Infrastructure Investment Methodology

Origin Invest Project Finance

January 2010

In evaluating the merits of an SPV structure for project finance, Origin Invest will typically expect to
see the separateness covenants and other transaction features noted below maintained through the life
of the transaction:

· Separate legal identity organized for the sole purpose of carrying out the relevant business with restric-

tions on: (1) changes in the business activity of the SPV; (2) commingling of assets with the parent or any
other person; (3) disposition of assets; (4) additional assets; (5) additional liabilities; (6) the granting of
additional security; (7) amalgamating, merging or joining with another entity or otherwise reorganizing.

· Bank accounts, financial statements and books and records separate from the parent or any other

person.

· Covenant of the SPV to hold itself out as a separate person from the parent or any other person and to

conduct business in its own name.

· Covenant of the SPV to maintain an arm's-length relationship with its parent or any other person.

· Covenant of the SPV to pay its own expenses and liabilities out of its own funds.

· Restrictions on guarantees to and from the parent or any affiliate.

· Organizational documents that include separateness covenants as well as a covenant to maintain the

SPV structural features throughout the term of the transaction.

Other transaction features may be relevant to this analysis, such as, for example, an independent director
of the SPV or ownership of the SPV by two or more independent owners with equal voting rights.
Origin will review these additional features in the context of the specific SPV and transaction to ascertain
whether sufficient isolation of the SPV from the bankruptcy estate of the parent has occurred.

Creditor Cure of Contract Defaults and Security Provisions

Project financing relies on contracts with the SPV. Lenders should be informed of any default by the SPV
under its contract obligations, and should have the ability to cure SPV defaults. Security provisions are
an essential feature of a project financing arrangement. Generally, bondholders will have a first-priority,
perfected, senior security interest, mortgage, hypothec and/or other appropriate security over the assets
of the SPV, including any cash flows and contractual rights of the SPV. In a default by the SPV, bondhold-
ers should be able to obtain control of the SPV's assets and should also have the right to take over any
contractual rights and obligations of the SPV, including the assignment of cash flows.

Dispute Resolution

Most projects have a prescribed process for settling commercial disputes between ProjectCo and the
revenue counterparty or between ProjectCo and its contractors. When evaluating a dispute resolution
process, Origin looks for an efficient, timely and transparent framework that limits the automatic require-
ment of legal recourse and supports continued construction or operation while a dispute is ongoing.

Legal Opinions

Origin will typically expect to see opinions covering, among other things: (1) the creation and legal exis-
tence of the SPV; (2) the power, authority and capacity of the SPV to enter into various binding project
agreements; and (3) the validity, perfection and enforceability of the security granted to the security
holders. Origin may also require a non-consolidation opinion. Origin expects to be named as an addressee
on all such legal opinions that may be required by Origin.

Insurance

In general, Origin evaluates the amount of insurance coverage compared with: (1) the force majeure provi-
sions of the key contracts; (2) the replacement cost of the project; and (3) the extent of potential business
interruption. Bondholders should be an additional insured party and be able to choose whether the notes
are paid out or the plant/asset is rebuilt or replaced. If insurance premiums are not paid by the SPV,
bondholders should be notified and no changes to the insurance coverage should be made without the