AMENDMENT AND RESTATEMENT AGREEMENT RELATING TO AN EQUITY SUPPORT, SUBORDINATION AND RETENTION AGREEMENT datedJanuary 3, 2017SAUDI ARABIAN MINING COMPANYas Ma'adenSAUDI BASIC INDUSTRIES CORPORATIONas SABICTHE MOSAIC COMPANYas MosaicMOSAIC PHOSPHATES B.V.as Mosaic ShareholderMA'ADEN WA'AD AL SHAMAL PHOSPHATE COMPANYas CompanyMIZUHO BANK, LTD.as Intercreditor AgentandRIYAD BANK, LONDON BRANCHas Offshore Security Trustee and AgentBahrain

In this Agreement:

"Common Terms Agreement" common terms agreement dated 30 June 2014 and originally made between, inter alios, (a) the Company, (b) the Intercreditor Agent, (c) Sumitomo Mitsui Banking Corporation as the Conventional Facility Agent, (d) Mizuho Bank, Ltd. as the K- Sure Covered Facility Agent, the KExim Covered Facility Agent and the KExim Direct Facility Agent, (e) Islamic Development Bank as the Dollar Procurement Facility Agent, (f) HSBC Saudi Arabia Limited as the Riyal Procurement Facility Agent and the Wakala Facility Agent, (g) Arab Petroleum Investments Corporation (APICORP) as the Onshore Security Agent, (h) Riyad Bank, London Branch as the Offshore Security Trustee and Agent, (i) Banque Saudi Fransi as the Onshore Account Bank and (j) BNP Paribas London Branch as the Offshore Account Bank.

"CTA Amendment and Restatement Agreement" means the amendment and restatement agreement relating to the Common Terms Agreement dated on or about the date hereof between the Company and the Intercreditor Agent.

"Effective Date" has the meaning given to it in the CTA Amendment and Restatement Agreement.

"ESSRA" means the agreement so entitled dated 30 June 2014 between Ma'aden, SABIC, Mosaic, the Mosaic Shareholder, the Company, the Intercreditor Agent and the Offshore Security Trustee and Agent.

"Legal Reservations" means any general principles of law, reservations and qualifications which are referred to in any legal opinion delivered pursuant to the CTA Amendment and Restatement Agreement.

On the Effective Date the ESSRA shall be amended and restated so that it shall be read and construed for all purposes as set out in Schedule 1 (Amended and Restated ESSRA).

The provisions of the other Finance Documents shall, save as amended by this Agreement, continue in full force and effect.

Ma'aden, SABIC, Mosaic, the Mosaic Shareholder and the Company shall, at the reasonable request of the Intercreditor Agent and at their own expense, do all such acts and things reasonably required to give effect to the amendments effected or to be effected pursuant to this Agreement.

Each of Ma'aden, SABIC, Mosaic and the Mosaic Shareholder represents and warrants in respect of itself to the Intercreditor Agent on behalf of each Finance Party on the date hereof and on the Effective Date that:

The provisions of clause 31 (Notices), clause 33 (Partial Invalidity), clause 34 (Remedies and Waivers), clause 40 (Enforcement) and clause 41 (Arbitration) of the ESSRA shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to "this Agreement" are references to this Agreement.

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

The Intercreditor Agent is acting in accordance with clause 53.1 (Required consents) of the Common Terms Agreement.

This Agreement and all non-contractual obligations arising under or in connection with it are governed by English law.

Terms defined in the Common Terms Agreement shall, unless otherwise defined in this Agreement, have the same meaning when used herein and, in addition:

"Acceding Shareholder" means each new shareholder of the Company that accedes to this Agreement in accordance with Clause 28.5 (Accession of Acceding Shareholders).

"Accession Date" means the date on which any Acceding Shareholder accedes to this Agreement in accordance with Clause 28.5 (Accession of Acceding Shareholders).

"Additional Cost Overrun Commitment" means, in relation to a Sponsor, the undertakings of that Sponsor in Clause 5 (Additional Cost Overrun Commitment).

"Additional Cost Overrun Funding Notice" has the meaning given to such term in Clause

5.1 (Additional Cost Overrun Balance).

"Assignment of Business Interruption Insurance" has the meaning given to such term in Clause 8.6 (Assignment of Business Interruption Insurance).

"Authorisation" means an authorisation, consent, approval, resolution, licence, permit, exemption, filing, notarisation or registration necessary in connection with the Project pursuant to any applicable law.

"Bank Subordinated Loan" means any loan to the Company from a bank, financial institution or other entity rated at least A- by S&P or Fitch or A3 by Moody's which has acceded to this Agreement pursuant to and in accordance with Clause 28.3 (Accession of Subordinated Loan Creditors) provided

always that such loan shall be subordinated in the manner required by Clause 15 (Subordinated Loans).

"Base Equity Commitment" means any Sponsor's obligation to provide Contributed Base Equity pursuant to paragraph (a) of Clause 4.1 (Contributed Equity Undertaking).

excluding in relation to any of the foregoing any amount which has only become due and payable as a result of the taking of an Initial Action or Enforcement Action (each term as defined in the Intercreditor Agreement) and any mandatory prepayment pursuant to clause 8 (Mandatory Prepayment) of the Common Terms Agreement or otherwise.

"First Currency" has the meaning given to such term in Clause 26.1 (Currency indemnity).

"IFA Balance" means an amount equal to the portion of the Infrastructure Funding Amount, if any, which the Company has not received by the IFA Longstop Date.

"IFA Bridge Loan" has the meaning given to such term in Clause 11.1 (Infrastructure Funding Amount).

"IFA Bridge Loan Repayment" means the repayment of an IFA Bridge Loan (or any part of it) by the Company from funds standing to the credit of the Infrastructure Funding Account and made from the proceeds of any Infrastructure Funding received after the IFA Longstop Date.

"IFA Longstop Date" means 31 December 2016.

"Infrastructure Funding" means the funding allocated for the development of infrastructure assets to be utilised for the Project pursuant to Article 3 of the Council of Ministers Resolution No. 87 dated 28/2/1433H.

"Infrastructure Funding Amount" means four hundred and four million Dollars (USD 404,000,000) of Infrastructure Funding.

"Insolvency Event" means any event of the type described in clauses 29.6 (Insolvency) or

29.7 (Insolvency proceedings) of the Common Terms Agreement (without reference to any conditions or grace periods referred to therein).

"Insurers' Assignment of Re-insurances" has the meaning given to such term in paragraph (c)(ii)(A) of Clause 8.1 (New Security).

"LCIA" has the meaning given to such term in paragraph (a) of Clause 41.1 (Arbitration Option).

"New Security" has the meaning given to such term in Clause 8.1 (New Security).

"Non-Sponsor Saudi GRE" has the meaning given to such term in in paragraph (a)(iii) of Clause 13.2 (New Shareholders).

"Permitted Payment" means:

"Shareholder Funding" means any (or a combination) of:

"Shareholder Subordinated Loan" means any loan from a Sponsor or Shareholder to the Company provided to fund the applicable Sponsor's or Shareholder's obligations under this Agreement, any loan from a Sponsor or Shareholder to the Company as a form of equity contribution (but excluding any such loan to the extent reimbursed by way of Approved Reimbursable Project Costs and Reimbursable Drawstop Amounts), which loans shall be subordinated in the manner required by Clause 15 (Subordinated Loans) but excluding, for the avoidance of doubt, any loan made available under a SIDF Senior Sponsor Facility.

"Shareholder Tax Amount" means, in relation to a Sponsor (or in the case of Mosaic, the Mosaic Shareholder) or an Acceding Shareholder on an Instalment Payment Date, an SIDF Repayment Date, or a Commission Payment Date, the sum of any Shareholder Tax and Severance Fees paid by the Company for and on behalf of such Sponsor (or, in the case of Mosaic, the Mosaic Shareholder) where such payment is in discharge of such Sponsor's or Mosaic Shareholder's obligation to pay for Shareholder Tax or Severance Fees, or Acceding Shareholder (and not already reimbursed by such Sponsor, Mosaic Shareholder or Acceding Shareholder to the Company) since the earlier of (i) the date falling thirty six (36) months before such date, and (ii) the last date on which an amount was paid into the Residual Account pursuant to clause 33.11 (Residual Accounts) of the Common Terms Agreement.

"Shareholder Tax Reimbursement" has the meaning given to such term in Clause 9 (Reimbursement).

"Shareholder Tax Reimbursement Commitment" means in relation to a Sponsor or an Acceding Shareholder, the undertakings of that Sponsor in Clause 9.2 (Deposit undertaking).

"Shareholder Tax Reimbursement Portion" means in respect of any Sponsor (or, in the case of Mosaic, the Mosaic Shareholder) or Acceding Shareholder, on a relevant date the amount equal to the following:

"Standby Equity Commitment" means any Sponsor's obligation to provide Contributed Standby Equity pursuant to paragraph (b) of Clause 4.1 (Contributed Equity Undertaking).

"Subordinated Loan" means a Shareholder Subordinated Loan or a Bank Subordinated Loan.

"Subordinated Loan Creditor" means, in relation to a Subordinated Loan, a Sponsor, a Shareholder or any bank, financial institution, or other entity which provides such Subordinated Loan to the Company.

"Subordinated Loan Creditor Accession Deed" means an accession deed in the form, or substantially in the form, set out in Schedule 1 (Subordinated Loan Creditor Accession Deed).

"Subordinated Loan Documents" means any agreement or document evidencing or providing for the provision of a Subordinated Loan.

"Tribunal" has the meaning given to such term in paragraph (b) of Clause 41.2 (Procedure for arbitration).

"US Obligor" means Mosaic and any Acceding Shareholder whose jurisdiction of incorporation is a state of the United States of America or the District of Columbia.

The rules of construction set out in clauses 1.2 (Construction) and 1.3 (Currency symbols and definitions) of the Common Terms Agreement shall apply mutatis mutandis to this Agreement as if references therein to "this Agreement" were a reference to this Agreement.

Save where the contrary is indicated, any reference in this Agreement to:

Any reference in this Agreement to an action of the Offshore Security Trustee and Agent or the Intercreditor Agent shall be construed as a reference to such Agent acting in accordance with the provisions of the Intercreditor Agreement.

The obligations of each Obligor under this Agreement are several. Failure by an Obligor to perform its obligations under this Agreement does not affect the obligations of any other Obligor under this Agreement. Unless specified to the contrary herein, each Sponsor and Acceding Shareholder shall be liable only for its Proportion of any payment due under this Agreement and is not responsible for the obligations of the other Sponsor or any other Acceding Shareholder under this Agreement.

A Sponsor or any Acceding Shareholder may at its option and in its sole discretion, satisfy the Additional Cost Overrun Commitment, DSU Commitment, Shareholder Tax Reimbursement Commitment and/or Equity Commitment of any other Sponsor or Acceding Shareholder.

In relation to:

The obligations expressed to be assumed by it in each Finance Document and each Key Project Document to which it is party are (subject to any Legal Reservations (in respect of each Sponsor and the Mosaic Shareholder) and subject to laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors (in respect of each Acceding Shareholder)) legal, valid, binding and enforceable obligations.

It has the corporate power to enter into, perform and deliver, and has taken all necessary corporate action to authorise its entry into, performance and delivery of, the Transaction Documents to which it is party and the transactions contemplated by those Transaction Documents.

The execution by it of the Transaction Documents to which it is expressed to be party and the performance by it of its obligations or the exercise of its rights thereunder do not in any material respect:

All the representations and warranties made by it in the Transaction Documents to which it is party are true and correct in all material respects.

It is not aware of any Force Majeure Event or Insolvency Event affecting any of the Key Project Documents to which it is party.

Its payment obligations under the Finance Documents and Key Project Documents to which it is party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law.

No insolvency proceedings or other similar procedure relating to it before any court, agency or other relevant authority is currently in progress or, to the best of its knowledge, pending or threatened.

No litigation, arbitration or administrative proceedings or other procedure for the resolution of disputes, or claim relating to it before any court, arbitral body, agency or other relevant authority is currently in progress or, to the best of its knowledge, pending or threatened which, if adversely determined, would reasonably be expected to have a Material Adverse Effect.

It has not taken any steps and is not aware of any steps having been taken for its winding up, dissolution, administration or reorganisation or similar event or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or of any or all of its affairs, property assets or revenues.

It is not involved in any illegal activities in relation to drugs, terrorism, money laundering or similar activities.

It has not made or received a Prohibited Payment and it is not aware that a Prohibited Payment has been made or provided, directly or indirectly, by (or on behalf of) it, any of its Affiliates, its officers, directors or any other person acting on its behalf to, or for the benefit of, any public authority (or any official, officer, director, agent or key employee of, or other person with management responsibilities in any public authority) in connection with the Project or any of the Transaction Documents.

It is in compliance in all material respects with all applicable laws to the extent that such compliance is required under the provisions of such applicable law at the time of making this representation.

Its most recent financial statements furnished to the Finance Parties were prepared in accordance with generally accepted accounting standards in its jurisdiction of incorporation and they represent fairly its financial condition in all material respects as of the date on which the financial statements were drawn up.

Each Sponsor (and in the case of Mosaic through the Mosaic Shareholder) undertakes to the Company, to provide the Company (in its respective Proportion) with:

(90) days exist, an Additional Cost Overrun Balance excluding any Facility Debt Service payable by the Company, the Company shall immediately demand by written notice to each Sponsor (with a copy to the Intercreditor Agent and the Offshore Security Trustee and Agent) (an "Additional Cost Overrun Funding Notice") that the Sponsors provide, in their respective Proportions, sufficient funds by way of Shareholder Funding to meet such Additional Cost Overrun Balance.

Each Sponsor undertakes to each other Party that it will provide, or in the case of Bank Subordinated Loans procure the provision of, its Proportion of such Shareholder Funding promptly following receipt of an Additional Cost Overrun Funding Notice, and in any event by no later than the date which is required in such Additional Cost Overrun Funding Notice.

The proceeds of any Shareholder Funding provided pursuant to Clause 5.3 (Sponsor undertaking) shall be paid into the relevant Disbursement Account or, following the occurrence of an Event of Default which is continuing, as the Intercreditor Agent or the relevant Security Trustee and Agent may from time to time direct provided that, in each such case, the proceeds of such Shareholder Funding may only be applied towards Project Costs.

The Company undertakes to the Offshore Security Trustee and Agent (as trustee and agent for itself and each other Secured Party) that it will, from time to time, issue such Additional Cost Overrun

Funding Notices pursuant to this Clause 5 as are required to ensure that it is always able to meet all Project Costs constituted by an Additional Cost Overrun Balance as and when they fall due.

The Offshore Security Trustee and Agent hereby agrees that, prior to the issue of an Enforcement Notice pursuant to clause 10.1 (Enforcement Notice) of the Intercreditor Agreement, unless the Company has failed to exercise its right to make demand on the Additional Cost Overrun Commitment within seven (7) days of receiving notice to do so from the Offshore Security Trustee and Agent pursuant to Clause 5.6 (Offshore Security Trustee and Agent's rights), the Offshore Security Trustee and Agent shall not exercise any of its rights under paragraph (b) of Clause 5.6 (Offshore Security Trustee and Agent's rights) in respect of the Additional Cost Overrun Commitment.

Each Sponsor undertakes to the Offshore Security Trustee and Agent (as trustee and agent for itself and each other Secured Party) and the Company, to provide (as a separate and independent obligation) by way of Shareholder Funding its Proportion of such amounts as are required to pay all Facility Debt Service payable by the Company to the extent that, on the due date for payment thereof, the Company has insufficient funds available to it to be applied to such obligations in accordance with the provisions of clause 33 (Deposits into and Withdrawals from Project Accounts) of the Common Terms Agreement.

in which case the provisions of Clause 6.1 (Debt Service undertaking) shall apply as if notice had been served by the Company.

All payments to be made by a Sponsor or, as the case may be, a Subordinated Loan Creditor under this Clause 6 shall be made no later than the due date for the relevant payments to the relevant Debt Service Account or, following the occurrence of an Event of Default which is continuing, as the Intercreditor Agent or the Offshore Security Trustee and Agent may from time to time direct, provided that in each case, such proceeds may be applied only towards meeting Facility Debt Service. The obligations of the Sponsors under this Clause 6 are separate and independent of any obligations to make payments under Clauses 4 (Use of Equity to meet Project Costs), 5 (Additional Cost Overrun Commitment) or 9 (Reimbursement).

Subject to Clause 7.2 (SIDF Senior Sponsor Facility), if by the SIDF Longstop Date the total amount of SIDF Commitments under the SIDF Facilities which satisfy the SIDF Admission Criteria is less than SAR 2,100,000,000 (the difference being the "Outstanding SIDF Commitments"), the Sponsors shall, by no later than the SIDF Longstop Date, procure that a bank or financial institution (but, for the avoidance of doubt, excluding any Sponsor or any Affiliate of any Sponsor) (a "SIDF Supplemental Lender") provides Financial Indebtedness to the Company pursuant to one or more facilities (each a "SIDF Supplemental Facility") subject to the following:

If the Sponsors are unable (or choose not) to procure SIDF Supplemental Facilities in a total aggregate principal amount equal to the Outstanding SIDF Commitments, then the Sponsors themselves shall, or shall procure that one or more of their Affiliates shall, by no later than the SIDF Longstop Date, provide Financial Indebtedness to the Company pursuant to a facility (the "SIDF Senior Sponsor Facility") subject to the following:

The Company and each Sponsor must procure that the aggregate of the SIDF Commitments and the commitments under each SIDF Supplemental Facility and each SIDF Senior Sponsor Facility on the SIDF Longstop Date is not less than SAR 2,100,000,000.

The Sponsors must provide the Intercreditor Agent with no less than thirty (30) days notice of the proposed incurrence of any SIDF Supplemental Facility or any Sponsor Facility, together with an Updated Base Case Financial Model, the relevant Ancillary Facility Agreements and all other documentation in relation thereto.

Each SIDF Supplemental Lender and each Senior Sponsor Facility Participant shall accede to the Common Terms Agreement and the Intercreditor Agreement by executing a CTA Accession Memorandum and shall have no rights or benefits thereunder until such CTA Accession Memorandum has been countersigned by the Intercreditor Agent. A Sponsor or an Affiliate of a

Sponsor shall only have the voting rights applicable to the providers of Senior Sponsor Debt as set out in the Intercreditor Agreement.

If:

the Company, subject to Clause 8.2 (New Security Coverage), shall as soon as reasonably practicable and in any event within one hundred and twenty (120) days of the earlier to occur of (a), (b) and (c) above, execute security documents and deliver the same to, the Security Trustee and Agent in a form reasonably acceptable to the Security Trustee and Agent, and provide any other document as may be reasonably required by the Security Trustee and Agent, so as to:

and as soon as is reasonably practicable thereafter perfect such New Security in a manner reasonably required by the relevant Security Trustee and Agent.

The New Security to be granted by the Company pursuant to Clause 8.1 (New Security) (other than the Commercial Pledge, the Insurer's Assignment of Re-insurances and the Company's Assignment of Re-insurances) will cover so far as is possible the same assets which were intended to be encumbered under the relevant SIDF Security Document (and no more) and be in the customary forms for similar Security granted in the Kingdom of Saudi Arabia in respect of projects similar to the Project.

The Company will either: (i) perfect the Commercial Pledge in a manner reasonably required by the relevant Security Trustee and Agent or (ii) grant a new mortgage or mortgages over the same assets that were or would have been the subject of the Commercial Pledge (the "Commercial Mortgage") and perfect such Security in a manner reasonably required by the relevant Security Trustee and Agent to the extent that:

The Sponsors, the Company and the Intercreditor Agent hereby agree that if a SIDF Non- Funding Event occurs, the Sponsors, Company and Intercreditor Agent shall:

The Company shall procure the occurrence of a SIDF Release Event as soon as reasonably practicable.

If:

the Company shall within sixty (60) days of the earlier to occur of (a) and (b) above, assign until the Final Maturity Date by way of first ranking security all of the Company's rights to receive the proceeds of any business interruption insurances (the "Assignment of Business Interruption Insurance") in favour of and deliver the same to, the Security Trustee and Agent in a form reasonably acceptable to the Security Trustee and Agent, and sign any other document as may be reasonably required by the Security Trustee and Agent.

The Company shall deliver to the Security Trustee and Agent, upon the execution of:

in each case from counsel and in a form and in line with Saudi Arabian market norms and acceptable to the Security Trustee and Agent (acting reasonably).

If on an Instalment Payment Date, a SIDF Repayment Date or a Commission Payment Date after the first to occur of the Project Completion Date and the Project Completion Longstop Date, there are insufficient sums standing to the credit of the Debt Service Account (prior to any transfer of monies from the Debt Service Reserve Account to the Debt Service Account to meet all Facility Debt Service due on such date) (the "Repayment Debt Shortfall"), the Company shall immediately issue a notice to each Sponsor and each Acceding Shareholder, which shall be copied to the Intercreditor Agent, setting out that Sponsor's (or, in the case of Mosaic, the Mosaic Shareholder's) or Acceding Shareholder's Shareholder Tax Amount up to such date.

Each Sponsor and Acceding Shareholder undertakes to deposit (or in the case of Mosaic, undertakes to procure that the Mosaic Shareholder deposits) within ten (10) Business Days of the date of a notice issued under Clause 9.1 (Reimbursement of Shareholder Tax Amounts), into the Debt Service Account in cleared funds an amount (a "Shareholder Tax Reimbursement") equal to the lesser of (i) the Shareholder Tax Amount attributable to that Sponsor (or in the case of Mosaic, the Mosaic Shareholder) or Acceding Shareholder, and (ii) the Shareholder Tax Reimbursement Portion for such

Sponsor (or in the case of Mosaic, the Mosaic Shareholder) or Acceding Shareholder, as the case may be.

If the Company fails to deliver the notice referred to in Clause 9.1 (Reimbursement of Shareholder Tax Amounts) on any Sponsor or any Acceding Shareholder, the Offshore Security Trustee and Agent may (but shall not be obliged to) serve such notice on that Sponsor or Acceding Shareholder on behalf of the Company in which case the provisions of Clause 9.2 (Deposit undertaking) shall apply as if notice had been served by the Company.

In event that any Sponsor or Shareholder, directly or indirectly, transfers any shares in the Company to a third party in accordance with Clause 13 (Share Retention and New Shareholders) below, the Transferee agrees that it shall be liable, on a pro rata basis, for the Shareholder Tax Reimbursement Commitment of the Transferor.

The rights of the Offshore Security Trustee and Agent in respect of the obligations of the Sponsors under Clause 5 (Additional Cost Overrun Commitment) and Clause 6 (Debt Service Undertaking Commitment), or the Sponsors and Acceding Shareholders under Clause 9 (Reimbursement), shall include (without limitation):

The Offshore Security Trustee and Agent shall exercise its rights under this Clause 10.2 in accordance with the instructions of the Intercreditor Agent.

If the Company has not received the entire Infrastructure Funding Amount by the IFA Longstop Date, each Sponsor (and in the case of Mosaic, through the Mosaic Shareholder) undertakes to provide a Shareholder Subordinated Loan in an amount equal to its respective Proportion of the IFA Balance to the Company (an "IFA Bridge Loan") by no later than the date falling fifteen Business Days after the IFA Longstop Date.

Mosaic irrevocably and unconditionally:

The guarantee and indemnity contained in Clause 12.1 (Guarantee and indemnity) are in respect of all of the Mosaic Shareholder's obligations under the Finance Documents to which it is a party.

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Mosaic Shareholder under this Agreement and any other Finance Document to which the Mosaic Shareholder is a party, regardless of any intermediate payment or discharge in whole or in part or partial settlement or other matter.

If any discharge, release or arrangement (whether in respect of any obligation of the Mosaic Shareholder or Mosaic under any Finance Document to which it is a party or any security for those obligations) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of Mosaic under this Clause 12 in respect of such obligation will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of Mosaic under this Clause 12 will not be affected by an act, omission, matter or thing which, but for this Clause 12, would reduce, release or prejudice any of its obligations under this Clause 12 (without limitation and whether or not known to it or any Finance Party) including:

Shareholder or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

Mosaic waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from the Mosaic Shareholder before claiming from Mosaic under this Clause 12. This waiver applies irrespective of any law or any provision of a Finance Document to which Mosaic or the Mosaic Shareholder is party to the contrary.

Until all amounts which have become payable by the Mosaic Shareholder under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

In the event the Mosaic Shareholder fails to pay when due any amount due from it under any of the Finance Documents to which it is a party, until all amounts which have become payable by the Mosaic Shareholder under or in connection with the Finance Documents have been irrevocably paid in full and unless the Intercreditor Agent otherwise directs, Mosaic shall not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 12:

If Mosaic receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with clause 46 (Payments under Finance Documents) of the Common Terms Agreement

The guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

the date falling sixty (60) days prior to the date on which the proposed Transfer is to be effected (the "Proposed Transfer Date");

Each Sponsor and each Acceding Shareholder agrees and covenants with the Offshore Security Trustee and Agent (as trustee and agent for itself and the other Secured Parties) that any and all obligations of the Company to the Sponsor arising out of or in respect of the performance by the Sponsor of its obligations under Clause 5 (Additional Cost Overrun Commitment), Clause 6 (Debt Service Undertaking Commitment) or Clause 11 (Infrastructure Funding), or the Sponsor or any Acceding Shareholder of its obligations under Clause 9 (Reimbursement), shall be subordinated to the same extent as a Subordinated Loan pursuant to Clause 15 (Subordinated Loans).

Each Subordinated Loan Creditor and the Company agrees and covenants with the Offshore Security Trustee and Agent (as trustee and agent for itself and the other Secured Parties) that:

The priorities described in this Clause 15 will not be affected by any reduction or increase in the principal amount of the Secured Debt or by any intermediate reduction or increase in, amendment or variation (however fundamental) of any of the Finance Documents, or by any variation or satisfaction of the Secured Debt or any other circumstances.

on account of any Subordinated Loan, in cash or in kind and whether by loan or otherwise;

pursuant to Clause 15.5 (Insolvency), claim or rank as a creditor in the insolvency, winding up, bankruptcy or liquidation of the Company;

Notwithstanding the provisions of Clause 15.3 (Restrictions on Subordinated Loans), a Sponsor may guarantee the obligations of the Company under a Bank Subordinated Loan and each Sponsor agrees and covenants with the Offshore Security Trustee and Agent (as trustee and agent for itself and the other Secured Parties) that if it does so any and all obligations of the Company to the Sponsor arising out of or in respect thereof shall be subordinated to the same extent as a Subordinated Loan.

If an Insolvency Event occurs in respect of the Company prior to the Final Maturity Date:

At any time prior to the Final Maturity Date, any sums received or recovered by the Offshore Security Trustee and Agent or any other Secured Party in respect of the Subordinated Loans will be applied in accordance with:

Notwithstanding the provisions of this Agreement postponing, subordinating or preventing the payment of any of the Subordinated Loans, the Subordinated Loans will, as between the Company and each Subordinated Loan Creditor, be deemed to remain owing or due and payable in accordance with the terms of the Subordinated Loan Documents. No delay on the part of a Subordinated Loan Creditor in exercising any rights under any Subordinated Loan Document against the Company as a result of the provisions of this Agreement postponing, restricting or preventing such exercise will constitute a permanent waiver of those rights.

If at any time prior to the Final Maturity Date, any Subordinated Loan Creditor receives or recovers, other than by way of a Permitted Payment:

that Subordinated Loan Creditor will hold that amount on trust for the Offshore Security Trustee and Agent and promptly pay that amount to the Offshore Security Trustee and Agent to be applied in accordance with Clause 16 (Order of application).

To the extent that any trust in favour of, or holding of property for, the Offshore Security Trustee and Agent under this Agreement:

the Subordinated Loan Creditor shall not hold the relevant asset or assets on trust for the Offshore Security Trustee and Agent but shall instead, immediately upon receipt of the relevant asset or assets, pay and deliver to the Offshore Security Trustee and Agent an amount equal to the amount of the relevant payment, receipt, proceeds, recovery or other asset or assets (if received or held in cash) or its or their value (if received in kind) for application in accordance with Clause 16 (Order of application).

Notwithstanding the provisions of Clauses 18.1 (Non Permitted Payments) and 18.2 (No charge), if a Subordinated Loan Creditor pays an amount to the Offshore Security Trustee and Agent pursuant to the provisions of Clauses 18.1 (Non Permitted Payments) or 18.2 (No charge) and is subsequently required pursuant to applicable law to repay such amount to the Company then the Offshore Security Trustee and Agent shall:

This Agreement overrides anything in any Subordinated Loan Document to the contrary. Without prejudice to the foregoing, at no time until the Final Maturity Date will any Subordinated Loan Creditor enforce any remedy against the Company by reason of failure of the Company to comply with its obligations under a Subordinated Loan Document to the extent that compliance with such obligations would violate or be a default under this Agreement.

Each of the Company, each Sponsor, the Mosaic Shareholder, each Acceding Shareholder and each Subordinated Loan Creditor agrees that it will promptly, at the direction of the Offshore Security Trustee and Agent or the Intercreditor Agent, execute and deliver at its own expense any document (executed as a deed or under hand, as such Agent may direct), and do all acts or things necessary

to establish the validity and enforceability of the subordination effected by, and the obligations of such Party under, this Agreement.

If a Subordinated Loan Creditor, a Sponsor, the Mosaic Shareholder or an Acceding Shareholder fails to make payment of any amount payable by it under this Agreement, such person shall pay Commission on each sum demanded (both before and after judgment) from the date of demand until the date of payment calculated on a daily basis at the rate determined in accordance with the provisions of clause 10.2 (Default Commission) of the Common Terms Agreement.

If an amendment, waiver or consent to or in respect of this Agreement is requested by the Company, a Sponsor, the Mosaic Shareholder or an Acceding Shareholder, the Company shall promptly on demand by the Intercreditor Agent on behalf of the Finance Parties pay to the Intercreditor Agent all out of pocket costs and expenses (including legal fees) reasonably incurred by any Finance Party (excluding, for the avoidance of doubt, any management or internal time charge) in relation to such amendment, waiver or consent.

The Company shall promptly upon demand by the Offshore Security Trustee and Agent on behalf of the Secured Parties pay to the Offshore Security Trustee and Agent all costs and expenses (including legal fees) incurred by any Secured Party in connection with the enforcement of or the preservation of any rights under this Agreement except where such costs and expenses are incurred due to any dispute, claim or matter arising solely between the Secured Parties and such dispute, claim or matter does not involve the Company, a Sponsor, the Mosaic Shareholder or an Acceding Shareholder.

(in respect of any payment to or due to a Finance Party) the Company, a Sponsor, the Mosaic Shareholder, an Acceding Shareholder or a Subordinated Loan Creditor; and

(in respect of any payment to or due to the Company) a Sponsor, the Mosaic Shareholder or an Acceding Shareholder.

"Protected Party" means the Company or, as the case may be, a Finance Party which is or will be, for or on account of Tax, subject to any liability or required to make any payment in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under this Agreement.

"Tax Credit" means a credit against, relief or remission for, or repayment of, any Tax.

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under this Agreement other than a FATCA Deduction.

"Tax Payment" means an increased payment made by an Obligor to the Company or, as the case may be, a Finance Party under Clause 25.2 (Tax gross up) or a payment under Clause 25.3 (Tax indemnity).

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Company or, as the case may be, that Finance Party; or

If a Tax Obligor makes a Tax Payment and the Company or, as the case may be, a Finance Party determines that:

such person shall pay an amount to the Company, the relevant Sponsor, the Mosaic Shareholder, the relevant Acceding Shareholder, or the relevant Subordinated Loan Creditor as the case may be, which the Company or, as the case may be, such Finance Party determines will leave it (after that payment) in the same after Tax position as it would have been in had the Tax Payment not been required to be

made by the Company, the relevant Sponsor, the Mosaic Shareholder, the relevant Acceding Shareholder or the relevant Subordinated Loan Creditor, as the case may be. Nothing herein contained shall interfere with the right of any Finance Party to arrange its tax affairs in whatever manner it thinks fit nor oblige any Finance Party to disclose any information relating to its tax affairs or any computations in respect thereof.

The Offshore Security Trustee and Agent shall resign in accordance with terms of the Intercreditor Agreement (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Offshore Security Trustee and Agent under the Finance Documents, either:

13.8 (FATCA Information) of the Common Terms Agreement and the Company, a Sponsor, a Shareholder or the Intercreditor Agent reasonably believes that the Offshore Security Trustee and Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Company, a Sponsor, a Shareholder or the Intercreditor Agent reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Offshore Security Trustee and Agent were a FATCA Exempt Party, and the Company or that Shareholder or Sponsor or the Intercreditor Agent, by notice to the Offshore Security Trustee and Agent, requires it to resign.

If, at any time:

the Company, a Shareholder, a Sponsor or the Intercreditor Agent (as the case may be) which is required to make a payment under this Agreement to the Offshore Security Trustee and Agent may instead pay that amount direct to the required recipient(s) and such payment must be made on the due date for payment under this Agreement. A Party which has made a payment in accordance with this Clause 25.8 shall be discharged of the relevant payment obligation under this Agreement.

If any sum due from a Sponsor, the Mosaic Shareholder, an Acceding Shareholder or any Subordinated Loan Creditor under this Agreement (a "Relevant Sum"), or any order, judgment or award given or made in relation to a Relevant Sum, has to be converted from the currency (the "First Currency") in which that Relevant Sum is payable into another currency (the "Second Currency") for the purpose of:

such Sponsor, the Mosaic Shareholder, Acceding Shareholder or Subordinated Loan Creditor, as the case may be, shall as an independent obligation, within ten (10) Business Days of demand, indemnify each Finance Party to whom that Relevant Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between:

Each Sponsor, the Mosaic Shareholder, each Acceding Shareholder and each Subordinated Loan Creditor waives any right it may have in any jurisdiction to pay any amount under this Agreement in a currency or currency unit other than that in which it is expressed to be payable.

This Agreement shall be binding upon and enure to the benefit of each Party and its or any subsequent respective successors, transferees and assigns.

Save as otherwise permitted under the terms of this Agreement, neither a Sponsor, nor the Mosaic Shareholder, nor an Acceding Shareholder, nor the Company nor a Subordinated Loan Creditor

may assign, transfer, novate or dispose of any of, or any interest in, its rights, interests or obligations under this Agreement.

Each Sponsor, the Mosaic Shareholder, Acceding Shareholder, Subordinated Loan Creditor and the Company acknowledge that each of the Offshore Security Trustee and Agent and the Intercreditor Agent holds the rights and benefits under this Agreement on behalf of each of the Secured Parties (or, in the case of the Intercreditor Agent, the Finance Parties) from time to time, and that if a Secured Party (or, as the case may be, a Finance Party) transfers or assigns all or any part of its rights and/or obligations under the Facility Documents to which it is a party (or, in the case of a Secured Hedging Counterparty, assigns all or part of its rights and/or obligations under a Secured Hedging Agreement to which it is a party or enters into a new Secured Hedging Agreement and becomes a party to the Intercreditor Agreement in accordance with the terms thereof) such rights and benefits will be held by the Offshore Security Trustee and Agent and the Intercreditor Agent on behalf of the Secured Parties (or, as the case may be, Finance Parties) following such assignment or transfer (or, as the case may be, new Secured Hedging Agreement).

All payments to be made by a Sponsor, the Mosaic Shareholder, an Acceding Shareholder, the Company or a Subordinated Loan Creditor under this Agreement shall be calculated and be made without (and free and clear of any deduction for) set off or counterclaim.

A Secured Party may set off any matured obligation due from a Sponsor, the Mosaic Shareholder, the Company or any Subordinated Loan Creditor under this Agreement against any matured obligation owed by that Secured Party to such person, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Secured Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set off.

Any communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by fax or letter.

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with this Agreement is:

or any substitute address, fax number or department or officer as the Party may notify to the other Parties, by not less than five (5) Business Days' notice.

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 31.2 (Addresses) or changing its own address or fax number, the Intercreditor Agent shall notify the other Parties.

Notwithstanding any other provision in this Clause 31, any communication to be made between the Parties under or in connection with this Agreement may be made by electronic mail or other electronic means, if the Parties:

Any electronic communication made between the Parties will be effective only when actually received in readable form.

In any litigation or arbitration proceedings arising out of or in connection with this Agreement, the entries made in the accounts maintained by a Secured Party are prima facie evidence of the matters to which they relate.

Any certification or determination by a Secured Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

Any commission or fee accruing under this Agreement will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of three hundred and sixty (360) days or, in any case where the practice in the relevant interbank market differs, in accordance with that market practice.

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

No failure to exercise, nor any delay in exercising, on the part of either Agent, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

Any term of this Agreement may be amended only with the consent of the Intercreditor Agent, acting in accordance with the terms of the Intercreditor Agreement, and the other Parties to this Agreement. The Intercreditor Agent may effect, on behalf of any Secured Party, any amendment permitted by this Clause 35.

Any term of this Agreement may be waived only with the consent of the Intercreditor Agent, acting in accordance with the terms of the Intercreditor Agreement. The Intercreditor Agent may effect, on behalf of any Secured Party, any waiver permitted by this Clause 35.

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.