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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 any 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 meeting the applicable conditions in Article 4 (Conditions Precedent) and during the Term Loan Availability Period, Advances by the Term Lenders under the Term Loan Facility Agreement in respect of Term Loan Facility Debt Commitments shall be made until the available Term Loan Facility Debt Commitments are reduced to zero.

The sequencing of Advances under any Senior Debt (including Additional 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 (except as otherwise provided in the Finance Documents).

Disbursements of Loans shall be requested by the Borrower in a duly completed Disbursement Request substantially in the form set forth in the applicable Facility Agreement and may be requested as 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 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 and Expansion Senior 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.

[Reserved]

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 Senior Notes 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 written notice of its intention to cancel the Facility Debt Commitments and repay the Loans of the Facility Lender affected by the relevant circumstance, at least three Business Days in advance in the case of Senior Debt Obligations under the Term Loan Facility Agreement and two Business Days in advance in the case of Senior Debt Obligations under the Working Capital Facility Agreement.

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

[Reserved]

[Reserved]

LNG SPA Payment Events

Change of Control

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.

Sale of Project Property

Restricted Payments

Mandatory prepayments to Facility Lenders will be made with accrued interest.

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 based on the Loans outstanding on the date of such prepayment.

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, exercisable upon notice to the Intercreditor Agent as set forth in the applicable Facility Agreement (which, in the case of the Term Loan Facility Agreement shall be at least three Business Days in advance in the case of Senior Debt Obligations under the Term Loan Facility Agreement and in the case of the Working Capital Facility Agreement shall be at least two Business Days in advance in the case of Senior Debt Obligations under the Working Capital Facility Agreement), to make voluntary prepayments of Loans, 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 notice to the Intercreditor 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.

The Borrower may not make a voluntary prepayment with respect to Term Loans prior to Substantial Completion under the EPC Contract (Stage 3) unless it certifies to the Intercreditor Agent that such voluntary prepayment will not have a material adverse effect on the Borrower’s ability to fund (on the basis of all other available funds, including remaining available Senior Debt Commitments, funds in the Construction Account and the Equity Proceeds Account, irrevocably committed Equity Funding (if any) and projected contracted Cash Flow from the fixed component under the Qualifying LNG SPAs) the remaining expenditures required for the Stage 3 Development up to, and to achieve the Stage 3 Completion Date by, the Stage 3 Date Certain.

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 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 Term Loan 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)(v) (Mandatory Prepayments – Change of Control) 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 except for Working Capital 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) (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, pro rata among each Facility Lender (except, in each case, in the case of a cancellation of Facility Debt Commitments as a result of an inability to meet specific requirements in the Facility Agreement 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 notice to the Intercreditor Agent at least three Business Days in advance in the case of Senior Debt Obligations under the Term Loan Facility Agreement and two Business Days in advance in the case of Senior Debt Obligations under the Working Capital Facility Agreement, 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 notice to the Intercreditor Agent on or prior to the specified effective date) if such condition is not satisfied.

[Reserved]

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 Substantial Completion under the EPC Contract (Stage 3) unless it certifies to the Intercreditor Agent that such voluntary cancellation shall not have a material adverse effect on the Borrower’s ability to fund (on the basis of all other available funds, including remaining available Senior Debt Commitments, funds in the Construction Account and the Equity Proceeds Account, irrevocably committed Equity Funding (if any) and projected contracted Cash Flow from the fixed component under the Qualifying LNG SPAs) the remaining expenditures required for the Stage 3 Development up to, and in order to achieve the Stage 3 Completion Date by, the Stage 3 Date Certain.

Notwithstanding anything in this Section 3.8 (Reductions and Cancellations of Facility Debt Commitments), 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 Prepayments) or elsewhere in the Finance Documents and not this Section 3.8 (Reductions and Cancellations of Facility Debt Commitments).

Late Payments

No Borrowing or Reinstatement

CONDITIONS PRECEDENT

Conditions to Stage 3 Closing

Execution and Delivery of the Stage 3 Finance Documents. Receipt by the Security Trustee and the Intercreditor Agent of true, complete and correct copies of:

the Term Loan Facility Agreement;

the Finance Documents (including the Stage 3 Finance Documents but excluding any currently outstanding Permitted Hedging Instruments which were delivered to the Security Trustee upon the execution thereof) to which the Term Lenders are, and/or the Term Loan Facility Agent in its capacity as Senior Creditor Group Representative of the Term Lenders is a party;

the Stage 3 and Incremental Material Project Agreements (excluding any Linked LNG SPA forming a part of a Linked GSA-SPA that is a Stage 3 LNG SPA, if such Linked LNG SPA has not been entered into as of the Stage 3 Closing Date);

the Stage 3 Material Real Property Documents; and

the EPC Contract (Stage 3);

[Reserved]

[Reserved]

Material Project Agreements. Receipt by the Intercreditor Agent of:

a certification from the Borrower that, as of the Stage 3 Closing Date, each of the Stage 3 and Incremental Material Project Agreements (except (A) if not effective solely due to conditions precedent in such agreements to be fulfilled by the occurrence of the Initial Advance, the making by the Borrower of a final investment decision with respect to an additional liquefaction Train, the issuance of a “notice to proceed” under the EPC Contract (Stage 3), the occurrence of the Stage 3 Closing Date, (B) the CPC Novated

a certification from the Borrower that, as of the Stage 3 Closing Date no material default has occurred and is continuing under any Material Project Agreement;

FERC Order and Export Authorizations. The Stage 3 FERC Order and Incremental Export Authorizations (including, with respect to the LNG exports from the Stage 3 Development) are (i) in full force and effect and (ii) free from conditions or requirements (A) the compliance with which could reasonably be expected to have a Material Adverse Effect or (B) that the applicable Loan Party does not expect to be able to satisfy on or prior to commencement of the relevant stage of the Stage 3 Development except to the extent such failure to satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect; provided that the continued inclusion of CMI as a party (in addition to CCL) to which such Export Authorizations are issued shall not prevent this condition precedent from being satisfied subject to, and for so long as, the CMI Export Authorization Letter remains in full force and effect and no default or unmatured event of default exists thereunder and the Borrower so certifies;

Opinions from Counsel. Receipt by the Intercreditor Agent, the Security Trustee, the Account Bank, the Term Loan Facility Agent and the Term Lenders, and the Working Capital Facility Agent and the Working Capital Lenders (each, in its capacity as a lender under a Facility Agreement, being a “Facility Lender” as defined in Schedule A (Common Definitions and Rules of Interpretation), of customary legal opinions and reliance letters related to the Loan Parties and the Stage 3 Development 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 Borrower attaching the Stage 3 and Incremental Construction Budget and Schedule, substantially in the form attached as Schedule D - 1 (Stage 3 and Incremental Construction Budget and Schedule – Construction Budget) and Schedule D - 2 (Stage 3 and Incremental Construction Budget and Schedule –

a certificate of the Borrower attaching the Base Case Forecast 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 Stage 3 and Incremental Construction Budget and Schedule and the Transaction Documents;

a due diligence report of the Independent Engineer, dated as of May 14, 2022, with respect to the Stage 3 Development;

a due diligence report prepared by the Market Consultant, dated as of April 2022, with respect to the Stage 3 Development, as well as Addenda 1 and 2 thereto; and

a due diligence report prepared by the Environmental and Social Consultant, dated as of May, 2022, with respect to compliance with Environmental and Social Standards, as well as Addendum 1 thereto.

Financial Statements. Receipt by the Intercreditor Agent of copies, as certified by the Borrower, of the (i) most recent audited annual and any subsequent unaudited quarterly consolidated financial statements of the Borrower (which, for the avoidance of doubt, will not reflect the effect of the merger between Stage 3 Co. and CCL and any assets to be transferred to the Loan Parties as of the Stage 3 Closing Date), (ii) most recent audited annual and any subsequent unaudited quarterly financial statements of the Sponsor and (iii) unaudited balance sheet as of March 31, 2022 and cash flow statement for the period between January 1, 2022 and March 31, 2022 of Stage 3 Co.;

Insurance. Receipt by the Intercreditor Agent of a final due diligence report from the Insurance Advisor confirming that the insurance policies to be provided in compliance with Section 12.28 (Insurance Covenant) hereto conform to the insurance requirements of Schedule L (Schedule of Minimum Insurance) and are in accordance with Prudent Industry Practice;

Real Property. Receipt by the Security Trustee of (i) a list of Stage 3 Material Real Property Documents of the Loan Parties as of the Stage 3 Closing Date, specifying the Real Property Documents related to Real Estate acquired by the Loan Parties in connection with the Stage 3 Development, as set forth as Schedule U-2 (Stage 3 Material Real Property Documents) hereto, (ii) the Stage 3 Survey (conforming to the requirements specified in the definition of such term) and (iii) a Title Policy with respect to the site of the Stage 3 Terminal Facilities (conforming to the requirements specified in the definition of such term);

Know Your Customer Requirements. Receipt by the Intercreditor Agent and each of the Term Lenders, at least five Business Days prior to the Stage 3 Closing Date (other than with respect to corporate resolutions and incumbency, which shall be delivered on the Stage 3 Closing Date), with respect to each of the Loan Parties, Holdco and the Sponsor, 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 that may reasonably be required by each Term Lender to address such requirements, including those reasonably required to ensure compliance with anti-money laundering procedures in its relevant jurisdiction, in each case to the extent not otherwise delivered to the relevant Term Lender at or prior to the Stage 3 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));

Officer’s Certificates. Receipt by the Intercreditor Agent of a copy of a duly executed certificate of Holdco and each of the Loan Parties:

attaching a copy of the Constitutional Documents of Holdco and each of the Loan Parties, 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 Loan Parties’ entry into the Stage 3 Finance Documents and Stage 3 and Incremental Material Project Agreements (and to the extent Holdco will be party to any of the foregoing, copies of resolutions approving Holdco’s entry thereto) 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 (m) (Representations and Warranties), (aa) (No Force Majeure) and (cc) (Litigation; Regulatory Action) below have been met;

Representations and Warranties. Each of the Initial Representations and the Repeated Representations of the Loan Parties as set forth under Article 5 (Representations and Warranties of the Loan Parties) of this Agreement are 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 Loan Party on and as of the Stage 3 Closing Date as if made on and as of the Stage 3 Closing Date (or if stated to have been made solely as of an earlier date, as of such earlier date);

[Reserved]

Lien Search: Perfection of Security. Receipt by the Intercreditor 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 State of Delaware and the State of Texas, and if applicable, San Patricio County and Nueces County, and any other jurisdiction reasonably requested by any of the Facility Agents that name any Loan Party or Holdco as debtors, together with copies of each UCC financing statement, fixture filing or other filings listed therein, which evidences no Liens on the Collateral, other than Permitted Liens; all dated within 15 Business Days prior to the Stage 3 Closing Date; and

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, to the extent such filings were not previously delivered to the Intercreditor Agent;

[Reserved]

Authority to Conduct Business. Receipt by the Intercreditor Agent of satisfactory evidence, including certificates of good standing, dated no more than five Business Days prior to the Stage 3 Closing Date (unless otherwise agreed by the Intercreditor Agent), from the Secretaries of State of the State of Texas and the State of Delaware, of the authority of each Loan Party to carry on its business;

[Reserved]

[Reserved]

Base Case Forecast. Receipt by the Intercreditor Agent of a certificate of the Borrower attaching a Base Case Forecast that demonstrates: (i) that all Senior Debt (excluding Excluded Working Capital Debt and excluding all Indebtedness under Permitted Senior Debt Hedging Instruments) is capable of amortization through the terms of the Qualifying LNG SPAs; (ii) that the amount of all Senior Debt (excluding Excluded Working Capital Debt and excluding all Indebtedness under Permitted Senior Debt Hedging Instruments) outstanding after giving effect to the incurrence of additional Loans under the Term Loan Facility Agreement is capable of being amortized to a zero balance by the termination date of the last to terminate of the Qualifying LNG SPAs then in effect and produces a Fixed Projected DSCR of at least 1.40:1.00 commencing on the first Quarterly Payment Date following the Stage 3 Closing Date 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 additional Loans under the Term Loan Facility Agreement); and (iii) a Stage 3 Senior Debt/Equity Ratio no greater than 50:50;

Lien Waivers. Receipt by the Intercreditor Agent of the Pre-NTP Work Lien Waiver and Subordination Instruments (which, in the case of the instruments described in clauses (r) to (ee) of the definition thereof, shall be required to be delivered only to the extent received by the Borrower) in connection with work performed prior the issuance of the “notice to proceed” under the EPC Contract (Stage 3);

[Reserved]

Flood Certificate. The Borrower has delivered a Flood Certificate to the Intercreditor Agent conforming to the requirements set forth in Section 14 (Flood Insurance) of Schedule L (Schedule of Minimum Insurance);

[Reserved]

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

[Reserved]

No Force Majeure. To the knowledge of the Loan Parties, 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;

Adequacy of Funds. Receipt by the Intercreditor Agent of evidence that the (i) Senior Debt Commitments, (ii) Equity Funding commitments (if any), (iii) funds in the Construction Account and the Equity Proceeds Account and (iv) projected contracted Cash Flow from the fixed component under the Qualifying LNG SPAs in each case under the updated Base Case Forecast, shall be sufficient to achieve the Stage 3 Completion Date by the Stage 3 Date Certain;

Litigation; Regulatory Action. There is no (i) litigation, arbitration or similar proceeding, or (ii) dispute, litigation, investigation or proceeding between any Governmental Authority and a Loan Party, in each case, which either (A) involves the Development, is pending or threatened in writing and would reasonably be expected to have a Material Adverse Effect, or (B) is with respect to the Term Loan Facility Agreement or the financing contemplated thereunder;

Environmental and Social Management Plan. Receipt by the Intercreditor Agent of an Environmental and Social Management Plan;

Stage 3 Co. Merger. The merger of Stage 3 Co. with and into CCL has become effective pursuant to a filing of a certificate of merger in respect thereof in the State of Delaware; and

Exit consent. Receipt by the Intercreditor Agent of a copy of each of the TLFA Assignment and Assumption Agreements.

[Reserved]

[Reserved]

[Reserved]

Satisfaction of Conditions

In relation to the Stage 3 Closing, if each of the conditions precedent set forth in Section 4.1 (Conditions to Stage 3 Closing) has been satisfied or waived, (i) the Borrower shall deliver to the Intercreditor Agent a certificate to such effect (such certificate, the “Closing Conditions Certificate”), (ii) the Intercreditor Agent shall deliver the Closing Conditions Certificate to the Term Loan Facility Agent and (iii) 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 Borrower and the Term Loan 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 Stage 3 Closing is subject to the Intercreditor Agent’s delivery of the Closing Notice to the Borrower prior to or concurrently with the Stage 3 Closing.

[Reserved]

In relation to each Advance of Loans made under any Senior Debt (including Additional Senior Debt), subject to the terms of this Agreement, such Advance shall be subject to satisfaction or waiver of such conditions precedent as may be set forth in the Facility Agreement for such 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 this Article 4 (Conditions Precedent) or any additional conditions to disbursements under the applicable Facility Agreement upon receiving instructions regarding any such waiver from the Facility Agent under the Facility Agreement related to such Advance of Loans and the Intercreditor Agent shall promptly notify the Borrower of such waiver.

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 LOAN PARTIES

Initial Representations and Warranties of the Loan Parties

Conduct of Business

Material Permits

All material Permits (other than the FERC Orders 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 to the issuing agency, and all applicable fixed time periods for appeal to the issuing agency have expired (except as noted on Schedule F (Material Permits) hereto or as to Permits that do not have limits on appeal periods);

as to those identified as such in the relevant schedule, are expected by the Loan Parties to be obtained in the ordinary course by the time they are necessary or, if not so obtained, could not reasonably be expected to have a Material Adverse Effect; 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 Loan Parties do not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development 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 Loan Party, 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 that could reasonably be expected to result in a Material Adverse Effect.

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 Loan Parties is as follows:

Cheniere Corpus Christi Holdings, LLC, a limited liability company organized under the laws of the State of Delaware;

Corpus Christi Liquefaction, LLC, a limited liability company organized under the laws of the State of Delaware;

Cheniere Corpus Christi Pipeline, L.P., a limited partnership organized under the laws of the State of Delaware; and

Corpus Christi Pipeline GP, LLC, a limited liability company organized under the laws of the State of Delaware.

No Loan Party has ever changed its name or location (as defined in Section 9-307 of the UCC); and

On the Stage 3 Closing Date and on the date of the Initial Advance, the chief executive offices of the Loan Parties are located at 700 Milam Street, Suite 1900, Houston, Texas 77002.

Share Ownership

Sanctions and Anti-Corruption Laws

the target of sanctions under OFAC or by the US Department of State, the European Union or Her Majesty’s Treasury, to the extent applicable;

an organization owned or controlled by a Person, entity or country that is the target of sanctions under OFAC or by the US Department of State, the European Union or Her Majesty’s Treasury, to the extent applicable; or

a Person located, organized or resident in a country or territory that is, or whose government is, the target of sanctions under OFAC or by the US Department of State, the European Union or Her Majesty’s Treasury, to the extent applicable.

No Indebtedness

Financial Condition

Information; Projections

Environmental and Social

there are no past occurrences, including past Releases of Hazardous Materials, regarding it or the Development 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 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 other than in 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 expected to have a Material Adverse Effect and that have been conducted by, or that are in the possession or control of, the Loan Parties in relation to the Project Facilities that have not been provided to the Security Trustee; and

the Loan Parties have not received any letter or request for information under Section 104 of CERCLA, or comparable state laws, and, to the Knowledge of the Loan Parties, none of the operations of the Loan Parties is the subject of any investigation by a Governmental Authority evaluating whether any remedial action

Environmental Claims; Permit Notices

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

no Environmental Claim now pending or, to its Knowledge, 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 that could reasonably be expected to have a Material Adverse Effect; and

In respect of each Loan Party, 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.

Taxes

Regulatory Matters

None of the Loan Parties 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 Texas Utilities Code as a “public utility” or a “gas utility”;

None of CCP GP, Borrower, the Security Trustee 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 Texas Utilities Code 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.

Accounts

Operating Responsibilities

Material Contracts

Repeated Representations and Warranties of the Loan Parties

Organization

Financial Statements

Power and Authority

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

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

the execution, delivery and performance of each of the Transaction Documents to which it is a party has been duly authorized by it, and (assuming the due execution and delivery by the counterparties to the Loan Parties thereto) each of the Finance 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.

No Conflicts

In respect of each of the Loan Parties, 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; 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.

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 (l) (Real Property) below), each Loan Party 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 Lien on, or security interest in, any Loan Party’s right, title and interest in any of the Collateral has been made or granted by any Loan Party that remains in effect or is otherwise effective other than pursuant to the Finance Documents to which the Loan Party is a party or in respect of Permitted Liens.

Ownership

Investment Company Act

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 Loan Party, 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

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; and

do not have any real property interests other than with respect to the Site.

Intellectual Property

Anti-Corruption Laws

None of the Loan Parties, 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 OFAC Laws applicable to such Person; and

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

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 then-outstanding 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, Replacement Senior Debt, Expansion Senior Debt and/or Indebtedness permitted pursuant to Sections 12.14(p) and (q) (Limitation on Indebtedness) (and shall satisfy the requirements of this Article 6 (Incurrence of Additional Senior Debt), as 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 Agreement shall not preclude the incurrence of Additional Senior Debt under any other Section of this Agreement, and the failure of the proposed Additional Senior Debt to meet the requirements of one Section of this Agreement shall not preclude the incurrence of such Additional Senior Debt if permitted under other Sections of this Agreement.

Additional Senior Debt under this Article 6 (Incurrence of Additional Senior Debt) or Sections 12.14(p) and (q) (Limitation on Indebtedness) 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:

$250 million; plus

the aggregate amount of working capital that the Borrower reasonably expects will need to be available to the Development (including pursuant to letters of credit) in order to purchase, transport or store Gas and/or meet credit support requirements under Gas purchase, transport or storage agreements in order to supply the LNG amounts contemplated under all LNG SPAs then in effect; plus

an amount equivalent to the then-applicable Reserve Amount required to be deposited into the Senior Debt Service Reserve Account pursuant to Section 4.5 (Deposits and Withdrawals) of the Common Security and Account Agreement, or, if there is no requirement to fund a debt service reserve account with respect to the then-outstanding Senior Debt Obligations, an amount equal to the Reserve Amount that would have been then applicable had such requirement existed;

At any time before the Term Loan Discharge Date, the Borrower shall provide to the Intercreditor Agent, at least three 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;

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

no Loan Facility Event of Default or Unmatured Loan Facility Event of Default (A) has occurred and is Continuing; or (B) could reasonably be expected to occur after giving effect to the incurrence of the 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 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 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 Borrower will have demonstrated by delivery of an updated Base Case Forecast that the incurrence of the Replacement Senior Debt shall not result in a Fixed Projected DSCR of less than 1.40:1.00 commencing on the first Quarterly Payment Date following such prepayment for each calendar year through the Qualifying Term of

No Loan Facility Event of Default or Unmatured Loan Facility Event of Default has occurred and is Continuing or could reasonably be expected to occur after giving effect to the incurrence of the Replacement Senior Debt.

At any time before the Term Loan Discharge Date, the Borrower shall provide to the Intercreditor Agent:

at least three Business Days before the incurrence of any such Replacement Senior Debt, a certificate from the Borrower that describes the principal terms and conditions of the proposed Replacement Senior Debt (other than, in the case of Senior Notes, the pricing and amortization thereof); and

on or promptly after the date of incurrence of such Replacement Senior Debt, a copy of each Senior Debt Instrument relating to any such Replacement Senior Debt.

Any provider of Replacement Senior Debt (or a Senior Creditor Group Representative on its behalf) shall accede as a Senior Creditor to the Common Security and Account Agreement and, if a Facility Lender, the Intercreditor Agreement and this Agreement, and shall share pari passu in the Collateral.

[Reserved]

Expansion Senior Debt

The Borrower may incur Expansion Senior Debt to finance a Permitted Development Expenditure or Expansion (“Expansion Senior Debt”), as the case may be, so long as each of the following conditions is satisfied and the Borrower shall have delivered to the Intercreditor Agent a certificate from an Authorized Officer certifying that such conditions have been satisfied (any such Expansion Senior Debt incurred upon satisfaction of such conditions shall be deemed to have been approved by the Intercreditor Agent for purposes of any Indenture):

if the Expansion Senior Debt is incurred to fund Permitted Development Expenditures: (A) the design, development, construction and operation of such Permitted Development Expenditure is permitted by Section 7.1 (Permitted Development Expenditures) and (B) the aggregate amount of Expansion Senior Debt used or to be used for Permitted Development Expenditures under clause (b) of the definition thereof is less than $300,000,000;

if the Expansion Senior Debt is incurred to fund an Expansion: the design, development, construction and operation of such Expansion shall be permitted by Section 7.2 (Expansion Contracts);

no Event of Default or Unmatured Event of Default has occurred and is Continuing;

if the Expansion Senior Debt is incurred to fund an Expansion: in the event that any Train, LNG SPA or engineering, construction and procurement contract related to the Train or Trains being financing with the proceeds of such Expansion Senior Debt (such Train, LNG SPA and engineering, construction and procurement contract the “Applicable Expansion Debt Assets”) are not part of the Collateral, the applicable Loan Party will deliver such additional agreements and supplements to the Security Documents as are necessary or advisable in order to subject such Applicable Expansion Debt Assets to the Security Interests at the time such Expansion Senior Debt is incurred;

if the Expansion Senior Debt is incurred to fund an Expansion: any Required LNG SPAs are then in effect and there is no material payment default or breach thereunder (or, for any new Required LNG SPA related to LNG to be produced from the Expansion, remain subject only to customary conditions that could be satisfied upon taking an investment decision with respect to the Expansion);

the Borrower will have demonstrated by delivery of an updated Base Case Forecast that the amount of all Senior Debt (excluding Excluded Working Capital Debt and excluding all Indebtedness under Permitted Senior Debt Hedging Instruments) outstanding after giving effect to the incurrence of Expansion Senior Debt is capable of being amortized to a zero balance by the termination date of the last to terminate of the Qualifying LNG SPAs then in effect and, if applicable, incremental Qualifying LNG SPAs entered into in respect of sales of LNG associated with any Expansion being funded by such Expansion Senior Debt and produces a Fixed Projected DSCR of at least 1.40:1.00 commencing on the first Quarterly Payment Date following the incurrence of such Expansion Senior Debt, through the terms of such Qualifying LNG SPAs (with such ratio calculated using all then effective Qualifying LNG SPAs

the final maturity date of the Expansion Senior Debt is no earlier than the latest “guaranteed substantial completion date” (or equivalent concept) set forth in the applicable engineering, procurement and/or construction contract for that part of the Development associated with the Permitted Development Expenditure or applicable Train or Trains forming part of such Expansion; and

the Expansion Senior Debt does not benefit from any security or guarantee from the Loan Parties or the Sponsor or its Affiliates that is in addition to any security or guarantee from such Persons provided in respect of the 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.

At any time before the Term Loan Discharge Date, the Borrower shall provide to the Intercreditor Agent:

at least three Business Days before the incurrence of any such Expansion Senior Debt, a certificate from the Borrower that describes the principal terms and conditions of the proposed Expansion Senior Debt (other than, in the case of Senior Notes) the pricing and amortization thereof; and

on or promptly after the date of incurrence of such Expansion Senior Debt, a copy of each Senior Debt Instrument relating to any such Expansion Senior Debt.

Any provider of Expansion Senior Debt (or a Senior Creditor Group Representative on its behalf) shall accede as a Senior Creditor to the Common Security and Account Agreement and, if a Facility Lender, the Intercreditor Agreement and this Agreement, and shall share pari passu in the Collateral.

PERMITTED DEVELOPMENT EXPENDITURES/EXPANSIONS

Permitted Development Expenditures

The Loan Parties 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 at any time in respect of the Project Facilities (subject, in the case of Permitted Development Expenditures related to the Stage 3 Terminal Facilities, to such expenditure being in compliance with the terms set forth in Article 9 (EPC Contract (Stage 3))) 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 Loan Parties, subject to satisfaction of the conditions set forth in clause (b) below, will have the right to modify existing facilities, and to construct the following additional facilities, including acquiring land for the location of such additional facilities:

one or more Trains and related storage, transportation, loading, unloading and other facilities and equipment;

other facilities for producing, storing, loading or unloading LNG or other products required for or associated with the production of LNG, including modifications of the then-existing facilities to provide regasification or bi-directional production service;

expansion of existing pipelines or construction of new pipelines, and related infrastructure;

development of electricity generation, carbon capture and sequestration, helium processing or nitrogen rejection facilities, pollution control measures and other associated infrastructure related to or supporting the Development; and

other modifications of then-existing Project Facilities;

Conditions to Expansion. The Loan Parties may exercise their foregoing rights in relation to an Expansion if the following conditions are satisfied and the Borrower shall have delivered to the Intercreditor Agent a certificate from an Authorized Officer of the Company certifying that such conditions have been satisfied:

the Borrower has provided to the Intercreditor Agent a funding plan covering the full amount of costs in respect thereof in order to achieve substantial completion of each facility forming part of such Expansion, a budget and construction schedule of the Expansion, with an appropriate contingency and identifying the source of funds to cover such costs (being permitted Expansion Senior Debt, additional funding (including contributions in the form of Subordinated Debt or Equity Funding) from the Sponsor under an equity commitment agreement (“Expansion Equity Funding Commitment”) and/or Development-generated funds that are projected by the Borrower to be freely available for Restricted Payments as set forth in clause (vi)(C) below);

the Borrower shall have delivered to the Intercreditor Agent a certificate from an Authorized Officer of the Borrower certifying that no Material Adverse Effect will occur, or could reasonably be expected to occur, as a result of the implementation of such proposed Expansion (including, without limitation, the construction, ownership or operation thereof), as the case may be;

the Independent Engineer shall have certified to the Intercreditor Agent that it has reviewed and concurs with the Borrower’s cost estimate under clause (i) above and the Borrower’s certification in clause (ii) above;

the Borrower shall have delivered to the Intercreditor Agent a certificate from an Authorized Officer of the Borrower certifying that:

all material Permits from a Governmental Authority required in respect of the implementation of such proposed Expansion (excluding any FERC order or Export Authorizations which are addressed in clauses (B) and (C) below) have been

to the extent required by applicable law, a FERC order with respect to the Expansion: (1) has been obtained, (2) is in full force and effect, and (3) is free from conditions and requirements (y) the compliance with which could reasonably be expected to have a Material Adverse Effect or (z) that the applicable Loan Party 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;

to the extent required by applicable law, each Export Authorization in respect of the quantum of sales contemplated in connection with the Expansion: (1) has been obtained, (2) is in full force and effect, and (3) is free from conditions and requirements (y) the compliance with which could reasonably be expected to have a Material Adverse Effect, or (z) that the applicable Loan Party 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;

the Borrower has used reasonable commercial efforts to obtain insurance with respect to the proposed Expansion taking into account the type and value of the Expansion; and

the engineering, procurement and construction contract associated with the proposed Expansion is in effect and no material payment default exists thereunder;

no Loan Facility Event of Default or Unmatured Loan Facility Event of Default has occurred and is Continuing;

if the funding plan delivered under clause (i) above for any Expansion contemplates that:

Expansion Senior Debt is a source of funding, then (1) such Senior Debt is permitted under the Common Terms Agreement and (2) the cost of such Expansion that is not covered by Expansion Senior Debt is covered by Expansion Equity Funding Commitments as described in clause (B) below and/or Development-generated funds meeting the requirements under clause (C) below;

Expansion Equity Funding Commitments are a source of funding, then the commitment of the Sponsor to provide such Expansion Equity Funding Commitments is set forth in an irrevocable equity commitment agreement in form and substance reasonably acceptable to the Intercreditor Agent and the Borrower’s rights under such funding commitments have been assigned to the Security Trustee for the benefit of the Senior Creditors, and the Loan Parties have obtained a direct agreement with the Security Trustee in respect of each such funding commitment from the entity providing such funding commitment; and

Development-generated funds are a source of funding, then such funds are projected by the Borrower to be freely available for Restricted Payments, such projection to be detailed, based on reasonable assumptions and certified by an Authorized Officer to the Intercreditor Agent. This certification will not require any further determination by the Intercreditor Agent.

LNG SPA COVENANTS

LNG SPA Maintenance

CCL 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 CCL shall enter into a replacement Qualifying LNG SPA within 180 days following such termination to the extent necessary to meet the Base Committed Quantity; provided that CCL shall have a further 90 days to enter into such a replacement Qualifying LNG SPA (subject, in the case of Linked GSA-SPAs, to clause (c) below) if the following conditions are met:

CCL intends to replace such terminated LNG SPA with an LNG SPA that would be a Qualifying LNG SPA that causes the Loan Parties 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 during such subsequent cure period;

A “Qualifying LNG SPA” includes each of the Initial LNG SPAs and the Second Phase LNG SPAs (and if CCL becomes the direct seller counterparty under the PetroChina DES LNG SPA such LNG SPA shall also constitute a Qualifying LNG SPA), the Stage 3 LNG SPAs, and any other LNG SPA, including any Linked GSA-SPA, that meets each of the following conditions (and any such LNG SPA that meets each of the following conditions shall be deemed to have been approved by the Intercreditor Agent for purposes of any Indenture):

such LNG SPA is entered into for a Qualifying Term;

either (A) such LNG SPA has been entered into with an Eligible LNG Buyer or (B) taking into account the entry by a Loan Party of such LNG SPA, the Borrower has obtained and delivered to the Intercreditor Agent a Rating Reaffirmation and no Material Adverse Effect is reasonably expected to occur as a result of entry by a Loan Party into such LNG SPA;

delivery of the LNG under such LNG SPA (which, in the case of any Linked GSA-SPA, shall be the Linked LNG SPA(s) related to the applicable IPM GSA) is (A) on an FOB basis or (B) on Delivered terms and the Shipping Arrangement Conditions are satisfied; and

CCL has delivered to the Intercreditor Agent notice of the proposed terms of such LNG SPA and:

if such LNG SPA is not a Linked GSA-SPA:

such terms (other than those addressed in clauses (b)(i) through (iii) above) are consistent, in all material respects, with (and not materially less favorable in the aggregate to the interests of CCL than) those set forth in any Qualifying LNG SPA then in effect, and CCL so certifies to the Intercreditor Agent; 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; and

if such LNG SPA is a Linked GSA-SPA:

such terms (other than those addressed in clauses (b)(i) through (iii) above) are consistent, in all material respects, with (and not materially less favorable in the aggregate to the interests of CCL than) those set forth in any Linked GSA-SPA then in effect that is a Qualifying LNG SPA, and CCL so certifies to the Intercreditor Agent; or

the Intercreditor Agent confirms that the Requisite Intercreditor Parties, after consultation with the Market Consultant, are reasonably satisfied with the terms of such Linked GSA-SPA;

concurrently with the notice delivered to confirm satisfaction of the conditions under this clause (b), CCL has delivered to the Intercreditor Agent a notice that there is sufficient authorized export volume capacity under its then-effective Export Authorizations to cover the Base Committed Quantity committed to be sold under all then-effective Qualifying LNG SPAs (including any Qualifying LNG SPA notified concurrently pursuant to this clause (b)). The Export Authorizations authorizing the export volume capacity sufficient to cover the Base Committed Quantity committed to be sold under the Qualifying LNG SPAs at any time are referred to as the “Required Export Authorizations.”

A Linked GSA-SPA that is a Qualifying LNG SPA shall be deemed to continue to be maintained by CCL and to be in full force and effect for purposes of clause (a) above for so long as both the IPM GSA and its Linked LNG SPA(s) remain in full force and effect; provided that:

if the IPM GSA component of such Linked GSA-SPA terminates, such Linked GSA-SPA shall be deemed to have terminated for purposes of clause (a) above but CCL shall be deemed to have “replaced” such Linked GSA-SPA if, within the time periods set forth in clause (a) above, CCL either (A) enters into a Qualifying LNG SPA meeting the requirements of clause (b) above for at least the remaining Qualifying Term of the replaced Linked GSA-SPA and terminates the related Linked LNG SPA(s) or certifies that they meet the criteria for sales of LNG as Supplemental Quantities or (B) enters into a new IPM GSA for at least the remaining Qualifying Term of the replaced Linked GSA-SPA and designates the Linked LNG SPA(s) related to the terminated IPM GSA as Linked LNG SPAs for such new IPM GSA and such new Linked GSA-SPA meets the requirements of clause (b) above; and

if the Linked LNG SPA component of such Linked GSA-SPA terminates, such Linked GSA-SPA shall be deemed to have terminated for purposes of clause (a) above but CCL shall be deemed to have “replaced” such Linked GSA-SPA to the extent that within the time periods set forth in clause (a) above, CCL meets any of the following conditions (as certified by CCL to the Intercreditor Agent):

enters into one or more LNG SPAs for at least the remaining Qualifying Term of the replaced Linked GSA-SPA that it designates as the Linked LNG SPA(s) to such IPM GSA, which, together, are on terms consistent, in all material respects with (and not materially less favorable in the aggregate to the interests of CCL than) those set forth in the terminated Linked LNG SPA(s);

enters into one or more LNG SPAs for terms of not less than 12 months (which may constitute LNG SPAs under a master LNG SPA arrangement with confirmations for cargo sales thereunder) as long as, during each such 12-month period, such LNG SPA(s), together: (1) provide a commitment by the buyer under such LNG SPA(s) to purchase, in the aggregate, LNG volumes equivalent to the volumes to be produced from the Gas volumes committed to be purchased under the IPM GSA; (2) have a contract price that reflects the LNG price indexation in the related IPM GSA (on a weighted average basis if there are more than one Linked LNG SPAs linked to one IPM GSA); and (3) otherwise meet the requirements of clause (b) above; or

is not replaced by any LNG SPAs but the contract price under the related IPM GSA is converted to a NYMEX-based price but only for as long as such NYMEX-based price provides for the payment by the gas seller of a fixed liquefaction fee to CCL and CCL reasonably expects to use the Gas committed to be purchased under such IPM GSA in the ordinary course of its business to produce LNG to sell under its other existing LNG SPAs.

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”):

CCL 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 CCL 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 diversions 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 180 days following the occurrence of the Impairment; provided that CCL shall have a further 90 days to effect an Export Authorization Remediation if the following conditions are met:

CCL 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) that the Borrower shall repay and the amount of undrawn Facility Debt Commitments (which shall not include any Working Capital Debt) that the Borrower shall cancel upon the occurrence of any LNG SPA Prepayment Event shall be:

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 be incurred without producing a Fixed Projected DSCR starting from the Quarterly Payment Date following the end of the applicable cure period and for each calendar year thereafter through the Qualifying Term of the Qualifying LNG SPAs then in effect lower than 1.50:1 based on a Base Case Forecast updated to take into account each Qualifying LNG SPA then in full force and effect and in respect of which there is in effect its Required Export Authorization which is not Impaired (including any new Qualifying LNG SPAs entered into to replace an LNG SPA whose termination 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 Debt Obligations outstanding and if this has not resulted in a prepayment of the amount required to satisfy the test in clause (b) above, shall second cancel the aggregate principal amount of Facility Debt Commitments to the extent required under this Section 8.2 (LNG SPA Mandatory Prepayment). The prepayment and cancellation made pursuant to this Section 8.2 (LNG SPA Mandatory Prepayment) shall be required to be made by the earliest of (i) the 30^th day following the termination of the cure period applicable thereto, (ii) the next Quarterly Payment Date if such date is more than 10 Business Days following the termination of the cure period applicable thereto and (iii) the 10^th Business Day following the termination of the cure period applicable thereto if the next Quarterly Payment Date is less than 10 Business Days following the termination of the cure period applicable thereto.

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); and

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

a Fixed Projected DSCR of 1.40:1; and

the Fixed Projected DSCR before such change,

any amendment or modification of any Qualifying LNG SPA that could reasonably be expected to have a Material Adverse Effect; or

any material waiver, amendment or modification of (i) the term of a Qualifying LNG SPA (other than an increase) if such waiver, amendment or modification is materially adverse to CCL or any other Loan Party, or (ii) guarantee or credit support provisions (other than an increase or improvement) if such waiver, amendment or modification is inconsistent with the minimum credit support requirements of the Finance Documents for Qualifying LNG SPAs; provided, in each case, that any such amendment shall be permitted if CCL notifies the Intercreditor Agent that it has elected for such amended or modified Qualifying LNG SPA to cease to be a Qualifying LNG SPA for purposes of the Finance Documents and, after giving effect to such amendment, the amount of all Senior Debt (excluding Excluded Working Capital Debt and excluding all Indebtedness under Permitted Senior Debt Hedging Instruments) outstanding is capable of being amortized to a zero balance by the termination date of the last to terminate of the Qualifying LNG SPAs then in effect and produces a Fixed Projected DSCR of at least 1.40:1.00 commencing on the first Quarterly Payment Date following such cessation of such LNG SPA as a Qualifying LNG SPA for each calendar year 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 such cessation).

Sale of Supplemental Quantities

The LNG SPAs entered into by CCL in respect of Supplemental Quantities of LNG may be of any duration, on any terms and to buyers of any credit quality; provided that:

each buyer thereunder is instructed to pay the purchase price to the Revenue Account as required by Section 8.5 (Payment of LNG Sales Proceeds);

performance under such LNG SPAs would not reasonably be expected to have a Material Adverse Effect;

each agreement is on Market Terms; and

entry into and the terms of such LNG SPA shall not result in a breach of any Required LNG SPA then in effect or the Impairment of any then-Required Export Authorization.

For the avoidance of doubt and subject to the proviso in clause (a) above, Supplemental Quantities may be sold at any time pursuant to the CMI (UK) Base LNG SPA.

Payment of LNG Sales Proceeds

EPC CONTRACT (STAGE 3)

Change Orders Under the EPC Contract (Stage 3)

CCL shall be permitted to initiate or consent to any Change Order under the EPC Contract (Stage 3); provided that:

if the Change Order (considered on an individual basis and not in the aggregate or as a series of Change Orders) results in an increase above $25 million to the Project Costs as contemplated under the then-current Stage 3 and Incremental Construction Budget and Schedule (the “First Change Order Threshold”), then such Change Order will only be

if the Change Order (considered on an individual basis and not in the aggregate or as a series of Change Orders) results in an increase above $50 million to the Project Costs as contemplated under the then-current Stage 3 and Incremental Construction Budget and Schedule (the “Second Change Order Threshold”), in addition to the condition set forth in clause (i) above, such Change Order will be permitted if the Borrower certifies to the Intercreditor Agent that, after giving effect to such Change Order, the remaining available Senior Debt Commitments, funds in the Construction Account and in the Equity Proceeds Account, irrevocably committed Equity Funding (if any) and projected contracted Cash Flow under the Qualifying LNG SPAs will be sufficient to achieve the Stage 3 Completion Date by the Stage 3 Date Certain.

CCL may draw on any EPC Letter of Credit from time to time subject to providing prompt notice thereafter to the Intercreditor Agent.

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, consolidated unaudited statements of income and cash flows of the Borrower 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, its consolidated 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 Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; and

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

a certificate executed by an Authorized Officer of the Borrower certifying that such financial statements fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated subsidiaries 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;

the Borrower’s calculation of the Historical DSCR;

such Lien Waivers as the EPC Contractor has been required to provide pursuant to the EPC Contract (Stage 3) during the immediately preceding quarter (which, in the case of Lien Waivers from Major Subcontractors and Major Sub-subcontractors, shall be required to be delivered only to the extent received by the Borrower); and

a Disbursement Endorsement.

[Reserved]

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;

[reserved];

claim, Environmental Claim, suit, arbitration, litigation or similar proceeding pending or threatened in writing:

with respect to or against the Development or the Loan Parties (A) in which the amount of the claim or litigation against the Loan Parties is likely to be in excess of $500 million in the reasonable opinion of the Borrower; (B) that could reasonably be expected to have a Material Adverse Effect; or (C) involving injunctive or declaratory relief that could reasonably be expected to have a materially adverse impact on the construction or operation of the Project Facilities; or

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,

governmental disputes and litigation involving the Development if, in the reasonable opinion of the Borrower, the amount of the claim against the Loan Parties is likely to be in excess of $500 million or could reasonably be expected to have a Material Adverse Effect, in each case, including a reasonable summary thereto;

force majeure event (i) in respect of the Corpus Christi Terminal Facility reasonably expected to exceed 45 consecutive days or (ii) in respect of the Corpus Christi Pipeline that is material and reasonably expected to exceed 45 consecutive days, including in each case its expected duration and any action being taken or proposed to be taken with respect thereto;

full cessation of activities by the EPC Contractor, the Manager or Operator related to at least one large-scale Train or three mid-scale Trains that could reasonably be expected to exceed 90 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 $500 million in Project Costs in excess of the then-current Stage 3 and Incremental Construction Budget and Schedule (excluding any gas or electricity costs); or

Operation and Maintenance Expenses to exceed the amount budgeted therefor by 10% or more in the aggregate per annum;

[reserved]

material modifications to any Finance Document, together with copies of such modifications;

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

material written statement or report received by a Loan Party from the Operator 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;

at any time during which the Borrower does not have securities registered under the Securities Exchange Act of 1934, as amended, execution of material agreements entered into by a Loan Party after the Stage 3 Closing Date (not already delivered to the Intercreditor Agent pursuant to another provision of the Finance Documents);

copies of any material amendments to, or material waivers relating to, the Material Project Agreements that are permitted under the Finance Documents or that have otherwise been entered into pursuant to the Finance Documents;

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

a semi-annual summary of LNG cargo delivery arrangements (including confirmation of delivered cargos, prepayments and swapped cargos) under the Delivered SPAs during the covered six months, within 60 days of the end of each semi-annual period;

if an event of default, termination event or material breach has occurred and is continuing under any Shipping Services Agreement entered into in connection with a Qualifying LNG SPA, upon request by the Intercreditor Agent, copies of any “free on board” annual delivery program issued by CCL confirming the designation of any cargo as a “Diverted Cargo” and satisfaction of the relevant diversion conditions; and

if a material breach by CMI (UK) of any Shipping Services Agreement entered into in connection with a Qualifying LNG SPA has occurred and is continuing, any information reasonably requested by the Intercreditor Agent regarding the actions being taken to remedy such material breach and any remedial or alternative arrangements that CCL or CMI (UK) may be pursuing with respect to transportation of cargos under such Shipping Services Agreement.

Construction Reports

Prior to Substantial Completion with respect to each Train within the Stage 3 Development, as soon as available and in any event by the last Business Day of the following month, a monthly construction report from the Independent Engineer regarding the Project Facilities (including both the Corpus Christi Terminal Facility and the Corpus Christi Pipeline); provided that the failure to provide such construction report pursuant to this clause (a) by the last Business Day of the following 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 Ready for Start Up and Substantial Completion shall be achieved;

the Borrower’s then-current estimate of anticipated Project Costs through Ready for Start Up and Substantial Completion as compared to the Stage 3 and Incremental Construction Budget and Schedule at Stage 3 Closing, and in the event of a material variance, the reasons therefor;

any 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 Stage 3 and Incremental Construction Budget and Schedule;

delay Substantial Completion beyond the Guaranteed Substantial Completion Date; or

have a Material Adverse Effect;

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

the status of construction of the Project Facilities, including progress under the EPC Contract (Stage 3) (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 Stage 3 and Incremental Construction Budget and Schedule, of the status of engineering, procurement, construction, commissioning and testing;

if applicable, the status of agreement on any construction contracts for, and subsequently on construction of, the Corpus Christi Pipeline Expansion;

a copy of any filing made by a Loan Party with:

FERC with respect to the Development; or

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

a copy of any filing made by any Person other than a Loan Party with:

FERC with respect to the Development in any proceeding in which a Loan Party 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 a Loan Party is the captioned party or respondent,

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, and any material unplanned related impacts, events, accidents or issues that occurred during the report period and any material non-compliance with Environmental Laws;

If Expansion Senior Debt is incurred, prior to substantial completion (as defined in the engineering, procurement and construction contract to be entered into with respect to the Expansion) of the related Expansion, as soon as available and in any event within 30 days of each month-end, the Borrower shall provide to the Intercreditor Agent monthly construction progress reports from the contractor under the engineering, procurement and construction contract to be entered into with respect to such Expansion or, if so required under the Senior Debt Instrument under which the Expansion Senior Debt is incurred, from the independent engineer with respect to providers of any such Expansion Senior Debt.

Operating Budget

No less than 30 days prior to the beginning of each calendar year, the Loan Parties shall prepare a proposed operating plan and budget setting forth in reasonable detail the projected requirements for Operation and Maintenance Expenses for the Loan Parties and the Development for the ensuing calendar year and provide the Independent Engineer and the Intercreditor Agent with a copy of such operating plan and budget (the “Operating Budget”).

Each Operating Budget shall set forth all material assumptions used in the preparation of such Operating Budget and each such Operating Budget shall become effective 30 days following delivery thereof to the Intercreditor Agent unless the Intercreditor Agent, acting reasonably and in consultation with the Independent Engineer, objects to such Operating Budget prior to such 30th day; provided that the Intercreditor Agent shall have neither the right nor the obligation to approve or object to (1) costs for Gas or electricity purchase contracts for the Development or any financing- or hedging-related costs or expenses contained in the Operating Budget, (2) Required Capital Expenditures, or (3) any Operating Budget as long as the amount of all Senior Debt (excluding Excluded Working Capital Debt and excluding all Indebtedness under Permitted Senior Debt Hedging Instruments) outstanding after giving effect to such Operating Budget is capable of being amortized to a zero balance by the termination date of the last to terminate of the Qualifying LNG SPAs then in effect and produces a Fixed Projected DSCR of at least 1.40:1.00 commencing on the first Quarterly Payment Date following the implementation of the applicable Operating Budget for each calendar year 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 such Operating Budget). If the Loan Parties do not have an effective annual Operating Budget before the beginning of any calendar year, until such proposed Operating Budget is effective, the Operating Budget most recently in effect shall continue to apply; provided that (A) any items of the proposed Operating Budget that have not been objected to shall be given effect in substitution of the corresponding items in the Operating Budget most recently in effect, (B) costs for Gas and electricity purchase contracts for the Development, and any financing- or hedging-related costs and expenses contained in the Operating Budget shall be as provided by the Loan Parties, (C) any Required Capital Expenditure shall be as provided by the Loan Parties, and (D) all other items shall be increased by the lesser of (x) 10% and (y) the increase proposed by the Loan Parties for such item in such proposed Operating Budget.

Operating Statements and Reports

correspond to the expenditure categories and monthly periods of the current annual Operating Budget and show all Cash Flows and all expenditures for Operation and Maintenance Expenses during such fiscal year then ended;

include:

a summary of key performance indicators used to monitor the operation of the Project Facilities during such fiscal year and capacity test results if any are performed during such fiscal year; and

discussion of any material deviation from the requirements set forth in Section 12.3 (Project Construction; Maintenance of Properties), stating in reasonable detail the necessary qualifications to such requirements;

include a copy of any filing made by a Loan Party:

with FERC with respect to the Development; or

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

include a copy of any filing made by any Person other than a Loan Party:

with FERC with respect to the Development in any proceeding in which a Loan Party is the captioned party or respondent; or

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

be accompanied by a statement of sources and uses of funds for the periods covered by it and a discussion of the reason for any material:

variance from the amount budgeted therefor in the relevant Operating Budget; and

variance in the actual costs for the then-current period from the costs incurred during the prior period; and

be certified as materially complete and correct by an Authorized Officer of the Borrower.

Insurance Reporting

Copies of Finance Documents

Stage 3 and Incremental Construction Budget and Schedule

RESTRICTED PAYMENTS

Conditions to Restricted Payments

no Loan Facility Event of Default or Unmatured Loan Facility Event of Default has occurred and is Continuing or could occur as a result of such Restricted Payment;

(i) the Historical DSCR for the last measurement period and (ii) the Fixed Projected DSCR for the 12-month period beginning on the Quarterly Payment Date on or immediately prior to the proposed date of the Restricted Payment are, in each case, at least 1.25:1;

the Senior Debt Service Reserve Account is funded (with cash or Acceptable Debt Service Reserve LCs) with the then-applicable Reserve Amount, including the applicable debt service reserve requirements (if any) under any Senior Debt Instrument governing Additional Senior Debt;

no actual LNG SPA Prepayment Event or Unmatured LNG SPA Prepayment Event has occurred and is continuing in respect of which the prepayment and cancellation required by the occurrence of such event in accordance with Section 8.2 (LNG SPA Mandatory Prepayment) has not been made in full;

in the case of any Restricted Payment prior to the Stage 3 Completion Date, after taking into account the proposed Restricted Payment, the Loan Parties have sufficient available funds, including remaining available Senior Debt Commitments, funds in the Construction Account and the Equity Proceeds Account, irrevocably committed Equity Funding (if any) and projected contracted Cash Flow from the fixed component under the Qualifying LNG SPAs to meet the remaining expenditures required for the Stage 3 Development up to, and in order to achieve the Stage 3 Completion Date by, the Stage 3 Date Certain;

if the proposed Restricted Payment is being made between Quarterly Payment Dates, as of the date of such Restricted Payment and before giving effect to such Restricted Payment, the Borrower shall have deposited into, and shall have on deposit in, the Senior Debt Service Accrual Account an amount equal to:

one-third of the DSAA Reserve Amount for a Restricted Payment made within the first month following the immediately preceding Quarterly Payment Date;

two-thirds of the DSAA Reserve Amount for a Restricted Payment made within the second month following the immediately preceding Quarterly Payment Date; and

not less than 100% of the DSAA Reserve Amount for a Restricted Payment made within the third month following the immediately preceding Quarterly Payment Date; and

the Intercreditor Agent has received a certificate from the Borrower confirming that each of the conditions set forth in clauses (a) through (f) above have been satisfied and setting forth the calculation of Historical DSCR and Fixed Projected DSCR in clause (b) above.

Certain Restricted Payments

[Reserved]

LOAN PARTY COVENANTS

Use of Proceeds

Maintenance of Existence, Etc.

Each Loan Party shall maintain its corporate existence;

no Loan Party shall take any action to amend or modify its Constitutional Documents in a manner that is in any material respect adverse to the interests of the Facility Lenders or such Loan Party’s ability to comply with the Finance Documents; and

each of the Loan Parties shall promptly provide copies of any amendments to its Constitutional Documents to the Intercreditor Agent;

no Loan Party shall change, alter or modify its legal business name, jurisdiction of organization or type of organization, in each case without providing the Intercreditor Agent with at least 30 days’ prior notice; and

no Loan Party shall cease to be a partnership or an entity disregarded for US federal, state and local income tax purposes.

Project Construction; Maintenance of Properties

The Loan Parties shall construct and complete, operate and maintain the Project Facilities, and cause the Project Facilities to be constructed, operated and maintained, as applicable:

in the case of construction and completion of the Stage 3 Facilities, consistent in all material respects with Prudent Industry Practice, the EPC Contract (Stage 3), the Stage 3 and Incremental Construction Budget and Schedule, the Operating Budget and the other Transaction Documents, and in accordance with the requirements for maintaining the effectiveness of the material warranties of the EPC Contractor and each subcontractor thereof (including equipment manufacturers); and

in the case of operation of all the Project Facilities, consistent in all material respects with Prudent Industry Practice, the Operating Manual, Operating Budget and the other Transaction Documents; provided that:

the Loan Parties may not exceed, in the aggregate for all operating budget categories in any Operating Budget, more than 10% of the aggregate budgeted amount therefor on an annual basis, but excluding amounts in the then-effective Operating Budget for Gas purchases and electricity service;

the Loan Parties may exceed the Operating Budget and any operating budget category thereof:

with respect to payments under Gas and electricity purchase contracts for the Development;

as required by law or regulation, Industry Standards or for compliance with any Permit applicable to the Loan Parties or the Development (or to cure or remove the effect of any termination, suspension or impairment of any Permit), as certified by the Borrower (with the reasonable concurrence of the Independent Engineer);

to the extent required to respond to an emergency or accident, the failure to respond to which could reasonably be expected to create a significant risk of personal injury or significant physical damage to the Project Facilities or material threat to the environment, in which case:

if the Loan Parties reasonably determine that there is sufficient time to do so prior to responding to any such emergency or accident, the Borrower shall substantiate the expenses expected to be incurred by the Loan Parties in connection with such emergency or accident to the reasonable satisfaction of the Intercreditor Agent;

if the Loan Parties reasonably determine that there is not sufficient time to take the actions described in sub-clause (3) above prior to responding to any such emergency or accident, promptly following such emergency or accident, the Borrower shall describe in writing to the Intercreditor Agent the steps that were taken by the Loan Parties in respect of such emergency or accident and the expenses incurred by the Loan Parties in connection therewith, all in reasonable detail;

to pay for Required Capital Expenditures;

to pay for maintenance operating expenditures (including for the acceleration of expected maintenance expenses) so long as such maintenance activity is reasonably determined by the Borrower to be accretive to the operations of the Development and the anticipated maintenance activity and related payment could not reasonably be expected to result in a Material Adverse Effect; or

if, after giving effect to the costs exceeding the then-effective Operating Budget, the amount of all Senior Debt (excluding Excluded Working Capital Debt and excluding all Indebtedness under Permitted Senior Debt Hedging Instruments) outstanding is capable of being amortized to a zero balance by the termination date of the last to terminate of the Qualifying LNG SPAs then in effect and produces a Fixed Projected DSCR of at least 1.40:1.00 commencing on the first Quarterly Payment Date following the implementation of the applicable Operating Budget for each calendar year 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 costs exceeding the then-effective Operating Budget).

Books and Records; Inspection Rights

The Loan Parties shall make available to the Intercreditor Agent, on request, copies or extracts of books and records of the Loan Parties:

when a Loan Facility Event of Default has occurred and is Continuing; and

otherwise up to two times (which shall be reasonably spaced within the applicable period) per calendar year during normal business hours upon 30 days’ advance notice, subject to the confidentiality arrangements pursuant to Section 12.6 (Confidentiality) of the Common Security and Account Agreement and Section 23.8 (Confidentiality) below.

The Loan Parties shall not, without the prior consent of the Intercreditor Agent (not to be unreasonably withheld, conditioned or delayed), change the end date of their fiscal years.

The Loan Parties shall keep proper books and records in accordance with GAAP in all material respects.

Material Project Agreements

Each Loan Party shall maintain in effect all Material Project Agreements (other than Real Property Documents) that have been entered into and to which it is a party except:

to the extent a Material Project Agreement is permitted to expire, be terminated or replaced under the Finance Documents or expires or is replaced in accordance with its terms;

to the extent provided under Section 8.1 (LNG SPA Maintenance) and Section 8.2 (LNG SPA Mandatory Prepayment) in relation to LNG SPAs;

if the Material Project Agreement is a Shipping Services Agreement or an LNG Tanker Charter Party Agreement and such agreement has terminated, CCL shall be entitled to enter into one or more alternative or replacement transportation or shipping arrangements to meet the Required Shipping Capacity within 180 days following such termination to the extent necessary to meet the Required Shipping Capacity, which 180-day period shall be extended for an additional 90 days if CCL is diligently pursuing one or more replacement transportation or shipping arrangements to meet such Required Shipping Capacity; provided that such extension could not reasonably be expected to result in a Material Adverse Effect; or

to the extent failing to do so could not reasonably be expected to have a Material Adverse Effect.

Each Loan Party shall comply with its material contractual obligations under the Material Project Agreements (other than Real Property Documents) then in effect to which it is a party, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

No Loan Party shall agree to any amendment or modification of, or waiver relating to, any Material Project Agreement (other than Real Property Documents) to which it is a party that could reasonably be expected to have a Material Adverse Effect or would materially breach or would otherwise be materially inconsistent with the terms of the Finance Documents; provided that amendments or modifications to LNG SPAs as permitted under Section 8.3 (Amendment of LNG SPAs) shall in any case be permitted.

No Loan Party shall:

assign or transfer any interest under any Material Project Agreement without the prior written consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor Parties (except for assignments and transfers contemplated in connection with the Common Security and Account Agreement and other Security Documents); or

consent to any counterparty assigning or transferring any interest under any Material Project Agreement, if such Loan Party has consent rights under such Material Project Agreement, without the prior written consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor Parties; except

if such assignment or transfer could not reasonably be expected to have a Material Adverse Effect; or

for assignments and transfers permitted or contemplated in the Finance Documents.

No Loan Party shall initiate or settle arbitration if such arbitration or settlement could reasonably be expected to (i) have a Material Adverse Effect or (ii) result in an Event of Default under Section 15.1(i) (Unsatisfied Judgments).

The Loan Parties shall not enter into any Subsequent Material Project Agreements without the prior written consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor Parties; provided that the Intercreditor Agent’s consent shall not be required for:

a Qualifying LNG SPA that meets the requirements set forth in Section 8.1(b) (LNG SPA Maintenance);

any Subsequent Material Project Agreement executed in form and substance substantially similar to a form and substance that has previously been approved by the Intercreditor Agent or is attached to an agreement previously approved by the Intercreditor Agent;

the ADCC LLC Agreement (if ADCC Investco becomes a Subsidiary of the Borrower in accordance with Section 12.19(l) (Limitations on Investments and Loans)) as long as such agreement is executed in a form that is substantially similar to the form provided to the Intercreditor Agent on or prior to the Stage 3 Closing; provided that the Borrower shall have delivered an updated Base Case Forecast to the Intercreditor Agent that takes into account the commitments of ADCC Investco to make capital contributions to ADCC for the construction of the ADCC Pipeline in accordance with the ADCC LLC Agreement and demonstrates that after giving effect to such commitments of ADCC Investco under the ADCC LLC Agreement:

the amount of all Senior Debt (excluding Excluded Working Capital Debt and excluding all Indebtedness under Permitted Senior Debt Hedging Instruments) outstanding is capable of being amortized to a zero balance by the termination date of the last to terminate of the Qualifying LNG SPAs then in effect and produces a Fixed Projected DSCR of at least 1.40:1.00 commencing on the first Quarterly Payment Date following the date on which ADCC Investco becomes a direct or indirect Subsidiary of the Borrower for each calendar year 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 ADCC Investco’s obligations under the ADCC LLC Agreement); and

the Stage 3 Senior Debt/Equity Ratio will be equal or lower than 50:50 (calculated, for this purpose based on the Base Case Forecast delivered as of the Stage 3 Closing Date updated only to reflect any increases in the ADCC Pipeline Costs compared to those set forth in such Base Case Forecast);

any:

Shipping Services Agreements to be entered into in connection with Stage 3 (DES) LNG SPAs; provided that such Shipping Services Agreements satisfy the requirements set forth in clause (h)(i) below;

Linked LNG SPAs to be entered into in connection with a Linked GSA-SPA that is a Stage 3 LNG SPA; provided that such Linked LNG SPAs satisfy the requirements set forth in clause (h)(ii) below; and

any other Subsequent Material Project Agreement that a Loan Party enters into, to the extent such Subsequent Material Project Agreement complies with specific requirements related to the terms and requirements therefor under the Finance Documents (to the extent such requirements are expressly set forth in the Finance Documents).

In connection with any Subsequent Material Project Agreement, the applicable Loan Party shall deliver to the Intercreditor Agent, within 30 days following execution of such Subsequent Material Project Agreement (with a form of such document to be delivered prior to execution of such Subsequent Material Project Agreement):

each Security Document, if any, necessary to grant the Security Trustee a first priority perfected Lien in such Subsequent Material Project Agreement, as applicable (subject only to Permitted Liens);

evidence of the authorization of the applicable Loan Party to execute, deliver and perform such Subsequent Material Project Agreement, as applicable;

a certificate of the Borrower certifying that all Permits necessary for the execution, delivery and performance of such Subsequent Material Project Agreement, as applicable, have been duly obtained, were validly issued and are in full force and effect; and

a Direct Agreement in respect of such Subsequent Material Project Agreement, but only to the extent such Direct Agreement is required pursuant to Section 3.4 (Direct Agreements) of the Common Security and Account Agreement for an equivalent Material Project Agreement.

In respect of any Stage 3 (DES) LNG SPA with respect to which a Shipping Services Agreement has not been entered into as of the Stage 3 Closing Date, CCL shall enter into a Shipping Services Agreement (and deliver a copy thereof to the Intercreditor Agent) by no later than the later to occur of (i) six months following the Stage 3 Closing Date and (ii) the end of the 2022 calendar year, which Shipping Services Agreement shall be substantially similar to the PGNIG Shipping Services Agreement, in each case with such changes as are reasonably necessary (in the Borrower’s reasonable opinion) to reflect the terms of the relevant Stage 3 (DES) LNG SPA.

In respect of any Linked GSA-SPA that is a Stage 3 LNG SPA and with respect to which a Linked LNG SPA has not been entered into as of the Stage 3 Closing Date, CCL shall enter into a Linked LNG SPA (and deliver a copy thereof to the Intercreditor Agent) by no later than the later to occur of (i) six months following the Stage 3 Closing Date and (ii) the end of the 2022 calendar year, which Linked LNG SPA shall be substantially similar to the ARC Linked LNG SPA, in each case with such changes as are reasonably necessary (in the Borrower’s reasonable opinion) to reflect the terms of the relevant IPM GSA.

Each Loan Party shall maintain, preserve and protect, or make contractual or other provisions to cause to be maintained, preserved and protected, all of the real property interests evidenced by the Real Property Documents that are Material Project Agreements except (x) to the extent such Real Property Document is permitted to expire, be terminated or replaced under the Finance Documents or expires or terminates and is replaced with substantially equivalent real property interests to the extent necessary for the Development at such time or (y) where failure to do so could not reasonably be expected to have a Material Adverse Effect. Until the later of (i) the date that is six (6) months after the date of this Agreement and (ii)

The prior written consent of the Intercreditor Agent (acting on the instruction of the Requisite Intercreditor Parties) shall be required in connection with the execution by a Loan Party of a document evidencing a real property interest if:

such real property interest replaces (or is substituted for) a real property interest in a then-existing Real Property Document and such replaced real property interest is necessary at such time for the Development; or

if such real property interest does not replace (or is not substituted for) a real property interest in a then-existing Real Property Document, such real property interest:

is, at such time, necessary for the Development;

is required to be included in a deed of trust pursuant to requirements of Section 3.2(f)(ii) (Security Interests to be Granted by the Securing Parties – Real Property) of the Common Security and Account Agreement; and

is evidenced by a Real Property Document which by its terms imposes upon a Loan Party obligations or liabilities with an aggregate value in excess of $50,000,000 over its term and is for a term of greater than seven years;

No Loan Party shall, without the consent of the Intercreditor Agent (acting on the instruction of Requisite Intercreditor Parties), provide consent to a request for an amendment, modification or waiver to, or assignment or transfer of any interest under, the PetroChina DES LNG SPA that is requested by CMI (UK) unless:

in the case of an amendment, modification or waiver, (A) a corresponding amendment, modification or waiver is made to the DES-Linked LNG SPA to the extent that such amendment, modification or waiver of the DES-Linked LNG SPA is required to maintain the alignment of material terms between the DES-Linked LNG SPA and the PetroChina DES LNG SPA and (B) such corresponding amendment, modification or waiver of the DES-Linked LNG SPA meets the requirement therefor in the Finance Documents; and

in the case of an assignment or transfer of any interest under the DES-Linked LNG SPA, such assignment or transfer of any interest could not reasonably be expected to have a Material Adverse Effect.

No Loan Party shall, without the consent of the Intercreditor Agent (acting on the instruction of Requisite Intercreditor Parties):

amend, waive or modify any of CMI (UK)’s rights or obligations under the CMI Security Agreement in a manner that is material and adverse to the interests of the Loan Parties; or

consent to an assignment or transfer of any of CMI (UK)’s material rights or obligations under the CMI Security Agreement.

Compliance with Law

The Loan Parties shall comply in all material respects with all material applicable laws, rules, regulations and orders (excluding tax laws as to which Section 12.13 (Taxes) is applicable and Environmental Laws as to which Section 12.7 (Environmental Compliance) is applicable) except to the extent failure to do so could not reasonably be expected to have a Material Adverse Effect.

No Loan Party shall Knowingly engage in any activity that violates any Anti-Terrorism and Money Laundering Law or OFAC Law to the extent applicable to such entity.

The Loan Parties will not, and will procure that their respective Affiliates, directors and officers do not, directly or, to the Loan Parties’ Knowledge, indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money or anything else of value, to any Person in violation of any Anti-Terrorism and Money Laundering Laws, Applicable Anti-Corruption Laws or OFAC Laws, to the extent applicable;

to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the target of sanctions under OFAC or by the US Department of State, the European Union or Her Majesty’s Treasury, to the extent applicable; or

in any other manner that would result in a violation of any Anti-Terrorism and Money Laundering Laws, Applicable Anti-Corruption Laws or sanctions under OFAC or by the US Department of State, the European Union or Her Majesty’s Treasury, to the extent applicable, by any Person (including any Person participating in the Loans, whether as Facility Lender, Intercreditor Agent or otherwise).

The Borrower agrees that if it becomes aware of or receives any notice that a Loan Party, any Affiliate or any Person holding a legal or beneficial interest therein (whether directly or indirectly) is named on the OFAC SDN List or is otherwise the target of OFAC, US Department of State, European Union or Her Majesty’s Treasury sanctions (a “Sanctions Violation”), to the extent applicable, the Borrower shall promptly:

give notice to the Intercreditor Agent of such Sanctions Violation; and

comply with all applicable laws governing such sanctions with respect to such Sanctions Violation (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States).

The Borrower authorizes and consents to the Intercreditor Agent and each Senior Creditor Group Representative taking any and all steps such parties deem necessary to comply with all applicable laws governing such sanctions with respect to any such Sanctions Violation, including the “freezing” or “blocking” of assets and reporting such action to the applicable regulatory authorities.

Environmental Compliance

Permits

The Loan Parties shall obtain by the time they are required and maintain in full force and effect and comply with all applicable material Permits (excluding Export Authorizations, as to which Section 12.9 (Export Authorizations) is applicable, and the FERC Orders, as to which Section 12.10 (FERC Orders) is applicable) except to the extent failure to do so could not reasonably be expected to have a Material Adverse Effect.

The Loan Parties shall not amend or modify a material Permit or any conditions thereof (excluding Export Authorizations, as to which Section 12.9 (Export Authorizations) is applicable, and the FERC Orders, as to which Section 12.10 (FERC Orders) is applicable); provided that the Loan Parties may amend or modify such Permits and any conditions thereof so long as such amendment or modification could not reasonably be expected to have a Material Adverse Effect or result in an Impairment of such Permit and such amendment or modification is not materially more restrictive or onerous on the applicable Loan Party.

Export Authorizations

CCL shall use all reasonable efforts to maintain in full force and effect and will comply in all material respects with both the FTA Authorization, the Non-FTA Authorization and the Incremental Export Authorizations.

If an Export Authorization is Impaired, CCL shall use all reasonable efforts to promptly and diligently take reasonable steps to reverse such Impairment.

FERC Orders

CCL and CCP shall maintain in full force and effect and comply in all material respects with the FERC Orders except, in the case of the Stage 3 FERC Order, if failure to do so could not reasonably be expected to have a Material Adverse Effect.

The Loan Parties shall not amend or modify the FERC Orders or any conditions of the FERC Orders; provided that the Loan Parties may amend or modify the FERC Orders and any conditions thereof so long as such amendment or modification could not reasonably be expected to have a Material Adverse Effect and such amendment or modification is not materially more restrictive or onerous on the applicable Loan Party.

[Reserved]

Inspection Rights

Taxes

Limitation on Indebtedness

Senior Debt, including any reborrowing of any Working Capital Debt in accordance with its terms;

other Indebtedness expressly contemplated by a Finance Document or a Material Project Agreement (including guarantees permitted by Section 12.15 (Guarantees));

Subordinated Debt;