Common use of Credit or Other Special Provisions Clause in Contracts

Credit or Other Special Provisions. The credit or other special provisions contained in Annex B and Annex B-1 hereto and made a part hereof apply and are incorporated herein by reference, such that the term “Confirmation” as used herein and in the Annex attached hereto, shall refer to and mean, this Confirmation, together with all of the Annexes attached hereto. Please promptly confirm that the foregoing correctly sets forth the terms of the Transaction entered into between us by executing the copy of this Confirmation and returning it to us within one Business Day of receipt hereof via Facsimile to (000) 000-0000, Attention: Director, Documentation Dept. A copy of the originally executed Confirmation should be sent to us by overnight delivery for receipt within two Business Days of receipt hereof. Enron North America Corp. is pleased to have entered into this Transaction with you. Yours sincerely, By: _____________________________ Name: _____________________________ Title: _____________________________ Confirmed as of the Trade Date: By: _____________________________ Name: _____________________________ Title: _____________________________ Enron North America Corp. 0000 Xxxxx Xxxxxx Houston, Texas 77002 Dear Sir or Madam: We have acted as counsel to _________________________________ (the “Counterparty”), in connection with the execution and delivery by the Counterparty of a Confirmation dated as of ________ (the Confirmation, the ISDA Master Agreement and any Transactions intended to be governed thereby are hereinafter referred to as the “Agreement”), between you and the Counterparty. In such capacity we have examined a copy of the Agreement. We have also reviewed certain corporate proceedings of the Counterparty, and we have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records of the Counterparty, certificates of public officials and of officers and representatives of the Counterparty and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or otherwise satisfactorily identified copies. We have also assumed that the Agreement has been duly executed and delivered by you pursuant to appropriate corporate authority. The opinions given below are limited to matters concerning the laws of the United States of America. Based upon the foregoing and having regard for such legal considerations as we deem relevant, we are of opinion that: 1. The Counterparty is a [__________________] duly existing under the laws of [________________]. 2. The Counterparty has full corporate power to execute and deliver the Agreement and to perform its obligations thereunder. 3. Such actions have been duly authorized by all necessary corporate action and do not violate, and are not in conflict with any provision of law or of the corporate charter and related documents of the Counterparty. 4. All authorizations of, exemptions by and filings with any governmental, regulatory body or other authority that are required to be obtained or made in connection with the Counterparty’s execution, delivery and performance of the Agreement have been obtained or made and are valid and subsisting. 5. The Agreement has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Counterparty enforceab*le against the Counterparty in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally from time to time in effect). Obligations of any branch of the Counterparty are for all purposes obligations of the Counterparty, enforceable against the Counterparty to the same extent set forth in the next preceding sentence. The enforceability of the Counterparty’s obligations is also subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 6. The choice of law provision set forth in the Agreement is valid and binding under the laws of [________________] and any political subdivision thereof and would be given effect by the courts of [__________________] and any political subdivision thereof.

Credit or Other Special Provisions. The credit This Confirmation is a complete and a binding agreement between you and us as to the Transaction. Until a Master Agreement is executed by you and us, all currently existing swap, option or other special provisions financially-settled derivative transactions between the parties shall be governed by the terms and conditions set forth in any Annex attached hereto. All such swap, option or other financially-settled derivative transactions, shall constitute a single integrated agreement between you and us, it being acknowledged that the parties are relying upon the fact that all such swap, option or other financially-settled derivative transactions will form a single agreement and that the parties would no otherwise enter into any transactions. The terms and conditions contained in any Annex B and Annex B-1 attached hereto and made a part hereof apply and are incorporated herein by referenceinto this Confirmation, such that the term “Confirmation” as used herein and in the event of any inconsistency between any Annex attached hereto, shall refer to and meanthis letter agreement, this Confirmationletter agreement shall govern. Upon execution by you and us of a Master Agreement, together with all this Confirmation will supplement, form a part of, and be subject to the Master Agreement. In the event of any inconsistency between this Confirmation and the Annexes attached heretoMaster Agreement, the Master Agreement shall govern except as expressly set forth therein. Please promptly confirm that the foregoing If this Confirmation correctly sets forth the terms of the Transaction that we have entered into between us by executing the copy of this Confirmation and returning it to us within one Business Day of receipt hereof via Facsimile to (000) 000-0000into, Attention: Director, Documentation Dept. A copy of the originally executed Confirmation should be sent please promptly confirm in a reply to us by overnight delivery for receipt signing below and sending this Confirmation (or a copy hereof) to us (or notifying us of any bona fide error that would require revision in order to accurately reflect our agreement on the Transaction) by facsimile transmission within two Business Days after your receipt of receipt hereofthis Confirmation. If you fail to so reply within such time period, the terms hereof will constitute binding and conclusive evidence of the Transaction. We look forward to receiving your prompt reply. Enron North America Corp. is pleased please to have entered into this Transaction with you. Yours sincerelySincerely, Enron North America Corp. Xxxxxxx Foods By: ________DRAFT______________ By: _________DRAFT___________________ Name: _____________________________ Name: _____________________________ Title: _____________________________ Confirmed as of the Trade Date: By: _____________________________ NameTitle: _____________________________ Title: _________________________________ Enron North Date: _____________________________ Date: ________________________________ PO Box 4428 Wire Transfer to: Bank of America Corp. N.A. Houston, TX 77210-4428 Acct No. 3750494727 Attention: Director, Documentation Dept ABA Routing No. 000000000 Fax: Phone: (000) 000-0000 With a copy of any notice given pursuant to Section 3 or 4 of Annex A or Annex B, if any, to: 0000 Xxxxx Xxxxxx Houston, Texas 77002 Dear Sir or MadamAttn.: We have acted as counsel to Assistant General Counsel, Trading Group Fax: (000) 000-0000 Address: ____________________________ _________________________________________ (the “Counterparty”), in connection with the execution and delivery by the Counterparty of a Confirmation dated as of ________ (the Confirmation, the ISDA Master Agreement and any Transactions intended to be governed thereby are hereinafter referred to as the “Agreement”), between you and the Counterparty. In such capacity we have examined a copy of the Agreement. We have also reviewed certain corporate proceedings of the Counterparty, and we have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records of the Counterparty, certificates of public officials and of officers and representatives of the Counterparty and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or otherwise satisfactorily identified copies. We have also assumed that the Agreement has been duly executed and delivered by you pursuant to appropriate corporate authority. The opinions given below are limited to matters concerning the laws of the United States of America. Based upon the foregoing and having regard for such legal considerations as we deem relevant, we are of opinion that: 1. The Counterparty is a [__________________] duly existing under the laws of [________________]. 2. The Counterparty has full corporate power to execute and deliver the Agreement and to perform its obligations thereunder. 3. Such actions have been duly authorized by all necessary corporate action and do not violate, and are not in conflict with any provision of law or of the corporate charter and related documents of the Counterparty. 4. All authorizations of, exemptions by and filings with any governmental, regulatory body or other authority that are required to be obtained or made in connection with the Counterparty’s execution, delivery and performance of the Agreement have been obtained or made and are valid and subsisting. 5. The Agreement has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Counterparty enforceab*le against the Counterparty in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally from time to time in effect). Obligations of any branch of the Counterparty are for all purposes obligations of the Counterparty, enforceable against the Counterparty to the same extent set forth in the next preceding sentence. The enforceability of the Counterparty’s obligations is also subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 6. The choice of law provision set forth in the Agreement is valid and binding under the laws of [________________] and any political subdivision thereof and would be given effect by the courts of [_ __________________] _______________________ ____________________________________ _________________________________________ Attention: ___________________________ _________________________________________ Fax: ________________________________ _________________________________________ Phone: ______________________________ _________________________________________ This Annex A supplements, forms part of, and any political subdivision thereofis incorporated into the Confirmation to which this Annex A is attached. Until a Master Agreement is executed by the parties, this Annex A will set forth the general terms and conditions governing all Derivative Transactions between the parties except as otherwise specified in a Confirmation to a Transaction.

Credit or Other Special Provisions. The credit or other special provisions contained in Annex B and Annex B-1 hereto and made a part hereof apply and are incorporated herein by reference, such that the term “"Confirmation” " as used herein and in the Annex attached hereto, shall refer to and mean, this Confirmation, together with all of the Annexes attached hereto. Please promptly confirm that the foregoing correctly sets forth the terms of the Transaction entered into between us by executing the copy of this Confirmation and returning it to us within one Business Day of receipt hereof via Facsimile to (000) 000-0000, Attention: Director, Documentation Dept. A copy of the originally executed Confirmation should be sent to us by overnight delivery for receipt within two Business Days of receipt hereof. Enron North America Corp. is pleased to have entered into this Transaction with you. Yours sincerely, By: _____________________________ Name: _____________________________ Title: _____________________________ Confirmed as of the Trade Date: By: _____________________________ Name: _____________________________ Title: _____________________________ Enron North America Corp. 0000 Xxxxx Xxxxxx Houston, Texas 77002 Dear Sir or Madam: We have acted as counsel to _________________________________ (the “"Counterparty”"), in connection with the execution and delivery by the Counterparty of a Confirmation dated as of ________ [and an ISDA Master Agreement dated as of ] (the Confirmation, the ISDA Master Agreement and any Transactions intended to be governed thereby are hereinafter referred to as the “"Agreement”"), between you and the Counterparty. In such capacity we have examined a copy of the Agreement. We have also reviewed certain corporate proceedings of the Counterparty, and we have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records of the Counterparty, certificates of public officials and of officers and representatives of the Counterparty and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or otherwise satisfactorily identified copies. We have also assumed that the Agreement has been duly executed and delivered by you pursuant to appropriate corporate authority. The opinions given below are limited to matters concerning the laws of the United States of AmericaMexico. Based upon the foregoing and having regard for such legal considerations as we deem relevant, we are of opinion that: 1. The Counterparty is a [__________________] duly existing under the laws of [________________]Mexico. 2. The Counterparty has full corporate power to execute and deliver the Agreement and to perform its obligations thereunder. 3. Such actions have been duly authorized by all necessary corporate action and do not violate, and are not in conflict with any provision of law or of the corporate charter and related documents of the Counterparty. 4. All authorizations of, exemptions by and filings with any governmental, regulatory body or other authority that are required to be obtained or made in connection with the Counterparty’s 's execution, delivery and performance of the Agreement have been obtained or made and are valid and subsisting. 5. The Agreement has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Counterparty enforceab*le enforceable against the Counterparty in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ ' rights generally from time to time in effect). Obligations of any branch of the Counterparty are for all purposes obligations of the Counterparty, enforceable against the Counterparty to the same extent set forth in the next preceding sentence. The enforceability of the Counterparty’s 's obligations is also subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 6. The choice of law provision set forth in the Agreement is valid and binding under the laws of [________________] Mexico and any political subdivision thereof and would be given effect by the courts of [__________________] Mexico and any political subdivision thereof. I. Tax Representations.

Credit or Other Special Provisions. The credit or other special provisions contained in Annex B and Annex B-1 hereto and made a part hereof apply and are incorporated herein by reference, such that the term “Confirmation” as used herein and in the Annex attached hereto, shall refer to and mean, this Confirmation, together with all of the Annexes attached hereto. Please promptly confirm that the foregoing correctly sets forth the terms of the Transaction entered into between us by executing the copy of this Confirmation and returning it to us within one Business Day of receipt hereof via Facsimile to (000) 000-0000, Attention: Director, Documentation Dept. A copy of the originally executed Confirmation should be sent to us by overnight delivery for receipt within two Business Days of receipt hereof. Enron North America Corp. is pleased to have entered into this Transaction with you. Yours sincerely, By: _____________________________ Name: _____________________________ Title: _____________________________ Confirmed as of the Trade Date: By: _____________________________ Name: _____________________________ Title: _____________________________ Enron North America Corp. 0000 Xxxxx Xxxxxx Houston, Texas 77002 Dear Sir or Madam: We have acted as counsel to _________________________________ AIG Commodity Arbitrage Fund Ltd. (the “Counterparty”), in connection with the execution and delivery by the Counterparty of a Confirmation dated as of ________ (the Confirmation, the ISDA Master Agreement and any Transactions intended to be governed thereby are hereinafter referred to as the “Agreement”), between you and the Counterparty. In such capacity we have examined a copy of the Agreement. We have also reviewed certain corporate proceedings of the Counterparty, and we have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records of the Counterparty, certificates of public officials and of officers and representatives of the Counterparty and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or otherwise satisfactorily identified copies. We have also assumed that the Agreement has been duly executed and delivered by you pursuant to appropriate corporate authority. The opinions given below are limited to matters concerning the laws of the United States of AmericaBermuda. Based upon the foregoing and having regard for such legal considerations as we deem relevant, we are of opinion that: 1. The Counterparty is a [__________________] limited liability investment company duly existing under the laws of [________________]Bermuda. 2. The Counterparty has full corporate power to execute and deliver the Agreement and to perform its obligations thereunder. 3. Such actions have been duly authorized by all necessary corporate action and do not violate, and are not in conflict with any provision of law or of the corporate charter and related documents of the Counterparty. 4. All authorizations of, exemptions by and filings with any governmental, regulatory body or other authority that are required to be obtained or made in connection with the Counterparty’s execution, delivery and performance of the Agreement have been obtained or made and are valid and subsisting. 5. The Agreement has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Counterparty enforceab*le enforceable against the Counterparty in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally from time to time in effect). Obligations of any branch of the Counterparty are for all purposes obligations of the Counterparty, enforceable against the Counterparty to the same extent set forth in the next preceding sentence. The enforceability of the Counterparty’s obligations is also subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 6. The choice of law provision set forth in the Agreement is valid and binding under the laws of [________________] Bermuda and any political subdivision thereof and would be given effect by the courts of [__________________] Bermuda and any political subdivision thereof. 7. Under the laws of Bermuda, upon execution of the Agreement and upon possession by Enron North America Corp (“ENA”) of any Performance Assurance (as defined in the Agreement) pledged by Counterparty to ENA pursuant to the terms of the Agreement, ENA shall have a perfected security interest in such Performance Assurance.