable COD O&M Arrangement, to which such Person is a party in accordance with such agreement’s terms; provided, however, that the Borrower may refrain from enforcing a material right under a Project Document to which it is a party to the extent that (x) the Borrower notifies the Administrative Agent of its intention not to enforce such material right and (y) the Majority Lenders do not instruct the Borrower to enforce such material right.

(e) The Borrower shall not issue, consent to or otherwise accept any change order or variation order, amendment, supplement or modification to the EPC Contract (each a “Change Order”) other than change orders made prior to the Closing Date and listed on Schedule 7.15(f) and unless the Borrower has (i) delivered a certificate of an Authorized

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Officer to the Administrative Agent and the Independent Engineer certifying that (x) after giving effect to such Change Order, the ability of such Borrower to achieve the Scheduled Final Taking-Over Date has not been adversely affected, (y) no cost overruns shall have occurred and be continuing which could reasonably be expected to result in Project Costs exceeding the funds available in order to achieve Project Completion prior to the Required Project Completion Date and (z) such Change Order could not reasonably be expected to have a Material Adverse Effect with respect to the Project and (ii) such Change Order has been reviewed by the Independent Engineer and the Independent Engineer has confirmed the certifications in clauses (x), (y) and (z) above.

(f) Notwithstanding clause (d) above, the prior written consent of the Administrative Agent, acting at the direction of the Majority Lenders and in consultation with the Independent Engineer, shall be required for the Borrower to (i) enter into Change Order (x) where the Borrower is not able to provide the certifications required in clause (d) above, (y) which individually gives rise to additional Project Costs for the Project in excess of $2,000,000 or together with all other Change Orders for the Project entered into after the Closing Date, in excess of $10,000,000 in any Fiscal Year or (z) which amends, supplements or modifies any provision relating to the payment of liquidated damages, warranties, liabilities, performance tests, amount or timing of posting or content of performance bonds or guarantees or the payment schedule or materially amends, supplements or modifies the technical specifications of the Project or (ii) issue any completion, taking over, acceptance or other similar certificates under the EPC Contract; provided that prior to the Borrower entering into any Change Order that does not require consent pursuant to this Section 8.20(f), (A) the Borrower shall first deliver a copy of such Change Order to the Administrative Agent and (B) the Administrative Agent (acting at the direction of the Majority Lenders and in consultation with the Independent Engineer) may provide a written objection in connection therewith within four (4) Business Days of receipt of such proposed Change Order.

(g) None of the Borrower, the Operator or the Project Sponsor shall, without the prior written consent of the Majority Lenders in consultation with the Independent Engineer, (i) suspend, cancel or terminate any Material Project Document or consent to, allow to subsist, or accept any suspension, cancellation or termination thereof (except for the expiration of any Material Project Document in accordance with its terms and not as a result of a breach or default thereunder), (ii) sell, transfer, assign (other than pursuant to the Security Documents) or otherwise dispose of (by operation of law, capacity release or otherwise) or consent to any such sale, transfer, assignment or disposition of any part of its interest in any Material Project Document, (iii) waive any material default under, or material breach of, any Material Project Document or waive, fail to enforce, forgive, compromise, settle, adjust or release (or consent to any of the foregoing in respect of) any material right, interest or entitlement, howsoever arising, under, or in respect of, any Material Project Document, (iv) initiate or settle a material arbitration claim or proceeding under any Material Project Document, (v) agree to or petition, request or take any other material legal or administrative action that seeks, or may reasonably be expected, to Impair any Material Project Document, (vi) amend, supplement or modify or in any way vary, or agree to the variation of, any material provision of a Material Project Document or of the performance of any material covenant or obligation by any other Person under any Material Project Document; provided that the Borrower may, without the prior written consent of the Majority Lenders, extend the final

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milestone (Fecha de Inicio) listed in each of the ElectroPeru PPA and the Investment Agreement for a period up to six (6) months from January 1, 2016 or (vii) enter into any Additional Project Document other than any Non-Material Project Document; provided that the aggregate amount of obligations or liabilities under all Non-Material Project Documents shall not exceed $10,000,000.

(h) Except as expressly provided in the Collateral Agency and Depositary Agreement, the Borrower shall cause all Project Revenues received from any Project Party or any other Person to be deposited in the Onshore Revenue Accounts. Subject to the following sentence, without limiting the Borrower’s obligation to procure all Consent and Agreements pursuant to this Agreement, the Borrower shall send a letter (on the Borrower’s letterhead and signed by an Authorized Officer of the Borrower) notifying each other Project Party not party to a Consent and Agreement (i) that its Project Document and all associated documents and obligations have been pledged as collateral security to the Secured Parties and are subject to the Secured Parties’ Lien on such Property and (ii) if such Project Party’s Project Document requires any payment of Project Revenues specified in clause (a) of the definition of Project Revenues that, in addition to the assignment specified in clause (i) above, it shall pay all such Project Revenues directly into the applicable Onshore Revenue Account. In connection with letters sent to counterparties purchasing capacity or energy in the Spot Market, such letter described above shall be notarized by a Peruvian public notary, and the Borrower shall also include the account information of the applicable Onshore Revenue Account to be included in any invoices issued by the Borrower in connection therewith.

(i) The Borrower shall furnish the Administrative Agent and the Independent Engineer with (i) copies of (A) all amendments, supplements or modifications of any Material Project Documents, (B) all Additional Project Documents and (C) if reasonably requested by the Administrative Agent, Non-Material Project Documents and amendments, supplements or modifications thereto and (ii) all Ancillary Documents relating to any Additional Project Document that is a material PPA, Acceptable COD O&M Arrangement or a replacement of the EPC Contract, in each case, promptly after execution and delivery of such documents to the Borrower.

8.21 Operating and Capital Budget.

(a) The Borrower shall, prior the Initial Partial-Taking Over Date, adopt an Operating and Capital Budget for the Project for the period from such date to the conclusion of the then current Fiscal Year (and for each month during such period), and, no less than fifteen (15) days in advance of the beginning of each Fiscal Year of the Borrower thereafter, the Borrower shall adopt an Operating and Capital Budget for the Project for the succeeding Fiscal Year (and for each month during such period). A copy of each such proposed Operating and Capital Budget, together with a comparison of the costs in the proposed Operating and Capital Budget with the costs set forth in the Operating and Capital Budget for the Project for the current Fiscal Year and an explanation of the reasons for any significant increase or decrease in any category shall be furnished to the Administrative Agent at least thirty (30) days before (i) the Scheduled Partial Taking-Over Date (as defined in the EPC Contract) for the first Generator Set and (ii) the beginning of each Fiscal Year to which such proposed Operating and Capital Budget applies. Prior to adoption thereof, the proposed Operating and Capital Budget

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for the Project shall be subject to the prior approval of the Administrative Agent, following consultation with the Independent Engineer, which approval shall not be unreasonably withheld or delayed. A copy of the final Operating and Capital Budget so adopted for the Project shall be furnished to the Administrative Agent promptly upon its adoption. The Administrative Agent shall have the right to approve all or a portion of any proposed Operating and Capital Budget for the Project. In the event that any proposed Operating and Capital Budget (or a portion thereof) for the Project is not approved by the Administrative Agent, the Operating and Capital Budget (or such portion thereof that is not approved) for the Project from the previous Fiscal Year shall apply for the then-current Fiscal Year, subject to annual adjustments for inflation (and shall for all purposes hereof be deemed to be part of the approved Operating and Capital Budget for such Fiscal Year) until an Operating and Capital Budget (or such portion of the proposed Operating and Capital Budget) for the Project is approved.

(b) The Borrower shall comply, within the 10% variance described below, with the applicable Operating and Capital Budget. If during any Fiscal Year the Borrower reasonably projects that any category of Operation and Maintenance Expenses for the Project for such Fiscal Year will exceed by more than 10% the amount budgeted for such category of Operation and Maintenance Expenses in the then-applicable Operating and Capital Budget, or if any category of Operation and Maintenance Expenses for the Project incurred to date during such Fiscal Year plus any Operation and Maintenance Expenses budgeted for such category for the remainder of such Fiscal Year in the then-applicable Operating and Capital Budget(s) exceeds by more than 10% the aggregate amount budgeted for such category of Operation and Maintenance Expenses in the then-applicable Operating and Capital Budget(s), then the Borrower shall prepare and submit for the approval (such approval not to be unreasonably withheld or delayed) of the Administrative Agent and the Independent Engineer pursuant to Section 8.21(a), an amended Operating and Capital Budget for the remainder of such Fiscal Year.

8.22 Operating Statements and Reports.

(a) The Borrower shall furnish to the Administrative Agent and the Independent Engineer (i) commencing forty-five (45) days after the Initial Partial-Taking Over Date, a monthly operating statement of the Project not more than fifteen (15) days after the end of each month, and (ii) not more than ninety (90) days after the end of each Fiscal Year of the Borrower, an operating statement of the Project for such Fiscal Year (with monthly detail). Such operating statements shall correspond to the classifications and monthly periods of the current annual Operating and Capital Budget and shall show all Project Revenues and all expenditures for Operation and Maintenance Expenses. The monthly operating statement shall include (i) updated estimates of Operation and Maintenance Expenses for the balance of such Fiscal Year to which the operating statement relates, (ii) any material developments during such period which could reasonably be expected to have a Material Adverse Effect and (iii) a summary of the statistical data relating to the operation of the Project with respect to the categories listed in Schedule 8.22. The monthly and annual operating statements shall each be certified as materially complete and correct by an Authorized Officer of the Borrower. Each operating statement will be accompanied by a statement of sources and uses of funds for the periods covered by it and a discussion of the reason for any material variance from the amount budgeted therefor in the Operating and Capital Budget. The form of such operating statements shall be substantially in the form attached hereto as Schedule 8.22(a).

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(b) The Borrower shall enter into an Acceptable COD O&M Arrangement no later than the Initial Partial-Taking Over Date. Prior to the adoption thereof, the proposed Acceptable COD O&M Arrangement shall be subject to the prior approval of the Administrative Agent (acting at the direction of the Supermajority Lenders).

(c) If the Borrower enters into a Borrower O&M Plan or a Kallpa O&M Agreement pursuant to paragraph (b) above and at any time during which the Borrower O&M Plan or Kallpa O&M Agreement is in effect a report delivered by the Independent Engineer in accordance with Section 8.01(f) identifies any performance benchmark identified in Schedule 1.01(B) has not been met or the Project is not currently in compliance with such performance benchmarks, then the Administrative Agent shall provide written notice of such event to the Borrower and the Lenders. Upon receipt of such written notice, the Borrower shall enter into an Acceptable Non-Affiliate O&M Agreement within three (3) months of receipt of such written notice if such event in (i) or (ii) above has (x) not been rectified to the satisfaction of the Supermajority Lenders or (y) waived by the Supermajority Lenders.

8.23 Transactions with Affiliates.

The Borrower shall not directly or indirectly enter into any transaction that is otherwise permitted hereunder with or for the benefit of an Affiliate of the Borrower (including guarantees and assumptions of obligations of an Affiliate of the Borrower) except upon fair and reasonable terms no less favorable to the Borrower than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Borrower. Simultaneously with the delivery of a copy of such executed Additional Project Document entered into with an Affiliate pursuant to Section 8.20(i), the Borrower shall deliver to the Administrative Agent (a) a certificate of an Authorized Officer of the Borrower describing such transaction in reasonable detail and certifying as to the satisfaction of the conditions set forth in this Section 8.23 and (b) the Ancillary Documents required in connection therewith. Each Project Document entered into with an Affiliate as of the Closing Date is listed on Schedule 7.15(a).

8.24 Other Documents and Information. The Borrower shall furnish the Administrative Agent:

(a) promptly after the filing thereof, a copy of each filing, certification, waiver, exemption, claim, declaration, or registration made with respect to Government Approvals to be obtained or filed by the Borrower, the Kallpa Operator or any Credit Party with any Government Authority in connection with the Project, other than such filings, certifications, waivers, exemptions, claims, declarations, or registrations that are routine or ministerial in nature and in respect of which a failure (individually or on an aggregate basis) to file could not reasonably be expected to have a Material Adverse Effect;

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(b) promptly after receipt or publication thereof, a copy of each Government Approval obtained by the Borrower (other than such Government Approvals obtained by the Borrower in the ordinary course of its business);

(c) promptly upon obtaining knowledge thereof, a description of each material change in the status of any Government Approval identified on Schedule 7.05(a) through (d);

(d) promptly after the delivery thereof to the addressee, a copy of each material notice, demand or other communication delivered by the Borrower pursuant to any Transaction Documents other than in the ordinary course of business;

(e) within thirty (30) days of the Closing Date, certified English translations of each Security Document governed by Peruvian law and executed in the Spanish Language.

8.25 Cooperation. The Borrower shall perform such acts as are reasonably requested by the Administrative Agent to carry out the intent of, and transactions contemplated by, this Agreement and the other Transaction Documents. The Borrower will cooperate with the Independent Engineer so that the Independent Engineer may provide, no later than 30 days after receipt of all data, a report to the Lenders reviewing the operation and maintenance of the Project for the prior Fiscal Year in accordance with Section 8.01(f).

8.26 Performance Tests.

(a) The Borrower shall not, without the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed) in consultation with the Independent Engineer, agree with the EPC Contractor on the protocol for Performance Tests. The Administrative Agent shall not be obligated to approve such protocols for Performance Tests unless all such Performance Tests are undertaken in all material respects in compliance with all Government Approvals as is or in the future shall be necessary for the Project under applicable Government Rules (except any such Government Rules and Government Approvals the non-compliance with which could not reasonably be expected to result in a Material Adverse Effect, with respect to the Project).

(b) The Administrative Agent and the Independent Engineer have the right to witness and verify any Performance Tests in accordance with the guidelines set forth in Exhibit C to the EPC Contract and Good Industry Practices. The Borrower shall give the Administrative Agent and the Independent Engineer notice regarding each proposed Performance Test no less than fifteen (15) Business Days prior to any Performance Test and shall deliver a copy of the Test Procedures (as defined in the EPC Contract) to the Administrative Agent and the Independent Engineer within one (1) Business Day of receipt from the EPC Contractor. If, upon completion of any Performance Tests, the Borrower has decided to use such Performance Tests as the basis for the issuance of the Partial Taking-Over Certificate or the Final Taking-Over Certificate, it shall so notify the Administrative Agent and the Independent Engineer and shall deliver a copy of all test results supporting the results of such Performance Test, accompanied by supporting data and calculations including a report that indicates the Borrower’s preliminary opinions as to the results of the

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Performance Tests (each, a “Performance Test Report”) and the Independent Engineer will, upon a thorough review of such Performance Test Report, certify in writing to the Administrative Agent, within five (5) Business Days of the receipt of such Performance Test Report, the results of the Performance Tests and confirming that such Performance Tests were performed in accordance with the EPC Contract and Good Industry Practices or deliver a report to the Administrative Agent and the Borrower setting forth in reasonable detail any objections of the Independent Engineer to such Performance Test Report. If any such valid objections are made, then the Borrower shall be permitted to address such objections to the reasonable satisfaction of the Independent Engineer or conduct additional Performance Tests in accordance with this Section 8.26.

(c) The Borrower shall permit the EPC Contractor to complete Performance Tests, in accordance with sub-clauses (a) and (b) above, in order to achieve the performance guarantee levels pursuant to Section 10.9 of the EPC Contract.

8.27 Separateness.

(a) The Borrower shall maintain separate bank accounts and separate books of account from, the Project Sponsor, the Kallpa Operator and from the Pledgors. The separate liabilities of the Borrower shall be readily distinguishable from the liabilities of each Affiliate of the Borrower, including the Pledgors, the Project Sponsor and the Kallpa Operator (to the extent a Kallpa O&M Agreement has been executed pursuant to the terms of this Agreement) (except to the extent otherwise contemplated by the Transaction Documents).

(b) The Borrower shall conduct its business solely in its own name in a manner not misleading to other Persons as to its identity.

8.28 Final Taking-Over; Commercial Operation; Project Completion.

(a) The Borrower shall cause the Final Taking-Over Date to occur on or before the Required Final Taking-Over Date.

(b) The Borrower shall cause Project Completion to occur on or before the Required Project Completion Date.

(c) In the event that (a) the Borrower has not achieved the Commercial Operation Date prior to the Required COD Trigger Date and (b) the Independent Engineer has indicated, at least one (1) month prior to such Required COD Trigger Date, that the Borrower shall not reasonably be able to achieve Commercial Operation Date by the Investment Agreement Termination Date, the Borrower shall provide to the Administrative Agent within five (5) Business Days of receipt of notice of the Independent Engineer pursuant to clause (b) above, a binding proposal for one or more PPAs to be assigned to the Borrower in order to replace the ElectroPeru PPA prior to the Investment Agreement Termination Date; provided, that if such proposal is not acceptable to the Supermajority Lenders, then the Borrower shall have until the Required COD Trigger Date to provide additional proposals which must be acceptable to the Supermajority Lenders.

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8.29 Suspension or Abandonment. The Borrower shall not (i) permit or suffer to exist an Event of Abandonment or (ii) order or allow to subsist or consent to any suspension of work in excess of sixty (60) consecutive days under any Project Document relating to the Project in each such case without the prior written approval of the Administrative Agent (acting at the direction of the Majority Lenders).

8.30 Sanctionable Practices. The Borrower shall not (a) engage in (and shall not authorize or permit any Affiliate or any other Person acting on its behalf to engage in) with respect to the Project or any transaction contemplated by this Agreement, any Sanctionable Practice or (b) violate any Anti-Money Laundering Laws.

8.31 Financial Covenants. Commencing on the Initial Amortizing Senior Loan Tranche Principal Payment Date and on each Principal Payment Date thereafter until the satisfaction in full of its obligations under this Agreement, the Borrower shall maintain a Debt Service Coverage Ratio no less than 1.2 to 1.0.

8.32 Closing Fees; Expenses. All fees, costs and expenses due and payable, including pursuant to Sections 2.04 and 11.03 and the Fee Letters shall be paid in accordance with the terms of this Agreement and such Fee Letters and the SACE Reimbursement Agreement.

8.33 Anti-Terrorism; Prohibited Activities. The Borrower (a) will not become a Person or entity described by Section 1 of the Terrorism Order and will not engage in dealings or transactions with any such Persons or entities, (b) will not violate (i) the USA PATRIOT Act or (ii) the Comprehensive Iran Sanctions, Accountability, and Divestment Act (CISADA) of 2010, (b) will not engage in any business relationships with specially designated nationals and blocked persons or entities maintained on the relevant lists by the European Union or any similar publically published list maintained by any other US governmental agency, the United Nations Security Council or any United Nations Security Council Sanctions Committee in relation to embargoes or the fight against terrorism and (c) will not engage in any Prohibited Activities.

8.34 CDM. The Borrower shall provide evidence of the submission (including copies thereof) to the applicable Government Authority of all required forms and other documentation for the registration of the Project under the CDM no later than the Project Completion Date.

8.35 Accounts. The Borrower shall not hold any bank accounts other than (a) the Project Accounts and (b) the Unsecured Accounts.

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ARTICLE IX

EVENTS OF DEFAULT

9.01 Events of Default; Remedies. If one or more of the following events (the “Events of Default”) shall occur and be continuing:

(a) The Borrower shall (i) default in the payment when due of any principal of any Loan due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise or (ii) default in the payment when due of any interest on any Loan or any fee or any other amount payable by it under this Agreement or under any other Financing Document and the default described in this clause (ii) shall continue unremedied for a period of three (3) Business Days after the occurrence of such default; or

(b) The Credit Parties or Israel Corporation shall default for a period beyond any applicable grace period (i) in the payment of any principal, interest or other amount due under any agreement or instrument involving Indebtedness and the outstanding amount or amounts payable under any such agreement or instrument equals or exceeds (x) in the case of the Borrower, any Pledgor or the Project Sponsor, $5,000,000 in the aggregate and (y) in the case of Israel Corporation, solely until the Project Completion Date, $25,000,000 in the aggregate or (ii) in the performance of any obligation due under any agreement involving Indebtedness if in the case of this clause (ii), pursuant to such default, the holder of the obligation concerned has accelerated the maturity of any Indebtedness evidenced thereby which equals or exceeds (x) in the case of the Borrower, any Pledgor or the Project Sponsor, $5,000,000 in the aggregate and (y) in the case of Israel Corporation, solely until the Project Completion Date, $25,000,000 in the aggregate; or

(c) (i) Any representation or warranty made or deemed made by any Credit Party or Israel Corporation (in the case of Israel Corporation, until Project Completion) in this Agreement or any other Financing Document or (ii) any representation, warranty or statement in any certificate, financial statement or other document furnished to the Administrative Agent or any Lender by or on behalf any Credit Party or Israel Corporation (in the case of Israel Corporation, until Project Completion) or (iii) any material representation or warranty made or deemed made by any Material Project Party in connection with any Transaction Document or (iv) any material representation, warranty or statement in any certificate, financial statement or other document furnished to the Administrative Agent or any Lender by or on behalf of any Material Project Party shall prove to have been false or misleading in any material respect as of the time made or deemed made, confirmed or furnished; or

(d) (i) The Borrower shall fail to observe or perform any covenant or agreement contained in Section 8.01(c), 8.01(j), 8.02, 8.04(a), 8.05(a), 8.05(b), 8.05(c), 8.05(d), 8.05(l), 8.05(m), 8.08, 8.09, 8.11 through 8.15, 8.16(a), 8.17, 8.18(c), 8.23, 8.28 through 8.31, 8.33 and 8.35 or shall default in the performance of any of its obligations contained in any Security Document and shall fail to cure such default within the grace period specified therein, if any or (ii) any other Credit Party or Israel Corporation (in the case of Israel Corporation, until Project Completion) shall fail to observe or perform any covenant or agreement contained in any Transaction Documents to which it is a party (not otherwise addressed in this Section 9.01) and shall fail to cure such default within the grace period specified therein, if any; or

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(e) The Borrower shall default in the performance of any of its covenants or obligations to be performed or observed by it under this Agreement or any other Financing Document (not otherwise addressed in this Section 9.01) and such default shall continue unremedied (i) for a period of thirty (30) days after written notice of such default (specifying such default and requiring remedy thereof) from the Administrative Agent and (ii) for an additional fifteen (15) days only if the Borrower is diligently pursuing a cure and such default could not reasonably be expected to result in a Material Adverse Effect; or

(f) A Bankruptcy shall occur with respect to a Credit Party or Israel Corporation (in the case of Israel Corporation, until Project Completion); or

(g) A Bankruptcy shall occur with respect to (i) prior to the expiration of the EPC Contractor’s warranty obligations and settlement of all claims under the EPC Contract, the EPC Contractor, (ii) any counterparty to a material PPA (including ▇▇▇ del Sur and ElectroPeru) or the Operator or (iii) any other Material Project Party to the extent that such Bankruptcy could reasonably be expected to result in a Material Adverse Effect; or

(h) (i) The Liens in favor of the Secured Parties under the Security Documents shall at any time cease to constitute valid and perfected Liens granting a first priority security interest in the Collateral to the Secured Parties (other than Liens having priority by Government Rule), (ii) except for expiration in accordance with its terms, any of the Security Documents shall at any time for any reason cease to be valid and binding or in full force and effect or (iii) the enforceability of any Financing Document shall be contested by any Credit Party or Affiliate of any Credit Party, and in the case of clause (i) or (ii) (unless the event set forth in clause (ii) is the result of a declaration as set forth in clause (i) below), such circumstance continues unremedied for more than three (3) Business Days after notice of such circumstance from the Administrative Agent; or

(i) Any obligor under a Security Document (excluding any Secured Party) (including each counterparty to a Consent and Agreement) shall default in the performance of any of its material obligations (other than a payment obligation, which is governed by other provisions of this Section 9.01) under such Security Document and such default shall continue unremedied for more than 30 days after the occurrence thereof; provided, that if such default constitutes a contest or repudiation of the enforceability of such Security Document against an obligor, such event shall be governed by either paragraph (h) or (m) of this Section 9.01; or

(j) A final judgment or judgments for the payment of money (i) in respect of the Borrower, any Pledgor or the Project Sponsor, greater than $5,000,000 in the aggregate or (ii) prior to Project Completion, in respect of Israel Corporation, greater than $25,000,000 in the aggregate, shall be rendered by one or more Government Authorities, arbitral tribunals or other bodies having jurisdiction against any such Person and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution shall not be procured, within 30 days from the date of entry of such judgment or judgments provided, that any judgments that shall have been cash collateralized through additional contributions of equity to the Borrower shall not be a Default or Event of Default under this clause (j); or

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(k) (i) Any counterparty to a material PPA (including ▇▇▇ del Sur and ElectroPeru), the EPC Contractor or the Operator shall default in the performance of its obligation to maintain in full force and effect the insurance required by such party under the respective Material Project Document or (ii) solely to the extent that such default could reasonably be expected to result in a Material Adverse Effect, any other Material Project Party not listed in sub-clause (i) above, shall default in the performance of its obligation to maintain in full force and effect the insurance required by such Material Project Party under the respective Material Project Document; or

(l) (i) Any material Government Approval shall be Impaired and such Impairment continues to exist for more than thirty (30) days or such Government Approval is not replaced within thirty (30) days on terms and conditions that are in all material respects no less beneficial to the Borrower than those of such Impaired Government Approval; provided that if such Impairment could reasonably be expected to have a Material Adverse Effect then the foregoing grace period shall not apply or (ii) any other Government Approval shall be Impaired and such Impairment could reasonably be expected to result in a Material Adverse Effect; or

(m) (i) This Agreement or any other Transaction Document ceases to be enforceable against the Credit Party (or Israel Corporation, until Project Completion) party thereto (except for the expiration thereof in accordance with its terms and not as a result of a breach or default thereunder), (ii) any Financing Document, except for any Security Document, shall otherwise cease to be valid and binding on the Credit Party (or Israel Corporation, until Project Completion) party thereto or in full force and effect or shall be Impaired (in each case, except in connection with its expiration in accordance with its terms in the ordinary course (and not related to any default hereunder)) or (iii) any Credit Party (or Israel Corporation, until Project Completion) party to a Financing Document shall have expressly repudiated its obligations thereunder; or

(n) (i) Any Material Project Document shall at any time for any reason cease to be valid and binding or in full force and effect or shall be Impaired (except for the expiration thereof in accordance with its terms and not as a result of a breach or default thereunder) or (ii) any Credit Party or Material Project Party shall be in default (after any applicable notice, grace period or both) under any Material Project Document and such default could reasonably be expected to result in a Material Adverse Effect; or

(o) An Event of Abandonment shall have occurred; or

(p) An Environmental and Social Claim shall have been brought against the Borrower, which, individually or, in the case of multiple similar fact claims, in the aggregate, could reasonably be expected to have a Material Adverse Effect; or

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(q) An Event of Taking shall have occurred with respect to (i) any Equity Interest in any Credit Party or (ii) all or substantially all of the Project, or otherwise could reasonably be expected to have a Material Adverse Effect, or an Event of Total Loss occurs; or

(r) A Change in Control shall have occurred; or

(s) (i) The Borrower shall incur any material liability under Title IV of ERISA or with respect to Foreign Plans or (ii) a Lien with respect to an employee benefit plan (as defined in Section 3(3) of ERISA) or a Foreign Plan shall arise on any of the assets of the Credit Parties and in each case in clauses (i) and (ii) that in the opinion of the Majority Lenders, when taken together with all other ERISA liability or liability with respect to Foreign Plans, could reasonably be expected to result in a Material Adverse Effect.

THEREUPON:

(1) in the case of an Event of Default other than the one referred to in paragraph (f) of this Article IX, with respect to the Borrower, the Administrative Agent may with the consent of the Majority Lenders, and, upon request of the Majority Lenders, shall take either or both of the following actions, at the same or different times, (x) terminate the Commitments, and thereupon the Commitments shall terminate immediately and (y) declare the principal amount then outstanding of, and the accrued interest on, the Loans and all other amounts payable by the Borrower hereunder and under the Notes and the other Financing Documents (including any amounts payable under Section 5.03 or 5.04) to be forthwith due and payable (or both), whereupon such amounts shall be immediately due and payable without notice, presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower; and

(2) in the case of the occurrence of an Event of Default referred to in paragraph (f) of this Article IX, with respect to the Borrower, the Commitments shall automatically terminate and the principal amount then outstanding of, and the accrued interest on, the Loans and all other amounts payable by the Borrower under this Agreement and under the Notes and the other Financing Documents (including any amounts payable under Section 5.03 or 5.04) shall automatically become immediately due and payable without notice, presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower.

9.02 Exercise of Rights. In the case of any Event of Default, in addition to the exercise of remedies set forth in clauses (1) and (2) above, the Offshore Collateral Agent or the Onshore Collateral Agent, as applicable, shall have the right, with respect to clauses (1) and (2), upon the consent or at the request of the Majority Lenders to exercise any and all rights of a secured creditor with respect to the Collateral. It is also understood and agreed that an individual Lender in its capacity as such shall not have an independent right to exercise the rights or remedies pursuant to this Article IX or against the Borrower or any Collateral and the exercise of such rights or remedies shall be undertaken solely by the Administrative Agent or Offshore Collateral Agent or Onshore Collateral Agent as provided in the Financing Documents.

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ARTICLE X

THE ADMINISTRATIVE AGENT

10.01 Appointment, Powers and Immunities. Each Lender, and the SACE Agent on behalf of each of the Tranche D Lenders, hereby irrevocably appoints and authorizes the Administrative Agent to act as its administrative agent under this Agreement and the other Financing Documents with such powers as are specifically delegated to the Administrative Agent by the terms of the Financing Documents, together with such other powers as are reasonably incidental to such powers. The Administrative Agent (which term as used in this sentence and in Section 10.05 and the first sentence of Section 10.06 shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees, representatives and agents): (a) shall have no duties or responsibilities except those expressly set forth in the Financing Documents, and shall not by reason of any Financing Document be a trustee for any Lender; (b) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in any Financing Document, or in any certificate or other document referred to or provided for in, or received by any of them under, any Financing Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Financing Document or any other document referred to or provided for in any Financing Document or for any failure by the Borrower or any other Person to perform any of its obligations under any Financing Document; (c) shall not be required to initiate or conduct any litigation or collection proceedings under any Financing Document; and (d) shall not be responsible for any action taken or omitted to be taken by it under any Financing Document or under any other document or instrument referred to or provided for in any Financing Document or in connection with any Financing Document, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in an order that is no longer subject to appeal or review. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact reasonably selected by it in good faith. The Administrative Agent may deem and treat the payee of any Note as the holder of such Note for all purposes of the Financing Documents unless and until a notice of the assignment or transfer of such Note shall have been filed with the Administrative Agent, together with the consent of the Borrower to such assignment or transfer (to the extent provided in Section 11.06(b)).

10.02 Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon any certification, notice or other communication (including any made by telephone, telecopy, telex, telegram or cable) reasonably believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the Agents. As to any matters not expressly provided for by any Financing Document, the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Financing Document in accordance with the instructions given by the requisite number of Lenders as are required by this Agreement in such circumstance, and such instructions of such Lenders and any action taken or failure to act pursuant to such instructions shall be binding on all of the Lenders.

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10.03 Defaults. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default (other than the nonpayment of principal of or interest on Loans or of fees payable hereunder for such Agent) unless the Administrative Agent has received notice from the SACE Agent, a Lender or the Borrower specifying such Default and stating that such notice is a “Notice of Default”. In the event that the Administrative Agent receives such a notice of the occurrence of a Default, the Administrative Agent shall give prompt notice of such receipt to the SACE Agent, each Lender (and shall give each Lender prompt notice of each such nonpayment) and the Borrower (if such notice was not from the Borrower). The Administrative Agent shall (subject to Section 10.07) take such action with respect to such Default as shall be directed by the Majority Lenders or; provided, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as they shall deem advisable in the best interest of the Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of all or some of the Lenders (as applicable).

10.04 Rights as a Lender. With respect to its Commitments and the Loans made by it, Sumitomo Mitsui Banking Corporation (and any successor acting as Administrative Agent) in its capacity as a Lender under the Financing Documents shall have the same rights, privileges and powers under the Financing Documents as any other Lender and may exercise the same as though it were not acting as the Administrative Agent, and the term “Lender” or “Lenders” shall, unless the context otherwise indicates, include the Administrative Agent in its individual capacity. Sumitomo Mitsui Banking Corporation (and any successor acting as Administrative Agent) and its affiliates may (without having to account for the same to any Lender) accept deposits from, lend money to, make investments in and generally engage in any kind of banking, trust or other business with the Borrower (and any of Borrower’s Affiliates) as if it were not acting as the Administrative Agent, and Sumitomo Mitsui Banking Corporation and its affiliates may accept fees and other consideration from the Borrower for services in connection with this Agreement or otherwise without having to account for the same to the Lenders.

10.05 Indemnification. The Lenders agree to indemnify (x) the Administrative Agent (to the extent not reimbursed under Section 11.03, but without limiting the obligations of the Borrower under such Section 11.03) and (y) the Agents (to the extent not reimbursed under the Collateral Agency and Depositary Agreement or the other Security Documents, but without limiting the obligations of the Borrower under the Security Documents), in each case ratably in accordance with the aggregate principal amount of the Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against such Person (including by any Lender) arising out of or by reason of any investigation or in any way relating to or arising out of this Agreement or any other Transaction Document or any other documents contemplated by or referred to in this Agreement or in the other Transaction Documents or the transactions contemplated by this Agreement under Section 11.03, but excluding, unless a Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties or the enforcement of any of the terms of this Agreement or of the other Transaction Documents or of

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any such other documents; provided, that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Person to be indemnified as determined by a court of competent jurisdiction in an order that is no longer subject to appeal or review.

10.06 Non-Reliance on the Administrative Agent and Other Lenders. Each Lender agrees that it has, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Borrower and decision to enter into this Agreement and that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or any other Transaction Document. The Administrative Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or any other Person of this Agreement or any other Transaction Document or any other document referred to or provided for in this Agreement or in any other Transaction Document or to inspect the Properties or books of the Borrower or such other Person. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent under this Agreement, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of the Borrower (or any of its Affiliates) which may come into the possession of the Administrative Agent or any of its affiliates.

10.07 Failure to Act. Except for action expressly required of the Administrative Agent under this Agreement and under the other Transaction Documents to which the Administrative Agent is intended to be a party, the Administrative Agent shall in all cases be fully justified in failing or refusing to act under this Agreement and under the other Transaction Documents unless it shall receive further assurances to its reasonable satisfaction from the Lenders of their indemnification obligations under Section 10.05 against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action; provided that the Administrative Agent will not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Transaction Document or applicable law.

10.08 Resignation or Removal of the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by notice to the Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Supermajority Lenders. Upon any such resignation or removal, the Supermajority Lenders shall have the right to appoint a successor Administrative Agent, which successor Administrative Agent shall (so long as no Event of Default has occurred and is continuing) be reasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Supermajority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the Supermajority Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and, at the sole cost of the Borrower, apply to a court of competent jurisdiction to appoint a successor Administrative Agent, which shall be an Acceptable Bank

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which has an office in New York, New York, which successor Administrative Agent shall (so long as no Event of Default has occurred and is continuing) be reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Administrative Agent by a successor Administrative, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents to which it is intended to be a party. After any retiring Administrative Agent’s resignation or removal as Administrative Agent, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

10.09 Consents under Transaction Documents. Except as otherwise provided in Section 11.04 with respect to any modification, supplement or waiver under this Agreement, the Administrative Agent shall, upon the prior consent of the Majority Lenders (or the requisite number of Lenders required to provide consent pursuant to the terms of such Transaction Document), consent to (and shall direct the Collateral Agents, if applicable, to enter into) any modification, supplement or waiver under any other such Transaction Document to which the Administrative Agent or the Collateral Agent is intended to be a party; provided, that without the prior consent of each Senior Lender, the Administrative Agent shall not (and, if applicable, shall not direct the Collateral Agent to) (except as contemplated in this Agreement or in the Security Documents) release any material portion of Collateral or otherwise terminate any Lien under any Security Document securing a material portion of the Collateral or agree to additional obligations being secured by the Collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by such Security Document and is otherwise permitted under this Agreement or the Security Documents), except that no such consent shall be required, and the Administrative Agent is hereby authorized, to release (and to direct the Collateral Agent to release) any Lien covering Property of the Borrower or any other Person which is the subject of a disposition of Property of the Borrower or such other Person which is permitted or contemplated under this Agreement or under the relevant Security Document or to which all of the Senior Lenders have otherwise consented; and provided further that, the Administrative Agent may (but is not obligated to), without the prior consent of any Senior Lender, consent to, and shall direct the Collateral Agent, if applicable, to enter into, any amendment, modification or supplement to any Transaction Document to which the Administrative Agent or the Collateral Agent is a party, that is solely administrative in nature and the Administrative Agent shall promptly provide written notice to the Lenders regarding such amendment, modification or supplement. Notwithstanding anything to the contrary set forth herein, the Administrative Agent, with the consent of the Borrower, may amend, modify or supplement any Transaction Document to cure any ambiguity, typographical error, defect or inconsistency.

10.10 Appointment by Administrative Agent. Each Senior Lender hereby irrevocably authorizes the Administrative Agent to act as its agent under the Collateral Agency and Depositary Agreement to appoint the Offshore Collateral Agent, the Onshore Collateral Agent and the Depositary thereunder on behalf of such Senior Lender and the other Secured Parties, such appointment subject to the terms and conditions of such agreement.

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10.11 Reports; Etc. The Administrative Agent shall deliver to each Lender, COFIDE and the SACE Agent, (i) a copy of each budget, financial statement and other report delivered by the Borrower to it pursuant to the terms of this Agreement promptly following receipt of such information and (ii) any documentary condition precedent referenced in Sections 6.01 to 6.03 or report or certificate produced by any of the Independent Advisors or any other independent advisor to the Lenders requested by a Lender promptly following receipt of such document and the written request therefor.

10.12 Joint Mandated Arrangers. The Joint Mandated Arrangers, in their capacities as such, shall not have any obligations or liabilities hereunder.

ARTICLE XI

MISCELLANEOUS

11.01 Waiver. No failure on the part of the Administrative Agent or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, remedy, power or privilege under this Agreement, any Note or any other Financing Document shall operate as a waiver of such right, remedy, power or privilege, and no single or partial exercise of any right, remedy, power or privilege under this Agreement, any Note or any other Financing Document shall preclude any other or further exercise of such right, remedy, power or privilege, or the exercise of any other right, power or privilege. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law. All covenants of the Borrower and the other Credit Parties set forth in this Agreement and the other Financing Documents and all Events of Default set forth in Section 9.01 shall be given independent effect so that, in the event that a particular action or condition is not permitted by the terms of any such covenant or would result in a Default, the fact that such event or condition could be permitted by an exception to, or be otherwise within the limitations of, another covenant or another Event of Default shall not avoid the occurrence of a Default or an Event of Default in the event that such action is taken or condition exists.

11.02 Notices. All notices, requests and other communications provided for in this Agreement and under the other Financing Documents (including any modifications of, or waivers or consents under, this Agreement) shall be given or made (a) in writing and (b) sent by facsimile or overnight courier (if for inland delivery) or international courier (if for overseas delivery) delivered to the intended recipient at the “Address for Notices” specified below its name on the signature pages of this Agreement or in the relevant section as specified in other Financing Documents, or as to any party, at such other address as shall be designated by such party in a notice to each other party; provided that, (x) any non-material notices or (y) any reports, certifications or supporting materials relating to ongoing reporting requirements (to the extent any such items do not require action by any Lender or Secured Party) may be provided by posting to DebtDomain provided that the Lenders and the Secured Parties are promptly notified in writing (which shall include email) that such materials have been posted to DebtDomain. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when (i) if sent by facsimile, when sent (on receipt of confirmation), (ii) if posted to DebtDomain as permitted pursuant to this Section 11.02, when the Secured Parties have been notified of such posting and (iii) if by courier service, (x) two (2) Business Days after deposit with an overnight courier if for inland delivery and (y) or four (4) Business Days after depositing with an international courier if for overseas delivery; provided, that no notice to the Administrative Agent shall be effective until received by the Administrative Agent.

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11.03 Expenses; Indemnification; Etc. The Borrower agrees to pay or reimburse each of the Lenders and the Agents (from time to time, and including as a condition precedent to each of the Closing Date and the Initial Disbursement Date) for: (a) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including the reasonable fees and expenses of its counsel Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ), the Offshore Collateral Agent (including the reasonable fees and expenses of its counsel Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP), the Onshore Collateral Agent (including the reasonable fees and expenses of its counsel ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ Abogados), ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ Abogados, special Peruvian counsel to the Senior Lenders (or such replacement counsel that the Administrative Agent may select from time to time which, so long as no Default has occurred and is continuing, shall be reasonably satisfactory to the Borrower), and experts (including the Independent Advisors and the Model Auditor) engaged by the Administrative Agent from time to time, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents, any COFIDE Guarantee and the extension of credit under this Agreement, (ii) any amendment, modification or waiver of any of the terms of this Agreement or any other Transaction Document or any COFIDE Guarantee and (iii) the syndication of Commitments or Loans, (b) all costs and expenses of the Senior Lenders and the Agents (including counsels’ fees and expenses and experts’ fees and expenses incurred by or on behalf of the Agents) in connection with (i) any Default and any enforcement or collection proceedings resulting from such Default or in connection with the negotiation (and preparation, execution and delivery of any related documentation) of any restructuring or “work-out” (whether or not consummated) of the obligations of the Borrower under this Agreement, any other Credit Party under any Financing Documents or the obligations of (x) any Project Party under any Project Document or (y) the obligations of COFIDE or SACE under any COFIDE Guarantee and the SACE Policy, as applicable, (ii) the enforcement of this Section 11.03(b), (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any Government Authority in respect of this Agreement or any other Transaction Document or any other document referred to in this Agreement or in any such other Transaction Document and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any Lien contemplated by this Agreement or any other Transaction Document to which the Agents are intended to be a party or any other document referred to in this Agreement or in any such other Transaction Document and (d) solely payable to FMO, an amount equal to the VAT payable by FMO to COFIDE in respect of the fee payable by FMO to COFIDE pursuant to the terms of its COFIDE Guarantee. The Administrative Agent shall be entitled to instruct the Offshore Collateral Agent (and the Offshore Collateral Agent shall so instruct the Trustee and the Depositary, as applicable) to withdraw from the Project Accounts amount owed pursuant to this Section 11.03 and pay such amounts to the applicable Person.

The Borrower hereby agrees to indemnify the Agents, each Lender and each of their respective Affiliates and their respective officers, directors, employees, representatives, attorneys and agents (each, an “Indemnitee”) from, and shall hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including the reasonable fees and expenses of counsel for each Indemnitee in connection with any

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investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party to any such proceeding) that may at any time (including at any time following the Termination Date) be imposed on, asserted against or incurred by an Indemnitee as a result of, or arising out of, or in any way related to or by reason of any claim with respect to (a) any of the transactions contemplated by this Agreement or by any other Transaction Document or the execution, delivery or performance of this Agreement or any other Transaction Document, (b) the extensions of credit under this Agreement or the actual or proposed use by the Borrower of any of the extensions of credit under this Agreement or the grant to the Administrative Agent or the Collateral Agent for the benefit of, or to any of, the Secured Parties of any Lien on the Collateral or in any other Property of the Borrower or any other Person or any membership, partnership or Equity Interest in the Borrower or any other Person and (c) the exercise by the Administrative Agent, the Trustee, the Common Representative or the Collateral Agent (or the other Secured Parties) of their rights and remedies (including foreclosure) under any Security Document (but excluding, as to any Indemnitee, any Excluded Taxes, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements, to the extent incurred by reason of the gross negligence or willful misconduct of such Indemnitee as finally determined by a court of competent jurisdiction). Without limiting the generality of the foregoing, the Borrower hereby agrees to indemnify each Indemnitee from, and shall hold each Indemnitee harmless against, any losses, liabilities, claims, damages, reasonable expenses, obligations, penalties, actions, judgments, suits, costs or disbursements described in the preceding sentence (including any Lien filed against the Project by any Government Authority) (collectively, “Losses”) arising under any Environmental and Social Law or relating to any Environmental and Social Claim as a result of the past, present or future facilities or operations of the Borrower or any predecessors to Borrower, or the past, present or future condition or operation of the Project, or any Release, threatened Release or Use of any Hazardous Materials with respect to the Project (including any Release, threatened Release or Use of Hazardous Materials which occurs during any period when such Indemnitee shall be in possession of any such site or facility following the exercise by the Administrative Agent or any other Secured Party of any of its rights and remedies under this Agreement or under any Financing Document or any other Transaction Document where such Release, threatened Release or Use commenced or occurred prior to such period); provided, however, that the Borrower shall have no such obligation to indemnify any Indemnitee to the extent that any such Losses are directly and primarily caused solely by such Indemnitee’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction.

11.04 Amendments; Etc. Except as otherwise expressly provided in this Agreement, any provision of this Agreement may be amended or modified only by an instrument in writing signed by each of the Borrower, the Administrative Agent and the Majority Lenders (or the requisite number of Lenders required to provide consent as specified in this Agreement) or by each of the Borrower, the Administrative Agent with the consent of the Majority Lenders (or the requisite number of Lenders required to provide consent as specified in this Agreement) and any provision of this Agreement may be waived by the Majority Lenders (or the requisite number of Lenders required to provide consent as specified in this Agreement) or by the Administrative Agent acting with the consent of the Majority Lenders (or the requisite number of Lenders required to provide consent as specified in this Agreement); provided, that (a) no amendment, modification or waiver shall, unless by an instrument signed by all of the Senior

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Lenders or by the Administrative Agent acting with the consent of all of the Senior Lenders (i) increase or extend the term, or extend the time or waive any requirement for the termination of the Commitments, (ii) extend the scheduled date for the payment of principal of or interest on any Loan or any fee under this Agreement, (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable on any such amount or any fee is payable under this Agreement, (v) alter the rights or obligations of the Borrower to prepay Loans, (vi) alter the terms of this Section 11.04, (vii) alter the subordination terms and conditions listed in Exhibit D, (viii) amend the definition of the terms “Supermajority Lenders” or “Majority Lenders” or modify in any other manner the number or percentage of the Senior Lenders required to give any consent or make any determinations or waive any rights under this Agreement or to modify any provision of this Agreement, (ix) amend, modify or waive the requirements of Section 11.06(b), (x) amend the definition of the term “Interest Expense” or delete “Permitted Swap Agreements” from the definition of “Financing Documents”, (x) amend the conditions precedent in Section 6.02 or (xi) release any material portion of the Collateral or otherwise terminate any Lien under any Security Document securing a material portion of the Collateral, or result in additional obligations being secured by the Collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by such Security Document and is otherwise permitted under this Agreement or the Security Documents), except that no such consent shall be required to release (and to direct the Collateral Agent to release) any Lien covering Property of the Borrower or any other Person which is the subject of a disposition of Property of the Borrower or such other Person which is permitted or contemplated under this Agreement or under the relevant Security Document or to which all of the Lenders have otherwise consented or upon the Termination Date; and provided further that, (b) any amendment, modification, waiver or supplement of Article X shall require the consent of the Administrative Agent and, only to the extent Section 10.05 or Section 10.06 would be amended, modified or supplemented as a result thereof, the Collateral Agent, (c) any amendment of the definition of the term “Permitted Swap Provider”, “Secured Obligation”, or “Secured Party” or any terms related to the release of any material portion of the Collateral or the pari passu status of the Secured Obligations shall require the consent of each Permitted Swap Provider, (d) (i) any amendment, modification, waiver or supplement of Section 6.03(m), Section 8.04, Section 8.09, Section 8.12(g), Section 8.30 and Section 8.33, including the defined terms used therein shall require the consent of DEG and FMO, (ii) any amendment, modification, waiver or supplement of Section 6.03(n) shall require the consent of any Senior Lender party to a COFIDE Guarantee and (iii) any amendment, modification, waiver or supplement of Section 8.01(j)(v) shall require the consent of DEG and (e) any amendment, modification, waiver or supplement of (i) the definition of “Tranche D Lenders” or “Tranche D Majority Lenders”, (ii) an extension to the date of payment of any amounts due to the SACE Agent, SACE or the Tranche D Lenders under the Financing Documents, (iii) a reduction in the rate at which interest is payable with respect to the Tranche D Loans or a reduction in the amount of principal, interest, fee or commission payable to the SACE Agent, SACE or the Tranche D Lenders under the Financing Documents, (iv) an increase or decrease in, or an extension of, the Tranche D Loan Commitments, (v) a change in the Obligation Currency of the Tranche D Loans, (vi) an extension of the Tranche D Commitment Period, (vii) the terms of this Section 11.04 or (viii) the waiver of any condition precedent set forth in Section 6.02(o) shall require the consent of SACE and all of the Tranche D Lenders and (f) any amendment or waiver that relates to the rights or obligations of the SACE Agent may not be effected without the consent of the SACE Agent; and

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provided further that, the Agents may, without the consent of any Senior Lender, enter into any amendment, modification or supplement to this Agreement that is solely administrative in nature and the Administrative Agent shall promptly provide written notice to the Lenders regarding such amendment, modification or supplement. Notwithstanding anything to the contrary set forth herein, the Administrative Agent, with the consent of the Borrower, may amend, modify or supplement this Agreement to cure any ambiguity, typographical error, defect or inconsistency.

No Tranche C Lender shall have any voting rights under this Agreement or any other Transaction Document; provided that no amendment, modification or waiver shall, unless by an instrument signed by each Tranche C Lender (a) reduce the amount of any such payment of principal on any Tranche C Loan or (b) reduce the rate at which interest is payable on any Tranche C Loan.

Anything herein to the contrary notwithstanding, during such period as a Senior Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Senior Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitments and the outstanding Loans of such Senior Lender hereunder will not be taken into account in determining whether the Majority Lender, the Supermajority Lenders or all of the Lenders, as required, have approved any such amendment or waiver (and the definition of “Supermajority Lenders” and “Majority Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term of the Commitments of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

11.05 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns.

11.06 Assignments and Participations.

(a) The Borrower may not assign its rights or obligations under this Agreement or under the Notes without the prior consent of all of the Senior Lenders and the Administrative Agent.

(b) Subject to the following sentence, each Lender may assign any of its Loans, its Notes and its Commitments to one or more Eligible Assignees with the prior consent of the Borrower (such consent not to be unreasonably withheld or delayed); provided, that no consent of the Borrower shall be required (i) at any time an Event of Default has occurred and is continuing, (ii) in the case of any assignment to another Lender or an Affiliate of a Lender or (iii) in the case of any assignment to COFIDE or SACE; provided, further, that the Borrower shall be deemed to have consented to such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice

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thereof. All assignments are subject to the following additional conditions: (A) any such partial assignment shall be in an amount at least equal to $5,000,000 (taking into account such Lender’s pro rata assignment of all of its Loans and Commitments), or such other amount determined by the Administrative Agent, (B) each assignment by a Senior Lender of its Senior Loans or Senior Loan Commitments shall be made in such a manner so that the same portion of its Senior Loans or Senior Loan Commitments is assigned to the respective assignee, (C) its Notes, on the one hand, and its Loans or Commitments on the other, may not be assigned separately and (D) any assignment of Tranche C Loans or Tranche C Commitments by any Tranche C Lender shall be made (w) on a pro rata basis between the Tranche C Lenders, (x) may only be made to a Senior Lender, (y) shall be in an amount at least equal to $5,000,000 and (z) such assignment shall increase the Senior Loan Commitments and/or Senior Loans and reduce the Trance C Commitments and the Tranche C Loans on a dollar-for-dollar basis and the amortization schedule attached hereto as Appendix B shall be adjusted accordingly. Upon execution and delivery by the assignee to the Administrative Agent of an assignment and acceptance substantially in the form of the attached Exhibit E, and upon consent to such assignment and acceptance by the Borrower, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Lender under this Agreement holding the Commitments and Loans (or portions thereof) assigned to it (in addition to the Commitments and Loans, if any, previously held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from its Commitments (or portion thereof) so assigned. Upon each such assignment the assigning Lender shall pay the Administrative Agent an assignment fee of $3,500. In furtherance of the foregoing, on the date of any such assignment of Senior Loan Commitments or Senior Loans pursuant to this Section 11.06(b), the Borrower shall deliver to the assignee Lender, a Note and Note Completion Agreement, payable to such assignee Lender.

(c) A Senior Lender may sell or agree to sell to one or more commercial banks or other Persons, a participation in all or any part of any Senior Loan held by it or in its Senior Loan Commitments (provided, that partial participations shall be in an amount at least equal to $5,000,000 (taking into account such Senior Lender’s pro rata participation of all of its Senior Loans and Senior Loan Commitments), or such other amount determined by the Administrative Agent, in which event each purchaser of a participation (a “Participant”) shall have the rights, benefits and obligations of the provisions of Sections 5.02 and 5.04 to the same extent as if it were a Senior Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.06; provided that such Participant shall not be entitled to receive any greater payment under Sections 5.02 or 5.04, with respect to any participation, than its participating Senior Lender would have been entitled to receive unless (i) such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation in such Senior Loans and Senior Loan Commitments and (ii) such Participant agrees to be subject to the provisions of Section 5.05 as if it were an assignee under paragraph (b) of this Section 11.06. Except as otherwise provided in Section 4.07(c), Participant shall not have any other rights or benefits under this Agreement or any Note or any other Financing Document (the Participant’s rights against such Senior Lender in respect of such participation to be those set forth in the agreements executed by such Senior Lender in favor of the Participant). All amounts payable by the Borrower to any Lender under Article V in respect of Senior Loans held by it, and its Senior Loan Commitments, shall

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be determined as if such Senior Lender had not sold or agreed to sell any participations in such Senior Loans and Senior Loan Commitments, and as if such Senior Lender were funding each of such Senior Loan and Senior Loan Commitments in the same way that it is funding the portion of such Senior Loan and Senior Loan Commitments in which no participations have been sold. In no event shall a Senior Lender that sells a participation agree with the Participant to take or refrain from taking any action under this Agreement or under any other Financing Document except that such Senior Lender may agree with the Participant that it will not, without the consent of the Participant, agree to (i) increase or extend the term, or extend the time or waive any requirement for the reduction or termination, of such Senior Lender’s Senior Loan Commitment, (ii) extend the date fixed for the payment of principal of or interest on the related Senior Loans, or any portion of any fee payable to the Participant, (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable on any amount under this Agreement, or reduce any fee or other amount payable to the Participant to a level below the rate at which the Participant is entitled to receive such interest or fee, (v) alter the rights or obligations of the Borrower to prepay the related Senior Loans or (vi) consent to any modification or waiver of this Agreement or of any Security Document to the extent that such waiver or modification requires the consent of each Senior Lender under Section 10.09.

(d) Notwithstanding any other provision contained in this Agreement or any other Financing Document to the contrary, any Senior Lender may assign or pledge all or any portion of its rights under this Agreement or the loans or Notes held by it (i) to any federal reserve bank, Central Bank (including the European Central Bank) or the United States Treasury as collateral security pursuant to Regulation A of the Board and any operating circular issued by such federal reserve bank or (ii) to a special purpose trust or other entity for purposes of securitization of such Senior Lender’s loans; provided, however, that any payment in respect of such assigned Senior Loans or Notes made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned Senior Loans or Notes to the extent of such payment. No such assignment shall release the assigning Lender from its obligation hereunder and in no event shall such entity described in the foregoing sentence be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

(e) A Lender may furnish any information concerning the Borrower in the possession of such Lender from time to time to permitted assignees and participants (including prospective permitted assignees and participants), subject, however, to the provisions of Section 11.10(b).

(f) In connection with any assignment or sale of a participation pursuant to this Article XI, such assignee or Participant shall comply with Section 5.04(e).

(g) No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates.

(h) Anything in this Section 11.06 to the contrary notwithstanding, no assignment and/or transfer of rights and/or obligations of (i) a Tranche D Lender shall be permitted without the prior consent of SACE under the SACE Policy or (ii) any Senior Lender party to a COFIDE Guarantee shall be permitted without the prior consent of COFIDE under the COFIDE Guarantee.

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(i) Anything in this Section 11.06 to the contrary notwithstanding, to the extent that DEG or FMO assign or participate any interest in any Loan or Commitment held by it in accordance with the terms of this Agreement, the rights of DEG and FMO set forth in Section 6.03(m), Section 8.12(a)(vi) and Section 11.04(d) shall not be assignable or otherwise transferable to any such assignee or Participant.

(j) Anything in this Section 11.06 to the contrary notwithstanding, to the extent any prospective Eligible Assignee is subject to a withholding tax that is less favorable to which the assigning Lender is entitled on the date of such assignment, the assigning Lender shall provide the Borrower with prior written notice of its intent to enter into such assignment and the Borrower shall be permitted to replace such prospective assignee with any other Eligible Assignee within fifteen (15) Business Days of receipt of such notice from the assigning Lender.

(k) No assignments will be made to any Defaulting Lender or Potential Defaulting Lender or any of their respective Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment will be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder becomes effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

11.07 SUBMISSION TO JURISDICTION; WAIVERS. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT AND ANY ACTION FOR ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND APPELLATE COURTS FROM ANY THEREOF.

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EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE PARTIES HERETO AT ITS ADDRESS REFERRED TO IN THIS AGREEMENT OR THE COLLATERAL AGENCY AND DEPOSITARY AGREEMENT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED IN ANY OTHER JURISDICTION.

11.08 Process Agent. The Borrower hereby agrees that service of all writs, process and summonses in any such suit, action or proceeding brought in the State of New York may be made upon C T Corporation System currently located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Process Agent”), and the Borrower hereby confirms and agrees that the Process Agent has been duly and irrevocably appointed as its agent and true and lawful attorney-in-fact in its name, place and stead to receive such service of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice of any such service of process to the Borrower shall not impair or affect the validity of such service or of any judgment based thereon. The Borrower hereby further irrevocably consents to the service of process in any suit, action or proceeding in such courts by the mailing thereof by the Collateral Agent or Administrative Agent by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto.

11.09 Marshalling; Recapture. None of the Agents or any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Secured Obligations. To the extent any Lender receives any payment by or on behalf of the Borrower, all or a portion of which payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to the Borrower, or its estate, trustee, receiver, custodian or any other party under any bankruptcy or insolvency law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by the amount so repaid shall be reinstated by the amount so repaid and shall be included within the liabilities of the Borrower to such Lender as of the date such initial payment, reduction or satisfaction occurred.

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11.10 Treatment of Certain Information; Confidentiality.

(a) The Borrower acknowledges that (i) from time to time financial advisory, investment banking and other services may be offered or provided to it (in connection with this Agreement or otherwise) by each Lender or by one or more subsidiaries or affiliates of such Lender and (ii) information delivered to each Lender by the Borrower may be provided to each such subsidiary and affiliate, it being understood that any such subsidiary or affiliate receiving such information shall be bound by the provisions of Section 11.10(b) as if it were a Lender under this Agreement.

(b) Each of the Lenders hereby agrees (on behalf of itself and each of its affiliates, directors, officers, employees and representatives) to keep confidential, in accordance with its customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices, any non-public information supplied to it by or on behalf of the Borrower, the Operator or Project Sponsor pursuant to this Agreement that is identified by the Borrower, the Operator or Project Sponsor as being confidential at the time the same is delivered to such Lender or the Administrative Agent, other than information provided by the Borrower before the Closing Date which shall be treated as confidential; provided, that nothing in this Agreement shall limit the disclosure of any such information (i) to the extent required by any Government Rule or judicial process, (ii) to counsel for any of the Lenders or the Administrative Agent, so long as counsel to such parties agrees to maintain the confidentiality of the information as provided in this Section 11.10(b), (iii) to bank examiners, auditors or accountants, (iv) to the Administrative Agent or any other Lender (or any subsidiary or affiliate of any Lender referred to in Section 11.10(a) or any partner, director, officer, employee, agent or representative of any Lender (or any subsidiary or affiliate of any Lender referred to in Section 11.10(a)), so long as such Persons agree to maintain the confidentiality of the information as provided in this Section 11.10(b), (v) after notice to the Borrower (to the extent such prior notice is legally permitted), in connection with any litigation to which any one or more of the Lenders or the Administrative Agent is a party and pursuant to which such Lender or the Administrative Agent has been compelled or required to disclose such information in the reasonable opinion of counsel to such Lender or Administrative Agent, (vi) to the Independent Advisors, or to other experts, insurers or service providers engaged by the Administrative Agent or any Lender in connection with this Agreement and the transactions contemplated by this Agreement and the other Financing Documents, so long as such parties agree to maintain the confidentiality of the information as provided in this Section 11.10(b), (vii) to the extent that such information is required to be disclosed to a Government Authority in connection with a tax audit or dispute, (viii) in connection with any Default and any enforcement or collection proceedings resulting from such Default or in connection with the negotiation of any restructuring or “work-out” (whether or not consummated) of the obligations of the Borrower under this Agreement or the obligations of any Project Party under any other Project Document, (ix) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to the respective Lender a Confidentiality Agreement substantially in the form of Exhibit G or (x) by any Senior Lender to any insurance, reinsurance company or credit-default swap providers for the purpose of obtaining insurance in respect of its Loans or Commitments; provided such persons are informed of the confidential nature of such information and instructed to keep such information confidential. In no event shall any Lender or the Administrative Agent be obligated or required to return any materials furnished by the Borrower; provided, however, that any confidential

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information retained by such Lender or the Administrative Agent shall continue to be subject to the provisions of this Section 11.10(b). The obligations of each Lender under this Section 11.10 shall supersede and replace the obligations of such Lender under any confidentiality letter, or other confidentiality obligation, in respect of this financing effective prior to the date of the execution and delivery of this Agreement. Notwithstanding anything in this Section 11.10(b), each Senior Lender, SACE and COFIDE may, at its cost and expense, place advertisements in financial and other newspapers and journals describing the transaction under this Agreement; provided that such description is limited to the name of the Borrower and the Project Sponsor, the description of the Project as set forth in the defined term “Project”, the total amount of the Project Costs and the size of such Person’s Commitment or, in the case of SACE or COFIDE, their respective insurance policy or guarantee.

11.11 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate to the date of repayment, shall have been received by such Lender.

11.12 Survival. The obligations of the Borrower under Sections 5.02, 5.03, 5.04, 11.03, 11.19, 11.20, and 11.21 and the obligations of the Lenders under Section 10.05 shall survive after the Termination Date. In addition, each representation and warranty made, or deemed to be made by a notice of any extension of credit, in this Agreement or pursuant to this Agreement shall survive the making of such representation and warranty, and no Lender shall be deemed to have waived, by reason of making any extension of credit under this Agreement, any Default which may arise by reason of such representation or warranty proving to have been false or misleading, notwithstanding that such Lender or the Agents may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time such extension of credit was made.

11.13 Captions. The table of contents and captions and section headings appearing in this Agreement are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

11.14 Counterparts; Integration; Effectiveness. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any party to this Agreement may execute this Agreement by signing any such counterpart; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signatures are physically attached to the same counterpart. This Agreement and the other Financing Documents constitute the entire agreement

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and understanding among the parties to this Agreement with respect to the matters covered by this Agreement and the other Financing Documents and supersede any and all prior agreements and understandings, written or oral, with respect to such matters. This Agreement shall become effective at such time as the Administrative Agent shall have received counterparts of this Agreement signed by all of the intended parties to this Agreement. The words “execution,” “signed,” “signature,” and words of like import in any Financing Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Government Rule, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

11.15 Reinstatement. The obligations of the Borrower under this Agreement shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Borrower agrees that it will indemnify each Secured Party on demand for all reasonable costs and expenses (including fees of counsel) incurred by such Secured Party in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

11.16 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions of this Agreement; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

11.17 Remedies; Letters of Credit.

(a) The Borrower agrees that, as between the Borrower and the Lenders, the obligations of the Borrower under this Agreement may be declared to be forthwith due and payable as provided in Article IX (and shall be deemed to have become automatically due and payable in the circumstances provided in Article IX), and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations shall forthwith become due and payable by the Borrower.

(b) The Administrative Agent shall be entitled to draw upon any Acceptable Letter of Credit when so entitled pursuant to the Equity Contribution and Retention Agreement.

11.18 Currency of Payment. The obligation of the Borrower to pay in Dollars those amounts of the sums specified to be due in Dollars under this Agreement or the respective Financing Documents (the “Financing Document Currency”) shall not be deemed to have been novated, discharged or satisfied by any tender of (or recovery under judgment

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expressed in) any currency other than the Financing Document Currency, except to the extent to which such tender (or recovery) shall result in the effective payment of such aggregate amount in the applicable Financing Document Currency at the place where such payment is to be made and, accordingly, the amount (if any) by which any such tender (or recovery) shall fall short of such amount shall be and remain due to the relevant Secured Parties as a separate obligation, unaffected by judgment having been obtained (if such is the case) for any other amounts due or in respect of this Agreement or the Financing Documents.

11.19 Judgment Currency. (a) The Borrower’s obligations hereunder and under the other Financing Documents to make payments in Dollars (the “Obligation Currency”), shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the respective Secured Party of the full amount of the Obligation Currency expressed to be payable to such Secured Party under this Agreement or the other Financing Documents. If for the purpose of obtaining or enforcing judgment against the Borrower in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made at the rate of exchange (as quoted by the Administrative Agent or if the Administrative Agent fails to quote a rate of exchange on such currency, by an internationally known and reputable dealer in such currency designated by the Administrative Agent) determined, in each case, as of the day on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).

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

(c) For purposes of determining the rate of exchange under this Section 11.19, such amounts shall include any actual reasonable premium and costs payable in connection with the purchase of the Obligation Currency.

11.20 English Language. All Financing Documents shall be in the English language, except that the Security Documents governed by the laws of Peru will be in Spanish and the Spanish version shall prevail over any English language version thereof, if any.

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11.21 Waiver of Immunity. (a) The Borrower acknowledges and agrees that the activities contemplated by the provisions of the Financing Documents are commercial in nature rather than governmental or public and therefore acknowledges and agrees that it is not entitled to any right of immunity on the grounds of sovereignty or otherwise with respect to such activities or in any legal action or proceeding arising out of or relating to the Financing Documents. To the extent permitted by applicable law, the Borrower, in respect of itself, its process agents and its properties and revenues, expressly and irrevocably waives any such right of immunity which may now or hereafter exist (including any immunity from the jurisdiction of any court or from any suit, execution, attachment (whether provisional or final, in aid of execution, prior to judgment or otherwise) or other legal process (including in any jurisdiction where immunity (whether or not claimed) may be attributed to it or its assets)) or claim thereto which may now or hereafter exist and irrevocably agrees not to assert any such right or claim of immunity in any such action or proceeding to the fullest extent permitted now or in the future by the laws of any such jurisdiction.

The Borrower agrees that the waivers set forth in clause (a) above shall have the fullest effect permitted under the Foreign Sovereign Immunities Act of 1976 of the United States of America (28 U.S.C. §§1602-1611) and are intended to be irrevocable and not subject to withdrawal for purposes of such Act.

11.22 NO THIRD PARTY BENEFICIARIES. THE AGREEMENT OF THE LENDERS TO MAKE THE LOANS TO THE BORROWER, ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, IS SOLELY FOR THE BENEFIT OF THE BORROWER, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENTS, THE LENDERS AND THE INDEMNITIES, AND NO OTHER PERSON (INCLUDING ANY OTHER PROJECT PARTY, CONTRACTOR, SUBCONTRACTOR, SUPPLIER, WORKMAN, CARRIER, WAREHOUSEMAN OR MATERIALMAN FURNISHING LABOR, SUPPLIES, GOODS OR SERVICES TO OR FOR THE BENEFIT OF THE PROJECT) SHALL HAVE ANY RIGHTS UNDER THIS AGREEMENT OR UNDER ANY OTHER TRANSACTION DOCUMENT AS AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR WITH RESPECT TO ANY EXTENSION OF CREDIT CONTEMPLATED BY THIS AGREEMENT.

11.23 SPECIAL EXCULPATION. TO THE EXTENT PERMITTED BY APPLICABLE GOVERNMENT RULE, NO CLAIM MAY BE MADE BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS OR AGENTS FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATING TO, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (OTHER THAN THE RIGHTS OF THE LENDERS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS), AND EACH PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO ▇▇▇ UPON ANY CLAIM FOR ANY SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

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11.24 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE OF LAW PRINCIPLES OF SUCH LAWS WHICH WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

11.25 WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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


BORROWER: CERRO DEL ▇▇▇▇▇▇ ▇.▇.

By:		/s/ [ILLEGIBLE]
		Name: [ILLEGIBLE]
		Title: Director

By:		/s/ [ILLEGIBLE]
		Name: [ILLEGIBLE]
		Title: Director

Address for Notices: Cerro del ▇▇▇▇▇▇ ▇.▇. ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇ - ▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: (▇▇▇)▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Signature Page to Credit Agreement


LENDERS: BANCO DE CRÉDITO DEL PERÚ, as Lender

By:		/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ de la C.
		Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ de la C.
		Title: Gerente de Finanzas Corporativas Gerencia de Área Finanzas Corporativas

By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ O.
		Name: ▇▇▇▇▇▇ ▇▇▇▇▇ O.
		Title: Gerente de Banca Corporativa Gerencia de División de Banca Corporativa

Address for Notices: Banco de Crédito del Perú ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ De La ▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇.▇▇▇.▇▇

Signature Page to Credit Agreement


BANCO INTERNACIONAL DEL PERÚ, as Lender

By:		/s/ [ILLEGIBLE]
		Name: [ILLEGIBLE]
		Title: Representative

By:		/s/ [ILLEGIBLE]
		Name: [ILLEGIBLE]
		Title: Representative

Address for Notices: Banco Internacional del Perú ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ Perú Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Phone Number: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇

Signature Page to Credit Agreement


				BBVA BANCO CONTINENTAL, as Lender
				By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Labarthe
						Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
						Title: Garente General Adjunto
				By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Llosa V.
						Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Llosa V.
						Title: Director Gerente General
				Address for Notices: BBVA Banco Continental República de Panamá 3055 San ▇▇▇▇▇▇ - ▇▇▇▇ 27 Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: ▇▇▇ ▇ ▇▇▇-▇▇▇▇ Facsimile: + 51 1 211 2484 Email: ▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇

Signature Page to Credit Agreement


DEG - DEUTSCHE INVESTITIONS - UND ENTWICKLUNGSGESELLSCHAFT MBH, as Lender

By:		/s/ Simone ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name: Simone ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title: Senior Investment Manager

By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title: Vice President

Address for Notices: DEG - Deutsche Investitions- und Entwicklungsgesellschaft mbH ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Attention: Head of Infrastructure Telephone: ▇▇▇-▇▇▇-▇▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇-▇▇▇▇

Signature Page to Credit Agreement


HSBC BANK USA, NATIONAL ASSOCIATION, as Lender

By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
		Name: ▇▇▇▇▇ ▇▇▇▇▇▇
		Title: Director

Address for Notices: HSBC Bank USA, National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: ▇▇ ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇ ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇.▇▇▇▇.▇▇▇