Exhibit 10(m)



This Agreement for Lease is Confidential and Proprietary



EXECUTION COPY



AGREEMENT FOR LEASE

between

LMB FUNDING, LIMITED PARTNERSHIP

and

LOWER MOUNT BETHEL ENERGY, LLC



Dated as of December 21, 2001





THIS AGREEMENT HAS BEEN ASSIGNED AS SECURITY
  FOR INDEBTEDNESS OF OWNER. SEE SECTION 17.
  This Agreement has been manually executed in 38 counterparts, numbered consecutively
  from 1 through 38, of which this is No. ___. To the extent, if any, that
  this Agreement constitutes chattel paper (as such term is defined in the Uniform
  Commercial Code as in effect in any applicable jurisdiction), no security interest
  in this Agreement may be created or perfected through the transfer or possession
  of any counterpart other than the original executed counterpart 
  which shall be the counterpart identified as counterpart No. ___.

AGREEMENT FOR LEASE

Agreement for Lease, dated as of December 21, 2001 (as the same
  may be amended, restated, modified or supplemented from time to time, "this
  Agreement"), between LMB FUNDING, LIMITED PARTNERSHIP, a Delaware limited
  partnership ("Owner"), formed by LMB Capital, Inc., its general
  partner, and LOWER MOUNT BETHEL ENERGY, LLC, a Delaware limited liability company
  ("Agent").

WHEREAS, Owner has acquired a leasehold interest in the Premises
  (hereinafter defined) pursuant to the Ground Lease (hereinafter defined); and

WHEREAS, contemporaneously with the execution of this Agreement,
  Owner and Agent propose to enter into the Lease (hereinafter defined), providing
  for the lease by Agent, as lessee, of the Project (hereinafter defined) which
  will be constructed and located on the Premises pursuant to the terms of this
  Agreement and the sublease by Owner to Agent of the Premises; and

WHEREAS, Owner desires to appoint Agent to act as agent for
  Owner in connection with the construction of the Project, and in connection
  with all matters related to such construction, and Agent wishes to accept such
  appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein
  contained and other valuable consideration, the receipt and sufficiency of which
  are hereby acknowledged, Owner and Agent hereby agree as follows:

SECTION 1.   DEFINITIONS

1.1.   Defined Terms. For the purposes
  of this Agreement each of the following terms shall have the meaning specified
  with respect thereto:

Accrued Default Obligations: Defined pursuant to paragraph
  (e) of subsection 11.2 hereof.

Accrued Project Termination Obligations: Defined pursuant
  to paragraph (e) of subsection 11.4 hereof.

Acquisition Certificate: The certificate delivered by
  Agent to Owner pursuant to paragraph (b) of Section 4 hereof in connection
  with a request for the Initial Advance, substantially in the form of Exhibit A
  hereto.

Acquisition Cost: The sum of (a) the aggregate
  amount of advances made pursuant to this Agreement and (b) all other costs
  of Owner (including costs incurred by Agent but reimbursed by Owner) with respect
  to the Project (except costs for which Owner has been reimbursed by Agent pursuant
  to the provisions of subsections 11.2 and 11.4 and Section 12 hereof) arising
  from the acquisition, construction, equipping, and financing thereof (including,
  without limitation, Financing Costs and Owner's out-of-pocket expenses and fee
  obligations, including, without limitation, the Management Fee that Owner is
  obligated to pay to Merrill Leasing pursuant to the terms of the Management
  Agreement, prior to the Effective Date). This definition of "Acquisition
  Cost" shall not include any Unrecovered Liabilities and Judgments.

Additional Rent: Defined pursuant to subsection 1.2
  hereof.

Affiliate: Defined pursuant to subsection 1.2 hereof.

Agency Agreement: The Construction Agency Agreement
  dated as of August 11, 2000, as amended and restated by an Amended and Restated
  Construction Agency Agreement dated as of April 6, 2001, between Owner and Agent,
  as the same may be further amended, restated, modified or supplemented from
  time to time prior to the date hereof.

Agent: Lower Mount Bethel Energy, LLC, a Delaware limited
  liability company.

Agreement: This Agreement for Lease, as the same may
  be amended, restated, modified or supplemented from time to time.

Applicable Contracting Party: The contracting party
  identified in the applicable Land Improvement Contract, provided that such Person
  shall be an independent third party unaffiliated with Agent or the Guarantor.

Appraiser: KPMG, LLP, a limited liability partnership.

Assignee: The Collateral Trustee and any successor to
  the Collateral Trustee. For purposes of the definition of "Unrecovered
  Liabilities and Judgments", paragraph (n) of Section 4, subsection 8.4,
  subsection 8.5, subsection 8.6, subsection 8.7, subsection 8.9, subsection
  8.12, subsection 8.13, subsection 8.26, paragraph (n) of subsection 8.27, subsection 9.7,
  subsection 9.8, subsection 9.12, paragraph (c) of subsection 11.1, paragraphs
  (d), (o) and (p) of subsection 11.3, paragraph (c) of Section 12, clause (iii)
  of paragraph (a) of Section 16, the last sentence of paragraph (b)
  of Section 17, the last sentence of subsection 18.3, subsection 18.4, subsection
  18.9 and the Persons to whom certification is made in Exhibits A, B, C
  and D hereof, the term "Assignee" shall include each of the purchasers
  and holders from time to time of Owner's Senior Secured Notes and any other
  notes issued under any Note Purchase Agreement and each lender or other Person
  providing credit support to Owner under a Financing Arrangement entered into
  after the date hereof, and for purposes of subsection 9.4 hereof, the term "Assignee"
  shall include each Qualifying Assignee.

Available Commitment: At the time of determination,
  an amount equal to the difference between (a) the sum of (i) the aggregate
  commitment to lend under all Financing Arrangements and (ii) Owner's existing
  equity capital and additional equity capital contributions then available to
  Owner and (b) the sum of (i) the aggregate amount of all advances theretofore
  made pursuant to Section 3 hereof and (ii) Financing Costs theretofore
  incurred by Owner or accrued under all Financing Arrangements (other than Financing
  Costs which have been funded or reimbursed with advances under this Agreement).

Basic Rent: Defined pursuant to subsection 1.2 hereof.

Budget: The itemized budget for the Project prepared
  by Agent and delivered to Owner and attached hereto as Exhibit G, as amended
  from time to time, which shall include, without limitation, (a) all costs
  incurred by Agent in performing its duties under subsections 2.1 and 2.2
  hereof, including, without limitation, the purchase price of component parts
  and construction materials, survey and survey inspection charges, appraisal,
  architectural, engineering, environmental analysis, soil analysis and market
  analysis fees, brokerage commissions, transfer fees and taxes that are customarily
  the responsibility of the purchaser, closing adjustments for taxes, utilities
  and the like, escrow and closing fees, recording and filing fees, the legal
  fees of Agent, and all related costs and expenses incurred in acquiring an interest
  in the Premises, whether incurred prior to or after the date hereof; (b) the
  costs incurred by Agent in its capacity as agent for Owner in connection with
  and pursuant to the terms of the EPC Contract (or any other construction contracts
  entered into by Agent in connection with the completion of the Project); (c)
  the costs of architects', attorneys', engineers' and other professionals' fees
  and disbursements in connection with the construction and construction financing
  of the Project, including, without limitation, the fees and disbursements of
  Agent's counsel in connection with this Agreement, the Lease and the transactions
  contemplated hereby and thereby and the duties of Agent hereunder, under the
  EPC Contract and in all other matters involving or reasonably related to this
  transaction; (d) the costs of all insurance, real estate, property and
  excise tax assessments, sales and use taxes on materials used in construction,
  and other operating and carrying costs paid or accrued by Agent or levied upon
  the Project, Agent or Owner in connection with the Project during the term of
  this Agreement; (e) costs of Agent's project representatives (inspectors,
  consultants, etc.) incurred by Agent in its capacity as agent for Owner; (f) the
  fees and disbursements of Owner's counsel in connection with the preparation,
  execution and delivery by Owner of this Agreement and the Lease, and the consummation
  of the transactions contemplated hereby or thereby; (g) any financing costs
  incurred by Agent in connection with its payment of any Project Costs prior
  to the date hereof and all other Financing Costs to be accrued during the term
  of this Agreement; (h) any internal out-of-pocket costs incurred by Agent
  in connection with the negotiation, execution and delivery of this Agreement,
  the Lease, the Construction Documents and the Project Contracts; (i) any and
  all other costs arising from or in connection with the construction of the Project
  during the term of this Agreement; (j) the fees and disbursements of counsel
  of Assignee incurred in connection with any Financing Arrangement; and (k) a
  reasonable contingency amount with respect to the foregoing items, which amount
  shall include Financing Costs and otherwise shall be allocated to unexpected
  increases in the costs associated with the Project, including, without limitation,
  the payment of any liquidated damages or any performance bonus pursuant to the
  terms of any Construction Document or Project Contract; provided that
  any modification or supplement to the Budget shall be made in compliance with
  the provisions of subsection 2.2 hereof.

Business Day: Defined pursuant to subsection 1.2 hereof.

Capital Lease: Any lease of property which, in accordance
  with GAAP, should be capitalized on the lessee's balance sheet.

Capital Lease Obligations: With respect to any Person,
  all obligations of such Person as lessee under Capital Leases, in each case
  taken at the amount thereof accounted for as liabilities in accordance with
  GAAP.

CERCLA: Defined pursuant to subsection 1.2 hereof.

CERCLIS: Defined pursuant to subsection 1.2 hereof.

Certificate of Increased Cost: The certificate delivered
  by Agent to Owner pursuant to paragraph (a) of Section 7 hereof in connection
  with a request for a Completion Advance, substantially in the form of Exhibit D
  hereto.

Certificate of Substantial Completion: The certificate
  delivered by Agent to Owner pursuant to paragraph (a) of Section  6 hereof
  in connection with a request for a Final Advance, substantially in the form
  of Exhibit C hereto.

Code: The Internal Revenue Code of 1986, as amended.

Collateral Indenture: The Indenture of Trust, Security
  Agreement and Collateral Assignment of Contracts, dated as of the date hereof,
  entered into by Owner and the Collateral Trustee, pursuant to which Owner has
  granted a security interest in certain collateral to the Collateral Trustee,
  as the same may be amended, restated, modified or supplemented from time to
  time in accordance with the terms thereof.

Collateral Trustee: State Street Bank and Trust Company
  of Connecticut, National Association, in its capacity as collateral trustee
  under the Collateral Indenture, and its successors.

Commercial Operation: The date upon which (i) Mechanical
  Completion (as defined in the EPC Contract) has occurred under the EPC Contract
  and the Project is mechanically complete and checkout and start-up have occurred
  as evidenced by the execution and delivery of a Notice of Mechanical Completion
  (as defined in the EPC Contract) and a certificate stating that the requirements
  to achieve Mechanical Completion have been met, in each case according to the
  procedures set forth in the EPC Contract, (ii) Substantial Completion (as defined
  in the EPC Contract) has occurred under the EPC Contract as evidenced by the
  execution and delivery of a Notice of Substantial Completion (as defined in
  the EPC Contract) and a certificate stating that the requirements to achieve
  Substantial Completion have been met, in each case according to the procedures
  set forth in the EPC Contract, and (iii) the assets included in the Project
  are capable of producing revenues from operation of the Project.

Completion Advance: Any advance made by Owner under
  Section 7 hereof.

Completion Amount: Defined pursuant to subsection 1.2
  hereof.

Completion Date: September 30, 2004.

Consent: Defined pursuant to subsection 1.2 hereof.

Consolidated EBITDA: For any period, Consolidated Net
  Income for such period plus (in each case to the extent deducted in computing
  such Consolidated Net Income) (i) Consolidated Interest Expense, (ii) provisions
  for income taxes and (iii) provisions for depreciation and amortization (including
  amortization of goodwill).

Consolidated Interest Expense: For any period, the gross
  interest expense (including, without limitation, that attributable to Capital
  Lease Obligations or a Synthetic Lease) of the Guarantor and its Consolidated
  Subsidiaries determined on a consolidated basis for such period. For purposes
  of the foregoing, gross interest expense shall be determined after giving effect
  to any net payments made or received by the Guarantor with respect to Interest
  Rate Protection Agreements, but without giving effect to the write-off of expenses
  associated with the termination of Interest Rate Protection Agreements.

Consolidated Net Income: For any period, the net income
  (or net loss) of the Guarantor and its Consolidated Subsidiaries, determined
  on a consolidated basis for such period and in accordance with GAAP, excluding
  the effects of gains or losses on sales of assets (excluding sales of inventory
  in the ordinary course of business) and other non-cash extraordinary gains or
  losses as determined in accordance with GAAP.

Consolidated Subsidiary: With respect to any Person
  at any date, any Subsidiary of such Person or other entity the accounts of which
  would be consolidated with those of such Person in its consolidated financial
  statements if such statements were prepared as of such date in accordance with
  GAAP.

Construction Documents: The collective reference to
  the EPC Contract, the Plans, the Permits, the Insurance Requirements, the Land
  Improvement Contracts, the Siemens Turbine Contract and all other agreements
  entered into by Agent with respect to constructing and equipping the Project
  (from and after each such agreement becomes effective).

Construction Drawdown Schedule: The schedule of projected
  construction drawdowns delivered to Owner pursuant to paragraph (v) of Section
  4 hereof, a copy of which is attached as Exhibit H hereto.

Contaminant: Defined pursuant to subsection 1.2
  hereof.

Corporation: A corporation, association, company, joint
  stock company, limited liability company, partnership or business trust.

Easements: The "Easements" as defined in the
  Ground Lease.

Effective Date: Defined pursuant to subsection 1.2
  hereof.

Engineering Services Agreement: The Engineering Services
  Agreement, dated as of September 21, 2001, between Owner and the General Contractor,
  as amended by an Amended and Restated Engineering Services Agreement, dated
  as of November 19, 2001, between Owner and the General Contractor.

Environmental Approvals: Defined pursuant to subsection 1.2
  hereof.

Environmental Consultant: Foster Wheeler Environmental
  Corporation, or such other nationally recognized environmental consultant selected
  by Agent and reasonably satisfactory in all respects to Owner and Assignee.

Environmental Damages: Defined pursuant to subsection 1.2
  hereof.

Environmental Event: Defined pursuant to subsection
  1.2 hereof.

Environmental Lien: Defined pursuant to subsection 1.2
  hereof.

Environmental Matters: Defined pursuant to subsection 1.2
  hereof.

Environmental Report: The Phase I Environmental Site
  Assessment and Compliance Report dated December 18, 2001 relating to the Premises,
  prepared by the Environmental Consultant and delivered to Owner and Assignee
  pursuant to paragraph (n) of Section 4 of this Agreement.

Environmental Requirements: Defined pursuant to subsection 1.2
  hereof.

EPC Contract: The Engineering, Procurement and Construction
  Contract, dated as of December 20, 2001, between Owner and the General Contractor,
  as the same may be amended, restated, modified or supplemented from time to
  time in accordance with the terms hereof.

EPC Guaranty: The Guaranty, dated as of December 20,
  2001, by Foster Wheeler LLC to Owner, guaranteeing the obligations of the General
  Contractor under the EPC Contract, as the same may be amended, restated, modified
  or supplemented from time to time in accordance with the terms hereof.

Equity Capital: Defined pursuant to subsection 1.2
  hereof.

ERISA: The Employee Retirement Income Security Act of
  1974, as amended from time to time.

Event of Default: Any of the events specified in subsection 11.1
  hereof; provided that any requirement for the giving of notice, the lapse
  of time, or both, or any other condition, has been satisfied.

Event of Loss: Any of the following events: (a) loss
  of all or a substantial portion of the Project or the use thereof due to destruction
  or damage by fire or any other cause; (b) any event which results in an
  insurance settlement with respect to the Project on the basis of a total loss
  or constructive total loss; and (c) the condemnation or taking or requisition
  of title or requisition of use for an indefinite period or a period in excess
  of 180 days by any Governmental Authority which constitutes the taking of all
  or a substantial portion of the Project or all or a substantial portion of the
  Premises. A loss, condemnation or taking of a "substantial portion"
  of the Project or the Premises shall be deemed to occur if after such event,
  the remainder is not sufficient to permit operation of the Project on a commercially
  feasible basis in accordance with the Construction Documents, the Project Contracts
  and the Lease.

Event of Project Termination: Any of the events specified
  in subsection 11.3 hereof; provided that, any requirement for the
  giving of notice, the lapse of time, or both, or any other condition, has been
  satisfied.

EWG: Defined pursuant to subsection 1.2 hereof.

FERC: The Federal Energy Regulatory Commission, or any
  successor agency thereto.

Final Advance: The advance made by Owner under Section 6
  hereof.

Final Survey: Defined pursuant to paragraph (f) of Section 6
  hereof.

Financing Arrangement: Defined pursuant to subsection 1.2
  hereof.

Financing Costs: All interest costs (including, without
  limitation, interest at a default rate and any interest costs accruing after
  the commencement of a bankruptcy or similar proceeding), premiums, make-whole
  payments (including, without limitation, the Make-Whole Premium and Modified
  Call Premium (each as defined in the Note Purchase Agreement)), and other costs,
  fees and expenses incurred by Owner under all Financing Arrangements, and all
  costs and fees incurred in connection with obtaining and maintaining equity
  financing, including Return on Equity Capital, all fees payable to Owner's general
  partner under its partnership agreement and any premiums and make-whole payments
  incurred by Owner under its partnership agreement.

GAAP: United States generally accepted accounting principles
  applied on a consistent basis.

Gas Transportation Agreement: The Gas Transportation
  Agreement to be entered into by and between PPL Interstate Energy Company and
  Owner.

General Contractor: Foster Wheeler USA Corporation,
  a Delaware corporation.

Governmental Action: Defined pursuant to subsection 8.5
  hereof.

Governmental Authority: Defined pursuant to subsection 1.2
  hereof.

Ground Lease: Defined pursuant to subsection 1.2
  hereof.

Guarantor: PPL Energy Supply, LLC, a Delaware limited
  liability company, and its successors and permitted assigns.

Guaranty: The Guaranty, dated as of the date hereof,
  by and between the Guarantor and Owner, as the same may be amended, restated,
  modified, or supplemented from time to time.

Indebtedness: Defined pursuant to subsection 1.2
  hereof.

Indemnified Person: Defined pursuant to Section 12
  hereof.

Initial Advance: The advance made by Owner under Section 4
  hereof.

Insurance Broker: Marsh USA Inc., or such other nationally
  recognized insurance broker selected by Agent and reasonably satisfactory in
  all respects to Owner and Assignee.

Insurance Requirements: Defined pursuant to subsection
  1.2 hereof.

Intellectual Property Rights: Collectively, all patents,
  patent applications, trademarks (whether registered or not), trademark applications,
  trade names, proprietary computer software or copyrights (or any licenses, permits
  or agreements with respect to any of the foregoing) necessary to construct,
  operate, lease or use the Project or any part thereof as contemplated by this
  Agreement, the Lease, the Construction Documents and the Project Contracts.

Interconnection Agreement: Defined pursuant to subsection 1.2
  hereof.

Interconnection Facilities: The interconnections at
  or available to the Project for transmission of electricity and the supply of
  water, natural gas, and other necessary utilities and services, including, without
  limitation, the 230 kV switchyard facilities, which are necessary to connect
  and deliver the Project's output to the transmission system owned by PPL Electric
  Utilities Corporation.

Interest Rate Protection Agreements: Any agreement providing
  for an interest rate swap, cap or collar, or any other financial agreement designed
  to protect against fluctuations in interest rates.

Interim Advance: Any advance made by Owner under Section 5
  hereof.

Interim Advance Certificate: The certificate delivered
  by Agent to Owner pursuant to paragraph (a) of Section 5(A) hereof in connection
  with a request for an Interim Advance, substantially in the form of Exhibit B
  hereto.

Land Improvement Contracts: Individually or collectively
  as the context may require (a) the Township Development Agreement; (b) the Interconnection
  Agreement; (c) the Reimbursement and Ownership Agreement; (d) the Gas Transportation
  Agreement; or (e) any other agreement with (i) an electric utility or independent
  system operator or other third party for the interconnection of the Project
  to the electric transmission system of such electric utility of independent
  system operator or for transmission system upgrades of improvements necessary
  to provide transmission service for the electrical output of the Project; (ii)
  a natural gas supplier or transporter for interconnection of the Project to
  the supply of transportation systems of such natural gas supplier or transporter
  of or other third party for upgrades or improvements to a natural gas supplier
  or transporter's systems necessary to provide natural gas service to the Project;
  or (iii) water and sewer system operators for the interconnection of the project
  to water and/or sewer system upgrades or improvements necessary to provide water
  and sewer service to the Project.

Lease: The Lease Agreement, dated as of the date hereof,
  by and between Owner, as lessor or sublessor, and Agent, as lessee or sublessee,
  as the case may be, as the same may be amended, restated, modified or supplemented
  from time to time.

Legal Requirements: The term "Legal Requirements"
  shall have the meaning set forth opposite such term in the Lease, except that
  the phrase "from the date hereof through the term of this Agreement"
  shall substitute for the phrase "from the date hereof through the Lease
  Term and any Renewal Term".

Lessee Note: The promissory note, dated December 21,
  2001, from Agent, as borrower, in favor of Owner, as lender, evidencing the
  advances made by Owner to Agent thereunder, and any promissory note or notes
  of Agent issued in substitution thereof.

Lien: Defined pursuant to subsection 1.2 hereof.

Loss Payment: On the date of determination, an amount
  equal to the difference between (A) 89.9% of the sum of (i) all amounts included
  in the Acquisition Cost of the Project that are capitalized into the basis of
  the Project in accordance with GAAP, plus (ii) all Unreimbursed Project
  Costs, and (B) all Unreimbursed Project Costs.

Loss Payment Requirements: (a) Delivery by Agent to
  Owner of conveyancing, assignment, transfer, termination and other documents
  that are customary and sufficient to (i) convey and assign to Owner (or a designated
  assignee of Owner or Assignee) on the earlier of (x) the date that is sixty
  (60) days after Owner either terminates this Agreement or Agent's right to the
  use and possession of the Project pursuant to subsection 11.4 hereof or (y) the
  date Owner, or a designated assignee of Owner or Assignee, takes possession
  of the Project and assumes the obligations of Agent thereafter accruing under
  the Construction Documents and the Project Contracts pursuant to subsection
  11.4 hereof, (A) good and marketable title to Agent's interest in the Project,
  free and clear of any Liens resulting from any fraudulent act, illegal act,
  misapplication of funds or willful misconduct on the part of Agent or any Person
  under the direct or indirect control of Agent, and (B) Agent's right, title
  and interest in the Construction Documents and the Project Contracts existing
  on such date and transferable by Agent (conditioned upon the assumption by Owner,
  or a designated assignee of Owner or Assignee, of Agent's obligations accruing
  under such Construction Documents and Project Contracts from and after such
  date), free and clear of any Liens resulting from any fraudulent act, illegal
  act, misapplication of funds or willful misconduct on the part of Agent or any
  Person under the direct or indirect control of Agent, and (ii) terminate
  on the earlier of (x) the date that is sixty (60) days after Owner terminates
  this Agreement or Agent's right to the use and possession of the Project pursuant
  to subsection 11.4 hereof or (y) the date Owner, or a designated assignee of
  Owner or Assignee, takes possession of the Project and assumes such obligations,
  all rights of Agent and all other Persons under the direct or indirect control
  of Agent (other than Owner and Assignee, any other Person as may be designated
  by Owner and Assignee's rights under the Construction Documents and the Project
  Contracts) in and to the Project;

(b)   Within a commercially reasonable period
  of time after Owner either terminates this Agreement or Agent's right to the
  use and possession of the Project pursuant to subsection 11.4 hereof, delivery
  by Agent to Owner of evidence that Agent's right, title and interest in all
  Permits and Intellectual Property Rights existing on such date and transferable
  by Agent have been transferred to Owner;

(c)   Within a commercially reasonable period
  of time after Owner either terminates this Agreement or Agent's right to the
  use and possession of the Project pursuant to subsection 11.4 hereof, delivery
  by Agent to Owner of all manuals, "as built" plans, design specifications
  and equipment inspection reports related to the Project, in each case, in Agent's
  possession or to which Agent has access; and

(d)   Delivery by Agent to Owner, within a commercially
  reasonable period of time after Owner either terminates this Agreement or Agent's
  right to the use and possession of the Project pursuant to subsection 11.4 hereof,
  of a Phase I environmental site assessment and compliance audit, and upon the
  reasonable request of Owner or Assignee, delivery by Agent within a commercially
  reasonable period of time, a Phase II environmental audit, each satisfactory
  in scope and content to Owner and Assignee (in each case, in their reasonable
  discretion), prepared by the Environmental Consultant, to the effect that (i)
  no Environmental Matters exist with respect to the Project or the Premises,
  the effect of which could adversely affect the construction, operation, ownership,
  use or value of the Project and (ii) subject to an allowance for ordinary wear
  and tear, the Project may be operated to its design capacity in accordance with
  the Construction Documents and the Project Contracts and in compliance with
  Environmental Requirements.

Majority Holders: Defined in the Note Purchase Agreement.

Management Agreement: The Management Agreement, dated
  as of the date hereof, between Owner and Merrill Leasing, as the same may be
  amended, restated, modified or supplemented from time to time.

Management Fee: (a) For each full semi-annual period
  commencing on or after the date hereof and ending on or prior to the Effective
  Date, an amount computed by multiplying the following:

(i)   the Acquisition Cost
  at the end of such semi-annual period, multiplied by

(ii)   a fraction having
  a numerator equal to the number of days in such semi-annual period and a denominator
  of 365, or in a leap year, 366, multiplied by

(iii)   0.13%.

(b)   for any partial semi-annual period commencing
  on or after the date hereof and ending on or prior to the Effective Date, an
  amount computed by multiplying the following:

(i)   the Acquisition Cost
  at the end of such partial semi-annual period, multiplied by

(ii)   a fraction having
  a numerator equal to the number of days during such partial semi-annual period
  and a denominator of 365, or in a leap year, 366, multiplied by

(iii)   0.13%.

Marketing Period: Defined pursuant to paragraph (g)
  of subsection 11.4 hereof.



Memorandum of Understanding: The Memorandum of Understanding,
  dated December 3, 1999, between PPL Corporation (successor-in-interest to PP&L
  Resources, Inc.) and Agent, as assigned to PPL Martins Creek, LLC pursuant to
  an Assignment and Assumption Agreement dated as of the date hereof.



Merrill: Merrill Lynch Money Markets Inc., a Delaware
  corporation.

Merrill Leasing: ML Leasing Equipment Corp., a Delaware
  corporation.

Merrill Lynch: Merrill Lynch & Co., Inc., a
  Delaware corporation.

1935 Act: Defined pursuant to subsection 1.2 hereof.

Note Purchase Agreement: Defined pursuant to subsection 1.2
  hereof.

NPL: Defined pursuant to paragraph (h) of subsection
  8.27 hereof.

Operation and Maintenance Agreement: The Operation and
  Maintenance Agreement for the Lower Mount Bethel Energy Project Sewage Treatment
  Facility, dated July 13, 2001, between Lower Mount Bethel Township and PPL Generation,
  LLC.

Operative Documents: This Agreement, the Lease, the
  Lessee Note and the Pledge Agreement.

Operator: Agent, or such other entity designated as
  successor operator of the Project by Agent that is, or is a member of a consolidated
  group that is, an experienced and reputable operator of electric generating
  assets in the United States.

Owner: LMB Funding, Limited Partnership, a Delaware
  limited partnership, or any successor or successors to all of its rights and
  obligations as Owner hereunder or its successor or successors.

Owner Lien: Any Lien or disposition of title (a) arising
  as a result of any willful act or knowing omission of Owner, or (b) which is
  otherwise claimed by or through Owner and which is not related to the Project
  constructed hereunder or the business of Agent, and which, in either case, is
  not permitted or contemplated by this Agreement, the Lease, any Financing Arrangement,
  the Construction Documents, the Project Contracts or the transactions contemplated
  thereby.

PCBs: Defined pursuant to paragraph (l) of subsection
  8.27 hereof.

Permits: All consents, licenses, building and operating
  permits or other Governmental Actions required for ownership, leasing, construction,
  completion, and operation of the Project in accordance with and as contemplated
  by the Construction Documents, the Project Contracts, this Agreement and the
  Lease.

Permitted Contest: Defined pursuant to paragraph (a)
  of Section 16 hereof.

Permitted Liens: Defined pursuant to subsection 1.2
  hereof.

Person: Defined pursuant to subsection 1.2 hereof.

Plans: The plans and specifications for the construction
  of the improvements incorporated in the EPC Contract; provided that,
  any amendments, modifications or supplements to the Plans, as well as any subsequent
  deviation from the Plans, shall be made in compliance with the provisions of
  subsection 2.2 hereof.

Pledge Agreement: The Pledge Agreement, dated as of
  the date hereof, by and between Agent, as pledgor, and Owner, as pledgee, as
  the same may be amended, restated, modified, or supplemented from time to time.

Potential Default: Any event which, but for the lapse
  of time, or giving of notice, or both, would constitute an Event of Default.

Potential Event of Project Termination: Any event which,
  but for the lapse of time, or giving of notice, or both, would constitute an
  Event of Project Termination.

Power Transformers Contract: The Power Transformers
  Contract, dated as of December 21, 2001, between Siemens Power Transmission
  & Distribution, Inc. and Owner, as the same may be amended, restated, modified
  or supplemented from time to time in accordance with the terms hereof.

PPL Retirement Plan: The defined benefit pension plan
  sponsored by PPL Services Corporation, most recently amended and restated effective
  July 1, 1999, bearing IRS Plan Identification Number (PIN) "001".

Premises: Defined pursuant to subsection 1.2 hereof.

Private Placement Memorandum: The Confidential Private
  Placement Memorandum dated November 2001, prepared with respect to the offering
  of the notes sold pursuant to the Note Purchase Agreement, together with the
  appendices thereto.

Project: Defined pursuant to subsection 1.2 hereof.

Project Contracts: The Siemens Turbine Contract, the
  Ground Lease, the EPC Contract, the EPC Guaranty, the Engineering Services Agreement,
  the Power Transformers Contract, the Township Development Agreement, the Operation
  and Maintenance Agreement, the Interconnection Agreement, the Memorandum of
  Understanding, the Replacement MOU Agreement (from and after the date such agreement
  becomes effective), the Reimbursement and Ownership Agreement, the Gas Transportation
  Agreement and any other agreement or agreements entered into by Agent necessary
  for the construction and operation of the Project (from and after the date each
  such agreement becomes effective). A list of the Project Contracts in existence
  on the date hereof is attached as Exhibit E hereto.

Project Costs: The aggregate amount of all costs and
  expenses described in clauses (a) through (k) of the definition of "Budget".

Qualifying Assignee: Defined pursuant to subsection 1.2
  hereof.

Reimbursement Agreement: The Reimbursement Agreement,
  dated as of the date hereof, among Owner, Agent and Merrill Leasing, as the
  same may be amended, restated, modified or supplemented from time to time.

Reimbursement and Ownership Agreement: The Reimbursement,
  Construction and Ownership Agreement to be entered into by and between Owner
  and PPL Interstate Energy Company.

Release: Defined pursuant to subsection 1.2 hereof.

Released Improvements: Defined pursuant to paragraph
  (a) of subsection 18.12 hereof.

Released Land: Defined pursuant to paragraph (a) of
  subsection 18.12 hereof.

Remedial Action: Defined pursuant to subsection 1.2
  hereof.

Replacement MOU Agreement: The agreement to be entered
  into by Agent and PPL Martins Creek, LLC, relating to the provision of certain
  services and facilities for the Project and replacing the Memorandum of Understanding.

Required Easements: The "Required Easements"
  as defined in the Ground Lease.

Responsible Officer: The President, Vice President or
  Secretary of Agent and any other officers or similar officials of Agent responsible
  for administering the obligations of Agent hereunder as designated in writing
  by Agent to Owner.

Return on Equity Capital: (a) For each full semi-annual
  period commencing on or after the date hereof and ending on or prior to the
  Effective Date, an amount computed by multiplying the following:

(i)   the Equity Capital
  at the end of such semi-annual period, multiplied by

(ii)   a fraction having
  a numerator equal to 180 and a denominator of 360, multiplied by

(iii)   the decimal equivalent
  of a percentage equal to the Semi-Annual Cost of Project Equity.

(b)   for any partial semi-annual period commencing
  on or after the date hereof and ending on or prior to the Effective Date, an
  amount computed by multiplying the following:

(i)   the Equity Capital
  at the end of such partial semi-annual period, multiplied by

(ii)   a fraction having
  a numerator equal to the number of days during such partial semi-annual period
  (provided that, each full calendar month during such partial semi-annual period
  shall be deemed to be a 30-day month) and a denominator of 360, multiplied by

(iii)   the decimal referred
  to in paragraph (a)(iii) above.

Semi-Annual Cost of Project Equity: Defined pursuant
  to subsection 1.2 hereof.

Siemens Turbine Contract: The Combined Cycle Power Island
  Equipment Supply Contract, dated as of August 11, 2000, between Siemens Westinghouse
  Power Corporation and Owner, as the same may be amended, restated, modified
  or supplemented from time to time in accordance with the terms hereof.

Subsidiary: Any Corporation a majority of the outstanding
  Voting Stock of which is owned, directly or indirectly, by the Guarantor or
  one or more other Subsidiaries of the Guarantor.

Substantial Completion: The satisfaction of all requirements
  of Section 6 hereof.

Survey: The current ALTA/ACSM Class A survey of the
  Premises, dated as of December 20, 2001, prepared by the Surveyor.

Surveyor: Hanover Engineering Associates, Inc.

Synthetic Lease: Any synthetic lease, tax retention
  operating lease, off-balance sheet loan or similar off-balance sheet financing
  product where such transaction is considered borrowed money indebtedness for
  tax purposes but is classified as an operating lease in accordance with GAAP.

Termination Event: Either (i) the failure at any time
  of PPL Corporation or its successors to own, directly or indirectly, 50.01%
  or more of the outstanding Voting Stock in the Guarantor, or (ii) the Guarantor's
  ratio of Consolidated EBITDA to Consolidated Interest Expense shall be less
  than 2.0 to 1.0 for the four most recently ended consecutive fiscal quarters
  (except for the fiscal quarter ended September 30, 2001, at the end of which
  such ratio shall be measured for the most recently ended consecutive three fiscal
  quarters) of the Guarantor (taken as a single accounting period).

Termination Event Trigger: Defined pursuant to paragraph
  (p) of subsection 11.3 hereof.

Third-Party Project Event: Any Event of Default pursuant
  to paragraph (c) of subsection 11.1 hereof or any Event of Project Termination
  pursuant to paragraph (a), (c), (d), (e), or (o) of subsection 11.3 hereof that
  is not caused directly or indirectly by Agent, does not result directly or indirectly
  from Agent's actions or failures to act and is outside of Agent's control; provided,
  however, that no such Event of Default or Events of Project Termination
  described above shall qualify as a "Third-Party Project Event" unless
  (i) Agent has used its best efforts to remedy such Event of Default or Event
  of Project Termination during any grace or cure period applicable thereto in
  subsection 11.1 or 11.3 hereof, as the case may be, and (ii) Owner and Assignee
  shall not have waived such Event of Default or Event of Project Termination
  or extended the applicable grace or cure periods.

Title Company: Fidelity National Title Insurance Company
  of New York, or such other title insurance company as may be approved by Owner
  and Assignee in writing.

Township Development Agreement: The Land Development
  Improvements Agreement to be entered into by and between Lower Mount Bethel
  Township and Owner.

Unrecovered Liabilities and Judgments: All liabilities
  of Owner, each general and limited partner of Owner, Merrill Lynch, Merrill
  Leasing, each Assignee, and their respective successor or successors, and each
  Affiliate of each of them, and their respective successor or successors, and
  each Affiliate of each of them, and their respective officers, directors, trustees,
  incorporators, shareholders, partners (general and limited, including, without
  limitation, the general and the limited partners of Owner), employees, agents
  and servants, including, without limitation, taxes, losses, obligations, claims,
  damages (including, without limitation, Environmental Damages), penalties, premiums,
  make-whole payments, causes of action, suits, costs and expenses (including,
  without limitation, reasonable attorneys', experts', consultants' and accountants'
  fees and expenses) or judgments of any nature against any of the foregoing Persons
  arising during or relating to any period prior to the Effective Date and relating
  to or in any way arising out of (i) this Agreement and the Agency Agreement,
  (ii) all contracts and agreements entered into in accordance with this Agreement
  and the Agency Agreement, (iii) Owner's acquisition, ownership and financing
  of the Project, (iv) Owner's acquisition of a leasehold interest in the Premises
  pursuant to the Ground Lease, (v) the construction of the Project, (vi) a casualty,
  condemnation or force majeure event, (vii) the operation or use of the Premises
  or the Project by Agent or any agent, sublessee or subcontractor of Agent or
  (viii) the Construction Documents or the Project Contracts, and in each case
  arising or resulting directly or indirectly from events occurring prior to any
  termination of this Agreement, in each case to the extent that such Person has
  not received full indemnification for such liabilities or judgments by Agent
  (unless such liabilities or judgments have arisen from the gross negligence
  or willful misconduct of such Person or such Person's respective officers, directors,
  trustees, incorporators, shareholders, partners, employees, agents or servants
  acting on its behalf).

Unrecovered Termination Costs: At any time, an amount
  equal to the sum of (A) any amounts included in the Acquisition Cost of the
  Project that are not paid to Owner by Agent in connection with Agent's payment
  of the Loss Payment, plus (B) the remaining 10.1% of all of Owner's obligations,
  costs and expenses described in clause (i) of paragraph (e) of subsection 11.4
  hereof, plus (C) in the case of an Event of Project Termination, 100%
  of the amounts described in clause (iii) of paragraph (e) of subsection 11.2
  hereof, except that, for purposes of this definition, the term "Event of
  Project Termination" shall be substituted for the term "Event of Default"
  therein.

Unreimbursable Costs: Defined pursuant to Section 5(B)
  hereof.

Unreimbursed Project Costs: All Project Costs incurred
  by Agent and not yet reimbursed by Owner that are capitalizable into the basis
  of the Project in accordance with GAAP and which were not yet capitalized by
  Owner and included as an element of Acquisition Cost (including, without limitation,
  any payment or reimbursement obligation payable under a letter of credit, surety
  bond or other security instrument provided pursuant to the terms and conditions
  of a Project Contract as approved by Owner), as evidenced by a certificate from
  Agent, (i) stating the total amount of such expenditures, the date or dates
  on which such expenditures were incurred, the name and address of each party
  to whom the expenditures were tendered, and such additional information as shall
  be reasonably requested by Owner or Assignee and (ii) attaching true copies
  of unreimbursed invoices, receipted bills and other similar supporting documentation.
  Owner's good faith determination of the amount of Unreimbursed Project Costs
  shall be conclusive and binding, absent manifest error. This definition of "Unreimbursed
  Project Costs" shall not include any Unreimbursable Costs.

Voting Stock: Stock (or other interests) of a Corporation
  having ordinary voting power for the election of directors, managers or trustees
  thereof, whether at all times or only so long as no senior class of stock has
  such voting power by reason of any contingency.

1.2.   Other Definitional Provisions; Intent
  of Parties.

(a)   The terms "Additional Rent",
  "Affiliate", "Basic Rent", "Business Day", "CERCLA",
  "CERCLIS", "Completion Amount", "Consent", "Contaminant",
  "Effective Date", "Environmental Approvals", "Environmental
  Damages", "Environmental Event", "Environmental Lien",
  "Environmental Matters", "Environmental Requirements", "Equity
  Capital", "EWG", "Financing Arrangement", "Governmental
  Authority", "Ground Lease", "Indebtedness", "Insurance
  Requirements", "Interconnection Agreement", "Lien",
  "1935 Act", "Note Purchase Agreement", "Permitted Liens",
  "Person", "Premises", "Project", "Qualifying
  Assignee", "Release", "Remedial Action" and "Semi-Annual
  Cost of Project Equity" have the meanings set forth opposite those terms
  in the Lease, except that, for purposes of this Agreement, the terms "the
  Lessor", "the Lessee" and "this Lease" if used in those
  definitions in the Lease shall be deemed to be the terms "Owner",
  "Agent" and "this Agreement", respectively.

(b)   All terms defined in this Agreement shall
  have their defined meanings when used in any certificate or other document made
  or delivered pursuant hereto, unless otherwise defined therein.

(c)   The words "hereof", "herein"
  and "hereunder" and words of similar import when used in this Agreement
  shall refer to this Agreement as a whole and not to any particular provision
  of this Agreement, and section, subsection, paragraph, schedule and exhibit
  references are to this Agreement unless otherwise specified.

(d)   It is the intent of Agent and Owner that:
  (i) the Lease constitutes an operating lease from Owner to Agent for purposes
  of Agent's financial reporting, (ii) this Agreement and the Lease constitute
  a financing and this Agreement, the Lease and other transactions contemplated
  hereby preserve the ownership of the Project in Agent for all other purposes,
  including, without limitation, for federal and state income tax and bankruptcy
  purposes, and (iii) the Lease grants to Owner a Lien on the Project. Agent and
  Owner agree that Owner shall be deemed to have a valid and binding security
  interest in and Lien on the Project, free and clear of all Liens, other than
  Permitted Liens, as security for the obligations of Agent under the Lease and
  this Agreement (it being understood and agreed that Agent does hereby grant
  a Lien, and convey, transfer, assign, mortgage and warrant to Owner and its
  successors, transferees and assigns, for the benefit of Owner and its successors,
  transferees and assigns, on the Project and any proceeds or products thereof,
  to have and hold the same as collateral security for the payment and performance
  of the obligations of Agent under this Agreement and the Lease).

(e)   Specifically, without limiting the generality
  of paragraph (d) of this subsection 1.2, Agent and Owner intend and agree that
  in the event of any insolvency or receivership proceedings or a petition under
  the United States bankruptcy laws or any other applicable insolvency laws or
  statute of the United States of America or any State thereof affecting Agent,
  Owner, Assignee or any collection actions relating thereto, the transactions
  evidenced by this Agreement and the Lease shall be regarded secured as loans
  made by Owner to Agent.

(f)   It is the intent of Agent and Owner that,
  in the event Agent shall incur or take on any obligation to pay or discharge
  any Unreimbursable Costs, such action shall be regarded as a misapplication
  of funds for purposes of paragraphs (d) and (e) of subsection 11.1 hereof.

SECTION 2.   APPOINTMENT
  OF AGENT

2.1.   Appointment and Duties of Agent.
  Owner hereby appoints Agent as its agent for the acquisition, design, construction,
  repair, maintenance, equipping, and installation of the Project, including the
  performance of the obligations under the Siemens Turbine Contract, and the provision
  of security against harm and damage to the Project, and Agent hereby accepts
  such appointment. Agent agrees, all in accordance with its best business judgment
  and this Agreement, to supervise the good and workmanlike completion of the
  Project pursuant to this Agreement and the EPC Contract and in accordance with
  all applicable Legal Requirements and Insurance Requirements. Agent (or its
  Affiliate) will also enter into such other contracts, as agent for Owner (including
  all construction contracts, insurance, replacement construction contracts and
  subcontracts and contracts for the purchase of equipment and services), as are
  necessary for the completion of the Project pursuant to the EPC Contract and
  in accordance with all applicable Legal Requirements and Insurance Requirements;
  provided that (i) Agent shall, pursuant to the Pledge Agreement,
  collaterally assign to Owner, all of Agent's right, title and interest in all
  such contracts, and (ii) if any of such contracts could reasonably be expected
  to cause the Project Costs to exceed the Budget or adversely affect the performance
  of the General Contractor's obligations under the EPC Contract (including, without
  limitation, by providing a potential basis for a change order that would require
  the consent of Owner and Assignee pursuant to subsection 10.1 hereof, or a force
  majeure delay or similar relief thereunder) or of Siemens Westinghouse Power
  Corporation under the Siemens Turbine Contract, Agent shall be required to obtain
  the consent of Owner and Assignee to such contract prior to its execution of
  such contract. Agent and Owner hereby agree that, at such time as the EPC Contract
  provides for the transfer of title to any portion of the Project, title to such
  portion or portions of the Project shall automatically be transferred to Owner,
  at no cost to Owner, and Agent shall, upon the request of Owner, execute or
  cause such General Contractor to execute, as the case may be, a bill of sale
  or similar conveyance instrument to evidence such transfer of title. For purposes
  of this Agreement, Owner and Agent acknowledge and agree that Agent is acting
  in the capacity of a general construction agent. Owner hereby approves the Siemens
  Turbine Contract, the EPC Contract and each of the other Project Contracts listed
  on Exhibit E hereto and in existence on the date hereof.

2.2.   Cost and Completion of the Project.
  Agent agrees that the Acquisition Cost of the Project shall not exceed $455,043,969.20,
  provided that the Acquisition Cost of the Project may be increased by an amount
  up to $45,504,396 to provide for additional financing of cost overruns relating
  to construction of the Project as described in the immediately succeeding sentence.
  After receiving the Initial Advance, Agent may from time to time amend, modify
  or supplement the Plans or Budget, which amendment or modification may include
  a contingency amount of up to $45,504,396 to provide for additional financing
  of cost overruns relating to construction of the Project; provided that
  no amendment, modification or supplement shall (a) be made without Agent giving
  at least five (5) Business Days' prior written notice of such amendment, modification
  or supplement to Owner and Assignee and, if such amendment, modification or
  supplement shall have the effect of increasing the Budget, Agent, on or before
  entering into such amendment, modification or supplement, shall provide (x)
  an endorsement from the Title Company increasing the amount of coverage under
  the title policies delivered pursuant to Section 4 hereof in accordance
  with the amended Budget and (y) to the extent not previously authorized, letters
  to the benefit of Owner and Assignee from each reinsurer of the title policies
  delivered to Owner and Assignee pursuant to Section 4 hereof, in form and substance
  reasonably satisfactory to Owner and Assignee, pursuant to which each such reinsurer
  agrees to continue to act as a reinsurer of such title policies notwithstanding
  such endorsement and increase in the amount of coverage; (b) result in a breach
  under subsection 10.1 of this Agreement; (c) render Agent unable to
  perform all of its obligations under the Construction Documents, the Project
  Contracts, this Agreement or the Lease, or otherwise reasonably be expected
  to have a material adverse effect on (i) the construction, operation, maintenance,
  leasing, ownership, use, value or regulatory status of the Project, (ii) the
  ability of Agent to observe and perform its obligations under this Agreement,
  the Lease, the Construction Documents or the Project Contracts in a timely manner
  or the ability of the Guarantor to perform its obligations under the Guaranty
  in a timely manner or (iii) the rights or interests of Owner or Assignee under
  this Agreement, the Lease, the Guaranty, the Construction Documents or the Project
  Contracts; or (d) result in a breach of the restriction contained in the
  first sentence of this subsection 2.2. In the event that any proposed amendment,
  modification or supplement to the Plans could reasonably be expected to result
  in (i) a material diminution in the value or usefulness of the Project,
  or (ii) result in a material adverse effect on the ability of Agent to
  perform its obligations under this Agreement, the Lease, the Construction Documents
  or the Project Contracts, Agent must obtain the prior consent of Owner and Assignee
  to any such amendment, modification or supplement. Agent shall promptly deliver
  to Owner and Assignee any such amended, modified or supplemented Plans or Budget.
  Owner acknowledges that Agent is not obligated to incur costs with respect to
  the construction of the Project in excess of the aggregate amount of all debt
  and equity commitments maintained by Owner.

2.3.   Lease of the Project.

(a)   When the requirements for Substantial
  Completion have been satisfied by Agent, Agent shall deliver to Owner and Assignee
  the Certificate of Substantial Completion, and Agent shall request the Final
  Advance which, subject to the provisions of paragraph (b) of this subsection 2.3,
  shall be sufficient to provide for payment of all the costs of constructing
  the Project and completing any open punch list items (other than those certain
  specifically identified and quantified costs that are not yet due to the General
  Contractor and which will be included as part of a Completion Advance, provided
  that the Available Commitment remaining after the Final Advance is equal to
  or exceeds the aggregate amount of all such identified and quantified costs).
  By delivery of the Certificate of Substantial Completion, Agent evidences the
  acceptability of the Project for lease by Agent under the Lease. If the conditions
  set forth in Section 6 hereof have been satisfied, Owner, within ten (10)
  Business Days of receipt of the Certificate of Substantial Completion, shall
  make the Final Advance. Execution and delivery by Agent of the Certificate of
  Substantial Completion shall constitute (i) acknowledgment by Agent that
  the Project has been accepted for lease by Agent as of the Effective Date, (ii) acknowledgment
  by Agent that the Project is subject to all of the covenants, terms and conditions
  of the Lease, and (iii) certification by Agent that the representations
  and warranties contained in Section 2 of the Lease are true and correct
  in all material respects on and as of the Effective Date as though made on and
  as of such date and that there exists on such date no (1) Event of Default,
  Event of Default (as defined in the Lease), Event of Loss, Event of Project
  Termination or Termination Event, or (2) Potential Default, Potential Default
  (as defined in the Lease) or Potential Event of Project Termination.

(b)   Subject to the terms of subsection 3.1
  hereof, up to six (6) months after the Final Advance has been made, Agent may,
  by delivering a Certificate or Certificates of Increased Cost, request Completion
  Advances. On or before the fifth Business Day prior to the date upon which Agent
  receives the Final Advance, Agent shall designate the Completion Amount. After
  such designation the aggregate amount of all Completion Advances shall not exceed
  the Completion Amount. Agent's designation of the Completion Amount shall be
  accompanied by a calculation of the Completion Amount, which shall reflect all
  Unreimbursed Project Costs for which Agent expects to seek reimbursement hereunder
  after the Final Advance less the proceeds, if any, that Agent expects to receive
  from the disposition of excess construction materials. The Completion Amount
  shall in no event exceed the aggregate amount of Completion Advances that Agent
  is entitled to receive under the terms hereof. If no Completion Amount is designated
  as hereinabove provided, no Completion Advances will be made. Each Certificate
  of Increased Cost shall reflect all Unreimbursed Project Costs designated by
  Agent for payment by such Completion Advances, all costs incurred by Agent since
  the last advance to complete the Project, all costs incurred by Agent to discharge
  all retentions and to dispose of excess construction materials and all proceeds
  received by Agent since the last advance hereunder from the disposition of excess
  construction materials. In the event that the aggregate amount of Completion
  Advances made is less than the Completion Amount, on the day that is six (6)
  months after the date of the Final Advance, Exhibit D to the Lease shall
  be amended to decrease the Adjusted Acquisition Cost (as defined in the Lease)
  by the difference between the Completion Amount and the aggregate amount of
  Completion Advances made. The amount of any proceeds from the disposition of
  excess construction materials that exceeds the amount for such disposition included
  in the calculation of the Completion Amount shall reduce the amount of Completion
  Advances made by the amount of such excess, or, if the amount of such excess
  exceeds the Completion Amount, shall be paid to Owner. If any amounts are paid
  to Owner pursuant to the preceding sentence, the amount so paid shall be added
  to the decrease of Adjusted Acquisition Cost reflected on Exhibit D to
  the Lease pursuant to the second preceding sentence. Nothing in this subsection
  2.3 shall relieve the General Contractor or any other contractor or subcontractor
  which are party to any contracts for the purchase of goods or services relating
  to the Project of any of its respective obligations thereunder.

2.4.   Powers of Agent. Agent shall have
  the right to act for and on behalf of Owner with full and complete authority
  to perform all obligations, to exercise all rights and give all consents under
  the Construction Documents, to appear before each applicable Governmental Authority
  to resolve issues related to the platting, zoning and use of the Project, to
  obtain all Permits and Intellectual Property Rights, and to grant and obtain
  easements for the benefit of the Project or which are deemed reasonably necessary
  by Agent for the intended use of the Project, provided that no such action
  shall be made without the prior written consent of Owner and Assignee to such
  action, unless Agent shall reasonably determine that any proposed action could
  not reasonably be expected to (i) result in a material diminution in the
  value or usefulness of the Project or (ii) result in a material adverse
  effect on the ability of Agent to perform its obligations under this Agreement,
  the Lease, the Construction Documents or the Project Contracts. In connection
  therewith, Owner shall cooperate with Agent with respect to all filings relating
  to the Project. In addition, Agent shall have the right to act for and on behalf
  of Owner with full and complete authority to appoint, employ and deal with the
  architects, engineers, consultants, contractors, vendors and suppliers; purchase
  and arrange for delivery of all materials, supplies, furniture, fixtures, and
  equipment; and to approve all related vouchers, invoices and statements relating
  to the Project.

SECTION 3.   ADVANCES

3.1.   Agreement to Make Advances. Subject
  to the conditions and upon the terms herein provided, including, without limitation,
  that the Available Commitment not be exceeded, Owner agrees to make available
  to Agent advances from time to time to pay or reimburse the Project Costs (including,
  without limitation, to reimburse Agent for any costs incurred with respect to
  the insurance policies (including deductibles paid by Agent thereon) required
  pursuant to subsection 9.3 of this Agreement), up to an aggregate principal
  amount not to exceed the maximum amount for the Project set forth in subsection
  2.2 hereof. Agent agrees not to incur, in the aggregate, any Project Costs in
  excess of the sum of (i) the amount of Owner's debt and equity capitalization
  at such time and (ii) any other amount of debt financing and equity capital
  available to Owner at such time. Subject to the terms of this Agreement, Owner
  agrees to make (a) an Initial Advance in accordance with Section 4 of this
  Agreement, (b) Interim Advances from time to time in accordance with Section 5
  of this Agreement, (c) a Final Advance in accordance with Section 6
  of this Agreement and (d) Completion Advances in accordance with paragraph (b)
  of subsection 2.3 and Section 7 of this Agreement.

3.2.   Procedure for Advances. Agent
  shall give Owner notice in accordance with Sections 4, 5, 6 and 7 hereof,
  as the case may be, of its request for an advance pursuant to this Agreement,
  specifying a Business Day on which such advance is to be made and the amount
  of the advance and to whom payment is to be made if other than to Agent. Not
  later than 2:00 P.M. New York time on the date for the advance specified
  in such notice, provided all conditions to that advance have been satisfied
  (or waived by Owner and Assignee), Owner shall provide to Agent, or to vendors
  or suppliers identified to Owner's reasonable satisfaction, in immediately available
  funds, the amount of the advance then requested. Owner shall have no obligation
  to make advances (including Completion Advances) more often than once every
  calendar month.

3.3   Determination of Amounts of Advances.

(a)   Initial Advance. The amount of
  the Initial Advance shall be made in accordance with the Budget and the Acquisition
  Certificate, and shall be sufficient to pay or reimburse in full any Project
  Costs (other than Unreimbursed Project Costs which Agent has designated as not
  to be paid at the time of the Initial Advance) and rent incurred under the Ground
  Lease incurred by Agent on or prior to the date of the Initial Advance. All
  such costs for which the Initial Advance is requested shall be specifically
  set forth in the Budget attached to the Acquisition Certificate, and in the
  request for the Initial Advance, and Owner shall have no obligation to advance
  any funds in the Initial Advance which are not so specifically set forth in
  such documents.

(b)   Interim Advances. Disbursements
  for Project Costs shall be made as the same are incurred within the limits of
  the Budget, based upon the certifications of Agent contained in an Interim Advance
  Certificate.

(c)   Final Advance. The amount of the
  Final Advance shall be made in accordance with the Budget and the Certificate
  of Substantial Completion, and shall be sufficient, subject to the provisions
  of paragraph (d) of this subsection 3.3, for payment in full of all costs of
  designing, constructing, equipping and installing the Project (other than Unreimbursed
  Project Costs which Agent has not designated to be paid in the Final Advance
  and those estimated costs that are not yet due in connection with the designing,
  constructing, equipping and installing of the Project and which will be included
  as part of a Completion Advance in an amount not to exceed the amount of such
  estimate, provided that the sum of the Available Commitment remaining
  and any insurance or condemnation proceeds available to Owner after the Final
  Advance is equal to or exceeds the aggregate amount of all such estimated costs),
  free of all Liens other than Permitted Liens. Owner shall have no obligation
  to make the Final Advance unless all such costs as set forth in the Budget,
  the Certificate of Substantial Completion, and the request for the Final Advance
  shall not cause the Acquisition Cost (inclusive of all costs that are not yet
  due but will be subsequently included as part of a Completion Advance) to exceed
  the maximum amount for the Project set forth in subsection 2.2 hereof.
  Agent shall request the Final Advance within thirty (30) days of achieving Substantial
  Completion.

(d)   Completion Advances. The amount
  of each Completion Advance shall be made in accordance with and shall not exceed
  the amount set forth in the Certificate of Increased Cost, shall not cause the
  Acquisition Cost to exceed the maximum amount for the Project set forth in subsection 2.2
  hereof, and shall be sufficient for payment in full of all costs that were not
  the subject of any previous advance, other than costs to be paid with the proceeds
  of a subsequent Completion Advance. Owner shall have no obligation to make a
  Completion Advance unless all such costs are adequately set forth in the Certificate
  of Increased Cost and will be sufficient for payment in full of all costs with
  respect to the Project, other than costs to be paid with the proceeds of a subsequent
  Completion Advance.

3.4.   Partial Advances. If any or all
  conditions precedent to any advance have not been satisfied on the applicable
  date for a requested advance, Owner in its sole discretion may, but shall have
  no obligation to (other than as provided in Section 5(B) hereof), disburse all
  or part of the requested advance.

3.5.   Available Commitment. If the cost
  to complete construction of the Project shall exceed the amount described in
  the first sentence of subsection 2.2 hereof, upon the agreement of Agent, Owner
  and Assignee, the Available Commitment may be increased by an amount sufficient
  to complete construction of the Project, and upon such increase Agent shall
  continue diligently to complete construction of the Project in accordance with
  this Agreement. Amounts advanced to Agent by Owner to complete construction
  of the Project shall be included as part of Acquisition Cost.

SECTION 4.   CONDITIONS PRECEDENT
  TO THE INITIALADVANCE WITH RESPECT TO THE PROJECT

Owner's acquisition of the Project and Owner's obligation to
  make the Initial Advance shall both be subject to the satisfaction of the conditions
  set forth in this Section 4 and to the receipt by Owner and Assignee of
  the documents set forth in this Section 4, in each case, except as otherwise
  provided herein, in form and substance satisfactory to Owner and Assignee. Owner
  shall have at least ten (10) Business Days to review the Acquisition Certificate
  and its attachments prior to making any Initial Advance. For purposes of the
  Initial Advance, Permitted Liens shall not include any taxes, assessments,
  governmental charges or levies, except to the extent that such taxes, assessments,
  governmental charges or levies are due and payable but not yet delinquent or
  are being contested in a Permitted Contest and are included in the Budget.

The following are the documents to be received by Owner and
  Assignee and the conditions to be satisfied:

(a)   Lease, Guaranty, Consent, Pledge Agreement,
  Lessee Note and Related Documents. A fully executed copy of the Lease, the
  Guaranty, the Pledge Agreement, the Lessee Note, the Consent and any consent
  of the Guarantor as shall be reasonably requested by Owner or Assignee.

(b)   Acquisition Certificate. An Acquisition
  Certificate duly executed by Agent.

(c)   Ground Lease. An original duly
  executed copy of the Ground Lease (with the Premises not being subject to any
  Liens other than Permitted Liens), including a true and complete copy of the
  metes and bounds legal description of the Premises, and a copy of a fully executed
  short form or memorandum of the Ground Lease in the appropriate form for recording
  in the jurisdiction in which the Premises are located, which form shall be presented
  to the appropriate filing office on or before the date of the Initial Advance.

(d)   Memorandum of Lease. Two original
  counterparts of a memorandum of the Lease in the appropriate form for recording
  in the jurisdiction in which the Premises are located, executed by Agent, as
  lessee.

(e)   Certificates of Insurance and Insurance
  Letter. (i) Certificates of insurance or other evidence reasonably acceptable
  to Owner and Assignee certifying that the insurance on the Project required
  by subsection 9.3 hereof is in effect; and (ii) a letter from the Insurance
  Broker certifying as to, among other things, Agent's compliance with the provisions
  of subsection 9.3 hereof, which letter shall be satisfactory to Owner and
  Assignee in all respects.

(f)   Taxes. Certification by Agent that
  all due and payable taxes and assessments applicable to the Premises have been
  paid in full or are being contested by Agent as a Permitted Contest pursuant
  to paragraph (a) of Section 16 of this Agreement, and that all such taxes and
  assessments owed by Agent (or estimated amounts thereof) are included in the
  Budget.

(g)   Availability of Utilities. Certification
  by Agent that all utility services and facilities (including, without limitation,
  gas, electrical, water and sewage services, and Interconnection Facilities)
  (i) which are necessary and required during the construction period have been
  completed or will be available in such a manner that construction will not be
  impeded by a lack thereof and (ii) which are necessary for operation and occupancy
  of the Project are or will be completed in such a manner and at such a time
  as will assure the operation of the Project.

(h)   Flood Zone. A certification by
  the Surveyor on the Survey or an official of an appropriate Governmental Authority
  that the Premises are not located in any "special flood hazard area"
  as such term is used in the Flood Disaster Protection Act of 1973.

(i)   Permits. Except as set forth on
  Schedule 8.26, all Permits and Governmental Actions required for the construction
  and operation of the Project and for the use of the Premises in accordance with
  and as contemplated by the Construction Documents, the Project Contracts, this
  Agreement and the Lease have been or will be issued or obtained in such a manner
  that such construction, operation and use will not be impeded or delayed by
  a lack thereof and no liabilities or penalties shall result from a lack thereof.
  A list of the Permits and Governmental Actions which have not been or will not
  be issued or obtained as of the date of the Initial Advance is set forth on
  Schedule 4(i) hereto.

(j)   Survey. The Survey certified by
  the Surveyor to the Title Company, Agent, Owner and Assignee, with a metes and
  bounds description of the perimeter of the Premises, showing the location of
  all exceptions to title of the Project as set forth in the title insurance policies
  delivered to Owner and Assignee pursuant to paragraph (s) of this Section 4.

(k)   Site Plan. A site plan prepared
  on behalf of Agent, showing the proposed location of the Project to be constructed
  on the Premises.

(l)   Plans. A copy of the Plans and,
  if requested by Owner, such other specifications for the construction of the
  Project as are available to Agent.

(m)   Use of Proceeds, No Liens and Representations
  of Agent. (i) All costs and expenses which are the subject of the Initial
  Advance requested have been paid in full or will be paid in full out of the
  proceeds of the Initial Advance; (ii) all premiums and costs owing under any
  insurance policy pursuant to subsection 9.3 hereof have been paid in full or
  will be paid in full out of the proceeds of the Initial Advance, by the General
  Contractor or otherwise, and all such insurance policies are in full force and
  effect; (iii) there are no Liens on the Premises that are not Permitted Liens;
  (iv) all representations and warranties in this Agreement, in the Lease and
  in the various agreements, instruments and documents delivered to Owner by or
  on behalf of Agent in connection with the Initial Advance, are and remain true
  and correct on and as of the date of the Initial Advance as if made on and as
  of the date of the Initial Advance (except to the extent such representations
  and warranties are made expressly as to a specific earlier date, in which case
  such representations and warranties were true and correct as of such earlier
  date); and (v) no Event of Loss, Event of Default, Potential Default, Event
  of Project Termination, Potential Event of Project Termination or Termination
  Event under this Agreement has occurred and is continuing on the date such Initial
  Advance is to be made or will exist by reason of giving effect to such Initial
  Advance.

(n)   Environmental Report. The Environmental
  Report certified to Owner and each Assignee and otherwise satisfactory to Owner
  and each Assignee in all respects, prepared by the Environmental Consultant.
  The Environmental Report shall include, without limitation, a conclusion concerning
  the ability to obtain and operate the Project in compliance with all required
  Environmental Approvals, including the ability of the Project to achieve air
  emission limits and discharge or effluent limits contained in any Permit issued
  pursuant to any Environmental Requirement and a conclusion concerning the potential
  for soil, groundwater and other contamination at the Premises arising from prior
  operations and as may arise during the term of this Agreement and the Lease.

(o)   Opinions of Counsel for Agent and Guarantor.
  (i) An opinion of Orrick, Herrington & Sutcliffe LLP, counsel for Agent
  and Guarantor, (ii) an opinion of Robert W. Burke, Esq., in-house counsel of
  Agent, and (iii) an opinion of Michael A. McGrail, Esq., in-house counsel of
  Guarantor, in each case in form and substance reasonably satisfactory to Owner
  and Assignee.

(p)   Budget. A copy of the Budget and
  certification by Agent that such Budget is (i) true, complete and correct, (ii)
  accurately representative of all expected costs of the Project, and (iii) within
  the dollar limit set forth in the first sentence of subsection 2.2 hereof.

(q)   Request for Initial Advance. A
  duly executed request for advance, stating the total amount of the Initial Advance
  requested, the date on which the advance is to be made, the name and address
  of the party to whom the Initial Advance is to be tendered, wiring instructions
  and an itemization of the various costs constituting the amount of the Initial
  Advance in such detail as will be necessary to provide disbursement instructions,
  including an accounting of expenditures for costs shown on the Budget for which
  payment or reimbursement is being requested.

(r)   Project Contracts; Construction Documents.
  A fully executed and complete copy of each of the Construction Documents and
  the Project Contracts which have been executed prior to the date of the Initial
  Advance.

(s)   Title Insurance Policy. An irrevocable
  commitment from the Title Company to issue (i) an ALTA owner's policy covering
  Owner's leasehold interest in the Premises and covering Owner's fee ownership
  of the improvements with a pending improvements clause and (ii) a lender's policy
  with a pending disbursements clause for the benefit of each Assignee, in each
  case complying with the rules and regulations promulgated by the Pennsylvania
  Department of Insurance, issued by the Title Company in an amount at least equal
  to $455,043,969.20, and otherwise acceptable to Owner and Assignee in all respects
  (including such additional endorsements, including, without limitation, those
  endorsements listed on Schedule 4(s) hereto, as may be reasonably requested
  by Owner or Assignee), together with legible photocopies of all underlying documents
  of record affecting the Premises as disclosed in the exceptions to coverage
  described in the title insurance policies. Owner also shall have received evidence
  satisfactory to it that all premiums in respect of such policies have been paid
  as of the closing or will be paid out of the proceeds of the Initial Advance.

(t)   Representations and Warranties of Guarantor.
  All representations and warranties of the Guarantor in the Guaranty are and
  remain true and correct on and as of the date of the Initial Advance as if made
  on and as of the date of the Initial Advance (except to the extent such representations
  and warranties are made expressly as to a specific earlier date, in which case
  such representations and warranties were true and correct as of such earlier
  date), and no default under the Guaranty has occurred and is continuing on the
  date such Initial Advance is to be made or will exist by reason of giving effect
  to such Initial Advance.

(u)   Construction Drawdown Schedule.
  A copy of the Construction Drawdown Schedule prepared by Agent, which reflects
  Agent's best estimates as to the amount and timing of construction drawdowns
  at the time delivered.

(v)   Construction Progress. If requested
  by Owner, Owner and Assignee shall have received true copies of unpaid invoices,
  receipted bills and Lien waivers (to the extent such Lien waivers are required
  under any Project Contract), and such other reasonably available supporting
  information as Owner or Assignee may reasonably request.

(w)   No Other Security Interests. All
  materials and fixtures incorporated in the construction of the Project have
  been purchased so that title thereto may automatically be transferred to Owner,
  and there shall be no Liens on such materials and fixtures other than Permitted
  Liens.

(x)   Material Adverse Change. Since
  the date of the Private Placement Memorandum, there has been no change in the
  business, assets, properties, revenues, financial condition, operations or prospects
  of Agent which could reasonably be expected to have a material adverse effect
  on (i) the construction, operation, maintenance, leasing, ownership, use, value
  or regulatory status of the Project, (ii) the ability of Agent to observe and
  perform its obligations under the Operative Documents, or any of the Construction
  Documents or the Project Contracts in a timely manner or the ability of the
  Guarantor to perform its obligations under the Guaranty in a timely manner,
  or (iii) the rights or interests of Owner or Assignee under the Operative Documents,
  the Guaranty, or any of the Construction Documents or the Project Contracts.

(y)   Conditions Precedent Under Project
  Contracts and Construction Documents. All conditions precedent to the effectiveness
  of each Construction Document and Project Contract in effect as of the date
  of the Initial Advance, have been satisfied in full (other than those (i) relating
  to completion of construction of the Project, (ii) which the failure to satisfy
  could not reasonably be expected to have a material adverse effect on Agent's
  ability to perform its obligations under any of the Construction Documents and
  Project Contracts or (iii) which will be fulfilled as a result of Agent's execution
  and delivery of and performance under this Agreement).

(z)   Intellectual Property Rights. All
  Intellectual Property Rights necessary for the use and operation of the Project
  in accordance with and as contemplated by the Construction Documents, the Project
  Contracts, this Agreement and the Lease have been or, prior to the Effective
  Date will have been, obtained and are or, prior to the Effective Date will be,
  in full force and effect. There has been no material breach under any such Intellectual
  Property Rights, and there are no pending or threatened claims or proceedings
  relating thereto which, if adversely determined, could reasonably be expected
  to have a material adverse effect on (i) the construction, operation, maintenance,
  leasing, ownership, use, value or regulatory status of the Project, (ii) the
  ability of Agent to observe and perform its obligations under the Operative
  Documents, or any of the Construction Documents or the Project Contracts in
  a timely manner or the ability of the Guarantor to perform its obligations under
  the Guaranty in a timely manner or (iii) the rights or interests of Owner or
  Assignee under the Operative Documents, the Guaranty, or any of the Construction
  Documents or the Project Contracts.

(aa)   Required Easements. The Required
  Easements have been or, prior to the Effective Date will be, obtained and are
  or, prior to the Effective Date will be, in full force and effect and constitute
  all easements, rights-of-way and licenses contemplated to be in place under
  the Construction Documents, the Project Contracts, this Agreement and the Lease
  as of the date of the Initial Advance. There has been no material breach under
  any such Required Easements, and there are no pending or, to the best of Agent's
  knowledge, threatened claims or proceedings relating thereto which, if adversely
  determined, could reasonably be expected to have a material adverse effect on
  (i) the construction, operation, maintenance, leasing, ownership, use, value
  or regulatory status of the Project, (ii) the ability of Agent to observe and
  perform its obligations under the Operative Documents, or any of the Construction
  Documents or the Project Contracts in a timely manner or the ability of the
  Guarantor to perform its obligations under the Guaranty in a timely manner or
  (iii) the rights or interests of Owner or Assignee under the Operative Documents,
  the Guaranty, or any of the Construction Documents or the Project Contracts.

(bb)   Appraisal. An appraisal prepared
  by the Appraiser and reasonably satisfactory to Owner and Assignee in all respects,
  which appraisal shall include an initial fair market valuation of at least $455,043,969.20
  of the Project as constructed.

(cc)   Opinion of Local Pennsylvania Counsel.
  An opinion of Morgan, Lewis & Bockius LLP, special Pennsylvania counsel,
  in form and substance reasonably satisfactory to Owner and Assignee.

(dd)   Additional Matters. Such other
  documents and legal matters in connection with a request for the Initial Advance
  as are reasonably requested by Owner or Assignee.

SECTION 5.   CONDITIONS PRECEDENT
  TO OWNER'S OBLIGATION
  TO MAKE INTERIM ADVANCES WITH RESPECT TO THEPROJECT AFTER THE INITIAL ADVANCE

(A)   Owner's obligation to make any Interim
  Advance after the Initial Advance shall be subject to the satisfaction of the
  conditions set forth in this Section 5 and to the receipt by Owner and Assignee
  of the documents set forth in this Section 5. Owner shall have at least five
  (5) Business Days to review the Interim Advance Certificate and its attachments
  prior to making any Interim Advance.

The following are the documents to be received by Owner and
  Assignee and the conditions to be satisfied:

(a)   Interim Advance Certificate. An
  Interim Advance Certificate duly executed by Agent.

(b)   Use of Proceeds and Continuing Representations
  of Agent. (i) All costs and expenses which are the subject of the Interim
  Advance requested have been paid in full or will be paid in full out of the
  proceeds of the Interim Advance; (ii) all premiums and costs owing under any
  insurance policy pursuant to subsection 9.3 hereof have been paid in full by
  the General Contractor or otherwise or will be paid in full out of the proceeds
  of the Interim Advance, and all such insurance policies are in full force and
  effect; (iii) all representations and warranties in this Agreement (except for
  the representations and warranties made in subsections 8.9 and 8.26 hereof which
  shall not be made by Agent), in the Lease and in the various agreements, instruments
  and documents delivered to Owner by or on behalf of Agent in connection with
  the Interim Advance, are and remain true and correct in all material respects
  on and as of the date of the Interim Advance as if made on and as of the date
  of the Interim Advance (except to the extent such representations and warranties
  are made expressly as to a specific earlier date, in which case such representations
  and warranties were true and correct as of such earlier date); and (iv) no Event
  of Loss, Event of Default, Potential Default, Event of Project Termination,
  Potential Event of Project Termination or Termination Event under this Agreement,
  or default under any Project Contract or Construction Document has occurred
  and is continuing on the date such Interim Advance is to be made or will exist
  by reason of giving effect to such Interim Advance.

(c)   Construction Progress. Owner and
  Assignee shall have received, if requested by Owner, (i) all Monthly Progress
  Reports (as defined in the EPC Contract) delivered under the EPC Contract, (ii)
  true copies of unpaid invoices, receipted bills and Lien waivers (to the extent
  such Lien waivers are required under the EPC Contract or any other Project Contract),
  and such other reasonably available supporting information as Owner or Assignee
  may reasonably request and (iii) a certificate from Agent certifying to Owner
  and Assignee the amount of Unreimbursed Project Costs outstanding on the date
  of such Interim Advance.

(d)   No Other Security Interests. All
  materials and fixtures incorporated in the construction of the Project have
  been purchased so that title thereto may automatically be transferred to Owner
  pursuant to the EPC Contract, and there shall be no Liens on such materials
  and fixtures other than Permitted Liens.

(e)   Request for Interim Advance. A
  duly executed request for advance, stating the total amount of the Interim Advance
  requested, the date on which such Interim Advance is to be made, wiring instructions
  and a specific breakdown of items and costs for which the Interim Advance is
  being made.

(f)   Representations and Warranties of Guarantor.
  All representations and warranties of the Guarantor in the Guaranty (except
  for the representations and warranties made in Sections 4.5, 4.6, 4.8 and 4.9
  thereof which shall not be made by the Guarantor) are and remain true and correct
  in all material respects on and as of the date of the Interim Advance as if
  made on and as of the date of such Interim Advance (except to the extent such
  representations and warranties are made expressly as to a specific earlier date,
  in which case such representations and warranties were true and correct as of
  such earlier date), and no default under the Guaranty has occurred and is continuing
  on the date such Interim Advance is to be made or will exist by reason of giving
  effect to such Interim Advance.

(g)   Satisfactory Title. A notice of
  title continuation or date-down endorsement issued by the Title Company in respect
  of Owner's title policy and Assignee's title policy indicating that, since the
  last advance, there have been no changes in the state of title, except for Permitted
  Liens and increasing the pending disbursements/improvements coverage to include
  the amount of such Interim Advance costs.

(B)   If Agent is unable to satisfy the conditions
  set forth in clause (b) or (f) of paragraph (A) of this Section 5, Agent shall
  promptly deliver to Owner and Assignee a notice describing in reasonable detail
  the conditions it is unable to satisfy, along with an Interim Advance Certificate
  that complies with the remaining provisions of paragraph (A) of this Section
  5. Upon receipt of the notice described in the immediately preceding sentence,
  Owner shall remain obligated to make an Interim Advance to Agent to reimburse
  Agent for all Unreimbursed Project Costs incurred by Agent since the date of
  the last advance under this Agreement; provided, however, that
  (i) Agent shall not thereafter be entitled to incur any additional Project Costs
  for the period commencing on the date that is five (5) days after Agent's delivery
  of such notice (the "Unreimbursable Costs") until such time
  as Agent has satisfied all the conditions set forth in paragraph (A) of this
  Section 5 (including, without limitation, the conditions of clauses (b) and
  (f) of paragraph (A) of this Section 5), (ii) Agent shall, unless otherwise
  directed by Owner, promptly notify each of its contractors and subcontractors
  to immediately cease incurring any cost or expense relating to the Project,
  and (iii) Owner shall have no obligation to reimburse Agent for any Unreimbursable
  Costs.

SECTION 6.   CONDITIONS PRECEDENT
  TO THE FINALADVANCE WITH RESPECT TO THE PROJECT

Owner's obligation to make the Final Advance shall be subject
  to the satisfaction of the conditions set forth in this Section 6 and to the
  receipt by Owner and Assignee of the documents set forth in this Section 6.
  When all of the conditions set forth in this Section 6 shall have been satisfied,
  Substantial Completion shall be deemed to occur. Owner shall have at least ten
  (10) Business Days to review the Certificate of Substantial Completion and its
  attachments prior to making the Final Advance.

The following are the documents to be received by Owner and
  Assignee and the conditions to be satisfied:

(a)   Certificate of Substantial Completion.
  A Certificate of Substantial Completion duly executed by Agent.

(b)   Final Advance. The Final Advance
  is sufficient to provide for the payment of all costs of constructing the Project
  (other than (1) the cost of completing any open Punch List (as defined in the
  EPC Contract) items), (2) Unreimbursed Project Costs not designated by Agent
  for payment by the Final Advance and (3) those estimated costs in connection
  with the designing, constructing, equipping and installing of the Project that
  are not yet due and which will be included as part of a Completion Advance in
  an amount not to exceed the amount of such estimate, provided that (i) the
  Available Commitment remaining after the Final Advance is equal to or exceeds
  the aggregate amount of all such estimated costs and (ii) Agent certifies, based
  upon its reasonable expectations, that (x) all costs in connection with the
  designing, constructing, equipping and installing of the Project that are not
  yet due will not exceed such estimated costs or (y) to the extent that
  such costs will exceed such estimated costs, such excess costs are Unreimbursed
  Project Costs).

(c)   Construction and Equipping of the Project.
  The Project (exclusive of Punch List (as defined in the EPC Contract) items),
  (i) shall have been completed (including all Performance Tests (as defined in
  the EPC Contract) required for Substantial Completion under the EPC Contract)
  in all material respects in accordance with the Plans, the terms of the Construction
  Documents and the Project Contracts, and (ii) shall have been constructed in
  accordance with generally accepted engineering and construction practices.

(d)   Permits. All Permits and Governmental
  Actions required for the occupancy, use and operation of the Project in the
  manner contemplated in paragraph (c) above and in accordance with and as contemplated
  by the Construction Documents, the Project Contracts and the Lease have been
  issued or obtained and are in full force and effect.

(e)   Liens. The Project has been completed
  in the manner contemplated in paragraph (c) above free of all Liens, except
  for Permitted Liens (all of which Permitted Liens are to be itemized as to the
  nature, amount, claimant and status thereof and provided that such Permitted
  Liens shall not include any mechanics' liens, other than those mechanics' liens
  that are (i) to be satisfied or discharged out of the proceeds of the Final
  Advance or a Completion Advance or (ii) subject to a Permitted Contest and fully
  bonded or otherwise fully secured), and there are no claims outstanding with
  respect to any Construction Document or Project Contract (other than any such
  claims that are itemized as to the nature, amount, claimant and status and are
  fully bonded or otherwise fully secured) and no current Permitted Contests (or,
  if any Permitted Contest exists, the nature, amount, claimant and status thereof).

(f)   Final Survey. A final as-built
  ALTA/ACSM Class A survey (the "Final Survey"), prepared
  by the Surveyor or another independent, licensed registered public land surveyor
  (reasonably satisfactory to Owner and Assignee) and certified to Owner and any
  Assignee, with a metes and bounds description of the perimeter of the Premises,
  and showing the completed Project (excluding the Released Improvements if already
  released), all servient and beneficial easements pertaining to the Premises,
  and indicating the location of access to the Premises. No encroachments are
  to exist by the Project onto premises outside the boundary lines of the Premises
  or by existing improvements located on adjacent premises onto the Premises other
  than those that are Permitted Liens or that may have been consented to by Owner
  and Assignee and all set-back requirements have been complied with. If any discrepancies
  exist between the legal description set forth on the Survey delivered pursuant
  to paragraph (j) of Section 4 hereof and the legal description set forth on
  the Final Survey delivered pursuant to this paragraph (f), Owner and Agent
  shall cooperate in amending the legal descriptions in all recorded documents
  creating or affecting the Premises, including, without limitation, any easements,
  to reflect the correct as-built description.

(g)   Utilities. Connection has been
  made to all appropriate utility facilities (including Interconnection Facilities)
  and the Project is capable of operation in the manner contemplated in paragraph
  (c) of this Section 6 and in accordance with and as contemplated by the Construction
  Documents, the Project Contracts and the Lease.

(h)   Use of Proceeds and Continuing Representations
  of Agent. (i) All costs and expenses which are the subject of the Final
  Advance requested have been paid in full or will be paid in full out of the
  proceeds of the Final Advance; (ii) all premiums and costs owing under any insurance
  policy pursuant to subsection 9.3 hereof have been paid in full by the General
  Contractor or otherwise or will be paid in full out of the proceeds of the Final
  Advance, and all such insurance policies are in full force and effect; (iii)
  all representations and warranties in this Agreement (except for the representations
  and warranties made in subsections 8.9 and 8.26 hereof which shall not be made
  by Agent), in the Lease and in the various agreements, instruments and documents
  delivered to Owner by or on behalf of Agent in connection with the Final Advance,
  are and remain true and correct in all material respects on and as of the date
  of the Final Advance as if made on and as of the date of the Final Advance (except
  to the extent such representations and warranties are made expressly as to a
  specific earlier date, in which case such representations and warranties were
  true and correct as of such earlier date); and (iv) no Event of Loss, Event
  of Default, Potential Default, Event of Project Termination, Potential Event
  of Project Termination or Termination Event under this Agreement has occurred
  and is continuing on the date such Final Advance is to be made or will exist
  by reason of giving effect to such Final Advance.

(i)   Request for Final Advance. A duly
  executed request for advance, stating the total amount of the Final Advance
  requested, the date on which such advance is to be made, wiring instructions
  and a breakdown of items and costs for which the Final Advance is to be made.

(j)   Satisfactory Title. A notice of
  title continuation or an endorsement issued by the Title Company in respect
  of Owner's title policy and Assignee's title policy, indicating that since the
  most recent notice of title continuation or endorsement issued by the Title
  Company in respect of an Interim Advance for the Premises, there have been no
  changes in the state of title, except for Permitted Liens, and no additional
  survey exceptions not theretofore specifically approved in writing by Owner
  and Assignee and increasing the pending disbursements/improvements coverage
  to account for other advances. Title to the Project shall have been or will
  be transferred to Owner pursuant to the EPC Contract and shall have been or
  will be vested solely in Owner upon final payment to the General Contractor
  under the EPC Contract. In addition, if Agent elects not to request a Completion
  Advance, Agent shall satisfy the requirements of paragraph (e) of Section 7
  hereof.

(k)   Representations and Warranties of Guarantor.
  All representations and warranties of the Guarantor in the Guaranty (except
  for the representations and warranties made in Sections 4.5, 4.6, 4.8 and 4.9
  thereof which shall not be made by the Guarantor) are and remain true and correct
  in all material respects on and as of the date of the Final Advance as if made
  on and as of the date of the Final Advance (except to the extent such representations
  and warranties are made expressly as to a specific earlier date, in which case
  such representations and warranties were true and correct as of such earlier
  date), and no default under the Guaranty has occurred and is continuing on the
  date such Final Advance is to be made or will exist by reason of giving effect
  to such Final Advance.

(l)   Commercial Operation. (i) Commercial
  Operation of the Project shall have been achieved, including, without limitation,
  satisfaction of (A) the Minimum Performance Guarantees, (B) the Emission Guarantees
  and (C) the Noise Compliance Guarantee (as each such term is defined in the
  EPC Contract), in each case according to the procedures set forth in the EPC
  Contract; (ii) no defective or uncompleted work shall exist that could reasonably
  be expected to materially and adversely affect the generation of electricity
  from the Project; (iii) the Project as constructed shall comply in all material
  respects with all Governmental Actions; and (iv) the Project shall be capable
  of operating in a manner consistent with prudent industry practices, all applicable
  Permits and all Legal Requirements and in accordance with the terms of this
  Agreement, the Lease and the Project Contracts. In addition, if Agent elects
  not to request a Completion Advance, Agent shall satisfy the requirements of
  paragraph (g) of Section 7 hereof.

(m)   Environmental Compliance. All compliance
  tests, emissions tests and certifications and other actions required by any
  Environmental Requirements as a precondition to Commercial Operation of the
  Project (including, without limitation, the performance criteria, emissions
  standards and reliability criteria required by the EPC Contract) shall have
  been successfully completed and all filings, notices and other submissions required
  under such Environmental Requirements shall have been fully and accurately completed
  and submitted to applicable Governmental Authorities as required by applicable
  Legal Requirements.

(n)   Intellectual Property Rights. All
  Intellectual Property Rights necessary for the use and operation of the Project
  in accordance with and as contemplated by the Projects Contracts, this Agreement
  and the Lease have been obtained and are in full force and effect.

(o)   Easements. The Easements have been
  obtained and are in full force and effect and are not subject to any Liens,
  other than Permitted Liens, and constitute all easements and rights-of-way (i)
  contemplated to be in place under the Construction Documents, the Project Contracts,
  this Agreement and the Lease as of the date of the Final Advance and (ii) which
  are necessary for Agent's performance of its obligations under this Agreement,
  the Lease, the Construction Documents and the Project Contracts.

(p)   Construction Progress. Owner and
  Assignee shall have received, if requested by Owner, (i) all Monthly Progress
  Reports (as defined in the EPC Contract) delivered under the EPC Contract, (ii)
  true copies of unpaid invoices, receipted bills and Lien waivers (to the extent
  such Lien waivers are required under the EPC Contract or any other Project Contract),
  and such other reasonably available supporting information as Owner or Assignee
  may reasonably request and (iii) a certificate from Agent certifying to Owner
  and Assignee the amount of Unreimbursed Project Costs outstanding on the date
  of the Final Advance.

(q)   No Other Security Interests. All
  materials and fixtures incorporated in the construction of the Project have
  been purchased so that title thereto may automatically be transferred to Owner
  pursuant to the EPC Contract, and there shall be no Liens on such materials
  and fixtures other than Permitted Liens.

(r)   Evidence of EWG Status. Agent shall
  furnish Owner and Assignee with evidence of the filing of an application for
  determination that Owner is an EWG under Section 32 of the 1935 Act, together
  with a determination issued by FERC of such EWG status, each in form and substance
  satisfactory to Owner and Assignee in their reasonable judgment.

SECTION 7.   CONDITIONS PRECEDENT
  TO COMPLETIONADVANCES WITH RESPECT TO THE PROJECT

Owner's obligation to make Completion Advances shall be subject
  to the satisfaction of the conditions set forth in this Section 7 and to the
  receipt by Owner and Assignee of the documents set forth in this Section 7.
  Owner shall have at least five (5) Business Days to review the Certificate of
  Increased Cost and its attachments prior to making a Completion Advance.

The following are the documents to be received by Owner and
  Assignee and the conditions to be satisfied:

(a)   Certificate of Increased Cost.
  A Certificate of Increased Cost duly executed by Agent.

(b)   Completion Advance. The Completion
  Advance is sufficient to provide for the payment of (i) all costs of completing
  any open Punch List (as defined in the EPC Contract) items, and (ii) all costs
  in connection with the designing, constructing, equipping and installing of
  the Project that were not included as part of the Final Advance; provided
  that all such costs fall within the limits of the Budget.

(c)   Use of Proceeds and Continuing Representations
  of Agent. (i) All costs and expenses which are the subject of the Completion
  Advance requested have been paid in full or will be paid in full out of the
  proceeds of the Completion Advance; (ii) all premiums and costs owing under
  any insurance policy pursuant to subsection 9.3 hereof have been paid in full
  by the General Contractor or otherwise or will be paid in full out of the proceeds
  of the Completion Advance, and all such insurance policies are in full force
  and effect; (iii) all representations and warranties in this Agreement (except
  for the representations and warranties made in subsections 8.9 and 8.26 hereof
  which shall not be made by Agent), in the Lease and in the various agreements,
  instruments and documents delivered to Owner by or on behalf of Agent in connection
  with the Completion Advance, are and remain true and correct in all material
  respects on and as of the date of the Completion Advance as if made on and as
  of the date of the Completion Advance (except to the extent such representations
  and warranties are made expressly as to a specific earlier date, in which case
  such representations and warranties were true and correct as of such earlier
  date); and (iv) no Event of Loss, Event of Default, Potential Default, Event
  of Project Termination, Potential Event of Project Termination or Termination
  Event under this Agreement has occurred and is continuing on the date the Completion
  Advance is to be made or will exist by reason of giving effect to the Completion
  Advance.

(d)   Request for Completion Advance.
  A duly executed request for advance, stating the total amount of the Completion
  Advance requested, the date on which such advance is to be made, wiring instructions
  and a breakdown of items and costs for which the Completion Advance is to be
  made.

(e)   Satisfactory Title. A notice of
  title continuation or endorsement issued by the Title Company in respect of
  Owner's title policy and Assignee's title policy, indicating that since the
  notice of title continuation or endorsement issued by the Title Company in respect
  of the Final Advance, there have been no changes in the state of title, except
  for Permitted Liens and, with respect to the last Completion Advance only, a
  "Completion of Improvements" endorsement which removes the pending
  disbursements or pending improvements provision of the policy, as the case may
  be, and redates the survey coverage provided in the policy based on the Final
  Survey.

(f)   Representations and Warranties of Guarantor.
  All representations and warranties of the Guarantor in the Guaranty (except
  for the representations and warranties made in Sections 4.5, 4.6, 4.8 and 4.9
  thereof which shall not be made by the Guarantor) are and remain true and correct
  in all material respects on and as of the date of the Completion Advance as
  if made on and as of the date of the Completion Advance (except to the extent
  such representations and warranties are made expressly as to a specific earlier
  date, in which case such representations and warranties were true and correct
  as of such earlier date), and no default under the Guaranty has occurred and
  is continuing on the date such Completion Advance is to be made or will exist
  by reason of giving effect to such Completion Advance.

(g)   Final Completion. At the time Agent
  requests its last Completion Advance, (i) Final Completion (as defined in the
  EPC Contract) shall have occurred as evidenced by the execution and delivery
  of a Notice of Final Completion (as defined in the EPC Contract) and a certificate
  stating that the requirements to achieve Final Completion have been met, in
  each case according to the procedures set forth in the EPC Contract; (ii) the
  Project shall have satisfied the Output Guarantee (as defined in the EPC Contract)
  according to the procedures set forth in the EPC Contract; and (iii) the Project
  shall have satisfied the Heat Rate Guarantee (as defined in the EPC Contract)
  according to the procedures set forth in the EPC Contract.

(h)   Construction Progress. If requested
  by Owner, Owner and Assignee shall have received (i) all Monthly Progress Reports
  (as defined in the EPC Contract) delivered under the EPC Contract and (ii) true
  copies of unpaid invoices, receipted bills and Lien waivers (to the extent such
  Lien waivers are required under the EPC Contract or any other Project Contract),
  and such other reasonably available supporting information as Owner or Assignee
  may reasonably request.

(i)   No Other Security Interests. All
  materials and fixtures incorporated in the construction of the Project have
  been purchased so that title thereto shall have vested solely in Owner, and
  there shall be no Liens on such materials and fixtures other than Permitted
  Liens. Title to the Project shall have vested solely in Owner in accordance
  with the terms of paragraph (j) of Section 6 hereof.

SECTION 8.   REPRESENTATIONS
  AND WARRANTIES OF AGENT

Agent represents and warrants to Owner as of the date hereof
  and on the date of each advance (other than with respect to the representation
  and warranty made in subsection 8.9 and subsection 8.26 hereof which shall apply
  only as of the date hereof and on the date of the Initial Advance), that:

8.1.   Corporate Matters. Agent (a) has
  been duly formed and is validly existing as a limited liability company in good
  standing under the laws of the State of Delaware, (b) has full power, authority
  and legal right to own and operate its properties and to conduct its business
  as presently conducted and to execute, deliver and perform its obligations under
  the Lease, this Agreement, any Consent, the Project Contracts, the Pledge Agreement,
  the Lessee Note and the Construction Documents, and (c) is duly qualified to
  do business as a foreign limited liability company in good standing in the Commonwealth
  of Pennsylvania and in each other jurisdiction in which its ownership or leasing
  of properties or the conduct of its business requires such qualification, except
  where the failure to so qualify would not impair the ability of Agent to conduct
  its business and to observe and perform its obligations under the Operative
  Documents, any of the Construction Documents or the Project Contracts or any
  Consent in a timely manner.

8.2.   Compliance with Other Instruments.
  The execution, delivery and performance by Agent of this Agreement, any Consent,
  the Project Contracts, the Pledge Agreement, the Lessee Note and the Construction
  Documents will not result in any violation of any provision of the certificate
  of formation or the operating agreement of Agent, do not require member approval
  or the approval or consent of any trustee or holders of indebtedness of Agent
  except such as have been obtained prior to the date hereof and will not conflict
  with or result in a breach of any terms or provisions of, or constitute a default
  under, or result in the creation or imposition of any Lien (other than a Permitted
  Lien) upon any property or assets of Agent under, any indenture, mortgage or
  other agreement or instrument to which Agent is a party or by which it or any
  of its property is bound, or any existing applicable law, rule, regulation,
  license, judgment, order or decree of any Governmental Authority or court having
  jurisdiction over Agent or any of its activities or properties.

8.3.   Binding Agreement. This Agreement
  and the Lease have been duly authorized, executed and delivered by Agent and,
  assuming the due authorization, execution and delivery of this Agreement and
  the Lease by Owner, each of this Agreement and the Lease is a legal, valid and
  binding obligation of Agent, enforceable against Agent according to its terms.

8.4.   Litigation. Except as set forth
  on Schedule 8.4 hereto, there is no action, suit, claim, or counterclaim, proceeding
  or investigation, at law or in equity, by or before any court, governmental
  body, agency, commission or other tribunal now pending or threatened against
  or affecting the Project, Agent, or any property or rights of Agent or questioning
  the enforceability of this Agreement, the Project Contracts or the Construction
  Documents, which could reasonably be expected to have a material adverse effect
  on (a) the construction, operation, maintenance, leasing, ownership, use, value
  or regulatory status of the Project, (b) the ability of Agent to observe and
  perform its obligations under the Operative Documents, or any of the Construction
  Documents or the Project Contracts in a timely manner or the ability of the
  Guarantor to perform its obligations under the Guaranty in a timely manner,
  or (c) the rights or interests of Owner or Assignee under the Operative Documents,
  the Guaranty, or any of the Construction Documents or the Project Contracts.

8.5.   Governmental Consents. There are
  no consents, licenses, orders, authorizations, approvals, Environmental Approvals,
  Permits, waivers, extensions or variances of, or notices to or registrations
  or filings with any Governmental Authority or public body (each a "Governmental
  Action"), (a) which are or will be required in connection with the
  valid execution, delivery and performance of this Agreement, the Project Contracts
  or the Construction Documents, (b) which are or will be required in connection
  with any participation by Owner or Assignee in the transactions contemplated
  by the Project Contracts, the Construction Documents or the Operative Documents,
  (c) which are or will be required in connection with the acquisition or ownership
  by Owner of the Project and all equipment for use with respect thereto, (d)
  which are or will be required for the lease of the Project or the construction
  and operation of the Project in accordance with and as contemplated by the Project
  Contracts, the Construction Documents, this Agreement, and the Lease, or (e)
  which are or will be required to be obtained by Agent, Owner, Merrill, Merrill
  Leasing, Assignee or an Affiliate of the foregoing, during the term of this
  Agreement, the Lease or the Project Contracts, with respect to the Project or
  the Project Contracts, except such Governmental Actions (i) each of which (1)
  has been duly obtained, given or accomplished and is in full force and effect,
  with a true copy thereof delivered to Owner, or (2) is to be obtained but is
  not now required (but which will be obtained in the ordinary course of business
  on or before the time required), including, without limitation, orders granting
  Agent and Owner the status of an EWG, (ii) as may be required by applicable
  law not now in effect, (iii) as may be required as a result of the business,
  properties or activities of Owner, Merrill, Merrill Lynch, Merrill Leasing,
  any Assignee or any Affiliate of the foregoing and which are not solely dependent
  on the nature of the Project or the business of Agent, or (iv) as may be required
  by Owner, Assignee or any Affiliate of either, if energy generated at the Project
  is sold by any such Person upon the termination of this Agreement or after an
  Event of Default or an Event of Project Termination hereunder or in connection
  with the exercise of any remedy under which Owner or Assignee or any of their
  respective Affiliates would operate, possess or control the Project.

8.6.   Compliance with Legal Requirements
  and Insurance Requirements. The construction, operation, use, and physical
  condition of the Project (a) are in full compliance with all Insurance Requirements
  and all premiums due with respect to such Insurance Requirements have been paid,
  and (b) are in compliance with all Legal Requirements, except any Legal Requirements,
  the noncompliance with which, individually or in the aggregate, (A) will not
  place either Owner or any Assignee in any danger of civil liability which Owner
  or such Assignee is not adequately indemnified for by Agent or subject Owner
  or any Assignee to any danger of criminal liability as a result of failure to
  comply therewith, provided that, in the case of any such danger of criminal
  liability, any grace period in which to cure such non-compliance shall not be
  applicable and (B) could not reasonably be expected to have a material adverse
  effect on (i) the construction, operation, maintenance, leasing, ownership,
  use, value or regulatory status of the Project, (ii) the ability of Agent to
  observe and perform its obligations under the Operative Documents, or any of
  the Construction Documents or the Project Contracts in a timely manner or the
  ability of the Guarantor to perform its obligations under the Guaranty in a
  timely manner, or (iii) the rights or interests of Owner or Assignee under the
  Operative Documents, the Guaranty, or any of the Construction Documents or the
  Project Contracts.

8.7.   No Default. Neither Agent nor
  the Guarantor is in violation of or in default under or with respect to any
  Legal Requirement in any respect which could reasonably be expected to have
  a material adverse effect on (a) the construction, operation, maintenance, leasing,
  ownership, use, value or regulatory status of the Project, (b) the ability of
  Agent to observe and perform its obligations under the Operative Documents,
  or any of the Construction Documents or the Project Contracts in a timely manner
  or the ability of the Guarantor to perform its obligations under the Guaranty
  in a timely manner or (c) the rights or interests of Owner or Assignee under
  the Operative Documents, the Guaranty, or any of the Construction Documents
  or the Project Contracts.

8.8.   Liens. The Project is not subject
  to any Lien, except for Permitted Liens, and none of such Permitted Liens could
  reasonably be expected to materially interfere with the construction, use or
  possession of the Project or the use or exercise by Owner of its rights under
  this Agreement or any other document contemplated hereby or entered into in
  connection herewith.

8.9.   Changes. Since the date of the
  Private Placement Memorandum, there has been no change in the business, assets,
  properties, revenues, financial condition or operations of the Project or Agent
  which could reasonably be expected to have a material adverse effect on (a)
  the construction, operation, maintenance, leasing, ownership, use, value or
  regulatory status of the Project, (b) the ability of Agent to observe and perform
  its obligations under the Operative Documents, or any of the Construction Documents
  or the Project Contracts in a timely manner or the ability of the Guarantor
  to perform its obligations under the Guaranty in a timely manner or (c) the
  rights or interests of Owner or Assignee under the Operative Documents, the
  Guaranty, or any of the Construction Documents or the Project Contracts.

8.10.   Availability of Utilities. All
  utility services and facilities necessary for the construction of the Project
  (including, without limitation, gas, electrical, water and sewage services and
  facilities) are available at the boundaries of the Premises or will be obtained
  in sufficient time to permit Agent to achieve Commercial Operation of the Project
  prior to the Completion Date, and all utility services and Interconnection Facilities
  necessary for the operation of the Project for its intended purpose will be
  available on commercially reasonable terms at or within the boundaries of the
  Premises prior to Commercial Operation.

8.11.   ERISA. Agent has not established
  and does not maintain or contribute to any employee benefit plan that is covered
  by Title IV of ERISA, except that Agent's employees may participate in the PPL
  Retirement Plan.

8.12.   Public Utility Holding Company Act.
  Agent is not and shall not become a "public-utility company" or a
  "holding company" within the meaning of the 1935 Act, is not and shall
  not become an Affiliate of a holding company registered under the 1935 Act (except
  that Agent may become an Affiliate of a holding company registered under the
  1935 Act so long as the rights of Agent under the Project Contracts and the
  rights of Owner or Assignee under this Agreement or any other document contemplated
  hereby are not adversely affected), and is not and shall not become regulated
  as a public utility company or a holding company under any other Federal, state
  or local Legal Requirement (except that Agent may become regulated as a public
  utility company so long as the rights of Agent under the Project Contracts and
  the rights of Owner and Assignee under this Agreement and under any other documents
  contemplated hereby are not adversely affected).

8.13.   Regulation. Neither Owner nor
  any Assignee nor any of their respective Affiliates shall, solely by reason
  of (a) its entering into this Agreement or any other document contemplated hereby,
  (b) the acquisition, ownership, leasing or financing of the Project (or any
  part thereof) or (c) the operation of the Project (or any part thereof) during
  the term of this Agreement or Lease in accordance with and as contemplated by
  the Project Contracts and the Lease, be subject to financial, rate or other
  similar regulation as, a public utility, or an electric utility or a public
  utility holding company under a Legal Requirement (including any Legal Requirement
  (i) under the 1935 Act, (ii) imposed by any state or local public utility commission
  or other similar regulatory body, authority or group having jurisdiction over
  Owner or Agent or any such transactions or activities or (iii) under the Federal
  Power Act, as amended), except in connection with the exercise of any remedy
  under which Owner or Assignee or any of their respective Affiliates would operate,
  possess or control the Project (or any part thereof).

8.14.   Nature of Agent's Business. Agent
  (a) has not engaged in any business other than as contemplated by paragraph
  (ii)(j) of Section 2 of the Lease, (b) is not a party to any contract, operating
  lease, agreement or commitment other than as contemplated by subsection 10.5
  hereof, and the Agency Agreement, the Construction Documents and the Project
  Contracts and (c) has not created, assumed or incurred any Indebtedness other
  than pursuant to this Agreement, the Lease, the Lessee Note, the Agency Agreement,
  the Construction Documents and the Project Contracts.

8.15.   Lease. The Lease has been duly
  authorized, executed and delivered by Agent and is a legal, valid and binding
  obligation of Agent, enforceable according to its terms.

8.16.   Construction Documents and Project
  Contracts. Each of the Construction Documents and the Project Contracts
  has been or will be duly authorized, executed and delivered by Agent and, assuming
  the due authorization, execution and delivery of the Construction Documents
  and the Project Contracts by the parties thereto other than Agent, each of the
  Construction Documents and the Project Contracts when executed and delivered
  is or will be, a legal, valid and binding obligation of Agent, enforceable according
  to its terms. Agent has not received notice from, nor is there any reasonable
  and good faith basis known to Agent for the receipt of a notice from, any party
  to a Construction Document or a Project Contract that (a) such party is terminating
  any Construction Document or Project Contract, (b) a default has occurred under
  any Construction Document or Project Contract or any Person has alleged that
  a default has occurred under any Construction Document or Project Contract or
  (c) there are any claims for damages existing as a result of Agent's performance
  of or its failure to perform any of its obligations under any Construction Document
  or Project Contract. No default on the part of Agent, or to Agent's knowledge,
  on the part of any other party thereto, has occurred and is continuing under
  any Construction Document or Project Contract on the date hereof.

8.17.   Status of Agent. Not less than
  fifty percent (50%) of the voting membership interests of Agent is owned (directly
  or indirectly) beneficially and of record by the Guarantor.

8.18.   Project Authorizations. Agent
  (or its contractors or subcontractors) has obtained, or shall in the ordinary
  course of business obtain prior to the time required, all certificates, Permits,
  licenses, authorizations and approvals required (a) in the construction and
  operation of the Project in accordance with and as contemplated by the Construction
  Documents, the Project Contracts, this Agreement and the Lease, and (b) for
  acquisition of equipment related to the Project for use with respect thereto.
  A list of all such certificates, Permits, licenses, authorizations and approvals
  required by all applicable law in effect on the date hereof is attached as Exhibit
  F hereto, which Exhibit F shall be updated on the date of each advance.

8.19.   Compliance with Construction Documents
  and Project Contracts. The physical condition of the Project as it is presently
  constructed and as it will be constructed pursuant to the requirements of the
  EPC Contract complies with all material requirements of each Construction Document
  and each Project Contract then in effect and will, at the time required, enable
  Agent to perform all obligations under the Construction Documents, the Project
  Contracts and the Lease in accordance with their respective terms.

8.20.   Pledge Agreement. The Pledge
  Agreement has been duly authorized, executed and delivered by Agent and, assuming
  the due authorization, execution and delivery of the Pledge Agreement by Owner,
  is a legal, valid and binding obligation of Agent, enforceable according to
  its terms. The Pledge Agreement creates a valid first priority security interest
  in the Collateral (as defined in the Pledge Agreement) now in existence, securing
  the payment of the Secured Obligations (as defined in the Pledge Agreement).
  All action necessary to perfect the security interest in the Collateral has
  been taken and such security interest has priority over any other Lien on the
  Collateral, except for Permitted Liens.

8.21.   Intellectual Property. All Intellectual
  Property Rights required for the construction and operation of the Project in
  accordance with and as contemplated by the Construction Documents, the Project
  Contracts, this Agreement and the Lease, have been or will in the ordinary course
  of business be timely obtained and, once obtained, will, to the extent required,
  remain in full force and effect. Agent owns or has, or will in the ordinary
  course of business timely obtain the right to use all technology, licenses,
  patents and other proprietary rights that are material and are required to construct
  the Project and to perform Agent's obligations under the Construction Documents
  and the Project Contracts without any conflict with the rights of others.

8.22.   Taxes. Agent has filed or caused
  to be filed all tax returns which are required to be filed by it and all such
  tax returns were true, correct and complete as of the date filed. Agent has
  paid all taxes shown to be due and payable on said returns or on any assessments
  made against it or any of its assets and properties and has paid all other taxes,
  fees or other charges imposed on it by any Governmental Authority (except taxes,
  fees and charges subject to a Permitted Contest).

8.23.   Budgets. The Budget furnished
  to Owner and Assignee by or on behalf of Agent and the summaries of significant
  assumptions related thereto, if any (a) have been prepared with due care in
  accordance with prudent business practices, (b) fairly present Agent's
  expectations as to the matters covered thereby as of their date, (c) are based
  on assumptions that are reasonable as to all factual and legal matters material
  to the estimates therein (including Project Costs) and (d) are in all material
  respects consistent with the provisions of this Agreement, the Lease, the Construction
  Documents and the Project Contracts. To the best of Agent's knowledge, the Budget
  includes all costs and expenses that could reasonably be expected to be incurred
  in connection with the construction of the Project.

8.24.   Operation of the Project. The
  Project will, on and after the achievement of Substantial Completion, be able
  (a) to be operated in compliance with all existing material Governmental Actions,
  the Project Contracts and the Lease for a period of at least 20 years thereafter,
  and (b) to be mechanically operated in compliance with all existing material
  Governmental Actions for a period of at least 25 years thereafter.

8.25.   Lessee Note. The Lessee Note
  has been duly authorized, executed and delivered by Agent and is a legal, valid
  and binding obligation of Agent, enforceable according to its terms.

8.26.   Disclosure. Except as set forth
  on Schedule 8.26 hereto, there is no fact of which Agent is aware which could
  reasonably be expected to have a material adverse effect on (a) the construction,
  operation, maintenance, leasing, ownership, use, value or regulatory status
  of the Project, (b) the ability of Agent to observe and perform its obligations
  under the Operative Documents, or any of the Construction Documents or the Project
  Contracts in a timely manner or the ability of the Guarantor to perform its
  obligations under the Guaranty in a timely manner, or (c) the rights or interests
  of Owner or Assignee under the Operative Documents, the Guaranty, or any of
  the Construction Documents or the Project Contracts, and which has not been
  set forth in this Agreement, the Lease or in the other documents, certificates
  and written statements furnished by Agent to Owner and Assignee prior to the
  date of execution of this Agreement in connection with the transactions contemplated
  hereby. The Private Placement Memorandum and all documents and information incorporated
  by reference therein, taken as a whole, does not contain any untrue statement
  of a material fact or omit to state a material fact necessary in order to make
  the statements contained therein not misleading, in light of the circumstances
  under which they were made; provided, however, that no representation
  is given or made with regard to (i) any forecasts or projections included therein
  or omitted therefrom, (ii) any information, assumptions or conclusions contained
  in any expert reports or the summaries thereof, (iii) the descriptions of the
  tax consequences to the holders of the Notes, (iv) any information regarding
  Merrill Lynch and its Affiliates, (v) any changes to the documents referred
  to therein and attached thereto or (vi) any information concerning the Guarantor.

8.27.   Environmental.

Except as expressly identified in the Environmental Report
  or as set forth on Schedule 8.27 hereto:

(a)   Agent and the Project comply and have
  at all times complied in all material respects with all Environmental Requirements
  applicable to the Project. Subject to Agent's right to pursue a Permitted Contest
  pursuant to Section 16 hereof, Agent and the Project shall at all times during
  the term of this Agreement comply in all material respects with all Environmental
  Requirements applicable to the Project, including, without limitation, the use,
  maintenance and operation of the Project, and all activities and conduct of
  business related thereto, including, without limitation, the treatment, remediation,
  removal, transport, storage or disposal of any Contaminant, and no material
  capital expenditures not included in the Budget are anticipated to maintain
  or achieve compliance with Environmental Requirements;

(b)   Agent has obtained or has taken appropriate
  and timely steps, as required by Environmental Requirements, to obtain, and
  shall obtain and maintain all Environmental Approvals necessary for the construction
  and operation of the Project in compliance with all Environmental Requirements,
  or, in the case of Environmental Approvals necessary for operation, shall take
  such steps as are necessary to secure such Environmental Approvals prior to
  the time required under all Environmental Requirements, all such Environmental
  Approvals already obtained are in good standing, and Agent and the Project are
  currently in material compliance and shall remain in material compliance with
  all terms and conditions of such Environmental Approvals. No material change
  in the facts or circumstances reported or assumed in the applications for or
  the granting of such Environmental Approvals exists. There are no proceedings
  pending, or threatened, which would jeopardize the validity of or the ability
  of the Agent to obtain and comply with any such Environmental Approvals in a
  timely manner;

(c)   Agent has not received any notice that
  any of the third parties with which Agent has arranged, engaged or contracted
  to accept, treat, transport, store, dispose or remove any Contaminant generated
  or present at the Project, or which otherwise participate or have participated
  in activities or conduct related to the Project, were not properly permitted
  at the relevant time to perform the foregoing activities or conduct;

(d)   Agent has not received any notice that
  it or the Project is subject to any investigation, and neither Agent nor the
  Project is subject to any judicial or administrative proceeding, notice, order,
  judgment, decree or settlement, alleging or addressing in connection with the
  Project (i) any violation of any Environmental Requirements, (ii) any Remedial
  Action, or (iii) any Environmental Damages, claims or liabilities and costs
  arising from the Release or threatened Release of any Contaminant;

(e)   No Environmental Lien has attached to
  any portion of the Project, and Agent shall not cause or suffer any action or
  occurrence that will allow an Environmental Lien to attach to any portion of
  the Project;

(f)   Agent has not received, and does not have
  actual knowledge, after due inquiry, of any notice, claim or written communication
  from a Governmental Authority concerning (i) any alleged violation of any Environmental
  Requirements at the Project, whether or not corrected to the satisfaction of
  the appropriate authority, (ii) any alleged liability of Agent for Environmental
  Damages arising out of or related to the Project, or (iii) any alleged liability
  of Agent arising out of or related to the Project for the Release or threatened
  Release of a Contaminant at any location, and there exists no writ, injunction,
  decree, order or judgment outstanding, nor, to the actual knowledge of Agent,
  after due inquiry, any lawsuit, claim, proceeding, citation, directive, summons
  or investigation, pending or threatened, relating to the condition, ownership,
  use, maintenance or operation of the Project, or the suspected presence of Contaminants
  thereon or therefrom, nor to Agent's actual knowledge, after due inquiry, does
  there exist any basis for such lawsuit, claim, proceeding, citation, directive,
  summons or investigation being instituted or filed;

(g)   To the actual knowledge of Agent, after
  due inquiry, there has been no Release of any Contaminants which would constitute
  a violation of any Environmental Requirement with respect to the Project, result
  in Environmental Damages, or require any Remedial Action under any applicable
  Environmental Requirement, and Agent shall not cause or suffer any such Release
  during the term of this Agreement;

(h)   The Project is not listed or to the actual
  knowledge of Agent, proposed for listing on the National Priorities List ("NPL")
  pursuant to CERCLA or listed on CERCLIS or any similar state list of sites,
  and Agent is not aware of any conditions at the Project which, if known to a
  Governmental Authority, would qualify the Project for inclusion on any such
  list;

(i)   Neither Agent, nor to the actual knowledge
  of Agent, after due inquiry, any contractor engaged by Agent in connection with
  the Project has transported or arranged for the transport of any Contaminant
  from the Project to any facility or site for the purpose of treatment or disposal
  which (i) is included on the NPL, or (ii) to the actual knowledge of Agent,
  is or was, at the time of disposal, subject to a Remedial Action requirement
  (other than routine, anticipated regulatory requirements, including, but not
  limited to, closure and post-closure-related corrective action obligations applicable
  to closed solid waste management units at such facility) issued under the Federal
  Resource Conservation and Recovery Act or any state, local or foreign solid
  or hazardous waste regulatory law, or (iii) at the time of the disposal had
  received a notice of violation or was otherwise subject to a governmental enforcement
  action with respect to alleged violations of any Environmental Requirements,
  and Agent shall use reasonable efforts not to suffer or permit any such arrangement
  for treatment or disposal during the term of this Agreement;

(j)   Neither Agent nor, to the actual knowledge
  of Agent, after due inquiry, any contractor engaged by Agent in connection with
  the Project has engaged in or permitted, nor shall Agent engage in or permit,
  any operations or activities upon, or any use or occupancy of the Project or
  any portion thereof, for the purpose of or in any way involving the illegal
  or improper release, discharge, refining or dumping of any Contaminant or the
  illegal or improper handling, storage, use or disposal of any Contaminant, nor
  has Agent or to the actual knowledge of Agent, after due inquiry, any other
  Person caused any Contaminant to be deposited, released, stored, disposed, leached
  or otherwise come to be located on, under, in or about the Premises, nor to
  the actual knowledge of Agent, after due inquiry, has any Contaminant migrated
  from the Premises onto or underneath other properties which would require any
  Remedial Action under any applicable Environmental Requirement or give rise
  to any Environmental Damages;

(k)   To the actual knowledge of Agent, after
  due inquiry, there is not constructed, placed, deposited, stored, disposed nor
  located on the Project or the Premises any asbestos in any form which has become
  or threatens to become friable. Agent shall not cause or suffer the use of any
  asbestos-containing material in connection with the construction of the Project
  during the term of this Agreement;

(l)   To the actual knowledge of Agent, after
  due inquiry, there is not constructed, placed, deposited, released, stored,
  disposed, leached nor located on any of the Project any polychlorinated biphenyls
  ("PCBs") or transformers, capacitors, ballasts, or other equipment
  which contain dielectric fluid containing PCBs. Agent shall not cause or suffer
  the use of any article containing PCBs at or on the Project during the term
  of this Agreement;

(m)   Agent has no liability, and has neither
  received nor is otherwise aware of any notice, claim or other communication
  alleging liability on the part of Agent, for the violation of any Environmental
  Requirements, for Environmental Damages, or for the Release or threatened Release
  of any Contaminant in connection with the Project; and

(n)   None of the matters identified in the
  Environmental Report, individually or in the aggregate, could reasonably be
  expected to have a material adverse effect on (i) the construction, operation,
  maintenance, leasing, ownership, use, value or regulatory status of the Project,
  (ii) the ability of Agent to observe and perform its obligations under the Operative
  Documents, or any of the Construction Documents or the Project Contracts in
  a timely manner or the ability of the Guarantor to perform its obligations under
  the Guaranty in a timely manner or (iii) the rights or interests of Owner or
  Assignee under the Operative Documents, the Guaranty, or any of the Construction
  Documents or the Project Contracts.

SECTION 9.   AFFIRMATIVE
  COVENANTS

Agent hereby agrees that, so long as this Agreement remains
  in effect, Agent shall keep and perform fully each and all of the following
  covenants:

9.1.   Performance under Other Agreements.
  Agent shall duly perform and observe, in all material respects, all of the covenants,
  agreements and conditions on its part to be performed and observed under the
  Project Contracts and the Construction Documents.

9.2.   No Encroachments. The Project
  shall be constructed entirely on the Premises or the various locations of the
  Easements and shall not encroach upon or overhang any property lying outside
  of the boundaries of the Premises or the Easements (unless such encroachment
  or overhang (i) is consented to by the affected property owner, (ii) does not
  render the Project unmarketable, (iii) does not cause a reduction in the fair
  market value of the Project, and (iv) does not adversely affect the use of the
  Project or any easement or right-of-way on the land of the affected property
  owner), and when erected shall be wholly within any building restriction lines,
  however established and will not encroach upon or overhang the property of any
  other Persons lying inside or outside the boundaries of the Premises or the
  Easements unless all licenses, permits or easements therefor have been obtained
  from the Persons whose property is burdened thereby. Furthermore, the foundations
  of the Project will not encroach upon, and the balance of the improvements comprising
  the Project shall be constructed so as not to interfere with (or to encroach
  upon unless any necessary consents are obtained from the benefited Persons),
  any utility lines, wires, poles, cables, fixtures, water mains, gas mains, pipes,
  roadways, concrete vaults, pedestrian walkways, pipe stations, guys, sewers
  or other equipment lying inside the boundaries of the Premises or the Easements
  as shown on the Survey, except to the extent expressly permitted by the burdened
  easement, license or right-of-way. Upon the reasonable request of Owner, Agent
  shall furnish from time to time satisfactory evidence of compliance with the
  foregoing covenants. If any discrepancies exist between the legal description
  set forth on the Survey and the Final Survey, Owner and Agent shall cooperate
  in amending the legal descriptions in all recorded documents creating or affecting
  the Premises, including, without limitation, the Ground Lease, to reflect the
  correct as-built description.

9.3.   Insurance.

(a)   Insurance with respect to the Project.
  Agent shall procure for Owner or, if such coverage is already in place, maintain
  (or cause to be procured and/or maintained) in full force and effect at all
  times throughout the term of this Agreement (and all costs relating thereto
  (including deductibles paid by Agent thereon) shall be reimbursed by Owner by
  means of advances under this Agreement and shall be capitalized by Owner as
  an element of the Acquisition Cost of the Project, provided, that insurance
  deductibles paid by Agent may not be capitalized by Owner as an element of the
  Acquisition Cost) insurance policies with insurance companies authorized to
  do business in the Commonwealth of Pennsylvania with a Best Insurance Reports
  rating of "A-" or better, or if not rated by Best, shall be of substantially
  equivalent financial strength and creditworthiness of insurance companies that
  maintain such ratings (or such other company acceptable to Owner and Assignee),
  with such deductibles as set forth below, or if not set forth below, as are
  approved by Owner and Assignee, and with such limits and coverage provisions
  as Agent shall deem reasonable, but in no event less than the limits and coverage
  provisions set forth below:

(i)   Workers' Compensation
  and Employer's Liability Insurance. Workers' compensation and employer's
  liability insurance in accordance with and as required under the laws of the
  Commonwealth of Pennsylvania.

(ii)   Commercial General
  Liability Insurance. Liability insurance on an occurrence (or AEGIS or EIM
  claims-made form) basis against claims for personal injury (including bodily
  injury and death) and property damage. Such insurance shall provide coverage
  for products-completed operations, blanket contractual, explosion, collapse
  and underground coverage, broad form property damage, personal injury insurance,
  and sudden and accidental seepage and pollution with a $1,000,000 minimum limit
  per occurrence for combined bodily injury and property damage with a maximum
  deductible that is consistent with prudent utility business practices, but in
  no event in excess of $500,000 per occurrence.

(iii)   Automobile Liability
  Insurance. Automobile liability insurance against claims for personal injury
  (including bodily injury and death) and property damage covering all owned,
  leased non-owned and hired motor vehicles, including loading and unloading,
  with a $1,000,000 minimum limit per occurrence for combined bodily injury and
  property damage and containing appropriate no-fault insurance provisions wherever
  applicable.

(iv)   Excess Liability
  Insurance. Excess liability insurance on an occurrence (or AEGIS or EIM
  claims-made form) basis covering claims in excess of the underlying insurance
  described in the foregoing clause (ii), with a $75,000,000 minimum limit per
  occurrence with a deductible not in excess of $500,000 per occurrence; provided,
  however, in the event the available limit of liability is less than $35,000,000
  due to claims against such excess liability insurance, Agent shall purchase
  additional coverage so that the available limit of liability under such excess
  liability insurance is not less than $75,000,000.

The insurance
  required in the foregoing clause (i) with respect to Employers Liability only,
  clauses (ii), (iii) and this clause (iv) may be satisfied either by the amounts
  specified or by any combination of primary and excess insurance, so long as
  the total amount of insurance meets the requirements specified above.

(v)   All Risk Builders'
  Insurance. All Risk Builders' Risk Completed Value Non-Reporting Form Insurance
  including boiler and machinery, collapse coverage (including, but not limited
  to, earthquake, landslide, subsidence and volcanic eruption) and fire insurance
  with extended coverage, in an amount equal to not less than one hundred percent
  (100%) of the completed insurable value of the Project, and with a maximum deductible
  of $250,000 per occurrence, except that (1) during the operational testing period
  of the Project, such insurance shall be subject to a maximum deductible of $500,000
  per occurrence and (2) during the operational testing period of the gas turbine
  generators, heat recovery steam generators and related equipment, such insurance
  shall be subject to a maximum deductible of $1,000,000 per occurrence; provided,
  that if the existing insurance policy is unilaterally cancelled by the insurance
  company providing such coverage, the deductible limit shall be based on such
  lesser amount as is commercially available in the insurance industry as supported
  by a letter from the Insurance Broker.

(vi)   Environmental Impairment
  Liability Insurance. Environmental impairment liability insurance in an
  amount not less than $10,000,000 per occurrence. The parties acknowledge and
  agree that so long as Agent maintains sudden and accidental seepage and pollution
  coverage pursuant to clause (a)(ii), the requirements of this clause (a)(vi)
  shall be deemed satisfied.

(b)   Agent shall also maintain or cause to
  be maintained in full force and effect at all times insurance with respect to
  the Project as required by the terms of the EPC Contract.

(c)   Agent shall comply with the insurance
  provisions described in Section 10 of the Lease following paragraph (b) thereof,
  except that the terms "Owner", "Agent" and "this Agreement"
  shall substitute for the terms "the Lessor", "the Lessee"
  and for "this Lease", respectively, and the provisions of paragraphs
  (c)(v), (h), (i) and (n) of Section 10 of the Lease shall not be applicable
  prior to the Effective Date.

(d)   Agent covenants that it will not use,
  carry on construction with respect to, or occupy the Project or permit the use,
  construction, or occupancy of the Project at a time when the insurance required
  by paragraphs (a) and (b) of this subsection 9.3 is not in force with respect
  to the Project.

(e)   It is agreed that any insurance payments
  received as the result of the occurrence of (i) any Event of Loss, (ii) any
  partial damage or destruction of the Project, or (iii) any partial condemnation
  or taking of the Project by any Person or Governmental Authority having the
  power of eminent domain, shall be paid into and will be held in the Operating
  Account and applied in payment (or to reimburse Agent) for repairs or replacement
  in accordance with the terms of this Agreement. Agent shall be entitled, subject
  to the immediately preceding sentence, (1) to receive the amounts so deposited
  against certificates, invoices or bills reasonably satisfactory to Owner, delivered
  to Owner from time to time as such work or repair progresses, and (2) to direct
  the investment of the amounts so deposited as provided in paragraph (j) of Section
  10 of the Lease.

9.4.   Inspection of Books and Records.
  Upon reasonable notice to Agent and the General Contractor and during reasonable
  business hours, Owner and Assignee or designated representatives of either of
  them shall have the right of entry and free access to the Project and the right
  to inspect all work done, labor performed and materials furnished in and about
  the Project, subject to Agent's and the General Contractor's reasonable safety
  policies and insurance requirements, and at reasonable times and on reasonable
  notice to Agent, the right to inspect all books, contracts and records of Agent
  relating to the Project. Notwithstanding the foregoing, neither Owner nor Assignee
  shall have any duty to make any such inspection.

9.5.   Expenses. Unless capitalized or
  required to be capitalized by Owner pursuant to clause (i) of the penultimate
  sentence of this subsection 9.5, Agent shall pay upon demand all obligations,
  costs and expenses incurred by Owner with respect to any and all transactions
  contemplated herein and the preparation of any document reasonably required
  hereunder and the prosecution or defense of any action or proceeding or other
  litigation affecting Agent or the Project, including (without limiting the generality
  of the foregoing) all Financing Costs not capitalized by Owner and amounts required
  to pay or reimburse Owner for its obligations, costs and expenses arising in
  connection with the termination of any Financing Arrangement (whether as a result
  of a default thereunder or otherwise), all interest (including, without limitation,
  interest at a default rate) and other costs, fees and expenses incurred by Owner
  under any Financing Arrangement (including any such accruing after the commencement
  of a bankruptcy or similar proceeding), costs incurred in connection with obtaining,
  maintaining and terminating Owner's equity financing and refinancing (including,
  without limitation, any amounts owing by Owner to its Partners as a result of
  a sale of limited partner interests by any limited partner of Owner or a modification
  of the terms of such equity financing), title and conveyancing charges, recording
  and filing fees and taxes, title search fees, rent under the Ground Lease, mortgage
  taxes, intangible personal property taxes, escrow fees, revenue and tax stamp
  expenses, insurance premiums, brokerage commissions, finders' fees, placement
  fees, court costs, surveyors', photographers', appraisers', architects', engineers',
  industry consultants', insurance advisors', rating agencies', accountants' and
  reasonable attorneys' fees and disbursements, and will reimburse to Owner all
  expenses paid by Owner of the nature described in this subsection 9.5 which
  have been incurred by Owner with respect to any and all of the transactions
  contemplated herein. In the event Agent shall fail to pay or reimburse Owner
  within fifteen (15) Business Days after presentation of a bill and demand for
  payment therefor, Owner may pay such expenses and any proceeds so applied shall
  be deemed advances under this Agreement, and deducted from the total funds available
  to Agent under this Agreement. Notwithstanding anything to the contrary contained
  in this subsection 9.5, (i) Agent shall not be required to pay or reimburse
  Owner for any of the foregoing obligations, costs and expenses which Owner has
  capitalized and included (or is required hereunder to capitalize and include)
  as an element of the Acquisition Cost and (ii) Agent shall not be required to
  pay or reimburse Owner, and Owner shall not capitalize and include as an element
  of the Acquisition Cost, any obligations, costs and expenses (including Unrecovered
  Liabilities and Judgments) incurred by Owner as a result of a casualty, condemnation
  or force majeure event (or interest accrued with respect thereto) with respect
  to the Project or any payments for which Agent would not be obligated to indemnify
  Owner or any other Indemnified Person under the provisions of Section 12 hereof
  or Section 11 of the Lease. Expenses incurred by Owner (including, without limitation,
  Financing Costs) in financing obligations, costs and expenses shall be payable
  by Agent hereunder, if not capitalized (or required to be capitalized hereunder)
  by Owner.

9.6.   Delivery of Information.

(a)   Agent shall deliver to Owner and Assignee
  from time to time, (i) promptly, and in any event within ten (10) days
  after request, such information available to Agent with respect to Agent's operations,
  business, properties, assets, financial condition or litigation as Owner or
  Assignee shall reasonably request; (ii) promptly, and in any event within ten
  (10) days after a Responsible Officer obtains actual knowledge of any Event
  of Default, Potential Default, Event of Loss, Event of Project Termination,
  Potential Event of Project Termination or Termination Event hereunder, a certificate
  of a Responsible Officer specifying the nature and period of existence of such
  Event of Default, Potential Default, Event of Loss, Event of Project Termination,
  Potential Event of Project Termination or Termination Event, and what action,
  if any, Agent or the Guarantor has taken, is taking, or proposes to take with
  respect thereto; (iii) promptly, and in any event within ten (10) days after
  a Responsible Officer obtains actual knowledge of any material adverse change
  in the financial condition or business of Agent, or of any liabilities or obligations
  arising as a result of tortious action or Environmental Damages related to the
  Project or as a result of governmental fines or obligations (other than taxes)
  or liabilities or obligations arising as a result of Environmental Matters,
  or of any litigation of the type described in subsection 8.4 hereof, a certificate
  of a Responsible Officer describing such change, liabilities, obligations or
  litigation, as the case may be, and what action, if any, Agent has taken, is
  taking, or proposes to take with respect thereto; (iv) promptly, and in
  any event not more than ten (10) days after the end of each fiscal year of Agent,
  a certificate of a Responsible Officer stating, to the best knowledge of such
  Responsible Officer after reasonable inquiry, whether there exists on the date
  of such certificate any Event of Default, Potential Default, Event of Loss,
  Event of Project Termination, Potential Event of Project Termination, Termination
  Event, default under any Project Contract or Construction Document, and if any
  Event of Default, Potential Default, Event of Loss, Event of Project Termination,
  Potential Event of Project Termination, Termination Event, or default under
  any Project Contract or Construction Document exists, specifying the nature
  and period of existence thereof and what action, if any, Agent or the Guarantor
  has taken, is taking or proposes to take with respect thereto; and (v) promptly,
  and in any event within ten (10) days after a Responsible Officer obtains actual
  knowledge of any legal, governmental or regulatory proceeding which if adversely
  determined could reasonably be expected to have a material adverse effect on
  (a) the construction, operation, maintenance, leasing, ownership, use, value
  or regulatory status of the Project, (b) the ability of Agent to observe and
  perform its obligations under the Operative Documents, or any of the Construction
  Documents or the Project Contracts in a timely manner or the ability of the
  Guarantor to perform its obligations under the Guaranty in a timely manner or
  (c) the rights or interests of Owner or Assignee under the Operative Documents,
  the Guaranty, or any of the Construction Documents or the Project Contracts,
  a certificate of a Responsible Officer, describing each such proceeding and
  what action, if any, Agent has taken, is taking, or proposes to take with respect
  thereto.

(b)   Agent shall give notice to Owner and Assignee
  promptly upon the occurrence of:

(i)   receipt of any notice
  given pursuant to any of the Construction Documents or other Project Contracts
  that a default by Agent has occurred thereunder;

(ii)   issuance of any notice
  by Agent alleging that a default has occurred pursuant to any of the Construction
  Documents or any Project Contract;

(iii)   obtaining knowledge
  of any condition which constitutes a delay for force majeure under any Construction
  Document or any Project Contract with respect to construction or completion
  of the Project;

(iv)   the imposition of any
  Lien, other than Permitted Liens;

(v)   receipt of notices from
  any party to any Construction Document or Project Contract that (i) such party
  desires to amend, modify or waive any term of any Construction Document or Project
  Contract (including any change orders under the EPC Contract), (ii) such party
  is commencing or proposes to commence any dispute resolution procedure under
  the terms of any Construction Document or Project Contract, (iii) such party
  is terminating or has proposed to terminate any Construction Document or Project
  Contract, (iv) a default or a force majeure event has occurred under any Construction
  Document or Project Contract or any Person has alleged that a default or a force
  majeure event has occurred under any Construction Document or Project Contract,
  or (v) there are claims for damages in excess of $100,000 existing as a result
  of Agent's performance of or its failure to perform any of its obligations under
  any Construction Document or Project Contract;

(vi)   receipt of any material
  notices from the General Contractor under the EPC Contract or from Siemens Westinghouse
  Power Corporation under the Siemens Turbine Contract;

(vii)   obtaining knowledge
  of any pending or threatened litigation or proceeding affecting the Project
  in which the amount of damages requested exceeds $1,000,000 or more or in which
  injunctive or similar relief is sought; and

(viii)   obtaining actual
  knowledge of any litigation or proceeding affecting the General Contractor,
  Siemens Westinghouse Power Corporation or the Operator that could reasonably
  be expected, based upon facts actually known to Agent, to impair the ability
  of such party to perform its obligations under any of the Construction Documents
  or the Project Contracts.

Each
  notice pursuant to paragraph (b) of this subsection 9.6 shall be accompanied
  by a statement of a Responsible Officer setting forth details of the occurrence
  referred to therein and stating what action, if any, Agent proposes to take
  with respect thereto.



(c)   Agent shall promptly furnish to Owner
  and Assignee:

(i)   all material written
  communications relating to any pending or threatened investigations, claims
  or proceedings with respect to any material Governmental Action or proposing
  to amend, modify or affect any material Governmental Action then required to
  be in effect;

(ii)   written notice of the
  occurrence of any event giving rise (or that could reasonably be expected to
  give rise) to a claim under any insurance policy maintained pursuant to the
  terms of this Agreement in an amount greater than $1,000,000 together with copies
  of any document relating thereto (including copies of any such claim) in the
  possession or control of Agent;

(iii)   promptly after preparation
  thereof, any and all revisions to the Budget or the Construction Drawdown Schedule;

(iv)    promptly after obtaining
  actual knowledge thereof, written notice of the occurrence of any event giving
  rise or that could reasonably be expected to give rise to the Project failing
  to achieve Substantial Completion (as defined in the EPC Contract) under the
  EPC Contract prior to the Completion Date;

(v)   promptly upon its execution
  a copy of any Construction Document or Project Contract or replacement thereto;

(vi)   promptly upon its execution
  a copy of the LNTP, if any, and the Full Notice to Proceed (each as defined
  in the EPC Contract) delivered or to be simultaneously delivered to the General
  Contractor pursuant to Section 2.1 of the EPC Contract authorizing the commencement
  of work on the Project; and

(vii)   promptly upon its
  execution, a copy of the Replacement MOU Agreement.

9.7.   Conduct of Business and Maintenance
  of Existence. Agent shall preserve, renew and keep in full force and effect
  its legal existence (except as otherwise permitted herein), and maintain all
  rights, privileges and franchises material to the conduct of its business, and
  comply with all Legal Requirements, except any Legal Requirements, the noncompliance
  with which, individually or in the aggregate, (a) will not place either Owner
  or any Assignee in any danger of civil liability which Owner or such Assignee
  is not adequately indemnified for by Agent or subject Owner or any Assignee
  to any danger of criminal liability as a result of failure to comply therewith,
  provided that, in the case of any such danger of criminal liability, any grace
  period in which to cure such non-compliance shall not be applicable and (b)
  could not reasonably be expected to have a material adverse effect on (i) the
  construction, operation, maintenance, leasing, ownership, use, value or regulatory
  status of the Project, (ii) the ability of Agent to observe and perform its
  obligations under the Operative Documents, or any of the Construction Documents
  or the Project Contracts in a timely manner or the ability of the Guarantor
  to perform its obligations under the Guaranty in a timely manner, or (iii) the
  rights or interests of Owner or Assignee under the Operative Documents, the
  Guaranty, or any of the Construction Documents or the Project Contracts; provided,
  however, that nothing contained in this subsection 9.7 shall prevent
  Agent from consummating any merger, consolidation or sale permitted by the provisions
  of subsection 10.2 hereof.

9.8.   Legal Requirements and Insurance Requirements.
  (a) Agent shall comply or shall cause compliance with every Insurance Requirement
  and Legal Requirement (including, without limitation, Environmental Requirements)
  affecting the execution, delivery and performance of this Agreement, the Project
  Contracts and the Construction Documents and the Project; and (b) Agent will
  not do or permit any act or thing which is contrary to any Insurance Requirement
  or which is contrary to any Legal Requirement, or which might impair, other
  than in the normal use thereof, the value or usefulness of the Project, except,
  in the case of (a) and (b) of this subsection, any Legal Requirements, the noncompliance
  with which, individually or in the aggregate, (i) will not place either Owner
  or any Assignee in any danger of civil liability which Owner or such Assignee
  is not adequately indemnified for by Agent or subject Owner or any Assignee
  to any danger of criminal liability as a result of failure to comply therewith,
  provided that, in the case of any such danger of criminal liability, any grace
  period in which to cure such non-compliance shall not be applicable and (ii)
  could not reasonably be expected to have a material adverse effect on (A) the
  construction, operation, maintenance, leasing, ownership, use, value or regulatory
  status of the Project, (B) the ability of Agent to observe and perform its obligations
  under the Operative Documents, or any of the Construction Documents or the Project
  Contracts in a timely manner or the ability of the Guarantor to perform its
  obligations under the Guaranty in a timely manner or (C) the rights or interests
  of Owner or Assignee under the Operative Documents, the Guaranty, or any of
  the Construction Documents or the Project Contracts. Agent shall perform and
  observe all of the covenants set forth in subsections 8.27 and 9.16 of this
  Agreement and those sections rather than this subsection 9.8 shall apply to
  Environmental Requirements.

9.9.   Payment of Taxes. With respect
  to the Project, Agent shall make all required reports to the appropriate taxing
  authorities and shall pay and discharge during the term of this Agreement, on
  behalf of Owner, the taxes that Agent would be required to pay and discharge
  under paragraph (c) of Section 9 of the Lease (and all costs relating thereto
  shall be reimbursed by Owner by means of advances under this Agreement, and
  shall be capitalized by Owner as an element of the Acquisition Cost of the Project).
  Payment and discharge of such taxes shall be on the terms set forth in paragraph
  (c) of Section 9 of the Lease.

9.10.   Filings, Etc. Agent shall promptly
  and duly execute, deliver, file, and record, at Agent's expense, all such documents,
  statements, filings, and registrations, and take such further action as Owner
  shall from time to time reasonably request in writing in order to establish,
  perfect and maintain Owner's title to and interest in the Project and Assignee's
  interest in this Agreement or the Project as against Agent or any third party
  claiming by or through Agent in any applicable jurisdiction.

9.11.   Use of Proceeds. The proceeds
  of each advance shall be used by Agent for payment or reimbursement of costs
  specified in the applicable request for the advance and in accordance with the
  Budget.

9.12.   Compliance with Other Requirements.
  Agent shall use reasonable precautions to prevent loss or damage to the Project
  and to prevent injury to third Persons or property of third Persons, including,
  without limitation, the provision of security on and around the Project such
  that access to the Project is limited to employees of Agent, the General Contractor
  and subcontractors appointed to perform work in connection with the construction
  of the Project and to others to whom Agent elects to provide access in furtherance
  of Agent's business goals. If an Event of Loss shall occur, or the Project is
  partially damaged or destroyed by fire or any other cause, or the Project is
  subject to any partial condemnation or taking by any Person or Governmental
  Authority having the power of eminent domain, Agent shall promptly commence
  the restoration and reconstruction of the Project and Owner shall continue to
  be obligated to make advances to Agent pursuant to the terms of Section 5, 6
  and 7 of this Agreement. Agent shall cooperate fully with Owner and all insurance
  companies providing insurance pursuant to subsection 9.3 hereof in the investigation
  and defense of any claims or suits arising from the ownership or operation of
  equipment or ownership, use, or occupancy of the Project; provided that
  nothing contained in this subsection 9.12 shall be construed as imposing on
  Owner any duty to investigate or defend any such claims or suits. Agent shall
  comply and shall use its reasonable best efforts to cause all Persons operating
  equipment on, using or occupying the Project, to comply with every Insurance
  Requirement and Legal Requirement regarding acquiring, titling, registering,
  leasing, subleasing, insuring, using, occupying, operating and disposing of
  the Project, and, if applicable, the licensing of operators thereof, except
  any Legal Requirements, the noncompliance with which, individually or in the
  aggregate, (a) will not place either Owner or any Assignee in any danger of
  civil liability which Owner or such Assignee is not adequately indemnified for
  by Agent or subject Owner or any Assignee to any danger of criminal liability
  as a result of failure to comply therewith, provided that, in the case of any
  such danger of criminal liability, any grace period in which to cure such non-compliance
  shall not be applicable and (b) could not reasonably be expected to have a material
  adverse effect on (i) the construction, operation, maintenance, leasing, ownership,
  use, value or regulatory status of the Project, (ii) the ability of Agent to
  observe and perform its obligations under the Operative Documents, or any of
  the Construction Documents or the Project Contracts in a timely manner or the
  ability of the Guarantor to perform its obligations under the Guaranty in a
  timely manner, or (iii) the rights or interests of Owner or Assignee under the
  Operative Documents, the Guaranty, or any of the Construction Documents or the
  Project Contracts.

9.13.   Operation of Project. Agent shall,
  with respect to any testing of the Project at any time prior to the Effective
  Date, perform and observe, and cause the Operator to perform and observe during
  the term of this Agreement, on behalf of Owner, all of the agreements and conditions
  set forth in Sections 8 and 9 of the Lease (except that the provisions of all
  but the first two sentences of paragraph (d) of Section 8 and all of paragraphs
  (b) and (e) of Section 9 of the Lease shall not be applicable prior to the Effective
  Date) with respect to the Project (and all costs relating thereto shall be reimbursed
  by Owner by means of advances under this Agreement, and shall be capitalized
  by Owner as an element of the Acquisition Cost of the Project), except that
  this Agreement shall substitute the terms "Owner" for "the Lessor"
  and "Agent" for "the Lessee".

9.14.   Construction of Project. Agent
  agrees to cause the construction, maintenance, repair, equipping, use and operation
  of the Project in the manner and for the purpose contemplated hereby and by
  the Construction Documents and the Project Contracts. Agent shall comply in
  all material respects with all applicable Federal, state and local laws and
  regulations relating to the keeping of records for the Project.

9.15.   Technology. Agent shall maintain,
  or cause to be maintained, all Intellectual Property Rights and technology necessary
  in connection with the construction, operation and maintenance of the Project
  in accordance with the requirements of the Construction Documents and the Project
  Contracts.

9.16.   Lease Covenants. Agent shall
  perform and observe all of the agreements and conditions set forth in paragraphs
  (ii)(a), (ii)(b), (ii)(e), (ii)(f), (ii)(h), (ii)(i) and (ii)(l) of Section
  2 of the Lease as if set forth in full herein.

9.17.   Governmental Approvals. Agent
  shall (a) duly obtain, or cause to be obtained, on or prior to such date as
  the same become legally required, and (b) thereafter maintain, or cause to be
  maintained, in effect as long as legally required, all authorizations, consents,
  approvals, waivers, exemptions, variances, registrations, leases, tariffs, certifications,
  franchises, permissions, Permits and licenses of, and filings and declarations
  with, and rulings by, any Governmental Authority (including, without limitation,
  Environmental Approvals and those with respect to zoning and other land use
  laws, ordinances and regulations) necessary for the construction, ownership
  and operation of the Project in accordance with and as contemplated by the Construction
  Documents, the Project Contracts, this Agreement and the Lease.

9.18.   Certain Obligations Upon Events of
  Project Termination. Commencing upon the occurrence of any Event of Project
  Termination, Agent shall satisfy all Loss Payment Requirements and shall, upon
  the request of Owner or Assignee, exercise all commercially reasonable efforts
  (a) to provide Owner (or a designated assignee of Owner or Assignee) with all
  manuals and other documents in Agent's possession or to which Agent has access
  relating to the services to be provided by the General Contractor or the Operator
  under the Construction Documents and the Project Contracts necessary to enable
  the Project to operate on commercially reasonable terms, (b) to provide Owner
  (or a designated assignee of Owner or Assignee) with any Construction Documents
  and Project Contracts, in each case to the extent assignable and not assigned
  to Owner (or a designated assignee of Owner or Assignee) pursuant to paragraph
  (a)(i)(B) of the definition of "Loss Payment Requirements" herein,
  (c) to provide Owner (or a designated assignee of Owner or Assignee) with any
  Permits or Intellectual Property Rights, in each case to the extent assignable
  and not assigned to Owner (or a designated assignee of Owner or Assignee) pursuant
  to paragraph (b) of the definition of "Loss Payment Requirements"
  herein that are necessary to enable the Project to operate on commercially reasonable
  terms in connection with its operation as an EWG and the sale of electricity
  at wholesale, (d) to provide Owner (or a designated assignee of Owner or Assignee)
  with any other permits, licenses or other Governmental Actions (in each case
  to the extent assignable) required to enable such party to operate the Project
  on commercially reasonable terms as an EWG in connection with the sale of electricity
  at wholesale and (e) to either negotiate in good faith with Owner (or a designated
  assignee of Owner or Assignee), or locate a third party reasonably acceptable
  to Owner and Assignee who is capable of operating the Project for Owner (or
  a designated assignee of Owner or Assignee), to operate the Project for Owner
  (or such designated assignee of Owner or Assignee) for fair market value compensation
  for such services. Agent's obligations contained in this subsection 9.18 shall
  survive the expiration or other termination of this Agreement until Owner receives
  payment of (i) all amounts owing pursuant to this Agreement, (ii) all
  losses, damages, costs and expenses (including, without limitation, attorneys'
  fees and expenses, commissions, filing fees and sales or transfer taxes) sustained
  by Owner hereunder with respect to the Project, (iii) all amounts owing
  under the Financing Arrangements and (iv) any unreimbursed costs incurred
  by Owner or Assignee with respect to the Project, the Construction Documents
  or the Project Contracts after the term of this Agreement.

9.19.   Further Assurances. Agent shall
  from time to time promptly execute and deliver to Owner all such documents and
  instruments and do all such other acts and things as Owner may reasonably request
  to obtain the full benefits of this Agreement, to exercise and enforce its rights
  and remedies hereunder and to protect Owner's rights and interest in and to
  the Project. Agent shall furnish to Owner upon request the contracts, bills
  of sale, statements, receipted vouchers and other agreements and documents under
  which Owner has title to any materials, fixtures or articles of personal property
  incorporated or intended to be incorporated in or required for the operation
  of the Project. Agent shall furnish Owner and any Assignee with such documents,
  reports, certificates, affidavits and other information, in form and substance
  satisfactory to Owner and any Assignee in their reasonable judgment, as Owner
  or any Assignee may require to evidence compliance by Agent with all of the
  provisions of this Agreement.

9.20.   Payment of Insurance Premiums.
  Agent shall apply the proceeds of each advance made by Owner under Sections
  4, 5, 6 and 7 of this Agreement for payment in full of all amounts due and owing
  (if any) with respect to obtaining and maintaining all insurance policies required
  by the provisions of paragraph (a) of subsection 9.3 hereof such that all of
  the insurance required by subsection 9.3 hereof is in full force and effect
  for the entire term of this Agreement.

9.21.   Delivery of Replacement MOU Agreement.
  Agent shall deliver to Owner and Assignee on or prior to the date that is ninety
  (90) days from the date of this Agreement, a fully executed and complete copy
  of the Replacement MOU Agreement, in form and substance reasonably satisfactory
  to Owner and Assignee. For purposes of this Section 9.21, the following procedures
  shall apply. Agent shall deliver to counsel for Owner and counsel for the Note
  Purchasers (as defined in the Collateral Indenture) a proposed form of Replacement
  MOU Agreement on or prior to the date that is 45 days after the date of this
  Agreement, which proposed form shall be reviewed and commented upon by such
  counsel. On or prior to the date that is 90 days after the date of this Agreement,
  Agent shall deliver to the Owner and the Assignee, a fully executed and complete
  copy of the Replacement MOU Agreement, which Replacement MOU Agreement shall
  be reasonably satisfactory to the Owner and the Assignee in form and substance.
  Upon receipt of the Replacement MOU Agreement, the Owner shall request that
  the Assignee obtain the approval of such Replacement MOU Agreement by the Majority
  Holders in accordance with Section 4 of the Collateral Indenture.

SECTION 10.   NEGATIVE
  COVENANTS

Agent hereby agrees that, so long as this Agreement remains
  in effect, Agent shall not directly or indirectly:

10.1.   Changes in Plans. (a) Modify
  or supplement the Plans without the prior written consent of Owner and Assignee
  and (if required) of all Governmental Authorities which previously have approved
  the matters to be changed or (b) issue, direct, authorize, consent to or permit
  to be effective any change order under the EPC Contract that, in the case of
  (a) or (b) above, could reasonably be expected to have a material adverse effect
  on the construction, operation, maintenance, leasing, ownership, use, value
  or regulatory status of the Project, without the prior written consent of Owner
  and Assignee.

10.2.   Prohibition of Fundamental Changes.
  Consolidate with or merge into any other Person except as set forth in Section
  25 of the Lease, provided that the term "Owner" shall substitute for
  the term "the Lessor" and the term "Agent" shall substitute
  for the term "the Lessee".

10.3.   Assignment of Obligations. Assign
  any of its obligations hereunder to any other party.

10.4.   Project Contracts; Construction Documents.
  (a) Create, incur, assume or permit to exist any Lien (other than the Lien of
  the Pledge Agreement or any Permitted Lien) upon Agent's rights with respect
  to any Project Contract or Construction Document, or sell or assign Agent's
  interest in any Project Contract or Construction Document, other than as permitted
  pursuant to a Financing Arrangement and the Pledge Agreement, or (b) without
  the prior written consent of Owner and Assignee, terminate any Project Contract
  or Construction Document (except for the expiration of the EPC Contract in accordance
  with its terms) or amend, modify, supplement, restate, replace, grant any consent
  under, or grant or request any waiver pursuant to any Project Contract or Construction
  Document (other than change orders under the EPC Contract, in the manner and
  to the extent permitted under subsection 10.1 hereof, and any amendment, modification,
  supplement, restatement, consent or waiver which could not reasonably be expected
  to have a material adverse effect on (i) the construction, operation, maintenance,
  leasing, ownership, use, value or regulatory status of the Project, (ii) the
  ability of Agent to observe and perform its obligations under the Operative
  Documents, or any of the Construction Documents or the Project Contracts in
  a timely manner or the ability of the Guarantor to perform its obligations under
  the Guaranty in a timely manner, or (iii) the rights or interests of Owner or
  Assignee under the Operative Documents, the Guaranty, or any of the Construction
  Documents or the Project Contracts).

10.5.   Agent's Business. Construct or
  operate any generation facility that is not subject to the terms of this Agreement
  or the Lease, or enter into any business other than (a) as contemplated by the
  terms of the Construction Documents and the Project Contracts, (b) the leasing
  and financing of the Project pursuant to the Lease, the Lessee Note and the
  documents incidental thereto, (c) the constructing, operating, maintaining,
  repairing and equipping of the Project as agent of Owner pursuant to this Agreement,
  and (d) matters incidental to the performance of its obligations under clauses
  (a), (b) and (c) of this sentence. Agent will not enter into any contract other
  than those contracts (A) contemplated by this Agreement or (B) in connection
  with matters contemplated by the foregoing clauses (a), (b), (c) and (d); provided
  that (i) to the extent that such assignment is permitted by the terms and conditions
  of each applicable contract (and Agent hereby acknowledges that it shall use
  commercially reasonable efforts to secure terms and conditions permitting such
  assignment in all contracts applicable to the Project), Agent shall collaterally
  assign to Owner all of Agent's right, title and interest in such contracts pursuant
  to the Pledge Agreement, and (ii) if such contract could reasonably be
  expected to cause the Project Costs to exceed the Budget or to materially and
  adversely affect the performance of the General Contractor's obligations under
  the EPC Contract (including, without limitation, by providing a potential basis
  for a change order or a force majeure delay or similar relief thereunder), Agent
  shall be required to obtain the consent of Owner and Assignee to such contract
  prior to its execution of such contract, which consent shall not be unreasonably
  withheld.

10.6.   No Liens. Agent shall not, without
  the prior written consent of Owner, create, incur, assume or permit to exist
  any Lien upon the Project or create any Lien upon the Premises other than Permitted
  Liens.

10.7.   Unreimbursable Costs. Agent shall
  not incur or take on any obligation to pay or discharge any Unreimbursable Costs,
  or seek reimbursement from Owner pursuant to Section 5, 6 or 7 hereof of any
  Unreimbursable Costs.

SECTION 11.   EVENTS OF DEFAULT
  AND EVENTS OFPROJECT TERMINATION

11.1.   Events of Default. The occurrence
  of any of the following shall constitute an Event of Default:

(a)   Involuntary Bankruptcy, Etc. The
  entry of a decree or order for relief in respect of Agent by a court having
  jurisdiction in the premises or the appointment of a receiver, liquidator, assignee,
  custodian, trustee, sequestrator (or similar official) of Agent or of any substantial
  part of Agent's property, or ordering the winding up or liquidation of Agent's
  affairs, in an involuntary case under the Federal bankruptcy laws, as now or
  hereafter constituted, or any other applicable Federal or state bankruptcy,
  insolvency or other similar law, and such decree or order remains unstayed and
  in effect for sixty (60) consecutive days; or the commencement against Agent
  of an involuntary case under the Federal bankruptcy laws, as now or hereafter
  constituted, or any other applicableFederal or state bankruptcy, insolvency
  or other similar law, and the continuance of any such case unstayed and in effect
  for a period of sixty (60) consecutive days.

(b)   Voluntary Bankruptcy, Etc. Agent's
  insolvency (however evidenced), or Agent's admission of insolvency or bankruptcy,
  or the commencement by Agent of a voluntary case under the Federal bankruptcy
  laws, as now or hereafter constituted, or any other applicable Federal or state
  bankruptcy, insolvency or other similar law, or the consent by Agent to the
  appointment of or taking possession by a receiver, liquidator, assignee, custodian,
  trustee, sequestrator (or other similar official) of Agent or of any substantial
  part of Agent's property, or the making by Agent of an assignment for the benefit
  of creditors, or the failure of Agent generally to pay its debts as such debts
  become due, or the taking of corporate action by Agent or the Guarantor in furtherance
  of any such action.

(c)   Environmental Matters. The occurrence
  of any event or circumstance relating to Environmental Matters that (A) has
  arisen directly or indirectly from Agent's actions or failures to act or from
  any actions or failures to act on the part of any contractors or subcontractors
  of Agent and (B) has had or will have a material adverse effect on (i) the construction,
  operation, maintenance, leasing, ownership, use, value or regulatory status
  of the Project, (ii) the ability of Agent to observe and perform its obligations
  under the Operative Documents, or any of the Construction Documents or the Project
  Contracts in a timely manner or the ability of the Guarantor to perform its
  obligations under the Guaranty in a timely manner or (iii) the rights or interests
  of Owner or Assignee under the Operative Documents, the Guaranty, or any of
  the Construction Documents or the Project Contracts.

(d)   Other Events. Any of the events
  referred to in subsection 11.3 hereof shall occur as a result of any direct
  or indirect fraudulent act, illegal act, misapplication of funds or willful
  misconduct on the part of Agent or any Person directly or indirectly controlling
  Agent or under the direct or indirect control of Agent.

(e)   Other Defaults. Agent, or any Person
  under the direct or indirect control of Agent, shall, directly or indirectly,
  misapply funds relating to any advance hereunder in violation of the terms of
  this Agreement, including, without limitation, Agent's failure to comply with
  the covenant contained in subsection 9.20 hereof.

11.2.   Owner's Rights upon an Event of Default.

(a)   Upon the occurrence and continuation of
  any Event of Default, Owner may in its discretion declare this Agreement to
  be in default and do any one or more of the following (subject to the provisions
  of paragraphs (a) and (d) of Section 14 of this Agreement):

(i)   terminate this Agreement
  and/or Owner's obligations to make any further advances hereunder;

(ii)   take immediate possession
  of the Project and remove any equipment or property of Owner in the possession
  of Agent, wherever situated, and for such purpose, enter upon the Premises without
  liability to Agent for so doing;

(iii)   whether or not any
  action has been taken under clause (i) or (ii) above, sell Owner's interest
  in the Project (with or without the concurrence or request of Agent);

(iv)    hold, use, occupy,
  operate, repair, remove, lease, sublease or keep idle the Project as Owner in
  its sole discretion may determine, without any duty to mitigate damages with
  respect to any such action or inaction or with respect to any proceeds thereof;
  and

(v)   exercise any other right
  or remedy which may be available under applicable law and in general proceed
  by appropriate judicial proceedings, either at law or in equity, to enforce
  the terms hereof or to recover damages provided for in this subsection 11.2.

(b)   Suit or suits for the recovery of any
  default in the payment of any sum due hereunder or for damages may be brought
  by Owner from time to time at Owner's election, and nothing herein contained
  shall be deemed to require Owner to await the date whereon this Agreement or
  the term hereof would have expired by limitation had there been no such default
  by Agent or no such termination or cancellation.

(c)   The receipt of any payments under this
  Agreement by Owner with knowledge of any breach of this Agreement by Agent or
  of any default by Agent in the performance of any of the terms, covenants or
  conditions of this Agreement, shall not be deemed to be a waiver of any provision
  of this Agreement.

(d)   No receipt of moneys by Owner from Agent
  after the termination or cancellation hereof in any lawful manner shall reinstate,
  continue or extend this Agreement, or operate as a waiver of the right of Owner
  to recover possession of the Project by proper suit, action, proceedings or
  remedy or operate as a waiver of the right to receive any and all amounts owing
  by Agent to or on behalf of Owner hereunder; it being agreed that, after the
  service of notice to terminate or cancel this Agreement, and the expiration
  of the time therein specified, if the default has not been cured in the meantime,
  or after the commencement of any suit, action or summary proceedings or of any
  other remedy, or after a final order, warrant or judgment for the possession
  of the Project, Owner may demand, receive and collect any moneys payable hereunder,
  without in any manner affecting such notice, proceedings, suit, action, order,
  warrant or judgment. Acceptance of the keys to the Project, or any similar act,
  by Owner, or any agent or employee of Owner, during the term hereof, shall not
  be deemed to be an acceptance of a surrender of the Project unless Owner and
  Assignee shall consent thereto in writing.

(e)   After any Event of Default, Agent shall
  be liable for, and Owner may recover from Agent, (i) all of Owner's obligations,
  costs and expenses incurred in connection with its obligations under this Agreement
  and for which Owner may demand payment or reimbursement pursuant to subsection
  9.5 hereof (including any such costs and expenses arising after taking into
  account the application under the Financing Arrangements of any payments made
  under this subsection 11.2), (ii) all amounts payable pursuant to Section 12
  hereof, and (iii) all costs and expenses (including, without limitation, attorneys'
  fees and expenses incurred by Owner and Assignee in connection with the exercise
  of their remedies hereunder, filing fees and sales or transfer taxes and all
  costs and expenses related to (x) the conduct of investigations, studies,
  sampling and/or testing of the Premises and (y) the taking of any action,
  including, without limitation, any remedial measures or other corrective action
  with respect to the Premises) sustained by Owner by reason of such Event of
  Default and the exercise of Owner's remedies with respect thereto, including,
  without limitation, in the event of a sale by Owner of its interest in the Project
  pursuant to this subsection 11.2, all costs and expenses associated with such
  sale. The amounts payable in clauses (i) through (iii) above are hereinafter
  sometimes referred to as the "Accrued Default Obligations".

(f)   After an Event of Default, Owner may sell
  its interest in the Project upon any terms that Owner deems satisfactory, free
  of any rights of Agent or any Person claiming through or under Agent (including,
  without limitation, any rights hereunder or under the Lease, the Construction
  Documents or the Project Contracts). In the event of any such sale, in addition
  to the Accrued Default Obligations, Owner shall be entitled to recover from
  Agent, as liquidated damages and not as a penalty, an amount equal to the Acquisition
  Cost, minus the proceeds of such sale received by Owner. Proceeds of sale received
  by Owner in excess of the Acquisition Cost shall be applied first,
  to the Accrued Default Obligations, second, to reimburse Agent
  for all Unreimbursed Project Costs, third, to satisfy all Unrecovered
  Liabilities and Judgments, and fourth, in payment to Agent; provided,
  however, that Agent shall remain liable from proceeds received pursuant
  to clause fourth above for any Unrecovered Liabilities and Judgments that arise
  after the payment of such proceeds to Agent to the extent such Unrecovered Liabilities
  and Judgments arise from or relate to acts or omissions occurring, or circumstances
  or conditions created or existing at any time as of or prior to the expiration
  or termination of this Agreement.

(g)   In the event of a sale pursuant to this
  subsection 11.2, upon receipt by Owner of the amounts payable hereunder and
  under the Lessee Note, Owner shall transfer all of Owner's right, title and
  interest in and to the Project to a purchaser other than Agent or to Agent,
  as the case may be.

(h)   As an alternative to any such sale, or
  if Agent converts the Project after an Event of Default, or if the Project is
  lost or destroyed at the time of or during the continuance of an Event of Default,
  in addition to the Accrued Default Obligations, Owner may cause Agent to pay
  to Owner, and Agent shall pay to Owner, as liquidated damages and not as a penalty,
  an amount equal to the Acquisition Cost plus an additional amount equal to 1.75%
  of the Acquisition Cost. In the event Owner receives payment of the Acquisition
  Cost plus an additional amount equal to 1.75% of the Acquisition Cost and the
  Accrued Default Obligations, Owner shall transfer all of Owner's right, title
  and interest in and to the Project, including without limitation, the delivery
  of the documents contemplated in Section 14 below, to Agent.

(i)   In the event Owner does not receive payment
  of an amount equal to the Acquisition Cost plus an additional amount equal to
  1.75% of the Acquisition Cost, plus the Accrued Default Obligations, then, in
  addition to Owner's other rights in this subsection 11.2, Agent shall upon Owner's
  request (i) assign to Owner (or to an assignee designated by Owner or Assignee),
  at no cost, all right, title and interest of Agent in, to and under all Governmental
  Actions and Intellectual Property Rights needed for the equipping, maintenance,
  operation or use of the Project and obtained and held by Agent at that time,
  (ii) assign to Owner (or to a foreclosure purchaser designated by Owner or Assignee),
  at no cost, all right, title and interest of Agent in, to and under the Construction
  Documents and the Project Contracts, and in the event any additional consent
  of any party to a Construction Document or Project Contract is required as a
  precondition thereunder to an assignment to any other third party assignee designated
  by Owner or Assignee, use its best efforts to obtain any such required consent
  to such proposed non-foreclosure assignment and assumption of the Construction
  Documents and the Project Contracts, and (iii) assign to Owner, at no cost,
  all right, title and interest of Agent in, to and under all service agreements
  in existence at the time of such sale and transferable by Agent and easements
  available to Agent and transferable by Agent in connection with the equipping,
  maintenance, operation or use of the Project. Agent acknowledges that it would
  be difficult to ascertain the value to Owner of Agent's agreement to assign,
  transfer or have reissued to Owner such Governmental Actions and Intellectual
  Property Rights, to assign such Construction Documents and Project Contracts
  (and, if necessary, to obtain such consents to such assignment) and to assign
  to Owner such service agreements and easements or to adequately compensate Owner
  by an award of damages for Agent's failure to assign to Owner such Governmental
  Actions and Intellectual Property Rights, to assign such Construction Documents
  and Project Contracts (and, if necessary, to obtain such consents to such assignment)
  and to assign to Owner such service agreements and easements, and that therefore
  Owner would not have an adequate remedy at law for breach by Agent of its agreement
  hereunder to Owner. Accordingly, Agent acknowledges that Owner shall be entitled
  to obtain specific performance of Agent's obligation to assign to Owner such
  Governmental Actions and Intellectual Property Rights, to obtain such consents
  to such assignment, and to assign to Owner the service agreements and easements.
  In the event Agent fails to obtain any consents required in clause (ii) of the
  third preceding sentence, at the request of Owner or such purchaser, as the
  case may be, Agent shall agree to (1) at the expense of such purchaser or Owner,
  as the case may be, continue to perform under and maintain in full force and
  effect the Construction Documents and the Project Contracts and pay all sums
  received under the Construction Documents and the Project Contracts to such
  third party or Owner, as the case may be, (2) at the expense of such third party
  or Owner, as the case may be, and subject to receipt of indemnification reasonably
  acceptable to Agent, take all actions requested by such third party or Owner,
  as the case may be, with respect to such Construction Documents and Project
  Contracts (including all actions with respect to the enforcement of Agent's
  rights and remedies under such Construction Documents and Project Contracts),
  and (3) not amend, modify, supplement, waive a provision of, grant any consent
  under or terminate any such Construction Document or Project Contract without
  the prior written consent of such third party or Owner, as the case may be.

(j)   No remedy referred to in this subsection
  11.2 is intended to be exclusive, but each shall be cumulative and in addition
  to any other remedy referred to above or otherwise available to Owner at law
  or in equity, and the exercise in whole or in part by Owner of any one or more
  of such remedies shall not preclude the simultaneous or later exercise by Owner
  of any or all such other remedies. No waiver by Owner of any Event of Default
  hereunder shall in any way be, or be construed to be, a waiver of any future
  or subsequent Event of Default.

(k)   With respect to the termination of this
  Agreement as a result of an Event of Default, Agent hereby waives service or
  any notice or intention to re-enter. To the extent permitted by applicable law,
  Agent hereby waives any and all rights to recover or regain possession of the
  Project or to reinstate this Agreement as permitted or provided by or under
  any statute, law or decision now or hereafter in force and effect.

11.3.   Events of Project Termination.
  The occurrence of any one or more of the following (which does not constitute
  an Event of Default) shall constitute an Event of Project Termination:

(a)   Failure to Complete. If as of the
  close of business on the Completion Date, Substantial Completion has not occurred
  as herein provided.

(b)   Failure to Make Payments. Failure
  of Agent to pay amounts due to Owner at the time of any scheduled sale of the
  Project hereunder or upon any date of purchase or termination of the Project
  as contemplated herein under subsection 11.2, 11.4 (including, without limitation,
  failure to pay the Loss Payment when due) or Section 14 hereof, or failure of
  Agent to pay any other amount due hereunder within ten (10) days from demand
  for such payment.

(c)   Other Defaults. Agent shall default
  in the performance or observance of any other term, covenant, condition or obligation
  contained in this Agreement (other than a default arising under subsection 9.20
  hereof which is an Event of Default under paragraph (e) of subsection 11.1 of
  this Agreement) and, in the case of such default (other than a default arising
  under subsection 9.3, 9.6(a)(ii), 9.6(a)(iii), 9.7, 9.16 or 9.18 hereof, each
  of which shall not be subject to any grace period, or as otherwise provided
  in this subsection 11.3), such default shall continue for thirty (30) days after
  the earlier of the date (i) Agent becomes aware of such default or (ii) written
  notice shall have been given to Agent by Owner or Assignee specifying such default
  and requiring such default to be remedied; provided, that if such default
  is of a nature that it is not capable of being cured by the payment of money
  or cannot with due diligence be cured within such thirty (30) day period, and
  if Agent shall have diligently commenced curing such default and proceeds diligently
  and in good faith thereafter to complete curing such default, then the time
  within which such default may be cured shall be extended for such period (not
  to exceed ninety (90) days) as is necessary to cure such default.

(d)   Defaults under Construction Documents.
  Any default by Agent shall occur under any of the Construction Documents (A)
  which could reasonably be expected to have a material adverse effect on (i)
  the construction, operation, maintenance, leasing, ownership, use, value or
  regulatory status of the Project, (ii) the ability of Agent to observe and perform
  its obligations under the Operative Documents, or any of the Construction Documents
  or the Project Contracts in a timely manner or the ability of the Guarantor
  to perform its obligations under the Guaranty in a timely manner or (iii) the
  rights or interests of Owner or Assignee under the Operative Documents, the
  Guaranty, or any of the Construction Documents or the Project Contracts and
  (B) any required notice shall have been given and any applicable grace period
  shall have expired.

(e)   Negative Covenants. Agent shall
  default in the performance or observance of any agreement, covenant or condition
  contained in Section 10 hereof.

(f)   Misrepresentations. Any representation
  or warranty made by Agent in this Agreement or in any Consent or which is contained
  in any certificate furnished under or in connection with this Agreement shall
  prove to have been false, misleading or inaccurate in any material respect on
  or as of the date made or deemed made.

(g)   Declaration of Obligations. A default
  or event of default by Agent shall occur, the effect of which is that the holder
  or holders of any Indebtedness of Agent having a then outstanding principal
  balance in excess of $25,000,000, causes or declares any of such Indebtedness
  to become due prior to its stated maturity under the provisions of any agreement
  or agreements pursuant to which such Indebtedness was created.

(h)   Payment of Obligations. Agent shall
  default in any payment of principal of or interest on any Indebtedness of Agent
  having a then outstanding principal balance in excess of $25,000,000, beyond
  the period of grace, if any, under the provisions of any instrument or instruments
  or agreement or agreements pursuant to which such Indebtedness was created.

(i)   Undischarged Judgments. Final judgment
  or judgments for the payment of money in excess of $15,000,000 in the aggregate
  shall be rendered against Agent by any court of competent jurisdiction and the
  same shall remain undischarged for a period of thirty (30) days, during which
  execution of such judgment or judgments shall not be effectively stayed.

(j)   The Guaranty. (i) The Guaranty
  ceases to be in full force and effect prior to the termination thereof in accordance
  with its terms or the Guarantor asserts that the Guaranty is not in full force
  and effect, or (ii) an Event of Default (as defined in the Guaranty) shall occur
  under the Guaranty.

(k)   Guarantor Representations. Any
  representation or warranty made by the Guarantor in the Guaranty or in any certificate
  furnished under or in connection with the Guaranty or this Agreement shall prove
  to have been false, misleading or inaccurate in any material respect on or as
  of the date made or deemed made.

(l)   Event of Loss. An Event of Loss
  shall occur as a result of Agent's actions or failure to act and Agent shall
  fail to demonstrate to the reasonable satisfaction of Owner and Assignee that
  Substantial Completion of the Project will occur on or before the Completion
  Date.

(m)   The Pledge Agreement. (i) The Pledge
  Agreement ceases to be in full force and effect, (ii) Agent defaults in the
  performance of any obligation or covenant contained in the Pledge Agreement,
  any required notice of such default shall have been given, and any applicable
  grace period shall have expired, or (iii) the representation contained in the
  second and third sentences of subsection 8.20 shall at any time become untrue
  in any material respect and, in the case of clause (iii) above, such default
  shall continue for five (5) days after the earlier of the date (x) Agent becomes
  aware that such representation is untrue or (y) written notice shall have been
  given to Agent by Owner or Assignee specifying that such representation is untrue.

(n)   The Lessee Note. (i) The Lessee
  Note ceases to be in full force and effect, or (ii) Agent defaults in the due
  and punctual payment of any amount due under the Lessee Note.

(o)   Environmental Matters. The occurrence
  of any event or circumstance relating to Environmental Matters (other than any
  event or circumstance described in paragraph (c) of subsection 11.1 hereof)
  that has had or will have a material adverse effect on (i) the construction,
  operation, maintenance, leasing, ownership, use, value or regulatory status
  of the Project, (ii) the ability of Agent to observe and perform its obligations
  under the Operative Documents, or any of the Construction Documents or the Project
  Contracts in a timely manner or the ability of the Guarantor to perform its
  obligations under the Guaranty in a timely manner or (iii) the rights or interests
  of Owner or Assignee under the Operative Documents, the Guaranty, or any of
  the Construction Documents or the Project Contracts.

(p)   Termination Event. (i) A Termination
  Event shall have occurred and (ii) such Termination Event shall not be waived
  by Owner and the Majority Holders within ten (10) Business Days after a written
  request for such waiver has been made to Owner and Assignee by Agent or the
  Guarantor (the occurrence of (i) and (ii) above being a "Termination
  Event Trigger").

11.4.   Owner's Rights upon Event of Project
  Termination. (a)   Upon the occurrence and continuation of
  any Event of Project Termination, Owner may do any one or more of the following
  (subject to the provisions of paragraph (c) of Section 14 of this Agreement):

(i)   terminate this Agreement
  and/or Owner's obligations to make any further advances hereunder;

(ii)   take immediate possession
  of the Project and remove any or all other equipment or property of Owner in
  the possession of Agent, wherever situated, and for such purpose, enter upon
  the Premises without liability to Agent for so doing;

(iii)   whether or not any
  action has been taken under clause (i) or (ii) above, sell Owner's interest
  in the Project (with or without the concurrence or request of Agent);

(iv)   hold, use, occupy,
  operate, repair, remove, lease or keep idle the Project as Owner in its sole
  discretion may determine, without any duty to mitigate damages with respect
  to any such action or inaction or with respect to any proceeds thereof; and

(v)   exercise any other right
  or remedy which may be available under applicable law and in general proceed
  by appropriate judicial proceedings, either at law or in equity, to enforce
  the terms hereof or to recover damages provided for in this subsection 11.4
  hereof.

(b)   Suit or suits for the recovery of any
  failure to pay any sum due hereunder or for damages may be brought by Owner
  from time to time at Owner's election, and nothing herein contained shall be
  deemed to require Owner to await the date whereon this Agreement or the term
  hereof would have expired by limitation had there been no such Event of Project
  Termination or no such termination or cancellation.

(c)   The receipt of any payments under this
  Agreement by Owner with knowledge of any Event of Project Termination shall
  not be deemed to be a waiver of any provision of this Agreement.

(d)   No receipt of moneys by Owner from Agent
  after the termination or cancellation hereof in any lawful manner shall reinstate,
  continue or extend this Agreement, or operate as a waiver of the right of Owner
  to recover possession of the Project by proper suit, action, proceedings or
  remedy or operate as a waiver of the right to receive any and all amounts owing
  by Agent to or on behalf of Owner hereunder; it being agreed that, after the
  service of notice to terminate or cancel this Agreement, and the expiration
  of the time therein specified, if the Event of Project Termination has not been
  cured in the meantime, or after the commencement of any suit, action or summary
  proceedings or of any other remedy, or after a final order, warrant or judgment
  for the possession of the Project, Owner may demand, receive and collect any
  moneys payable hereunder, without in any manner affecting such notice, proceedings,
  suit, action, order, warrant or judgment. Acceptance of the keys to the Project,
  or any similar act, by Owner, or any agent or employee of Owner, during the
  term hereof, shall not be deemed to be an acceptance of a surrender of the Project
  unless Owner and Assignee shall consent thereto in writing.

(e)   After any Event of Project Termination,
  Agent shall be liable for, and Owner may recover from Agent, (i) an amount equal
  to 89.9% of the sum of Owner's obligations, costs and expenses that are capitalizable
  into the basis of the Project in accordance with GAAP incurred in connection
  with its obligations under this Agreement and for which such obligations, costs
  and expenses Owner may demand payment or reimbursement pursuant to subsection
  9.5 hereof (including any such costs and expenses arising after taking into
  account the application under the Financing Arrangements of any payments made
  under this subsection 11.4) and (ii) all amounts payable pursuant to Section
  12 hereof. The amounts payable in clauses (i) and (ii) above are hereinafter
  sometimes referred to as the "Accrued Project Termination Obligations".

(f)   After an Event of Project Termination,
  in addition to the Accrued Project Termination Obligations, Owner shall be entitled
  to recover from Agent and Agent shall pay to Owner upon the occurrence of such
  Event of Project Termination, as liquidated damages and not as a penalty, an
  amount equal to the Loss Payment, which Owner shall use to pay all Financing
  Costs (other than any Return on Equity Capital) and any other amounts (including,
  without limitation, any make-whole payments) due with respect to any Financing
  Arrangement.

(g)   After an Event of Project Termination,
  Agent shall be required for a period of nine (9) months (the "Marketing
  Period") to use its best efforts commencing on the date of the Event
  of Project Termination to seek on behalf of Owner bona fide arm's length bids
  for the Project at the maximum possible purchase price from prospective purchasers
  who are financially capable of purchasing the Project for cash, on an as-is,
  non-installment sale basis, without warranty by, or recourse to, Owner, but
  free of Owner Liens. Agent shall notify Owner of the amount of each such bid,
  and the name and address of the party submitting such bid. In the event Owner
  receives a bid for the Project from such a prospective purchaser during the
  Marketing Period, Owner may arrange with Agent, at Owner's sole discretion,
  for a sale to be made to such purchaser prior to the end of the Marketing Period;
  provided, that if Owner does not receive any bona fide arm's length bids
  for the Project during the Marketing Period, the value of the Project shall
  be deemed to be zero and Owner shall have no further obligation to Agent under
  this Agreement, including, without limitation, under this subsection 11.4; and
  provided, further, that if Owner receives any such bona fide arm's
  length bids during the Marketing Period, and Owner elects not to sell the Project
  during the Marketing Period, a sale of the Project shall be deemed to have occurred
  for purposes of this subsection 11.4, the sales proceeds shall be deemed to
  equal the highest amount of all such bids and Owner shall have all the obligations
  with respect to such sales proceeds that are described in this subsection 11.4
  as if such a sale had occurred. Upon the expiration of the Marketing Period,
  Owner may sell its interest in the Project upon any terms that Owner deems satisfactory,
  free of any rights of Agent or any Person claiming through or under Agent (including,
  without limitation, any rights hereunder or under the Lease, the Construction
  Documents or the Project Contracts).

(h)   In the event of a sale (or deemed sale)
  pursuant to paragraph (g) above, upon receipt by Owner of the amounts payable
  hereunder and under the Lessee Note, Owner shall transfer all of Owner's right,
  title and interest in and to the Project to a purchaser other than Agent or
  to Agent, as the case may be, and the sales proceeds (or cash equal to the deemed
  sales proceeds) from any such sale (or deemed sale) in excess of the sum of
  the Accrued Project Termination Obligations and the Unrecovered Termination
  Costs shall be disbursed by Owner on the earlier to occur of (i) the date of
  an actual sale pursuant to paragraph (g) above or (ii) at the end of the Marketing
  Period, as follows:

first, to pay all transfer taxes, transfer gains
  taxes, mortgage recording taxes, recording and filing fees, and all other similar
  taxes, fees, expenses and closing costs (including reasonable attorney fees)
  in connection with the conveyance of the Project to the purchaser;

second, to the extent any amounts remain outstanding
  after application of the Loss Payment pursuant to paragraph (f) above, to pay
  any Financing Costs (other than any Return on Equity Capital) and any other
  amounts (including, without limitation, any make-whole payments) due with respect
  to any Financing Arrangement;

third, to pay all amounts due to Merrill Leasing
  under the Reimbursement Agreement;

fourth, to reimburse any construction contractors
  and all other general creditors for all amounts due and owing to such construction
  contractors or such general creditors and not paid by Owner in connection with
  the acquisition and construction of the Project, provided such construction
  contractors or such general creditors deliver evidence reasonably satisfactory
  to Owner of such amounts; and

fifth, to reimburse Owner and the equity investors
  in Owner for all Return on Equity Capital, unpaid distributions and accrued
  dividends due and owing Owner and such equity investors and all fees due and
  owing to Owner's general partner under its partnership agreement.

The balance of such excess sales proceeds received by Owner
  from the sale of the Project shall be disbursed by Owner in the following order:
  (1) to Agent in an amount not to exceed the Loss Payment, (2) to reimburse all
  parties that have incurred Unrecovered Liabilities and Judgments, and (3) to
  Agent in an amount equal to all remaining proceeds;provided,
  that any amounts received by Agent pursuant to this clause (3) shall be owed
  by Agent to any Indemnified Person for any Unrecovered Liabilities and Judgments
  that arise after the payment of such excess proceeds to the extent such Unrecovered
  Liabilities and Judgments arise from or relate to acts or omissions occurring,
  or circumstances or conditions created or existing, at any time as of or prior
  to the expiration or termination of this Agreement.

(i)   If (i) the Project is converted, lost
  or destroyed by Agent after an Event of Project Termination as a result of any
  direct or indirect fraudulent act, illegal act, misapplication of funds or willful
  misconduct on the part of Agent or any Person under the direct or indirect control
  of Agent, or (ii) Agent shall fail to comply with the provisions of subsection
  9.18 hereof or shall fail to satisfy each of the Loss Payment Requirements after
  an Event of Project Termination, in addition to the Accrued Project Termination
  Obligations, Owner may cause Agent to pay to Owner, and Agent shall pay to Owner,
  as liquidated damages and not as a penalty, an amount equal to the Acquisition
  Cost (net of any Loss Payment previously paid hereunder), plus an additional
  amount equal to 1.75% of the Acquisition Cost.

(j)   In the event Owner receives payment of
  the Acquisition Cost plus an additional amount equal to 1.75% of the Acquisition
  Cost, the Accrued Project Termination Obligations and all amounts described
  in clause (B) and (C) of the definition of Unrecovered Termination Costs, Owner
  shall transfer all of Owner's right, title and interest in and to the Project,
  including, without limitation, the delivery of the documents contemplated in
  Section 14 below, to Agent.

(k)   In the event Owner does not receive payment
  of an amount equal to the Acquisition Cost plus an additional amount equal to
  1.75% of the Acquisition Cost, and the Accrued Project Termination Obligations
  and all amounts described in clause (B) and (C) of the definition of Unrecovered
  Termination Costs, then, in addition to Owner's other rights in this subsection
  11.4, Agent shall upon Owner's request (i) assign to Owner (or to an assignee
  designated by Owner or Assignee), at no cost to Owner, Assignee or their respective
  designees, all right, title and interest of Agent in, to and under all Governmental
  Actions and Intellectual Property Rights (in each case to the extent assignable)
  needed for the equipping, maintenance, operation or use of the Project and obtained
  and held by Agent at that time, (ii) assign to Owner (or to a foreclosure purchaser
  designated by Owner or Assignee), at no cost to Owner, Assignee or their respective
  designees, all right, title and interest of Agent in, to and under the Construction
  Documents and the Project Contracts (in each case to the extent assignable),
  and in the event any additional consent of any party to a Construction Document
  or a Project Contract is required as a precondition thereunder to an assignment
  to any other third party assignee designated by Owner or Assignee, and use its
  best efforts to obtain any such required consent to such proposed non-foreclosure
  assignment and assumption of the Construction Documents and the Project Contracts,
  and (iii) assign to Owner (to the extent assignable), at no cost to Owner, Assignee
  or their respective designees, all right, title and interest of Agent in, to
  and under all service agreements in existence at the time of such sale and easements
  available to Agent in connection with the equipping, maintenance, operation
  or use of the Project. Agent acknowledges that it would be difficult to ascertain
  the value to Owner of Agent's agreement to assign, transfer or have reissued
  to Owner such Governmental Actions and Intellectual Property Rights, to assign
  such Construction Documents and Project Contracts (and, if necessary, to obtain
  such consents to such assignment) and to assign to Owner such service agreements
  and easements or to adequately compensate Owner by an award of damages for Agent's
  failure to assign to Owner such Governmental Actions and Intellectual Property
  Rights, to assign such Construction Documents and Project Contracts (and, if
  necessary, to obtain such consents to such assignment) and to assign to Owner
  such service agreements and easements, and that therefore Owner would not have
  an adequate remedy at law for breach by Agent of its agreement hereunder to
  Owner. Accordingly, Agent acknowledges that Owner shall be entitled to obtain
  specific performance of Agent's obligation to assign to Owner such Governmental
  Actions and Intellectual Property Rights, to obtain such consents to such assignment,
  and to assign to Owner the service agreements and easements. In the event Agent
  fails to obtain any consents required in clause (ii) of the third preceding
  sentence, at the request of Owner or such purchaser, as the case may be, Agent
  shall agree to (A) at the expense of such purchaser or Owner, as the case may
  be, continue to perform under and maintain in full force and effect the Construction
  Documents and the Project Contracts and pay all sums received under the Construction
  Documents and the Project Contracts to such third party or Owner, as the case
  may be, (B) at the expense of such third party or Owner, as the case may be,
  and subject to receipt of indemnification reasonably acceptable to Agent, take
  all actions requested by such third party or Owner, as the case may be, with
  respect to such Construction Documents and Project Contracts (including all
  actions with respect to the enforcement of Agent's rights and remedies under
  such Construction Documents and Project Contracts), and (C) not amend, modify,
  supplement, waive a provision of, grant any consent under or terminate any such
  Construction Documents and Project Contracts, without the prior written consent
  of such third party or Owner, as the case may be.

(l)   No remedy referred to in this subsection
  11.4 is intended to be exclusive, but each shall be cumulative and in addition
  to any other right referred to above or otherwise available to Owner at law
  or in equity, and the exercise in whole or in part by Owner of any one or more
  of such rights shall not preclude the simultaneous or later exercise by Owner
  of any or all such other rights. No waiver by Owner of any Event of Project
  Termination hereunder shall in any way be, or be construed to be, a waiver of
  any future or subsequent Event of Project Termination.

(m)   With respect to the termination of this
  Agreement as a result of an Event of Project Termination, to the extent permitted
  by applicable law, Agent hereby waives any and all rights to recover or regain
  possession of the Project or to reinstate this Agreement as permitted or provided
  by or under any statute, law or decision now or hereafter in force and effect.

SECTION 12.   INDEMNITIES

(a)   Except as otherwise provided in paragraph
  (f) of this Section 12, Agent shall indemnify, defend, protect and hold harmless
  Owner and each successor or successors (each of the foregoing an "Indemnified
  Person") from and against any and all liabilities (including, without
  limitation, Environmental Damages and strict liability in tort), taxes, losses,
  obligations, claims (including, without limitation, Environmental Damages and
  strict liability in tort), damages, penalties, causes of action, suits, costs
  and expenses (including, without limitation, reasonable attorneys', experts',
  consultants' and accountants' fees and expenses) or judgments of any nature
  relating to or in any way arising out of:

(i)   the ordering, delivery,
  acquisition, purchase agreement for the acquisition, construction, title on
  acquisition, rejection, installation, possession, titling, retitling, registration,
  re-registration, custody by Agent of title and registration documents, use,
  non-use, misuse, financing, lease, sublease, lease under the Ground Lease, security
  interest in, operation, transportation, securing, repair, control, leasehold
  interest in the Premises or disposition of the Project or any portion thereof;

(i)   the Construction Documents,
  the Project Contracts or the Easements;

(ii)   any of the claims,
  liabilities, demands, fees, taxes, violations of contract, or any other matter
  or situation described in or contemplated by the indemnification provisions
  of subparagraphs (a) and (b) of Section 11 of the Lease, except that this Agreement
  shall substitute the terms "Owner" for "the Lessor", "Agent"
  for "the Lessee, and "this Agreement" for "this Lease",
  as the context shall require and the term "Acquisition Cost" for purposes
  of this Section 12 shall mean Acquisition Cost as defined in this Agreement;

(iii)   any breach of a representation,
  warranty or covenant made herein by Agent or which is contained in any certificate
  furnished by or on behalf of Agent under or in connection with this Agreement;
  and

(iv)   any default in the
  performance or observance of any term, covenant, condition or obligation imposed
  upon Agent which is contained in this Agreement or any failure to comply with
  any term, covenant, condition or obligation imposed upon Agent which is contained
  in the Ground Lease, the Construction Documents, or any other Project Contract;

provided, that Agent shall only have
  to indemnify such Indemnified Person for the matters described in this paragraph
  (a) to the extent caused directly or indirectly by, or resulting directly or
  indirectly from, Agent's actions or failure to act while in possession or control
  of the Premises or the Project. Agent and Owner hereby acknowledge and agree
  that, (A) as used in this Section 12, "Agent's actions or failure to act
  while in possession or control of the Premises or the Project" include
  any action or failure to act on the part of any contractors or subcontractors
  of Agent or any other Person permitted by Agent to enter upon the Premises,
  provided that, for purposes of this Section 12, Agent shall be deemed to be
  in possession and control of the Premises and Project as long as this Agreement
  is in effect, (B) Agent shall not be required to indemnify Owner under this
  Section 12 for Agent's failure to complete construction of the Project by the
  Completion Date (including any amount which could be considered to be or result
  from a failure to complete construction of the Project by the Completion Date,
  as determined by an independent arbiter or court of law), and (C) Agent shall
  not be required to indemnify Owner under this Section 12 to the extent that
  such amount would be excluded from Agent's indemnity under paragraph (b) of
  Section 11 of the Lease.

(b)   Without in any way limiting the generality
  of the foregoing paragraph (a), it is agreed that Agent shall also indemnify
  and hold harmless Owner and any successor or successors from and against all
  Environmental Damages of any nature relating to or in any way arising out of
  noncompliance with any applicable Environmental Requirements by Agent or otherwise
  with respect to the Premises or the Project, notwithstanding the fact that such
  noncompliance may be disclosed in the Environmental Report or on Schedule 8.27
  hereto.

(c)   In addition to Agent's obligations set
  forth in the foregoing paragraph (b), Agent shall indemnify, defend, protect
  and hold harmless Owner, each general and limited partner of Owner, Merrill,
  Merrill Lynch, Merrill Leasing, each Assignee and their respective assigns and
  successors and each Affiliate thereof, and their respective officers, directors,
  incorporators, shareholders, partners, employees, agents and servants from and
  against any and all Environmental Damages relating to or in any way arising
  out of the Project arising from or relating to acts or omissions occurring,
  or circumstances or conditions created or existing, at any time as of or prior
  to August 11, 2000.

(d)   The indemnification required under this
  Section 12 shall be upon the terms provided in the paragraphs of Section 11
  of the Lease following paragraph (b) thereof, except that (w) this Agreement
  shall substitute the terms in the same manner as described in subparagraph (a)(iii)
  above, (x) all references to "Indemnified Person" in the Lease shall
  mean any Person entitled to indemnity under this Section 12, (y) all references
  to "on or after the Effective Date" in the Lease shall mean "on
  or after the date of this Agreement", and (z) there shall be no duplication
  with respect to the indemnities provided hereunder and thereunder.

(e)   The indemnities contained in this Section
  12 shall survive and not be affected by any expiration or termination of this
  Agreement.

(f)   Any indemnity claim under this Section
  12 shall be construed as an indemnity only and shall not be (1) construed as a
  guaranty of the residual value of the Project beyond the Loss Payment or (2) the
  basis for the recovery of the Acquisition Cost or any of Owner's unpaid principal,
  interest, distributions or return of capital, as applicable, to any of Owner's
  lenders or equity investors.

SECTION 13.   LEASEHOLD
  INTEREST

(a)   The provisions of paragraphs (a) and (b)
  of Section 28 of the Lease shall govern the Ground Lease hereunder, except this
  Agreement shall substitute the terms "Owner" for "the Lessor"
  and "Agent" for "the Lessee" and "Section 13"
  for "Section 28".

SECTION 14.   PURCHASE
  OF THE PROJECT

(a)   Notwithstanding anything to the contrary
  contained in this Agreement, but subject to the terms and conditions of this
  Section 14, (i) at any time during the term of this Agreement, Agent (or the
  Guarantor as its designee) shall have the right, upon thirty (30) days' written
  notice to Owner, to purchase the Project at a price equal to the Acquisition
  Cost and (ii) during the continuance of an Event of Default or Event of Project
  Termination and upon the written request of Agent, which must be received by
  Owner not later than the later of (A) thirty (30) days following the occurrence
  of such Event of Default or Event of Project Termination, as the case may be,
  and (B) the date Owner or Assignee has delivered a notice to Agent that it has
  identified a proposed purchaser for the Project, Agent (or the Guarantor as
  its designee) shall have the right, not later than thirty (30) Business Days
  after Owner's timely receipt of such request, to purchase the Project at a price
  equal to its Acquisition Cost; provided, however, that if negotiations
  between Owner and the purchaser identified by Owner terminate and Owner has
  not identified another proposed purchaser, Agent (or the Guarantor as its designee)
  may thereafter exercise its purchase option under this paragraph (a) until such
  time as Owner or Assignee delivers a notice to Agent that it has identified
  a new proposed purchaser for the Project; provided further, however,
  that the purchase option contained in this paragraph (a) shall only be available
  to Agent if (x) in the reasonable judgment of counsel to Owner and Assignee,
  the purchase price and all other amounts paid by Agent will not in the circumstances
  in which such payment is made constitute a preferential payment or a voidable
  transfer or otherwise be subject to recapture pursuant to the provisions of
  the Federal Bankruptcy Code in a bankruptcy proceeding by or against Agent and
  will not otherwise result in the payment being subject to recapture from Owner
  or (y) the Guarantor has provided a guaranty of the payment of such purchase
  price and all other amounts required to be paid by Agent hereunder, which guaranty
  shall be in form and substance substantially similar to the Guaranty.

(b)   In connection with, and as a condition
  to, the purchase of the Project pursuant to this Section 14, on the date upon
  which such purchase occurs, (1) Agent shall pay to Owner an amount equal to
  the Acquisition Cost, plus all other amounts payable by Agent under this Agreement,
  including, without limitation, (i) all Accrued Default Obligations in the case
  of an Event of Default, or Accrued Project Termination Obligations in the case
  of an Event of Project Termination (in each case, after taking into account
  the application under the Financing Arrangements of such purchase price and
  other payments made hereunder), (ii) an amount equal to 1.75% of the Acquisition
  Cost in the case of (x) an Event of Default or (y) the events described in paragraph
  (i) of subsection 11.4 hereof, or an amount equal to all Unrecovered Liabilities
  and Judgments in the case of an Event of Project Termination (other than the
  events described in clause (y) above) and in all other cases, (iii) all amounts
  described in clause (C) of the definition of Unrecovered Termination Costs,
  and (iv) all transfer taxes, transfer gains taxes, mortgage recording taxes,
  if any, recording and filing fees and all other similar taxes, fees, expenses
  and closing costs (including reasonable attorney's fees) in connection with
  the conveyance of the Project to Agent and all other amounts owing hereunder
  as of the date of such purchase, and (2) when Owner transfers title, such transfer
  shall be of all of Owner's right, title and interest in and to the Project,
  but on an as-is, non-installment sale basis, without warranty by, or recourse
  to, Owner (but free of Owner Liens) and in accordance with the applicable provisions
  of this Section 14.

(c)   In addition to the Acquisition Cost plus
  all other amounts payable pursuant to paragraph (b) above, Agent shall pay at
  the time of purchase all other amounts payable by Agent under this Agreement,
  including, without limitation, all of Owner's obligations, costs and expenses
  incurred in connection with its obligations under this Agreement for which Owner
  may demand payment or reimbursement pursuant to subsection 9.5 hereof (including
  any such costs and expenses arising after taking into account the application
  under the Financing Arrangements of the purchase price and other payments made
  hereunder), all amounts payable pursuant to Section 12 hereof and all costs
  and expenses (including, without limitation, attorneys' fees and expenses, commissions,
  filing fees, sales or transfer taxes, transfer gains taxes, mortgage recording
  tax, if any, recording and filing fees and all other similar taxes, fees, expenses
  and closing costs) sustained by Owner by reason of such purchase or in connection
  with the conveyance of the Project to Agent and all other amounts owing hereunder
  after taking into account such purchase, and (ii) upon receipt of such amounts,
  Owner shall deliver to Agent a bill of sale and deed conveying to Agent all
  of Owner's interest in the Premises and the Project and, if applicable, any
  Construction Document or Project Contract and, to the extent transferable, any
  title insurance policies issued to Owner, along with an assignment or termination
  of the Ground Lease and when Owner transfers title, such transfer shall be on
  an as-is, non-installment sale basis, without warranty by, or recourse to, Owner,
  but free of Owner Liens.

(d)   So long as (i) no Event of Default or
  Event of Project Termination has occurred and is continuing (other than any
  Event of Default or Event of Project Termination that constitutes either a Third-Party
  Project Event or a Termination Event), and (ii) Agent has delivered to Owner
  and Assignee, within the time period required by paragraph (a) of this Section
  14, a certificate from a Responsible Officer stating that either (A) Agent is
  exercising its purchase option described in this Section 14 to effect the sale
  of the Project in an arm's-length transaction to a third party purchaser that
  is not an Affiliate of Agent, (B) a Third-Party Project Event has occurred and
  is continuing, or (C) a Termination Event Trigger has occurred, then if the
  Guarantor (as Agent's designee) elects to purchase the Project pursuant hereto,
  the Guarantor has the option to assume the payment obligations of Owner with
  respect to any Financing Arrangement pursuant to the terms and conditions of
  such Financing Arrangement, in which case the cash portion of the purchase price
  to be paid by the Guarantor pursuant to paragraphs (b) and (c) of this Section
  14 shall be reduced by an amount equal to the principal outstanding under such
  Financing Arrangement. In that event, Owner and Assignee shall execute and deliver
  documentation permitting the Guarantor to assume Owner's obligations under the
  Financing Arrangement, and to release Owner from all obligations in respect
  of the Financing Arrangement, this Agreement, the Lease, and all related documents,
  and Owner and Assignee shall take all such other actions (at Agent's cost and
  expense) as are reasonably necessary to permit such assumption by the Guarantor.

SECTION 15.   INTENTIONALLY
  DELETED

SECTION 16.   PERMITTED
  CONTESTS

(a)   Agent shall not be required, nor shall
  Owner have the right, to pay, discharge or remove any tax, assessment, levy,
  fee, rent, charge or Lien, or to comply or cause the Project to comply with
  any Legal Requirement applicable to the Project or the occupancy, use or operation
  thereof, so long as no Potential Default or Potential Event of Project Termination
  (unless such Potential Default or Potential Event of Project Termination is
  reasonably capable of being cured within the applicable grace period and could
  not reasonably be expected to have a material adverse effect on (1) the construction,
  operation, maintenance, leasing, ownership, use, value or regulatory status
  of the Project, (2) the ability of Agent to observe and perform its obligations
  under the Operative Documents, or any of the Construction Documents or the Project
  Contracts in a timely manner or the ability of the Guarantor to perform its
  obligations under the Guaranty in a timely manner or (3) the rights or interests
  of Owner or Assignee under the Operative Documents, the Guaranty, or any of
  the Construction Documents or the Project Contracts) and no Event of Default,
  Event of Project Termination, Event of Loss or Termination Event exists under
  this Agreement, and, in the reasonable judgment of Agent's counsel, Agent shall
  have reasonable grounds to contest the existence, amount, applicability or validity
  thereof by appropriate proceedings, which proceedings (i) shall not involve
  any danger that the Project or any portion thereof would be subject to sale,
  forfeiture or loss, as a result of failure to comply therewith, (ii) shall not
  affect the payment of any sums due and payable hereunder, (iii) will not place
  either Owner or any Assignee in any danger of civil liability for which it is
  not adequately indemnified hereunder or subject Owner or any Assignee to any
  danger of criminal liability, (iv) if involving taxes, shall suspend the collection
  of the taxes (unless Agent has provided a bond for the full amount in dispute),
  and (v) shall not be prohibited by the provisions of any other instrument to
  which Agent or the Project is subject and shall not constitute a default thereunder
  (the "Permitted Contest"). Agent shall conduct all Permitted
  Contests in good faith and with due diligence and shall promptly after the final
  determination (including appeals) of any Permitted Contest (or, if earlier,
  upon any of the above criteria no longer being satisfied) pay and discharge
  all amounts which shall be determined to be payable therein. Owner shall, at
  no expense to Owner, cooperate in good faith with Agent with respect to all
  Permitted Contests conducted by Agent pursuant to this Section 16.

(b)   At least ten (10) Business Days prior
  to the commencement of any Permitted Contest, Agent shall notify Owner and Assignee
  in writing of any such proceeding in which the amount in contest exceeds $1,000,000,
  and shall describe such proceeding in reasonable detail.

SECTION 17.   SALE
  OR ASSIGNMENT BY OWNER

(a)   Owner shall have the right to obtain debt
  and equity financing for the acquisition and ownership of the Project by selling
  or assigning its right, title and interest in any or all amounts due from Agent
  or any third Person under this Agreement and granting a security interest in
  this Agreement and the Project to the Collateral Trustee or a lender or lenders
  under a Financing Arrangement, notice of the identity of which has been given
  to Agent; provided that any sale or assignment by Owner shall be made
  consistent with the terms of this Agreement and shall be subject to the rights
  and interests of Agent under this Agreement and the Lease.

(b)   Any Assignee shall, except as otherwise
  agreed by Owner and such Assignee, have all the rights, powers, privileges and
  remedies of Owner hereunder, and Agent's obligations as between itself and such
  Assignee hereunder shall not be subject to any claims or defense that Agent
  may have against Owner. Upon written notice to Agent of any such assignment,
  Agent shall thereafter make payments of any and all sums due hereunder to Assignee,
  to the extent specified in such notice, and such payments shall discharge the
  obligation of Agent to Owner hereunder to the extent of such payments. Anything
  contained herein to the contrary notwithstanding, no Assignee shall be obligated
  to perform any duty, covenant or condition required to be performed by Owner
  hereunder, and any such duty, covenant or condition shall be and remain the
  sole obligation of Owner, unless and until any Assignee has taken possession
  of the Premises or the Project or otherwise foreclosed upon Owner's interest
  therein or accepted a conveyance in lieu of foreclosure of the Premises or the
  Project pursuant to a Financing Arrangement.

SECTION 18.   GENERAL
  CONDITIONS

The following conditions shall be applicable throughout the
  term of this

Agreement:

18.1.   Survival. Except as otherwise
  provided in the Lease, all agreements, representations, warranties and covenants
  hereunder shall expire on the Effective Date, provided that (a) any obligations
  under this Agreement accrued at the time of or related to periods prior to the
  Effective Date (including, without limitation, all indemnities contained in
  Section 12 hereof and any obligation to pay Unrecovered Liabilities and Judgments)
  shall continue in full force and effect after the Effective Date, (b) any obligation
  under this Agreement which is expressly provided to be performed after or to
  survive the Effective Date shall continue in full force and effect after the
  Effective Date and (c)  if any Event of Default or Event of Project Termination
  occurs after the Effective Date, the provisions of subsections 11.2 and 11.4
  of this Agreement shall not be applicable and Owner and Agent shall be subject
  to the rights and remedies under the Lease.

18.2.   No Waivers. No advance hereunder
  shall constitute a waiver of any of the conditions of Owner's obligation to
  make further advances nor, in the event Agent is unable to satisfy any such
  condition, shall any waiver of such condition have the effect of precluding
  Owner from thereafter declaring such inability to be an Event of Default or
  Event of Project Termination as herein provided. Any advance made by Owner and
  any sums expended by Owner pursuant to this Agreement shall be deemed to have
  been made pursuant to this Agreement, notwithstanding the existence of an uncured
  Event of Default or Event of Project Termination. No advance shall constitute
  a waiver of the right of Owner to require compliance with the covenant contained
  in subsection 10.1 hereof with respect to any such defects or material departures
  from any Plans not theretofore approved by Owner and Assignee. No advance at
  a time when an Event of Default or Event of Project Termination exists shall
  constitute a waiver of any right or remedy of Owner existing by reason of such
  Event of Default or Event of Project Termination, including, without limitation,
  the right to refuse to make further advances.

18.3.   Advances; Approvals. All conditions
  of the obligation of Owner to make advances hereunder are imposed solely and
  exclusively for the benefit of Owner and Assignee and their assigns, and no
  other Person shall have standing to require satisfaction of such conditions
  in accordance with their terms or be entitled to assume that Owner will refuse
  to make advances in the absence of strict compliance with any or all thereof
  and no other Person shall, under any circumstances, be deemed to be a beneficiary
  of such conditions, any or all of which may be freely waived in whole or in
  part by Owner, with the consent of Assignee and subject to the terms and conditions
  of any Financing Arrangements, at any time if in its sole discretion it deems
  it advisable to do so. Inspections and approvals of any Plans and the Project
  and the workmanship and materials used therein impose no responsibility or liability
  of any nature whatsoever on Owner or Assignee, and no Person shall, under any
  circumstances, be entitled to rely upon such inspections and approvals by Owner
  or Assignee for any reason.

18.4.   No Offsets, Etc. The obligations
  of Agent to pay all amounts payable by Agent pursuant to this Agreement (including
  specifically and without limitation amounts payable under Section 12 hereof)
  and to purchase the Project when required hereunder shall be absolute and unconditional
  under any and all circumstances of any character, and such amounts shall be
  paid without notice, demand, defense, set-off, deduction or counterclaim and
  without abatement, suspension, deferment, diminution or reduction of any kind
  whatsoever, except as herein expressly otherwise provided. The obligation of
  Agent to lease or sublease and pay Basic Rent and Additional Rent and any other
  amounts due under the Lease for the Project commencing upon the Effective Date
  is without any warranty or representation, express or implied, as to any matter
  whatsoever on the part of Owner or Assignee or any Affiliate of either, or anyone
  acting on behalf of any of them.

AGENT HAS SELECTED THE PROJECT ON THE BASIS OF ITS OWN JUDGMENT.
  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, UPON A TRANSFER OF OWNER'S INTEREST
  IN THE PROJECT TO AGENT, NEITHER OWNER NOR ANY ASSIGNEE NOR ANY AFFILIATE OF
  EITHER, NOR ANYONE ACTING ON BEHALF OF ANY OF THEM, MAKES ANY REPRESENTATION
  OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
  AS TO THE SAFETY, TITLE, CONDITION, QUALITY, QUANTITY, FITNESS FOR USE, MERCHANTABILITY,
  CONFORMITY TO SPECIFICATION, OR ANY OTHER CHARACTERISTIC, OF THE PROJECT, OR
  AS TO WHETHER THE PROJECT, OR THE OWNERSHIP, USE, OCCUPANCY OR POSSESSION THEREOF
  COMPLIES WITH ANY LAWS, RULES, REGULATIONS OR REQUIREMENTS OF ANY KIND.

AS BETWEEN OWNER AND AGENT, ANY ASSIGNEE OR ANY INDEMNIFIED
  PERSON, AGENT ASSUMES ALL RISKS AND WAIVES ANY AND ALL DEFENSES, SET-OFFS, RECOUPMENTS,
  ABATEMENTS, DEDUCTIONS, COUNTERCLAIMS (OR OTHER RIGHTS), EXISTING OR FUTURE,
  AS TO AGENT'S OBLIGATION TO PAY ALL AMOUNTS PAYABLE HEREUNDER, INCLUDING, WITHOUT
  LIMITATION, ANY RELATING TO:

(A) THE SAFETY, TITLE, CONDITION, QUALITY, QUANTITY, FITNESS
  FOR USE, MERCHANTABILITY, CONFORMITY TO SPECIFICATION, OR ANY OTHER QUALITY
  OR CHARACTERISTIC OF THE PROJECT, LATENT OR NOT;

(B)   ANY SET-OFF, COUNTERCLAIM, RECOUPMENT,
  ABATEMENT, DEFENSE OR OTHER RIGHT WHICH AGENT MAY HAVE AGAINST OWNER, ANY ASSIGNEE
  OR ANY INDEMNIFIED PERSON FOR ANY REASON WHATSOEVER ARISING OUT OF THIS OR ANY
  OTHER TRANSACTION OR MATTER;

(C) ANY DEFECT IN TITLE OR OWNERSHIP OF THE PROJECT OR ANY
  TITLE ENCUMBRANCE NOW OR HEREAFTER EXISTING WITH RESPECT TO THE PROJECT;

(D) ANY FAILURE OR DELAY IN DELIVERY OR ANY LOSS, THEFT OR
  DESTRUCTION OF, OR DAMAGE TO THE PROJECT IN WHOLE OR IN PART, OR CESSATION OF
  THE USE OR POSSESSION OF THE PROJECT BY AGENT FOR ANY REASON WHATSOEVER AND
  OF WHATEVER DURATION, OR ANY CONDEMNATION, CONFISCATION, REQUISITION, SEIZURE,
  PURCHASE, TAKING OR FORFEITURE OF THE PROJECT, IN WHOLE OR IN PART;

(E) ANY INABILITY OR ILLEGALITY WITH RESPECT TO THE USE, OWNERSHIP,
  OCCUPANCY OR POSSESSION OF THE PROJECT BY AGENT;

(F) ANY INSOLVENCY, BANKRUPTCY, REORGANIZATION OR SIMILAR PROCEEDING
  BY OR AGAINST AGENT OR OWNER OR ANY ASSIGNEE;

(G) ANY FAILURE TO OBTAIN, OR EXPIRATION, SUSPENSION OR OTHER
  TERMINATION OF, OR INTERRUPTION TO, ANY REQUIRED LICENSES, PERMITS, CONSENTS,
  AUTHORIZATIONS, APPROVALS OR OTHER LEGAL REQUIREMENTS;

(H) THE INVALIDITY OR UNENFORCEABILITY OF THIS AGREEMENT OR
  ANY OTHER INFIRMITY HEREIN OR ANY LACK OF POWER OR AUTHORITY OF OWNER OR AGENT
  TO ENTER INTO THIS AGREEMENT; OR

(I) ANY OTHER CIRCUMSTANCES OR HAPPENING WHATSOEVER, WHETHER
  OR NOT SIMILAR TO ANY OF THE FOREGOING.

AGENT HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE
  LAW, ANY AND ALL RIGHTS WHICH IT MAY NOW HAVE OR WHICH AT ANY TIME HEREAFTER
  MAY BE CONFERRED UPON IT, BY STATUTE OR OTHERWISE, TO TERMINATE, CANCEL, QUIT,
  RESCIND OR SURRENDER THIS AGREEMENT EXCEPT IN ACCORDANCE WITH THE EXPRESS TERMS
  HEREOF. Each payment of any amount due hereunder made by Agent shall be final,
  and Agent, without waiving any other remedies it may have, will not seek or
  have any right to recover all or any part of such payment from Owner or any
  Assignee for any reason whatsoever. Notwithstanding anything contained herein
  to the contrary, the making of payments under this Agreement by Agent shall
  not be deemed to be a waiver of any claim or claims (including claims that otherwise
  would be a defense to payment or counterclaim) that Agent may assert against
  Owner or any other Person. Owner agrees to repay Agent amounts paid to Owner
  to the extent such payments were in error and are not required by any of the
  terms and provisions of this Agreement.

18.5.   No Recourse.

Owner's obligations hereunder are intended
  to be the obligations of the limited partnership and of the corporation which
  is the general partner thereof only and no recourse for the payment of any amount
  due from Owner under this Agreement, the Ground Lease, any Project Contract,
  any Construction Document or any other agreement contemplated hereby, or for
  any claim based thereon or otherwise in respect thereof, shall be had against
  any limited partner of Owner or any incorporator, shareholder, officer, director
  or Affiliate, as such, past, present or future of such corporate general partner
  or any corporate limited partner or of any successor corporation to such corporate
  general partner or to any corporate limited partner of Owner, or against any
  direct or indirect parent corporation of such corporate general partner or of
  any limited partner of Owner or any other subsidiary or Affiliate or any such
  direct or indirect parent corporation or any incorporator, shareholder, officer
  or director, as such, past, present or future, of any such parent or other subsidiary
  or Affiliate. Nothing contained in this subsection 18.5 shall be construed to
  limit the exercise or enforcement, in accordance with the terms of this Agreement,
  the Lease, the Ground Lease, the Project Contracts and the Construction Documents
  and any other documents referred to herein, of rights and remedies against the
  limited partnership or the corporate general partner of Owner or the assets
  of the limited partnership or the corporate general partner of Owner.

18.6.   Notices.

(a)   All notices, offers, acceptances, approvals,
  waivers, requests, demands and other communications hereunder or under any other
  instrument, certificate or other document delivered in connection with the transactions
  described herein shall be in writing, shall be addressed as provided below and
  shall be considered as properly given (a) if delivered in person, (b) if sent
  by express courier service (including, without limitation, Federal Express,
  Emery, DHL, Airborne Express, and other similar express delivery services),
  (c) in the event overnight delivery services are not readily available, if mailed
  through the United States Postal Service, postage prepaid, registered or certified
  with return receipt requested, or (d) if sent by telecopy and confirmed; provided
  that, in the case of a notice by telecopy, the sender shall in addition confirm
  such notice by writing sent in the manner specified in clauses (a), (b) or (c)
  of this subsection 18.6. All notices shall be effective upon receipt by the
  addressee; provided, however, that, if any notice is tendered
  to an addressee and the delivery thereof is refused by such addressee, such
  notice shall be effective upon such tender. For the purposes of notice, the
  addresses of the parties shall be as set forth below; provided, however,
  that any party shall have the right to change its address for notice hereunder
  to any other location by giving written notice to the other party in the manner
  set forth herein. The initial addresses of the parties hereto are as follows:

If to Owner:

LMB Funding, Limited Partnership
  c/o ML Leasing Equipment Corp.
  Controller's Office
  95 Greene Street, 7th Floor
  Jersey City, New Jersey 07302
  Attention:   Kira Toone Meertens
  Telephone:   (201) 671-0334
  Facsimile:   (201) 671-4511

With a copy to:
  ML Leasing Equipment Corp.
  95 Greene Street, 7th Floor
  Jersey City, New Jersey 07302
  Attention:   William Fuhs

Facsimile:   (201) 671-4511

If to Agent:

Lower Mount Bethel Energy, LLC
  c/o PPL Global, LLC
  11350 Random Hills Road, Suite 400
  Fairfax, VA 22030

Attention:   Chief Counsel
  Telephone:   (703) 293-2614
  Facsimile:   (703) 293-9227

with a copy to Assignee at such address as such Assignee may specify by written
  notice to Owner and Agent.

(b)   Owner shall within five (5) Business Days give to Agent
  a copy of all notices received by Owner pursuant to any Financing Arrangement
  and any other notices received with respect to the Project.

18.7.   Modifications. Neither this Agreement
  nor any provision hereof may be changed, waived or terminated orally, but only
  by an instrument in writing signed by the party against whom enforcement of
  the change, waiver or termination is sought.

18.8.   Rights Cumulative. All rights,
  powers and remedies herein given to Owner are cumulative and not alternative,
  and are in addition to all statutes or rules of law; any forbearance or delay
  by Owner in exercising the same shall not be deemed to be a waiver thereof,
  and the exercise of any right or partial exercise thereof shall not preclude
  the further exercise thereof, and the same shall continue in full force and
  effect until specifically waived by an instrument in writing executed by Owner.
  All representations and covenants by Agent shall survive the making of the advances,
  and the provisions hereof shall be binding upon and inure to the benefit of
  the respective successors and permitted assigns, if any, of the parties hereto.
  Agent may not, however, assign its rights or obligations as agent hereunder,
  except as permitted by Section 25 of the Lease.

18.9   Governing Law.   THIS
  AGREEMENT HAS BEEN EXECUTED AND DELIVERED IN THE STATE OF NEW YORK. AGENT AND
  OWNER AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF THE STATE OF
  NEW YORK AND PENNSYLVANIA, THIS AGREEMENT, AND THE RIGHTS AND DUTIES OF AGENT
  AND OWNER HEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
  THE LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401
  AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) IN ALL RESPECTS, INCLUDING,
  WITHOUT LIMITATION, IN RESPECT OF ALL MATTERS OF CONSTRUCTION, VALIDITY AND
  PERFORMANCE. EACH OF AGENT AND OWNER HEREBY IRREVOCABLY SUBMITS, FOR ITSELF
  AND ITS PROPERTIES, TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT
  FOR THE SOUTHERN DISTRICT OF NEW YORK AND THE SUPREME COURT OF THE STATE OF
  NEW YORK IN THE COUNTY OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT
  AGAINST IT AND RELATED TO OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
  CONTEMPLATED HEREBY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF
  AGENT AND OWNER HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS
  A DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT
  IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURT, THAT THE SUIT,
  ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF
  THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS AGREEMENT OR ANY DOCUMENT
  OR ANY INSTRUMENT REFERRED TO HEREIN OR THE SUBJECT MATTER HEREOF MAY NOT BE
  LITIGATED IN OR BY SUCH COURT. THIS SUBMISSION TO JURISDICTION IS NONEXCLUSIVE
  AND DOES NOT PRECLUDE OWNER OR ANY ASSIGNEE OR AGENT FROM OBTAINING JURISDICTION
  OVER ONE ANOTHER IN ANY COURT OTHERWISE HAVING JURISDICTION. TO THE EXTENT PERMITTED
  BY APPLICABLE LAW, EACH OF AGENT AND OWNER AGREES NOT TO SEEK AND HEREBY WAIVES
  THE RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANY SUCH COURT BY ANY COURT OF ANY
  OTHER NATION OR JURISDICTION WHICH MAY BE CALLED UPON TO GRANT AN ENFORCEMENT
  OF SUCH JUDGMENT. EACH OF AGENT AND OWNER AGREES THAT SERVICE OF PROCESS MAY
  BE MADE UPON IT BY CERTIFIED OR REGISTERED MAIL TO THE ADDRESS FOR NOTICES SET
  FORTH IN THIS AGREEMENT OR ANY METHOD AUTHORIZED BY THE LAWS OF NEW YORK. OWNER
  AND AGENT EXPRESSLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
  OR COUNTERCLAIM RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
  OWNER AND AGENT ACKNOWLEDGE THAT THE PROVISIONS OF THIS SUBSECTION 18.9 HAVE
  BEEN BARGAINED FOR AND THAT THEY HAVE BEEN REPRESENTED BY COUNSEL IN CONNECTION
  THEREWITH.

18.10.   Captions. The captions in this
  Agreement are for convenience of reference only, and shall not be deemed to
  affect the meaning or construction of any of the provisions hereof.

18.11.   Maintenance of Equity. Owner
  covenants that at all times during the term of this Agreement, Owner's capitalization
  shall be such that at least three percent (3%) of its capitalization (including
  interest required to be capitalized in accordance with generally accepted accounting
  principles on the principal outstanding on any Financing Arrangement and net
  of any fees paid to the equity investors and any affiliates of the equity investors)
  will consist of cash contributions from Owner's general partner and limited
  partners.

18.12.   Released Land.

(a)   Owner and Agent acknowledge that certain
  of the Land Improvement Contracts may require that title to certain improvements
  relating to the Project (the "Released Improvements") and the
  land on which such Released Improvements are or will be located (the "Released
  Land") be transferred to the Applicable Contracting Party pursuant
  to the provisions of the applicable Land Improvement Contract.

(b)   Upon the request of Agent, and provided
  that no Event of Loss, Event of Default, Potential Default, Event of Project
  Termination, Potential Event of Project Termination or Termination Event under
  this Agreement and no Event of Loss, Event of Default or Potential Default under
  the Lease has occurred and is continuing, Owner shall cooperate with Agent to
  transfer the Released Improvements and the Released Land, as applicable, to
  the Applicable Contracting Party in an "as is" condition without warranty
  or representation of any kind, and without recourse to Owner, if (1) such transfer
  is required pursuant to the applicable Land Improvement Contract and (2) such
  transfer is customary in projects similar to the Project, including the release
  of the Released Improvements and/or the Released Land from the terms of the
  Lease, the Ground Lease and the provisions of any Financing Arrangements; provided,
  however, that after giving effect to such transfer and release (i) any
  such transfer or release will not cause the Project to fail to comply with the
  provisions of this Agreement, the Lease, the Construction Documents or the Project
  Contracts; (ii) Owner will have sufficient rights and interests in the Released
  Improvements and the Released Land as necessary to operate the Project in compliance
  with the provisions of this Agreement, the Lease, the Construction Documents
  and the Project Contracts, and (iii) such transfer and release will not (x)
  adversely impair the fair market value, utility, residual value or remaining
  useful life of the Project, or (y) materially adversely affect the ability of
  Agent to observe and perform its obligations under the Operative Documents,
  or any of the Construction Documents or the Project Contracts.

(c)   All Released Improvements are to be constructed
  in compliance with the terms of the applicable Land Improvement Contract, and
  all applicable terms, conditions and requirements of the Governmental Authorities.

(d)   Owner's release of the Released Improvements
  and/or the Released Land pursuant to any applicable Land Improvement Contract
  shall be subject to the satisfaction of the conditions set forth in this paragraph
  (d) and to the receipt by Owner and Assignee, in each case in form and substance
  reasonably satisfactory to Owner and Assignee, of the following documents:

(i) an ALTA survey of the Premises showing
  a metes and bounds description of the portion of the Premises to be released
  as the Released Land and a metes and bounds description for the remainder of
  the Premises, which descriptions shall correspond to the legal descriptions
  set forth in the title endorsements referred to in clause (ii) below, the partial
  release and the deed to the Applicable Contracting Party;

(ii) an endorsement to mortgagee's title
  insurance policy and Owner's alternative lender's policy from the Title Company
  insuring the validity of the lien of the lender's mortgage, this Agreement,
  the Lease and the Ground Lease in the event of recharacterization, with respect
  to the remainder of the Premises, without any impairment due to the partial
  release, as well as a separate tax lot endorsement;

(iii) evidence that the Applicable Contracting
  Party has agreed to the legal description of the Released Land in the partial
  release and deed to the Applicable Contracting Party;

(iv) an opinion of counsel to Agent stating
  that the execution of such instrument of release is authorized or permitted
  by this Agreement and the provisions of any Financing Arrangements and that
  all conditions precedent to such release under this subsection 18.12 have been
  met; and

(v) a copy of the fully executed deed, in
  recordable form, to the Applicable Contracting Party.

[SIGNATURE PAGE FOLLOWS]

---

IN WITNESS WHEREOF, the parties have executed this Agreement
  the day and year first above written.





| | LMB FUNDING, LIMITED PARTNERSHIP     
| | -------------------------------------
| | By: LMB Capital, Inc.,               
| | Its General Partner                  
| |                                      
| | By:__________________________________
| | Name:                                
| | Title:                               
| |                                      
| | LOWER MOUNT BETHEL ENERGY, LLC       
| |                                      
| |                                      
| | By:__________________________________
| | Name:                                
| | Title:                               

---

TABLE OF CONTENTS



|SECTION 1.  | DEFINITIONS | 1                                                                                                                                
|----------- | ----------- | ---------------------------------------------------------------------------------------------------------------------------------
|            |             |                                                                                                                                  
|SECTION 2.  |             | APPOINTMENT OF AGENT                                                                                                             
|            |             |                                                                                                                                  
|SECTION 3.  |             | ADVANCES                                                                                                                         
|            |             |                                                                                                                                  
|SECTION 4.  |             | CONDITIONS PRECEDENT TO THE INITIAL ADVANCE WITH RESPECT TO THE PROJECT                                                          
|            |             |                                                                                                                                  
|SECTION 5.  |             | CONDITIONS PRECEDENT TO OWNER'S OBLIGATION TO MAKE INTERIM ADVANCES WITH
        RESPECT TO THE PROJECT AFTER THE INITIAL ADVANCE
|            |             |                                                                                                                                  
|SECTION 6.  |             | CONDITIONS PRECEDENT TO THE FINAL ADVANCE WITH RESPECT TO THE PROJECT                                                            
|            |             |                                                                                                                                  
|SECTION 7.  |             | CONDITIONS PRECEDENT TO COMPLETION ADVANCES WITH RESPECT TO THE PROJECT                                                          
|            |             |                                                                                                                                  
|SECTION 8.  |             | REPRESENTATIONS AND WARRANTIES OF AGENT                                                                                          
|            |             |                                                                                                                                  
|SECTION 9.  |             | AFFIRMATIVE COVENANTS                                                                                                            
|            |             |                                                                                                                                  
|SECTION 10. |             | NEGATIVE COVENANTS                                                                                                               
|            |             |                                                                                                                                  
|SECTION 11. |             | EVENTS OF DEFAULT AND EVENTS OF PROJECT TERMINATION                                                                              
|            |             |                                                                                                                                  
|SECTION 12. |             | INDEMNITIES                                                                                                                      
|            |             |                                                                                                                                  
|SECTION 13. |             | LEASEHOLD INTEREST                                                                                                               
|            |             |                                                                                                                                  
|SECTION 14. |             | PURCHASE OF THE PROJECT                                                                                                          
|            |             |                                                                                                                                  
|SECTION 15. |             | INTENTIONALLY DELETED                                                                                                            
|            |             |                                                                                                                                  
|SECTION 16. |             | PERMITTED CONTESTS                                                                                                               
|            |             |                                                                                                                                  
|SECTION 17. |             | SALE OR ASSIGNMENT BY OWNER                                                                                                      
|            |             |                                                                                                                                  
|SECTION 18. |             | GENERAL CONDITIONS                                                                                                               



|Exhibit A     | Form of Acquisition Certificate              
|------------- | ---------------------------------------------
|Exhibit B     | Form of Interim Advance Certificate          
|Exhibit C     | Form of Certificate of Substantial Completion
|Exhibit D     | Form of Certificate of Increased Cost        
|Exhibit E     | List of Project Contracts                    
|Exhibit F     | List of Permits and Project Authorizations   
|Exhibit G     | Budget                                       
|Exhibit H     | Construction Drawdown Schedule               
|Schedule 4(i) | Permits                                      
|Schedule 4(s) | Title Endorsements                           
|Schedule 8.4  | Litigation                                   
|Schedule 8.26 | Disclosure                                   
|Schedule 8.27 | Environmental Disclosure                     



---



EXHIBIT A
  FORM OF ACQUISITION CERTIFICATE

LOWER MOUNT BETHEL ENERGY, LLC ("Agent"), Agent under a
  certain Agreement for Lease (the "Agreement"), dated as of
  December 21, 2001, entered into with LMB FUNDING, LIMITED PARTNERSHIP ("Owner"),
  delivers this Acquisition Certificate pursuant to Section 4 of the Agreement.
  All terms used in this Certificate shall have the meanings given to such terms
  in the Agreement. Agent hereby certifies to Owner and Assignee as follows:
  1.   Ground Lease. Attached hereto at Tab 1 is
  an original duly executed copy of the Ground Lease (with the Premises not being
  subject to any Liens other than Permitted Liens), including a true and complete
  copy of the metes and bounds legal description of the Premises, and a copy of
  a fully executed short form or memorandum of the Ground Lease in the appropriate
  form for recording in the jurisdiction in which the Premises are located.



2.   Memorandum of Lease. Attached hereto
  at Tab 2 are two original counterparts of a memorandum of the Lease in
  the appropriate form for recording in the jurisdiction in which the Premises
  are located, executed by Agent, as lessee, and otherwise reasonably acceptable
  to Owner and Assignee.

3.   Certificates of Insuranceand
  Insurance Letter. (a) Attached hereto at Tab 3 are certificates of
  insurance or other evidence reasonably acceptable to Owner and Assignee certifying
  that the insurance on the Project required by subsection 9.3 of the Agreement
  is in effect, and (b) attached hereto at Tab 4 is a letter from the Insurance
  Broker certifying as to, among other things, Agent's compliance with the provisions
  of subsection 9.3 of the Agreement.

4.   Taxes. All due and payable taxes
  and assessments applicable to the Premises have been paid in full or are being
  contested by Agent as a Permitted Contest pursuant to paragraph (a) of Section
  16 of the Agreement, and all such taxes and assessments owed by Agent (or estimated
  amounts thereof) are included in the Budget.

5.   Availability of Utilities. All utility
  services and facilities (including, without limitation, gas, electrical, water
  and sewage services, and Interconnection Facilities) (a) which are necessary
  and required during the construction period have been completed or will be available
  in such a manner that construction will not be impeded by a lack thereof and
  (b) which are necessary for operation and occupancy of the Project are or will
  be completed in such a manner and at such a time as will assure the operation
  of the Project.

6.   Flood Zone. Attached hereto at Tab
  5 is certification by the Surveyor on the Survey or an official of an appropriate
  Governmental Authority that the Premises are not located in any "special
  flood hazard area" as such term is used in the Flood Disaster Protection
  Act of 1973.

7.   Permits. Except as disclosed in
  Section 8.26 of the Agreement for Lease, all Permits and Governmental Actions
  required for the construction and operation of the Project and for the use of
  the Premises in accordance with and as contemplated by the Construction Documents,
  the Project Contracts, the Agreement and the Lease have been or will be issued
  or obtained in such a manner that such construction, operation and use will
  not be impeded or delayed by a lack thereof and no liabilities or penalties
  shall result from a lack thereof. A list of the Permits and Governmental Actions
  which have not been or will not be issued or obtained as of the date of this
  Initial Advance is set forth on Schedule 4(i) to the Agreement.

8.   Survey. Attached hereto at Tab
  6 is the Survey complying with the requirements of paragraph (j) of Section
  4 of the Agreement.

9.   Site Plan. Attached hereto at Tab
  7 is a site plan prepared on behalf of Agent, showing the proposed location
  of the Project to be constructed on the Premises.

10.   Plans. Attached hereto at Tab
  8 is a copy of the Plans and, as requested by Owner, such other specifications
  for the construction of the Project as are available to Agent.

11.   Use of Proceeds, No Liens and Representations
  of Agent. (a) All costs and expenses which are the subject of the Initial
  Advance requested have been paid in full or will be paid in full out of the
  proceeds of this Initial Advance; (b) all premiums and costs owing under any
  insurance policy pursuant to subsection 9.3 of the Agreement have been paid
  in full or will be paid in full out of the proceeds of this Initial Advance,
  by the General Contractor or otherwise, and all such insurance policies are
  in full force and effect; (c) there are no Liens on the Premises that are not
  Permitted Liens; (d) all representations and warranties in the Agreement, in
  the Lease and in the various agreements, instruments and documents delivered
  to Owner by or on behalf of Agent in connection with this Initial Advance, are
  and remain true and correct on and as of the date of this Initial Advance as
  if made on and as of the date of this Initial Advance (except to the extent
  such representations and warranties are made expressly as to a specific earlier
  date, in which case such representations and warranties were true and correct
  as of such earlier date); and (e) no Event of Loss, Event of Default, Potential
  Default, Event of Project Termination, Potential Event of Project Termination
  or Termination Event under the Agreement has occurred and is continuing on the
  date this Initial Advance is to be made or will exist by reason of giving effect
  to this Initial Advance.

12.   Environmental Report. Attached
  hereto at Tab 9 is the Environmental Report complying with paragraph
  (n) of Section 4 of the Agreement.

13.   Opinions of Counsel for Agent and Guarantor.
  (a) Attached hereto at Tab 10 is an opinion of Orrick, Herrington &
  Sutcliffe LLP, counsel for Agent and Guarantor, and (b) attached hereto at Tab
  11 is an opinion of Robert W. Burke, Esq., in-house counsel of Agent, and
  (c) attached hereto at Tab 12 is an opinion of Michael A. McGrail, Esq.,
  in-house counsel of Guarantor.

14.   Budget. Attached hereto at Tab
  13 is a copy of the Budget, which Budget (a) is true, complete and correct,
  (b) is accurately representative of all expected costs of the Project, and (c)
  is within the dollar limit set forth in the first sentence of subsection 2.2
  of the Agreement.

15.   Request for Initial Advance. Attached
  hereto at Tab 14 is a duly executed Request for Initial Advance complying
  with paragraph (q) of Section 4 of the Agreement.

16.   Project Contracts; Construction Documents.
  Attached hereto at Tab 15 is a fully executed and complete copy of each
  of the Construction Documents and the Project Contracts which have been executed
  prior to the date of this Initial Advance.

17.   Title Insurance Policy. Attached
  hereto at Tab 16 are copies of pro-forma policies of insurance complying
  with paragraph (s) of Section 4 of the Agreement.

18.   Representations and Warranties of Guarantor.
  All representations and warranties of the Guarantor set forth in the Guaranty
  are and remain true and correct on and as of the date of this Initial Advance
  as if made on and as of the date of this Initial Advance (except to the extent
  such representations and warranties are made expressly as to a specific earlier
  date, in which case such representations and warranties were true and correct
  as of such earlier date), and no default under the Guaranty has occurred and
  is continuing on the date this Initial Advance is to be made or will exist by
  reason of giving effect to this Initial Advance.

19.   Construction Drawdown Schedule.
  Attached hereto at Tab 17 is a copy of the Construction Drawdown Schedule
  prepared by Agent, which reflects Agent's best estimates as to the amount and
  timing of construction drawdowns on the date of this Initial Advance.

20.   Construction Progress. Attached
  hereto at Tab 18 are true copies of unpaid invoices, receipted bills
  and Lien waivers (to the extent such Lien waivers are required under any Project
  Contract) requested by Owner or Assignee, and such other reasonably available
  supporting information as Owner or Assignee may have reasonably requested.

21.   No Other Security Interests. All
  materials and fixtures incorporated in the construction of the Project have
  been purchased so that title thereto has automatically been transferred to Owner,
  and there are no Liens on such materials and fixtures other than Permitted Liens.

22.   Material Adverse Change. Since
  the date of the Private Placement Memorandum, there has been no change in the
  business, assets, properties, revenues, financial condition, operations or prospects
  of Agent which could reasonably be expected to have a material adverse effect
  on (a) the construction, operation, maintenance, leasing, ownership, use, value
  or regulatory status of the Project, (b) the ability of Agent to observe and
  perform its obligations under the Operative Documents, or any of the Construction
  Documents or the Project Contracts in a timely manner or the ability of the
  Guarantor to perform its obligations under the Guaranty in a timely manner,
  or (c) the rights or interests of Owner or Assignee under the Operative Documents,
  the Guaranty, or any of the Construction Documents or the Project Contracts.

23.   Conditions Precedent Under Project
  Contracts. All conditions precedent to the effectiveness of each Construction
  Document and Project Contract in effect as of the date of this Initial Advance,
  have been satisfied in full (other than those (a) relating to completion of
  construction of the Project, (b) which the failure to satisfy could not reasonably
  be expected to have a material adverse effect on Agent's ability to perform
  its obligations under the Construction Documents and Project Contracts or (c)
  which will be fulfilled as a result of Agent's execution and delivery of and
  performance under the Agreement).

24.   Intellectual Property Rights. All
  Intellectual Property Rights necessary for the use and operation of the Project
  in accordance with and as contemplated by the Construction Documents, the Project
  Contracts, the Agreement and the Lease have been or, prior to the Effective
  Date will have been, obtained and are or, prior to the Effective Date will be,
  in full force and effect. There has been no material breach under any such Intellectual
  Property Rights, and there are no pending or threatened claims or proceedings
  relating thereto which, if adversely determined, could reasonably be expected
  to have a material adverse effect on (a) the construction, operation, maintenance,
  leasing, ownership, use, value or regulatory status of the Project, (b) the
  ability of Agent to observe and perform its obligations under the Operative
  Documents, or any of the Construction Documents or the Project Contracts in
  a timely manner or the ability of the Guarantor to perform its obligations under
  the Guaranty in a timely manner, or (c) the rights or interests of Owner or
  Assignee under the Operative Documents, the Guaranty, or any of the Construction
  Documents or the Project Contracts.

25.   Required Easements. The Required
  Easements have been or, prior to the Effective Date will be, obtained and are
  or, prior to the Effective Date will be, in full force and effect and constitute
  all easements, rights-of-way and licenses contemplated to be in place under
  the Construction Documents, theProject Contracts, the Agreement and
  the Lease as of the date of this Initial Advance. There has been no material
  breach under any such Required Easements, and there are no pending or, to the
  best of Agent's knowledge, threatened claims or proceedings relating thereto
  which, if adversely determined, could reasonably be expected to have a material
  adverse effect on (a) the construction, operation, maintenance, leasing, ownership,
  use, value or regulatory status of the Project, (b) the ability of Agent to
  observe and perform its obligations under the Operative Documents, or any of
  the Construction Documents or the Project Contracts in a timely manner or the
  ability of the Guarantor to perform its obligations under the Guaranty in a
  timely manner, or (c) the rights or interests of Owner or Assignee under the
  Operative Documents, the Guaranty, or any of the Construction Documents or the
  Project Contracts.

26.   Appraisal. Attached hereto at Tab
  19 is an appraisal prepared by the Appraiser complying with paragraph (cc)
  of Section 4 of the Agreement.

27.   Opinion of Local Pennsylvania Counsel.
  Attached hereto at Tab 20 is an opinion of Morgan, Lewis & Bockius
  LLP, special Pennsylvania counsel.

28.   Additional Matters. Attached hereto
  at Tab 21 are such other documents and legal matters in connection with
  a request for the Initial Advance as are reasonably requested by Owner or Assignee.

Dated: ______________, ____.



| | LOWER MOUNT BETHEL ENERGY, LLC       
| | -------------------------------------
| |                                      
| |                                      
| | By:__________________________________
| | Name:                                
| | Title:                               



---

EXHIBIT B
  FORM OF INTERIM ADVANCE CERTIFICATE

LOWER MOUNT BETHEL ENERGY, LLC ("Agent"),
  Agent under a certain Agreement for Lease (the "Agreement"),
  dated as of December 21, 2001, entered into with LMB FUNDING, LIMITED PARTNERSHIP
  ("Owner"), delivers this Interim Advance Certificate pursuant
  to Section 5(A) of the Agreement. All terms used in this Certificate shall have
  the meanings given to such terms in the Agreement. Agent hereby certifies to
  Owner and Assignee as follows:

1.   Use of Proceeds and Continuing Representations
  of Agent. (a) All costs and expenses which are the subject of the Interim
  Advance requested have been paid in full or will be paid in full out of the
  proceeds of this Interim Advance; (b) all premiums and costs owing under any
  insurance policy pursuant to subsection 9.3 of the Agreement have been paid
  in full by the General Contractor or otherwise or will be paid in full out of
  the proceeds of this Interim Advance, and all such insurance policies are in
  full force and effect; (c) all representations and warranties in the Agreement
  (except for the representations and warranties made in subsections 8.9 and 8.26
  thereof which shall not be made by Agent), in the Lease, and in the various
  agreements, instruments and documents delivered to Owner by or on behalf of
  Agent in connection with this Interim Advance, are and remain true and correct
  in all material respects on and as of the date of this Interim Advance as if
  made on and as of the date of this Interim Advance (except to the extent such
  representations and warranties are made expressly as to a specific earlier date,
  in which case such representations and warranties were true and correct as of
  such earlier date); and (d) no Event of Loss, Event of Default, Potential Default,
  Event of Project Termination, Potential Event of Project Termination or Termination
  Event under the Agreement, or default under any Project Contract or Construction
  Document has occurred and is continuing on the date this Interim Advance is
  to be made or will exist by reason of giving effect to this Interim Advance.

2.   Construction Progress. Attached
  hereto at Tab 1 are (a) all Monthly Progress Reports (as defined
  in the EPC Contract) delivered under the EPC Contract and requested by Owner
  or Assignee, (b) true copies of unpaid invoices, receipted bills and Lien
  waivers (to the extent such Lien waivers are required under the EPC Contract
  or any other Project Contract) requested by Owner or Assignee, and such other
  reasonably requested supporting information as has been requested by Owner or
  Assignee and (c) a certificate from Agent certifying to Owner and Assignee the
  amount of Unreimbursed Project Costs outstanding on the date of this Interim
  Advance.

3.   No Other Security Interests. All
  materials and fixtures incorporated in the construction of the Project have
  been purchased so that title thereto has automatically been transferred to Owner
  pursuant to the EPC Contract, and there are no Liens on such materials and fixtures
  other than Permitted Liens.

4.   Request for Interim Advance. Attached
  hereto at Tab 2 is a duly executed Request for Interim Advance complying
  with paragraph (e) of Section 5(A) of the Agreement.

5.   Representations and Warranties of Guarantor.
  All representations and warranties of the Guarantor in the Guaranty (except
  for the representations and warranties made in Sections 4.5, 4.6, 4.8 and 4.9
  thereof which shall not be made by the Guarantor) are and remain true and correct
  in all material respects on and as of the date of this Interim Advance as if
  made on and as of the date of this Interim Advance (except to the extent such
  representations and warranties are made expressly as to a specific earlier date,
  in which case such representations and warranties were true and correct as of
  such earlier date), and no default under the Guaranty has occurred and is continuing
  on the date this Interim Advance is to be made or will exist by reason of giving
  effect to this Interim Advance.

6.   Satisfactory Title.Attached
  hereto at Tab 3 is a notice of title continuation or date-down endorsement
  issued by the Title Company and complying with paragraph (g) of Section 5(A)
  of the Agreement.

7.   List of Project Authorizations.
  Attached hereto at Tab 4 is a list of all certificates, Permits, licenses,
  authorizations and approvals required by all applicable law in effect on the
  date of this Interim Advance in substitution for Exhibit F to the Agreement
  pursuant to subsection 8.18 of the Agreement.

Dated: ______________, ____.



| | LOWER MOUNT BETHEL ENERGY, LLC       
| | -------------------------------------
| |                                      
| |                                      
| | By:__________________________________
| | Name:                                
| | Title:                               





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EXHIBIT C
  FORM OF CERTIFICATE OF SUBSTANTIAL COMPLETION

LOWER MOUNT BETHEL ENERGY, LLC ("Agent"),
  Agent under a certain Agreement for Lease (the "Agreement"),
  dated as of December 21, 2001, entered into with LMB FUNDING, LIMITED PARTNERSHIP
  ("Owner"), delivers this Certificate of Substantial Completion
  pursuant to Section 6 of the Agreement. All terms used in this Certificate shall
  have the meanings given to such terms in the Agreement. Agent hereby certifies
  to Owner and Assignee as follows:

1.   Payment of All Costs. The Final
  Advance is sufficient to provide for the payment of all costs of constructing
  the Project (other than (a) the cost of completing any open Punch List (as defined
  in the EPC Contract) items), (b) Unreimbursed Project Costs not designated by
  Agent for payment by the Final Advance and (c) those estimated costs in connection
  with the designing, constructing, equipping and installing of the Project that
  are not yet due and which will be included as part of a Completion Advance in
  an amount not to exceed the amount of such estimate, provided that (i) the
  Available Commitment remaining after the Final Advance is equal to or exceeds
  the aggregate amount of all such estimated costs and (ii) Agent certifies, based
  upon its reasonable expectations, that (x) all costs in connection with the
  designing, constructing, equipping and installing of the Project that are not
  yet due will not exceed such estimated costs or (y) to the extent that
  such costs will exceed such estimated costs, such excess costs are Unreimbursed
  Project Costs).

2.   Construction and Equipping of the Project.
  The Project (exclusive of Punch List (as defined in the EPC Contract) items),
  (a) has been completed (including all Performance Tests (as defined in the EPC
  Contract) required for Substantial Completion under the EPC Contract) in all
  material respects in accordance with the Plans, the terms of the Construction
  Documents and the Project Contracts, and (b) has been constructed in accordance
  with generally accepted engineering and construction practices.

3.   Permits. All Permits and Governmental
  Actions required for the occupancy, use and operation of the Project in the
  manner contemplated in paragraph 2 above and in accordance with and as contemplated
  by the Construction Documents, the Project Contracts and the Lease have been
  issued or obtained and are in full force and effect.

4.   Liens. (a) The Project has been
  completed in the manner contemplated in paragraph 2 above free of all Liens,
  except for Permitted Liens (all of which Permitted Liens are itemized in Tab
  1 attached hereto, as to the nature, amount, claimant and status thereof,
  and which Permitted Liens do not include any mechanics' Liens other than those
  mechanics' Liens that are (i) to be satisfied or discharged out of the proceeds
  of this Final Advance or a Completion Advance or (ii) subject to a Permitted
  Contest and bonded or otherwise secured to the satisfaction of Owner and Assignee);
  (b) there are no claims outstanding with respect to any Construction Document
  or Project Contract (other than claims which are itemized in Tab 2 attached
  hereto, as to the nature, amount, claimant and status thereof and which claims
  are bonded or otherwise secured to the satisfaction of Owner and Assignee);
  and (c) [there are no current Permitted Contests] [OR] [the Permitted
  Contests in existence as of the date of this Final Advance are itemized in Tab
  3 attached hereto, as to the nature, amount, claimant and status thereof].

5.   Final Survey. Attached hereto at
  Tab 4 is the Final Survey complying with the requirements of paragraph
  (f) of Section 6 of the Agreement.

6.Utilities. Connection has
  been made to all appropriate utility facilities (including Interconnection Facilities)
  and the Project is capable of operation in the manner contemplated in paragraph
  2 above and in accordance with and as contemplated by the Construction Documents,
  the Project Contracts and the Lease.

7.   Use of Proceeds and Continuing Representations
  of Agent. (a) All costs and expenses which are the subject of the Final
  Advance requested have been paid in full or will be paid in full out of the
  proceeds of this Final Advance; (b) all premiums and costs owing under any insurance
  policy pursuant to subsection 9.3 of the Agreement have been paid in full by
  the General Contractor or otherwise or will be paid in full out of the proceeds
  of this Final Advance, and all such insurance policies are in full force and
  effect; (c) all representations and warranties in the Agreement (except for
  the representations and warranties made in subsections 8.9 and 8.26 thereof
  which shall not be made by Agent), in the Lease, and in the various agreements,
  instruments and documents delivered to Owner by or on behalf of Agent in connection
  with this Final Advance are and remain true and correct in all material respects
  on and as of the date of this Final Advance as if made on and as of the date
  of this Final Advance (except to the extent such representations and warranties
  are made expressly as to a specific earlier date, in which case such representations
  and warranties were true and correct as of such earlier date); and (d) no Event
  of Loss, Event of Default, Potential Default, Event of Project Termination,
  Potential Event of Project Termination or Termination Event under the Agreement
  has occurred and is continuing on the date this Final Advance is to be made
  or will exist by reason of giving effect to this Final Advance.

8.   Request for Final Advance. Attached
  hereto at Tab 5 is a duly executed Request for Final Advance complying
  with paragraph (i) of Section 6 of the Agreement.

9.   Satisfactory Title. Attached hereto
  at Tab 6 is a notice of title continuation or endorsement issued by the
  Title Company and complying with paragraph (j) of Section 6 of the Agreement.

10.   Representations and Warranties of Guarantor.
  All representations and warranties of the Guarantor in the Guaranty (except
  for the representations and warranties made in Sections 4.5, 4.6, 4.8 and 4.9
  thereof which shall not be made by the Guarantor) are and remain true and correct
  in all material respects on and as of the date of this Final Advance as if made
  on and as of the date of this Final Advance (except to the extent such representations
  and warranties are made expressly as to a specific earlier date, in which case
  such representations and warranties were true and correct as of such earlier
  date), and no default under the Guaranty has occurred and is continuing on the
  date this Final Advance is to be made or will exist by reason of giving effect
  to this Final Advance.

11.Commercial Operation. (a)
  Commercial Operation of the Project has been achieved, including, without limitation,
  satisfaction of (i) the Minimum Performance Guarantees, (ii) the Emission Guarantees
  and (iii) the Noise Compliance Guarantee (as each such term is defined in the
  EPC Contract), in each case according to the procedures set forth in the EPC
  Contract; (b) no defective or uncompleted work exists that could reasonably
  be expected to materially and adversely affect the generation of electricity
  from the Project; (c) the Project as constructed complies in all material respects
  with all Governmental Actions; and (d) the Project is capable of operating in
  a manner consistent with prudent industry practices, all applicable Permits
  and Legal Requirements and in accordance with the terms of the Agreement, the
  Lease and the Project Contracts. [In addition, only if Agent has elected
  not to request a Completion Advance, Agent shall satisfy the requirements of
  paragraph (g) of Section 7 of the Agreement.]

12.   Environmental Compliance. All compliance
  tests, emissions tests, and certifications and other actions required by any
  Environmental Requirements as a precondition to Commercial Operation of the
  Project (including, without limitation, the performance criteria, emissions
  standards and reliability criteria required by the EPC Contract) has been successfully
  completed and all filings, notices and other submissions required under such
  Environmental Requirements shall have been fully and accurately completed and
  submitted to applicable Governmental Authorities, as required by applicable
  Legal Requirements.

13.   Intellectual Property Rights. All
  Intellectual Property Rights necessary for the use and operation of the Project
  in accordance with and as contemplated by the Project Contracts, the Agreement
  and the Lease have been obtained and are in full force and effect.

14.   Easements. The Easements have been
  obtained and are in full force and effect and are not subject to any Liens other
  than Permitted Liens and constitute all easements, rights-of-way (i) contemplated
  to be in place under the Construction Documents, the Project Contracts, the
  Agreement and the Lease as of the date of this Final Advance and (ii) which
  are necessary for Agent's performance of its obligations under this Agreement,
  the Lease, the Construction Documents and the Project Contracts.

15.   Construction Progress. Attached
  hereto at Tab 7 are (a) copies of all Monthly Progress Reports (as defined
  in the EPC Contract) delivered under the EPC Contract and requested by Owner
  or Assignee, (b) true copies of unpaid invoices, receipted bills and Lien waivers
  (to the extent such Lien waivers are required under the EPC Contract or any
  other Project Contract) requested by Owner or Assignee, and such other reasonably
  available supporting information as shall have been reasonably requested by
  Owner or Assignee and (c) a certificate from Agent certifying to Owner and Assignee
  the amount of Unreimbursed Project Costs outstanding on the date of this Final
  Advance.

16.   No Other Security Interests. All
  materials and fixtures incorporated in the construction of the Project have
  been purchased so that title thereto has automatically been transferred to Owner
  pursuant to the EPC Contract, and there are no Liens on such materials and fixtures
  other than Permitted Liens.

17.Evidence of EWG Status.
  Attached hereto as Tab 8 are copies of the filing of an application for
  determination that Owner is an EWG under Section 32 of the 1935 Act, together
  with a determination issued by FERC of such EWG status.

---



18.   List of Project Authorizations.
  Attached hereto at Tab 9 is a list of all certificates, Permits, licenses,
  authorizations and approvals required by all applicable law in effect on the
  date of this Final Advance in substitution for Exhibit F to the Agreement pursuant
  to subsection 8.18 of the Agreement.

Dated: ______________, _____.



| | LOWER MOUNT BETHEL ENERGY, LLC       
| | -------------------------------------
| |                                      
| |                                      
| | By:__________________________________
| | Name:                                
| | Title:                               



EXHIBIT D
  FORM OF CERTIFICATE OF INCREASED COST

LOWER MOUNT BETHEL ENERGY, LLC ("Agent"),
  Agent under a certain Agreement for Lease (the "Agreement"),
  dated as of December 21, 2001, entered into with LMB FUNDING, LIMITED PARTNERSHIP
  ("Owner"), delivers this Certificate of Increased Cost pursuant
  to Section 7 of the Agreement. All terms used in this Certificate shall
  have the meanings given to such terms in the Agreement. Agent hereby certifies
  to Owner and Assignee as follows:

1.   Payment of All Costs. The Completion
  Advance is sufficient to provide for the payment of (a) all costs of completing
  any open Punch List (as defined in the EPC Contract) items, and (b) all costs
  in connection with the designing, constructing, equipping and installing of
  the Project that were not included as part of the Final Advance; provided
  that all such costs fall within the limits of the Budget.

2.   Use of Proceeds and Continuing Representations
  of Agent. (a) All costs and expenses which are the subject of the Completion
  Advance requested have been paid in full or will be paid in full out of the
  proceeds of this Completion Advance; (b) all premiums and costs owing under
  any insurance policy pursuant to subsection 9.3 of the Agreement have been paid
  in full by the General Contractor or otherwise or will be paid in full out of
  the proceeds of this Completion Advance, and all such insurance policies are
  in full force and effect; (c) all representations and warranties in the Agreement
  (except for the representations and warranties made in subsections 8.9 and 8.26
  thereof which shall not be made by Agent), in the Lease, and in the various
  agreements, instruments and documents delivered to Owner by or on behalf of
  Agent in connection with this Completion Advance are and remain true and correct
  in all material respects on and as of the date of this Completion Advance as
  if made on and as of the date of this Completion Advance (except to the extent
  such representations and warranties are made expressly as to a specific earlier
  date, in which case such representations and warranties were true and correct
  as of such earlier date); and (d) no Event of Loss, Event of Default, Potential
  Default, Event of Project Termination, Potential Event of Project Termination
  or Termination Event under the Agreement has occurred and is continuing on the
  date this Completion Advance is to be made or will exist by reason of giving
  effect to this Completion Advance.

3.   Request for Completion Advance.
  Attached hereto at Tab 1 is a duly executed Request for Completion Advance
  complying with paragraph (d) of Section 7 of the Agreement.

4.   Satisfactory Title. Attached hereto
  at Tab 2 is a notice of title continuation or endorsement issued by the
  Title Company complying with paragraph (e) of Section 7 of the Agreement.

5.   Representations and Warranties of Guarantor.
  All representations and warranties of the Guarantor in the Guaranty (except
  for the representations and warranties made in Sections 4.5, 4.6, 4.8 and 4.9
  thereof which shall not be made by the Guarantor) are and remain true and correct
  in all material respects on and as of the date of this Completion Advance as
  if made on and as of the date of this Completion Advance (except to the extent
  such representations and warranties are made expressly as to a specific earlier
  date, in which case such representations and warranties were true and correct
  as of such earlier date), and no default under the Guaranty has occurred and
  is continuing on the date this Completion Advance is to be made or will exist
  by reason of giving effect to this Completion Advance.

6.   Final Completion. (a) Final Completion
  (as defined in the EPC Contract) has occurred as evidenced by the Notice of
  Final Completion (as defined in the EPC Contract) and the certificate of Final
  Completion attached hereto at Tab 3; (b) [either] [the
  Project has satisfied the Output Guarantee (as defined in the EPC Contract)]
  [or] [the General Contractor has paid the OutPut Buydown Amount
  (as defined in the EPC Contract)]; and (c) [either] [the Project
  has satisfied the Heat Rate Guarantee (as defined in the EPC Contract)] [or]
  [the General Contractor has paid the Heat Rate Buydown Amount (as defined in
  the EPC Contract)].

7.   Construction Progress. Attached
  hereto at Tab 4 are (a) copies of all Monthly Progress Reports (as defined
  in the EPC Contract) delivered under the EPC Contract and requested by Owner
  or Assignee and (b) true copies of unpaid invoices, receipted bills and Lien
  waivers (to the extent such Lien waivers are required under the EPC Contract
  or any other Project Contract) requested by Owner or Assignee, and such other
  reasonably available supporting information as may have reasonably been requested
  by Owner or Assignee.

8.   No Other Security Interests. All
  materials and fixtures incorporated in the construction of the Project have
  been purchased so that title thereto has vested solely in Owner, and there are
  no Liens on such materials and fixtures other than Permitted Liens.

9.   List of Project Authorizations.
  Attached hereto at Tab 5 is a list of all certificates, Permits, licenses,
  authorizations and approvals required by all applicable law in effect on the
  date of this Completion Advance in substitution for Exhibit F to the Agreement
  pursuant to subsection 8.18 of the Agreement.

Dated: ______________, _____.





| | LOWER MOUNT BETHEL ENERGY, LLC       
| | -------------------------------------
| |                                      
| |                                      
| | By:__________________________________
| | Name:                                
| |                                      





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EXHIBIT E
  LIST OF PROJECT CONTRACTS



- The Engineering, Procurement and Construction Contract,
      dated as of December 20, 2001, between Owner and the General Contractor.



- The Guaranty, dated as of December 20, 2001, by Foster
      Wheeler LLC to Owner, guaranteeing the obligations of the General Contractor
      under the EPC Contract.



- The Engineering Services Agreement, dated as of September
      21, 2001, between Owner and the General Contractor, as amended by an Amended
      and Restated Engineering Services Agreement, dated as of November 19, 2001,
      between Owner and the General Contractor.



- The Power Transformers Contract, dated as of December 21,
      2001, between Siemens Power Transmission & Distribution, Inc. and Owner.



- The Combined Cycle Power Island Equipment Supply Contract,
      dated as of August 11, 2000, between Siemens Westinghouse Power Corporation
      and Owner (as assigned to the General Contractor in connection with the
      EPC Contract).



- The Ground Lease Agreement, dated as of December 21, 2001,
      between Agent, as ground lessor, and Owner, as ground lessee.



- The Operation and Maintenance Agreement for the Lower Mount
      Bethel Energy Project Sewage Treatment Facility, dated July 13, 2001, between
      Lower Mount Bethel Township and PPL Generation, LLC.



- The Land Development Improvements Agreement to be entered
      into by and between Lower Mount Bethel Township and Owner.



- The Interconnection Service Agreement, dated as of August
      8, 2001, between PJM Interconnection, L.L.C. and Owner.



- The Memorandum of Understanding, dated December 3, 1999,
      between PPL Corporation (successor-in-interest to PP&L Resources, Inc.)
      and Agent, as assigned to PPL Martins Creek, LLC pursuant to an Assignment
      and Assumption Agreement dated as of the date hereof.



- The Reimbursement, Construction and Ownership Agreement
      to be entered into by and between Owner and PPL Interstate Energy Company.



- The Gas Transportation Agreement to be entered into by
      and between PPL Interstate Energy Company and Owner.

EXHIBIT F



LIST OF PERMITS AND PROJECT AUTHORIZATIONS





|                                                               | Issuing                  |                                                                                                                 |                              |  |                                                   
|-------------------------------------------------------------- | ------------------------ | --------------------------------------------------------------------------------------------------------------- | ---------------------------- |  | --------------------------------------------------
|Permit                                                         | Agency                   | Description                                                                                                     | Need                         |  | Status                                            
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Alternate Fuels Capability                                     | DOE                      | Baseload facilities fueled
        by natural gas                                                               | Construction                 |  | Self certifying                                   
|                                                               |                          |                                                                                                                 |                              |  | 10-12-01                                          
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Toxic Chemical Release                                         | EPA                      | Actual Release of Hazardous
        Materials                                                                   | Operation                    |  | To be filed if necessary                          
|Inventory Reporting                                            |                          |                                                                                                                 |                              |  |                                                   
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Notice of Proposed                                             | FAA                      | Construction of Object Capable
        of                                                                       | Construction                 |  | To be filed                                       
|Construction or Alteration                                     |                          | Affecting Navigable Air Space                                                                                   |                              |  |                                                   
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Air Quality Plan Approval                                      | PDEP                     | Air Quality permitting and
        new source review                                                            | Construction                 |  | Permit # 48-328-004 10-29-01;
        under appeal
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Air Quality Operating Permit                                   | PDEP                     | Operation of an air contamination
        source                                                                | Operation                    |  | To be filed                                       
|Title IV Acid Rain                                             | PDEP                     | Fossil fuel generation units
        > 25 MW                                                                    | Operation                    |  | To be filed                                       
|Operating Permit                                               |                          |                                                                                                                 |                              |  |                                                   
|Air Quality Plan Approval                                      | PDEP                     | Air quality permitting to
        convert Martins
      Creek Station combustion turbines from oil to gas-fired | Operation                    |  | To be filed                                       
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Air Quality Operating Permit
      Modification                | PDEP                     | Modification to PM-10 limit
        for Auxiliary
      Boiler 4B at Martins Creek Station                      | Operation                    |  | Permit # 48-00011
      3-31-01                   
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|ERCs for NOx and VOC                                           | PDEP                     | Emission reduction credits                                                                                      | Operation                    |  | To be obtained                                    
|Allowances for NOx                                             | PDEP                     | Emission allowances                                                                                             | Operation                    |  | To be obtained                                    
|Allowances for SOx                                             | EPA                      | Emission allowances                                                                                             | Operation                    |  | To be obtained                                    
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Water Quality Management Plan
      Part II Permit             | PDEP                     | Wastewater treatment facility
        modifications                                                             | Construction                 |  | To be filed                                       
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|NPDES Permit for Industrial
      Wastewater                   | PDEP                     | Discharge of Industrial Wastewater                                                                              | Operation                    |  | Permit # PA 0012823
      8-6-01                  
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Preparedness, Prevention
      And Contingency Plan            | PDEP                     | Required as part of NPDES
        permit                                                                        | Operation                    |  | To be filed                                       
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|NPDES General Storm
      Water Construction Permit            | PDEP                     | Discharge of Storm Water                                                                                        | Construction                 |  | Issued                                            
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Sewage Disposal Permit                                         | PDEP                     | On site sanitary sewage disposal                                                                                | Operation                    |  | Permit # T092557
      8-29-01                    
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Public Water Supply                                            | PDEP                     | Potable water supply distribution                                                                               | Construction                 |  | To be filed                                       
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Storage Tanks                                                  | PDEP                     | Underground or above ground
      storage tanks                                                                 | Construction                 |  | To be filed                                       
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Spill Prevention
        Control
      and Countermeasure Plan | PDEP                     | Prevention
        of releases of regulated
      substances from tanks                                         | Operation                    |  | To be filed                                       
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Consumptive
        Water Use                                  | DRBC                     | Withdrawal
        of water                                                                                     | Construction                 |  | Docket # D-99-54
      3-7-00                     
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Consumptive
        Water Use                                  | DRBC                     | Drought Operating
        Plan                                                                                  | Operation                    |  | To be filed                                       
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Stack Approval                                                 | PDOT                     | Construction
        of object affecting
      navigable air space                                              | Construction                 |  | To be filed                                       
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Archeological
        and Historical
      Review              | PHMC                     | Activities
        that impact archeological or
      historical resources                                      | Construction                 |  | 4-6-98                                            
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Review of
        Threatened or
      Endangered Species       | PDNI                     |                                                                                                                 | Construction                 |  | 8-30-99                                           
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Fire Safety
        Approval                                   | Local Fire
      Marshal | Issuance of
        building or occupancy permits                                                               | Construction
      Operation |  | To be filed                                       
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Site Plan
        Approval                                     | LMBT/NC                  | Site Development                                                                                                | Construction                 |  | 10-26-01                                          
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Special Exception
        to Zoning                            | LMBT                     |                                                                                                                 | Construction                 |  | 2-21-01; as
        modified                      
|Ordinance                                                      |                          |                                                                                                                 |                              |  | on 7-13-01;
        under                         
|                                                               |                          |                                                                                                                 |                              |  | appeal                                            
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Building Permit                                                | LMBT                     | Construction
        of foundations and structures                                                              | Construction                 |  | 11/30/01                                          
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Occupancy
        Permit                                       | LMBT                     | Construction
        and occupancy of                                                                           | Operation                    |  | To be filed                                       
|                                                               |                          | foundations
        and structures                                                                              |                              |  |                                                   
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|E&S Control
        Plan                                       | NC                       | Soil erosion
        and sedimentation control                                                                  | Construction                 |  | 10-4-01                                           
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Building Plan
        Approval                                 | PDLI                     | Building Plans                                                                                                  | Construction                 |  | To be filed                                       
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Occupancy
        Permit                                       | PDLI                     | Conformance
        with Approved Building Plans                                                                | Operation                    |  | To be filed                                       
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Generator
        Identification
      Number                  | PDEP/EPA                 | Hazardous
        Waste Generation                                                                              | Operation                    |  | To be filed                                       
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Section 32
        of PUHCA                                    | FERC                     | Exemption of wholesale generators
        from holding company regulation                                       | Operation                    |  | To be filed                                       
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Section 205
        of FPA                                     | FERC                     | Market-based rate authority/market-based
        tariff                                                         | Operation                    |  | To be filed                                       
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|FPA                                                            | FERC                     | Disclaimer of jurisdiction
        over passive owner Of FERC jurisdictional facilities                         | Operation                    |  | To be filed                                       
|                                                               |                          |                                                                                                                 |                              |  |                                                   
|Interconnection
        Approvals                              | PJM                      | Interconnection
        with power grid                                                                         | Operation                    |  | To be filed                                       
|                                                               |                          |                                                                                                                 |                              |  |                                                   



|ACOE  | Army Corps of Engineers                                        
|----- | ---------------------------------------------------------------
|DOE   | Department of Energy                                           
|EPA   | US Environmental Protection
        Agency                     
|FAA   | Federal Aviation Administration                                
|FERC  | Federal Energy Regulatory
        Commission                   
|FPA   | Federal Power Act                                              
|NPDES | National Pollutant Discharge
        Elimination System Program
|PHMC  | Pennsylvania Historical and
        Museum Commission          
|PDEP  | Pennsylvania Department of
        Environmental Protection    
|PDLI  | Pennsylvania Department of
        Labor and Industry          
|PJM   | PJM Interconnection, LLC                                       
|PNDI  | Pennsylvania Natural Diversity
        Inventory               
|PDOT  | Pennsylvania Department of
        Transportation              
|PUHCA | Public Utility Holding Company
        Act                     
|DRBC  | Delaware River Basin Commission                                
|LMBT  | Lower Mount Bethel Township                                    
|NC    | Northampton County                                             



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This Agreement for Lease is Confidential and Proprietary



EXHIBIT G



BUDGET



|                         |               
|------------------------ | --------------
|Item                     | Amount ($OOOs)
|Power Island Costs       | $ 132,924     
|EPC Costs                | 196,865       
|Gas Line Costs           | 7,100         
|Interconnection Costs    | 1,750         
|Substation Costs         | 3,352         
|Infrastructure Services  | 2,010         
|NOX / VOX Off-sets       | 750           
|Spare Parts              | 5,011         
|Start-Up Costs           | 690           
|Contingency              | 23,688        
|Total Construction Costs | $ 374,139     
|Total Financing Costs    | $ 5,803       
|Total Other Costs        | $ 75,102      
|                         |               
|TOTAL COSTS              | $ 455,044     





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This Agreement for Lease is Confidential and Proprietary



EXHIBIT H



CONSTRUCTION DRAWDOWN SCHEDULE





|       |                              
|------ | -----------------------------
|Date   | Construction Expenses ($OOOs)
|Dec-01 | $ 163,610                    
|Jan-02 | 16,698                       
|Feb-02 | 19,902                       
|Mar-02 | 21,875                       
|Apr-02 | 14,417                       
|May-02 | 16,743                       
|Jun-02 | 29,093                       
|Jul-02 | 20,106                       
|Aug-02 | 20,745                       
|Sep-02 | 9,911                        
|Oct-02 | 10,129                       
|Nov-02 | 8,049                        
|Dec-02 | 25,723                       
|Jan-03 | 7,956                        
|Feb-03 | 7,493                        
|Mar-03 | 563                          
|Apr-03 | 6,401                        
|May-03 | 1,142                        
|Jun-03 | 25,555                       
|Jul-03 |                              
|       |                              
|       | 813                          
|Aug-03 | 5 72                         
|Sep-03 | 143                          
|Oct-03 | 8,793                        
|Nov-03 | -                            
|Dec-03 | 18,608                       
|       |                              
|TOTAL  | $ 455,044                    





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SCHEDULE 4(i)
  PERMITS





Toxic Chemical Release Inventory Reporting



Notice of Proposed
  Construction or Alteration



Air Quality Operating
  Permit

Title IV Acid Rain
  Operating Permit



Air Quality Plan Approval (to convert Martins Creek
  Station combustion turbines from oil to gas-fired)



ERCs for NOx and VOC

Allowances for NOx



Allowances for SOx



Water Quality Management Plan Part
  II Permit



Preparedness,
  Prevention, and Contingency Plan



Public Water Supply



Storage Tanks



Spill Prevention Control
  and Countermeasure Plan



Consumptive Water
  Use (Drought Operating Plan)



Stack Approval



Fire Safety Approval



Occupancy
  Permit



Building Plan Approval



Occupancy Permit



Generator Identification Number



Section 32 of PUHCA



Section 205 of FPA



FPA



Interconnection Approvals



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SCHEDULE 4(s)



LIST OF TITLE ENDORSEMENTS







ALTA 9 Comprehensive Endorsement

Survey Endorsement

Land Same as Survey Endorsement

Access Endorsement

Address Endorsement

Due Execution Endorsement

Separate Tax Lot Endorsement

Environmental Protection Lien Endorsement

Internal Contiguity Endorsement

Pending Disbursements

Recharacterization (Lessor's policy only)

Special Synthetic Lease Endorsement



---

SCHEDULE 8.4



LITIGATION





- PPL Martins Creek, LLC and Lower Mount Bethel Energy, LLC
      v. Lower Mount Bethel Township Zoning Hearing Board v. Robert Taylor, Inc.
      and William A.Humphries, III. (Intervenors), C0048CV2001002703 (The appeal
      to the Zoning Ordinance Special Exception; all conflicts with the Township
      were settled pursuant to the court approved stipulation with regard to the
      noise condition).
- Robert Taylor and Mona Taylor v. Lower Mount Bethel Township,
      PPL Martins Creek, LLC and Lower Mount Bethel Energy, LLC, C0048CV2001006573
      (the nuisance action).



- The Air Quality Plan Approval which was issued by the Commonwealth
      of Pennsylvania Department of Environmental Protection on October 29, 2001
      was appealed on November 29, 2001.



- The Building Permit, which was issued by Lower Mount Bethel
      Township on November 30, 2001, may be appealed.







---

SCHEDULE 8.26



DISCLOSURE







- The Air Quality Plan Approval which was issued by the Commonwealth
      of Pennsylvania Department of Environmental Protection on October 29, 2001
      was appealed on November 29, 2001.



- The Building Permit which was issued by Lower Mount Bethel
      Township on November 30, 2001 may be appealed.



- The Zoning Ordinance Special Exception which was issued
      on February 21, 2001, as modified by Stipulation on July 13, 2001, is currently
      the subject of an appeal to the Northampton County Court of Common Pleas
      regarding the noise condition.





---



SCHEDULE 8.27



ENVIRONMENTAL DISCLOSURE







- The Air Quality Plan Approval which was issued by the Commonwealth
      of Pennsylvania Department of Environmental Protection on October 29, 2001
      was appealed on November 29, 2001.
- The Zoning Ordinance Special Exception which was issued
      on February 21, 2001, as modified by Stipulation on July 13, 2001, is currently
      the subject of an appeal to the Northampton County Court of Common Pleas
      regarding the noise condition.