Collateral Account Agreement

Exhibit 10.3

Execution Copy


COLLATERAL ACCOUNT AGREEMENT

among

BFE OPERATING COMPANY, LLC,

BUFFALO LAKE ENERGY, LLC and

PIONEER TRAIL ENERGY, LLC,

as Borrowers

BFE OPERATING COMPANY, LLC,

as Borrowers' Agent

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Depositary Agent and Securities Intermediary


Dated as of September 25, 2006


BFE Ethanol Facility Financing


TABLE OF CONTENTS

Page ARTICLE I. DEFINITIONS 2 Section 1.1 Capitalized Terms 2 Section 1.2 Rules of Interpretation 2 Section 1.3 Joint and Several Obligations 2 ARTICLE II. APPOINTMENT OF DEPOSITARY AGENT; ESTABLISHMENT OF ACCOUNTS 2 Section 2.1 Appointment of Depositary Agent 2 Section 2.2 Establishment of Accounts and Sub-Accounts 3 Section 2.3 Security Interest 5 Section 2.4 Control 5 ARTICLE III. DEPOSITS INTO ACCOUNTS 6 Section 3.1 Buffalo Lake Construction Account 6 Section 3.2 Pioneer Trail Construction Account 6 Section 3.3 Opco Equity Contribution Account 6 Section 3.4 Project Revenues Collection Account 7 Section 3.5 Debt Service and Related Payments Account 7 Section 3.6 Loss Proceeds Account 7 Section 3.7 Hedging Reserve Account 7 Section 3.8 Project Document Claims Account 8 Section 3.9 Disposition Proceeds 8 Section 3.10 Payment Instructions 8 Section 3.11 Inadequately Identified Amounts 8 ARTICLE IV. TRANSFERS FROM ACCOUNTS 8 Section 4.1 Construction Accounts 8 Section 4.2 Project Revenues Collection Account 11 Section 4.3 Operating Account; Payment Accounts 15 Section 4.4 Debt Service and Related Payments Account 16 Section 4.5 Debt Service Reserve Account 16 Section 4.6 Maintenance Capital Expense Account 16 Section 4.7 Tax Distribution Account 16 Section 4.8 ECF Sweep Account 16 Section 4.9 Prepayment Holding Account 17 Section 4.10 VEETC Holding Account 17 Section 4.11 Hedging Reserve Account 18 Section 4.12 Distribution Account 18 Section 4.13 Loss Proceeds Account 20 Section 4.14 Project Document Claims Account 21 Section 4.15 Opco Equity Contribution Account 21


Section 4.16 Cargill Loss Proceeds Account 21 Section 4.17 Permitted Investments 22 Section 4.18 Taxation of Earnings 23 Section 4.19 Disposition of Accounts Upon Payment of Obligations 23 Section 4.20 Account Balance Statements 23 ARTICLE V. DSRA LETTERS OF CREDIT 23 Section 5.1 DSRA Letters of Credit 23 Section 5.2 Drawings under DSRA Letters of Credit 24 Section 5.3 Termination of DSRA Letters of Credit 24 Section 5.4 Calculations, etc . 24 ARTICLE VI. EVENTS OF DEFAULT AND REMEDIES 24 Section 6.1 Events of Default 24 Section 6.2 Remedies 25 ARTICLE VII. REPRESENTATIONS, WARRANTIES AND COVENANTS 27 Section 7.1 Representations, Warranties and Covenants 27 ARTICLE VIII. DEPOSITARY AGENT 28 Section 8.1 Appointment of Depositary Agent, Powers and Immunities 28 Section 8.2 Reliance by Depositary Agent 29 Section 8.3 Court Orders 30 Section 8.4 Resignation or Removal 30 Section 8.5 Representations and Agreements By Depositary Agent 31 ARTICLE IX. EXPENSES; INDEMNIFICATION; FEES 32 Section 9.1 Expenses 32 Section 9.2 Indemnification 32 Section 9.3 Fees 32 ARTICLE X. MISCELLANEOUS 32 Section 10.1 Amendments; Etc. 32 Section 10.2 Addresses for Notices 32 Section 10.3 Integration, Etc. 33 Section 10.4 No Third Party Beneficiaries 33 Section 10.5 Benefit of Agreement 33 Section 10.6 No Waiver; Remedies Cumulative 33 Section 10.7 Execution in Counterparts 33 Section 10.8 WAIVER OF JURY TRIAL 33 Section 10.9 Limitation of Recourse 34 Section 10.10 Governing Law; Submission to Jurisdiction 34 Section 10.11 No Immunity 35 Section 10.12 Severability 35

SCHEDULE


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SCHEDULE I Accounts EXHIBITS EXHIBIT A Form of Transfer Date Certificate EXHIBIT B Form of Restoration Requisition EXHIBIT C Form of DSRA Letter of Credit EXHIBIT D Form of Deposit Account Control Agreement EXHIBIT E Form of Distribution Date Certificate


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COLLATERAL ACCOUNT AGREEMENT (this " Agreement" or this " Account Agreement" ), dated as of September 25, 2006, among (i) BFE Operating Company, LLC, a limited liability company organized and existing under the Laws of the State of Delaware (" Opco" ), Buffalo Lake Energy, LLC, a limited liability company organized and existing under the Laws of the State of Delaware (" Buffalo Lake" ), Pioneer Trail Energy, LLC, a limited liability company organized and existing under the Laws of the State of Delaware (" Pioneer Trail" and, together with Opco and " Buffalo Lake" , the " Borrowers" ), (ii) Opco, as Borrowers' Agent, as provided in the Credit Agreement (as defined below) (iii) Deutsche Bank Trust Company Americas, in its capacity as collateral agent (together with its successors and permitted assigns in such capacity, the " Collateral Agent" ), and (iv) Deutsche Bank Trust Company Americas, in its capacity as depositary agent and as securities intermediary (together with its successors and permitted assigns in such capacity, the " Depositary Agent" ).

W I T N E S S E T H : WHEREAS, the Borrowers, various financial institutions named therein from time to time as Lenders, Deutsche Bank Trust Company Americas, as Collateral Agent, and BNP Paribas, as Administrative Agent and Arranger, have entered into a Credit Agreement, dated as of the date hereof (the " Credit Agreement" ), pursuant to which the parties to the Credit Agreement have set forth certain of their respective rights and obligations in respect of the financing of the Project pursuant to the Financing Documents, including (i) the conditions precedent to each Loan and (ii) certain representations, warranties, covenants, events of default, remedies and other terms and conditions with respect to the financing of the Project pursuant to the Financing Documents; WHEREAS, pursuant to the Credit Agreement, the Collateral Agent has been appointed as collateral agent with the authority to act on behalf of the Secured Parties with respect to the Collateral, including, without limitation, the Accounts established pursuant to this Account Agreement; WHEREAS, the parties hereto have agreed to enter into this Account Agreement in order to establish the Accounts and to set forth their respective rights and obligations in respect of the Project Revenues and the Accounts; and WHEREAS, the Borrowers and the Collateral Agent desire to appoint the Depositary Agent as depositary agent and securities intermediary to hold, invest and administer monies deposited into the Accounts pursuant to this Account Agreement; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:


ARTICLE I.

DEFINITIONS Section 1.1 Capitalized Terms . Each capitalized term used herein and not otherwise defined herein shall have the meaning assigned to that term in Appendix A to the Credit Agreement. Section 1.2 Rules of Interpretation . Except as otherwise expressly provided herein, the rules of interpretation set forth in Appendix A to the Credit Agreement shall apply to this Account Agreement. Section 1.3 Joint and Several Obligations . (a) Subject to Section 1.3(b), the Obligations of each Borrower under this Agreement and each other Financing Document to which any Borrower is a party shall constitute the joint and several obligations of all Borrowers, and references to any Borrower or to the Borrowers in this Agreement and such other Financing Documents shall mean and include all Borrowers or, where the context permits, any of the Borrowers. All representations, warranties, undertakings, agreements and obligations of each Borrower expressed or implied in this Agreement or any other Financing Document shall, unless the context requires otherwise, be deemed to be made, given or assumed by the Borrowers jointly and severally. (b) Each of the Borrowers hereby confirms that it is the intention of all such Persons that this Agreement and the other Financing Documents and the Obligations of each Borrower hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law, to the extent applicable to this Agreement or such other Financing Documents and the Obligations of each Borrower hereunder and thereunder. To effectuate the foregoing intention, the Borrowers hereby irrevocably agree that the Obligations of each Borrower at any time shall be limited to the maximum amount as will result in the Obligations of such Borrower not constituting a fraudulent transfer or conveyance.

ARTICLE II.

APPOINTMENT OF DEPOSITARY AGENT; ESTABLISHMENT OF ACCOUNTS Section 2.1 Appointment of Depositary Agent . (a) Deutsche Bank Trust Company Americas hereby agrees to act as Depositary Agent and as " securities intermediary" (as defined in Section 8.5) hereunder and to accept all cash, payments, other amounts and Permitted Investments to be delivered to or held by the Depositary Agent pursuant to the terms of this Account Agreement. The Depositary Agent shall maintain the Accounts during the term of this Account Agreement and shall treat the cash, instruments and securities in the Accounts as monies, instruments and securities pledged by each Borrower to the Collateral Agent for the benefit of the Secured Parties to be held in the custody of the Depositary Agent, as agent for the Collateral Agent (on behalf of the Secured Parties), in accordance with the provisions of this


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Account Agreement and the UCC. In performing its functions and duties under this Account Agreement, the Depositary Agent shall act solely as agent for the Collateral Agent (on behalf of the Secured Parties) and, except in such capacity, does not assume and shall not be deemed to have assumed any relationship of agency or trust with or for the Borrower. (b) The Borrowers shall not exercise any rights against or in respect of monies held in the Accounts, as third party beneficiary or otherwise, except that the Borrowers' Agent shall have the right to make requisitions of monies held in the Accounts and to direct the investment of monies held in the Accounts, in each case in accordance with the terms of this Account Agreement. Section 2.2 Establishment of Accounts and Sub-Accounts . (a) The Borrowers hereby establish with the Depositary Agent the following accounts, each of which shall be a non-interest bearing, special, segregated and irrevocable securities account which shall be maintained by the Depositary Agent at all times until the termination of this Account Agreement (each, an " Account" and, collectively, the " Accounts" ): (i) Buffalo Lake Construction Account; (ii) Pioneer Trail Construction Account; (iii) Opco Equity Contribution Account; (iv) Project Revenues Collection Account; (v) Operating Account; (vi) Maintenance Capital Expense Account; (vii) Debt Service and Related Payments Account; (viii) Debt Service Reserve Account; (ix) ECF Sweep Account; (x) Tax Distributions Account; (xi) Hedging Reserve Account; (xii) Prepayment Holding Account; (xiii) VEETC Holding Account; (xiv) Distribution Account; (xv) Loss Proceeds Account; (xvi) Cargill Loss Proceeds Account; and


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(xvii) Project Document Claims Account.

The account numbers of the Accounts established hereunder on the date hereof are set forth on Schedule I hereto. (b) Certain additional accounts related to the Accounts shall be established and created from time to time in accordance with this Account Agreement or at the direction of the Collateral Agent and, for ease of administration, the Depositary Agent may, with the consent of the Collateral Agent and upon notice to the Borrowers, establish and create other accounts related to the Accounts (and each Borrower hereby consents to such establishment and creation). In the event that, in accordance with this Account Agreement, the Depositary Agent is required to segregate certain monies in an Account from any other amounts on deposit in such Account pending application in accordance with this Account Agreement, the Depositary Agent shall either (i) hold such monies in such Account for use solely for such application or (ii) if requested by the Collateral Agent, create a separate account for such purpose. Any account established in accordance with this Section 2.2(b) shall hereinafter be referred to as a " Sub-Account" . (c) Each of the Accounts shall be in the name of the Collateral Agent as Secured Party. All amounts from time to time held in each Account shall be held (i) subject to the Lien of the Collateral Agent for the benefit of the Secured Parties, and (ii) in the custody of the Depositary Agent for the purposes and on the terms set forth in this Account Agreement. All such amounts shall constitute a part of the Collateral and shall not constitute payment of any Obligation of the Borrowers until applied for such purpose as hereinafter provided. (d) Opco has established and shall maintain a demand deposit account at Wells Fargo Bank, National Association (the " Opco Local Bank" ) Account No.: 4121405161, ABA No.: 121000248, called the Opco Payment Account, into which funds shall be transferred from the Operating Account as hereinafter provided (the " Opco Payment Account" ). The Opco Payment Account shall at all times remain subject to a Deposit Account Control Agreement in the form attached hereto as Exhibit D, it being understood that if at any time such Deposit Account Control Agreement shall cease to be in full force and effect, all monies at the time on deposit in the Opco Payment Account shall be transferred into the Operating Account. (e) Buffalo Lake has established and shall maintain a demand deposit account at Wells Fargo Bank, National Association (the " Buffalo Lake Local Bank" ) Account No.: 4121405187, ABA No.: 121000248, called the Buffalo Lake Payment Account, into which funds shall be transferred from the Operating Account as hereinafter provided (the " Buffalo Lake Payment Account" ). The Buffalo Lake Payment Account shall at all times remain subject to a Deposit Account Control Agreement in the form attached hereto as Exhibit D, it being understood that if at any time such Deposit Account Control Agreement shall cease to be in full force and effect, all monies at the time on deposit in the Buffalo Lake Payment Account shall be transferred into the Operating Account. (f) Pioneer Trail has established and shall maintain a demand deposit account at Wells Fargo Bank, National Association (the " Pioneer Trail Local Bank" ) Account No.: 4121405179, ABA No.: 121000248, called the Pioneer Trail Payment Account, into which funds shall be transferred from the Operating Account as hereinafter provided (the " Pioneer Trail


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Payment Account" , together with the Opco Payment Account and Buffalo Lake Payment Account, the " Payment Accounts" ). The Pioneer Trail Payment Account shall at all times remain subject to a Deposit Account Control Agreement in the form attached hereto as Exhibit D, it being understood that if at any time such Deposit Account Control Agreement shall cease to be in full force and effect, all monies at the time on deposit in the Pioneer Trail Payment Account shall be transferred into the Operating Account. Section 2.3 Security Interest . As collateral security for the prompt and complete payment and performance when due of the Obligations, each Borrower hereby pledges, assigns, hypothecates, transfers and grants to the Collateral Agent for the benefit of the Secured Parties and hereby grants to the Collateral Agent a first-priority Lien on and security interest in and to, all of its right, title and interest in and to (a) each Account and Sub-Account and the respective Payment Account, (b) all cash, instruments, investment property and other financial assets at any time on deposit in or credited to any Account or Sub-Account or to the Payment Accounts, including all income, earnings and distributions thereon and all proceeds, products and accessions of and to any and all of the foregoing, including whatever is received or receivable upon any collection, exchange, sale or other disposition of any of the foregoing and any Property into which any of the foregoing is converted, whether cash or non-cash proceeds, and any and all other amounts paid or payable under or in connection with any of the foregoing and all " security entitlements" (as defined in Section 8.5 hereof) of the Borrowers in any and all of the foregoing (collectively, the " Account Agreement Collateral" ). The Depositary Agent is acting as the agent of the Collateral Agent, for the benefit of the Secured Parties, for the purpose of receiving payments contemplated hereunder and for the purpose of perfecting the Lien of the Collateral Agent for the benefit of the Secured Parties in and to the Accounts and the Sub-Accounts and the other Account Agreement Collateral; provided , that the Depositary Agent shall not be responsible to take any action to perfect such Lien except through the performance of its express obligations hereunder or upon the written direction of the Collateral Agent (acting on the instruction of the Administrative Agent), on behalf of the Secured Parties, complying in all respects with this Account Agreement. Each of the Accounts and the Sub-Accounts shall at all times be in the exclusive possession of, and under the exclusive domain and control of, the Depositary Agent, as agent for the Collateral Agent, for the benefit of the Secured Parties. This Account Agreement constitutes a " security agreement" as defined in Article 9 of the Uniform Commercial Code as adopted in the State of New York (as amended from time to time, the " UCC" ). Section 2.4 Control . Each Borrower hereby irrevocably directs, and the Depositary Agent (in its capacity as " securities intermediary" ) hereby agrees, that the Depositary Agent will comply with all instructions and orders (including entitlement orders) regarding each Account and each Sub-Account originated by the Collateral Agent without the further consent of the Borrowers or any other Person. In the case of a conflict between any instruction or order originated by the Collateral Agent and any instruction or order originated by any other Person other than a court of competent jurisdiction, the instruction or order originated by the Collateral Agent shall prevail.


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ARTICLE III.

DEPOSITS INTO ACCOUNTS. Section 3.1 Buffalo Lake Construction Account . The following amounts shall be deposited into the Buffalo Lake Construction Account from time to time directly, or if received by the Borrowers or the Collateral Agent, as soon as practicable upon receipt: (a) the proceeds of all Buffalo Lake Construction Loans; (b) all proceeds of the Excess Construction Loan Commitment relating to the Pioneer Trail Construction Loan Commitment to be applied to Buffalo Lake Project Costs; (c) all proceeds of the Buffalo Lake Payment and Performance Bond provided pursuant to the Buffalo Lake EPC Contract, Delay Liquidated Damages or delayed start up insurance, which shall be deposited in a Sub-Account within the Buffalo Lake Construction Account created for such purpose); (d) all amounts required to be deposited into the Buffalo Lake Construction Account pursuant to Section 4.2(a)(iii); and (e) all Equity Contributions made to Buffalo Lake prior to the Conversion Date. Section 3.2 Pioneer Trail Construction Account . The following amounts shall be deposited into the Pioneer Trail Construction Accounts from time to time directly, or if received by the Borrowers or the Collateral Agent, as soon as practicable upon receipt: (a) the proceeds of all Pioneer Trail Construction Loans; (b) all proceeds of the Excess Construction Loan Commitment relating to the Buffalo Lake Construction Loan Commitment to be applied to Pioneer Trail Project Costs; (c) all proceeds of the Pioneer Trail Payment and Performance Bond provided pursuant to the Pioneer Trail EPC Contract, Delay Liquidated Damages or delayed start up insurance, which shall be deposited in a Sub-Account within the Pioneer Trail Construction Account created for such purpose); (d) all amounts required to be deposited into the Pioneer Trail Construction Account pursuant to Section 4.2(a)(iii); and (e) all Equity Contributions made to Pioneer Trail prior to the Conversion Date. Section 3.3 Opco Equity Contribution Account . On or prior to the Closing Date, the Borrowers shall cause an amount equal to the amount specified to be deposited into the Opco


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Equity Contribution Account pursuant to Section 3.1(c) of the Credit Agreement to be deposited into the Opco Equity Contribution Account. Section 3.4 Project Revenues Collection Account . The following amounts shall be deposited into the Project Revenues Collection Account from time to time directly, or if received by the Borrowers or the Collateral Agent, as soon as practicable upon receipt: (a) all Project Revenues, other than Delay Liquidated Damages or delayed start up insurance proceeds to be deposited into the Construction Accounts as provided in Sections 3.1 and 3.2; (b) all proceeds from Dispositions as permitted by the Credit Agreement, but only to the extent such proceeds are not required to be deposited into the Debt Service and Related Payments Account in accordance with Section 3.9 below; (c) net amounts receivable by or on behalf of any Borrower under any Hedging Agreements other than the Required Hedging Agreements; (d) except as otherwise provided in this Article III, all other income (howsoever earned), revenue (howsoever generated) and proceeds of any nature whatsoever received by or on behalf of any Borrower; (e) except as set forth in Section 3.7 below or except as otherwise provided in the Credit Agreement, the proceeds of all Working Capital Loans borrowed by or on behalf of any Borrower; and (f) all other amounts remitted to the Depositary Agent for deposit in the Project Revenues Collection Account by any other Secured Party under any of the Financing Documents. Section 3.5 Debt Service and Related Payments Account . All amounts paid to the Borrowers pursuant to the Required Hedging Agreements shall be deposited in the Debt Service and Related Payments Account for application in accordance with Section 4.4. Section 3.6 Loss Proceeds Account . All Loss Proceeds (other than any Loss Proceeds from an Event of Loss relating to the Property that is the subject of a Grain Facility Lease) shall be deposited in the Loss Proceeds Account for application in accordance with Section 4.13. Section 3.7 Hedging Reserve Account . All Working Capital Loans drawn for the purpose of paying margin calls pursuant to the Hedging Agreements entered into in accordance with the Risk Management Policy shall be: (i) deposited in the Hedging Reserve Account for application in accordance with Section 4.11; or (ii) transferred directly to the Margin Account in relation to such Hedging Agreements; or (iii) with prior written notice to the Administrative Agent, paid directly to the hedging counterparties provided that such payments are permitted under the Risk Management Policy and under Section 5.31 of the Credit Agreement, as the case may be.


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Section 3.8 Project Document Claims Account . All amounts received in respect of any Project Document Claim shall be deposited in the Project Document Claims Account for application in accordance with Section 4.14. Section 3.9 Disposition Proceeds . All proceeds from Dispositions, to the extent such proceeds are required to be applied to prepay the outstanding Loans pursuant to Section 6.3(c) of the Credit Agreement, shall be deposited directly into the Debt Service and Related Payments Account and applied to such prepayment. Section 3.10 Payment Instructions . Each Borrower hereby represents and warrants that it has irrevocably authorized and instructed the EPC Contractor, the Operator and Cargill, and no later than the Closing Date in respect of all other Project Participants and upon entry into any Additional Project Document, each Borrower shall irrevocably authorize and instruct each such other Project Participant and each Project Participant party to such Additional Project Document from whom amounts described in this Article III may be received, to pay such amounts directly to the Depositary Agent for deposit in the relevant Account as specified in this Article III. If, notwithstanding the foregoing, any Borrower receives any such amount, it shall hold such amount in trust for and on behalf of the Collateral Agent, segregated from its other funds, and shall immediately deliver such amount in the exact form received, with any necessary endorsements and adequately identified as to its origin, to the Depositary Agent for deposit in the relevant Account specified in this Article III in accordance with this Account Agreement. Section 3.11 Inadequately Identified Amounts . In the event that the Collateral Agent receives any amount which is inadequately or incorrectly identified as to the Account into which such amount is to be credited, the Collateral Agent shall notify the Administrative Agent of such event and shall request instructions as to the Account into which such amount should be credited. The Collateral Agent shall credit such amount to the Project Revenues Collection Account and segregate and hold such amount in such Account until such time as the Collateral Agent receives instructions from the Administrative Agent stating that such amount should be credited to another Account in accordance with this Agreement, in which case the Collateral Agent shall credit such amount to the Account designated by the Administrative Agent.

ARTICLE IV.

TRANSFERS FROM ACCOUNTS Section 4.1 Construction Accounts . (a) Except as otherwise provided in this Account Agreement, amounts held in the Buffalo Lake Construction Account shall be applied solely for the payment of Buffalo Lake Project Costs due and payable on any Requisition Date in accordance with the disbursement procedures hereinafter described in this Section 4.1. (b) Except as otherwise provided in Section 4.1(i) hereof, as a condition precedent to any withdrawal and transfer from the Buffalo Lake Construction Account on any Requisition Date, there shall be delivered to the Depositary Agent (with a copy to the Administrative Agent) no less than three Business Days prior to such Requisition Date a Buffalo Lake Construction Requisition signed by an Authorized Officer of the Borrowers' Agent in respect of such Requisition Date, together with a copy of an Independent Engineer' s certificate


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in the form attached as Exhibit D-2 to the Credit Agreement, in each case containing no exceptions or qualifications which are reasonably unsatisfactory to the Administrative Agent. (c) On each Requisition Date, following receipt of the documentation described in Section 4.1(b) and so long as the Depositary Agent shall not have received prior to such Requisition Date a written objection from the Administrative Agent stating that a Default or an Event of Default has occurred and is continuing, or that the conditions set forth in Section 3.3 of the Credit Agreement have not been satisfied as of such date, or that such documentation contains exceptions or qualifications which are reasonably unsatisfactory to the Administrative Agent, the Depositary Agent shall make payments in accordance with the related Buffalo Lake Construction Requisition by transferring monies from the Buffalo Lake Construction Account directly to the payees of such Buffalo Lake Project Costs as are set forth in such Construction Requisition, which Project Costs shall include, for the avoidance of doubt, drawdown fees and interest on the Mezzanine Debt due and payable prior to the Conversion Date to the extent permitted under Section 5.16(b) of the Credit Agreement. (d) The proceeds of any payment prior to the Conversion Date in respect of any proceeds of the Buffalo Lake Payment and Performance Bond provided pursuant to the Buffalo Lake EPC Contract, Delay Liquidated Damages or delayed startup insurance shall be deposited into a Sub-Account related to the Buffalo Lake Construction Account in accordance with Section 3.1(c) hereof and applied solely to the payment of Buffalo Lake Project Costs consisting of interest and fees on the Buffalo Lake Construction Loans and Buffalo Lake Operation and Maintenance Expenses (to the extent not already paid pursuant to Section 4.2(a)(i)), in each case due or accrued on or prior to the Conversion Date, in accordance with the disbursement procedure described in Section 4.1(c) hereof. (e) Except as otherwise provided in this Account Agreement, amounts held in the Pioneer Trail Construction Account shall be applied solely for the payment of Pioneer Trail Project Costs due and payable on any Requisition Date in accordance with the disbursement procedures hereinafter described in this Section 4.1. (f) Except as otherwise provided in Section 4.1(i) hereof, as a condition precedent to any withdrawal and transfer from the Pioneer Trail Construction Account on any Requisition Date, there shall be de ...