Common use of Credit Support Clause in Contracts

Credit Support. There shall be an Independent Amount with respect to Counterparty for each Transaction equal to the Reference Amount for such Reference Obligation multiplied by the percentage set forth in Annex I under the caption “Independent Amount Percentage”. Notwithstanding anything in the Credit Support Annex (the “Credit Support Annex”) to the Schedule to the Master Agreement to the contrary, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in the Credit Support Annex): (a) With respect to each Transaction to which this Confirmation relates, a single “Independent Amount” shall be applicable to Counterparty in an amount equal to the Notional Amount with respect to such Transaction (or, in the case of any increase of the Notional Amount under any Transaction, the amount of such increase) multiplied by the percentage set forth in Clause 9(b) under the caption “Independent Amount Percentage”. Not later than one Business Day after the Obligation Trade Date with respect to any Transaction (or the date of any increase in the related Independent Amount), Counterparty as Pledgor will Transfer to Citibank as Secured Party Eligible Collateral having a Value as of the date of Transfer equal to the related Independent Amount (or increase in the related Independent Amount) determined pursuant this Clause 9(a). (b) With respect to each Transaction to which this Confirmation relates, the “Independent Amount Percentage” applicable to such Transaction will be equal to: Condition Independent Amount Percentage (i) Except as indicated in clauses (ii) and (iii) below, with respect to any Transaction: 25% (ii) Except as indicated in clause (iii) below, with respect to any Transaction relating to a Specified Reference Obligation: Such percentage as Citibank shall specify on or prior to the Obligation Trade Date for such Transaction (iii) With respect to any Transaction relating to a Reference Obligation whose Reference Entity is the subject of a Credit Event: Such percentage as Citibank shall specify from time to time in its sole discretion in a notice to Counterparty (c) In no event shall Citibank as Secured Party be obligated to Transfer Posted Credit Support in respect of a Return Amount to Counterparty as Pledgor if (i) the Value as of any Valuation Date of all Posted Credit Support Transferred to Citibank as secured party pursuant to Clause 9(a) and not returned to Counterparty would be less than (ii) the aggregate of all Independent Amounts determined pursuant to Clause 9(a). (d) Solely for the purpose of determining any Delivery Amount or Return Amount pursuant to the Credit Support Annex, (i) in no event shall Counterparty as a Secured Party have any positive “Exposure” to Citibank with respect to the Transactions (in aggregate) to which this Confirmation relates and (ii) without limiting Clause 3(a)(iii) or 9(e), in no event shall Citibank as a Secured Party have any positive “Exposure” to Counterparty with respect to the Transactions (in aggregate) to which this Confirmation relates. (e) If (i) the Net Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date and (ii) Citibank gives notice thereof to Counterparty on any Business Day, Counterparty shall, no later than one Business Day after the date of such notice from Citibank, effect the Transfer to Citibank as Secured Party of Eligible Collateral such that the Net Collateral Value Percentage after giving effect to such Transfer is at least equal to the Cure Threshold. In addition, Counterparty may, on any Business Day, effect the Transfer to Citibank as Secured Party of any additional Eligible Collateral. (f) Notwithstanding anything in this Confirmation to the contrary (including in Clause 3(e)), if a Termination Trade Date occurs (i) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection with the occurrence of the Scheduled Termination Date (including pursuant to Clause 3(c)) or (iii) in connection with a termination of all Transactions at a time when Counterparty may not arrange sales of Terminated Obligations pursuant to Clause 4(a) by reason of the proviso therein, then, for purposes of determining the effect on the Return Amount with respect to the related Terminated Obligation, the Reference Amount of such Terminated Obligation shall not be reduced to zero until the Business Day next succeeding the Termination Settlement Date. (g) If Counterparty enters into any Transaction under the Master Agreement other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”), then the Credit Support Amount with respect to Counterparty as Pledgor shall never be less than the “Credit Support Amount” with respect to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions and (ii) without regard to the aggregate of all Independent Amounts applicable to Counterparty as Pledgor under this Confirmation. (i) Any Transfer required to be made pursuant to this Clause 9 shall be a Transfer made under the Credit Support Annex (and not a payment or delivery made under Section 2(a)(i) of the Master Agreement).

Credit Support. There shall be (a) In consideration of Party B entering into an Independent Amount agreement on the same material terms as this Agreement with respect to Counterparty for each Transaction equal to the Reference Amount for such Reference Obligation multiplied by the percentage set forth in Annex I under the caption “Independent Amount Percentage”. Notwithstanding anything in the Credit Support Annex Provider (the “Credit Support Annex”"Other Agreement") to and Transactions under the Schedule to Other Agreement on the Master Agreement to the contrarysame material economic terms as Transactions under this Agreement, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in the Credit Support Annex): (a) With respect Provider hereby unconditionally guarantees to each Transaction to Party B the payment by Party A of moneys which this Confirmation relates, are payable by Party A under a single “Independent Amount” shall be applicable to Counterparty in an amount equal to the Notional Amount with respect to such Relevant Swap Transaction (or, on terms set out in this Agreement and in the case of any increase of Confirmation for that Relevant Swap Transaction) (the Notional Amount under any Transaction, the amount of such increase"Payable Moneys") multiplied by the percentage set forth in Clause 9(b) under the caption “Independent Amount Percentage”. Not later than one Business Day after the Obligation Trade Date with respect to any Transaction (or the date of any increase Party B in the related Independent Amount), Counterparty as Pledgor will Transfer to Citibank as Secured event that Party Eligible Collateral having a Value as of the date of Transfer equal to the related Independent Amount (or increase A defaults in the related Independent Amount) determined pursuant this Clause 9(a)payment of those Payable Moneys. (b) With If Party B has not been, or Party A reasonably expects that Party B is not going to be, paid all or any part of the presently payable Payable Moneys by Party A, then Party A or Party B may by notice to the Credit Support Provider demand payment of the Payable Moneys in respect of which demand is being made. The Credit Support Provider's obligations to each Transaction to which this Confirmation relatespay, within the applicable grace period, the “Independent Amount Percentage” applicable to presently payable Payable Moneys which have not been paid by Party A shall not, however, be conditional upon the Credit Support Provider receiving such Transaction will be equal to: Condition Independent Amount Percentage (i) Except as indicated in clauses (ii) and (iii) below, with respect to any Transaction: 25% (ii) Except as indicated in clause (iii) below, with respect to any Transaction relating to a Specified Reference Obligation: Such percentage as Citibank shall specify on or prior to the Obligation Trade Date for such Transaction (iii) With respect to any Transaction relating to a Reference Obligation whose Reference Entity is the subject notice of a Credit Event: Such percentage as Citibank shall specify from time to time in its sole discretion in a notice to Counterpartydemand. (c) In no event shall Citibank as Secured Party be obligated to Transfer Posted The Credit Support in respect Provider agrees that it will not, unless and until all the present and prospective Payable Moneys have been paid, exercise any rights of a Return Amount subrogation which it may acquire due to Counterparty as Pledgor if (i) the Value as its payment of any Valuation Date of all Posted Credit Support Transferred to Citibank as secured party pursuant to Clause 9(a) and not returned to Counterparty would be less than (ii) the aggregate of all Independent Amounts determined pursuant to Clause 9(aPayable Moneys under section 20(a). (d) Solely for the purpose of determining any Delivery Amount or Return Amount pursuant to All payments by the Credit Support Annex, (i) Provider shall be made in no event shall Counterparty as a Secured Party have any positive “Exposure” to Citibank with respect to the Transactions (currency in aggregate) to which this Confirmation relates and (ii) without limiting Clause 3(a)(iii) or 9(e), in no event shall Citibank as a Secured Party have any positive “Exposure” to Counterparty with respect to the Transactions (in aggregate) to which this Confirmation relatesPayable Moneys are denominated. (e) If (i) Party B agrees that, without affecting its rights under clause 21, to the Net Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date and (ii) Citibank gives notice thereof to Counterparty on any Business Day, Counterparty shall, no later than one Business Day after the date of such notice from Citibank, effect the Transfer to Citibank as Secured Party of Eligible Collateral such extent that the Net Collateral Value Percentage after giving effect Credit Support Provider pays the Payable Moneys and thereby avoids or remedies a default by Party A, Party B shall not be entitled to designate an Early Termination Date in respect of that default by Party A, and such Transfer is at least equal a payment by the Credit Support Provider shall be deemed to the Cure Threshold. In addition, Counterparty may, on any Business Day, effect the Transfer be an "actual payment" as referred to Citibank as Secured Party in line 6 of any additional Eligible Collateralsection 2(e) of this Agreement. (f) Notwithstanding anything in The provisions of this Confirmation to the contrary (including in Clause 3(e)), if a Termination Trade Date occurs (i) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection with the occurrence section 20 shall constitute irrevocable obligations of the Scheduled Termination Date (including pursuant to Clause 3(c)) or (iii) in connection with Credit Support Provider until a termination notice of all Transactions at revocation is served by the Credit Support Provider on Party B, but such a time when Counterparty may notice cannot arrange sales of Terminated Obligations pursuant to Clause 4(a) by reason of the proviso therein, then, for purposes of determining the effect on the Return Amount with respect to the related Terminated Obligation, the Reference Amount of such Terminated Obligation and shall not be reduced to zero until served without the Business Day next succeeding prior written consent of Party A, the Termination Settlement DateNote Trustee and the Trust Manager in consultation with the Designated Rating Agencies. (g) If Counterparty enters into any Transaction under the Master Agreement other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”), then the Credit Support Amount with respect to Counterparty as Pledgor shall never be less than the “Credit Support Amount” with respect to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions and (ii) without regard to the aggregate of all Independent Amounts applicable to Counterparty as Pledgor under this Confirmation. (i) Any Transfer required to be made pursuant to this Clause 9 shall be a Transfer made under the Credit Support Annex (and not a payment or delivery made under Section 2(a)(i) of the Master Agreement).

Credit Support. There (a) As security for the prompt and complete payment of all Obligations, the Company hereby pledges, assigns, conveys and transfers to Aron as margin, and hereby grants to Aron a present and continuing security interest in and to, and a general first lien upon and right of set off against, to amount of U.S. dollars constituting the Initial Margin Amount and all interest and other proceeds from time to time received, receivable or otherwise distributed in respect thereof, or in exchange therefor; provided that (i) the Company shall be an Independent effect such pledge, assignment, conveyance and transfer of the Initial Margin Amount as and when required under Section 4.3 hereof and (ii) once the full amount of the Initial Margin Amount has been so pledge, assigned conveyed and transferred, the Company agrees that for the duration of the Term, it shall maintain such pledge, assignment, conveyance and transfer and take such action as Aron reasonably requests in order to perfect Aron’s continuing security interest in, and lien on (and right of setoff against), such amount. Notwithstanding the provisions of Applicable Law, if no Event of Default has occurred and is continuing with respect to Counterparty for each Aron, then Aron shall have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise use in its business all or any portion of the Initial Margin Amount, free from any claim or right of any nature whatsoever of the Company, including any equity or right of redemption by the Company. Nothing in this Section 13.4(a) shall limit any rights of Aron under any other provision of this Agreement or any other Transaction equal Documents, including without limitation, under Section 13.4(b) or Article 19 below. Aron will exercise reasonable care to assure the safe custody of the Initial Margin Amount to the Reference Amount for such Reference Obligation multiplied extent required by the percentage set forth in Annex I under the caption “Independent Amount Percentage”. Notwithstanding anything in the Credit Support Annex (the “Credit Support Annex”) to the Schedule to the Master Agreement to the contrary, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in the Credit Support Annex): (a) With respect to each Transaction to which this Confirmation relates, a single “Independent Amount” shall be applicable to Counterparty in an amount equal to the Notional Amount with respect to such Transaction (or, in the case of any increase of the Notional Amount under any Transaction, the amount of such increase) multiplied by the percentage set forth in Clause 9(b) under the caption “Independent Amount Percentage”. Not later than one Business Day after the Obligation Trade Date with respect to any Transaction (or the date of any increase in the related Independent Amount), Counterparty as Pledgor will Transfer to Citibank as Secured Party Eligible Collateral having a Value as of the date of Transfer equal to the related Independent Amount (or increase in the related Independent Amount) determined pursuant this Clause 9(a)Applicable Law. (b) With respect to each Transaction to which this Confirmation relatesAs further security for the prompt and complete payment of all amounts due or that may become due hereunder, the “Independent Amount Percentage” applicable Company shall grant the Lien contemplated by, comply with the terms of and maintain in full force and effect the Lien Documents and assist Aron in maintaining any UCC financing statements or other filings necessary to such Transaction will be equal to: Condition Independent Amount Percentage (i) Except as indicated in clauses (ii) and (iii) below, with respect to any Transaction: 25% (ii) Except as indicated in clause (iii) below, with respect to any Transaction relating to a Specified Reference Obligation: Such percentage as Citibank shall specify on or prior to the Obligation Trade Date for such Transaction (iii) With respect to any Transaction relating to a Reference Obligation whose Reference Entity is the subject of a Credit Event: Such percentage as Citibank shall specify from time to time in its sole discretion in a notice to Counterparty (c) In no event shall Citibank as Secured Party be obligated to Transfer Posted Credit Support in respect of a Return Amount to Counterparty as Pledgor if (i) the Value as of any Valuation Date of all Posted Credit Support Transferred to Citibank as secured party pursuant to Clause 9(a) and not returned to Counterparty would be less than (ii) the aggregate of all Independent Amounts determined pursuant to Clause 9(a). (d) Solely for the purpose of determining any Delivery Amount or Return Amount preserve Aron’s Liens pursuant to the Credit Support Annex, (i) in no event shall Counterparty as a Secured Party have any positive “Exposure” to Citibank with respect to the Transactions (in aggregate) to which this Confirmation relates and (ii) without limiting Clause 3(a)(iii) or 9(e), in no event shall Citibank as a Secured Party have any positive “Exposure” to Counterparty with respect to the Transactions (in aggregate) to which this Confirmation relatesLien Documents. (e) If (i) the Net Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date and (ii) Citibank gives notice thereof to Counterparty on any Business Day, Counterparty shall, no later than one Business Day after the date of such notice from Citibank, effect the Transfer to Citibank as Secured Party of Eligible Collateral such that the Net Collateral Value Percentage after giving effect to such Transfer is at least equal to the Cure Threshold. In addition, Counterparty may, on any Business Day, effect the Transfer to Citibank as Secured Party of any additional Eligible Collateral. (f) Notwithstanding anything in this Confirmation to the contrary (including in Clause 3(e)), if a Termination Trade Date occurs (i) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection with the occurrence of the Scheduled Termination Date (including pursuant to Clause 3(c)) or (iii) in connection with a termination of all Transactions at a time when Counterparty may not arrange sales of Terminated Obligations pursuant to Clause 4(a) by reason of the proviso therein, then, for purposes of determining the effect on the Return Amount with respect to the related Terminated Obligation, the Reference Amount of such Terminated Obligation shall not be reduced to zero until the Business Day next succeeding the Termination Settlement Date. (g) If Counterparty enters into any Transaction under the Master Agreement other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”), then the Credit Support Amount with respect to Counterparty as Pledgor shall never be less than the “Credit Support Amount” with respect to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions and (ii) without regard to the aggregate of all Independent Amounts applicable to Counterparty as Pledgor under this Confirmation. (i) Any Transfer required to be made pursuant to this Clause 9 shall be a Transfer made under the Credit Support Annex (and not a payment or delivery made under Section 2(a)(i) of the Master Agreement).

Credit Support. There (a) Buyer acknowledges that in the course of the conduct by the PED Subsidiaries of their businesses, Seller and its subsidiaries (other than the PED Subsidiaries) have entered into various arrangements (i) in which guarantees (including of performance under contracts or agreements), letters of credit or other credit arrangements, including surety and performance bonds and deposits, were issued by or for the account of Seller and its subsidiaries (other than the PED Subsidiaries) for the benefit of the PED Subsidiaries or (ii) in which Seller and its subsidiaries (other than the PED Entities) are the primary or secondary obligors on debt instruments or financing or other contracts or agreements, in any such case to support or facilitate business transactions of the PED Subsidiaries. Such arrangements by such parties are hereinafter referred to as the "Credit Support Arrangement" and are set forth on Schedule 5.9. (b) Seller and Buyer shall cooperate with each other with a view to entering into arrangements effective as of the Closing whereby Buyer or one of its affiliates shall be an Independent Amount substituted for Seller or its subsidiaries (other than the PED Subsidiaries) with respect to Counterparty for each Transaction equal to the Reference Amount for such Reference Obligation multiplied by the percentage set forth in Annex I under the caption “Independent Amount Percentage”. Notwithstanding anything in of the Credit Support Annex (the “Credit Support Annex”) Arrangements, and Buyer shall use its reasonable commercial efforts to effect such substitutions at Closing. If such substitution cannot be effected in accordance with this Section 5.9 prior to the Schedule to the Master Agreement to the contrary, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in the Credit Support Annex): (a) With respect to each Transaction to which this Confirmation relates, a single “Independent Amount” shall be applicable to Counterparty in an amount equal to the Notional Amount with respect to such Transaction (or, in the case of any increase of the Notional Amount under any Transaction, the amount of such increase) multiplied by the percentage set forth in Clause 9(b) under the caption “Independent Amount Percentage”. Not later than one Business Day after the Obligation Trade Closing Date with respect to any Transaction (Credit Support Arrangement, Buyer shall cause the applicable PED Subsidiary party to such Credit Support Arrangement to continue the Credit Support Arrangement in place in accordance with its terms and Buyer shall indemnify Seller against any and all liabilities, obligations and Losses arising out of or in connection with such Credit Support Arrangement. Seller and Buyer shall continue to cooperate with each other following the date of any increase in the related Independent Amount), Counterparty as Pledgor will Transfer to Citibank as Secured Party Eligible Collateral having a Value as of the date of Transfer equal to the related Independent Amount (or increase in the related Independent Amount) determined pursuant this Clause 9(a). (b) With Closing Date with respect to each Transaction to which this Confirmation relates, completing the “Independent Amount Percentage” applicable to such Transaction will be equal to: Condition Independent Amount Percentage (i) Except as indicated in clauses (ii) and (iii) below, substitution of Buyer or one of its affiliates with respect to any Transaction: 25% (ii) Except as indicated in clause (iii) below, with respect to any Transaction relating to a Specified Reference Obligation: Such percentage as Citibank shall specify on or Credit Support Arrangements for which substitution is not completed prior to the Obligation Trade Date for such Transaction (iii) With respect to any Transaction relating to a Reference Obligation whose Reference Entity is the subject of a Credit Event: Such percentage as Citibank shall specify from time to time in its sole discretion in a notice to Counterparty (c) In no event shall Citibank as Secured Party be obligated to Transfer Posted Credit Support in respect of a Return Amount to Counterparty as Pledgor if (i) the Value as of any Valuation Date of all Posted Credit Support Transferred to Citibank as secured party pursuant to Clause 9(a) and not returned to Counterparty would be less than (ii) the aggregate of all Independent Amounts determined pursuant to Clause 9(a). (d) Solely for the purpose of determining any Delivery Amount or Return Amount pursuant to the Credit Support Annex, (i) in no event shall Counterparty as a Secured Party have any positive “Exposure” to Citibank with respect to the Transactions (in aggregate) to which this Confirmation relates and (ii) without limiting Clause 3(a)(iii) or 9(e), in no event shall Citibank as a Secured Party have any positive “Exposure” to Counterparty with respect to the Transactions (in aggregate) to which this Confirmation relates. (e) If (i) the Net Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date and (ii) Citibank gives notice thereof to Counterparty on any Business Day, Counterparty shall, no later than one Business Day after the date of such notice from Citibank, effect the Transfer to Citibank as Secured Party of Eligible Collateral such that the Net Collateral Value Percentage after giving effect to such Transfer is at least equal to the Cure Threshold. In addition, Counterparty may, on any Business Day, effect the Transfer to Citibank as Secured Party of any additional Eligible Collateral. (f) Notwithstanding anything in this Confirmation to the contrary (including in Clause 3(e)), if a Termination Trade Date occurs (i) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection with the occurrence of the Scheduled Termination Date (including pursuant to Clause 3(c)) or (iii) in connection with a termination of all Transactions at a time when Counterparty may not arrange sales of Terminated Obligations pursuant to Clause 4(a) by reason of the proviso therein, then, for purposes of determining the effect on the Return Amount with respect to the related Terminated Obligation, the Reference Amount of such Terminated Obligation shall not be reduced to zero until the Business Day next succeeding the Termination Settlement Closing Date. (g) If Counterparty enters into any Transaction under the Master Agreement other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”), then the Credit Support Amount with respect to Counterparty as Pledgor shall never be less than the “Credit Support Amount” with respect to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions and (ii) without regard to the aggregate of all Independent Amounts applicable to Counterparty as Pledgor under this Confirmation. (i) Any Transfer required to be made pursuant to this Clause 9 shall be a Transfer made under the Credit Support Annex (and not a payment or delivery made under Section 2(a)(i) of the Master Agreement).

Credit Support. There shall be an Independent Amount with respect to Counterparty for each Transaction equal On or prior to the Reference Amount Closing, Purchaser shall use its commercially reasonable efforts (x) to arrange for such Reference Obligation multiplied by the percentage set forth in Annex I under the caption “Independent Amount Percentage”. Notwithstanding anything in replacements of the Credit Support Annex (listed on Section 5.10 of the “Disclosure Schedule and each other Credit Support Annex”entered into in accordance with Section 5.01 and for which Seller has provided written notice to Purchaser in respect thereof, and (y) to secure the Schedule unconditional release of the Seller and the other Retained Companies from such Credit Support, including by taking such actions reasonably necessary to effect such release, including by providing guarantees, letters of credit or other credit support in form and substance reasonably satisfactory to the Master Agreement to Purchaser and the contrary, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in the Credit Support Annex): (a) With respect to each Transaction to which this Confirmation relates, a single “Independent Amount” shall be applicable to Counterparty in an amount equal to the Notional Amount Seller with respect to such Transaction Credit Support. The Seller agrees to provide reasonable assistance to support the Purchaser in arranging for such replacement of Credit Support; provided that the Seller shall not be required to take any Non-Required Action. Until the earlier of (orx) twelve (12) months after the Closing Date (provided, in that such date may be extended for up to six (6) months after such initial twelve (12) month period with at least thirty (30) days’ prior written notice by the case of any increase Purchaser to the Seller and upon mutual consent of the Notional Amount parties, which consent shall not be unreasonably withheld, conditioned or delayed) and (y) the date that Purchaser is able to arrange a replacement for the Seller or its Affiliates for any Credit Support pursuant to the foregoing, Seller shall (A) maintain the effectiveness of each Credit Support, (B) not amend or modify such Credit Support in a manner materially adverse to the Purchaser or any Acquired Company without Purchaser’s prior written consent, (C) use commercial reasonably efforts to renew and replace any Credit Support that lapses or terminates in accordance with its terms (provided that Seller shall not renew or replace any Credit Support in a manner that is materially adverse to the Purchaser or any Acquired Company without Purchaser’s prior written consent and Seller shall not be deemed to be in breach of this Section 5.10 if Purchaser fails to provide such prior written consent before such termination so long as Seller has provided reasonable advanced notice thereof) and (D) promptly notify the Purchaser from time to time upon the Seller becoming aware of (x) any Credit Support not listed on Section 5.10 and (y) any claim being made by any Credit Support provider under any Transaction, the amount of such increase) multiplied by the percentage set forth in Clause 9(b) under the caption “Independent Amount Percentage”Credit Support. Not later than one Business Day For all periods after the Obligation Trade Date Closing when any Credit Support remains outstanding, Purchaser and the Acquired Companies (a) shall continue to use commercially reasonable efforts to accomplish such replacement and obtain such unconditional release of Seller and the Retained Companies for such Credit Support that exists (provided that with respect to any Transaction (or the date of any increase in the related Independent Amount), Counterparty as Pledgor will Transfer to Citibank as Secured Party Eligible Collateral having a Value as Credit Support not listed on Section 5.10 of the date Disclosure Schedules, Purchaser shall only use commercially reasonable efforts after becoming actually aware of Transfer equal to the related Independent Amount (or increase in the related Independent Amountsuch Credit Support) determined pursuant this Clause 9(a). and (b) With respect to each Transaction to which this Confirmation relatesfor all periods after the Closing, the “Independent Amount Percentage” applicable Purchaser and the Acquired Companies shall indemnify and hold harmless the Retained Companies against, and reimburse the Retained Companies for, any and all amounts paid or otherwise reasonably incurred in connection with such Credit Support that had been disclosed to the Purchaser prior to the incurrence of any amounts paid or otherwise incurred in connection with such Transaction will be equal toCredit Support, including: Condition Independent Amount Percentage (i) Except as indicated in clauses all reasonable and documented out-of-pocket costs, fees and expenses required to maintain such Credit Support, whether or not any such Credit Support is accessed, drawn upon or required to be performed; and (ii) and (iii) below, amounts payable in connection with respect any Credit Support to any Transaction: 25% (ii) Except as indicated in clause (iii) below, with respect beneficiary of or counterparty to any Transaction relating to a Specified Reference Obligation: Such percentage as Citibank shall specify on or prior to the Obligation Trade Date for such Transaction (iii) Credit Support. With respect to any Transaction relating to a Reference Obligation whose Reference Entity is other Credit Support, Purchaser and the subject of a Credit Event: Such percentage as Citibank Acquired Companies shall specify from time to time in its sole discretion in a notice to Counterparty (c) In no event shall Citibank as Secured Party be obligated to Transfer Posted Credit Support in respect of a Return Amount to Counterparty as Pledgor if (i) indemnify and hold harmless the Value as of Retained Companies against and reimburse the Retained Companies for any Valuation Date of all Posted Credit Support Transferred to Citibank as secured party pursuant to Clause 9(a) and not returned to Counterparty would be less than (ii) the aggregate of all Independent Amounts determined pursuant to Clause 9(a). (d) Solely for the purpose of determining any Delivery Amount or Return Amount pursuant to the Credit Support Annex, (i) in no event shall Counterparty as a Secured Party have any positive “Exposure” to Citibank with respect to the Transactions (in aggregate) to which this Confirmation relates and (ii) without limiting Clause 3(a)(iii) or 9(e), in no event shall Citibank as a Secured Party have any positive “Exposure” to Counterparty with respect to the Transactions (in aggregate) to which this Confirmation relates. (e) If (i) the Net Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date and (ii) Citibank gives notice thereof to Counterparty on any Business Day, Counterparty shall, no later than one Business Day after the date of such notice from Citibank, effect the Transfer to Citibank as Secured Party of Eligible Collateral such that the Net Collateral Value Percentage after giving effect to such Transfer is at least equal to the Cure Threshold. In addition, Counterparty may, on any Business Day, effect the Transfer to Citibank as Secured Party of any additional Eligible Collateral. (f) Notwithstanding anything in this Confirmation to the contrary (including in Clause 3(e)), if a Termination Trade Date occurs (i) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection with the occurrence of the Scheduled Termination Date (including pursuant to Clause 3(c)) or (iii) in connection with a termination of all Transactions at a time when Counterparty may not arrange sales of Terminated Obligations pursuant to Clause 4(a) by reason of the proviso therein, then, for purposes of determining the effect on the Return Amount with respect to the related Terminated Obligation, the Reference Amount of such Terminated Obligation shall not be reduced to zero until the Business Day next succeeding the Termination Settlement Date. (g) If Counterparty enters into any Transaction under the Master Agreement other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”), then the Credit Support Amount with respect to Counterparty as Pledgor shall never be less than the “Credit Support Amount” with respect to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions and (ii) without regard to the aggregate of all Independent Amounts applicable to Counterparty as Pledgor under this Confirmation. (i) Any Transfer amounts required to be made pursuant funded by the Retained Companies to this Clause 9 shall be a Transfer made under satisfy the terms of such Credit Support Annex (but not the fees and not a payment or delivery made under Section 2(a)(i) of the Master Agreementexpenses required to maintain such Credit Support).

Credit Support. There shall be an Independent Amount with respect to Counterparty for each Transaction equal to the Reference Amount for such Reference Obligation multiplied by the percentage set forth in Annex I under the caption “Independent Amount Percentage”. Notwithstanding anything in the Credit Support Annex (the “Credit Support Annex”) to the Schedule to the Master Agreement to the contrary, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in the Credit Support Annex): (a) With respect Purchaser acknowledges that SLDI currently maintains certain credit instruments (the "ING Facility") for the benefit of SLD in connection with the Business retroceded by SLD to each Transaction to which this Confirmation relates, a single “Independent Amount” shall be applicable to Counterparty in an amount equal SLDI (the "Retroceded Business") pursuant to the Notional Amount with respect to such Transaction reinsurance agreements identified on Schedule 5.24(a) hereto (orthe "SLD-SLDI Retrocession Agreements") in the amount required, at any given time, in order to enable SLD to take full statutory reinsurance reserve credit for the case SLD-SLDI Retrocession Agreements (referred to herein as the "Excess Reserve Amount"). For the avoidance of any increase doubt and as a guide to the future calculation of the Notional Amount under any TransactionExcess Reserves Amount, the amount of such increase) multiplied by parties acknowledge and agree that the percentage set forth in Clause 9(b) under the caption “Independent Excess Reserves Amount Percentage”. Not later than one Business Day after the Obligation Trade Date with respect to any Transaction (or the date of any increase in the related Independent Amount), Counterparty as Pledgor will Transfer to Citibank as Secured Party Eligible Collateral having a Value as of the date of Transfer equal to the related Independent Amount (or increase in the related Independent Amount) determined pursuant this Clause 9(a)June 30, 2004 was $2,265,573,972.00. (b) With respect Purchaser shall use commercially reasonable efforts to each Transaction implement one or more permanent capital relief facilities or financing facilities, including without limitation trusts or other structured finance alternatives used to which this Confirmation relatescollateralize reinsurance reserve credit, specifically covering the “Independent Amount Percentage” applicable Retroceded Business and providing reasonably comparable security for SLD as described in the following sentence (any such facility being referred to herein as a "Purchaser Facility"). Upon the establishment of any Purchaser Facility and upon Sellers' review of such Purchaser Facility and reasonable satisfaction that the documentation relating to such Transaction will be equal to: Condition Independent Amount Percentage (i) Except as indicated in clauses (ii) and (iii) below, Purchaser Facility provides SLD with respect to any Transaction: 25% (ii) Except as indicated in clause (iii) below, with respect to any Transaction relating to a Specified Reference Obligation: Such percentage as Citibank shall specify on or prior to the Obligation Trade Date for such Transaction (iii) With respect to any Transaction relating to a Reference Obligation whose Reference Entity is the subject of a Credit Event: Such percentage as Citibank shall specify from time to time in its sole discretion in a notice to Counterparty (c) In no event shall Citibank as Secured Party be obligated to Transfer Posted Credit Support in respect of a Return Amount to Counterparty as Pledgor if (i) the Value as of any Valuation Date of all Posted Credit Support Transferred to Citibank as secured party pursuant to Clause 9(a) and not returned to Counterparty would be less than (ii) the aggregate of all Independent Amounts determined pursuant to Clause 9(a). (d) Solely for the purpose of determining any Delivery Amount or Return Amount pursuant to the Credit Support Annex, (i) in no event shall Counterparty as a Secured Party have any positive “Exposure” to Citibank security with respect to the Transactions (collateral used to obtain such reinsurance reserve credit that is reasonably comparable in aggregate) to which this Confirmation relates and (ii) without limiting Clause 3(a)(iii) or 9(e), in no event shall Citibank as a Secured Party have any positive “Exposure” to Counterparty with respect terms of protection against other creditors to the Transactions (in aggregate) security provided to which this Confirmation relates. (e) If SLD by the SLD Security Trust Agreement, the parties hereto agree to simultaneously (i) cause SLDI to recapture the Net Collateral Value Percentage on any Valuation Date Retroceded Business that is less than covered by such Purchaser Facility (the Termination Threshold on such Valuation Date and (ii"Recaptured Business") Citibank gives notice thereof to Counterparty on any Business Day, Counterparty shall, no later than one Business Day after the date of such notice from Citibank, effect the Transfer to Citibank as Secured Party of Eligible Collateral such that the Net Collateral Value Percentage after giving effect to such Transfer is at least equal to the Cure Threshold. In addition, Counterparty may, on any Business Day, effect the Transfer to Citibank as Secured Party of any additional Eligible Collateral. (f) Notwithstanding anything in this Confirmation to the contrary (including in Clause 3(e)), if a Termination Trade Date occurs (i) during the Ramp-Down PeriodNewco, (ii) because all Transactions are being terminated in connection with cause SLD to recapture the occurrence of the Scheduled Termination Date (including pursuant to Clause 3(c)) or Recaptured Business from SLDI, (iii) reinsure the Recaptured Business to SRUS or Scottish Re Life or another Purchaser Affiliate (as specified in connection with the following sentence) under a termination of all Transactions at a time when Counterparty may not arrange sales of Terminated Obligations pursuant new agreement or agreements substantially identical to Clause 4(a) by reason one or more of the proviso thereinReinsurance Agreements (except that it will not include recapture rights), theneach of which shall be deemed, for all purposes of determining this Agreement, to be a Reinsurance Agreement, and (iv) release assets held in the effect on SLD Security Trust Account and SLDI Security Trust Account in accordance with the Return Amount with respect to terms of the related Terminated Obligation, relevant trust agreement. If at the Reference Amount time of such Terminated Obligation recapture and retrocession, SRUS does not have all Permits necessary to insure that SLD receives full reinsurance reserve credit in Colorado and New York, and if at such time Scottish Re Life has all such permits, Scottish Re Life or another Purchaser Affiliate having all such permits shall not be reduced to zero until the (x) reinsure such Recaptured Business Day next succeeding the Termination Settlement Date. (g) If Counterparty enters into any Transaction under the Master Agreement other rather than the Transactions contemplated by this Confirmation (eachSRUS, a “Separate Transaction”), then the Credit Support Amount with respect to Counterparty as Pledgor shall never be less than the “Credit Support Amount” with respect to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions and (iiy) without regard to the aggregate of be deemed a Purchaser Subsidiary for all Independent Amounts applicable to Counterparty as Pledgor purposes under this ConfirmationAgreement. If neither SRUS nor Scottish Re Life nor any other Purchaser Affiliate has all such Permits at such time, SRUS shall reinsure such Recaptured Business and shall obtain letters of credit, establish reinsurance reserve credit trusts or take such other actions as will insure that SLD receives full reinsurance reserve credit for such reinsurance. (i) Any Transfer required to be made pursuant to this Clause 9 shall be a Transfer made under the Credit Support Annex (and not a payment or delivery made under Section 2(a)(i) of the Master Agreement).

Credit Support. There shall be (a) If at any time the Supplemental Guarantor's long term unsecured debt rating falls both below Baa3 by Moody's and BBB- by S&P, the Supplemental Guarantor hereby agrees to deposit into an Independent Amount account (the "Account") with respect to Counterparty for each Transaction Citibank, N.A. (in such capacity, the "Depositary Bank") at its principal office in New York City within three (3) Business Days after the occurrence of such event an amount (the "Required Amount") equal to the Reference Amount sum of (x) the then outstanding principal amount of Tranche B of the Loan and (y) interest on the then outstanding principal amount of Tranche B of the Loan calculated at the Applicable Tranche B Interest Rate (or if an alternative rate is then applicable in accordance with Section 2.10 of the Loan Agreement, such alternative rate) for such Reference Obligation multiplied by a period of six 30-day months. In the percentage set forth in Annex I under event the caption “Independent Amount Percentage”. Notwithstanding anything in the Credit Support Annex (the “Credit Support Annex”) to the Schedule to the Master Agreement to the contraryBorrower makes a payment of principal of, or interest on, the following collateral Loan in accordance with the terms of the Loan Agreement, thereby reducing the outstanding principal amount of, or accrued interest on, the Loan, on the date that is 180 days after the date of such principal or interest payment, the Agent shall apply direct the Depositary Bank to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have withdraw from the respective meanings given to such terms in the Credit Support Annex): (a) With respect to each Transaction to which this Confirmation relates, a single “Independent Amount” shall be applicable to Counterparty in Account an amount equal to the Notional excess of sums standing to the credit of the Account over the then Required Amount and transfer such amount to the Supplemental Guarantor. In lieu of making such deposit into the Account, but subject to any applicable restrictions in the Loan Agreement, the Supplemental Guarantor may purchase the Tranche B Note for the purchase price equal to the outstanding principal amount of Tranche B of the Loan, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Tranche B Lender under the Loan Agreement and the other Loan Documents. The Tranche B Lender agrees that it will, upon payment from the Supplemental Guarantor of such purchase price, sell, assign, transfer and convey to the Supplemental Guarantor (without recourse, representation or warranty of any kind, except that such right, title and interest is not then subject to any participation and is being transferred free and clear of all Liens attributable to the Tranche B Lender or any of its Affiliates) all of the right, title and interest of the Tranche B Lender in the Loan Agreement and the other Loan Documents (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to such Transaction (or, in the case an indemnity or similar obligation of any increase Obligor not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the Supplemental Guarantor agrees that it will assume all of the Notional Amount under any Transaction, the amount of such increase) multiplied by the percentage set forth in Clause 9(b) Tranche B Lender's obligations under the caption “Independent Amount Percentage”. Not later than one Business Day Loan Agreement and the other Loan Documents accruing after the Obligation Trade Date with respect to any Transaction (or the date of any increase transfer. All costs and expenses (including, without limitation, reasonable legal fees and expenses) incurred in connection with such purchase shall be the related Independent Amount), Counterparty as Pledgor will Transfer to Citibank as Secured Party Eligible Collateral having a Value as responsibility of the date of Transfer equal to the related Independent Amount (or increase in the related Independent Amount) determined pursuant this Clause 9(a)Supplemental Guarantor. (b) With respect The Supplemental Guarantor hereby grants to each Transaction the Agent a security interest in and to which this Confirmation relates, the “Independent Amount Percentage” applicable to such Transaction will be equal to: Condition Independent Amount Percentage Account (i) Except as indicated in clauses (iiwhen and if established) and all sums and other property (iiiwhether cash, investment property, securities, investments or other assets) below, with respect to at any Transaction: 25% (ii) Except as indicated in clause (iii) below, with respect to any Transaction relating to a Specified Reference Obligation: Such percentage as Citibank shall specify on or prior to the Obligation Trade Date for such Transaction (iii) With respect to any Transaction relating to a Reference Obligation whose Reference Entity is the subject of a Credit Event: Such percentage as Citibank shall specify time and from time to time credited thereto and the proceeds thereof (collectively, the "Collateral") to secure the prompt payment in full when due of all amounts payable by the Supplemental Guarantor hereunder and the performance in full when due of each of the obligations of the Supplemental Guarantor hereunder. In furtherance of the foregoing, the Depositary Bank hereby agrees with each other party hereto that (i) the Account will be maintained in the name of the Agent as a "securities account" (as defined in Section 8-501(a) of the Uniform Commercial Code as in effect in the State of New York ("NYUCC")) of which the Depositary Bank is the "securities intermediary" (as defined in Section 8-102(a)(14) of the NYUCC) and in respect of which the Depositary Bank agrees the Agent is the "entitlement holder" (as defined in Section 8-102(a)(7) of the NYUCC) of the "securities entitlement" (as defined in Section 8-102(a)(17) of the NYUCC) with respect to each "financial asset" (as defined in Section 8-102(a)(9) of the NYUCC) credited to such Account, (ii) each item of property (whether cash, investment property, securities, instruments or other assets) credited to the Account will be treated by the Depositary Bank as a "financial asset" (as defined in Section 8-102(a)(9) of the NYUCC) under Article 8 of the NYUCC), (iii) its sole discretion "securities intermediary's jurisdiction" (as determined in accordance with Section 8-110(e) of the NYUCC) with respect to the Account is the State of New York, and (iv) all securities and other property underlying any financial assets credited to the Depositary Bank shall be registered in the name of the Depositary Bank or endorsed to the Depositary Bank or in blank, and in no case whatsoever will any financial asset credited to the Account be registered in the name of the Supplemental Guarantor, payable to the order of the Supplemental Guarantor or specially endorsed to the Supplemental Guarantor except to the extent the foregoing have been specially endorsed by the Supplemental Guarantor to the Depositary Bank or in blank. Nothing herein shall imply or impose upon the Depositary Bank any duties or obligations other than those expressly set forth herein and those applicable to a notice "securities intermediary" under the NYUCC (and the Depositary Bank shall be entitled to Counterpartyall of the protections available to a "securities intermediary" under the NYUCC). Without limiting the foregoing, nothing herein shall imply or impose upon the Depositary Bank any duties of a fiduciary nature. The Agent shall at all times be empowered at any time and from time to time to direct the Depositary Bank to invest all sums credited to the Account in Cash Equivalents identified in (x) clauses (i)(a) and (b) of the definition of that term having a maturity of not greater than three (3) months or (y) clause (iv) of the definition of that term issued by Citibank, N.A. having a maturity of not greater than three (3) months selected by the Agent with maturities no later than the earlier of the Business Day immediately preceding the Interest Payment Date next following the date of such investment. Any investment earnings shall be credited to the Account and any losses shall be charged against the principal amount invested, in each case net of the Agent's and the Depositary Bank's reasonable fees and expenses in making such investments. If the Supplemental Guarantor shall fail to pay in full when due any demand for payment made by the Agent on the Supplemental Guarantor in accordance with the terms and conditions hereof, the Agent may, without otherwise limiting its rights or the obligations of the Supplemental Guarantor hereunder, direct the Depositary Bank to sell all cash, investment property, securities, instruments or other assets then credited to the Account and thereupon the Agent may withdraw the same and apply all such sums and any other monies then standing to the credit of the Account, in satisfaction of any and all past-due sums payable by the Supplemental Guarantor hereunder and in addition the Agent shall have all the rights and remedies of a secured party under the NYUCC or otherwise available to the Agent hereunder and under applicable law. (c) In no event The Account shall Citibank as Secured Party be obligated subject to Transfer Posted Credit Support in respect such applicable laws, and such applicable regulations of a Return Amount to Counterparty as Pledgor if (i) the Value as Board of Governors of the Federal Reserve System and of any Valuation Date other appropriate banking or governmental authority, as may now or hereafter be in effect. The Supplemental Guarantor agrees that at any time and from time to time, at the expense of the Supplemental Guarantor, the Supplemental Guarantor will promptly execute and deliver all Posted Credit Support Transferred further instruments and documents, including without limitation UCC financing statements, and take all further action, that may be necessary or desirable, or that the Agent may reasonably request, in order to Citibank as secured party pursuant perfect and protect any security interest granted or purported to Clause 9(a) be granted hereby or to enable the Agent to exercise and not returned to Counterparty would be less than (ii) the aggregate of all Independent Amounts determined pursuant to Clause 9(a). (d) Solely for the purpose of determining any Delivery Amount or Return Amount pursuant to the Credit Support Annex, (i) in no event shall Counterparty as a Secured Party have any positive “Exposure” to Citibank enforce its rights and remedies hereunder with respect to the Transactions (Collateral. This Supplemental Guarantee shall create a continuing security interest in aggregate) the Collateral and shall remain in full force and effect until the payment in full of the obligations of the Supplemental Guarantor hereunder. On the date that is 90 days after the payment in full of the obligations of the Supplemental Guarantor hereunder, the security interest granted hereby shall terminate and, the Agent shall direct the Depositary Bank to which this Confirmation relates and (ii) without limiting Clause 3(a)(iii) or 9(e), in no event shall Citibank as a Secured Party have any positive “Exposure” to Counterparty with respect transfer to the Transactions (in aggregate) to which this Confirmation relates. (e) If (i) the Net Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date and (ii) Citibank gives notice thereof to Counterparty on any Business Day, Counterparty shall, no later than one Business Day after the date of such notice from Citibank, effect the Transfer to Citibank as Secured Party of Eligible Collateral such that the Net Collateral Value Percentage after giving effect to such Transfer is at least equal Supplemental Guarantor all sums then standing to the Cure Threshold. In addition, Counterparty may, on any Business Day, effect the Transfer to Citibank as Secured Party of any additional Eligible Collateral. (f) Notwithstanding anything in this Confirmation to the contrary (including in Clause 3(e)), if a Termination Trade Date occurs (i) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection with the occurrence credit of the Scheduled Termination Date (including pursuant to Clause 3(c)) or (iii) in connection with a termination of all Transactions at a time when Counterparty may not arrange sales of Terminated Obligations pursuant to Clause 4(a) by reason of the proviso therein, then, for purposes of determining the effect on the Return Amount with respect to the related Terminated Obligation, the Reference Amount of such Terminated Obligation shall not be reduced to zero until the Business Day next succeeding the Termination Settlement DateAccount. (g) If Counterparty enters into any Transaction under the Master Agreement other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”), then the Credit Support Amount with respect to Counterparty as Pledgor shall never be less than the “Credit Support Amount” with respect to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions and (ii) without regard to the aggregate of all Independent Amounts applicable to Counterparty as Pledgor under this Confirmation. (i) Any Transfer required to be made pursuant to this Clause 9 shall be a Transfer made under the Credit Support Annex (and not a payment or delivery made under Section 2(a)(i) of the Master Agreement).

Credit Support. There shall be (a) In consideration of Party B entering into an Independent Amount agreement on the same material terms as this Agreement with respect to Counterparty for each Transaction equal to the Reference Amount for such Reference Obligation multiplied by the percentage set forth in Annex I under the caption “Independent Amount Percentage”. Notwithstanding anything in the Credit Support Annex Provider (the “Credit Support Annex”"Other Agreement") to and Transactions under the Schedule to other Agreement on the Master Agreement to the contrarysame material terms as Transactions under this Agreement, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in the Credit Support Annex): (a) With respect Provider hereby unconditionally guarantees to each Transaction to Party B the payment by Party A of moneys which this Confirmation relates, are payable by Party A under a single “Independent Amount” shall be applicable to Counterparty in an amount equal to the Notional Amount with respect to such Relevant Swap Transaction (or, on terms set out in this Agreement and in the case of any increase of Confirmation for that Relevant Swap Transaction) (the Notional Amount under any Transaction, the amount of such increase"Payable Moneys") multiplied by the percentage set forth in Clause 9(b) under the caption “Independent Amount Percentage”. Not later than one Business Day after the Obligation Trade Date with respect to any Transaction (or the date of any increase Party B in the related Independent Amount), Counterparty as Pledgor will Transfer to Citibank as Secured event that Party Eligible Collateral having a Value as of the date of Transfer equal to the related Independent Amount (or increase A defaults in the related Independent Amount) determined pursuant this Clause 9(a)payment of those Payable Moneys. (b) With respect If Party B has not been, or Party A reasonably expects that Party B is not going to each Transaction to which this Confirmation relatesbe, paid all or any part of the “Independent Amount Percentage” applicable to such Transaction will be equal to: Condition Independent Amount Percentage (i) Except as indicated in clauses (ii) and (iii) belowpresently payable Payable Moneys by Party A, with respect to any Transaction: 25% (ii) Except as indicated in clause (iii) below, with respect to any Transaction relating to a Specified Reference Obligation: Such percentage as Citibank shall specify on then Party A or prior Party B may by notice to the Obligation Trade Date for Credit Support Provider demand payment of the Payable Moneys in respect of which demand is being made. The Credit Support Provider's obligations to pay the presently payable Payable Moneys which have not been paid by Party A shall not, however, be conditional upon the Credit Support Provider receiving such Transaction (iii) With respect to any Transaction relating to a Reference Obligation whose Reference Entity is the subject notice of a Credit Event: Such percentage as Citibank shall specify from time to time in its sole discretion in a notice to Counterpartydemand. (c) In no event shall Citibank as Secured Party be obligated to Transfer Posted The Credit Support in respect Provider agrees that it will not, unless and until all the present and prospective Payable Moneys have been paid, exercise any rights of a Return Amount subrogation which it may acquire due to Counterparty as Pledgor if (i) the Value as its payment of any Valuation Date of all Posted Credit Support Transferred to Citibank as secured party pursuant to Clause 9(a) and not returned to Counterparty would be less than (ii) the aggregate of all Independent Amounts determined pursuant to Clause 9(aPayable Moneys under section 20(a). (d) Solely for the purpose of determining any Delivery Amount or Return Amount pursuant to All payments by the Credit Support Annex, (i) Provider shall be made in no event shall Counterparty as a Secured Party have any positive “Exposure” to Citibank with respect to the Transactions (currency in aggregate) to which this Confirmation relates and (ii) without limiting Clause 3(a)(iii) or 9(e), in no event shall Citibank as a Secured Party have any positive “Exposure” to Counterparty with respect to the Transactions (in aggregate) to which this Confirmation relatesPayable Moneys are denominated. (e) If (i) Party B agrees that, without affecting its rights under clause 21, to the Net Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date and (ii) Citibank gives notice thereof to Counterparty on any Business Day, Counterparty shall, no later than one Business Day after the date of such notice from Citibank, effect the Transfer to Citibank as Secured Party of Eligible Collateral such extent that the Net Collateral Value Percentage after giving effect Credit Support Provider pays the Payable Moneys and thereby avoids or remedies a default by Party A, Party B shall not be entitled to designate an Early Termination Date in respect of that default by Party A, and such Transfer is at least equal a payment by the Credit Support Provider shall be deemed to the Cure Threshold. In addition, Counterparty may, on any Business Day, effect the Transfer be an "actual payment" as referred to Citibank as Secured Party in line 6 of any additional Eligible Collateralsection 2(e) of this Agreement. (f) Notwithstanding anything in The provisions of this Confirmation to the contrary (including in Clause 3(e)), if a Termination Trade Date occurs (i) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection with the occurrence section 20 shall constitute irrevocable obligations of the Scheduled Termination Date (including pursuant to Clause 3(c)) or (iii) in connection with Credit Support Provider until a termination notice of all Transactions at revocation is served by the Credit Support Provider on Party B, but such a time when Counterparty may notice cannot arrange sales of Terminated Obligations pursuant to Clause 4(a) by reason of the proviso therein, then, for purposes of determining the effect on the Return Amount with respect to the related Terminated Obligation, the Reference Amount of such Terminated Obligation and shall not be reduced to zero until served without the Business Day next succeeding prior written consent of Party A, the Termination Settlement DateNote Trustee and the Trust Manager in consultation with the Designated Rating Agencies. (g) If Counterparty enters into any Transaction under the Master Agreement other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”), then the Credit Support Amount with respect to Counterparty as Pledgor shall never be less than the “Credit Support Amount” with respect to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions and (ii) without regard to the aggregate of all Independent Amounts applicable to Counterparty as Pledgor under this Confirmation. (i) Any Transfer required to be made pursuant to this Clause 9 shall be a Transfer made under the Credit Support Annex (and not a payment or delivery made under Section 2(a)(i) of the Master Agreement).

Credit Support. There shall be an Independent Amount with respect to Counterparty for each Transaction equal to the Reference Amount for such Reference Obligation multiplied by the percentage set forth in Annex I under the caption “Independent Amount Percentage”. Notwithstanding anything in the Credit Support Annex (the “"Credit Support Annex”") to the Schedule to the Master Agreement to the contrary, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in the Credit Support Annex): (a) With respect to each Transaction to which this Confirmation relates, a single “"Independent Amount” " shall be applicable to Counterparty in an amount equal to the Notional Amount Collateral Value with respect to such Transaction (or, in the case of any increase of the Notional Amount under any Transaction, the amount of such increase) multiplied by the percentage set forth in Clause 9(b) under the caption “"Independent Amount Percentage”". Not later less than one Business Day after prior to the Obligation Trade Date with respect to any Transaction (or the date of any increase in the related Independent Amount)Date, Counterparty as Pledgor will Transfer to Citibank Barclays as Secured Party Eligible Collateral having a Value as of the date of Transfer equal to the related Independent Amount (or increase in the related Independent Amount) determined pursuant to this Clause 9(a). (b) With respect to each Transaction to which this Confirmation relates, the “"Independent Amount Percentage” " applicable to such Transaction will be equal to: Condition Independent Amount Percentage (i) Except as indicated in clauses clause (ii) and or (iii) below, with respect to any Transaction: 2510% (ii) Except as indicated in clause (iii) below, with With respect to any Transaction relating at a time when there is only one Reference Entity that is the subject of the Transactions to a Specified Reference Obligationwhich this Confirmation relates: Such percentage as Citibank shall specify on or prior to the Obligation Trade Date for such Transaction12.5% (iii) With respect to any Transaction relating to a Reference Obligation whose Reference Entity that is the subject of a Credit an Enforcement Event: Such percentage as Citibank 20% Provided that the Independent Amount Percentage with respect to the Specified Transaction shall specify from time to time in its sole discretion in a notice to Counterpartybe 20%. (c) In no event shall Citibank Barclays as Secured Party be obligated to Transfer Posted Credit Support in respect of a Return Amount to Counterparty as Pledgor if (i) the Value as of any Valuation Date of all Posted Credit Support Transferred to Citibank held by Barclays as secured party pursuant to Clause 9(a) and not returned to Counterparty Secured Party would be less than (ii) the aggregate of all Independent Amounts determined pursuant to Clause 9(a). (d) Solely In no event shall Barclays as Pledgor be required to Transfer Eligible Collateral to Counterparty. In addition, for purposes of calculating "Exposure" with respect to any Transaction to which this Confirmation relates, (i) Barclays shall be the purpose sole Valuation Agent and shall determine any Market Quotation in relation to such Transaction, (ii) such Market Quotation will be determined by the Valuation Agent using its estimate of determining the amount that would be paid for a Replacement Transaction based on the application of Section 6(e)(i)(3) of the Master Agreement, (iii) such Market Quotation may from time to time be determined by the Valuation Agent in its sole discretion and without notice to Counterparty solely in respect of payments in respect of Capital Appreciation or Capital Depreciation that would have been required in respect of a Transaction after the relevant Early Termination Date (provided that the Valuation Agent will not thereafter be precluded from making such determination with respect to all payments and deliveries that would have been required after the relevant Early Termination Date, regardless of the absence of notice thereof to Counterparty), (iv) if Counterparty disputes the calculation of Exposure with respect to such Transaction, the Valuation Agent will recalculate Exposure for such Transaction on the basis that the market value of the related Reference Obligation is equal to its Current Price and (v) on and after any Delivery Amount or Return Amount pursuant satisfaction of the Extension Condition, "Exposure" with respect to the Specified Transaction shall not be less than USD50,000,000. (e) Notwithstanding anything to the contrary in the Credit Support Annex, (i) in no event shall Counterparty as a Secured Party have any positive “Exposure” to Citibank the Minimum Transfer Amount with respect to the Transactions (in aggregate) to which this Confirmation relates Counterparty shall be USD500,000 and (ii) without limiting Clause 3(a)(iii) or 9(e), in no event shall Citibank as a Secured Party have any positive “Exposure” to Counterparty with respect to the Transactions (in aggregate) to which this Confirmation relates. (e) If (i) the Net Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date and (ii) Citibank gives notice thereof to Counterparty on any Business Day, Counterparty shall, no later than one each London Business Day after the date of such notice from Citibank, effect the Transfer to Citibank as Secured Party of Eligible Collateral such that the Net Collateral Value Percentage after giving effect to such Transfer is at least equal to the Cure Threshold. In addition, Counterparty may, on any Business Day, effect the Transfer to Citibank as Secured Party of any additional Eligible Collateralshall be a Valuation Date. (f) Notwithstanding anything In the event that Counterparty defaults in this Confirmation to the contrary (including in Clause 3(e)), if a Termination Trade Date occurs (iits obligation under Paragraph 3(a) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection with the occurrence of the Scheduled Termination Date Credit Support Annex to Transfer Eligible Credit Support, then Barclays may in accordance with Clause 4(b) determine the "Final Price" for each Reference Obligation (including pursuant to Clause 3(c)) or (iii) in connection with as if each Reference Obligation were a termination of all Transactions at a time when Counterparty may not arrange sales of Terminated Obligations pursuant to Clause 4(a) by reason of the proviso therein, then, for purposes of determining the effect on the Return Amount with respect to the related "Terminated Obligation, the Reference Amount of such Terminated Obligation shall not be reduced to zero until the Business Day next succeeding the Termination Settlement Date. (g) "). If Counterparty enters into any Transaction under (and as defined in) the Master Agreement other than the Transactions contemplated by this Confirmation (each, a “"Separate Transaction”"), then the Credit Support Delivery Amount and Return Amount with respect to Counterparty as Pledgor and all Separate Transactions shall never be less than the “Credit Support Amount” with respect to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions and (ii) without regard to the aggregate of all Independent Amounts applicable to Counterparty as the Pledgor under this Confirmation or any Posted Collateral Transferred by Pledgor pursuant to this Confirmation. (g) Except as provided in the following sentence, on the Business Day next succeeding the Pricing Date or Repayment Date, as the case may be, with respect to a Terminated Obligation or Repaid Obligation, (i) Any Transfer required the Independent Amount Percentage with respect to the Transaction (or portion thereof) related to such Terminated Obligation or Repaid Obligation shall be made reduced to zero and (ii) neither party shall have any right to demand the transfer pursuant to this Clause 9 shall be a Transfer made under the Credit Support Annex of additional Eligible Credit Support or the return of Posted Credit Support based upon any subsequent change in Exposure to the other party with respect to the Transaction (and or portion thereof) related to such Terminated Obligation or Repaid Obligation. If the Final Price with respect to any Transaction (or portion thereof) relating to a Terminated Obligation is determined by reference to one or more Firm Bids submitted by Counterparty or any Affiliate thereof, then (i) the Independent Amount Percentage with respect to the Transaction (or portion thereof) related to such Terminated Obligation shall not a payment or delivery made under Section 2(a)(i) be reduced to zero until the date of the Master Agreementfinal settlement of all purchases as to which Counterparty or any Affiliate thereof has submitted a Firm Bid satisfying the requirements of Clause 4(b) and (ii) Barclays (in its sole discretion) may continue to demand the transfer pursuant to the Credit Support Annex of additional Eligible Credit Support (subject to Counterparty's right to demand the return of Posted Credit Support) based upon changes in Exposure subsequent to the submission of such Firm Bids by Counterparty or any Affiliate thereof, in each case, until the date of the final settlement of all purchases as to which Counterparty or any Affiliate thereof has submitted a Firm Bid satisfying the requirements of Clause 4(b) (and, for this purpose, such Credit Support Amount shall be determined with respect to any Terminated Obligation as if no Final Price had been established until the date of settlement of the relevant purchase).

Credit Support. There The Lessee shall be an Independent Amount with respect to Counterparty for each Transaction equal to the Reference Amount for such Reference Obligation multiplied by the percentage set forth in Annex I under the caption “Independent Amount Percentage”. Notwithstanding anything in the cause Credit Support Annex to be maintained at all times during the period from the Closing Date (the “Credit Support Annex”or any subsequent Reinstatement Date) to the Schedule to applicable Release Date. Such Credit Support and the Master related Reimbursement Agreement to the contrary, shall meet the following collateral terms shall apply to each Transaction to which this Confirmation relates requirements: (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have 1) the respective meanings given to such terms in the Credit Support Annex): (a) With respect to each Transaction to which this Confirmation relates, a single “Independent Amount” shall be applicable to Counterparty in an amount equal to the Notional Amount with respect to such Transaction (or, in the case original stated term of any increase Letter of the Notional Amount under any Transaction, the amount of such increase) multiplied by the percentage set forth in Clause 9(b) under the caption “Independent Amount Percentage”. Not later than one Business Day after the Obligation Trade Date with respect to any Transaction (Credit or the date of any increase in the related Independent Amount), Counterparty as Pledgor will Transfer to Citibank as Secured Party Eligible Collateral having a Value as of the date of Transfer equal to the related Independent Amount (or increase in the related Independent Amount) determined pursuant this Clause 9(a). (b) With respect to each Transaction to which this Confirmation relates, the “Independent Amount Percentage” applicable to such Transaction will be equal to: Condition Independent Amount Percentage (i) Except as indicated in clauses (ii) and (iii) below, with respect to any Transaction: 25% (ii) Except as indicated in clause (iii) below, with respect to any Transaction relating to a Specified Reference Obligation: Such percentage as Citibank Surety Bond shall specify on or prior to the Obligation Trade Date for such Transaction (iii) With respect to any Transaction relating to a Reference Obligation whose Reference Entity is the subject of a Credit Event: Such percentage as Citibank shall specify from time to time in its sole discretion in a notice to Counterparty (c) In no event shall Citibank as Secured Party be obligated to Transfer Posted Credit Support in respect of a Return Amount to Counterparty as Pledgor if (i) the Value as of any Valuation Date of all Posted Credit Support Transferred to Citibank as secured party pursuant to Clause 9(a) and not returned to Counterparty would be less than (ii) two years and the aggregate Letter of all Independent Amounts determined pursuant to Clause 9(a). (d) Solely for the purpose of determining any Delivery Amount Credit or Return Amount pursuant to the Credit Support Annex, (i) in no event Surety Bond shall Counterparty as a Secured Party have any positive “Exposure” to Citibank with respect to the Transactions (in aggregate) to which this Confirmation relates and (ii) without limiting Clause 3(a)(iii) or 9(e), in no event shall Citibank as a Secured Party have any positive “Exposure” to Counterparty with respect to the Transactions (in aggregate) to which this Confirmation relates. (e) If (i) the Net Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date and (ii) Citibank gives notice thereof to Counterparty on any Business Day, Counterparty shall, no later than one Business Day after the date of such notice from Citibank, effect the Transfer to Citibank as Secured Party of Eligible Collateral such that the Net Collateral Value Percentage after giving effect to such Transfer is at least equal to the Cure Threshold. In addition, Counterparty may, on any Business Day, effect the Transfer to Citibank as Secured Party of any additional Eligible Collateral. (f) Notwithstanding anything in this Confirmation to the contrary (including in Clause 3(e)), if a Termination Trade Date occurs (i) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection with be irrevocable except upon the occurrence of a Release Date, (2) (x) any Letter of Credit or Surety Bond shall permit the Scheduled Termination Date (including pursuant beneficiary or owner thereof, as applicable, to Clause 3(c)) assign its interest therein to a Transferee without the consent of the Issuing Bank or (iii) the Surety Bond Issuer, as applicable, or the Lessee in connection with a termination of all Transactions at a time when Counterparty may not arrange sales of Terminated Obligations transfer made in accordance with Section 13 or (y) the Reimbursement Agreement pursuant to Clause 4(awhich such Letter of Credit or Surety Bond is issued shall unconditionally require the Issuing Bank or the Surety Bond Issuer, as applicable, to issue a Letter of Credit or Surety Bond, as applicable, to a Transferee in connection with a transfer made in accordance with Section 13, (3) by reason at the time of the proviso thereinissuance of any Letter of Credit or Surety Bond, then, for purposes such Letter of determining the effect on the Return Amount with respect Credit or Surety Bond shall be accompanied by an opinion of counsel in form and substance satisfactory to the related Terminated ObligationOwner Participant, (4) the Reference Amount Issuing Bank or Surety Bond Issuer, as the case may be, shall expressly waive any rights of such Terminated Obligation shall not be reduced to zero until the Business Day next succeeding the Termination Settlement Date. (g) If Counterparty enters into any Transaction under the Master Agreement other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”), then the Credit Support Amount with subrogation in respect to Counterparty as Pledgor shall never be less than the “Credit Support Amount” with respect to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions thereof and (ii5) such Letter of Credit or Surety Bond shall be drawable or payable, as the case may be, upon presentation of a drawing certificate pursuant to which a beneficiary of the Letter of Credit or the holder of a Surety Bond, as applicable, certifies either (I) a Lease Event of Default has occurred and all amounts due to the Lessor and the Owner Participant pursuant to the Operative Documents (determined without regard to any bankruptcy, insolvency or similar law) have not been paid in full or (II) the aggregate Letter of all Independent Amounts applicable Credit or Surety Bond then in effect is stated to Counterparty as Pledgor expire within 30 days and no new Credit Support has been provided. The obligations of the Lessee under this Confirmation. (i) Any Transfer required any Reimbursement Agreement between the Lessee and the Issuing Bank relating to be made pursuant a Letter of Credit or between the Surety Bond Issuer and the Lessee relating to this Clause 9 a Surety Bond shall be a Transfer made under unsecured (except to the Credit Support Annex (and not a payment or delivery made under extent permitted by Section 2(a)(i) 9.4 of the Master Initial Reimbursement Agreement or any similar provision contained in any other Reimbursement Agreement)) and any such Reimbursement Agreement shall require that the Issuing Bank (or, if applicable, the Surety Bond Issuer) pay any draws on the Letter of Credit (or if applicable, make payments in respect of the Surety Bond) from general funds. The Lessee shall give the Owner Participant notice of the scheduled termination of each Letter of Credit or Surety Bond not more than 90 nor less than 30 days before its scheduled termination date. If the Lessee has not secured a commitment for a renewal or replacement of an expiring Letter of Credit or Surety Bond not later than 30 days prior to the stated expiration date of such expiring Letter of Credit or Surety Bond, the Lessee shall notify the Owner Participant of such fact.

Credit Support. There shall (a) Each Member (other than the FI Member) (i) has provided or caused to be provided pursuant to its respective Subscription Agreement, Equity Credit Support with an Independent Amount with respect to Counterparty for each Transaction initial stated amount equal to the Reference Amount for such Reference Obligation multiplied by the percentage amount set forth in Annex I opposite such Member’s name under the caption heading “Independent Amount Percentage”. Notwithstanding anything in Equity Credit Support” on Annex B and (ii) shall at all times after the date hereof until the Cash Contribution End Date maintain Equity Credit Support Annex (the “Credit Support Annex”) to the Schedule to the Master Agreement to the contrary, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in the Credit Support Annex): (a) With respect to each Transaction to which this Confirmation relates, a single “Independent Amount” shall be applicable to Counterparty in an amount equal to its Remaining Committed Amount (provided that, prior to the Notional Amount with respect satisfaction of the FERC Remand Condition, NextDecade Member shall only be required to such Transaction deposit into the Accelerated Cash Collateral Account (or, as defined in the case of Equity Contribution Agreement) any increase portion of the Notional Aggregate Accelerated Funding Amount under that has not yet been contributed to the T5 Liquefaction Owner in cash), it being acknowledged and agreed that one Member may provide additional Equity Credit Support on behalf of another Member, but any Transaction, the amount failure to provide such additional Equity Credit Support shall be a breach of such increase) multiplied by other Member, not the percentage set forth in Clause 9(b) under the caption “Independent Amount Percentage”. Not later than one Business Day after the Obligation Trade Date with respect to any Transaction (or the date of any increase in the related Independent Amount), Counterparty as Pledgor will Transfer to Citibank as Secured Party Eligible Collateral having a Value as of the date of Transfer equal to the related Independent Amount (or increase in the related Independent Amount) determined pursuant this Clause 9(a)Member providing such additional Equity Credit Support. (b) With respect to the FI Member, each Transaction to which this Confirmation relates, the “Independent Amount Percentage” applicable to such Transaction will be equal to: Condition Independent Amount Percentage FI Member Owner (i) Except as indicated in clauses has provided or caused to be provided pursuant to the FI Member Subscription Agreement, Equity Credit Support with an initial stated amount equal to the amount set forth opposite such FI Member Owner’s name under the heading “FI Equity Credit Support” on Annex B and (ii) shall at all times after the date hereof until the Cash Contribution End Date, maintain or cause to be maintain Equity Credit Support in an amount equal to its FI Remaining Committed Amount; provided that, if such FI Member Owner has provided a Fund Guaranty in accordance with the Equity Contribution Agreement, on each Equity Contribution Date, such FI Member Owner shall provide Equity Credit Support in the form of a Supplemental LC in an amount equal to its respective FIMO Supplemental Coverage Amount in satisfaction of the obligations of Holdings under Section 2.2(b) of the Equity Contribution Agreement, it being acknowledged and agreed that one FI Member Owner may provide additional Equity Credit Support on behalf of another FI Member Owner, but any failure to provide such additional Equity Credit Support shall be a breach of such other FI Member Owner and the FI Member, not the FI Member Owner providing such additional Equity Credit Support. If any FI Member Owner has provided a Fund Guaranty, on each Equity Contribution Date the Company agrees that it will instruct Holdings to deliver a SECS Certificate (as defined in the Equity Contribution Agreement), in form and substance compliant with the Equity Contribution Agreement and reflecting T5 Project Costs approved by Board, together with any Supplemental LC delivered by such FI Member Owner under this Section 3.11(b). (c) The obligation of each Member and FI Member Owner to maintain Equity Credit Support in accordance with this Section 3.11 shall terminate automatically and without the further action of any Person upon the earlier of (i) the Project Completion Date and (iiiii) below, (A) with respect to any Transaction: 25% Member (iiother than the FI Member), the date on which the Committed Amount of such Member is equal to $0.00, (B) Except as indicated in clause with respect to the FI Member, the date on which the FI Committed Amount of each FI Member Owner is equal to $0.00 or (iiiC) below, with respect to any Transaction relating FI Member Owner, the date on which the FI Committed Amount of such FI Member Owner is equal to $0.00; provided, that for purposes of determining the termination of GIP’s obligation to maintain Equity Credit Support in accordance with this Section 3.11, GIP’s FI Committed Amount shall be deemed to exclude the total amount of Equity Contributions that GIM Participation Velocity, L.P. has committed to contribute indirectly (through its direct or indirect ownership of the FI Member) to the Company as provided in Annex B. (d) Upon Holdings making any Equity Payment (as defined in the Equity Contribution Agreement) under the Equity Contribution Agreement, the Company shall cause Holdings to deliver (i) an ECS Reduction Certificate pursuant to Section 2.2(f) of the Equity Contribution Agreement reducing the amount of the Equity Credit Support provided by each Member or FI Member Owner that has funded an Equity Contribution (other than by way of a Specified Reference Obligation: Such percentage as Citibank shall specify drawing on Equity Credit Support provided by such Member or FI Member Owner at its direction) or Defaulting Holder Loan on or prior to such Equity Contribution Date to thereby cause the Obligation Trade Date for available amount of such Transaction (iii) With respect Member’s or FI Member Owner’s Equity Credit Support as of such date to any Transaction relating to a Reference Obligation whose Reference Entity is equal, in the subject case of a Credit Event: Such percentage as Citibank shall specify from time to time Member, such Member’s Remaining Committed Amount or, in its sole discretion in a notice to Counterparty (c) In no event shall Citibank as Secured Party be obligated to Transfer Posted Credit Support in respect the case of a Return Amount to Counterparty as Pledgor if (i) the Value an FI Member Owner, such FI Member 44 Owner’s FI Remaining Committed Amount, as of any Valuation such Equity Contribution Date of all Posted Credit Support Transferred to Citibank as secured party pursuant to Clause 9(a) and not returned to Counterparty would be less than (ii) the aggregate of all Independent Amounts determined pursuant to Clause 9(a). (d) Solely for the purpose of determining any Delivery Amount or Return Amount pursuant to the Credit Support Annex, (i) in no event shall Counterparty as a Secured Party have any positive “Exposure” to Citibank with respect to the Transactions (in aggregate) to which this Confirmation relates and (ii) without limiting Clause 3(a)(iii) or 9(e)a revised ECS Allocation Schedule that reflects such reductions. For the elimination of doubt, the Company shall not, and shall ensure that Holdings shall not, reduce the Remaining Committed Amount (or, in no event shall Citibank as a Secured Party have the case of an FI Member Owner, FI Remaining Committed Amount) and the Equity Credit Support of any positive “Exposure” Defaulting Holder in respect of its deemed Equity Contribution in the amount of any outstanding Defaulting Holder Loan extended to Counterparty with respect to the Transactions (in aggregate) to which this Confirmation relatessuch Defaulting Holder. (e) If any Payment Defaulting Holder repays a Defaulting Holder Loan in accordance with Section 13.3, the applicable Curing Holder (or Curing Guarantor on its behalf) shall promptly deliver to Holdings Equity Credit Support in the amount necessary to satisfy its obligations pursuant to Section 3.11(a) or Section 3.11(b), as applicable, taking into account such repayment and, upon receipt of such additional Equity Credit Support from the applicable Curing Holder (or Curing Guarantor on its behalf), the Company shall (i) cause Holdings to deliver such additional Equity Credit Support to the Net T5 Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date Agent and (ii) Citibank gives notice thereof to Counterparty deliver an ECS Reduction Certificate and a revised ECS Allocation Schedule that reflects the additional Equity Credit Support of the Curing Holder (or Curing Guarantor on any Business Day, Counterparty shall, no later than one Business Day after its behalf) and a reduction of the date Equity Credit Support provided by or on behalf of such notice from Citibank, effect Defaulting Holder in the Transfer to Citibank as Secured Party amount of Eligible Collateral such that the Net Collateral Value Percentage after giving effect to such Transfer is at least equal repayment to the Cure Threshold. In additionextent that such Equity Credit Support exceeds its Remaining Committed Amount or FI Remaining Committed Amount, Counterparty may, on any Business Day, effect the Transfer to Citibank as Secured Party of any additional Eligible Collateralapplicable. (f) The Company shall promptly, and in any event within two Business Days following the request of any Member or FI Member Owner, deliver new Equity Credit Support provided by or on behalf of such Member or FI Member Owner to the T5 Collateral Agent in exchange for return of any existing Equity Credit Support provided by or on behalf of such Member or FI Member Owner. Notwithstanding anything in this Confirmation to the contrary (including in Clause 3(e))herein and unless otherwise directed by the applicable FI Member or FI Member Owner, if a Termination Trade Date occurs (i) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection with the occurrence of the Scheduled Termination Date (including pursuant to Clause 3(c)) any FI Member or (iii) in connection with a termination of all Transactions at a time when Counterparty may not arrange sales of Terminated Obligations pursuant to Clause 4(a) by reason of the proviso therein, then, for purposes of determining the effect on the Return Amount with respect FI Member Owner has delivered multiple Equity Credit Support instruments to the related Terminated ObligationCompany, the Reference Amount of Company shall make any requests for drawing on such Terminated Obligation shall not be reduced to zero until the Business Day next succeeding the Termination Settlement DateEquity Credit Support instruments a pro rata basis. (g) Within one Business Day following the request of any Member or FI Member Owner that has provided Equity Credit Support to make a drawing under such Equity Credit Support in lieu of an Equity Contribution pursuant to Section 3.2(b), the Company shall, and shall cause its applicable subsidiaries to, cause Holdings to deliver a written notice to the T5 Collateral Agent, with a copy to T5 Liquefaction Owner and the Collateral and Intercreditor Agent, directing the T5 Collateral Agent to make a draw on such Equity Credit Support in the amount of such Equity Contribution (which notice shall specify the amount to be drawn), in accordance with Section 2.1(c) of the Equity Contribution Agreement. (h) If Counterparty enters into any Transaction under the Master Agreement Member (other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”)FI Member) fails to honor its obligation to make Equity Contributions in accordance with Section 3.2, then the Company shall cause Holdings to deliver a written notice to the T5 Collateral Agent, with a copy to T5 Liquefaction Owner and the Collateral and Intercreditor Agent, directing the T5 Collateral Agent to make a draw on the Equity Credit Support Amount provided by such failing Member in the amount of such Equity Contribution (which notice shall specify the amount to be drawn), in accordance with respect to Counterparty as Pledgor shall never be less than Section 2.1(c) of the “Equity Contribution Agreement; provided, that if the issuer of such Member’s Equity Credit Support Amount” with respect previously has failed to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions honor its obligations under such Equity Credit Support instrument and (ii) without regard such failure has not been cured before the date on which such notice is provided to the aggregate T5 Collateral Agent, then the Company shall direct the T5 Collateral Agent to make a draw on the Equity Credit Support provided by the other Members and FI Member Owners, pro rata based on their respective Equity Credit Support Percentages. If the FI Member fails to honor its obligation to make Equity Contributions in accordance with Section 3.2, then the Company shall determine which FI Member Owner is responsible for such failure (and, to the extent the Company is unable to make such determination, the FI Member shall inform the Company promptly thereof), and the Company shall cause its applicable subsidiaries to cause Holdings to deliver a written notice to the T5 Collateral Agent, with a copy to T5 Liquefaction Owner and the Collateral and Intercreditor Agent, directing the T5 Collateral Agent to make a draw on the Equity Credit Support provided by such responsible FI Member Owner in the amount of all Independent Amounts applicable such Equity Contribution (which notice shall specify the amount to Counterparty as Pledgor be drawn), in accordance with Section 2.1(c) of the Equity Contribution Agreement; provided, that if the issuer of such FI Member Owner’s Equity Credit Support previously has failed to honor its obligations under this Confirmationsuch Equity Credit Support instrument and such failure has not been cured before the date on which such notice is provided to the T5 Collateral Agent, then the Company shall direct the T5 Collateral Agent to make a draw on the Equity Credit Support provided by the other Members and FI Member Owners, pro rata based on their respective Equity Credit Support Percentages. (i) Any Transfer required The Company shall cause Holdings to be made deliver an updated ECS Allocation Schedule pursuant to this Clause 9 shall be a Transfer made under the Credit Support Annex (and not a payment or delivery made under Section 2(a)(i2.2(f) of the Master Agreement)Equity Contribution Agreement promptly, and in any case within two Business Days, of: (i) the date any Equity Credit Support provided by or on behalf of any Member is drawn to pay the obligations of any other Member; (ii) the date of any conversion to equity of any Covering Equity Loan that was funded with the proceeds of a drawing of any Equity Credit Support; (iii) the date of any Transfer of Equity Credit Support in connection with the replacement of any Membership Interests in the Company or commitments to the Company in accordance with Section 13.3(a)(iii) or otherwise and (iv) the aggregate amount of the Equity Credit 45 Support exceeding the Remaining Committed Amount, and in such case such updated ECS Allocation Schedule shall provide for reduction of each Equity Credit Support instrument that exceeds the applicable Member’s Remaining Committed Amount or applicable FI Member Owner’s FI Remaining Committed Amount, in accordance with the instructions of the applicable FI Member or FI Member Owner; provided that such instructions may not request a reduction, taking into account Equity Credit Support instruments delivered by the applicable FI Member or FI Member Owner, to an amount that is less than the applicable Member’s Remaining Committed Amount or applicable FI Member Owner’s FI Remaining Committed Amount. The Company shall ensure that Holdings shall not request an update to the ECS Allocation Schedule pursuant to Section 2.2(f) of the Equity Contribution Agreement except as expressly set forth in this Section 3.11. (j) Prior to the satisfaction of the FERC Remand Condition, notwithstanding anything herein or in any Financing Document to the contrary, the Company shall not cause or permit the T5 Liquefaction Owner to incur any indebtedness under the Financing Documents if as a result of incurring such indebtedness, the Credit Exposure Percentage of the FI Member will be greater than the Base Funding Percentage of such Member or the Credit Exposure Percentage of any FI Member Owner will be greater than its Base Funding Percentage of the FI Member’s Base Funding Percentage.

Credit Support. There shall be an Independent Amount with respect to Counterparty for each Transaction equal to (a) Certain Omega Companies have provided, directly or indirectly, the Reference Amount for such Reference Obligation multiplied by guarantees, letters of credit, surety bonds, indemnities and similar obligations in favor of suppliers of the percentage Target Companies set forth in Annex I under Section 4.15(a) of the caption “Independent Amount Percentage”. Notwithstanding anything Disclosure Letter (each, together with each other guarantee, letter of credit, surety bond, indemnity or similar obligation provided by Omega Companies in the Credit Support Annex (the “Credit Support Annex”) ordinary course of business prior to the Schedule US/NL Closing in favor of suppliers of the Target Companies, an “Existing Guarantee”). Each Buyer Party and Omega shall, and shall cause their respective Affiliates to, reasonably cooperate with each other party, and Omega shall take all actions prior to the Master Agreement US/NL Closing that are reasonably necessary to secure the contrary, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in the Credit Support Annex): (a) With respect to each Transaction to which this Confirmation relates, a single “Independent Amount” shall be applicable to Counterparty in an amount equal to the Notional Amount with respect to such Transaction (or, in the case of any increase unconditional release of the Notional Amount under any Transaction, the amount of applicable Omega Companies (and such increase) multiplied by the percentage set forth Buyer Party shall reasonably cooperate with Omega in Clause 9(bconnection therewith) under the caption “Independent Amount Percentage”. Not later than one Business Day after the Obligation Trade Date with respect to any Transaction (or the date of any increase in the related Independent Amount)such Existing Guarantees, Counterparty as Pledgor will Transfer to Citibank as Secured Party Eligible Collateral having a Value effective as of the date of Transfer equal US/NL Closing, and such Buyer Party shall deliver to the related Independent Amount applicable Person substitute credit support from such Buyer Party or any of its Affiliates meeting the credit and other requirements for the provision of credit support (a “Substitute Guarantee”) in lieu of each Existing Guarantee as promptly as reasonably practicable following the date hereof and, in any event, prior to the US/NL Closing Date, which Substitute Guarantees will only become effective upon the US/NL Closing; provided, however, that if any Existing Guarantee is not released prior to or increase in at the related Independent Amount) US/NL Closing, the applicable Buyer Party and Omega shall each use their respective reasonable best efforts to cause the applicable Existing Guarantee to be replaced by a Substitute Guarantee or otherwise released, terminated, cancelled or discharged without further cost to or obligation on the part of any Omega Companies, and otherwise cause any debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, determined pursuant this Clause 9(aor determinable, on or off-balance sheet, of any Omega Companies under any Existing Guarantee to be released as promptly as reasonably practicable after the US/NL Closing Date. Without limiting the foregoing, if any Existing Guarantee remains outstanding and the obligations of any Omega Companies, as applicable, are not fully released following the US/NL Closing by the applicable counterparty (including if it has been assigned to a Buyer Party), the applicable Buyer Party shall indemnify and hold the applicable Omega Companies harmless from and against any and all Losses arising out of, based upon or attributable to such Existing Guarantees to the extent of such Losses if the applicable counterparty seeks recourse against any Omega Companies as a result of the default or breach by a Target Company first occurring after the US/NL Closing. (b) With respect to each Transaction to which this Confirmation relatesCertain Target Companies have provided, directly or indirectly, the “Independent Amount Percentage” applicable to such Transaction will be equal to: Condition Independent Amount Percentage guarantees, letters of credit, surety bonds, indemnities and similar obligations in favor of suppliers of the Omega Companies set forth in Section 4.15(b) of the Disclosure Letter (i) Except as indicated each, together with each other guarantee, letter of credit, surety bond, indemnity or similar obligation provided by Omega Companies in clauses (ii) and (iii) below, with respect to any Transaction: 25% (ii) Except as indicated in clause (iii) below, with respect to any Transaction relating to a Specified Reference Obligation: Such percentage as Citibank shall specify on or the ordinary course of business prior to the Obligation Trade Date for US/NL Closing in favor of suppliers of the Target Companies, an “Omega Guarantee”). Each Buyer Party and Omega shall, and shall cause their respective Affiliates to, reasonably cooperate with each other party, and Omega shall take all actions prior to the US/NL Closing that are reasonably necessary to secure the unconditional release of the applicable Target Companies (and such Transaction (iiiBuyer Party shall reasonably cooperate with Omega in connection therewith) With respect to any Transaction relating to a Reference Obligation whose Reference Entity is the subject of a Credit Event: Such percentage as Citibank shall specify from time to time in its sole discretion in a notice to Counterparty (c) In no event shall Citibank as Secured Party be obligated to Transfer Posted Credit Support in respect of a Return Amount to Counterparty as Pledgor if (i) the Value under such Omega Guarantees, effective as of any Valuation Date of all Posted Credit Support Transferred the US/NL Closing, and Omega shall deliver to Citibank as secured party pursuant to Clause 9(a) the applicable Person substitute credit support from an Omega Company meeting the credit and not returned to Counterparty would be less than (ii) the aggregate of all Independent Amounts determined pursuant to Clause 9(a). (d) Solely other requirements for the purpose provision of determining credit support (an “Omega Substitute Guarantee”) in lieu of each Omega Guarantee as promptly as reasonably practicable following the date hereof and, in any Delivery Amount or Return Amount pursuant event, prior to the Credit Support AnnexUS/NL Closing Date, which Omega Substitute Guarantee will only become effective upon the US/NL Closing; provided, however, that if any Omega Guarantee is not released prior to or at the US/NL Closing, such Buyer Party and Omega shall each use their respective reasonable best efforts to cause the applicable Omega Guarantee to be replaced by an Omega Substitute Guarantee or otherwise released, terminated, cancelled or discharged without further cost to or obligation on the part of any Target Companies, and otherwise cause any debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, determined or determinable, on or off-balance sheet, of such Target Company under any Omega Guarantee to be released as promptly as reasonably practicable after the US/NL Closing Date. Without limiting the foregoing, if any Omega Guarantee remains outstanding and the obligations of the Target Companies, as applicable, are not fully released following the US/NL Closing by the applicable counterparty (i) in no event including if it has been assigned to Omega), Omega shall Counterparty indemnify and hold Parent, the Buyers and the Target Companies harmless from and against any and all Losses arising out of, based upon or attributable to such Omega Guarantees to the extent of such Losses if the applicable counterparty seeks recourse against a Target Company as a Secured Party have any positive “Exposure” to Citibank with respect to result of the Transactions (in aggregate) to which this Confirmation relates and (ii) without limiting Clause 3(a)(iii) default or 9(e), in no event shall Citibank as a Secured Party have any positive “Exposure” to Counterparty with respect to the Transactions (in aggregate) to which this Confirmation relates. (e) If (i) the Net Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date and (ii) Citibank gives notice thereof to Counterparty on any Business Day, Counterparty shall, no later than one Business Day breach by Omega first occurring after the date of such notice from Citibank, effect the Transfer to Citibank as Secured Party of Eligible Collateral such that the Net Collateral Value Percentage after giving effect to such Transfer is at least equal to the Cure Threshold. In addition, Counterparty may, on any Business Day, effect the Transfer to Citibank as Secured Party of any additional Eligible CollateralUS/NL Closing. (f) Notwithstanding anything in this Confirmation to the contrary (including in Clause 3(e)), if a Termination Trade Date occurs (i) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection with the occurrence of the Scheduled Termination Date (including pursuant to Clause 3(c)) or (iii) in connection with a termination of all Transactions at a time when Counterparty may not arrange sales of Terminated Obligations pursuant to Clause 4(a) by reason of the proviso therein, then, for purposes of determining the effect on the Return Amount with respect to the related Terminated Obligation, the Reference Amount of such Terminated Obligation shall not be reduced to zero until the Business Day next succeeding the Termination Settlement Date. (g) If Counterparty enters into any Transaction under the Master Agreement other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”), then the Credit Support Amount with respect to Counterparty as Pledgor shall never be less than the “Credit Support Amount” with respect to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions and (ii) without regard to the aggregate of all Independent Amounts applicable to Counterparty as Pledgor under this Confirmation. (i) Any Transfer required to be made pursuant to this Clause 9 shall be a Transfer made under the Credit Support Annex (and not a payment or delivery made under Section 2(a)(i) of the Master Agreement).

Credit Support. There shall be an Independent Amount with respect to Counterparty for each Transaction equal to So long as the Reference Amount for such Reference Obligation multiplied by the percentage set forth in Annex I under the caption “Independent Amount Percentage”. Notwithstanding anything in the Credit Support Annex (the “Credit Support Annex”) to the Schedule to the Master Agreement to the contraryCertificates are outstanding, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in the Credit Support Annex):Facility Lessee shall: (a) With respect Maintain for the benefit of the Owner Lessor (or its permitted assignee), Qualifying Credit Support (i) issued in favor of the Owner Lessor (or its permitted assignee) by a Qualifying Credit Support Issuer, (ii) with an available amount equal to each Transaction the greater of (A) the Periodic Lease Rent scheduled to which this Confirmation relatesbe paid in the next six months and (B) 50% of the Periodic Lease Rent scheduled to be paid in the next twelve months; provided that for the period ending January 2, a single “Independent Amount” 2001, the required available amount of such Qualifying Credit Support otherwise required by the above shall be applicable reduced by the Credit Support Adjustment Amount and provided further that (1) the available amount of the Credit Support on any Rent Payment Date shall remain in effect (and not be adjusted as required above) until the earlier of (A) the date upon which the amount due on such Rent Payment Date shall have been paid in full and (B) the tenth (10th) day after such Rent Payment Date and (2) the Facility Lessee shall not be deemed in default of this clause (ii) solely as a result of a reduction in the available amount of the Credit Support resulting from a drawing thereunder so long as the Facility Lessee complies with Section 5.8(e) (as of the Closing Date, the minimum available amount of the Qualifying Credit Support required to Counterparty be in effect during the term of the Certificates pursuant to this clause (ii) is set forth on Schedule 9 hereto (which Schedule does not give effect to any Adjustment Item pursuant to Section 3.5 of the Facility Lease, or any issuance of Additional Lessor Notes or any Exchange pursuant to Section 14.3 (the Facility Lessee acknowledges that the occurrence of any such event may require an increase in the required minimum available amount)), and (iii) for any Qualifying Credit Support issued after July 12, 2001, with a stated expiration date not earlier than one year after the date of issuance of such Qualifying Credit Support (such Qualifying Credit Support to be assigned by the Owner Lessor to the Lease Indenture Trustee in accordance with the Lease Indenture). (b) If Qualifying Credit Support shall have an expiration date prior to the maturity date of the Certificates, the Facility Lessee shall cause such Qualifying Credit Support to be extended or replaced (in compliance with Section 5.8(f)) on or before the date that is at least 30 days prior to such Qualifying Credit Support's expiration date. Conemaugh Participation Agreement 37 (c) If the Facility Lessee or any Qualifying Credit Support Issuer elects to terminate any Qualifying Credit Support prior to the maturity date of the Certificates, the Facility Lessee shall or such Qualifying Credit Support Issuer, as the case may be, shall notify the Owner Lessor and the Lease Indenture Trustee of its intent to terminate the Qualifying Credit Support 60 days prior to the proposed termination date and the Facility Lessee shall replace (in compliance with Section 5.8(f)) such Qualifying Credit Support on or before a date that is 30 days prior to the proposed termination date. (d) If at any time subsequent to the issuance of a Qualifying Credit Support, the Qualifying Credit Support Issuer ceases to be a Qualifying Credit Support Issuer, the Facility Lessee shall, within 60 days of receiving Actual Knowledge of such Qualifying Credit Support Issuer's failing to be a Qualifying Credit Support Issuer, replace (in compliance with Section 5.8(f)) such Qualifying Credit Support with a replacement Qualifying Credit Support issued by a Qualifying Credit Support Issuer. (e) If at any time a Qualifying Credit Support is drawn upon by Lease Indenture Trustee as assignee of the Owner Lessor to pay Periodic Lease Rent, the Facility Lessee shall have 90 days to reinstate the availability under the drawn Qualifying Credit Support (or provide a new Qualifying Credit Support (in compliance with Section 5.8(f))) in an amount equal to the Notional Amount with respect to such Transaction (or, in the case of any increase of the Notional Amount under any Transaction, the amount of such increase) multiplied then required by the percentage set forth in Clause 9(b) under the caption “Independent Amount Percentage”. Not later than one Business Day after the Obligation Trade Date with respect to any Transaction (or the date of any increase in the related Independent AmountSection 5.8(a)(ii), Counterparty as Pledgor will Transfer to Citibank as Secured Party Eligible Collateral having a Value as of the date of Transfer equal to the related Independent Amount (or increase in the related Independent Amount) determined pursuant this Clause 9(a). (b) With respect to each Transaction to which this Confirmation relates, the “Independent Amount Percentage” applicable to such Transaction will be equal to: Condition Independent Amount Percentage (i) Except as indicated in clauses (ii) and (iii) below, with respect to any Transaction: 25% (ii) Except as indicated in clause (iii) below, with respect to any Transaction relating to a Specified Reference Obligation: Such percentage as Citibank shall specify on or prior to the Obligation Trade Date for such Transaction (iii) With respect to any Transaction relating to a Reference Obligation whose Reference Entity is the subject of a Credit Event: Such percentage as Citibank shall specify from time to time in its sole discretion in a notice to Counterparty (c) In no event shall Citibank as Secured Party be obligated to Transfer Posted Credit Support in respect of a Return Amount to Counterparty as Pledgor if (i) the Value as of any Valuation Date of all Posted Credit Support Transferred to Citibank as secured party pursuant to Clause 9(a) and not returned to Counterparty would be less than (ii) the aggregate of all Independent Amounts determined pursuant to Clause 9(a). (d) Solely for the purpose of determining any Delivery Amount or Return Amount pursuant to the Credit Support Annex, (i) in no event shall Counterparty as a Secured Party have any positive “Exposure” to Citibank with respect to the Transactions (in aggregate) to which this Confirmation relates and (ii) without limiting Clause 3(a)(iii) or 9(e), in no event shall Citibank as a Secured Party have any positive “Exposure” to Counterparty with respect to the Transactions (in aggregate) to which this Confirmation relates. (e) If (i) the Net Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date and (ii) Citibank gives notice thereof to Counterparty on any Business Day, Counterparty shall, no later than one Business Day after the date of such notice from Citibank, effect the Transfer to Citibank as Secured Party of Eligible Collateral such that the Net Collateral Value Percentage after giving effect to such Transfer is at least equal to the Cure Threshold. In addition, Counterparty may, on any Business Day, effect the Transfer to Citibank as Secured Party of any additional Eligible Collateral. (f) Notwithstanding anything in this Confirmation The Facility Lessee shall be permitted, from time to the contrary (including in Clause 3(e))time, if to replace any Qualifying Credit Support issued with a Termination Trade Date occurs replacement Qualifying Credit Support as long as (i) during such replacement Qualifying Credit Support complies with the Ramp-Down Periodprovisions hereof, (ii) because all Transactions are being terminated in connection with the occurrence of Owner Lessor assigns such replacement Qualifying Credit Support to the Scheduled Termination Date (including pursuant to Clause 3(c)) or Lease Indenture Trustee, (iii) the Facility Lessee delivers (or causes to be delivered) to the Owner Lessor and the Lease Indenture Trustee an opinion of counsel addressed to each of them (in connection with a termination of all Transactions at a time when Counterparty may not arrange sales of Terminated Obligations pursuant form and substance reasonably satisfactory to Clause 4(a) by reason the Owner Lessor), to the effect that the obligations of the proviso thereinQualifying Credit Support Issuer under any replacement Qualifying Credit Support that is not a letter of credit are valid and enforceable and that the Lien of the Lease Indenture in any Qualifying Credit Support constitutes a valid, thenenforceable and perfected security interest in any Qualifying Credit Support (in each case, for purposes subject to customary qualifications) and (iv) there shall be no interruption in the coverage provided by the Qualifying Credit Support in consequence of determining such optional replacement. Upon any replacement satisfying the effect on the Return Amount with respect to the related Terminated Obligationconditions of this Section 5.8, the Reference Amount of such Terminated Obligation Lease Indenture Trustee shall not be reduced to zero until the Business Day next succeeding the Termination Settlement Date. (g) If Counterparty enters into return any Transaction under the Master Agreement other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”), then the replaced Qualifying Credit Support Amount with respect to Counterparty as Pledgor shall never be less than and execute any discharges or releases reasonably requested by the “Credit Support Amount” with respect to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions and (ii) without regard to the aggregate of all Independent Amounts applicable to Counterparty as Pledgor under this ConfirmationFacility Lessee. (i) Any Transfer required to be made pursuant to this Clause 9 shall be a Transfer made under the Credit Support Annex (and not a payment or delivery made under Section 2(a)(i) of the Master Agreement).

Credit Support. There shall be an Independent Amount with respect to Counterparty for each Transaction equal to the Reference Amount for such Reference Obligation multiplied by the percentage set forth in Annex I under the caption “Independent Amount Percentage”. Notwithstanding anything in the Credit Support Annex (the “Credit Support Annex”) to the Schedule to the Master any other provision of this Agreement or any Ancillary Agreement to the contrary, the following collateral parties agree that UtiliCorp shall maintain in full force and effect each Credit Support Arrangement that is outstanding as of the Separation Date, until such time as such Credit Support Arrangement terminates or expires in accordance with its terms or is otherwise released at the request of Aquila; provided that Aquila shall apply use its commercially reasonable efforts to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in release or replace any Credit Support Arrangement at UtiliCorp's request. In consideration of UtiliCorp's maintenance of the Credit Support Annex): (a) With respect Arrangements, Aquila shall pay to each Transaction to which this Confirmation relatesUtiliCorp a quarterly fee, a single “Independent Amount” shall be applicable to Counterparty beginning with the quarter comprising the first three calendar months following the Change of Control Date, in an amount equal to one-fourth of one percent of (a) except as provided in (b), the Notional Amount with respect to such Transaction (or, in the case of any increase notional amount of the Notional Amount under any Transaction, obligations underlying the amount of such increase) multiplied by the percentage set forth in Clause 9(b) under the caption “Independent Amount Percentage”. Not later than one Business Day after the Obligation Trade Date with respect to any Transaction (or the date of any increase in the related Independent Amount), Counterparty as Pledgor will Transfer to Citibank as Secured Party Eligible Collateral having a Value Credit Support Arrangements as of the date first day of Transfer equal to the related Independent Amount (or increase in the related Independent Amount) such quarter, as reasonably determined pursuant this Clause 9(a). by UtiliCorp, and (b) With respect to each Transaction to which the ▇▇▇▇-to-market exposure, if any, of Aquila as of the first day of such quarter under all long-term gas sales agreements supported by Credit Support Arrangements. UtiliCorp shall ▇▇▇▇ ▇▇▇▇▇▇ for such fees on a quarterly basis. Such bills shall be accompanied by reasonable documentation supporting such charges. Aquila shall satisfy all such bills within 15 days after receipt of an invoice therefor. Late payments shall bear interest at the lesser of 18% per annum or the maximum rate allowed by law. For purposes of this Confirmation relatesSection 4.10, the “Independent Amount Percentage” applicable "notional value" of the obligations underlying a Credit Support Arrangement means the total maximum exposure of UtiliCorp under that Credit Support Arrangement, without regard to such Transaction will be equal to: Condition Independent Amount Percentage (i) Except as indicated in clauses (ii) and (iii) belowmarket conditions or other factors. Notwithstanding the foregoing provisions of this Section 4.10, with respect to any Transaction: 25% (ii) Except as indicated in clause (iii) below, with respect to any Transaction relating to a Specified Reference Obligation: Such percentage as Citibank shall specify if the Distribution does not occur on or prior before March 31, 2001, the parties agree to renegotiate the Obligation Trade Date amount of, the manner of calculating, and the payment dates and terms of the fee payable by Aquila to UtiliCorp for such Transaction (iii) With respect to any Transaction relating to a Reference Obligation whose Reference Entity is the subject its maintenance of a Credit Event: Such percentage as Citibank shall specify from time to time in its sole discretion in a notice to Counterparty (c) In no event shall Citibank as Secured Party be obligated to Transfer Posted Credit Support in respect of a Return Amount to Counterparty as Pledgor if (i) the Value as of any Valuation Date of all Posted Credit Support Transferred to Citibank as secured party pursuant to Clause 9(a) and not returned to Counterparty would be less than (ii) the aggregate of all Independent Amounts determined pursuant to Clause 9(a). (d) Solely for the purpose of determining any Delivery Amount or Return Amount pursuant to the Credit Support Annex, (i) in no event shall Counterparty as a Secured Party have any positive “Exposure” to Citibank with respect to the Transactions (in aggregate) to which this Confirmation relates and (ii) without limiting Clause 3(a)(iii) or 9(e), in no event shall Citibank as a Secured Party have any positive “Exposure” to Counterparty with respect to the Transactions (in aggregate) to which this Confirmation relatesArrangements after that date. (e) If (i) the Net Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date and (ii) Citibank gives notice thereof to Counterparty on any Business Day, Counterparty shall, no later than one Business Day after the date of such notice from Citibank, effect the Transfer to Citibank as Secured Party of Eligible Collateral such that the Net Collateral Value Percentage after giving effect to such Transfer is at least equal to the Cure Threshold. In addition, Counterparty may, on any Business Day, effect the Transfer to Citibank as Secured Party of any additional Eligible Collateral. (f) Notwithstanding anything in this Confirmation to the contrary (including in Clause 3(e)), if a Termination Trade Date occurs (i) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection with the occurrence of the Scheduled Termination Date (including pursuant to Clause 3(c)) or (iii) in connection with a termination of all Transactions at a time when Counterparty may not arrange sales of Terminated Obligations pursuant to Clause 4(a) by reason of the proviso therein, then, for purposes of determining the effect on the Return Amount with respect to the related Terminated Obligation, the Reference Amount of such Terminated Obligation shall not be reduced to zero until the Business Day next succeeding the Termination Settlement Date. (g) If Counterparty enters into any Transaction under the Master Agreement other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”), then the Credit Support Amount with respect to Counterparty as Pledgor shall never be less than the “Credit Support Amount” with respect to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions and (ii) without regard to the aggregate of all Independent Amounts applicable to Counterparty as Pledgor under this Confirmation. (i) Any Transfer required to be made pursuant to this Clause 9 shall be a Transfer made under the Credit Support Annex (and not a payment or delivery made under Section 2(a)(i) of the Master Agreement).

Credit Support. There (a) Following the First Closing, Purchaser shall use commercially reasonable efforts to cause itself (or an Affiliate reasonably acceptable to Parent) to be an Independent Amount substituted as a guarantor or obligor, only with respect to Counterparty periods after the First Closing, under any guarantee (including for each Transaction equal performance under any contract), support agreement, credit agreement, letter of credit or the like for the benefit of the Subject Entities and their Subsidiaries that are set forth on Schedule 5.9 and relate to the Reference Amount for such Reference Obligation multiplied First Closing Funds and, in furtherance thereof, Purchaser agrees to indemnify and hold harmless the Seller Parties and their Affiliates from any liability incurred by the percentage set forth in Annex I under the caption “Independent Amount Percentage”. Notwithstanding anything in the Credit Support Annex (the “Credit Support Annex”) to the Schedule to the Master Agreement to the contrary, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in the Credit Support Annex): (a) With respect to each Transaction to which this Confirmation relates, a single “Independent Amount” shall be applicable to Counterparty in an amount equal to the Notional Amount with respect to such Transaction (or, in the case of any increase of the Notional Amount under any Transaction, the amount of such increase) multiplied by the percentage set forth in Clause 9(b) under the caption “Independent Amount Percentage”. Not later than one Business Day Seller Parties or their Affiliates and arising after the Obligation Trade Date First Closing with respect to any Transaction such guarantee, support agreement, credit agreement, letter of credit or like item. Following the Second Closing, Purchaser shall use commercially reasonable efforts to cause itself (or an Affiliate reasonably acceptable to Parent) to be substituted as a guarantor or obligor, only with respect to periods after the date of Second Closing, under any increase in the related Independent Amountguarantee (including for performance under any contract), Counterparty as Pledgor will Transfer to Citibank as Secured Party Eligible Collateral having a Value as support agreement, credit agreement, letter of credit or the like for the benefit of the date of Transfer equal Subject Entities and their Subsidiaries that are set forth on Schedule 5.9 and relate to the related Independent Amount (Acquired Remainder Funds and, in furtherance thereof, Purchaser agrees to indemnify and hold harmless the Seller Parties and their Affiliates from any liability incurred by the Seller Parties or increase in their Affiliates and arising after the related Independent Amount) determined pursuant this Clause 9(a)Second Closing with respect to any such guarantee, support agreement, credit agreement, letter of credit or like item. (b) Purchaser acknowledges that the Seller Parties or their Affiliates (other than the Subject Entities and their Subsidiaries) have entered into the arrangements listed in Schedule 5.9, pursuant to which (i) guarantees (including of performance under contracts, leases or agreements), letters of credit or other credit arrangements, including surety and performance bonds, have been issued by or for the account of the Seller Parties or their Affiliates (other than the Subject Entities and their Subsidiaries) or (ii) the Seller Parties or their Affiliates (other than the Subject Entities and their Subsidiaries) are the primary or secondary obligors on debt instruments, financing or other contracts or agreements, in any case to support or facilitate business transactions by the Subject Entities and their Subsidiaries. Such arrangements are referred to herein as the “Credit Support Arrangements.” With respect to each Transaction to which this Confirmation relates, the “Independent Amount Percentage” applicable to such Transaction will be equal toCredit Support Arrangements: Condition Independent Amount Percentage (i) Except that relate to the First Closing Funds, prior to the First Closing, Purchaser shall (A) obtain replacement Credit Support Arrangements therefor, (B) repay, or cause the repayment of, all debt and other obligations to which such Credit Support Arrangements relate (and cause the cancellation of such Credit Support Arrangements) or (C) arrange for Purchaser or one of its Affiliates to be substituted as indicated in clauses the obligor thereunder; and (ii) and (iii) belowthat relate to the Acquired Remainder Funds, with respect to any Transaction: 25% (ii) Except as indicated in clause (iii) below, with respect to any Transaction relating to a Specified Reference Obligation: Such percentage as Citibank shall specify on or prior to the Obligation Trade Date Second Closing, Purchaser shall (A) obtain replacement Credit Support Arrangements therefor, (B) repay, or cause the repayment of, all debt and other obligations to which such Credit Support Arrangements relate (and cause the cancellation of such Credit Support Arrangements) or (C) arrange for such Transaction (iii) With respect Purchaser or one of its Affiliates to any Transaction relating to a Reference Obligation whose Reference Entity is be substituted as the subject of a Credit Event: Such percentage as Citibank shall specify from time to time in its sole discretion in a notice to Counterpartyobligor thereunder. (c) In no event The Sellers shall Citibank as Secured Party be obligated (and shall cause their Affiliates to) satisfy and perform their obligations with respect to Transfer Posted Credit Support in respect of a Return Amount to Counterparty as Pledgor if Ambac Guaranteed Funds 2030 (i) the Value as of any Valuation Date of all Posted Credit Support Transferred to Citibank as secured party pursuant to Clause 9(aMMA Financial Ambac Affordable Housing III A, L.P.) and not returned 2039 (MMA Financial Ambac Affordable Housing V, L.P.) (collectively, the “Ambac Funds”), including, without limitation the obligations under the letter of credit (including any replacement or additional letter of credit, the “Ambac Letter of Credit”), and the parties acknowledge that these obligations shall remain the obligations of the Sellers or their Affiliates after the First Closing and shall be deemed Excluded Liabilities for all purposes under this Agreement and the other Transaction Documents. Notwithstanding the foregoing obligations of the Sellers and their Affiliates to Counterparty would be less than (ii) maintain the aggregate of all Independent Amounts determined pursuant to Clause 9(a). (d) Solely for the purpose of determining any Delivery Amount or Return Amount pursuant to the Credit Support Annex, (i) in no event shall Counterparty as a Secured Party have any positive “Exposure” to Citibank obligations with respect to the Transactions (in aggregate) to which this Confirmation relates Ambac Letter of Credit and (ii) without limiting Clause 3(a)(iii) the Ambac Funds, Purchaser or 9(e), in no event shall Citibank as a Secured Party have any positive “Exposure” to Counterparty with respect to the Transactions (in aggregate) to which this Confirmation relates. (e) If (i) the Net Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date and (ii) Citibank gives notice thereof to Counterparty on any Business Day, Counterparty its Affiliates shall, no later than one Business Day after the date of such notice from Citibank, effect the Transfer to Citibank as Secured Party of Eligible Collateral such that the Net Collateral Value Percentage after giving effect to such Transfer is at least equal to the Cure Threshold. In addition, Counterparty may, on any Business Day, effect the Transfer to Citibank as Secured Party of any additional Eligible Collateral. (f) Notwithstanding anything in this Confirmation to the contrary (including in Clause 3(e)), if a Termination Trade Date occurs (i) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection with the occurrence its managerial and operational oversight of the Scheduled Termination Date (including pursuant to Clause 3(c)) or (iii) applicable properties within the Ambac Funds, manage the Ambac Funds after the First Closing in connection a manner that is consistent in all material respects with a termination of all Transactions at a time when Counterparty may not arrange sales of Terminated Obligations pursuant to Clause 4(a) by reason of the proviso therein, then, for purposes of determining manner in which Purchaser and its Affiliates manage similar LIHTC Funds comprising the effect on the Return Amount with respect to the related Terminated Obligation, the Reference Amount of such Terminated Obligation shall not be reduced to zero until the Business Day next succeeding the Termination Settlement DateBusiness. (g) If Counterparty enters into any Transaction under the Master Agreement other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”), then the Credit Support Amount with respect to Counterparty as Pledgor shall never be less than the “Credit Support Amount” with respect to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions and (ii) without regard to the aggregate of all Independent Amounts applicable to Counterparty as Pledgor under this Confirmation. (i) Any Transfer required to be made pursuant to this Clause 9 shall be a Transfer made under the Credit Support Annex (and not a payment or delivery made under Section 2(a)(i) of the Master Agreement).

Credit Support. There shall be (a) In consideration of Party B entering into an Independent Amount agreement on the same material terms as this Agreement with respect to Counterparty for each Transaction equal to the Reference Amount for such Reference Obligation multiplied by the percentage set forth in Annex I under the caption “Independent Amount Percentage”. Notwithstanding anything in the Credit Support Annex Provider (the “Credit Support Annex”"Other Agreement") to and Transactions under that Agreement on the Schedule to the Master Agreement to the contrarysame material terms as Transactions under this Agreement, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in the Credit Support Annex): (a) With respect Provider hereby unconditionally guarantees to each Transaction to Party B the payment by Party A of moneys which this Confirmation relates, are payable by Party A under a single “Independent Amount” shall be applicable to Counterparty in an amount equal to the Notional Amount with respect to such Relevant Swap Transaction (or, on terms set out in this Agreement and in the case of any increase of Confirmation for that Relevant Swap Transaction) (the Notional Amount under any Transaction, the amount of such increase"Payable Moneys") multiplied by the percentage set forth in Clause 9(b) under the caption “Independent Amount Percentage”. Not later than one Business Day after the Obligation Trade Date with respect to any Transaction (or the date of any increase Party B in the related Independent Amount), Counterparty as Pledgor will Transfer to Citibank as Secured event that Party Eligible Collateral having a Value as of the date of Transfer equal to the related Independent Amount (or increase A defaults in the related Independent Amount) determined pursuant this Clause 9(a)payment of those Payable Moneys. (b) With respect If Party B has not been, or Party A reasonably expects that Party B is not going to each Transaction to which this Confirmation relatesbe, paid all or any part of the “Independent Amount Percentage” applicable to such Transaction will be equal to: Condition Independent Amount Percentage (i) Except as indicated in clauses (ii) and (iii) belowpresently payable Payable Moneys by Party A, with respect to any Transaction: 25% (ii) Except as indicated in clause (iii) below, with respect to any Transaction relating to a Specified Reference Obligation: Such percentage as Citibank shall specify on then Party A or prior Party B may by notice to the Obligation Trade Date for Credit Support Provider demand payment of the Payable Moneys in respect of which demand is being made. The Credit Support Provider's obligations to pay the presently payable Payable Moneys which have not been paid by Party A shall not, however, be conditional upon the Credit Support Provider receiving such Transaction (iii) With respect to any Transaction relating to a Reference Obligation whose Reference Entity is the subject notice of a Credit Event: Such percentage as Citibank shall specify from time to time in its sole discretion in a notice to Counterpartydemand. (c) In no event shall Citibank as Secured Party be obligated to Transfer Posted The Credit Support in respect Provider agrees that it will not, unless and until all the present and prospective Payable Moneys have been paid, exercise any rights of a Return Amount subrogation which it may acquire due to Counterparty as Pledgor if (i) the Value as its payment of any Valuation Date of all Posted Credit Support Transferred to Citibank as secured party pursuant to Clause 9(a) and not returned to Counterparty would be less than (ii) the aggregate of all Independent Amounts determined pursuant to Clause 9(aPayable Moneys under section 20(a). (d) Solely for the purpose of determining any Delivery Amount or Return Amount pursuant to All payments by the Credit Support Annex, (i) Provider shall be made in no event shall Counterparty as a Secured Party have any positive “Exposure” to Citibank with respect to the Transactions (currency in aggregate) to which this Confirmation relates and (ii) without limiting Clause 3(a)(iii) or 9(e), in no event shall Citibank as a Secured Party have any positive “Exposure” to Counterparty with respect to the Transactions (in aggregate) to which this Confirmation relatesPayable Moneys are denominated. (e) If (i) Party B agrees that, without affecting its rights under clause 21, to the Net Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date and (ii) Citibank gives notice thereof to Counterparty on any Business Day, Counterparty shall, no later than one Business Day after the date of such notice from Citibank, effect the Transfer to Citibank as Secured Party of Eligible Collateral such extent that the Net Collateral Value Percentage after giving effect Credit Support Provider pays the Payable Moneys and thereby avoids or remedies a default by Party A, Party B shall not be entitled to designate an Early Termination Date in respect of that default by Party A, and such Transfer is at least equal a payment by the Credit Support Provider shall be deemed to the Cure Threshold. In addition, Counterparty may, on any Business Day, effect the Transfer be an "actual payment" as referred to Citibank as Secured Party in line 6 of any additional Eligible Collateralsection 2(e) of this Agreement. (f) Notwithstanding anything in The provisions of this Confirmation to the contrary (including in Clause 3(e)), if a Termination Trade Date occurs (i) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection with the occurrence section 20 shall constitute irrevocable obligations of the Scheduled Termination Date (including pursuant to Clause 3(c)) or (iii) in connection with Credit Support Provider until a termination notice of all Transactions at revocation is served by the Credit Support Provider on Party B, but such a time when Counterparty may notice cannot arrange sales of Terminated Obligations pursuant to Clause 4(a) by reason of the proviso therein, then, for purposes of determining the effect on the Return Amount with respect to the related Terminated Obligation, the Reference Amount of such Terminated Obligation and shall not be reduced to zero until served without the Business Day next succeeding prior written consent of Party A, the Termination Settlement DateNote Trustee and the Trust Manager in consultation with the Designated Rating Agencies. (g) If Counterparty enters into any Transaction under the Master Agreement other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”), then the Credit Support Amount with respect to Counterparty as Pledgor shall never be less than the “Credit Support Amount” with respect to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions and (ii) without regard to the aggregate of all Independent Amounts applicable to Counterparty as Pledgor under this Confirmation. (i) Any Transfer required to be made pursuant to this Clause 9 shall be a Transfer made under the Credit Support Annex (and not a payment or delivery made under Section 2(a)(i) of the Master Agreement).

Credit Support. There shall be an Independent Amount with respect to Counterparty for each Transaction equal to the Reference Amount for such Reference Obligation multiplied by the percentage set forth in Annex I under the caption “Independent Amount Percentage”. Notwithstanding anything in the Credit Support Annex (the “Credit Support Annex”) to the Schedule to the Master Agreement to the contrary, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in the Credit Support Annex): (a) With respect to each Transaction to which this Confirmation relates, a single “Independent Amount” shall be applicable to Counterparty in an amount equal to the Notional Amount Collateral Value with respect to such Transaction (or, in the case of any increase of the Notional Amount under any Transaction, the amount of such increase) multiplied by the percentage set forth in Clause 9(b) under the caption “Independent Amount Percentage”. Not later less than one Business Day after prior to the Obligation Trade Date with respect to any Transaction (or the date of any increase in the related Independent Amount)Date, Counterparty as Pledgor will Transfer to Citibank Barclays as Secured Party Eligible Collateral having a Value as of the date of Transfer equal to the related Independent Amount (or increase in the related Independent Amount) determined pursuant to this Clause 9(a). (b) With respect to each Transaction to which this Confirmation relates, the “Independent Amount Percentage” applicable to such Transaction will be equal to: Condition Independent Amount Percentage: (i) Except as indicated in clauses clause (ii) and or (iii) below, with respect to any Transaction: 2510 % (ii) Except as indicated in clause (iii) below, with With respect to any Transaction relating at a time when there is only one Reference Entity that is the subject of the Transactions to a Specified Reference Obligationwhich this Confirmation relates: Such percentage as Citibank shall specify on or prior to the Obligation Trade Date for such Transaction12.5 % (iii) With respect to any Transaction relating to a Reference Obligation whose Reference Entity that is the subject of a Credit an Enforcement Event: Such percentage as Citibank shall specify from time to time in its sole discretion in a notice to Counterparty20 % (c) In no event shall Citibank Barclays as Secured Party be obligated to Transfer Posted Credit Support in respect of a Return Amount to Counterparty as Pledgor if (i) the Value as of any Valuation Date of all Posted Credit Support Transferred to Citibank held by Barclays as secured party pursuant to Clause 9(a) and not returned to Counterparty Secured Party would be less than (ii) the aggregate of all Independent Amounts determined pursuant to Clause 9(a). (d) Solely for the purpose of determining any Delivery Amount or Return Amount pursuant to the Credit Support Annex, (i) in In no event shall Counterparty Barclays as a Secured Party have any positive Pledgor be required to Transfer Eligible Collateral to Counterparty. In addition, for purposes of calculating “Exposure” to Citibank with respect to the Transactions (in aggregate) to which this Confirmation relates and (ii) without limiting Clause 3(a)(iii) or 9(e), in no event shall Citibank as a Secured Party have any positive “Exposure” to Counterparty with respect to the Transactions (in aggregate) Transaction to which this Confirmation relates, (i) Barclays shall be the sole Valuation Agent and shall determine any Market Quotation in relation to such Transaction, (ii) such Market Quotation will be determined by the Valuation Agent using its estimate of the amount that would be paid for a Replacement Transaction based on the application of Section 6(e)(i)(3) of the Master Agreement, (iii) such Market Quotation may from time to time be determined by the Valuation Agent in its sole discretion and without notice to Counterparty solely in respect of payments in respect of Capital Appreciation or Capital Depreciation that would have been required in respect of a Transaction after the relevant Early Termination Date (provided that the Valuation Agent will not thereafter be precluded from making such determination with respect to all payments and deliveries that would have been required after the relevant Early Termination Date, regardless of the absence of notice thereof to Counterparty) and (iv) if Counterparty disputes the calculation of Exposure with respect to such Transaction, the Valuation Agent will recalculate Exposure for such Transaction on the basis that the market value of the related Reference Obligation is equal to its Current Price. (e) If (iIn the event that Counterparty defaults in its obligation under Paragraph 3(a) the Net Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date and (ii) Citibank gives notice thereof to Counterparty on any Business Day, Counterparty shall, no later than one Business Day after the date of such notice from Citibank, effect the Transfer to Citibank as Secured Party of Eligible Collateral such that the Net Collateral Value Percentage after giving effect to such Transfer is at least equal to the Cure Threshold. In addition, Counterparty may, on any Business Day, effect the Transfer to Citibank as Secured Party of any additional Eligible Collateral. (f) Notwithstanding anything in this Confirmation to the contrary (including in Clause 3(e)), if a Termination Trade Date occurs (i) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection with the occurrence of the Scheduled Termination Date Credit Support Annex to Transfer Eligible Credit Support, then Barclays may in accordance with Clause 4(b) determine the “Final Price” for each Reference Obligation (including pursuant to Clause 3(c)) or (iii) in connection with as if each Reference Obligation were a termination of all Transactions at a time when Counterparty may not arrange sales of Terminated Obligations pursuant to Clause 4(a) by reason of the proviso therein, then, for purposes of determining the effect on the Return Amount with respect to the related “Terminated Obligation, the Reference Amount of such Terminated Obligation shall not be reduced to zero until the Business Day next succeeding the Termination Settlement Date. (g) ”). If Counterparty enters into any Transaction under (and as defined in) the Master Agreement other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”), then the Credit Support Delivery Amount and Return Amount with respect to Counterparty as Pledgor and all Separate Transactions shall never be less than the “Credit Support Amount” with respect to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions and (ii) without regard to the aggregate of all Independent Amounts applicable to Counterparty as the Pledgor under this Confirmation or any Posted Collateral Transferred by Pledgor pursuant to this Confirmation. (f) Except as provided in the following sentence, on the Business Day next succeeding the Pricing Date or Repayment Date, as the case may be, with respect to a Terminated Obligation or Repaid Obligation, (i) Any Transfer required the Independent Amount Percentage with respect to the Transaction (or portion thereof) related to such Terminated Obligation or Repaid Obligation shall be made reduced to zero and (ii) neither party shall have any right to demand the transfer pursuant to this Clause 9 shall be a Transfer made under the Credit Support Annex of additional Eligible Credit Support or the return of Posted Credit Support based upon any subsequent change in Exposure to the other party with respect to the Transaction (and or portion thereof) related to such Terminated Obligation or Repaid Obligation. If the Final Price with respect to any Transaction (or portion thereof) relating to a Terminated Obligation is determined by reference to one or more Firm Bids submitted by Counterparty or any Affiliate thereof, then (i) the Independent Amount Percentage with respect to the Transaction (or portion thereof) related to such Terminated Obligation shall not a payment or delivery made under Section 2(a)(i) be reduced to zero until the date of the Master Agreementfinal settlement of all purchases as to which Counterparty or any Affiliate thereof has submitted a Firm Bid satisfying the requirements of Clause 4(b) and (ii) Barclays (in its sole discretion) may continue to demand the transfer pursuant to the Credit Support Annex of additional Eligible Credit Support (subject to Counterparty’s right to demand the return of Posted Credit Support) based upon changes in Exposure subsequent to the submission of such Firm Bids by Counterparty or any Affiliate thereof, in each case, until the date of the final settlement of all purchases as to which Counterparty or any Affiliate thereof has submitted a Firm Bid satisfying the requirements of Clause 4(b) (and, for this purpose, such Credit Support Amount shall be determined with respect to any Terminated Obligation as if no Final Price had been established until the date of settlement of the relevant purchase).

Credit Support. There (a) The Seller Parties shall or shall cause another Person on the Seller Parties’ behalf to provide, and shall require to maintain (in a manner consistent with the applicable requirements under the relevant Contractual Obligation or Permit pursuant to which such Third Party Credit Support is required to be an Independent Amount provided, including with respect to Counterparty for each Transaction equal to all required extensions), all the Reference Amount for such Reference Obligation multiplied by the percentage set forth in Annex I under the caption “Independent Amount Percentage”. Notwithstanding anything in the Third Party Credit Support Annex identified on Section 5.13(a) of the Seller Disclosure Schedule as in effect on the Closing Date (the “Existing Credit Support”), for so long as such Third Party Credit Support Annex”shall be required (together with all required extensions) pursuant to the Schedule to the Master Agreement to the contrary, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in the Credit Support Annex): (a) With respect to each Transaction to which this Confirmation relates, a single “Independent Amount” shall be applicable to Counterparty in an amount equal to the Notional Amount with respect to such Transaction (or, in the case of any increase of the Notional Amount under any Transaction, the amount of such increase) multiplied by the percentage set forth in Clause 9(b) under the caption “Independent Amount Percentage”. Not later than one Business Day after the Contractual Obligation Trade Date with respect to any Transaction (or the date of any increase in the related Independent Amount), Counterparty as Pledgor will Transfer to Citibank as Secured Party Eligible Collateral having a Value as of the date of Transfer equal to the related Independent Amount (or increase in the related Independent Amount) determined pursuant this Clause 9(a)Permit giving rise thereto. (b) With respect to each Transaction to which this Confirmation relatesFrom and after the date hereof, the Buyer shall notify the Seller in writing in the event that the Buyer is required to obtain additional Third Party Credit Support (“Independent Amount Percentage” applicable to such Transaction will be equal to: Condition Independent Amount Percentage Required Credit Support”). Such notice from the Buyer shall provide (iA) Except as indicated in clauses (ii) and (iii) below, reasonable detail with respect to the Required Credit Support, such detail to include the proposed form of Required Credit Support, and any Transaction: 25%Contractual Obligations to which the Required Credit Support, relates, and the intended duration, scope and other material terms of such Required Credit Support, and (B) any other related information that the Buyer receives from the Company or Joint HoldCo in respect of such Required Credit Support. The Buyer will promptly provide any additional information reasonably requested by the Seller in connection with the Seller’s evaluation of the request to provide Required Credit Support. (iic) Except as indicated in clause (iii) below, Following receipt of such notice from the Buyer with respect to any Transaction relating to a Specified Reference Obligation: Such percentage as Citibank Required Credit Support, the Seller shall specify on or prior to the Obligation Trade Date for such Transaction (iii) With respect to any Transaction relating to a Reference Obligation whose Reference Entity is the subject of a Credit Event: Such percentage as Citibank shall specify from time to time have in its sole discretion in a notice the option, but not the obligation, to Counterparty (c) In no event shall Citibank as Secured Party be obligated to Transfer Posted Credit Support in respect of a Return Amount to Counterparty as Pledgor if (i) obtain and maintain, subject to the Value as satisfactory negotiation of any Valuation Date of definitive documentation related to such Required Credit Support, whether itself or another Person on Seller’s behalf (in a manner consistent with the applicable requirements under the relevant Contractual Obligation or Permit, including with respect to all Posted required extensions) such Required Credit Support Transferred to Citibank for so long as secured party such Required Credit Support shall be required (together with all required extensions) pursuant to Clause 9(a) the Contractual Obligation or Permit giving rise thereto and not returned to Counterparty would be less than (ii) if any Existing Credit Support or Required Credit Support maintained by the aggregate Seller or another Person on the Seller’s behalf expires as a result of all Independent Amounts determined damage or delays during construction, extend such Existing Credit Support or Required Credit Support for so long as it is required to be maintained pursuant to Clause 9(athe applicable Contractual Obligation or Permit; provided that if the Contractual Obligation or Permit giving rise to such Required Credit Support is amended, or the terms thereof otherwise modified or waived, and such amendment, modification or waiver would impact the amount or duration of such Required Credit Support (each, a “Required Credit Support Extension”), Seller will have the option in its sole discretion, but not the obligation, to consent to Required Credit Support Extension. If the Seller determines to provide such Required Credit Support or Required Credit Support Extension, it will inform the Buyer of such determination within ten (10) Business Days of the date of the Buyer’s notification pursuant to Section 5.13(b) or this Section 5.13(c), respectively. (d) Solely for the purpose of determining The Seller shall economically bear any Delivery Amount amounts due with respect to any Required Credit Support or Return Amount Required Credit Support Extension (including any Required Credit Support or Required Credit Support Extension that Seller does not provide) pursuant to the Company LLCA or Joint HoldCo LLCA and will reasonably and actively cooperate with Buyer in connection with obtaining any Required Credit Support Annexor Required Credit Support Extension that the Seller elects not to provide. Such amounts may, if the Buyer so requests and the Seller in its sole discretion agrees, be paid within ten (i10) in no event shall Counterparty as a Secured Party have any positive “Exposure” to Citibank with respect Business Days of the Buyer’s written request or, to the Transactions extent such amounts are not paid within such ten (10) Business Day period, such amounts shall be accounted for in aggregate) to which this Confirmation relates and (ii) without limiting Clause 3(a)(iii) or 9(e), the Purchase Price Adjustments set forth in no event shall Citibank as a Secured Party have any positive “Exposure” to Counterparty with respect to the Transactions (in aggregate) to which this Confirmation relatesArticle II. (e) If Unless the Buyer has previously consented in writing, the Seller shall not amend or modify (iother than extensions) the Net Collateral Value Percentage terms of any Third Party Credit Support maintained or obtained by the Seller or another Person on any Valuation Date is less than behalf of the Termination Threshold on such Valuation Date and (ii) Citibank gives notice thereof Seller pursuant to Counterparty on any Business Day, Counterparty shall, no later than one Business Day after the date of such notice from Citibank, effect the Transfer to Citibank as Secured Party of Eligible Collateral such that the Net Collateral Value Percentage after giving effect to such Transfer is at least equal this Section 5.13. Notwithstanding anything herein to the Cure Threshold. In additioncontrary, Counterparty may, on Seller shall not be required to obtain any Business Day, effect the Transfer to Citibank as Secured Party of any additional Eligible Collateral. (f) Notwithstanding anything in this Confirmation to the contrary (including in Clause 3(e)), if a Termination Trade Date occurs (i) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection with the occurrence of the Scheduled Termination Date (including pursuant to Clause 3(c)) or (iii) in connection with a termination of all Transactions at a time when Counterparty may not arrange sales of Terminated Obligations pursuant to Clause 4(a) by reason of the proviso therein, then, for purposes of determining the effect on the Return Amount Required Credit Support with respect to the related Terminated Obligation, the Reference Amount a Project following COD of such Terminated Obligation shall not be reduced to zero until the Business Day next succeeding the Termination Settlement Date. (g) If Counterparty enters into Project, or economically bear any Transaction under the Master Agreement other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”), then the Credit Support Amount amounts due with respect to Counterparty as Pledgor shall never be less than the “(x) any Required Credit Support Amount” obtained with respect to Counterparty a Project following COD of such Project, other than as Pledgor calculated (i) solely with reference to all Separate Transactions and (ii) without regard to the aggregate of all Independent Amounts applicable to Counterparty as Pledgor under this Confirmation. (i) Any Transfer required to be made agreed by Seller pursuant to this Clause 9 shall be a Transfer made under the any Existing Credit Support, Required Credit Support Annex or Required Credit Support Extension or (and not a payment y) any power purchase contract or delivery made under Section 2(a)(i) of the Master Agreement)other offtake contract.

Credit Support. There shall be an Independent Amount with respect to Counterparty for each Transaction equal to the Reference Amount for such Reference Obligation multiplied by the percentage set forth in Annex I under the caption “Independent Amount Percentage”. Notwithstanding anything in the Credit Support Annex (the “Credit Support Annex”) to the Schedule to the Master Agreement to the contrary, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in the Credit Support Annex): (a) With respect On each day of the Term, CMI agrees to each Transaction provide and to which this Confirmation relates, a single “Independent Amount” shall be applicable maintain credit support to Counterparty in an amount equal LNGCo pursuant to the Notional Amount with respect to such Transaction (orterms of, and in the amounts set forth in, this Section 5.4, in the case of any increase of the Notional Amount under any Transaction, the amount of such increase) multiplied by the percentage set forth in Clause 9(b) under the caption “Independent Amount Percentage”. Not later than one Business Day after the Obligation Trade Date with respect order to any Transaction (or the date of any increase in the related Independent Amount), Counterparty as Pledgor will Transfer to Citibank as Secured Party Eligible Collateral having a Value as of the date of Transfer equal to the related Independent Amount (or increase in the related Independent Amount) determined pursuant this Clause 9(a)secure LNGCo Exposure. (b) With respect Upon demand by LNGCo, if the Delivery Amount equals or exceeds the Minimum Transfer Amount, then CMI will Transfer to each Transaction LNGCo in cash the Delivery Amount. Upon demand by CMI, if the Return Amount equals or exceeds the Minimum Transfer Amount, then LNGCo will Transfer to which this Confirmation relatesCMI in cash the Return Amount; provided, however that the “amount of Posted Collateral to be provided by CMI to LNGCo shall not be less than the Independent Amount Percentage” applicable to such Transaction will be equal to: Condition Independent Amount Percentage (i) Except as indicated in clauses (ii) and (iii) below, with respect to any Transaction: 25% (ii) Except as indicated in clause (iii) below, with respect to any Transaction relating to a Specified Reference Obligation: Such percentage as Citibank Amount. Posted Collateral shall specify on or prior to the Obligation Trade Date for such Transaction (iii) With respect to any Transaction relating to a Reference Obligation whose Reference Entity is the subject of a Credit Event: Such percentage as Citibank shall specify from time to time in its sole discretion in a notice to Counterpartynot bear interest. (c) In no event shall Citibank as Secured Party All calculations of Exposure will be obligated to Transfer Posted Credit Support in respect of a Return Amount to Counterparty as Pledgor if (i) the Value made by LNGCo as of any the Valuation Date Time. LNGCo will notify CMI of all Posted Credit Support Transferred to Citibank as secured party pursuant to Clause 9(a) and its calculations not returned to Counterparty would be less than (ii) later that the aggregate of all Independent Amounts determined pursuant to Clause 9(a)Notification Time on the Business Day following the applicable Valuation Date. (d) Solely for the purpose Each Transfer obligation of determining any Delivery Amount or Return Amount pursuant a Party under Section 5.4(b) is subject to the Credit Support Annex, conditions precedent that: (i) in no event shall Counterparty as a Secured Party have any positive “Exposure” to Citibank Event of Default has occurred and is continuing with respect to the Transactions (in aggregate) to which this Confirmation relates and other Party; and (ii) without limiting Clause 3(a)(iii) no Early Termination Date or 9(e), in no event shall Citibank Default Termination Date for which any unsatisfied payment obligations exist has occurred or has been designated as a Secured Party have any positive “Exposure” to Counterparty the result of an Event of Default with respect to the Transactions (in aggregate) to which this Confirmation relatesother Party. (e) If (i) the Net CMI grants to LNGCo a first priority continuing security interest in, lien on, and right of set-off against all Posted Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date and (ii) Citibank gives notice thereof Transferred to Counterparty on any Business Day, Counterparty shall, no later than one Business Day after the date of such notice from Citibank, effect or received by LNGCo hereunder. Upon the Transfer of Posted Collateral by LNGCo to Citibank as Secured Party of Eligible CMI, the security interest and lien granted hereunder on that Posted Collateral such that the Net Collateral Value Percentage after giving effect to such Transfer is at least equal will be released immediately and, to the Cure Threshold. In additionextent possible, Counterparty may, on without any Business Day, effect the Transfer to Citibank as Secured Party of any additional Eligible Collateralfurther action by either Party. (f) Notwithstanding anything in this Confirmation LNGCo shall segregate and hold separately on its books and records the Posted Collateral held by it from all other assets it may hold. LNGCo shall exercise reasonable care to assure the contrary (including in Clause 3(e)), if a Termination Trade Date occurs (i) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection with the occurrence safe custody of the Scheduled Termination Date (including pursuant Posted Collateral and shall have the right to Clause 3(c)) sell, transfer, pledge, rehypothecate, assign, invest, use, commingle or (iii) otherwise dispose of, or otherwise use in connection with a termination of all Transactions at a time when Counterparty may not arrange sales of Terminated Obligations pursuant to Clause 4(a) by reason of the proviso thereinits business, then, for purposes of determining the effect on the Return Amount with respect to the related Terminated Obligation, the Reference Amount of such Terminated Obligation shall not be reduced to zero until the Business Day next succeeding the Termination Settlement Dateany Posted Collateral it holds. (g) In the event of an Event of Default on the part of CMI, LNGCo shall have the right to set-off any amounts owing by CMI against any Posted Collateral. If Counterparty enters into the Posted Collateral exceeds the amount to be set-off, such excess shall be subject to the provisions of Section 5.4(b). (h) Promptly following a demand made by a Party, the other Party will execute, deliver, file and record any Transaction financing statement, specific assignment or other document and take any other action that may be necessary or desirable and reasonably requested by that Party to create, preserve, perfect or validate any security interest or lien granted under the Master this Section 5.4, to enable that Party to exercise or enforce its rights under this Agreement other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”), then the Credit Support Amount with respect to Counterparty as Pledgor shall never be less than the “Credit Support Amount” with respect Posted Collateral or to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions and (ii) without regard to the aggregate effect or document a release of all Independent Amounts applicable to Counterparty as Pledgor under this Confirmationa security interest on Posted Collateral. (i) Any Transfer required to be made pursuant to this Clause 9 shall be a Transfer made under the Credit Support Annex (and not a payment or delivery made under Section 2(a)(i) of the Master Agreement).

Credit Support. There shall be an Independent Amount In the event that the corporate guarantee(s) provided by the Shareholders in accordance with respect to Counterparty for each Transaction equal Clause 9.3(b) are not acceptable to the Reference Amount for such Reference Obligation multiplied by lenders, then the percentage CEO shall determine whether it may be appropriate to procure further guarantees from the Shareholders that are acceptable to the lenders or to make equity capital calls in the manner set forth in Annex I under Clause 9.2 above. In the caption “Independent Amount Percentage”. Notwithstanding anything event that the CEO determines that further guarantees are to be procured from the Shareholders on a pro rata basis, and any Shareholder cannot provide such guarantees, then the Board may call upon any other Shareholder(s) to guarantee or support the entire amount of the debt financing, provided that the Shareholder providing such support shall be entitled to the option ("Guarantee Call Option") either directly or through a designee to purchase Shares of the defaulting Shareholder in the Credit Support Annex (the “Credit Support Annex”) following manner and to the Schedule to the Master Agreement to the contrary, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in the Credit Support Annex):extent: (a) With respect the number of shares for which the option to each Transaction apply to which this Confirmation relates, a single “Independent Amount” shall be applicable to Counterparty in an amount equal to a number so as to ensure that the Notional Amount with respect to Shareholder exercising the Guarantee Call Option holds such Transaction (or, in the case of any increase percentage of the Notional Amount under any Transaction, Shares of the Company upon exercising the Guarantee Call Option as it would have held had an equity call for the amount of such increase) multiplied by the percentage set forth in Clause 9(b) under credit support been made at the caption “Independent Amount Percentage”. Not later than one Business Day after time of providing the Obligation Trade Date with respect to any Transaction (or the date of any increase in the related Independent Amount), Counterparty as Pledgor will Transfer to Citibank as Secured Party Eligible Collateral having a Value as of the date of Transfer equal to the related Independent Amount (or increase in the related Independent Amount) determined pursuant this Clause 9(a).credit support; (b) With respect the price of the Shares to each Transaction to which this Confirmation relates, be sold if the “Independent Amount Percentage” applicable to such Transaction will non-defaulting Shareholder exercises the Guarantee Call Option shall be equal to: Condition Independent Amount Percentage (i) Except 10% above the Fair Value at the time of providing the credit support. Fair Value shall be as indicated determined in clauses (ii) and (iii) below, with respect to any Transaction: 25% (ii) Except as indicated the manner set out in clause (iii) below, with respect to any Transaction relating to a Specified Reference Obligation: Such percentage as Citibank shall specify on or prior to the Obligation Trade Date for such Transaction (iii) With respect to any Transaction relating to a Reference Obligation whose Reference Entity is the subject of a Credit Event: Such percentage as Citibank shall specify from time to time in its sole discretion in a notice to CounterpartySchedule A; (c) In no event shall Citibank as Secured Party be obligated the non-defaulting Shareholder exercising the Guarantee Call Option may exercise such Guarantee Call Option at any time provided the non-defaulting Shareholder provides at least 15 Business Days' notice of its intention to Transfer Posted Credit Support in respect of a Return Amount to Counterparty as Pledgor if (i) exercise the Value as of any Valuation Date of all Posted Credit Support Transferred to Citibank as secured party pursuant to Clause 9(a) and not returned to Counterparty would be less than (ii) the aggregate of all Independent Amounts determined pursuant to Clause 9(a). (d) Solely for the purpose of determining any Delivery Amount or Return Amount pursuant Guarantee Call Option to the Credit Support Annexdefaulting Shareholder. The defaulting Shareholder shall have the right to terminate the Guarantee Call Option at any time, (i) in no event shall Counterparty as a Secured Party have any positive “Exposure” to Citibank with respect to the Transactions (in aggregate) to which this Confirmation relates and (ii) without limiting Clause 3(a)(iii) or 9(e), in no event shall Citibank as a Secured Party have any positive “Exposure” to Counterparty with respect to the Transactions (in aggregate) to which this Confirmation relates. (e) If (i) the Net Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date and (ii) Citibank gives notice thereof to Counterparty on any Business Day, Counterparty shall, no later than one Business Day after the date of including during such notice from Citibankperiod, effect the Transfer to Citibank as Secured Party by providing its share of Eligible Collateral such that the Net Collateral Value Percentage after giving effect to such Transfer is at least equal to the Cure Threshold. In addition, Counterparty may, on any Business Day, effect the Transfer to Citibank as Secured Party of any additional Eligible Collateral. (f) Notwithstanding anything credit support in this Confirmation to the contrary (including in Clause 3(e)), if a Termination Trade Date occurs (i) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection accordance with the occurrence of the Scheduled Termination Date (including pursuant to Clause 3(c)) or (iii) in connection with a termination of all Transactions at a time when Counterparty may not arrange sales of Terminated Obligations pursuant to Clause 4(a) by reason of the proviso therein, then, for purposes of determining the effect on the Return Amount with respect to the related Terminated Obligation, the Reference Amount of such Terminated Obligation shall not be reduced to zero until the Business Day next succeeding the Termination Settlement Date. (g) If Counterparty enters into any Transaction under the Master Agreement other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”), then the Credit Support Amount with respect to Counterparty as Pledgor shall never be less than the “Credit Support Amount” with respect to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions and (ii) without regard to the aggregate of all Independent Amounts applicable to Counterparty as Pledgor under this Confirmation. (i) Any Transfer required to be made pursuant to this Clause 9 shall be a Transfer made under the Credit Support Annex (and not a payment or delivery made under Section 2(a)(i) of the Master Agreement)9.4.

Credit Support. There shall (a) Each Member (other than the FI Member) (i) has provided or caused to be provided pursuant to its respective Subscription Agreement, Equity Credit Support with an Independent Amount with respect to Counterparty for each Transaction initial stated amount equal to the Reference Amount for such Reference Obligation multiplied by the percentage amount set forth in Annex I opposite such Member’s name under the caption heading “Independent Amount Percentage”. Notwithstanding anything in Equity Credit Support” on Annex B and (ii) shall at all times after the date hereof until the Cash Contribution End Date maintain Equity Credit Support Annex (the “Credit Support Annex”) to the Schedule to the Master Agreement to the contrary, the following collateral terms shall apply to each Transaction to which this Confirmation relates (capitalized terms used in this Clause 9 but not otherwise defined in this Confirmation have the respective meanings given to such terms in the Credit Support Annex): (a) With respect to each Transaction to which this Confirmation relates, a single “Independent Amount” shall be applicable to Counterparty in an amount equal to its Remaining Committed Amount (provided that, prior to the Notional Amount with respect satisfaction of the FERC Remand Condition, NextDecade Member shall only be required to such Transaction deposit into the Accelerated Cash Collateral Account (or, as defined in the case of Equity Contribution Agreement) any increase portion of the Notional Aggregate Accelerated Funding Amount under that has not yet been contributed to the T4 Liquefaction Owner in cash), it being acknowledged and agreed that one Member may provide additional Equity Credit Support on behalf of another Member, but any Transaction, the amount failure to provide such additional Equity Credit Support shall be a breach of such increase) multiplied by other Member, not the percentage set forth in Clause 9(b) under the caption “Independent Amount Percentage”. Not later than one Business Day after the Obligation Trade Date with respect to any Transaction (or the date of any increase in the related Independent Amount), Counterparty as Pledgor will Transfer to Citibank as Secured Party Eligible Collateral having a Value as of the date of Transfer equal to the related Independent Amount (or increase in the related Independent Amount) determined pursuant this Clause 9(a)Member providing such additional Equity Credit Support. (b) With respect to the FI Member, each Transaction to which this Confirmation relates, the “Independent Amount Percentage” applicable to such Transaction will be equal to: Condition Independent Amount Percentage FI Member Owner (i) Except as indicated in clauses has provided or caused to be provided pursuant to the FI Member Subscription Agreement, Equity Credit Support with an initial stated amount equal to the amount set forth opposite such FI Member Owner’s name under the heading “FI Equity Credit Support” on Annex B and (ii) shall at all times after the date hereof until the Cash Contribution End Date, maintain or cause to be maintain Equity Credit Support in an amount equal to its FI Remaining Committed Amount; provided that, if such FI Member Owner has provided a Fund Guaranty in accordance with the Equity Contribution Agreement, on each Equity Contribution Date, such FI Member Owner shall provide Equity Credit Support in the form of a Supplemental LC in an amount equal to its respective FIMO Supplemental Coverage Amount in satisfaction of the obligations of Holdings under Section 2.2(b) of the Equity Contribution Agreement, it being acknowledged and agreed that one FI Member Owner may provide additional Equity Credit Support on behalf of another FI 58 Member Owner, but any failure to provide such additional Equity Credit Support shall be a breach of such other FI Member Owner and the FI Member, not the FI Member Owner providing such additional Equity Credit Support. If any FI Member Owner has provided a Fund Guaranty, on each Equity Contribution Date the Company agrees that it will instruct Holdings to deliver a SECS Certificate (as defined in the Equity Contribution Agreement), in form and substance compliant with the Equity Contribution Agreement and reflecting T4 Project Costs approved by Board, together with any Supplemental LC delivered by such FI Member Owner under this Section 3.11(b). (c) The obligation of each Member and FI Member Owner to maintain Equity Credit Support in accordance with this Section 3.11 shall terminate automatically and without the further action of any Person upon the earlier of (i) the Project Completion Date and (iiiii) below, (A) with respect to any Transaction: 25% Member (iiother than the FI Member), the date on which the Committed Amount of such Member is equal to $0.00, (B) Except as indicated in clause with respect to the FI Member, the date on which the FI Committed Amount of each FI Member Owner is equal to $0.00 or (iiiC) below, with respect to any Transaction relating FI Member Owner, the date on which the FI Committed Amount of such FI Member Owner is equal to $0.00; provided, that for purposes of determining the termination of GIP’s obligation to maintain Equity Credit Support in accordance with this Section 3.11, GIP’s FI Committed Amount shall be deemed to exclude the total amount of Equity Contributions that GIM Participation Velocity, L.P. has committed to contribute indirectly (through its direct or indirect ownership of the FI Member) to the Company as provided in Annex B. (d) Upon Holdings making any Equity Payment (as defined in the Equity Contribution Agreement) under the Equity Contribution Agreement, the Company shall cause Holdings to deliver (i) an ECS Reduction Certificate pursuant to Section 2.2(f) of the Equity Contribution Agreement reducing the amount of the Equity Credit Support provided by each Member or FI Member Owner that has funded an Equity Contribution (other than by way of a Specified Reference Obligation: Such percentage as Citibank shall specify drawing on Equity Credit Support provided by such Member or FI Member Owner at its direction) or Defaulting Holder Loan on or prior to such Equity Contribution Date to thereby cause the Obligation Trade Date for available amount of such Transaction (iii) With respect Member’s or FI Member Owner’s Equity Credit Support as of such date to any Transaction relating to a Reference Obligation whose Reference Entity is equal, in the subject case of a Credit Event: Such percentage as Citibank shall specify from time to time Member, such Member’s Remaining Committed Amount or, in its sole discretion in a notice to Counterparty (c) In no event shall Citibank as Secured Party be obligated to Transfer Posted Credit Support in respect the case of a Return Amount to Counterparty as Pledgor if (i) the Value an FI Member Owner, such FI Member Owner’s FI Remaining Committed Amount, as of any Valuation such Equity Contribution Date of all Posted Credit Support Transferred to Citibank as secured party pursuant to Clause 9(a) and not returned to Counterparty would be less than (ii) the aggregate of all Independent Amounts determined pursuant to Clause 9(a). (d) Solely for the purpose of determining any Delivery Amount or Return Amount pursuant to the Credit Support Annex, (i) in no event shall Counterparty as a Secured Party have any positive “Exposure” to Citibank with respect to the Transactions (in aggregate) to which this Confirmation relates and (ii) without limiting Clause 3(a)(iii) or 9(e)a revised ECS Allocation Schedule that reflects such reductions. For the elimination of doubt, the Company shall not, and shall ensure that Holdings shall not, reduce the Remaining Committed Amount (or, in no event shall Citibank as a Secured Party have the case of an FI Member Owner, FI Remaining Committed Amount) and the Equity Credit Support of any positive “Exposure” Defaulting Holder in respect of its deemed Equity Contribution in the amount of any outstanding Defaulting Holder Loan extended to Counterparty with respect to the Transactions (in aggregate) to which this Confirmation relatessuch Defaulting Holder. (e) If any Payment Defaulting Holder repays a Defaulting Holder Loan in accordance with Section 13.3, the applicable Curing Holder (or Curing Guarantor on its behalf) shall promptly deliver to Holdings Equity Credit Support in the amount necessary to satisfy its obligations pursuant to Section 3.11(a) or Section 3.11(b), as applicable, taking into account such repayment and, upon receipt of such additional Equity Credit Support from the applicable Curing Holder (or Curing Guarantor on its behalf), the Company shall (i) cause Holdings to deliver such additional Equity Credit Support to the Net T4 Collateral Value Percentage on any Valuation Date is less than the Termination Threshold on such Valuation Date Agent and (ii) Citibank gives notice thereof to Counterparty deliver an ECS Reduction Certificate and a revised ECS Allocation Schedule that reflects the additional Equity Credit Support of the Curing Holder (or Curing Guarantor on any Business Day, Counterparty shall, no later than one Business Day after its behalf) and a reduction of the date Equity Credit Support provided by or on behalf of such notice from Citibank, effect Defaulting Holder in the Transfer to Citibank as Secured Party amount of Eligible Collateral such that the Net Collateral Value Percentage after giving effect to such Transfer is at least equal repayment to the Cure Thresholdextent that such Equity Credit Support exceeds its Remaining Committed Amount or FI Remaining Committed Amount, as applicable. In addition, Counterparty may, on any Business Day, effect the Transfer to Citibank as Secured Party of any additional Eligible Collateral.59 (f) The Company shall promptly, and in any event within two Business Days following the request of any Member or FI Member Owner, deliver new Equity Credit Support provided by or on behalf of such Member or FI Member Owner to the T4 Collateral Agent in exchange for return of any existing Equity Credit Support provided by or on behalf of such Member or FI Member Owner. Notwithstanding anything in this Confirmation to the contrary (including in Clause 3(e))herein and unless otherwise directed by the applicable FI Member or FI Member Owner, if a Termination Trade Date occurs (i) during the Ramp-Down Period, (ii) because all Transactions are being terminated in connection with the occurrence of the Scheduled Termination Date (including pursuant to Clause 3(c)) any FI Member or (iii) in connection with a termination of all Transactions at a time when Counterparty may not arrange sales of Terminated Obligations pursuant to Clause 4(a) by reason of the proviso therein, then, for purposes of determining the effect on the Return Amount with respect FI Member Owner has delivered multiple Equity Credit Support instruments to the related Terminated ObligationCompany, the Reference Amount of Company shall make any requests for drawing on such Terminated Obligation shall not be reduced to zero until the Business Day next succeeding the Termination Settlement DateEquity Credit Support instruments a pro rata basis. (g) Within one Business Day following the request of any Member or FI Member Owner that has provided Equity Credit Support to make a drawing under such Equity Credit Support in lieu of an Equity Contribution pursuant to Section 3.2(b), the Company shall, and shall cause its applicable subsidiaries to, cause Holdings to deliver a written notice to the T4 Collateral Agent, with a copy to T4 Liquefaction Owner and the Collateral and Intercreditor Agent, directing the T4 Collateral Agent to make a draw on such Equity Credit Support in the amount of such Equity Contribution (which notice shall specify the amount to be drawn), in accordance with Section 2.1(c) of the Equity Contribution Agreement. (h) If Counterparty enters into any Transaction under the Master Agreement Member (other than the Transactions contemplated by this Confirmation (each, a “Separate Transaction”)FI Member) fails to honor its obligation to make Equity Contributions in accordance with Section 3.2, then the Company shall cause Holdings to deliver a written notice to the T4 Collateral Agent, with a copy to T4 Liquefaction Owner and the Collateral and Intercreditor Agent, directing the T4 Collateral Agent to make a draw on the Equity Credit Support Amount provided by such failing Member in the amount of such Equity Contribution (which notice shall specify the amount to be drawn), in accordance with respect to Counterparty as Pledgor shall never be less than Section 2.1(c) of the “Equity Contribution Agreement; provided, that if the issuer of such Member’s Equity Credit Support Amount” with respect previously has failed to Counterparty as Pledgor calculated (i) solely with reference to all Separate Transactions honor its obligations under such Equity Credit Support instrument and (ii) without regard such failure has not been cured before the date on which such notice is provided to the aggregate T4 Collateral Agent, then the Company shall direct the T4 Collateral Agent to make a draw on the Equity Credit Support provided by the other Members and FI Member Owners, pro rata based on their respective Equity Credit Support Percentages. If the FI Member fails to honor its obligation to make Equity Contributions in accordance with Section 3.2, then the Company shall determine which FI Member Owner is responsible for such failure (and, to the extent the Company is unable to make such determination, the FI Member shall inform the Company promptly thereof), and the Company shall cause its applicable subsidiaries to cause Holdings to deliver a written notice to the T4 Collateral Agent, with a copy to T4 Liquefaction Owner and the Collateral and Intercreditor Agent, directing the T4 Collateral Agent to make a draw on the Equity Credit Support provided by such responsible FI Member Owner in the amount of all Independent Amounts applicable such Equity Contribution (which notice shall specify the amount to Counterparty as Pledgor be drawn), in accordance with Section 2.1(c) of the Equity Contribution Agreement; provided, that if the issuer of such FI Member Owner’s Equity Credit Support previously has failed to honor its obligations under this Confirmationsuch Equity Credit Support instrument and such failure has not been cured before the date on which such notice is provided to the T4 Collateral Agent, then the Company shall direct the T4 Collateral Agent to make a draw on the Equity Credit Support provided by the other Members and FI Member Owners, pro rata based on their respective Equity Credit Support Percentages. (i) Any Transfer required The Company shall cause Holdings to be made deliver an updated ECS Allocation Schedule pursuant to this Clause 9 shall be a Transfer made under the Credit Support Annex (and not a payment or delivery made under Section 2(a)(i2.2(f) of the Master Agreement)Equity Contribution Agreement promptly, and in any case within two Business Days, of: (i) the date any Equity Credit Support provided by or on behalf of any Member is drawn to pay the obligations of any other Member; (ii) the date of any conversion to equity of any Covering Equity Loan that was funded with the proceeds of a drawing of any Equity Credit Support; (iii) the date of any Transfer of Equity Credit Support in connection with the replacement of any 60 Membership Interests in the Company or commitments to the Company in accordance with Section 13.3(a)(iii) or otherwise and (iv) the aggregate amount of the Equity Credit Support exceeding the Remaining Committed Amount, and in such case such updated ECS Allocation Schedule shall provide for reduction of each Equity Credit Support instrument that exceeds the applicable Member’s Remaining Committed Amount or applicable FI Member Owner’s FI Remaining Committed Amount, in accordance with the instructions of the applicable FI Member or FI Member Owner; provided that such instructions may not request a reduction, taking into account Equity Credit Support instruments delivered by the applicable FI Member or FI Member Owner, to an amount that is less than the applicable Member’s Remaining Committed Amount or applicable FI Member Owner’s FI Remaining Committed Amount. The Company shall ensure that Holdings shall not request an update to the ECS Allocation Schedule pursuant to Section 2.2(f) of the Equity Contribution Agreement except as expressly set forth in this Section 3.11. (j) Prior to the satisfaction of the FERC Remand Condition, notwithstanding anything herein or in any Financing Document to the contrary, the Company shall not cause or permit the T4 Liquefaction Owner to incur any indebtedness under the Financing Documents if as a result of incurring such indebtedness, the Credit Exposure Percentage of the TTE Member or the FI Member will be greater than the Base Funding Percentage of such Member or the Credit Exposure Percentage of any FI Member Owner will be greater than its Base Funding Percentage of the FI Member’s Base Funding Percentage.