DEFINITIONS AND INTERPRETATION

GENERAL PRINCIPLES OF THE LOANS

2.1

2.2

2.3

2.4

2.5

2.6

2.7

2.8

REPAYMENT, PREPAYMENT AND CANCELLATION

3.1

3.2

3.3

3.4

3.5

3.6

3.7

3.8

3.9

3.10

CONDITIONS PRECEDENT

4.1

4.2

4.3

4.4

REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS

5.1

5.2

INCURRENCE OF ADDITIONAL SENIOR DEBT

6.1

6.2

6.3

PERMITTED DEVELOPMENT EXPENDITURES/EXPANSIONS

7.1

7.2

LNG SPA COVENANTS

8.1

8.2

8.3

8.4

8.5

8.6

MATERIAL CONSTRUCTION CONTRACTS

9.1

9.2

REPORTING BY THE BORROWER

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

RESTRICTED PAYMENTS

11.1

11.2

OBLIGOR COVENANTS

12.1

12.2

12.3

12.4

12.5

12.6

12.7

12.8

12.9

12.10

12.11

12.12

12.13

12.14

12.15

12.16

12.17

12.18

12.19

12.20

12.21

12.22

12.23

12.24

12.25

12.26

12.27

12.28

12.29

12.30

12.31

12.32

12.33

CONSULTANTS

13.1

13.2

13.3

CONDITIONS TO COMPLETION; PROJECT COMPLETION DATE WATERFALL

14.1

14.2

LOAN FACILITY EVENTS OF DEFAULT

15.1

15.2

15.3

15.4

COMMON REMEDIES AND ENFORCEMENT

16.1

16.2

16.3

INTERCREDITOR ARRANGEMENTS

17.1

17.2

17.3

THE INTERCREDITOR AGENT

18.1

18.2

18.3

18.4

18.5

18.6

18.7

CHANGES TO THE PARTIES

19.1

19.2

19.3

19.4

19.5

19.6

19.7

19.8

SUBORDINATION

20.1

TAX GROSS-UP AND INDEMNITIES

21.1

21.2

21.3

21.4

21.5

21.6

21.7

21.8

21.9

INCREASED COSTS

22.1

22.2

MISCELLANEOUS

23.1

23.2

23.3

23.4

23.5

23.6

23.7

23.8

23.9

23.10

23.11

23.12

23.13

23.14

23.15

23.16

23.17

23.18

23.19

23.20

23.21

23.22

23.23

Schedule 5.1(f)(ii) Prior Locations

Schedule 5.2(m) Real Property Interests

Schedule A Common Definitions and Rules of Interpretation

Schedule B – 1 Disbursement Request Form (Term Loans)

Schedule B – 2 Disbursement Request Form (Working Capital Loans)

Schedule B – 3 Issuance Request Form (Letters of Credit)

Schedule C Table of Requirements for Legal Opinions – Conditions to Closing

Schedule D – 1 Construction Budget and Schedule – Construction Budget

Schedule D – 2 Construction Budget and Schedule – Construction Schedule

Schedule E Know Your Customer Documentation

Schedule F Material Permits

Schedule G Disclosure Schedule

Schedule H Material Project Agreements and Certain Other Contracts

Schedule I Change Orders

Schedule J Transactions With Affiliates

Schedule K Gas Sourcing Plan

Schedule L Schedule of Minimum Insurance

Schedule M Independent Insurance Experts

Schedule N Senior Creditors’ Advisors and Consultants

Schedule O Lenders’ Reliability Test Criteria

Schedule P – 1 Replacement Facility Agent Accession Agreement

Schedule P – 2 New Facility Agent Accession Agreement (Additional Senior Debt)

Schedule Q – 1 Addresses For Notices To Obligors

Schedule Q – 2 Addresses For Notices To Facility Agents And Facility Lenders

Schedule R Base Case Forecast

Schedule S – 1 Form of General Subordination Agreement

Schedule S – 2 Form of Obligor Subordination Agreement

Schedule T Knowledge Parties

Schedule U Real Property Documents

Schedule V Schedule of Certain Real Property Rights

Schedule W Form of Disbursement Endorsement

Schedule X Phase I Environmental Assessments

Schedule Y Disqualified Institutions

Schedule Z Survey Endorsements

DEFINITIONS AND INTERPRETATION

Except as otherwise expressly provided herein, capitalized terms used in this Agreement and its Schedules shall have the meanings assigned to them in Section 1.3 of Schedule A (Common Definitions and Rules of Interpretation – Definitions).

In this Agreement and the Schedules hereto, except as otherwise expressly provided herein, the interpretation provisions contained in Section 1.2 of Schedule A (Common Definitions and Rules of Interpretation – Interpretation) shall apply.

GENERAL PRINCIPLES OF THE LOANS

Purpose and Scope of the Loans

The Borrower shall use the proceeds of the Initial Senior Debt solely in accordance with Section 12.1 (Use of Proceeds).

The Borrower shall use the proceeds of any Senior Debt other than the Initial Senior Debt for the respective purposes specified in the relevant Facility Agreement or other applicable Senior Debt Instrument or Permitted Senior Debt Hedging Instrument pursuant to which such Senior Debt is incurred.

No Facility Lender or Facility Agent or the Intercreditor Agent is bound to monitor or verify the application of any amount borrowed by the Borrower pursuant to this Agreement or any other Finance Document.

Sequence of Advances of Senior Debt

Subject to the satisfaction (or waiver) of the applicable conditions in Article 4 (Conditions Precedent) and during the Term Loan Availability Period and/or Working Capital Loan Availability Period, as applicable, Advances by the Credit Facility Lenders under the Credit Facility Agreement in respect of Term Loan Commitments shall be made (i) in respect of the Initial Advance, on the Closing Date and (ii) in respect of any other Advance, after utilization of all of the proceeds of the Closing Date Equity Funding and all of the proceeds of the Initial Advance.

The sequencing of Advances under any Senior Debt (including Additional Senior Debt) other than Initial Senior Debt shall be as set forth in the Senior Debt Instrument for such Senior Debt.

Disbursement Procedures

All disbursements of Loans shall be made to the Borrower.

Disbursements of Loans shall be requested by the Borrower in a duly completed Disbursement Request substantially in the form set forth in Schedule B-1 (Disbursement Request Form (Term Loans)), Schedule B-2 (Disbursement Request Form (Working Capital Loans)) or Schedule B-3 (Issuance Request Form (Letters of Credit)) (or in such other form as may be required pursuant to a Facility Agreement) and may be requested no more frequently than twice in any calendar month, except:

as required for payment of interest and commitment fees during the Availability Period; or

as otherwise provided in the relevant Facility Agreement.

The Borrower shall request disbursements of Loans by delivering to the Intercreditor Agent and each Facility Agent in respect of the Loans being requested a Disbursement Request in accordance with Section 2.4 (Pro Rata Advances) and the terms of the relevant Facility Agreement.

Each Disbursement Request shall be irrevocable and the obligation of each Facility Lender to make an Advance of Loans under its Facility Agreement shall be subject to:

with respect to the Initial Advance of the Term Loans and the issuance of any letters of credit under the Working Capital Facility

with respect to any Advance of the Term Loans following the Initial Advance, the prior satisfaction or waiver of each of the common conditions precedent set forth in Section 4.2 (Conditions to Each Advance);

with respect to any Advance of the Working Capital Facility or issuance of letters of credit thereunder (other than the issuance of any letters of credit under the Working Capital Facility required to be issued as of the Closing Date), the prior satisfaction or waiver of each of the common conditions precedent set forth in Section 4.3 (Conditions to Each Advance under the Working Capital Facility); and

with respect to any Advance of Loans made under any other Facility Agreement, the prior satisfaction of each of the conditions precedent to such Advance set forth in such Facility Agreement.

Pro Rata Advances

Except with respect to (i) any Facility Debt Commitments that have been suspended pursuant to any Facility Agreement, (ii) Loans the proceeds of which are to be used for specified purposes, including Working Capital Debt, as specified in the applicable Facility Agreements and (iii) Advances to pay interest and commitment fees during the Availability Period under a respective Facility Agreement (which shall be borrowed pursuant to the terms of such respective Facility Agreement), the Borrower shall borrow concurrently under each of the Facility Agreements whose Facility Debt Commitments have not been fully borrowed or cancelled and shall borrow pro rata in the proportion that the unborrowed portion of each Facility Lender’s Facility Debt Commitment bears to the total of the unborrowed portion of the Senior Debt Commitments of all relevant Facility Lenders under the applicable Facility Agreements. If Advances cannot be made exactly pro rata due solely to minimum disbursement amounts and required integral multiples of disbursements under any Facility Agreement, Advances shall be made in amounts as near to such exactly proportionate amounts as possible, to the extent reasonably practicable and in a manner that is consistent, fair and equitable across affected Facility Agreements, and shall be deemed to be Advances in compliance with this Section 2.4 (Pro Rata Advances).

The Borrower shall promptly notify the Intercreditor Agent (providing reasonably sufficient details) if funds are not received from any Facility Lender by the close of business on the next succeeding Business Day after the date on which any such disbursement is due to be received.

Interest

Currency

The Borrower shall only submit a Disbursement Request denominated in whole US Dollars except in the case of:

the final Advance under a Facility Agreement; and

any Advance, in whole or in part, in respect of the payment of interest or commitment fees.

All Loans shall be stated, made and disbursed in US Dollars.

The portion of any Advance comprising funds under any Facility Agreement shall not exceed the available Facility Debt Commitment under such Facility Agreement.

The minimum quantum of any Advance under a Facility Agreement shall be as specified in such Facility Agreement.

The Borrower shall make all payments of any amount with respect to the Loans (whether comprising fees, interest, principal, premium, if any, or Breakage Costs) in US Dollars.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions

the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

the effects of any Bail-in Action on any such liability, including, if applicable:

a reduction in full or in part or cancellation of any such liability;

a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, 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 Finance Document; or

the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

Acknowledgement Regarding Any Supported QFCs

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Finance Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Finance Documents were governed by the laws of the United States or a

As used in this Section 2.8 (Acknowledgement Regarding Any Supported QFCs), the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such part.

“Covered Entity” means any of the following:

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b);

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b); or

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

REPAYMENT, PREPAYMENT AND CANCELLATION

CTA Payment Dates

Subject to the relevant Facility Agreement, the Borrower shall pay the interest, and repay the principal on each Loan made available to it under each Facility Agreement in installments, which shall be payable on each CTA Payment Date up to and including the Final Maturity Date under such Facility Agreement.

The Borrower shall ensure that any Senior Debt Instrument (other than any Indenture) provides that the dates for payment of principal under each such Senior Debt Instrument coincide with the Quarterly Payment Dates.

The interest periods, date of first payment of interest and date of first repayment of principal in respect of Loans shall be as specified in the Facility Agreements.

The amount of Senior Debt Obligations payable by the Borrower on any CTA Payment Date shall be calculated in accordance with the provisions of the Senior Debt Instrument or Permitted Senior Debt Hedging Instrument pursuant to which such Senior Debt was incurred as follows:

in respect of principal payments, based on the Amortization Schedule or other principal repayment requirements applicable to the applicable Facility Agreement;

in respect of interest payments, in accordance with the provisions of the applicable Facility Agreement;

in respect of Permitted Senior Debt Hedging Liabilities, in accordance with the provisions of the applicable Permitted Senior Debt Hedging Instrument; and

in respect of all other Senior Debt Obligations, in accordance with the applicable Senior Debt Instrument and the Finance Documents.

The Borrower shall repay on the Final Maturity Date set forth under each Facility Agreement the full amount of the Loans then outstanding under each such Facility Agreement.

If any payment due under a Loan or any other amount owed to any Facility Lender falls due on a day which is not a “business day” under the terms of the applicable Facility Agreement, the due date for such payment shall be determined in accordance with the terms of such Facility Agreement, except in the case of the Final Maturity Date under a Facility Agreement, in which case the due date for such payment with respect to such Facility Agreement shall be the immediately preceding Business Day; provided, in each case, that if the due date for any payment under a Loan is extended or shortened as a result of such determination, such extended or shortened period, as the case may be, shall be used in the computation of the amount of interest owed on such extended or shortened due date.

Right of Repayment and Cancellation in Relation to a Single Facility Lender

Except as otherwise provided in the relevant Facility Agreement, if any of the circumstances in Section 19.5(c) (Mitigation Obligations; Replacement of Lenders) occurs (other than an Illegality Event, which is addressed under Section 3.4(a)(vi) (Mandatory Prepayments—Illegality)), the Borrower shall have the right (but not the obligation) to give the Intercreditor Agent and the relevant Facility Lender at least three Business Days’ written notice of its intention to cancel the Facility Debt Commitments and repay the Loans of the Facility Lender affected by the relevant circumstance.

On receipt of a notice referred to in clause (a) above:

the Facility Debt Commitment of such Facility Lender shall immediately be reduced to zero; and

the Borrower shall, subject to Section 3.5(c) (Voluntary Prepayments) repay (on a non-pro rata basis) all Senior Debt Obligations owed to such Facility Lender on the last day of the Relevant Interest Period which ends after the Borrower has given notice under clause (a) above (or, if earlier, the date specified by the Borrower in such notice or as required by law).

Such repayment may be made with the proceeds of Replacement Senior Debt incurred in accordance with Section 6.3 (Replacement Senior Debt) or with other funds then available to the Borrower and permitted under the Finance Documents to be used for such purpose.

No Repayments or Prepayments

Mandatory Prepayments

Except in the following circumstances, no mandatory prepayments of the Loans are required to be made by the Borrower.

Insurance and Condemnation Proceeds

Performance Liquidated Damages

Complete or repair, the Project Facilities in respect of which the Performance Liquidated Damages were paid or to pay Project Costs in respect of the Project Facilities within 180 days following receipt thereof (or 270 days if a commitment to complete or repair such Project Facilities or to pay such Project Costs is entered into within 180 days following the receipt of such proceeds); or

repay or reimburse providers of Equity Funding to the extent such Equity Funding was used to complete or repair the Project Facilities in respect of which the Performance Liquidated Damages were paid or to pay Project Costs in respect of the Project Facilities.

LNG SPA Payment Events

Termination Payments

Net Cash Proceeds from the Sale of Project Property

Illegality

the Facility Debt Commitment of such Facility Lender shall be suspended until such date during the applicable Availability Period that such Facility Lender notifies its Facility Agent that the circumstances giving rise to such determination no longer exist, provided that if the Borrower notifies the affected Facility Lender and the Intercreditor Agent that it intends to exercise its rights under Section 19.5 (Mitigation Obligations; Replacement of Lenders) to require an assignment of the Facility Lender’s rights, interests and commitments as a result of the Illegality Event, the Facility Debt Commitments shall be transferred to the assignee Facility Lender and not suspended as set forth herein; and

the Borrower shall repay any principal and interest outstanding in respect of such Facility Lender’s Loans on the earlier of:

the next succeeding Quarterly Payment Date falling at least 60 days after the date on which the Intercreditor Agent has provided such notice to the Borrower; and

the date (if any) required under applicable law.

Restricted Payments

Letters of Credit

Contingency Reserve Amount

Replacement Debt

Mandatory prepayments to Facility Lenders will be made with accrued interest on the amount so prepaid, and upon not less than three (3) Business Days’ prior written notice to each Facility Agent.

Except as provided in Section 3.7 (Pro Rata Payment), mandatory prepayments will be applied pro rata among each Senior Creditor Group under this Agreement (and in the case of outstanding Term Loans, pro rata) based on the Loans outstanding on the date of such prepayment.

Except for a mandatory prepayment in accordance with sub-clause 3.4(a)(ii) (Mandatory Prepayments – Performance Liquidated Damages), 3.4(a)(viii) (Mandatory Prepayments – Letters of Credit) above and/or incurrence of Replacement Senior Debt pursuant to Section 6.3 (Replacement Senior Debt) below, which shall be applied pro rata against subsequent scheduled payments, all mandatory prepayments under this Section 3.4 (Mandatory Prepayments) shall be paid and applied in inverse order of maturity.

Voluntary Prepayments

Except as otherwise provided in any applicable Facility Agreement with respect to voluntary prepayments, the Borrower shall have the right, upon not less than three (3) Business Days’ prior written notice to the Intercreditor Agent and each Facility Agent, to make voluntary prepayments of Loans, in multiples of $1,000,000, either in whole or in part, at any time.

Each notice of voluntary prepayment shall be irrevocable, except that a notice of voluntary prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or debt instruments in respect of Replacement Senior Debt, in which case such notice may be revoked by the Borrower (by written notice to the Intercreditor Agent and each Facility Agent on or prior to the specified effective date) if such condition is not satisfied. Within 30 days after the revocation of the notice of voluntary prepayment in accordance with the provisions of this clause (b), the Borrower shall pay any Breakage Costs incurred by any Facility Lender as a result of such notice and revocation.

In the case of a partial voluntary prepayment, the Borrower may not make such voluntary prepayment with respect to Term Loans prior to the Project Completion Date unless it certifies to the Intercreditor Agent (and the Independent Engineer concurs with such certification in writing) that such

Except as provided in Section 3.7 (Pro Rata Payment), voluntary prepayments will be applied pro rata among each Senior Creditor Group under this Agreement (and in the case of outstanding Term Loans, pro rata, except as otherwise provided in the Credit Facility Agreement) based on the Loans outstanding on the date of such prepayment and in inverse order of maturity.

Prepayment Fees and Breakage Costs

Pro Rata Payment

except as otherwise provided in any individual Facility Agreement, the mandatory prepayments described in Section 3.4(a)(vi) (Mandatory Prepayments – Illegality) will be applied pro rata only to the affected Loans and not pro rata to each Loan;

(i) a voluntary prepayment of Loans made under the Credit Facility Agreement or any other Facility Agreement for Loans that are not Working Capital Debt may be made without a pro rata repayment of Loans under any Facility Agreement for Working Capital Debt (and, conversely, a voluntary prepayment of Loans under any Facility Agreement for Working Capital Debt may be made without a voluntary prepayment of Loans under any other Facility Agreement) and (ii) only the mandatory prepayments set forth in Section 3.4(a)(iii) (Mandatory Prepayments – LNG SPA Payment Events) (but only to the extent set forth in, and subject to the requirements of, Section 8.2 (LNG SPA Mandatory Prepayment)) will be applied pro rata with respect to any Working Capital Debt; and

the following prepayments will not be subject to the pro rata payment requirement:

a voluntary or mandatory prepayment of Loans to Facility Lenders under a Facility Agreement, whose Loans thereunder have been amended and extended in accordance with its terms, to the extent such Facility Lenders have agreed to a non pro rata prepayment, in which case prepayments to such Facility Lenders shall be made on the basis set forth in the relevant Facility Agreement, as amended and extended, in accordance with the terms of such agreement;

a voluntary prepayment of Loans to only certain affected Facility Lenders or only Facility Lenders under certain affected Facility Agreements made pursuant to Section 3.2 (Right of Repayment and Cancellation in Relation to a Single Facility Lender) or Section 19.5 (Mitigation Obligations; Replacement of Lenders) or comparable provisions to those described in Section 3.2 (Right of Repayment and Cancellation in Relation to a Single Facility Lender) or Section 19.5 (Mitigation Obligations; Replacement of Lenders) under a Facility Agreement;

a voluntary prepayment that is financed with proceeds of Replacement Senior Debt; provided that such prepayment will be pro rata across all then-outstanding Loans (other than Working Capital Debt), except as otherwise required by Section 6.3(a)(i)(C) (Replacement Senior Debt); and

a payment or prepayment to a Senior Creditor if such payment or prepayment is made in the applicable circumstances set forth in sub-clauses (B), (C), (D) and (E) of Section 2.3(a)(ii) (Payments and Prepayments – Pro Rata Payment of Senior Debt Obligations) of the Common Security and Account Agreement.

Reductions and Cancellations of Facility Debt Commitments

The Borrower may cancel Facility Debt Commitments, in whole or in part, in multiples of $5,000,000, pro rata among each Facility Lender (except, in each case, in the case of a cancellation of Facility Debt Commitments in accordance with the Facility Agreement, as specified in Section 6.3(a)(viii) (Replacement Senior Debt) or otherwise in the case where the Borrower is entitled to make a non-pro rata cancellation or prepayment pursuant to Section 3.2 (Right of Repayment and Cancellation in Relation to a Single Facility Lender) and Section 3.7 (Pro Rata Payment)), subject to any minimum cancellation amounts required under the Facility Agreement, by giving at least three (3) Business Days’ prior written notice to the Intercreditor Agent and the applicable Facility Agent or such other notice period required under the applicable Facility Agreement; provided that a notice of cancellation may state that such notice is conditioned upon the effectiveness of other credit facilities or debt instruments in respect of Replacement Senior Debt, in which case such notice may be revoked by the Borrower (by written notice to the Intercreditor Agent and the applicable Facility Agent on or prior to the specified effective date) if such condition is not satisfied.

Within 30 days of the date of the notice of cancellation delivered in accordance with sub-clause (a) above, the Borrower shall pay any Breakage Costs incurred by any Facility Lender as a result of such notice and revocation.

The Borrower may not make a voluntary cancellation under this Section 3.8 (Reductions and Cancellations of Facility Debt Commitments) with respect to the Term Loans prior to the Project Completion Date unless it certifies to the Intercreditor Agent (and the Independent Engineer concurs with such certification in writing) that such voluntary cancellation shall not result in the Obligors’ having an insufficient amount of funded or committed capital to fund (on the basis of all other available funds, including funds in the Construction Account, remaining Term Loan Commitments and/or the proceeds of any Replacement Senior Debt to be deposited into the Construction Account concurrently with such cancellation) the remaining expenditures required in order to achieve the Project Completion Date by the Date Certain in accordance with the Construction Budget and Schedule.

Notwithstanding anything in this Section 3.8 (Reductions and Cancellations of Facility Debt Commitments) to the contrary, the procedure for cancellation related to a mandatory prepayment pursuant to Section 3.4 (Mandatory Prepayments) shall be subject to the terms of the applicable mandatory prepayment in Section 3.4 (Mandatory

Late Payments

No Borrowing or Reinstatement

CONDITIONS PRECEDENT

Conditions to Closing Date and Initial Advance

Execution and Delivery of the Finance Documents. Receipt by the Facility Lenders, Collateral Agent and the Intercreditor Agent of true, complete and correct copies of the Finance Documents (other than Direct Agreements, which are addressed in clause (b) (Delivery of Material Project Agreements; Direct Agreements) below) and by the Account Bank of the Common Security and Account Agreement, executed and delivered by the parties thereto;

Delivery of Material Project Agreements; Direct Agreements. Receipt by the Facility Lenders and the Intercreditor Agent of:

The LNG SPAs, under which LNG Buyers have committed to purchase a quantity of LNG equal to not less than the Base Committed Quantity, each of which shall have been duly authorized, executed and delivered by the parties thereto; and

as to which (1) all conditions precedent thereunder shall have been satisfied or waived by or concurrently with the CP Satisfaction Date, (2) the CP Satisfaction Date shall occur on or prior to the date of the Initial Advance, (3) no event of LNG SPA Force Majeure shall have occurred and be continuing and (4) no default, event of default or other event or condition shall have occurred and be continuing that provides the applicable LNG Buyer the right to cancel or terminate such LNG SPA in accordance with the terms thereof;

a certificate of the Obligor that is party to such agreement certifying that (1) the copy of such agreement is a true, correct and complete copy of such document, and (2) such agreement is in full force and effect and no term or condition of such agreement has been amended from the form thereof delivered to the Facility Lenders prior to the Closing Date (other than amendments in accordance with the Finance Documents and provided to the Intercreditor Agent); and

a Direct Agreement, either substantially in the form attached as Schedule G (Forms of Direct Agreement) of the Common Security and Account Agreement (or otherwise reasonably acceptable to the Facility Lenders); and

with respect to each Material Project Agreement (other than any Subsequent Material Project Agreement or any Replacement Material Contract and other than as provided in sub-clause (i) above with respect to the LNG SPAs):

a copy of such agreement (other than any Restricted Document which shall be delivered in accordance with the requirements of Section 12.6(c) (Confidentiality) of the Common Security and Account Agreement and Section 23.7 (Confidentiality) below), which shall have been duly authorized, executed and delivered by the parties thereto, as to which no force majeure event (as defined in each such Material Project Agreement) has occurred and is continuing;

a certificate of the Obligor that is party to such agreement certifying that (1) the copy of such agreement is a true, correct and complete copy of such document, and (2) such agreement is in full force and effect and no term or condition of such agreement has been amended from the last form thereof delivered to the Facility Lenders prior to the Closing Date (other than amendments in accordance with the Finance Documents and provided to the Intercreditor Agent);

a Direct Agreement, either substantially in the form attached as Schedule G (Forms of Direct Agreement) of the Common Security and Account Agreement (or otherwise reasonably acceptable to the Collateral Agent), with each counterparty to such agreement, to the extent such Direct Agreement is required to be delivered by the Closing Date pursuant to Section 3.4 (Direct Agreements) of the Common Security and Account Agreement; and

with respect to each Material Project Agreement (other than any Subsequent Material Project Agreement or any Replacement Material Contract):

a copy of all performance security, letters of credit and guarantees (1) required to be delivered under each Material Project Agreement by the Material Project Counterparties as of the Closing Date and (2) delivered by one or more parent companies of the Pledgor to Material Project Counterparties (all of which, for the avoidance of doubt, will be replaced by Letters of Credit following the Closing).

all Material Project Agreements that were provided to the Facility Lenders after the date of the Commitment Letter shall be in form and substance satisfactory to the Facility Lenders.

Material Project Agreement Default. As of the Closing Date, no material default or event of default of any Obligor, and to the Knowledge of each Obligor, no material default or event of default of any counterparty exists under any Material Project Agreement;

FERC Order. The FERC Order:

has been obtained by the Borrower with respect to the LNG Facility and by the Guarantor with respect to the TransCameron Pipeline;

is in full force and effect;

is final and non-appealable; and

is free from conditions and requirements:

the compliance with which could reasonably be expected to have a Material Adverse Effect; or

that the applicable Obligor does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development except to the extent that failure to satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect;

Export Authorizations. Each of the FTA Authorization and the Non-FTA Authorization:

has been obtained by the Borrower;

is in full force and effect;

is free from conditions or requirements:

the compliance with which could reasonably be expected to have a Material Adverse Effect; or

that the Borrower does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development except to the extent that failure to so satisfy such condition could not reasonably be expected to have a Material Adverse Effect;

Opinions from Counsel. Receipt by the Intercreditor Agent and the Credit Facility Secured Parties of the legal opinions and reliance letters set forth in Schedule C (Table of Requirements for Legal Opinions – Conditions to Closing) and in accordance with the requirements therein, with such changes thereto as may be in form and substance reasonably satisfactory to the Intercreditor Agent;

Project Development. Receipt by the Intercreditor Agent of true, complete and correct copies of:

a certificate of the Obligors attaching the Construction Budget and Schedule with respect to the Development, substantially in the form attached as Schedule D - 1 (Construction Budget and Schedule – Construction Budget) and Schedule D - 2 (Construction Budget and Schedule – Construction Schedule) hereto, and

a certificate of the Obligors attaching the Base Case Forecast, which demonstrates compliance with the Base Case Sizing Criteria, and certifying that: (A) the projections in the Base Case Forecast were made in good faith; and (B) the assumptions on the basis of which such projections were made were believed by the Borrower (when made and delivered) to be reasonable and consistent with the Construction Budget and Schedule and the Transaction Documents;

a final report of the Independent Engineer (including certifications and discussions therein relating to the adequacy of the contingency relating to the Project to satisfy potential cost overruns with respect to the Development), together with a reliance letter from the Independent Engineer in form and substance reasonably satisfactory to the Credit Facility Agent;

a final report prepared by the Market Consultant, together with a reliance letter from the Market Consultant in form and substance reasonably satisfactory to the Credit Facility Agent;

final reports prepared by the Environmental Consultant, described on Schedule X (Phase I Environmental Assessments) hereto, together with a reliance letter from the Environmental Consultant, each in form and substance reasonably satisfactory to the Credit Facility Agent; and

a certificate of the Independent Engineer concurring with the Borrower’s certification in sub-clause (i) above;

Financial Statements. Receipt by the Intercreditor Agent of:

a certified copy of the most recent pro forma balance sheet of each Obligor; and

to the extent delivered to the Borrower or the Guarantor under any Material Project Agreement, financial statements of the Material Project Counterparties;

Insurance. Receipt by the Intercreditor Agent of:

a report from the Insurance Advisor, prepared in accordance with generally accepted consulting practices together with a certificate of the Insurance Advisor confirming that the insurance policies to be provided in compliance with Section 12.28 (Insurance Covenant) conform to the requirements specified in the Finance Documents and are in accordance with Prudent Industry Practices; and

a reliance letter from the Insurance Advisor in form and substance reasonably satisfactory to the Credit Facility Agent;

Real Property.

Receipt by the Collateral Agent of (A) a Survey and (B) a Title Policy conforming to the requirements specified in the definition of each such term; and

Receipt by the Collateral Agent of: (A) an estoppel certificate for the Lease described in clause (a) of the definition of “Leases” that includes a consent in respect of the Access License Agreements described in clauses (a), (d), (e), (f) and (g) of the definition of “Access License Agreements”, (B) an estoppel certificate for the Lease described in clause (b) of the definition of “Leases”, (C) an estoppel certificate from CP Marine Offloading, LLC in respect of the Access License Agreements and (D) an estoppel certificate from the underlying lessors consenting to the Access License Agreement described in clause (b) of the definition of “Access License Agreements”.

Bank Regulatory Requirements. Receipt by the Intercreditor Agent and each other Finance Party that is a party to this Agreement:

at least three (3) Business Days prior to the Closing Date, with respect to each of the Collateral Parties, of a certified electronic copy of each of the documents listed in Schedule E (Know Your Customer Documentation) that are required in order for each Facility Lender to carry out all necessary “know your customer” or similar requirements and such other information as may be reasonably required by such Facility Lender to address such requirement, including those reasonably required to ensure compliance with anti-money laundering procedures (including the USA Patriot Act) in its relevant jurisdiction, in each case to the extent not otherwise delivered to the relevant Finance Party at or prior to the Closing Date (and provided that any subsequent changes in such documents or updates to information contained therein shall be so delivered in accordance with this clause (k)(i)); and

at least three (3) Business Days prior to the Closing Date, a Beneficial Ownership Certification from the Borrower if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation;

Officer’s Certificates. Receipt by the Intercreditor Agent of a copy of a duly executed certificate of each of the Collateral Parties and, with respect to sub-clauses (i)—(iii) below, of each Affiliated Service Counterparty:

attaching a copy of the Constitutional Documents of each of the Collateral Parties and each Affiliated Service Counterparty, together with any amendments thereto (and certifying that such Constitutional Documents have not been revoked or amended since the date of the attached Constitutional Documents);

attaching copies of resolutions approving the Collateral Parties’ and the Affiliated Service Counterparties’ entry into the Finance Documents and Material Project Agreements, as applicable (and certifying that such resolutions have not been revoked or amended since the date of adoption thereof);

attaching incumbency certificates in respect of signatories; and

certifying that the conditions in clauses (c) (Material Project Agreement Default) and (m) (Representations and Warranties) of this Section 4.1 (Conditions to Closing Date and Initial Advance) have been met;

Representations and Warranties. (i) Each of the representations and warranties of the Obligors as set forth under Article 5 (Representations and Warranties of the Obligors) of this Agreement is true and correct in all material respects (except for those qualified by materiality, each of which shall be true and correct in all respects) as to such Obligor on and as of the Closing Date as if made on and as of the Closing Date (or if stated to have been made solely as of an earlier date, as of such earlier date);

Establishment of Accounts. Receipt by the Collateral Agent (with a copy to the Intercreditor Agent) of evidence that each of the Accounts required to be in existence as of the Closing Date has been established as required pursuant to the Common Security and Account Agreement;

Lien Search: Perfection of Security. Receipt by the Collateral Agent of copies or evidence, as the case may be, of the following actions in connection with the perfection of the Collateral:

completed requests for information or copies of the UCC search reports and tax lien, judgment and litigation search reports for the

UCC financing statements, fixture filings or other filings reflecting the Liens granted pursuant to the Common Security and Account Agreement and the other Security Documents that any of the Facility Agents may deem necessary or desirable in order to perfect the first priority Liens (subject to Permitted Liens) created thereunder; and

the Collateral is subject to the perfected first priority Lien (subject only to Permitted Liens) established pursuant to the Security Documents;

Fees; Expenses. Irrevocable instructions for the payment to each of the Facility Agents for its own account, or for the account of the relevant Facility Lender entitled thereto, of all fees due and payable as of the Closing Date pursuant to the Finance Documents, and all costs and expenses (including reasonable costs, fees and expenses of legal counsel and Consultants) payable thereunder for which reasonably detailed invoices have been presented to the Borrower at least three (3) Business Days prior to the Closing Date;

Authority to Conduct Business. Receipt by the Intercreditor Agent of satisfactory evidence, including certificates of good standing, dated no more than five (5) Business Days prior to the Closing Date, from the Secretary of the State of Louisiana and the Secretary of State of the State of Delaware, as applicable, of the authority of each Collateral Party and Affiliated Service Counterparty to carry on its business;

Total Capitalization. The aggregate Term Loan Commitments are not more than 75% of the then-current estimate of Project Costs projected in the Construction Budget and Schedule as of the Closing Date to be incurred by the Obligors for the Development;

Lien Waivers. Receipt by the Intercreditor Agent of Lien Waivers as have then been required pursuant to each of the Material Construction Contracts;

Flood Insurance. Receipt by each of the Facility Lenders of the following flood coverage documents from the Borrower, in each case to be satisfactory to each of the Facility Lenders:

a completed “Standard Flood Hazard Determination Form” of the Federal Emergency Management Agency and any successor Governmental Authority performing a similar function (a “Flood Certificate”) with respect to the anticipated real property comprising the LNG Facility Site (including leasehold interests therein) expected to be included in the Collateral (“Mortgaged Property”), which Flood Certificate shall:

be addressed to the Credit Facility Agent;

provide for “life of loan” monitoring; and

otherwise comply with the National Flood Insurance Program created by the US Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004 and any successor statutes (the “Flood Program”);

if the Flood Certificate states that any structure comprising a portion of the anticipated Mortgaged Property will be located in a Special Flood Hazard Area, the Borrower’s written acknowledgment of receipt of written notification from the Credit Facility Agent and any Facility Lender requesting the same:

as to the existence of such Mortgaged Property; and

as to whether the community in which such Mortgaged Property will be located is participating in the Flood Program;

Notes. Receipt of copies of the notes requested by the Facility Lenders pursuant to their Facility Agreement, as applicable, duly authorized, executed and delivered by the Borrower;

Litigation; Regulatory Action. There are no actions, suits, proceedings, investigations or similar actions pending or, to the knowledge of each Obligor, threatened (in writing) against such Obligor that have had or could reasonably be expected to have a Material Adverse Effect;

Releases under Sponsor Loan. Receipt by the Intercreditor Agent of a release letter, in form and substance reasonably satisfactory to the Intercreditor Agent, confirming that all security interests, pledges, encumbrances, and/or other Liens on the Sponsor’s Equity Interests in the Obligors securing the Sponsor Loan have been released or shall be released, or assigned to the Collateral Agent in the case of the Mortgage, concurrently with the consummation of the transactions contemplated by the Transaction Documents;

No Force Majeure. To the knowledge of the Obligors, no event of force majeure (as defined under the applicable Material Project Agreement) has occurred and is continuing under any Material Project Agreement the consequences of which could reasonably be expected to have a Material Adverse Effect;

Absence of Default. No Unmatured Loan Facility Event of Default or Loan Facility Event of Default has occurred and is Continuing on such date or could reasonably be expected to result from the consummation of the transactions contemplated by the Transaction Documents;

Equity Funding. At least $1,825,800,000 shall have been contributed to the Borrower either (i) prior to the Closing Date (and verified in writing by the Independent Engineer) or (ii) on the Closing Date and deposited into the Construction Account (as verified by the Account Bank) concurrently with the consummation of the transactions contemplated by the Transaction Documents (any such Equity Funding contemplated by this clause (z)(ii), the “Closing Date Equity Funding”);

Notice to Proceed. Issuance by the Borrower and the Guarantor, as applicable, of the “Notice to Proceed” or “FNTP”, as applicable, under and in accordance with each of the Material Construction Contracts;

Delivery of Material Permits. The Intercreditor Agent has received a copy of each material Permit (including the FERC Order, the FTA Authorization and Non-FTA Authorization);

Funds Flow Memorandum. Delivery by the Borrower of the memorandum setting forth the flow of funds on the Closing Date; and

Due Diligence CPs. The Borrower shall have satisfied each of the following conditions:

the Borrower shall have received written confirmation from BHGE that the basis of design of the UOP-delivered pre-treatment systems does not affect any performance guarantee (including any minimum performance guarantee or unconditional performance obligation) under the PIS Purchase Order or LTS Purchase Order;

prior to June 30, 2019, extensions of (or confirmations of extensions of) the Material Project Agreements’ longstop dates of June 30, 2019 or earlier such that no Material Project Counterparty will have a termination right if any relevant conditions precedent thereunder were not satisfied as of such longstop dates;

execution of an amendment to the EPC Contract addressing certain clarifications;

execution of a Change Order to the EPC Contract resolving the “Open Cost Items” for purposes of the EPC Contract;

delivery or written confirmation of the agreed list of guaranteed milestone dates under the LTS Purchase Order; and

execution of a Change Order under the PIS Purchase Order that confirms the agreed delivery points under the PIS Purchase Order.

Conditions to Each Advance

Disbursement Request. Receipt by the applicable Facility Agent of a Disbursement Request substantially in the form set forth in Schedule B-1 (Disbursement Request Form (Term Loans)) (and in such form as required pursuant to each Facility Agreement), which shall:

be for an amount that does not exceed (A) Project Costs reasonably expected to be due or incurred within the next 45 days succeeding the date of the proposed Advance minus (B) the amount estimated to be on deposit in the Construction Account on the date of such Advance;

include a certification from the Borrower (and, in the case of the certifications set forth in sub-clauses (A), (B), (C) and (D) below, to which the Independent Engineer reasonably concurs):

that the Independent Engineer has received from the Borrower (1) a detailed breakdown of the Project Costs to be funded pursuant to such Advance and (2) copies of or access to each invoice related to Project Costs incurred since the most recent Advance (or in the case of the first Advance after the Closing Date, since Closing) that is for more than $250,000 (excluding any invoices related to Permitted Hedging Instruments, Senior Debt or any Permitted Finance Costs and non-construction transaction costs and expenses) and, to the extent necessary, additional invoices so that the Independent Engineer has received invoices with respect to each prior Advance representing at

that the amount of the Advance being requested (1) is supported by such information provided by the Obligors to the Independent Engineer and certified by the Borrower as true, correct and complete with respect to the matter under review or (2) with respect to any evidence that constitutes estimated information, is based on reasonable good faith projections reasonably satisfactory to the Independent Engineer; provided that the Independent Engineer will not be required to evaluate the reasonableness of the projections with respect to funds used or funds related to payments under Permitted Hedging Instruments, Senior Debt, any Permitted Finance Costs and non-construction transaction costs or expenses;

(1) that the construction of the Project Facilities is proceeding substantially in accordance with the construction schedule set out in the Construction Budget and Schedule or, if not so proceeding, any delays shall not be reasonably expected to cause the Project Completion Date to otherwise not be achieved by the Date Certain, (2) as to the current utilization of previous Advances and (3) that the Facility Debt Commitments and funds on deposit in the Construction Account, Contingency Reserve Account and the Permitted Finance Costs Reserve Account (including any Equity Funding remaining on deposit in the Construction Account) are sufficient to achieve the Project Completion Date by the Date Certain;

that the Independent Engineer has received evidence that the full amount of the proceeds of the last preceding Advance has been either (1) paid in accordance with the Finance Documents or (2) retained in the Construction Account;

that construction reports that are then due pursuant to Section 10.4 (Construction Reports) have been provided to the Intercreditor Agent;

that the Borrower reasonably believes that the Project Completion Date shall occur on or prior to the Date Certain;

that each of the conditions in clauses (b) (Representations and Warranties), (c) (Absence of Default), (d) (Permits), (e) (Collateral), (i) (Senior Debt/Equity Ratio) and (j) (Export Authorizations) below have been met; and

none of the Construction Contractors has sought a Change Order to which such Construction Contractor is entitled for any EPC Change in Law as contemplated under Section 12.1 (Changes in the Work) of the EPC Contract or the corresponding provision of the Material Construction Contract that would, taking into account the increase in the contract price thereunder, cause the condition set forth in sub-clause (C) above not to be satisfied; and

include either (A) a list of all Change Orders for more than $10 million not theretofore submitted to the Intercreditor Agent, together with a statement by the Borrower that copies of the same have been submitted to the Independent Engineer prior to the date of the applicable Disbursement Request or (B) a Borrower statement that all Change Orders for more than $10 million have previously been submitted to the Intercreditor Agent;

Representations and Warranties. Each of the Repeated Representations made by such Obligor is true and correct in all material respects, except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects, as to such Obligor on and as of the date of such Advance as if made on and as of such date (or, if stated to have been made solely as of an earlier date, as of such earlier date);

Absence of Default. No Unmatured Loan Facility Event of Default or Loan Facility Event of Default has occurred and is Continuing on such date or could reasonably be expected to result from the consummation of the transactions contemplated by the Transaction Documents;

Permits. The Intercreditor Agent shall have received a copy of each material Permit to the extent required by Section 10.4(b)(x) (Construction Reports).

Collateral. The Collateral is subject to the perfected first priority Lien (subject only to Permitted Liens) in accordance with the requirements of, and established pursuant to, the Security Documents.

Real Property. Receipt by the Collateral Agent of a Disbursement Endorsement;

Lien Waivers. Receipt by the Intercreditor Agent of Lien Waivers as have then been required pursuant to each of the Material Construction Contracts;

Fees; Expenses. Receipt by each of the Facility Agents for its own account, or for the account of the relevant Facility Lender entitled thereto, of, or issuance of irrevocable instructions to pay from the proceeds of the Advance, all fees due and payable on and as of the date of the Advance pursuant to the Finance Documents, and all costs and expenses (including reasonable costs, fees and expenses of legal counsel and Consultants) payable thereunder for which reasonably detailed invoices have been presented to the Borrower at least three (3) Business Days prior to the Advance;

Senior Debt/Equity Ratio. The Senior Debt/Equity Ratio shall be no greater than 75:25, as confirmed by the Borrower; and

Export Authorizations. No Impairment of any Required Export Authorization with respect to any Required LNG SPA has occurred and is continuing that could reasonably be expected to result in a Material Adverse Effect. For the avoidance of doubt, if such an Impairment ceases to be continuing, whether as a result of an Export Authorization Remediation or otherwise, this condition will be deemed fulfilled.

Conditions to Each Advance under the Working Capital Facility

Disbursement Request. If such disbursement request is a request for Working Capital Loans, receipt by the Credit Facility Agent of a Disbursement Request substantially in the form set forth in Schedule B-2 (Disbursement Request Form (Working Capital Loans));

Issuance Request. If such disbursement request is a request for Letters of Credit, receipt by the Credit Facility Agent of an Issuance Request substantially in the form set forth in Schedule B-3 (Issuance Request Form (Letters of Credit));

Absence of Default. No Unmatured Loan Facility Event of Default or Loan Facility Event of Default has occurred and is Continuing on such date or could reasonably be expected to result from the consummation of the transactions contemplated by the Transaction Documents; and

Representations and Warranties. Each of the Repeated Representations made by each Obligor is true and correct in all material respects, except

Satisfaction of Conditions

In relation to the Closing and the Initial Advance:

if each of the conditions precedent set forth in Section 4.1 (Conditions to Closing Date and Initial Advance) and Section 4.2 (Conditions to Each Advance) has been satisfied or waived, (x) the Borrower shall deliver to the Intercreditor Agent a certificate to such effect (such certificate, the “Closing Conditions Certificate”) and (y) the Intercreditor Agent shall deliver the Closing Conditions Certificate to the Credit Facility Agent and unless a separate instrument effecting any such waiver has been signed by each of the relevant Parties, the Intercreditor Agent shall countersign the Closing Conditions Certificate and deliver the same to the Credit Facility Agent, solely for the purpose of acknowledging receipt of the Closing Conditions Certificate and confirming such waivers (if any), and deliver such countersigned certificate to the Borrower or otherwise provide the Borrower with a written confirmation of its receipt of the Borrower’s Closing Conditions Certificate (such countersigned Closing Conditions Certificate, or such Closing Conditions Certificate together with the Intercreditor Agent’s written confirmation of receipt thereof, is collectively referred to as the “Closing Notice”). The occurrence of the Closing and the obligation of each Term Lender to make the Initial Advance is subject to the Intercreditor Agent’s delivery of the Closing Notice to the Borrower prior to or concurrently with the Closing; and

the Disbursement Request with respect to the Initial Advance may be delivered by the Borrower at any time on or following (and in no event prior to) the delivery of the Closing Notice, which notice must be delivered no later than 3:00 p.m., New York City time, on the Business Day prior to the proposed Advance and otherwise in accordance with the applicable requirements set forth in the Credit Facility Agreement.

In relation to each Advance of Loans made under any Additional Senior Debt such Advance shall be subject to satisfaction or waiver of such conditions precedent as may be set forth in the Facility Agreement for such Additional Senior Debt.

In relation to each Advance of Loans under a Facility Agreement, the Intercreditor Agent may waive one or more conditions precedent set out in

The conditions precedent in this Article 4 (Conditions Precedent) and under any Facility Agreement shall be interpreted to permit a single certificate from a Party certifying as to matters required by multiple sections and subsections of this Article 4 (Conditions Precedent).

REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS

Initial Representations and Warranties of the Obligors

Conduct of Business

Material Permits

All material Permits (other than the FERC Order and the Export Authorizations) necessary for the Development are set forth in Schedule F (Material Permits) hereto, and:

as to those identified as such in the relevant schedule, have been duly obtained, were validly issued, are in full force and effect, and are not the subject of any pending appeal (or if subject to any appeal, such appeal does not have a reasonable probability of success and the applicable permit remains effective during such appeal) and all applicable fixed time periods for appeal set forth in the Government Rules pursuant to which such Permits were issued have expired or are Permits that do not have limits on appeal periods; or

as to those identified as such in the relevant schedule, are expected by the Obligors to be obtained in the ordinary course by the time they are necessary for the Development; and

in the case of the Permits described in sub-clause (A) above, are, or, in the case of the Permits described in sub-clause (B) above, are reasonably expected to be, free from conditions or requirements:

the compliance with which could reasonably be expected to have a Material Adverse Effect; or

which the Obligors do not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development for which such Permit is necessary, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect.

In respect of each Obligor, to its Knowledge, there is no action, suit or proceeding pending with respect to any material Permit set forth in Schedule F (Material Permits) attached hereto (not including the FERC Order or any Export Authorization) that could reasonably be expected to result in a Material Adverse Effect or if subject to any appeal, such appeal does not have a reasonable probability of success and the applicable permit remains effective during such appeal.

Compliance with Laws

No Employees

Labor Matters

Legal Name and Place of Business

The full and correct legal name, type of organization and jurisdiction of organization of each of the Obligors is as follows:

Venture Global Calcasieu Pass, LLC, a limited liability company organized under the laws of the State of Delaware; and

TransCameron Pipeline, LLC, a limited liability company organized under the laws of the State of Delaware.

Except as set forth on Schedule 5.1(f)(ii) (Prior Locations), no Obligor has ever changed its name or location (as defined in Section 9-307 of the UCC); and

On the Closing Date, the chief executive offices of the Obligors are located at 1001 19th Street North, Suite 1500, Arlington, VA 22209.

Reserved

Sanctions, Anti-Corruption Laws and USA Patriot Act

the target of Sanctions administered by the United States, including by OFAC and by the US Department of State, the European Union, any EU member state, or Her Majesty’s Treasury of the United Kingdom;

a Person listed in any Sanctions-related list of sanctioned Persons maintained by the United States, including by OFAC and the U.S. Department of State, by the United Nations Security Council, the European Union, any EU member state, or the Her Majesty’s Treasury of the United Kingdom;

a Person located, organized or resident in a country, territory, or region that is, or whose government is, the target of Sanctions under OFAC or by the US Department of State, the European Union, any EU member state, or Her Majesty’s Treasury or the United Kingdom, , including, without limitation, currently the Crimea region, Cuba, Iran, North Korea, and Syria;

a Person owned or controlled a Person, country, territory, or region in (i) through (iii) (each such person in (i) through (iv), a “Sanctioned Person”); or

the subject of any action or investigation by any Governmental Authority with respect to any actual or alleged violation of any Applicable Anti-Corruption Laws, Anti-Terrorism and Money Laundering Laws, or Sanctions.

Financial Condition

Information; Projections

Environmental and Social

Except as could not reasonably be expected to result in a Material Adverse Effect, each Obligor and the Project Facilities are, and have been, in compliance with all applicable Environmental Laws;

there are no past or present facts, circumstances, conditions, events or occurrences, including Releases of Hazardous Materials by the Obligors or with respect to the Project Facilities or any Real Estate on which any Project Facilities are located, that could reasonably be expected to give rise to any Environmental Claims that could reasonably be expected to have a Material Adverse Effect or cause the Project Facilities to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Laws that could reasonably be expected to have a Material Adverse Effect (excluding restrictions on the transferability of Permits upon the transfer of ownership of assets subject to such Permit);

Hazardous Materials have not at any time been Released at, on, under or from the Project Facilities, or any Real Estate on which they are situated, by an Obligor or, to the Knowledge of such Obligor, other Persons, other than in material compliance at all times with all applicable Environmental Laws or in such manner as otherwise could not reasonably be expected to result in a Material Adverse Effect;

there have been no material environmental investigations, studies, audits, reviews or other analyses relating to environmental site conditions that individually or in the aggregate could reasonably be

the Obligors have not received any letter or request for information under Section 104 of CERCLA, or comparable state laws, and to the Knowledge of the Obligors, none of the operations of the Obligors is the subject of any investigation by a Governmental Authority evaluating whether any remedial action is needed to respond to a Release or threatened Release of any Hazardous Materials relating to the Project Facilities, or any Real Estate on which they are situated, or at any other location, including any location to which the Obligors have transported, or arranged for the transportation of, any Hazardous Materials with respect to the Development, which, in each case above, could reasonably be expected to have a Material Adverse Effect.

Reserved

Taxes

Reserved

Regulatory Matters

None of the Obligors is subject to regulation:

under Section 3 of the Natural Gas Act;

as a “natural-gas company” as such term is defined in the Natural Gas Act;

under PUHCA; or

under the Louisiana Government Rules as a “public utility” or a “gas utility”;

None of the Collateral Agent nor the Senior Creditors, solely by virtue of the execution and delivery of the Finance Documents, the consummation of the transactions contemplated thereby, or the performance of obligations thereunder, shall be or become subject to the provisions of:

Section 3 of the Natural Gas Act;

the Natural Gas Act as a “natural-gas company” as such term is defined in such Act;

PUHCA; or

the Louisiana Government Rules as a “public utility” or a “gas utility”.

Transactions with Affiliates

Solvency

Ranking of Senior Debt Obligations

pari passu in right of payment and otherwise with its Senior Debt Obligations to each other Secured Party under the Finance Documents; and

pari passu or senior in right of payment to all other Indebtedness of the Borrower whether now existing or hereafter outstanding.

Operating Responsibilities

Reserved

Material Project Agreements

A list of each Material Project Agreement existing on the Closing Date, is attached as Schedule H (Material Project Agreements and Certain Other Contracts) hereto. The Schedule contains details of all amendments, amendments and restatements, supplements, waivers and interpretations modifying or clarifying any of the above. True, correct and complete copies of each of the aforementioned contracts have been delivered to the Intercreditor Agent and certified by the Borrower;

To the Knowledge of each Obligor, all Material Project Agreements are in full force and effect;

As of the Closing Date, no material default or event of default of any Obligor and, to the Knowledge of each Obligor, no material default or event of default of any counterparty exists under any Material Project Agreement;

To the Knowledge of each Obligor, as of the Closing Date, the representations and warranties of the Material Project Counterparties under the Material Project Agreements are true and accurate in all material respects;

As of the Closing Date, no (A) event of force majeure (as defined under the applicable Material Project Agreement) in respect of which a Material Project Counterparty has sought or would reasonably be expected to seek relief from performance under a Material Project Agreement has occurred and is continuing under any Material Project Agreement or (B) other circumstance exists that would entitle a Material Project Counterparty to terminate a Material Project Agreement or suspend its performance thereunder has occurred and is continuing; and

None of the Material Project Agreements has been terminated or otherwise amended, modified, supplemented, transferred, impaired or, to the applicable Obligor’s Knowledge, assigned, in each case except as permitted under Section 8.3 (Amendment of LNG SPAs), Section 12.5(c) (Material Project Agreements), Section 12.5(d) (Material Project Agreements) or Section 12.29(c) (Certain Real Property Rights; Real Property Documents; Leases).

Equator Principles

Litigation

Flood Insurance

Liabilities

Reserved

Reserved

Beneficial Ownership Certification

No Event of Loss or Event of Taking

Due Authorization

No Indebtedness

Repeated Representations and Warranties of the Obligors

Organization

Financial Statements

Power and Authority and Qualification

has the power and authority to execute, deliver, perform and incur obligations under the Transaction Documents then in effect to which it is a party;

has the power and authority to make the assignment and grant the Lien and Security Interest granted in the Collateral pursuant to the Finance Documents;

has the power and authority for the execution, delivery and performance of each of the Transaction Documents to which it is a party, each of the Transaction Documents has been duly authorized by it, and (assuming the due execution and delivery by the counterparties to the Obligors thereto) each of the Transaction Documents to which it is a party is in full force and effect and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as limited by general principles of equity and bankruptcy, insolvency and similar laws; and

is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

No Conflicts

In respect of each of the Obligors, its Constitutional Documents do not conflict with or prevent execution or delivery or performance by it of the Transaction Documents then in effect to which it is a party;

neither (x) any material law applicable to it, or agreement to which it is a party, nor (y) any order, judgment or decree to which it or any of its assets are subject conflict in any material respect with, or prevent execution or delivery or performance by it of, the Transaction Documents then in effect to which it is a party or conflict in any material respect with its Constitutional Documents;

in respect of each of the Obligors, the Material Project Agreements then in effect to which it is a party do not conflict with or prevent execution or delivery or performance by it of the Finance Documents; and

the execution or delivery or performance by it of the Transaction Documents does not result in the creation or imposition of any Lien upon or with respect to any of its property or its assets now owned or hereafter acquired, other than Liens created under the Security Documents and other Permitted Liens.

Regulatory Matters

the FERC Order: (a) has been obtained by the Borrower with respect to the LNG Facility and by the Guarantor with respect to the TransCameron Pipeline, (b) is in full force and effect, and (c) is final and non-appealable;

the Obligors are in material compliance with the FERC Order, and the FERC order is free from conditions and requirements: (a) the compliance with which could reasonably be expected to have a Material Adverse Effect, or (b) that the applicable Obligor does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development except to the extent that failure to satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect;

each of the FTA Authorization and the Non-FTA Authorization: (a) has been obtained by the Borrower, (b) is in full force and effect, and (c) is final and non-appealable; and

the Borrower is in material compliance with each of the FTA Authorization and the Non-FTA Authorization, and each of the

ERISA

does not sponsor or participate in, or have any obligation to contribute to, or any liability under, any Plan or Multiemployer Plan; and

no ERISA Event has occurred or is reasonably expected to occur.

Title

Except as otherwise permitted under the Finance Documents and other than with respect to real property (which is covered under clause (m) (Real Property) below), each Obligor owns good and valid title to all of its property and assets included in the Collateral, free and clear of all Liens other than Permitted Liens, and the Security Documents are effective to create a legal, valid and enforceable Lien on, and security interest in, all of the Collateral, and the Secured Parties have a first priority perfected security interest in the Collateral (subject to Permitted Liens); and

No previous assignment of, or security interest in, any Obligor’s right, title and interest in any of the Collateral has been made or granted by any Obligor that remains in effect or is otherwise effective other than pursuant to the Finance Documents to which the Obligor is a party or in respect of Permitted Liens.

Subsidiaries

Investment Company Act (Obligors)

Margin Stock

No part of the proceeds of any Advance shall be used for the purpose of buying or carrying any Margin Stock or to extend credit to others for such purpose; and

in respect of each Obligor, it is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Senior Debt shall be used for any purpose that violates, or would be inconsistent with, Regulations T, U or X of the Federal Reserve Board.

Minimum Insurance

No Loan Facility Declared Default or Event of Default

Real Property

The Obligors collectively have good, legal and valid real property interests in the applicable portion of the Site pursuant to the Real Property Documents, in each case as is necessary for the Development at the time this representation and warranty is made;

The Obligors do not have any real property interests other than with respect to the Site or except as set forth on Schedule 5.2(m) (Real Property Interests);

No action has been commenced or is pending to terminate, restate or replace any Lease; and

To the Knowledge of each Obligor, there is no default or existing condition which with the giving of notice or passage of time or both would cause a default under a Lease, and all rents due under the Leases have been timely paid in full.

Intellectual Property

Anti-Corruption Laws

None of the Obligors, or any of their Affiliates, nor, to the Knowledge of any of these entities, the Sponsor or any of its Affiliates, any of their respective directors, officers, agents, employees or other persons acting on behalf of them, is aware of or has taken any action, directly or indirectly, that would result in a violation by such entity of the Applicable Anti-Corruption Laws, Anti-Terrorism and Money Laundering Laws or Sanctions applicable to such Person; and

The Obligors have instituted and maintain customary policies and procedures designed to ensure continued compliance therewith in all material respects.

Collateral

No Material Adverse Effect.

Accounts

Material Project Agreements

Each of the Material Project Agreements to which any Obligor is a party is in full force and effect to the Obligors’ Knowledge, and none of such Material Project Agreements has been terminated or otherwise amended, modified, supplemented, transferred, impaired or, to the Obligors’ Knowledge, assigned, except as permitted by the terms of the Finance Documents; and

no material default or event of default of any Obligor or, to the Knowledge of each Obligor, of any counterparty, have occurred and are continuing under any Material Project Agreement.

Sufficiency of Funds

Equity Interests and Ownership

Environmental Claims; Permit Notices

Except as set forth in Schedule G (Disclosure Schedule) hereto, there is:

no Environmental Claim now pending or, to the Knowledge of each Obligor, threatened against it or the Project Facilities, or expressly with respect to its Permits or the Development, that in each case could reasonably be expected to have a Material Adverse Effect; and

no existing default by it under any applicable order, writ, injunction or decree of any Governmental Authority or arbitral tribunal with respect to Environmental Claims that

In respect of each Obligor, it has not received any notice from any Governmental Authority asserting that any information set forth in any application submitted by or on behalf of it in connection with any material Permit that has been obtained as of the date this representation is made or deemed repeated was inaccurate or incomplete at the time of submission that could reasonably be expected to have a Material Adverse Effect.

Tax Status

Easements; Utilities; Services

Development

EEA Financial Institutions

INCURRENCE OF ADDITIONAL SENIOR DEBT

Permitted Senior Debt

The Borrower may from time to time enter into agreements to incur, and may incur, Senior Debt Obligations in addition to the Initial Senior Debt Obligations that, for so long as the Common Terms Agreement remains in effect in accordance with its terms, consist only of Working Capital Debt, and/or Replacement Senior Debt (and shall satisfy the requirements of this Article 6 (Incurrence of Additional Senior Debt) applicable to such category of Senior Debt).

Each Senior Creditor Group Representative (on behalf of the Senior Creditors providing Additional Senior Debt) must accede to the Common Security and Account Agreement pursuant to, and in accordance with, the conditions set forth in Section 2.7 (Accession of Senior Creditor Group Representatives) of the Common Security and Account Agreement.

Incurrence of Additional Senior Debt under one Section of this Article 6 (Incurrence of Additional Senior Debt) shall not preclude the incurrence of Additional Senior Debt under any other Section of this Article 6 (Incurrence of Additional Senior Debt), and the failure of the proposed Additional Senior Debt to meet the requirements of one Section of this Article 6 (Incurrence of Additional Senior Debt) shall not preclude the incurrence of such Additional Senior Debt if permitted under other Sections of this Article 6 (Incurrence of Additional Senior Debt).

Additional Senior Debt under this Article 6 (Incurrence of Additional Senior Debt) may be incurred under this Agreement and/or any other Senior Debt Instrument.

Working Capital Debt

The Borrower may incur senior secured or unsecured Indebtedness (which, if secured, shall constitute Senior Debt) not exceeding an amount outstanding at any one time equal to the sum of:

an aggregate principal amount not to exceed the amount of the Working Capital Facility as of the Closing Date; and

$255,000,000;

no Event of Default or Unmatured Event of Default:

has occurred and is Continuing; or

could reasonably be expected to occur after giving effect to the incurrence of the Working Capital Debt;

any Senior Debt Instrument governing the Working Capital Debt shall require the Borrower to reduce the principal amount relating to any revolving Loans thereunder to $0 for a period of at least five (5) consecutive Business Days at least once per calendar year; provided that this requirement shall not apply to letters of credit outstanding or Loans outstanding as a result of a draw under a letter of credit; provided further that amounts may not be borrowed under any one Facility Agreement for Working Capital Debt in order to meet this requirement under any other Facility Agreement for Working Capital Debt (it being acknowledged and agreed that the foregoing shall not limit the utilization by the Borrower of other Indebtedness that is permitted to be incurred pursuant to Section 12.14 (Limitation on Indebtedness) for such purposes to the extent the terms and conditions of such Indebtedness permit such utilization); and

the Intercreditor Agent has received, at least three (3) Business Days before the incurrence of any such Working Capital Debt, a certificate from the Borrower that:

identifies each Senior Creditor Group Representative for, and each holder of, any such Working Capital Debt; and

attaches a copy of each proposed Senior Debt Instrument relating to any such Working Capital Debt.

Any provider of Working Capital Debt (or a Senior Creditor Group Representative on its behalf) that is secured shall accede as a Senior Creditor to the Common Security and Account Agreement, the Intercreditor Agreement and this Agreement, and shall share pari passu in the Collateral.

Replacement Senior Debt

At any time and from time to time, the Borrower may incur additional senior debt or enter into agreements with Persons who commit to provide additional senior secured or unsecured debt in order to prepay or repay Senior Debt and/or replace all or part of the Facility Debt Commitments under one or more Loans (“Replacement Senior Debt”), as the case may be, so long as and provided that the Borrower certifies that:

the Replacement Senior Debt, taken as a whole:

has a weighted average life no less than the then-remaining weighted average life of that of the Senior Debt or the Facility Debt Commitments being prepaid or replaced, taken as a whole;

has a Final Maturity Date no earlier than the Senior Debt or the Facility Debt Commitments being prepaid or replaced; and

may not be voluntarily prepaid or redeemed prior to having repaid the then-outstanding Term Loans in full and having cancelled all outstanding Term Loan Commitments;

the Replacement Senior Debt is incurred solely for the permitted prepayment, in whole or in part, of existing Senior Debt (and provisions, costs, prepayment premiums, fees or expenses associated with the Replacement Senior Debt or the prepaid Senior Debt, as applicable (including, without duplication, (A) any Hedging Termination Amount with respect to any Permitted Hedging Instrument subject to the refinancing with the proposed Replacement Senior Debt; (B) any amounts required to be deposited in a debt service reserve or similar reserve (or any interest during construction) account in connection with the issuance of such Replacement Senior Debt; and (C) any incremental carrying costs of such Replacement Senior Debt (including any increased interest during construction) associated with any such cancellation, prepayment or redemption, or incurred in connection with the proposed Replacement Senior Debt)) or the permitted replacement of existing unutilized commitments of a Senior Creditor Group (or, within a Senior Creditor Group, of any Facility Lender);

the aggregate principal amount of Replacement Senior Debt incurred or committed and then available does not exceed the aggregate amount of the Senior Debt or the Facility Debt Commitments prepaid or replaced, together with any premiums,

the Borrower will have demonstrated by delivery of an updated Base Case Forecast (prepared in accordance with the Base Case Sizing Criteria) that the incurrence of the Replacement Senior Debt shall not result in a Fixed Projected DSCR of less than 1.40:1 commencing on the first CTA Payment Date following such prepayment for each twelve (12) month period thereafter (including any stub period) through the Qualifying Term of the Qualifying LNG SPAs then in effect (with such ratio being calculated on a pro forma basis giving effect to the incurrence of the Replacement Senior Debt and the prepayment or repayment of the existing Senior Debt or cancellation of the Facility Debt Commitments);

the Replacement Senior Debt is ranked pari passu and is treated pro rata in all respects with Senior Debt, and does not benefit from any security or guarantee from the Collateral Parties that is in addition to any security or guarantee from such Persons provided in respect of any then-outstanding Senior Debt (including any Senior Debt Commitments thereunder) unless such security or guarantee is provided for the equal and ratable benefit of each Senior Creditor;

the Replacement Senior Debt does not benefit from any material covenants or terms that are materially more restrictive on the Obligors than those included in this Agreement unless such covenants or terms are provided for the benefit of all Facility Lenders;

simultaneously with the incurrence of any Replacement Senior Debt that occurs on or after the date by which the Borrower is required to fund the Senior Facilities Debt Service Reserve Account in accordance with Section 4.5(i) (Deposits and Withdrawals – Senior Facilities Debt Service Reserve Account) of the Common Security and Account Agreement, the Borrower shall use a portion of the proceeds of such Replacement Senior Debt to fund any increase in the then-applicable Senior Facilities Reserve Amount or, if such Replacement Senior Debt does not constitute Facility Debt Obligations, fund any Additional Debt Service Reserve Account opened by the Borrower in accordance with the Common Security and Account Agreement that was established for such Replacement Senior Debt in an amount as required by such Replacement Senior Debt; and

the Intercreditor Agent has received (A) at least three (3) Business Days prior to the incurrence of such Replacement Senior Debt, (1) a notice describing the then-anticipated principal terms and conditions of the proposed Replacement Senior Debt (other than, in the case of Replacement Senior Debt comprised of Senior Notes, the pricing and amortization schedule of such Senior Notes, which shall be provided when they become available) and (2) the substantially agreed forms of the finance documents relating to any proposed Replacement Senior Debt (other than in the case of Replacement Senior Debt comprised of Senior Notes) and (B) on the date of the incurrence of such Replacement Senior Debt, (1) an updated notice describing the final principal terms and conditions of the Replacement Senior Debt (including, in the case of Replacement Senior Debt comprised of Senior Notes, the pricing and amortization schedule of such Senior Notes). (2) copies of the executed finance documents relating to the Replacement Senior Debt and (3) an officer’s certificate of the Obligors certifying to the matters set forth in clauses (i)-(vii) above;

Within 30 days after the first Advance of any Replacement Senior Debt, the Borrower shall pay, from the proceeds of the Replacement Senior Debt or other cash flow available for such purpose, any Breakage Costs and/or other amounts required to be paid in accordance with Section 3.6 (Prepayment Fees and Breakage Costs) and the applicable Facility Agreement with respect to the Facility Debt Commitments being replaced.

PERMITTED DEVELOPMENT EXPENDITURES/EXPANSIONS

Permitted Development Expenditures

The Obligors shall not make any Development Expenditures that do not qualify as Permitted Development Expenditures. Assets or property built or acquired with Development Expenditures shall constitute Collateral except as provided in the Security Documents.

For the avoidance of doubt, (i) Permitted Development Expenditures may be made prior to the Project Completion Date to the extent permitted under Article 9 (Material Construction Contracts) and (ii) Permitted

Development Expenditures may also be made in relation to an Expansion to the extent permitted under Section 7.2 (Expansion Contracts).

Expansion Contracts

The Obligors shall not enter into a construction contract or contracts with respect to the development of any mixed refrigerant liquefaction blocks, modules and supporting facilities in addition to the LNG Facilities, and related loading, transportation and storage facilities, in addition to the Development then in operation or under construction that contain obligations and liabilities which, in the aggregate, are in excess of $50 million (an “Expansion”) without the prior consent of the Intercreditor Agent acting at the instruction of the Requisite Intercreditor Parties; provided that without such consent the Obligors may:

conduct front-end engineering, development and design work using Equity Funding not otherwise committed to other expenditures for the Development;

prepare and submit applications for Permits related to any such Expansion; and

undertake pre-construction activities and early works activities associated with an Expansion;

LNG SPA COVENANTS

LNG SPA Maintenance

The Borrower shall maintain Qualifying LNG SPAs providing for commitments to purchase LNG in quantities at least equal to the Base Committed Quantity for a Qualifying Term unless one or more of such Qualifying LNG SPAs has terminated, in which case the Borrower shall enter into a replacement Qualifying LNG SPA within 90 days following such termination to the extent necessary to meet the Base Committed Quantity; provided that the Borrower shall have a further 90 days to enter into such a replacement Qualifying LNG SPA if the following two conditions are met:

the Borrower intends to replace such terminated LNG SPA with an LNG SPA that would be a Qualifying LNG SPA that causes the Obligors to meet the Base Committed Quantity and is diligently pursuing such replacement; and

the termination of such Qualifying LNG SPA could not reasonably be expected to result in a Material Adverse Effect;

A “Qualifying LNG SPA” includes each of the Initial LNG SPAs, any LNG SPA entered into for a Qualifying Term in accordance with Section 8.4 (Sale of Supplemental Quantity), and any other LNG SPA that meets each of the following conditions:

such LNG SPA is entered into for a Qualifying Term with:

an Investment Grade LNG Buyer (or guaranteed by an Investment Grade entity);

in the case of any LNG SPA that is a replacement of an LNG SPA referenced in clauses (a) or (d) of the definition of “Initial LNG SPAs”, (i) an Investment Grade LNG Buyer (or guaranteed by an Investment Grade entity) or (ii) an entity with consolidated net tangible assets of at least $15 billion (or guaranteed by an entity with such consolidated net tangible assets);

in the case of any LNG SPA entered into in accordance with Section 8.4 (Sale of Supplemental Quantity) or any LNG SPA that is a replacement of an LNG SPA referenced in clauses (b), (c), (e) or (f) of the definition of “Initial

LNG SPAs”, so long as the Borrower has other Qualifying LNG SPAs for at least 6.0 MTPA of ACQ with counterparties that are an Investment Grade LNG Buyer (or guaranteed by an Investment Grade entity), an entity with consolidated net tangible assets of at least $3 billion per 1.0 MTPA of ACQ (or guaranteed by an entity with such consolidated net tangible assets); or

any other entity approved by the Intercreditor Agent;

delivery of LNG under such LNG SPA is on an FOB basis;

the Borrower has delivered to the Intercreditor Agent notice of the proposed terms of such LNG SPA; and

such terms are consistent, in all material respects, with (and not materially less favorable in the aggregate to the interests of the Borrower than) those set forth in any Qualifying LNG SPA then in effect; or

the Intercreditor Agent confirms that the Requisite Intercreditor Parties, after consultation with the Market Consultant, are reasonably satisfied with the terms of such LNG SPA, including its conformity to Market Terms;

the execution of such LNG SPA and performance by the Borrower of its obligations under such LNG SPA shall not result in a breach of any Qualifying LNG SPA then in effect, or any Required Export Authorization then in effect and no additional Required Export Authorizations are necessary in connection with the execution of such LNG SPA; and

the Borrower has delivered to the Intercreditor Agent a certificate certifying to the matters set forth in clauses (i), (ii), (iii)(A)(1) (if applicable) and (iv) above.

LNG SPA Mandatory Prepayment

The Borrower shall be required to make a mandatory prepayment (an “LNG SPA Mandatory Prepayment”) if either of the events set forth below occurs (each, an “LNG SPA Prepayment Event”):

the Borrower breaches the covenant in Section 8.1 (LNG SPA Maintenance) (taking into account the period set forth therein to replace the relevant LNG SPA); or

with respect to any Required LNG SPA, a Required Export Authorization becomes Impaired and the Borrower does not:

provide a reasonable remediation plan (setting forth in reasonable detail proposed steps to reinstate the Required Export Authorization or to modify its LNG SPA arrangements, such as through lawful diversions by the counterparty thereto and/or alternative delivery or sale arrangements, such that such Impaired Export Authorization is no longer a Required Export Authorization with respect to any or all such Required LNG SPAs (each such item, an “Export Authorization Remediation”)) within 30 days following such occurrence;

diligently pursue such Export Authorization Remediation; or

cause such Export Authorization Remediation to take effect within 90 days following the occurrence of the Impairment; provided that the Borrower shall have a further 90 days to effect an Export Authorization Remediation if the following two conditions are met:

the Borrower is diligently pursuing its plan for the Export Authorization Remediation; and

the Impairment of the Required Export Authorization of such Required LNG SPA could not reasonably be expected to result in a Material Adverse Effect during such subsequent cure period;

The amount of the Senior Debt (which shall not extend to any Working Capital Debt unless only Working Capital Debt remains outstanding) that the Borrower shall repay and the amount of undrawn Facility Debt Commitments (which shall not include any Working Capital Debt unless only Working Capital Debt remains outstanding) that the Borrower shall cancel upon the occurrence of any LNG SPA Prepayment Event shall be an amount equal to:

the aggregate principal amount of Senior Debt then outstanding plus the aggregate principal amount of undrawn Facility Debt Commitments; less

the maximum amount of Senior Debt that can remain outstanding consistent with the Base Case Sizing Criteria based on the Base Case Forecast and updated to take into account each Qualifying LNG SPA then in full force and effect (after giving effect to the LNG SPA Prepayment Event) and including any new Qualifying LNG SPAs entered into by the Borrower to replace an LNG SPA the termination of which triggered the LNG SPA Prepayment Event.

In making the prepayment and cancellation described in clause (b) above, the Borrower shall first repay the aggregate principal amount of Senior Debt Obligations then outstanding to the extent required under this Section 8.2 (LNG SPA Mandatory Prepayment) or until there are no more Senior

Upon completion of the prepayment of Senior Debt and cancellation of Facility Debt Commitments as and to the extent required by clause (b) and (c) above, the LNG SPA Prepayment Event and underlying breach of Section 8.1 (LNG SPA Maintenance) or Impairment triggering that LNG SPA Prepayment Event shall no longer be continuing under the Finance Documents in so far as the same set of events, facts or circumstances that caused such breach, Impairment and mandatory prepayment are concerned, but without prejudice to the Borrower’s obligations under Section 8.1 (LNG SPA Maintenance) and Section 8.2 (LNG SPA Mandatory Prepayment) with respect to any other event, fact or circumstance.

Amendment of LNG SPAs

any amendment or modification of the price or quantity provisions of any Qualifying LNG SPA:

if such amendment or modification results in a breach of Section 8.1 (LNG SPA Maintenance); or

unless after giving effect to such amendment or modification, the Fixed Projected DSCR starting from the CTA Payment Date for the repayment of principal following the date of such amendment or modification and for each calendar year thereafter through the Qualifying Term of the Qualifying LNG SPAs then in effect is at least 1.50:1.00;

any amendment or modification of any Qualifying LNG SPA that:

could reasonably be expected to have a Material Adverse Effect;

would not be on Market Terms; or

would otherwise violate or conflict with the terms of the Finance Documents;

any material waiver, amendment or modification of the governing law, choice of forum, responsibility for shipping (i.e., FOB or delivery ex- ship/delivered-at-terminal basis), term (other than an increase), or guarantee or credit support provisions (other than an increase or improvement) of any Qualifying LNG SPA, in each case if within 60 days following notice of such proposed amendment or modification, the Intercreditor Agent notifies the Borrower in writing of its objection to such proposed amendment or modification; or

any amendment or modification of the material elements of the structure or components of the pricing formula or the methodology of calculating the Contract Sales Price or any material term defining the “take-or-pay” obligations of any Qualifying LNG SPA (other than any increase or improvement thereof), in each case, if within 60 days following notice of such proposed amendment or modification, the Intercreditor Agent notifies the Borrower in writing of its objection to such proposed amendment or modification.

Sale of Supplemental Quantity

The Borrower shall be permitted to enter into LNG SPAs in respect of all or any portion of the Supplemental Quantity, which LNG SPAs may be of any duration, on any terms and to buyers of any credit quality; provided that:

the Required LNG SPAs are then in full force and effect;

either (A) such LNG SPA has a term that is less than 3 years or (B) such LNG SPA is entered into with (1) an Initial LNG Buyer, (2) an Investment Grade LNG Buyer (or guaranteed by an Investment Grade entity), (3) an entity with consolidated net tangible assets of at least $3 billion per 1.0 MTPA of ACQ (or guaranteed by an entity with such consolidated net tangible assets) or (4) any other entity approved by the Intercreditor Agent;

each buyer thereunder is instructed to pay the contract sales price to the Pre-Completion Revenues Account or the Revenue Account as required by Section 8.6 (Payment of LNG Sales Proceeds);

the performance by the Borrower of its obligations under such LNG SPAs could not reasonably be expected to have a material adverse effect on the ability of the Borrower to perform its obligations under the Required LNG SPAs;

such LNG SPA is on Market Terms;

the entry into and the terms of such LNG SPA shall not result in a breach or default of any Required LNG SPA then in effect or the Impairment of any then-required material Permit; and

delivery of LNG under such LNG SPA is on an FOB basis.

Sale of Pre-Commercial Quantities

The Borrower shall be permitted to enter into LNG SPAs in respect of any LNG produced or to be produced by the LNG Facility prior to the Commercial Operation Date, which LNG SPAs may be of any duration, on any terms and to buyers of any credit quality; provided that:

the Required LNG SPAs are then in full force and effect;

such LNG SPA has a term that ends no later than the day immediately preceding each of the Commercial Operation Date (as defined in each Initial LNG SPA);

each buyer thereunder is instructed to pay the contract sales price to the Pre-Completion Revenues Account as required by Section 8.6 (Payment of LNG Sales Proceeds);

the performance by the Borrower of its obligations under such LNG SPAs could not reasonably be expected to have a material adverse effect on the ability of the Borrower to perform its obligations under the Required LNG SPAs;

the entry into and the terms of such LNG SPA shall not result in a breach or default of any Required LNG SPA then in effect or the Impairment of any then-required material Permit; and

delivery of LNG under such LNG SPA is on an FOB basis.

Payment of LNG Sales Proceeds

the Pre-Completion Revenues Account for any payments made prior to the Project Completion Date; and

the Revenue Account for any payments made on or after the Project Completion Date.

MATERIAL CONSTRUCTION CONTRACTS

Change Orders

initiate or consent to (without the consent of the Intercreditor Agent acting in consultation with and in reliance on the applicable certificates from the Independent Engineer) any Change Order that:

increases the contract price of a Material Construction Contract as of the Closing Date or increases the aggregate anticipated Project Costs of the Project Facilities in excess of the costs contemplated by the Construction Budget and Schedule; provided that: the Obligors may, without the consent of the Intercreditor Agent (or delivery of any certificate from the Independent Engineer) and subject to sub-clauses (ii) through (vii) below, enter into any Change Order under any Material Project Agreement or other contract if:

the amount of any such Change Order is less than $50 million individually and the aggregate of all such Change Orders or payments with respect to the Material Project Agreements and/or other contracts (taken together), is less than $100 million collectively; and

(I) such Change Order does not, individually or when taken together with all other Change Orders, exceed the Contingency Reserve Amount (as such amount is replenished with any deposits into the Contingency Reserve Account by funds transferred in accordance with Section 4.5(b)(ii)(C) (Deposits and Withdrawals – Pre-Completion Revenues Account) of the Common Security and Account Agreement); or (II) if the Change Orders are paid for in connection with any reallocation of aggregate contingency or application of cost savings from any line item in the Construction Budget and Schedule, then the Obligors may, without the consent of the Intercreditor Agent and subject to sub-clauses (ii) through (vii) below, enter into a Change Order to make payment of any claim under such Material Project Agreements and/or other contracts;

modifies any credit support requirements, warranty, Performance Liquidated Damages or Delay Liquidated Damages or Schedule Bonus under any Material Project Agreement in a manner that is materially adverse to the Obligors or the Secured Parties;

changes the scope of work or performance testing standards under any Material Project Agreement in a manner materially adverse to the Obligors;

extends any of the LPS1 Substantial Completion Deadline, the LPS2 Substantial Completion Deadline or the LPS3 Substantial Completion Deadline (each as defined in the EPC Contract) by more than 60 days, unless:

the Independent Engineer certifies that the substantial completion of the applicable LNG Production System (each as defined in the EPC Contract) is reasonably likely to occur within an additional 60 days;

the Borrower is diligently working to achieve substantial completion of such block or module within such additional 60-day period; and

the Facility Substantial Completion Deadline (as defined in the EPC Contract) could not be reasonably expected to be adversely affected.

delays the Facility Substantial Completion Deadline (as defined in the EPC Contract);

results in the revocation or adverse modification of any material Permit; or

could reasonably be expected to result in a Material Adverse Effect.

UOP Pre-Treatment Systems

REPORTING BY THE BORROWER

Accounting, Financial and Other Information

furnish to the Intercreditor Agent:

within 60 days following the end of the first three fiscal quarters of each fiscal year, beginning with the fiscal quarter ending September 30, 2019, consolidating unaudited statements of income and cash flows of the Obligors for such period and for the period from the beginning of the respective fiscal year to the end of such period and the related balance sheet as at the end of such period, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year; and

within 120 days after the end of each fiscal year beginning with the fiscal year ending December 31, 2019, the Obligors’ consolidating annual financial statements, audited by the Independent Accountants, accompanied by an audit opinion of such Independent Accountants to the effect that such financial statements fairly present, in all material respects, the financial position and results of operations and cash flows of the Obligors in accordance with GAAP (which opinion shall not be subject to any “going concern” qualification); and

concurrently with the delivery of the financial statements pursuant to clause (a) above, furnish:

a certificate executed by an Authorized Officer of each of the Obligors certifying that such financial statements fairly present in all material respects the financial condition and results of operations of the Obligors on the dates and for the periods indicated in accordance with GAAP, subject, in the case of a quarterly financial statement, to the absence of notes and normal year-end audit adjustments;

a certificate executed by an Authorized Officer of the Borrower certifying that no Unmatured Loan Facility Event of Default or Loan Facility Event of Default exists as of the date of such certificate or, if any Unmatured Loan Facility Event of Default or Loan Facility Event of Default exists, specifying the nature and extent thereof; and

a written summary of Gas hedges entered into by any Obligor, detailing aggregate outstanding contract volumes, price ranges of such Gas hedges and the associated value at risk with respect to such Gas hedges for the Development as of the end of each quarter.

Upon a reasonable request from any Facility Agent, furnish (i) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in sections (i) or (ii) of such certification and (ii) any documents that are required in order for each Facility Lender to carry out all necessary “know your customer” or similar requirements, including those reasonably required to ensure compliance with anti-money laundering procedures (including the USA Patriot Act) in its relevant jurisdiction, in each case under this clause (ii) to the extent not otherwise delivered to the relevant Finance Party at or prior to the Closing Date or subsequently delivered.

Quarterly Historical DSCR Certificate

Notices

Unmatured Loan Facility Event of Default or Loan Facility Event of Default and any action being taken or proposed to be taken with respect thereto;

damage, loss or destruction of all or a material portion of the Project Facilities or an Event of Taking in excess of $75 million in value or any series of such events or circumstances during any 12-month period in excess of $250 million in value in the aggregate, or the initiation of any insurance claim proceedings with respect to any such event;

claim, Environmental Claim, suit, arbitration, litigation or similar proceeding pending or threatened in writing (i) with respect to or against the Development or the Collateral Parties (A) in which the amount involved is in excess of $250 million; (B) that could reasonably be excepted to have a Material Adverse Effect; or (C) involving injunctive or

declaratory relief; or (ii) involving any other party to any of the Material Project Agreements, in each case, which could reasonably be expected to have a Material Adverse Effect or result in a Loan Facility Event of Default, and, in each case, copies or summaries thereof and a description of any action being taken or proposed to be taken with respect thereto;

dispute, litigation, investigation or proceeding between any Governmental Authority and a Collateral Party involving the Development in which the amount involved is in excess of $250 million or that could reasonably be expected to have a Material Adverse Effect, in each case, including a reasonable summary thereof;

force majeure event in respect of the Development reasonably expected to exceed 30 consecutive days, including its expected duration and any action being taken or proposed to be taken with respect thereto;

cessation of activities by any of the Construction Contractors, the Manager or applicable Operator related to the Development that is not otherwise reflected in the Construction Budget and Schedule and could reasonably be expected to exceed 60 consecutive days;

unless previously notified pursuant to another provision in the Finance Documents, event, occurrence or circumstance that could reasonably be expected to cause:

an increase of more than an aggregate of $100 million in Project Costs which has not been previously notified pursuant to Article 9 (Material Construction Contracts); or

Operation and Maintenance Expenses to exceed the amount budgeted therefor by 10% or more in the aggregate per annum or 20% per line item per annum, calculated as set forth in Section 12.3 (Project Construction; Maintenance of Properties);

an ERISA Event or any other event or circumstance that could reasonably be expected to result in material liability to any Collateral Party under ERISA or under the Code with respect to any Plan or Multiemployer Plan;

material modifications to any Senior Debt Instrument, together with copies of such modifications;

material Permit obtained by a Collateral Party or for the benefit of the Development not previously delivered, when available to the Collateral Party, together with a copy of such Permit;

material written statement or report received by a Collateral Party from the Operators pursuant to the O&M Agreements together with a copy of such statement or report;

Impairment of any material Permit;

notice to be delivered or received pursuant to any Material Project Agreement that is material to the Development, together with a copy thereof;

prepayment of Senior Debt resulting in a Hedging Excess Amount, which notice shall certify:

the total amount of such Hedging Excess Amount; and

the allocation of the Hedging Excess Amount across the applicable Permitted Hedging Instruments in respect of which the hedged amount is to be reduced;

execution of material agreements entered into by a Obligor after the Closing Date, which notices shall be provided at least five (5) Business Days prior to the execution of any such agreement or earlier if expressly specified herein;

when available, copies of material agreements entered into by a Obligor after the Closing Date (not already delivered to the Intercreditor Agent pursuant to another provision of the Finance Documents);

event (other than any event specified above) that could reasonably be expected to have a Material Adverse Effect; and

on an annual basis, a copy of the Composite ADP (as such term is defined in each Initial LNG SPA) provided by the Borrower under the Initial LNG SPAs; and

any failure by the Borrower to deliver at least 50% of the LNG required to be made available by the Borrower in accordance with the applicable delivery schedule under any Qualifying LNG SPA in any month, and any action taken or proposed to be taken in connection therewith.

Construction Reports

Prior to the Project Completion Date, as soon as available and in any event:

within 30 days following the end of each month (or if such date is not a Business Day, the following Business Day), the Borrower shall deliver to the Intercreditor Agent and Independent Engineer

each of the construction reports provided to the Obligors under the Material Construction Contracts during the prior month; and

by the last Business Day of the month following the month in sub-clause (i) above, a monthly construction report from the Independent Engineer regarding the Project Facilities; provided that the failure to provide such construction report pursuant to this sub-clause (ii) by the last Business Day following the end of each such month (other than as a result of an act or omission by the Borrower or its Affiliates) shall not constitute an Unmatured Loan Facility Event of Default or a Loan Facility Event of Default.

The full monthly construction report shall set forth the following in reasonable detail:

estimated dates on which the LPS1 Substantial Completion Date, the LPS2 Substantial Completion Date, the LPS3 Substantial Completion Date (each as defined in the EPC Contract), the Commercial Operation Date and the Project Completion Date shall be achieved;

the Borrower’s then-current estimate of anticipated Project Costs through the Project Completion Date as compared to the Construction Budget and Schedule at Closing Date, and in the event of a material variance, the reasons therefor;

any event or circumstance the occurrence of which the Borrower is aware that could reasonably be expected to:

increase the total Project Costs materially above those set forth in the Construction Budget and Schedule;

delay Project Completion Date beyond the Date Certain (as reasonably anticipated by the Borrower as of such time); or

have a Material Adverse Effect;

if Project Completion Date is not anticipated to occur on or before the Date Certain, the reasons therefor (and a schedule recovery plan);

the status of construction of the Project Facilities, including progress under each Material Construction Contract (and a description of any material defects or deficiencies with respect thereto), and the proposed construction schedule for the following 90 days of the Project Facilities, including a description, as compared with the Construction Budget and Schedule, of the status

of engineering, procurement, construction, commissioning and testing;

the status of construction of the TransCameron Pipeline;

the status of construction of the interconnection facilities being constructed in accordance with each of the Gas Transportation Agreements;

a copy of any filing made by an Obligor with:

FERC with respect to the Development; or

the DOE with respect to the export of LNG from the Project Facilities,

(except in each case such filings as are routine or ministerial in nature), which copy may be provided by means of a link to the website where such filing is posted;

a copy of any filing made by any Person other than an Obligor with:

FERC with respect to the Development in any proceeding in which an Obligor is the captioned party or respondent; or

the DOE with respect to the export of LNG from the Project Facilities in any proceeding in which an Obligor is the captioned party or respondent,

(except in each case such filings as are routine or ministerial in nature), which copy may be provided by means of a link to the website where such filing is posted;

updates to Schedule F (Material Permits) hereto reflecting the status of any material Permits necessary for the Development, including the dates of applications submitted or to be submitted and the anticipated dates of actions by Governmental Authorities with respect to such Permits; and

a listing of reportable environmental, health and safety incidents, any material unplanned related impacts, events, accidents or issues, and any material noncompliance with Environmental Laws that occurred during the report period.