AND/OR THIRD PARTY LIQUIDATION PAYMENTS; PROVIDED, THAT,
THE COMMITMENT OF PARTY A TO MAKE ANY SUCH LOANS SHALL EXPIRE ON THE 30TH DAY
FOLLOWING THE CLOSING DATE.
(VI)
PARTY B AGREES THAT, TO SECURE ITS OBLIGATIONS
AND POTENTIAL OBLIGATIONS UNDER THE THIRD PARTY NOVATED TRANSACTIONS AND UNDER
THE LOANS RELATING TO ANY THIRD PARTY LIQUIDATION PAYMENTS, IT SHALL DELIVER TO
PARTY A ON THE CLOSING DATE CASH IN AN AMOUNT EQUAL TO THAT PORTION OF THE THIRD
PARTY NOTIONAL AMOUNT THAT PARTY A ATTRIBUTES TO THE MARK-TO-MARKET EXPOSURE FOR
CALCULATION PERIODS UNDER THE TRANSACTIONS LISTED ON EXHIBIT 10(B)(I) THAT
COMMENCE MORE THAN ONE CALENDAR YEAR FROM THE CLOSING DATE (EACH, A "THIRD PARTY
FUTURE CALCULATION PERIOD").
ALL SUCH CASH SHALL BE HELD BY PARTY A IN THE SWAP
NOTE SUB ACCOUNT; PROVIDED, HOWEVER, THAT, ON EACH GAS SWAP SETTLEMENT DATE
FOLLOWING OCTOBER 31, 2009 AND AS LONG AS NO DEFAULT OR POTENTIAL TERMINATION
EVENT HAS OCCURRED AND IS CONTINUING WITH RESPECT TO PARTY B, PARTY A SHALL
TRANSFER FROM THE SWAP NOTE SUB ACCOUNT TO THE PARTY A SUB ACCOUNT AN AMOUNT
EQUAL TO THAT PORTION OF THE THIRD PARTY NOTIONAL AMOUNT OF EACH SUCH
TRANSACTION ATTRIBUTED TO THE THIRD PARTY FUTURE CALCULATION PERIOD OCCURRING
ELEVEN MONTHS FOLLOWING SUCH GAS SWAP SETTLEMENT DATE.
(VII)
IF PARTY A AND PARTY B DO NOT AGREE ON A FLAT
FEE TO BE PAID BY PARTY B TO PARTY A FOR ENTERING INTO THE CORRESPONDING THIRD
PARTY TRANSACTIONS AND THE THIRD PARTY NOVATION TRANSACTIONS, PARTY B SHALL PAY
TO PARTY A THE APPLICABLE GAS ADDER IN RESPECT OF THE NOTIONAL AMOUNTS RELATING
TO EACH SUCH CORRESPONDING THIRD PARTY TRANSACTION AND EACH SUCH THIRD PARTY
NOVATION TRANSACTION.
THE PARTIES FURTHER AGREE THAT THE AGGREGATE NOTIONAL
AMOUNTS OF THE CORRESPONDING THIRD PARTY TRANSACTIONS AND THE THIRD PARTY
NOVATION TRANSACTIONS SHALL BE COUNTED TOWARD THE MINIMUM GAS QUANTITY FOR THE
INITIAL CONTRACT YEAR.
(C)
LOAN ACCOUNTING.
(I)
PARTY A SHALL RECORD IN ITS RECORDS THE
DATE AND AMOUNT OF EACH OF THE LOANS AND EACH REPAYMENT THEREOF.
THE AGGREGATE
UNPAID PRINCIPAL AMOUNT SO RECORDED SHALL BE REBUTTABLY PRESUMPTIVE EVIDENCE OF
THE PRINCIPAL AMOUNT OF THE LOANS OWING AND UNPAID.
THE FAILURE TO SO RECORD
ANY SUCH AMOUNT OR ANY ERROR IN SO RECORDING ANY SUCH AMOUNT SHALL NOT, HOWEVER,
LIMIT OR OTHERWISE AFFECT THE OBLIGATIONS OF PARTY B HEREUNDER OR UNDER ANY
PROMISSORY NOTE TO REPAY THE PRINCIPAL AMOUNT OF THE LOANS HEREUNDER, TOGETHER
WITH ALL INTEREST ACCRUING THEREON.
(II)
AT THE REQUEST OF PARTY A, THE LOANS SHALL
BE EVIDENCED BY PROMISSORY NOTES, SUBSTANTIALLY IN THE FORM OF
EXHIBIT 10(C)(II), WITH APPROPRIATE INSERTIONS, PAYABLE TO THE ORDER OF PARTY A
IN A FACE PRINCIPAL AMOUNT EQUAL TO THE PRINCIPAL AMOUNT OF THE APPLICABLE LOAN.
(D)
INTEREST.
(I)
PARTY B PROMISES TO PAY INTEREST ON THE
UNPAID PRINCIPAL AMOUNT OF EACH LOAN FOR THE PERIOD COMMENCING ON THE DATE OF
SUCH LOAN UNTIL SUCH LOAN IS PAID IN FULL AT THE APPLICABLE RATE PER ANNUM SET
FORTH