Common use of Acknowledgment and Consent to Bail-In of Affected Financial Institutions Clause in Contracts

Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or Issuing Bank that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or Issuing Bank that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. Each Lender confirms, as of the Effective Date (or, if later, the date upon which such Lender becomes a party to this Agreement) that either (a) such Lender is not an Affected Financial Institution or (b) it has notified in writing the Borrower and the Administrative Agent that it is an Affected Financial Institution. Each Lender shall promptly notify the Borrower and the Administrative Agent if for any reason, at any time, it becomes an Affected Financial Institution.

Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or Issuing Bank that is an Affected Financial Institution is a party to this Agreement and notwithstanding Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or Issuing Bank party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. Each Lender confirms​ ​ ​ ​ ​ ​ SCHEDULE I TO MARGIN LOAN AGREEMENT Bank of America, N.A. $[__] $[__] Mizuho Bank, Ltd. $[__] $[__] Credit Agricole Corporate and Investment Bank $[__] $[__] Royal Bank of Canada $[__] $[__] UBS AG, London Branch $[__] $[__] BNP Paribas $[__] $[__] ​ ​ BNP Paribas $[__] $[__] $[__] Credit Agricole Corporate and Investment Bank $[__] $[__] $[__] Royal Bank of Canada $[__] $[__] $[__] UBS AG, London Branch $[__] $[__] $[__] Mizuho Bank, Ltd. $[__] $[__] $[__] SCHEDULE I - 2 ​ ​ ​ ​ ADDRESSES FOR NOTICES ​ LBC Cheetah 6, LLC, as of the Effective Date (or, if later, the date upon which such Lender becomes a party to this Agreement) that either (a) such Lender is not an Affected Financial Institution or (b) it has notified in writing the Borrower and the Administrative Agent that it is an Affected Financial Institution. Each Lender shall promptly notify 00000 Xxxxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxxxx 00000 Attention: Assistant Vice President Telephone No.: [Separately provided] Facsimile No.: [Separately provided] E-mail: [Separately provided] ​ with a copy to: ​ LBC Cheetah 6, LLC, as the Borrower and the Administrative Agent if 00000 Xxxxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxxxx 00000 Attention: Chief Legal Officer Telephone No.: [Separately provided] Facsimile No.: [Separately provided] E-mail: [Separately provided] ​ Authorized persons for any reasontelephonic notices: [Separately provided] ​ ​ Wilmington Trust, at any time, it becomes an Affected Financial InstitutionNational Association [Separately provided] Attention: [Separately provided] Telephone No.: [Separately provided] Facsimile No.: [Separately provided] E-mail: [Separately provided] ​ ​ BNP Paribas [Separately provided] Attention: [Separately provided] Facsimile No.: [Separately provided] E-mail: [Separately provided] ​ with a copy to: ​ [Separately provided] ​ ​

Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or Issuing Bank that is an Affected Financial Institution is a party to this Agreement and notwithstanding Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or Issuing Bank party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertakingentity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Loan Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. Each Lender confirms, of the parties hereto has caused a counterpart of this Loan Agreement to be duly executed and delivered as of the Effective Date (ordate first above written. a New Mexico corporation By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer U.S. BANK NATIONAL ASSOCIATION, if later, the date upon which such individually in its capacity as a Lender becomes a party to this Agreement) that either (a) such Lender is not an Affected Financial Institution or (b) it has notified and in writing the Borrower and the its capacity as Administrative Agent that it is an Affected Financial Institution. Each By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director BANK OF AMERICA, N.A., as a Lender shall promptly notify the Borrower and the Administrative Agent if for any reason, at any time, it becomes an Affected Financial Institution.By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President

Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or Issuing Bank that is an Affected Financial Institution is a party to this Agreement and notwithstanding Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or Issuing Bank party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. Each Lender confirmsSubject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, as the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Effective Date Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time or from time to time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of any Issuing Bank, a Lender, an Affiliate of any Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (orgeneral or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) (other than funds owned by third parties) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2, and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if laterany Defaulting Lender shall exercise any such right of setoff, the date upon which such Lender becomes a party (x) all amounts so set off shall be paid over immediately to this Agreement) that either (a) such Lender is not an Affected Financial Institution or (b) it has notified in writing the Borrower and the Administrative Agent that it is an Affected Financial Institution. Each for further application in accordance with the provisions of Section 3.9, and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly notify the Borrower and to the Administrative Agent if for any reason, at any time, a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it becomes an Affected Financial Institutionexercised such right of setoff.

Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or Issuing Bank that is an Affected Financial Institution is a party to this Agreement and notwithstanding Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or Issuing Bank party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertakingentity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. Each [Signature pages follow.] WITNESS the due execution hereof as of the date first above written. Avista Corporation By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent and a Lender confirmsBy: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President COBANK, ACB, as a Lender, By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Assistant Corporate Secretary [FORM OF] NOTE $__________ __________, 20__ FOR VALUE RECEIVED, the undersigned, AVISTA CORPORATION, a Washington corporation (the “Borrower”), hereby promises to pay to the order of ____________________ (the “Lender”), at the office of U.S. Bank National Association as administrative agent (the “Administrative Agent”), at 000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, on the Expiration Date, as defined in the Credit Agreement dated as of April 6, 2020 among the Borrower, the Lenders listed in Schedule 2.01 thereto and the Administrative Agent (the “Credit Agreement”), the aggregate unpaid principal amount of all Loans (as defined in the Credit Agreement) of the Lender under the Credit Agreement, in lawful money of the United States of America in immediately available funds, and to pay interest from the date hereof on the principal amount hereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on the dates provided in the Credit Agreement. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement. The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The non-exercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All Loans evidenced by this Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates and maturity dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such a notation shall not affect the obligations of the Borrower under this Note. This Note is one of the Notes referred to in the Credit Agreement, which, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note shall be construed in accordance with and governed by the laws of the State of New York and any applicable laws of the United States of America. AVISTA CORPORATION By: Name: Title: [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”). The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date (or, if later, the date upon which such Lender becomes a party to this Agreement) that either (a) such Lender is not an Affected Financial Institution or (b) it has notified in writing the Borrower and inserted by the Administrative Agent that it is an Affected Financial Institutionas contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the assigned amount and percentage interest identified below of the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other rights of the Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity, in each case related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Each Lender shall promptly notify Such sale and assignment are without recourse to the Borrower Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Administrative Agent if for any reason, at any time, it becomes an Affected Financial InstitutionAssignor.

Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or Issuing Bank that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or Issuing Bank that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. Each Lender confirms, as of the Effective Date (or, if later, the date upon which such Lender Xxxxxx becomes a party to this Agreement) that either (a) such Lender is not an Affected Financial Institution or (b) it has notified in writing the Borrower and the Administrative Agent that it is an Affected Financial Institution. Each Lender shall promptly notify the Borrower and the Administrative Agent if for any reason, at any time, it becomes an Affected Financial Institution.

Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or Issuing Bank that is an Affected Financial Institution is a party to this Agreement and notwithstanding Notwithstanding anything to the contrary in any Loan Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, Credit Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: : (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or Issuing Bank party hereto that is an Affected Financial Institution; and and (b) the effects of any Bail-In Action on any such liability, including, if applicable: : (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertakingentity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Credit Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. Each Lender confirmsSignature Page to Uncommitted Letter of Credit and Reimbursement Agreement (Northwest Natural Gas Company) CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, individually as a Lender, an Issuing Bank and as Administrative Agent By Name: Xxxx Xxxxxxx Title: Authorized Signatory 120852864.3 0204249-00001 SCHEDULE 2.01A APPLICABLE PERCENTAGE LENDER APPLICABLE PERCENTAGE CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH 100% SCHEDULE 3.08 SUBSIDIARIES OF NORTHWEST NATURAL GAS COMPANY an Oregon Corporation Below sets forth all of the Effective Date (ordirect and indirect subsidiaries of Northwest Natural Gas Company. Indirect subsidiaries are set forth in indents under their direct parent entity. All subsidiaries are wholly owned except as otherwise noted. Name of Subsidiary Jurisdiction Organized Northwest Energy Corporation Oregon NWN Gas Reserves LLC Oregon NW Natural RNG Holding Company, if laterLLC Oregon Lexington Renewable Energy LLC1 Delaware Dakota City Renewable Energy LLC2 Delaware 1 NW Natural RNG Holding Company, LLC owns 100% of the date upon which such Lender becomes a Class A Membership Units in Lexington Renewable Energy LLC and an unaffiliated third party to this Agreement) that either (a) such Lender is not owns 100% of the Class B Membership Units. 2 NW Natural RNG Holding Company, LLC owns 100% of the Class A Membership Units in Dakota City Renewable Energy LLC and an Affected Financial Institution or (b) it has notified in writing unaffiliated third party owns 100% of the Borrower and the Administrative Agent that it is an Affected Financial Institution. Each Lender shall promptly notify the Borrower and the Administrative Agent if for any reason, at any time, it becomes an Affected Financial InstitutionClass B Membership Units.

Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or Issuing Bank that is an Affected Financial Institution is a party to this Agreement and notwithstanding Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or Issuing Bank party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertakingentity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. Each Lender confirmsJPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 000 Xxxxx Xxxxxxxx, Xxxxx 00 Xxxxxxx, Xxxxxxxx 00000-5506 Attention: Xxxxxxx X Xxxxx Facsimile: (000) 000-0000 Email Address: xxxx.xxxxx@xxxxx.xxx Re: Northwest Natural Gas Company Ladies and Gentlemen: Reference is hereby made to the Amended and Restated Credit Agreement dated as of November 3, 2021 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Northwest Natural Gas Company (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Effective Date (orCredit Agreement that it requests a Borrowing under the Credit Agreement, if later, the date upon which such Lender becomes a party to this Agreement) and in that either (a) such Lender is not an Affected Financial Institution or (b) it has notified in writing connection the Borrower specifies the following information with respect to such Borrowing requested hereby: 1. Aggregate principal amount of Borrowing:1 __________ 2. Date of Borrowing (which shall be a Business Day)2: __________ 3. Type of Borrowing3: __________ 4. Interest Period and the last day thereof (if a Term Benchmark Borrowing):4 __________ 5. Location and number of the Borrower’s account or any other account agreed upon by the Administrative Agent that it is an Affected Financial Institution. Each Lender shall promptly notify and the Borrower and the Administrative Agent if for any reason, at any time, it becomes an Affected Financial Institutionto which proceeds of Borrowing are to be disbursed: __________ 1 Not less than applicable amounts specified in Section 2.02(c).

Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or Issuing Bank that is an Affected Financial Institution is a party to this Agreement and notwithstanding Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or Issuing Bank party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. Each Lender confirms​ ​ ​ ​ SCHEDULE I TO MARGIN LOAN AGREEMENT ​ ​ ​ ​ ​ LBC Cheetah 6, LLC, as of the Effective Date (or, if later, the date upon which such Lender becomes a party to this Agreement) that either (a) such Lender is not an Affected Financial Institution or (b) it has notified in writing the Borrower and 00000 Xxxxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxxxx 00000 Attention: [Separately provided] Telephone No.: [Separately provided] Facsimile No.: [Separately provided] Email: [Separately provided] ​ with a copy to: ​ LBC Cheetah 6, LLC, as the Borrower 00000 Xxxxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxxxx 00000 Attention: [Separately provided] Telephone No.: [Separately provided] Facsimile No.: [Separately provided] Email: [Separately provided] ​ Authorized persons for telephonic notices: [Separately provided]. ​ BNP Paribas, New York Branch, as Administrative Agent that it is an Affected Financial Institution. Each Lender shall promptly notify BNP Paribas [Separately provided] Attention: [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​ with a copy to: [Separately provided] Managing Director Strategic Equity Solutions BNP Paribas [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​ ​ ​ [Separately provided] Managing Director Strategic Equity Solutions BNP Paribas [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​ [Separately provided] Managing Director Strategic Equity Solutions BNP Paribas [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​ Credit Agricole Corporate and Investment Bank [Separately provided] Attention: [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​ Mizuho Bank, Ltd. [Separately provided] Attention: [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​ Royal Bank of Canada [Separately provided] Attention: [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​ with copies to: ​ Royal Bank of Canada [Separately provided] ​ Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​ JPMorgan Chase Bank, N.A., London Branch SEF Trading [Separately provided] Attention: [Separately provided] Telephone No.: [Separately provided] Facsimile No.: [Separately provided] Email: [Separately provided] ​ with a copy to: ​ JPMorgan Chase Bank, N.A., London Branch Structured Equity Financing [Separately provided] Attention: [Separately provided] Telephone No.: [Separately provided] Facsimile No.: [Separately provided] Email: [Separately provided] ​ ​ MUFG Union Bank, N.A. [Separately provided] Attention: [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] Bank of America, N.A. [Separately provided] Attention: [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​ with a copy to: ​ Bank of America, N.A. [Separately provided] Attention: [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​ Canadian Imperial Bank of Commerce [Separately provided] [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​ with copies to: ​ Canadian Imperial Bank of Commerce [Separately provided] Attention: [Separately provided] Email: [Separately provided] [Separately provided] Attention: [Separately provided] Email: [Separately provided] ​ Citibank, N.A. [Separately provided] Attention: [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​ Deutsche Bank AG, London Branch c/o Deutsche Bank Securities Inc. [Separately provided] Attention: [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​ with copies to: ​ Deutsche Bank AG, London Branch c/o Deutsche Bank Securities Inc. [Separately provided] Attention: [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​ Deutsche Bank AG, London Branch c/o Deutsche Bank Securities Inc. [Separately provided] Attention: [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​ Xxxxxx Xxxxxxx Bank, N.A. [Separately provided] Attention of: [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​ with copies to: ​ Xxxxxx Xxxxxxx & Co. LLC [Separately provided] Attention of: [Separately provided] Email: [Separately provided] ​ In each case, with copies to the Borrower and following: ​ [Separately provided] Société Générale [Separately provided] Attention: [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​ with a copy to the Administrative Agent if for any reason, at any time, it becomes an Affected Financial Institution.following email addresses: ​ [Separately provided]

Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or Issuing Bank that is an Affected Financial Institution is a party to this Agreement and notwithstanding Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or Issuing Bank party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; oror ​ (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. Each Lender confirms​ ​ [Remainder of Page Intentionally Left Blank] ​ ​ ​ SCHEDULE 10.02 TO MARGIN LOAN AGREEMENT ​ LBC Cheetah 6, LLC, as of the Effective Date (or, if later, the date upon which such Lender becomes a party to this Agreement) that either (a) such Lender is not an Affected Financial Institution or (b) it has notified in writing the Borrower and 00000 Xxxxxxx Xxxxxxxxx Englewood, Colorado 80112 Attention: [Separately provided] Telephone No.: [Separately provided] Facsimile No.: [Separately provided] Email: [Separately provided] ​ with a copy to: ​ LBC Cheetah 6, LLC, as the Borrower 00000 Xxxxxxx Xxxxxxxxx Englewood, Colorado 80112 Attention: [Separately provided] Telephone No.: [Separately provided] Facsimile No.: [Separately provided] Email: [Separately provided] ​ Authorized persons for telephonic notices: [Separately provided] ​ ​ BNP Paribas, New York Branch, as Administrative Agent that it is an Affected Financial Institution. Each Lender shall promptly notify the Borrower and the Administrative Agent if for any reason, at any time, it becomes an Affected Financial InstitutionBNP Paribas [Separately provided] Attention: [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​ with a copy to: ​ [Separately provided] Strategic Equity Solutions BNP Paribas [Separately provided] Attention: [Separately provided] Telephone No.: [Separately provided] Email: [Separately provided] ​

Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or Issuing Bank that is an Affected Financial Institution is a party to this Agreement and notwithstanding Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or Issuing Bank party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Writewrite-Down down and Conversion Powers conversion powers of the applicable Resolution Authority. 19. Each Lender confirmsSchedule 1.2 of the Credit Agreement is hereby amended and restated in its entirety in the form attached hereto as Attachment 1. 20. Subject to Section 12.15 of the Credit Agreement, those titles shown on Attachment 1 to this Seventh Amendment are awarded to the Banks, as applicable, in replacement of any previously awarded titles. 21. This Seventh Amendment shall become effective (the “Seventh Amendment Effective Date”) according to the terms and as of the Effective Date (ordate hereof, if later, upon satisfaction of the date upon which such Lender becomes a party to this Agreement) that either following conditions: (a) such Lender is not an Affected Financial Institution or (b) it has notified in writing receipt by the Borrower Agent of .pdf copies of counterpart originals of: i. this Seventh Amendment, duly executed and delivered by the Company and the Administrative Agent that it is an Affected Financial InstitutionBanks; ii. Each Lender shall promptly notify a Reaffirmation of Loan Documents duly executed and delivered by the Borrower Company and each of the Administrative Agent if for any reason, at any time, it becomes an Affected Financial Institution.Guarantors;

Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or Issuing Bank that is an Affected Financial Institution is a party to this Agreement and notwithstanding Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or Issuing Bank party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable:: 159920.01001/125732841v.6 (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. Each Lender confirms, . (e) The Credit Agreement is hereby amended by amending and restating Exhibit G (Form of Borrowing Base Certificate) to the Credit Agreement in the form of such Exhibit annexed hereto as to Annex A. (f) The Credit Agreement is hereby amended by amending and restating Schedule 2.01 (Commitments and Applicable Percentages) to the Credit Agreement in the form of the Effective Date (or, if later, the date upon which such Lender becomes a party Schedule annexed hereto as to this Agreement) that either (a) such Lender is not an Affected Financial Institution or (b) it has notified in writing the Borrower and the Administrative Agent that it is an Affected Financial Institution. Each Lender shall promptly notify the Borrower and the Administrative Agent if for any reason, at any time, it becomes an Affected Financial Institution.Annex B.

Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or Issuing Bank that is an Affected Financial Institution is a party to this Agreement and notwithstanding Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or Issuing Bank party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertakingentity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. Each Lender confirmsJPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 000 Xxxxx Xxxxxxxx, Xxxxx 00 Xxxxxxx, Xxxxxxxx 00000-5506 Attention: Xxxxxxx X Xxxxx Facsimile: (000) 000-0000 Email Address: xxxx.xxxxx@xxxxx.xxx Re: Northwest Natural Holding Company Ladies and Gentlemen: Reference is hereby made to the Amended and Restated Credit Agreement dated as of November 3, 2021 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Northwest Natural Holding Company (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Effective Date (orCredit Agreement that it requests a Borrowing under the Credit Agreement, if later, the date upon which such Lender becomes a party to this Agreement) and in that either (a) such Lender is not an Affected Financial Institution or (b) it has notified in writing connection the Borrower specifies the following information with respect to such Borrowing requested hereby: 1. Aggregate principal amount of Borrowing:1 __________ 2. Date of Borrowing2 (which shall be a Business Day): __________ 3. Type of Borrowing3: __________ 4. Interest Period and the last day thereof (if a Term Benchmark Borrowing):4 __________ 5. Location and number of the Borrower’s account or any other account agreed upon by the Administrative Agent that it is an Affected Financial Institution. Each Lender shall promptly notify and the Borrower and the Administrative Agent if for any reason, at any time, it becomes an Affected Financial Institutionto which proceeds of Borrowing are to be disbursed: __________ 1 Not less than applicable amounts specified in Section 2.02(c).