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Cheniere Corpus Christi Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”);

Corpus Christi Liquefaction, LLC, a limited liability company organized in the State of Delaware, Cheniere Corpus Christi Pipeline, L.P., a limited partnership organized under the laws of the State of Delaware, Corpus Christi Pipeline GP, LLC, a limited liability company organized under the laws of the State of Delaware, and each other Subsidiary of the Company that accedes hereto from time to time as a guarantor pursuant to Article 11 (Guarantees) (each a “Guarantor” and together the “Guarantors” and, together with the Company, the “Securing Parties”);

The Senior Creditor Group Representatives listed in Schedule C (List of Senior Creditors, Senior Creditor Group Representatives, Senior Debt Commitments / Obligations, Senior Debt Instruments / Permitted Senior Debt Hedging Instruments, Addresses for Notice of Relevant Senior Creditor Group Representative) and each Senior Creditor Group Representative that accedes hereto from time to time, for its own benefit and the benefit of each such representative’s respective Senior Creditor Group;

Société Générale, as Intercreditor Agent for the Facility Lenders and any Hedging Banks;

Société Générale, as Security Trustee; and

Mizuho Bank, Ltd., as Account Bank.

DEFINITIONS AND INTERPRETATION

In this Agreement and the Schedules hereto, 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.

In addition to the foregoing, in this Agreement, the following capitalized terms shall have the meaning given to them in the UCC (and, if defined in more than one Article of the UCC, shall have the meaning given in Article 9 thereof): As-extracted Collateral, Bank, Bank’s Jurisdiction, Certificated Security, Certificates of Title, Chattel Paper, Continuation Statement, Commercial Tort Claims, Commodity Account, Deposit Account, Document, Entitlement Holder, Entitlement Order, Equipment, Financing Statement, Financial Asset, Fixtures, General Intangibles, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit Right, Money, Payment Intangibles, Proceeds, Record, Securities Account, Security, Securities Intermediary, Securities Intermediary’s Jurisdiction, Security Entitlement, Software and Supporting Obligations.

SENIOR DEBT

Senior Debt Secured Hereby

All Senior Debt Obligations shall be secured by and entitled to the benefits of this Agreement and to the Security Interests granted by or pursuant to this Agreement and the other Security Documents, in each case subject to the terms and conditions of this Agreement.

The Senior Creditors, the Senior Creditor Group Representatives, the Senior Debt Commitments, the maximum principal amount of Senior Debt or the maximum notional amount, as applicable, the Senior Debt Instruments and the Permitted Senior Debt Hedging Instruments benefitting from this Agreement on the date hereof are each identified in Schedule C (List of Senior Creditors, Senior Creditor Group Representatives, Senior Debt Commitments / Obligations, Senior Debt Instruments / Permitted Senior Debt Hedging Instruments, Addresses for Notice of Relevant Senior Creditor Group Representative).

Incremental Senior Debt

At any time, and from time to time, the Company may incur senior secured debt that is incremental to the then-outstanding Senior Debt under either sub-clause (i) or sub-clause (ii) below as follows:

the Company may enter into commitments to incur such additional senior secured debt as it may be permitted to incur under all Senior Debt Instruments then in effect and subject to the terms and conditions in such Senior Debt Instruments to the incurrence of such debt (all such permitted additional senior secured debt, “Additional Senior Debt”) and the Company’s obligations thereunder shall, subject to clause (b) below, become Senior Debt Obligations secured by and entitled to the benefits of this Agreement and the other Security Documents and the Direct Agreements, upon satisfaction of each of the following conditions precedent:

delivery of a certification by the Company to the Security Trustee (with a copy to each Senior Creditor Group Representative) that such additional senior secured debt obligations have been incurred in compliance with, and satisfy the conditions required to be met in order for such debt to be Senior Debt pursuant to, the relevant provisions of all Senior Debt Instruments then in effect; and

satisfaction of all the requirements of Section 2.7 (Accession of Senior Creditor Group Representatives); and

the Company may enter into Permitted Senior Debt Hedging Instruments and incur senior secured debt obligations thereunder and such obligations shall, subject to Section 7.3 (Hedging Banks), become Senior Debt Obligations secured by and entitled to the benefits of this Agreement, the other Security Documents and the Direct Agreements upon satisfaction of each of the following conditions precedent:

delivery of a certification by the Company to the Security Trustee (with a copy to each Senior Creditor Group Representative) that such incremental senior secured debt obligations incurred under a Permitted Senior Debt Hedging Instrument have been incurred in compliance with, and satisfy the conditions required to be met in order for such obligations to be incurred by the Company pursuant to, the relevant provisions of all Senior Debt Instruments then in effect; and

satisfaction of all the requirements of Section 2.7 (Accession of Senior Creditor Group Representatives).

Replacement Senior Debt Senior Noteholders Benefitting from Escrow Account

In the event any Replacement Senior Debt is incurred pursuant to the issuance of Senior Notes under any Indenture, and the proceeds of such Indebtedness are held in escrow in a Senior Note Disbursement Account in accordance with Section 4.5(a)(iii) (Deposits and Withdrawals – Disbursements of Senior Debt – Escrow of Senior Notes Issued as Replacement Senior Debt), the Senior Debt Obligations acquired by the Senior Noteholders who purchase such Senior Notes shall become Senior Debt Obligations secured by and entitled to the benefits of this Agreement, the other Security Documents and the Direct Agreements, and such Senior Noteholders shall become Senior Creditors (A) solely for the limited purposes set forth in sub-clause (ii) below upon the satisfaction of the conditions precedent in sub-clause (a)(i) above and (B) for all other purposes under the Finance Documents, solely upon the later of (1) satisfaction of the conditions precedent in sub-clause (a)(i) above and (2) the expiration of the relevant escrow period, to the extent that such proceeds are not repaid to such Senior Noteholders at the end of the relevant escrow period. Accordingly, prior to the date identified in sub-clause (B) above, such Senior Noteholders shall not be secured by and shall not have recourse to the Security Interests, the Securing Parties, Holdco or any assets of the Securing Parties or Holdco (including prior to such date, the Project Property) or the right to instruct the Security Trustee except as set forth in sub-clause (ii) below.

Prior to the expiration of the relevant escrow period, such Senior Noteholders shall (A) have recourse to the Security Interest granted to the Security Trustee pursuant to Section 3.2(b)(i) (Security Interests to be Granted by the Securing Parties – Security Interests – General) over any Senior Note Disbursement Account, and the cash, Financial Assets and other property credited thereto or held therein as security for the repayment of such Indebtedness, and (B) be entitled to instruct the Security Trustee to take action in respect thereof as a Senior Creditor in accordance with this Agreement.

Payments and Prepayments

Pro Rata Payment of Senior Debt Obligations

Subject to sub-clause (ii) and sub-clause (b)(ii) (Sharing of Non-Pro Rata Payments) below, each payment or prepayment of Senior Debt Obligations (other than with respect to Senior Debt Obligations incurred under a Permitted Senior Debt Hedging Instrument, which is addressed in clause (f) (Payment of Permitted Senior Debt Hedging Liabilities) below, and Secured Party Fees) from the Securing Parties to Senior Creditors shall be made to the Senior Creditors as a Pro Rata Payment and a Senior Creditor shall not be entitled to receive any payment or prepayment of any such Senior Debt Obligations that is not made as a Pro Rata Payment; provided that:

subject to the requirements of any Senior Debt Instrument, any Senior Creditor may by written notice to the Security Trustee and the other Senior Creditor Group Representatives waive its right to a Pro Rata Payment hereunder; and

if a Senior Debt Instrument expressly states that no pro rata payment thereunder shall be required in respect of a specified mandatory or voluntary prepayment (or type of pro rata prepayment) made under other Senior Debt Instruments, then no such pro rata payment shall be required hereby (subject to compliance with any conditions established by the Senior Debt Instrument waiving the right to a pro rata prepayment in such circumstances).

Notwithstanding sub-clause (i) above:

except as provided in any individual Senior Debt Instrument with respect to the Senior Creditors under that Senior Debt Instrument, only the following mandatory prepayments shall be applied pro rata across all Senior Debt, other than any Working Capital Debt (except in the case of sub-clause (3) below) and Permitted Senior Debt Hedging Instrument:

mandatory prepayments with Insurance Proceeds and Condemnation Proceeds as described in, and subject to the requirements of, Section 5.2 (Insurance and Condemnation Proceeds);

a mandatory prepayment triggered by an LNG SPA Prepayment Event pursuant to a Senior Debt Instrument then in effect; or

a mandatory prepayment pursuant to a mandatory prepayment offer following the occurrence of a Change of Control;

no pro rata prepayment of Senior Notes is required to be made in the event that any Loans are voluntarily paid in accordance with the terms of the applicable Senior Debt Instrument (including, to the extent applicable, Section 3.5 (Voluntary Prepayments) of the Common Terms Agreement and any comparable provision in any other Senior Debt Instrument then in effect with respect to Loans);

no pro rata prepayment of any Senior Debt is required to be made in the event that any voluntary or optional prepayment of Senior Debt under an individual Senior Debt Instrument or Permitted Hedging Instrument is made to only certain affected Senior Creditors thereunder or only Senior Creditors under such affected Senior Debt Instruments or Permitted Hedging Instruments as a result of the applicability of yield protection provisions, increased cost provisions or additional amounts relating to Taxes, Defaulting Lender, Non-Consenting Lender or similar provisions, including, in each case, such provisions as 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) of the Common Terms Agreement and any comparable provision of any other Senior Debt Instrument or Permitted Senior

each of the payments of Breakage Costs and other similar amounts required to be paid pursuant to an individual Senior Debt Instrument only (as referred to in Section 3.6 (Prepayment Fees and Breakage Costs) of the Common Terms Agreement and any comparable provision of any other Senior Debt Instrument then in effect) and including any cash collateralization of letters of credit required pursuant to the terms of any Working Capital Debt shall not be required to be made as a Pro Rata Payment; and

any other payments or prepayments to a Senior Creditor in respect of which it waives its right to a Pro Rata Payment under its Senior Debt Instrument (including, in respect of Facility Lenders, the proviso to Section 3.7 (Pro Rata Payment) of the Common Terms Agreement (and any comparable provision in any other Senior Debt Instrument then in effect)) which waiver shall be deemed to be a waiver of its right to receive a Pro Rata Payment in accordance with this Section 2.3(a) (Payments and Prepayments – Pro Rata Payment of Senior Debt Obligations) as a result of which such Senior Creditor shall not require a Pro Rata Payment or prepayment to such Senior Creditor.

Sharing of Non-Pro Rata Payments

Except to the extent no Pro Rata Payment is required under sub-clause (a)(ii) (Pro Rata Payment of Senior Debt Obligations) above and as set out in sub-clause (ii) below, if any Senior Creditor receives any payment, whether pursuant to enforcement of any Security Interest, as payment of Senior Debt Obligations following acceleration, through right of set-off or voluntary or involuntary prepayment or otherwise, other than a Pro Rata Payment made pursuant to the Finance Documents, such Senior Creditor shall promptly notify the Company and the Security Trustee and pay an amount equal to such amount to the Security Trustee for distribution in accordance with this Agreement.

The following amounts shall not be subject to sharing pursuant to sub-clause (i) above:

any payment made to a Secured Party as indemnity or reimbursement for any additional funding cost, tax incurred or withheld or cost, liability or claim that is the subject of any indemnity, reimbursement or gross-up provision contained in any Finance Document;

any payment of any fee or premium required by the terms of a Finance Document and not required by the terms of any other Finance Document to be shared;

any payment of a Permitted Senior Debt Hedging Liability to a Hedging Bank made in accordance with Section 4.7 (Cash Waterfall) or Section 4.8 (Accounts During the Continuance of a Declared Event of Default), as applicable; and

any payment representing capitalized interest in respect of any Finance Document.

Manner of Payment

Partial Payments

first, in or toward payment of any unpaid costs, fees, expenses and all amounts (other than principal, interest, premia (if any) and Breakage Costs on the Senior Debt) payable to that Senior Creditor (including any such costs, fees or expenses of such Senior Creditor in its capacity as the Security Trustee, Intercreditor Agent, Account Bank, Indenture Trustee or Senior Creditor Group Representative);

second, in or toward payment of any post-Event of Default interest on Senior Debt provided by that Senior Creditor and due but unpaid;

third, in or toward payment of any other interest on the Senior Debt provided by that Senior Creditor and due but unpaid;

fourth, in or toward payment of any principal due but unpaid in respect of Senior Debt provided by that Senior Creditor; and

fifth, in or toward payment of any other Senior Debt Obligations owed to that Senior Creditor.

Late Payments

Payment of Permitted Senior Debt Hedging Liabilities

Senior Creditor Group Representative; Replacement or Appointment of Senior Creditor Group Representative

Each of the Senior Creditor Group Representatives party hereto on the date hereof or pursuant to an accession hereto (other than any Hedging Banks and any other Senior Creditor which is its own Senior Creditor Group Representative) represents that it has been duly appointed pursuant to the relevant Senior Debt Instrument to represent the relevant Senior Creditor Group and is entitled to vote and give instructions to the Security Trustee on behalf of the Senior Creditor(s) comprising such Senior Creditor Group.

Each Hedging Bank (if any), and each other Senior Creditor which is its own Senior Creditor Group Representative (if any), confirms that it is its own Senior Creditor Group Representative.

Any Senior Creditor Group Representative may be replaced or appointed by a Senior Creditor Group as provided in the relevant Senior Debt Instrument or Permitted Senior Debt Hedging Instrument, as applicable, and the Company, the Security Trustee, the Account Bank, the Intercreditor Agent and each other Senior Creditor Group Representative shall be notified promptly of any such replacement or appointment, which shall become effective only:

in the case of a replacement Senior Creditor Group Representative, upon (A) the replacement Senior Creditor Group Representative evidencing its incumbency to the reasonable satisfaction of the Security Trustee and acceding to this Agreement as a Senior Creditor Group Representative (and, if the Senior Creditor Group Representative it is replacing was party to the Intercreditor Agreement, to the Intercreditor Agreement) in accordance with Section 2.7 (Accession of Senior Creditor Group Representatives) or, if such entity was party to any Accession Agreement, agreeing in writing to be bound by the Accession Agreement to which its predecessor Senior Creditor Group Representative was a party; and (B) the Senior Creditor Group Representative being replaced delivering its signature of acknowledgment to the Accession Agreement entered into by the replacement Senior Creditor Group Representative, which signature of acknowledgment shall be deemed to constitute the resignation of such Senior Creditor Group Representative being replaced; and

in the case of a newly appointed Senior Creditor Group Representative, upon the appointed Senior Creditor Group Representative acceding to this Agreement (and, if the Senior Creditor Group Representative represents any Facility Lender or represents itself as a Hedging Bank, the Intercreditor Agreement) in accordance with Section 2.7 (Accession of Senior Creditor Group Representatives).

Unless otherwise expressly provided herein, each reference in this Agreement to a Senior Creditor Group Representative shall be understood to be a reference to that Senior Creditor Group Representative acting on behalf of and for the benefit of the Senior Creditor(s) that have appointed such Senior Creditor Group Representative.

Other Intercreditor Agents

Subject to clauses (c) and (d) below, at any time, and from time to time, any group of Senior Creditor Group Representatives may notify the Company, the Security Trustee, the Account Bank, the Intercreditor Agent and each other Senior Creditor Group Representative in writing that such Senior Creditor Group Representatives have appointed an intercreditor agent to act on their behalf under this Agreement. Such notice shall specify the effective date upon which such appointment shall take effect.

With respect to Senior Creditor Group Representatives who have appointed an intercreditor agent to act on their behalf (prior to any termination or replacement of such intercreditor agent in accordance with clause (e) below):

the Company, the Security Trustee, the Account Bank, the Intercreditor Agent and each other Senior Creditor Group Representative shall regard and be entitled to rely upon any statements, directions or notices from such intercreditor agent in its appointed capacity as if such statements or notices were delivered by the Senior Creditor Group Representatives that have appointed such intercreditor agent and shall be entitled to regard delivery of any statements or notices to such intercreditor agent as delivery of such statements or notices to the appointing Senior Creditor Group Representatives; and

any provisions herein that refer to the approval of, or notice, direction or statement from or to, any such appointing Senior Creditor Group Representative shall be deemed to be references to the approval of, or notice, direction or statement from or to, the intercreditor agent acting on behalf of such Senior Creditor Group Representative (for the benefit of the relevant Senior Creditors).

Each Senior Creditor Group Representative party hereto on the date hereof or pursuant to an accession hereto (other than any Indenture Trustee) has appointed the Intercreditor Agent pursuant to the Intercreditor Agreement to act as its representative for all matters under this Agreement. For the avoidance of doubt, the Intercreditor Agent does not represent or act for any Indenture Trustee or any Senior Creditor Group Representative that may be appointed from time to time for any Senior Noteholders.

For so long as the Intercreditor Agreement is effective, no Senior Creditor Group Representative representing any Facility Lender or representing itself as a Hedging Bank nor the Facility Lenders nor any Hedging Bank shall appoint any other intercreditor agent pursuant to this Section 2.5 (Other Intercreditor Agents). For the avoidance of doubt, the Intercreditor Agent represents and may act for all Senior Creditor Group Representatives representing Facility Lenders and/or Hedging Banks and all Facility Lenders and/or Hedging Banks represented by such Senior Creditor Group Representatives.

At any time and from time to time, any Senior Creditor Group Representatives that have appointed an intercreditor agent pursuant to this Section 2.5 (Other Intercreditor Agents) may:

terminate the appointment of such intercreditor agent; and/or

replace such intercreditor agent,

Transfers and Holders of Senior Debt Obligations

For the avoidance of doubt, no participant, beneficial owner or other Person who is not in each case a Holder pursuant to a Senior Debt Instrument or Permitted Senior Debt Hedging Instrument shall have or acquire rights greater than those of the Senior Creditor through which it owns its indirect interest in the Senior Debt Obligations, and, accordingly, all such participants, beneficial owners and other Persons having an indirect interest in Senior Debt Obligations shall be subject to the terms and conditions hereof, notwithstanding that they are not Senior Creditors.

Each Senior Debt Obligation may be sold, exchanged, traded, assigned, novated or otherwise transferred (subject, to the extent applicable, to the Intercreditor Agreement) as provided in the related Senior Debt Instrument or Permitted Senior Debt Hedging Instrument, and any Person becoming a Holder thereof from time to time in accordance with such Senior Debt Instrument or Permitted Senior Debt Hedging Instrument shall be deemed to be a Senior Creditor, and each Person ceasing to be a Holder thereof from time to time in accordance with such Senior Debt Instrument or Permitted Senior Debt Hedging Instrument shall cease to be a Senior Creditor.

Accession of Senior Creditor Group Representatives

Any Senior Creditor Group that provides Additional Senior Debt pursuant to Section 2.2 (Incremental Senior Debt) or any Senior Creditor that enters into a Permitted Senior Debt Hedging Instrument pursuant to Section 2.2 (Incremental Senior Debt) shall appoint a Senior Creditor Group Representative (or may act as its own Senior Creditor Group Representative) that shall enter into an Accession Agreement (on behalf of such Senior Creditor Group or itself) in accordance with the provisions hereof.

Each Accession Agreement entered into pursuant to this Section 2.7 (Accession of Senior Creditor Group Representatives) shall be substantially in the form of Schedule D-1 (Forms of Accession Agreements – Form of Senior Creditor Group Representative Accession Agreement) in which, among the other provisions set forth in such form, the relevant Senior Creditor Group Representative agrees to become a party to this Agreement and to be bound by all of the terms and conditions of this Agreement (including the pari passu ranking of all Senior Debt Obligations set forth in Section 3.1 (Pro Rata First-Ranking Security Interests)) and, if the Senior Creditor Group Representative represents any Facility Lender or represents itself as a Hedging Bank, to be bound by all of the terms and conditions of the Intercreditor Agreement. Each and every agreement expressed to be made herein by a Senior Creditor is made hereunder (and with respect to a Senior Creditor Group Representative that represents any Facility Lender or represents itself as a Hedging Bank, each and every agreement expressed to be made in the Intercreditor Agreement shall be made thereunder) by the relevant Senior Creditor Group Representative on behalf of each such Senior Creditor it represents, and each Accession Agreement entered into by a Senior Creditor Group Representative representing any Senior Creditor other than itself shall contain a representation that the related Senior Debt Instrument authorizes such Senior Creditor Group Representative to make such agreements on behalf of the relevant Senior Creditor(s).

No replacement or newly appointed Senior Creditor Group Representative shall become a Senior Creditor Group Representative under this Agreement or the Intercreditor Agreement unless and until:

an Accession Agreement meeting the requirements of this Section 2.7 (Accession of Senior Creditor Group Representatives) shall have been executed and delivered to the Security Trustee;

such Accession Agreement, when delivered to the Security Trustee, shall be accompanied by one or more certificates as to the due authorization, execution and delivery of the Accession Agreement and incumbency of the officers or attorneys-in-fact of the new Senior Creditor Group Representative who executed the Accession Agreement and shall include notice details for the new Senior Creditor Group Representative;

in the case of a Senior Creditor Group Representative appointed by a Senior Creditor Group that provides Senior Debt, the applicable Senior Debt Instrument(s) shall have been entered into with the Company;

in the case of a Hedging Bank representing itself as a Senior Creditor Group Representative, such Hedging Bank shall have entered into its Permitted Senior Debt Hedging Instrument with the Company; and

the Security Trustee has received any documentation reasonably requested by it in order for it to carry out all necessary “know your customer” or similar requirements with respect to the new Senior Creditor Group Representative, including those reasonably required to ensure compliance with anti-money laundering procedures in its relevant jurisdiction.

Fully executed copies of the related Senior Debt Instruments or Permitted Senior Debt Hedging Instruments, as applicable, shall be attached to the Accession Agreement as exhibits and each Accession Agreement shall specify in an exhibit thereto:

the identity of the related Senior Creditors (which need not include the Holders of notes or other securities or term loans issued pursuant to an Indenture);

the related Senior Debt Commitments (if applicable); and

the related Senior Debt Instruments or Permitted Senior Debt Hedging Instruments.

The Security Trustee shall, as soon as reasonably practicable, after receiving a duly completed Accession Agreement which appears on its face to comply with the terms of this Section 2.7 (Accession of Senior Creditor Group Representatives):

countersign such Accession Agreement by way of acceptance thereof;

amend Schedule C (List of Senior Creditors, Senior Creditor Group Representatives, Senior Debt Commitments / Obligations, Senior Debt Instruments / Permitted Senior Debt Hedging Instruments, Addresses for Notice of Relevant Senior Creditor Group Representative) hereto accordingly; and

deliver the revised Schedule C (List of Senior Creditors, Senior Creditor Group Representatives, Senior Debt Commitments / Obligations, Senior Debt Instruments / Permitted Senior Debt Hedging Instruments, Addresses for Notice of Relevant Senior Creditor Group Representative) to the Intercreditor Agent, the Company, the Account Bank and each Senior Creditor Group Representative.

Upon the later of:

the date defined in the Accession Agreement as its effective date; and

the date on which the Security Trustee countersigns the Accession Agreement by way of acceptance thereof (as contemplated in sub-clause (e)(i) above),

Changes to Senior Debt Instruments and Permitted Senior Debt Hedging Instruments

Each Senior Creditor Group Representative shall notify, as soon as reasonably practicable, the Security Trustee, the Account Bank and each other Senior Creditor Group Representative of any proposed amendment, modification or other change to or under its related Senior Debt Instrument(s) or Permitted Senior Debt Hedging Instrument(s).

No such amendment, modification or other change shall be permitted or recognized for any purpose under this Agreement, any other Security Document or any Direct Agreement, unless it has been adopted and implemented in compliance with this Agreement in addition to the requirements of any such Senior Debt Instrument, Permitted Senior Debt Hedging Instrument and any Intercreditor Agreement applicable thereto, and no such amendment, modification or other change shall purport to change, or have the effect of changing, the rights and duties of the Security Trustee or the Account Bank hereunder or under any other Security Document or any Direct Agreement or otherwise modifying the terms and conditions of this Agreement or any other Security Document or Direct Agreement.

Discharge of Certain Senior Debt Obligations

the discharged Senior Debt Obligations thereunder shall no longer constitute Senior Debt Obligations entitled to the benefits hereof and of the other Security Documents and the Direct Agreements;

the former Senior Creditors thereof shall no longer be Secured Parties;

the related Senior Debt Instruments or Permitted Senior Debt Hedging Instruments shall no longer be Senior Debt Instruments or Permitted Senior Debt Hedging Instruments; provided that there are no Senior Creditors who are parties thereto with outstanding Senior Debt Commitments or to whom Senior Debt Obligations are owed pursuant to such Senior Debt Instruments or Permitted Senior Debt Hedging Instruments; and

such related Senior Creditor Group Representative(s) shall no longer be a party hereto in such capacity.

Sponsor and its Affiliates

Secured Party Guarantees

SECURITY INTERESTS

Pro Rata First-Ranking Security Interests

Except as expressly provided in Section 3.2(c) (Security Interests to be Granted by the Securing Parties – Security Interests – Individual Senior Noteholder Secured Accounts), all Security Interests created hereunder, or under the Security Documents, are a common security package for the benefit of the Secured Parties, ranking in right of payment and upon enforcement pari passu with each other without priority or preference by reason of date of incurrence, currency of payment or otherwise. The Security Interests shall be first-ranking or first priority security interests, subject only to any Permitted Liens to the extent specified herein, and all references in the Finance Documents to “first ranking” or “first priority” shall be construed accordingly. The Security Interests shall be realized in accordance with the terms and priorities set forth herein, including Section 6.7 (Enforcement Proceeds Account).

Each reference in this Article 3 (Security Interests) to the Security Trustee shall be understood to be a reference to the Security Trustee acting for the benefit of the Secured Parties, unless otherwise explicitly specified.

Security Interests to be Granted by the Securing Parties

Pledge of Pledged Collateral

the Guarantor Interests and any Other Equity Interests, including all such Securing Party’s capital or ownership interest (including capital accounts), in any Guarantor owned by such Securing Party on the date hereof (collectively referred to herein as the “Pledged Equity Interests”);

all rights to receive income, gain, profit, all shares, securities, membership or partnership interests, moneys or property representing a dividend, and other distributions or return of capital allocated or distributed to such Securing Party in respect of, or resulting from a split up, revision, reclassification or other like change of or otherwise in exchange for all or any portion of the Pledged Equity Interests;

all of such Securing Party’s voting rights in, or rights to control or direct the affairs of, any Guarantor owned by such Securing Party;

all other rights, title and interest in or to any Guarantor derived from the Pledged Equity Interests (including all rights of such Securing Party as a member of such Guarantor under the Constitutional Documents of such Guarantor);

without affecting the obligations of such Securing Party or any Guarantor owned by such Securing Party under any provision prohibiting that action under any Finance Document, in the event of any consolidation or merger of such Guarantor in which such Guarantor is not the surviving entity, (A) all shares, securities, membership, partnership or ownership interests, as applicable, of any successor entity formed by or resulting from that consolidation or merger, including all rights, title, claims or interests associated therewith, if such shares, securities, membership, partnership or ownership interests are owned by such Securing Party after such consolidation or merger and (B) all other consideration (including all personal property, tangible or intangible) received by the Securing Party for such Collateral;

all rights of such Securing Party to terminate, amend, supplement, modify, or cancel the Constitutional Documents of any Guarantor, to take all actions thereunder and to compel performance and otherwise exercise all remedies thereunder;

(A) the debt securities or Indebtedness (including intercompany Indebtedness) held by such Securing Party on the date hereof or Indebtedness represented by an instrument or other transferable document and (B) any debt securities or indebtedness (including intercompany Indebtedness) in the future issued to or held by such Securing Party (collectively, the “Pledged Debt Securities”);

all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of the Pledged Equity Interests and the Pledged Debt Securities, as applicable;

all rights and privileges of such Securing Party with respect to the securities and other property referred to above, as applicable;

all notes (including promissory notes), certificates and other instruments representing or evidencing any of the foregoing rights and interests, debt securities, indebtedness or the ownership thereof from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such rights and interests; and

all proceeds, products and accessions (including “proceeds” as defined in Section 9-102(a)(64) of the UCC) and all causes of action, claims and warranties now or hereafter held by such Securing Party, in respect of any of the items listed above, of and to the foregoing Collateral, whether cash or non-cash and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers, including all tapes, cards, computer runs, programs, printouts, databases and other computer materials, and documents in the possession or under the control of such Securing Party.

Security Interests – General

all contracts, agreements and documents, including the following contracts, agreements and documents, as amended, amended and restated, supplemented, replaced, renewed or otherwise modified from time to time (individually, an “Assigned Agreement” and collectively, the “Assigned Agreements”) and all of each Securing Party’s rights thereunder:

the Material Project Agreements;

the Permitted Hedging Instruments;

the insurance policies maintained or required to be maintained by or for the benefit of any Securing Party under any Finance Document or any Material Project Agreement, including any such policies insuring against loss of revenues by reason of interruption of the operation of the Project Facilities and all proceeds and other amounts payable to any Securing Party thereunder, and all proceeds from any taking or condemnation;

all other agreements (including vendor warranties and guaranties and performance bonds, sureties and security), running to any Securing Party or assigned to any Securing Party, relating to the construction, maintenance, improvement, operation or acquisition of the Project Facilities or any part thereof, or transport of material, equipment and other parts of the Development or any part thereof;

any and all other agreements to which any Securing Party may be a party relating to the construction or operation of the Project Facilities or any part thereof; and

as regards the aforesaid agreements, (1) all rights of any Securing Party to receive moneys due and to become due thereunder or pursuant thereto, (2) all rights of any Securing Party to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (3) all claims of any Securing Party for damages for breach thereof or default thereunder, (4) all rights of any Securing Party to perform thereunder and to compel performance or otherwise exercise all remedies thereunder, (5) all rights of any Securing Party to terminate, amend, supplement, or otherwise modify any such agreement or approval, and (6) all rights of any Securing Party under each such contract or agreement to make determinations, to exercise any election or option or to give or receive any notice, consent, waiver, or approval, together with full power and authority with respect to any contract or agreement to demand, receive, enforce, collect or provide receipt for any of the foregoing rights or any property the subject of any of the contracts or agreements, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action which may be necessary or advisable in connection with any of the foregoing;

all Securities Accounts and Deposit Accounts (in each case that are not Individual Senior Noteholder Secured Accounts or Excluded Unsecured Accounts), and any sub-accounts established therein, in each case together with all funds, cash, monies, Financial Assets, investments, instruments, certificates of deposit, promissory notes, and any other property (including any Authorized Investments and other permitted investments deposited therein or credited thereto) at any time on deposit therein or credited to any of the foregoing, all rights to payment or withdrawal therefrom, and all income, profits, gains, and interest thereon;

all escrow accounts established under the EPC Contract (T1/T2), EPC Contract (T3) or EPC Contract (Stage 3);

all Instruments;

all Documents;

all Chattel Paper (whether tangible or electronic);

all Inventory;

all Equipment;

all Fixtures, wherever located and whenever acquired, whether or not of a type which may be subject to a security interest under the UCC, including all machinery, tools, engines, appliances, mechanical and electrical systems, elevators, lighting, alarm systems, fire control systems, furnishings, furniture, service equipment, building or maintenance equipment, building or maintenance materials, supplies, goods and property covered by any warehouse receipts or bills of lading or other such documents, spare parts, maps, plans, specifications, architectural, engineering, construction or shop drawings, soil tests, appraisals, route surveys, engineering reports, manuals and similar documents relating to all or any portion of the Project Facilities and the Development, and any replacements, renewals or substitutions for any of the foregoing or additional tangible or intangible personal property hereafter acquired by any Securing Party;

all Supplies and Raw Materials;

all Intellectual Property;

all Rolling Stock (if any);

all Goods not covered by the preceding sub-clauses of this Section 3.2(b) (Security Interests – General);

all Letter-of-Credit Rights;

all Investment Property;

all Payment Intangibles, Software and all other General Intangibles whatsoever not covered elsewhere in this Section 3.2(b) (Security Interests – General);

all rights and claims of any Securing Party, now or hereafter existing, under any indemnity, warranty or guaranty in connection with any Equipment;

all Receivables, As-extracted Collateral, Commodity Accounts, Money and Records;

all Commercial Tort Claims described in Schedule E (Commercial Tort Claims) hereto and on any supplement thereto received by the Security Trustee pursuant to Section 3.5(h) (Perfection and Maintenance of Security Interests);

all Collateral Records;

to the extent not otherwise included above, all other tangible and intangible personal property of the Securing Parties and all accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any Person with respect to any of the foregoing; and

to the extent not otherwise included in the foregoing, all Proceeds and products of any of the foregoing Collateral, whether cash or non-cash, including (A) all rights of any Securing Party to receive moneys due and to become due under or pursuant to such Securing Party’s ownership and operation of the Project Facilities or any part thereof or otherwise related to the Collateral, (B) all rights of any Securing Party to receive return of any premiums for or proceeds of any insurance, indemnity, warranty or guaranty with respect to the Collateral described in this Section 3.2(b) (Security Interests – General) or to receive condemnation proceeds, (C) all claims of any Securing Party for damages arising out of or for breach of or default under any of the Assigned Agreements or any other Collateral described in this Section 3.2(b) (Security Interests – General), (D) all rights of any Securing Party to payment for goods or other property sold or leased or services performed by such Securing Party, (E) to the extent not included in the foregoing, all proceeds receivable or received when any and all of the foregoing Collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily, and (F) any and all additions and accessions to the Collateral, and all proceeds thereof, including proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including all awards, all insurance proceeds, including any unearned premiums or refunds of premiums on any insurance policies covering all or any part of the Collateral and the right to receive and apply the proceeds of any insurance, or of any judgments or settlements made in lieu thereof for damage to or diminution of the Collateral.

Security Interests – Individual Senior Noteholder Secured Accounts

as security for the Senior Debt Obligations (whether at stated maturity, by acceleration or otherwise) under Senior Notes of any series that is entitled to the proceeds of any mandatory prepayment that have been deposited into a Mandatory Prepayment Senior Notes Account, a first-ranking security interest in such Mandatory Prepayment Senior Notes Account, and all cash, Financial Assets or other property now or hereafter credited thereto or held therein, and investments (including Authorized Investments) made with or arising out of such funds and all Proceeds of the foregoing; and

who purchase Senior Notes pursuant to Section 4.5(a)(iii) (Deposits and Withdrawals – Disbursements of Senior Debt – Disbursements of Senior Debt – Escrow of Senior Notes Issued as Replacement Senior Debt), a first-ranking security interest in the proceeds of such Senior Notes and investments (including Authorized Investments) made with or arising out of such funds that are held in escrow in a Senior Note Disbursement Account,

Provisions Related to Secured Accounts

All funds and other property delivered for credit to any Account shall be held by the Account Bank and promptly credited to an Account by an appropriate entry in its records in accordance with this Agreement.

To the knowledge of the Account Bank, on the date hereof, there is no Lien on any of the Accounts other than Permitted Liens and the claims and interest of the parties as provided herein. In the event that the Account Bank has or subsequently obtains by agreement, operation of Government Rule or otherwise a security interest in any Account or any security entitlement credited thereto other than Permitted Liens, the Account Bank hereby agrees that such security interest shall be fully subordinated in payment and with respect to any right to exercise remedies to the security interest of the Security Trustee for the benefit of the Secured Parties.

On the date hereof, the Account Bank has no notice of any adverse claim to the “financial assets” (within the meaning of Section 8-102(a)(9) of the UCC and including cash) deposited in or credited to the various Accounts or to security entitlements with respect thereto other than Permitted Liens and the claims and interest of the parties as provided herein. If any Person asserts any Lien (including any writ, garnishment, judgment, warrant of

Each Account shall be created and treated by the Account Bank as a Securities Account unless such Account is not considered to be a Securities Account (within the meaning of Section 8-501(a) of the UCC) under any applicable Government Rule. If such Account is not a Securities Account, the Account shall be created and treated by the Account Bank as a Deposit Account (within the meaning of Section 9-102(a)(29) of the UCC), which shall be maintained with the Account Bank acting not as a securities intermediary but as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC). The Account Bank shall not have title to the funds on deposit in the Accounts, and shall credit the Accounts with all receipts of interest, dividends and other income received on the property held in the Accounts. Until this Agreement terminates in accordance with its terms, each of the Company, the Account Bank and the Security Trustee agrees that the Security Trustee shall have sole “control” (within the meaning of Sections 9-104(a)(2) and (3) of the UCC) of the Accounts. All funds delivered to the Account Bank pursuant to this Agreement will be promptly credited to the Accounts. In furtherance of the intentions of the parties hereto, this Agreement constitutes written notice by the Security Trustee to the Account Bank of the Security Trustee’s Security Interest (for the benefit of the applicable Secured Parties) in the Accounts.

Accounts – Deposit Accounts

the Account Bank shall be a Bank in respect of such Account;

the Company shall be the customer (as defined in the UCC) in respect of such Account;

the Bank’s Jurisdiction for such Account shall be the State of New York;

the Security Trustee shall have control (as defined in the UCC) over such Account;

the Account Bank shall not have title to the funds on deposit in such Account, and shall credit such Account with all receipts of interest, dividends and other income received on the property held in such Account;

the Account Bank has not entered into, and agrees that, until the termination of this Agreement in accordance with the terms hereof, it will not enter into, any agreement with any Person in respect of any of the Accounts pursuant to which it would agree to comply with entitlement orders, other orders or instructions made by such Person (other than this Agreement and any customary agreement required by the Account Bank of the Company in order to open or manage the Accounts (including the e-banking agreement contemplated by Section 4.4(d) (Procedures for Deposits and Withdrawals from Accounts)), provided that a copy of any such agreement has been delivered to the Security Trustee (and the Security Trustee shall then deliver a copy to each Senior Creditor Group Representative) and in the event of any conflict between this Agreement and the terms of any such other agreements entered into at any time and notwithstanding any provision of any other agreement that would purport to resolve any conflict between that agreement and this Agreement in favor of that agreement (including but not limited to Section 6.9 of the Funds Transfer Agreement, dated as of March 11, 2015, between the Account Bank and the Company (the “Funds Transfer Agreement”)), this Agreement shall prevail);

the Company hereby irrevocably directs, and the Account Bank hereby agrees that the Account Bank will comply with all instructions regarding such Account originated by the Security Trustee without the further consent of the Company or any other Person; and

in the case of any conflict between any instruction or order originated by the Security Trustee and any instruction or order originated by the Company or any other Person, the instruction or order originated by the Security Trustee shall prevail.

Accounts – Securities Accounts

the Company shall be the Entitlement Holder in respect of the Financial Assets credited to such Account;

each item of property (including a Security, Security Entitlement, Investment Property, Instrument or obligation, share, participation, funds, cash, interest or other property whatsoever) credited to such Account shall to the fullest extent permitted by law be treated as a Financial Asset and the right to it shall constitute a Security Entitlement;

the Security Trustee shall have control (as defined in the UCC) of such Account and the Company’s Security Entitlements with respect to the Financial Assets credited to such Account;

the Account Bank has not entered into, and agrees that, until the termination of this Agreement in accordance with the terms hereof, it will not enter into, any agreement with any Person in respect of any of the Accounts pursuant to which it would agree to comply with entitlement orders, other orders or instructions made by such Person (other than this Agreement and any customary agreement required by the Account Bank of the Company in order to open the Accounts, provided that a copy of any such agreement has been delivered to the Security Trustee (and the Security Trustee shall then deliver a copy to each Senior Creditor Group Representative) and in the event of any conflict between this Agreement and the terms of any such other agreements entered into at any time and notwithstanding any provision of any other agreement that would purport to resolve any conflict between that agreement and this Agreement in favor of that agreement (including but not limited to Section 6.9 of the Funds Transfer Agreement), this Agreement shall prevail);

the Company hereby irrevocably directs, and the Account Bank (in its capacity as Securities Intermediary) hereby agrees, that the Account Bank will comply with all instructions and orders (including Entitlement Orders) regarding such Account and any Financial Asset therein originated by the Security Trustee without the further consent of the Company or any other Person;

in the case of a conflict between any instruction or order originated by the Security Trustee and any instruction or order originated by the Company or any other Person, the instruction or order originated by the Security Trustee shall prevail;

all Financial Assets or other property in registered form or payable to or to the order of and credited to such Account shall be registered in the name of, payable to or to the order of, or endorsed to, the Security Trustee or in blank, or credited to another account maintained in the name of the Security Trustee, and in no case will any Financial Assets or other property credited to such Account be registered in the name of, payable to or to the order of, or endorsed to, the Company (except to the extent the foregoing have been subsequently endorsed by the Company to the Security Trustee or in blank);

the Account Bank shall be the Securities Intermediary in respect of such Account, and the Securities Intermediary’s Jurisdiction for such Account shall be the State of New York, and the laws of the State of New York are applicable to all issues specified in Article 2(1) of the Hague Securities Convention; and

all investments of funds in the Accounts shall be credited to the related Account.

The Account Bank, in its capacity as Securities Intermediary or Bank, as applicable: (1) subordinates in favor of each applicable Secured Party any security interest, Lien, or right of recoupment or set-off it may have or subsequently obtains by agreement, operation of Government Rule, or otherwise, now or in the future, against the Accounts and (2) agrees that it will not exercise any right in respect of such security interest or Lien or any such right of recoupment or set-off for so long as this Agreement remains in effect, except for the amount of any returned items and charge-backs either for uncollected checks or other items of payment and transfers previously credited to one or more of the Accounts and thereafter returned unpaid or otherwise reversed for any reason, and the Company and the Security Trustee hereby authorize and direct the Account Bank to debit the Accounts for such amounts.

The Security Trustee hereby covenants that, for the benefit of the Company, it will not originate any instruction or order (including Entitlement Orders) regarding any Account, any Financial Asset therein or any other amounts on deposit therein or credited thereto except as set forth in this Agreement.

The Account Bank shall not change the name or account number of any Account without the prior written consent of the Security Trustee and the Company (such consent not to be unreasonably withheld or delayed), except for changes due to internal system modifications (or other internal reorganization of account numbers by Account Bank), of which the Account Bank shall promptly notify the Company and the Security Trustee.

[Reserved]

Real Property

As of the Stage 3 Closing, there is in effect (i) the Amended and Restated Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of the Second Phase Closing Date, granted by CCL, for the benefit of the Security Trustee and (ii) the Amended and Restated Deed of Trust, Assignment of Rents and Leases, Security Agreement and

The Company shall deliver an executed deed of trust or an amendment to or amendment and restatement of an existing deed of trust, substantially in the applicable form attached as Schedule I-1 (Form of Deed of Trust (CCL)) or Schedule I-2 (Form of Modification and Release Agreement (CCP)) (or in form and substance reasonably acceptable to the Security Trustee), to include all Real Estate of the Securing Parties acquired or otherwise established after the Stage 3 Closing that has a purchase price in excess of $10,000,000 or is otherwise material to the operation of the Development (A) no later than 60 days following such acquisition or establishment in the case of Real Estate of any Securing Party other than relating to the Corpus Christi Pipeline Expansion and (B) in the case of Real Estate relating to the Corpus Christi Pipeline Expansion, no later than 60 days following the acquisition or establishment of the last Real Estate required for the commissioning of the Corpus Christi Pipeline Expansion or, if earlier, the date of the scheduled commissioning of the Corpus Christi Pipeline Expansion (or, in each case, such later period as reasonably agreed in writing by the Security Trustee), together with all documents and instruments required under the law of the State of Texas to perfect the Security Interest of the Security Trustee in such Common Collateral free of any other pledges, security interests or deeds of trust, except Permitted Liens. In connection with any such deed of trust entered into by CCL, CCL (x) shall also deliver a Title Policy meeting the requirements within the definition of such term based on the applicable Real Estate covered by such deed of trust, and (y) prior to the Term Loan Discharge Date, shall use commercially reasonable efforts to obtain and deliver a Flood Certificate consistent with the Flood Certificate described in Section 14(B) of Schedule L (Schedule of Minimum Insurance) of the Common Terms Agreement.

Excluded Assets

any assets or property rights of the Securing Parties of any nature to the extent that any applicable law or regulation prohibits the creation of a security interest thereon (other than to the extent that any such law would be rendered ineffective pursuant to any other applicable law); provided, however, that the Collateral shall include (and the Security Interests shall attach and the definition of Excluded Assets shall not then include) immediately at such time as the contractual or legal provisions referred to above shall no longer be applicable and to the extent severable, and the Security Interests shall attach immediately to any portion of such assets or property rights not subject to the provisions in this sub-clause (i); provided further that the exclusions referred to in this sub-clause (i) shall not include any Proceeds of such assets or property rights;

any Permit, lease, license, easement, contract or agreement (other than any Material Project Agreement) to which a Securing Party is a party or any of its rights or interests thereunder or any property or assets of a Securing Party, in each case if and only to the extent that:

the grant of a Security Interest hereunder shall constitute or result in a breach of a term or provision of, the termination or forfeiture of (or ability of the other party to void or revoke) or a default, under the terms of, such Permit, lease, license, easement, contract or agreement; or

a grant of security interests therein would require governmental consent, approval, license or authorization that has not been obtained;

the Collateral shall include (and such Security Interest shall attach and the definition of Excluded Assets shall not then include) immediately at such time as the contractual or legal terms or provisions or governmental consent, approval, license or authorization referred to above shall no longer be applicable and to the extent severable, and shall attach immediately to any portion of such Permit, lease, license, easement, contract, agreement, property or asset not subject to the provisions specified in this sub-clause (ii); and

such exclusion shall not apply (x) to the extent the prohibition is ineffective under applicable anti-assignment provisions of the UCC or other applicable law (including pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC) or (y) to Proceeds and receivables of the assets referred to in this sub-clause (ii);

any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of, or any Securing Party’s ownership or rights in or to, any registration that issues from such intent-to-use application under applicable federal law;

all (A) segregated Deposit Accounts constituting (and the balance of which consists solely of funds set aside in connection with) cash collateral accounts for deposits permitted under the definition of “Permitted Liens”, (B) payroll and other employee wage and benefit accounts, if any, (C) tax accounts, (D) escrow accounts (excluding any escrow account established under the EPC Contract (T1/T2), EPC Contract (T3) or EPC Contract (Stage 3), and the funds or other property held in or maintained in any such account, which shall be subject to Section 3.2(b)(iii) (Security Interests – General)) and (E) margin accounts for Permitted Hedging Instruments in the ordinary course of business (collectively, “Excluded Unsecured Accounts”) and the funds or other property held in or maintained in any such account;

without duplication of sub-clause (iv) above, property owned by a Securing Party that is subject to a Permitted Lien pursuant to sub-clauses (b), (c) (but excluding any escrow account established under the EPC Contract (T1/T2), EPC Contract (T3) or EPC Contract (Stage 3)), (f) (other than to the extent covered by sub-clause (vi) below) or (k) of the definition thereof; provided, however, that no property owned by a Securing Party shall be an Excluded Asset solely by reason of being subject to a Permitted Lien unless such Permitted Lien prohibits the granting pursuant to this Agreement of the respective security interest in such property;

property owned by a Securing Party that is subject to a purchase money Lien or capital lease permitted under each of the Senior Debt Instruments (including, to the extent applicable, Section 12.14(g) (Limitation on Indebtedness) of the Common Terms Agreement and any comparable

the Securing Party’s right, title and interest, as tenant, subtenant or assignee under any real property sub-lease or lease, including in respect of any Fixtures related to such real property, for offices so long as such offices are not located on the Site;

insurances covering workers’ compensation and employers’ liability and any proceeds thereof;

any Prepaid LNG Cargo; and

those assets as to which the Security Trustee and the Company reasonably agree from time to time in writing that either (1) the cost of obtaining a security interest in or perfection thereof, (2) the adverse tax consequences to the Securing Parties, or (3) the adverse regulatory consequences to the Securing Parties, the Project Facilities (or, if not yet included therein, the Stage 3 Facilities) or the Development (or, if not yet included therein, the Stage 3 Development), in each case, is or are excessive in relation to the benefit to the Secured Parties of the security afforded thereby.

Security Interests to be Granted by Holdco

Direct Agreements

Prior to Stage 3 Closing, the applicable Securing Party that is the party to the relevant agreement referred to below shall enter into Direct Agreements with the Security Trustee solely with the following entities and such Direct Agreements shall be substantially in the forms noted below:

the LNG Buyers under each of the Stage 3 LNG SPAs and any guarantors of such LNG Buyers (substantially in the agreed form attached to the applicable LNG SPA or otherwise in substantially the applicable form attached hereto in Schedule G (Forms of Direct Agreements));

CMI (UK) in connection with the PGNIG Shipping Services Agreement and each Linked LNG SPA that is a Stage 3 LNG SPA (substantially in the agreed form attached to each such agreement or otherwise substantially in the form attached hereto in Schedule G-1 (Form of Direct Agreement for Material Project Agreements with Affiliates)) and any guarantors of CMI (UK) thereunder (substantially in the agreed form attached to each such agreement or otherwise substantially in the form attached hereto in Schedule G-3 (Form of Direct Agreement for Guarantees));

CCP in respect of the CCP Expansion Precedent Agreement (substantially in the form attached hereto in Schedule G-1 (Form of Direct Agreement for Material Project Agreements with Affiliates)); and

ADCC and Whistler Pipeline, LLC in respect of the ADCC Pipeline Precedent Agreement (substantially in the agreed form attached hereto in Schedule G-7 (Form of Direct Agreement for ADCC Pipeline Precedent Agreement)).

[Reserved]

With respect to any non-Qualifying LNG SPA executed with an Affiliate of the Loan Parties after the Stage 3 Closing Date, on or prior to the date of execution of such LNG SPA, the Securing Party that is party to the relevant agreement shall enter into a Direct Agreement with the Security Trustee and the LNG Buyer and any guarantors of such LNG Buyer (with respect to such LNG Buyer, substantially in the form attached hereto as Schedule G-5-2 (Forms of Direct Agreement – Form of Direct Agreement for Affiliate Non-Qualifying LNG SPAs) and with respect to any guarantor of such LNG Buyer, substantially in the form attached hereto as Schedule G-3 (Forms of Direct Agreement – Form of Direct Agreement for Guarantees)).

With respect to any Qualifying LNG SPA (including any Linked GSA-SPAs that are Qualifying LNG SPAs) executed after the Stage 3 Closing Date, on or prior to the date of execution of such LNG SPA, the Securing Party that is party to the relevant agreement shall, if such LNG Buyer is an Affiliate of the Loan Parties, enter into, and if such LNG Buyer is not an Affiliate of the Loan Parties, use commercially reasonable efforts to enter into, a Direct Agreement with the Security Trustee and the LNG Buyer (including, in the case of a Linked GSA-SPA, the Person that is the Gas seller as well as the Person that is the LNG buyer under such contractual arrangement) and any guarantors thereof (substantially in the applicable form attached hereto as Schedule G (Forms of Direct Agreement)).

The Securing Party that is party to the relevant agreement shall use commercially reasonable efforts to obtain, on or prior to the date of execution: (i) Direct Agreements with respect to any precedent pipeline agreements that are Subsequent Material Project Agreements entered into by CCL with Qualified Transporters, substantially in the form attached hereto as Schedule G-2 (Forms of Direct Agreement – Form of Direct Agreement for Material Project Agreements with non-Affiliates), and (ii) the contractor and any guarantor thereof under any engineering, procurement and construction contract in respect of the Corpus Christi Pipeline Expansion if it is a Subsequent Material Project Agreement, substantially in the

With respect to any Shipping Services Agreement executed after the Stage 3 Closing Date in connection with a Qualifying LNG SPA, on or prior to the date of execution of such Shipping Services Agreement, the Securing Party that is party to the relevant agreement shall, if the counterparty is an Affiliate of the Loan Parties, enter into, and if the counterparty is not an Affiliate of the Loan Parties, use commercially reasonable efforts to enter into, a Direct Agreement with the Security Trustee and the counterparty to such Shipping Services Agreement and any guarantors thereof (substantially in the form of previously executed Direct Agreements with respect to then-effective Shipping Services Agreements (or guarantees thereof) or otherwise substantially in a form reasonably acceptable to the Security Trustee).

If and upon the Borrower acquiring ADCC Investco, the Securing Party that is party to the ADCC LLC Agreement shall use commercially reasonable efforts to enter into a Direct Agreement with the Security Trustee, ADCC and any limited liability company members of ADCC that are then party to the ADCC LLC Agreement, substantially in the agreed form to be attached to the ADCC LLC Agreement.

For the avoidance of doubt, the Securing Parties shall not be required to obtain Direct Agreements, including from any transporters under any Gas transportation agreements (other than precedent agreements), Gas suppliers under any Gas supply agreements, LNG Buyers or guarantors of LNG SPAs, in each case other than those set forth above.

The Security Trustee shall give irrevocable instructions to each LNG Buyer (including, in the case of a Linked GSA-SPA, the Person that is the Gas seller as well as the Person that is the LNG buyer under such contractual arrangement) to make all payments due to CCL under any LNG SPA (including any Linked GSA-SPA) to the Revenue Account, which shall be identified in writing by the Security Trustee to each such Person in its Direct Agreement, and each such Person shall confirm its agreement to do so in the terms of its Direct Agreement.

The Company shall deliver to the Security Trustee executed counterparts of any Direct Agreements and consents entered into after the date of this Agreement in accordance with this Section 3.4 (Direct Agreements) by the date stated herein or, where not stated, as soon as reasonably practicable.

The Security Trustee is hereby authorized and directed by the Secured Parties to execute each of the Direct Agreements contemplated above without further action by the Senior Creditors.

The Security Trustee is hereby authorized to countersign, to the extent such countersignature is required, any direction to PetroChina to pay the PetroChina Payments (as defined in the CMI Security Agreement) related to a Swapped Cargo (as defined in the CMI Security Agreement) into an account other than the Deposit Account (as defined in the CMI Security Agreement) upon notification to the Security Trustee by the Company that the applicable diversion conditions in the CMI Security Agreement have been satisfied.

Perfection and Maintenance of Security Interests

Subject to any exceptions set forth in this Section 3.5, from and after the Closing Date, the Securing Parties have caused and shall cause Holdco to maintain the Security Interests created by the Security Documents as a perfected security interest having at least the priority described in Sections 3.2 (Security Interests to be Granted by the Securing Parties) and 3.3 (Security Interests to be Granted by Holdco).

Subject to any exceptions set forth in this Section 3.5, at any time and from time to time, upon the reasonable written request of the Security Trustee, the Securing Parties shall, and shall cause Holdco to, at the Securing Parties’ expense, promptly take all such further actions as reasonably may be requested by the Security Trustee (including, where applicable, the giving, execution, filing, authentication and/or recording of any notice, Financing Statement, Continuation Statement, public deed, deed of trust, instrument, document or agreement) (A) in order to preserve, continue and perfect (including, where required, by control) the Security Interests (including, to the extent available under applicable law, the priority of any such Security Interest) and enable the Security Trustee for the benefit of the Secured Parties to exercise or enforce its rights hereunder, under any other Security Documents or under the Direct Agreements with respect to such Security Interest in the manner contemplated hereby and by the Senior Debt Instruments and any Permitted Senior Debt Hedging Instruments and at, where applicable, the times indicated in the applicable Security Documents and Direct Agreements and (B) for the purpose of obtaining or preserving the full benefits of this Agreement and the other Security Documents and Direct Agreements and of the rights and powers granted herein and therein.

Collateral in Possession of Bailee; Perfection. If any goods (excluding Gas) in which any Securing Party owns or has an interest are now or at any time in the possession of a bailee and the value of such goods in the possession of such bailee is above $10,000,000:

such Securing Party shall use reasonable efforts to obtain an acknowledgment from each such bailee, in form and substance reasonably satisfactory to the Security Trustee as it may request, that each such bailee

if for any reason the Security Trustee does not have a perfected security interest in such goods in possession of a bailee, then such Securing Party shall promptly transport such goods to the Project Facilities or to another location with respect to which the Security Trustee will have a perfected security interest.

Electronic Chattel Paper and Transferable Records. With respect to all electronic chattel paper or any “transferable record”, as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, now or hereafter acquired by or arising in favor of any Securing Party, such Securing Party shall promptly take such action as necessary to vest in the Security Trustee “control” (as defined in Section 9-105 of the UCC) of such electronic chattel paper or “control” under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. A Securing Party may arrange, pursuant to procedures that will not result in the Security Trustee’s loss of control, for such Securing Party to make alterations to the electronic chattel paper or transferable record permitted under the UCC or, as the case may be, Section 201 of the Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Securing Party with respect to such electronic chattel paper or transferable record. Notwithstanding the foregoing, the requirements set forth in this clause (c) are subject to the limitations on perfection and method of perfection set forth in clause (d) below.

The perfection of the security interest granted in Section 3.2(b)(vi) (Security Interests to be Granted by the Securing Parties – Security Interests – General) in Chattel Paper (whether tangible or electronic) will, prior to the occurrence of an Event of Default (and after the occurrence of an Event of Default unless the Security Trustee has required that further actions in accordance with the other provisions hereof are taken with respect to the perfection thereof), be effected solely by filing an appropriate financing statement under the UCC.

From and after the Closing Date, with respect to any Letter-of-Credit Rights, the Securing Parties have ensured and shall ensure that, as promptly as reasonably practicable after receipt of a Letter-of-Credit, the Security Trustee has control thereof by ensuring that the Security Trustee takes possession thereof and obtaining a written consent from each issuer of each related letter of credit to the assignment

The perfection of the security interest in motor vehicles and other assets subject to Certificates of Title shall only be required after the aggregate value of all motor vehicles and such other assets owned by the Securing Parties at any given time exceeds $5,000,000 and shall only be required for the motor vehicles and assets above that threshold.

Intellectual Property Recording Requirements

Schedule J (Intellectual Property) lists all of the following Intellectual Property, to the extent owned by a Securing Party, held as of the Stage 3 Closing Date and material to the business of a Securing Party: (A) issued Patents, pending Patent applications and Patent Licenses, (B) registered Trademarks, applications for the registration of Trademarks and Trademark Licenses, and (C) registered Copyrights, applications for the registration of Copyrights and Copyright Licenses (in each case, other than Intellectual Property licenses entered into in the ordinary course of business, including any Copyright Licenses with respect to off-the-shelf software). From and after the Stage 3 Closing Date, if the Securing Parties shall at any time hold or acquire any Intellectual Property of the type described in sub-clause (A), (B) or (C) above and that is owned by a Securing Party and material to the business of a Securing Party, the Securing Parties shall promptly provide the Security Trustee with a supplement to Schedule J (Intellectual Property), describing such Intellectual Property. For the avoidance of doubt, the Technology License Agreement (T1/T2) and the Technology License Agreement (T3) or any Intellectual Property arising thereunder shall not be required to be listed in Schedule J (Intellectual Property).

From and after the Stage 3 Closing:

subject to Section 3.2(g)(iii) (Security Interests to be Granted by the Securing Parties – Excluded Assets), in the case of any Collateral (whether now owned or hereafter acquired) consisting of registered US Trademarks and applications therefor, the Securing Parties shall execute and deliver to the Security Trustee a Trademark security agreement in form and substance reasonably acceptable to the Security Trustee covering all such US registered Trademarks and applications therefor in appropriate form for recordation with the USPTO with respect to the Security Interest of the Security Trustee; and

in the case of any Collateral (whether now owned or hereafter acquired) consisting of (1) US Patents and applications therefor or (2) US registered Copyrights and exclusive US Copyright Licenses, the Securing Parties shall execute and deliver to the Security Trustee a Patent security agreement or Copyright security agreement, as applicable, in form and substance reasonably acceptable to the Security Trustee covering all such US Patents or US Copyrights and applications for US Patents and US Copyright and exclusive US Copyright Licenses in appropriate form for recordation with the USPTO or United States Copyright Office, as applicable, with respect to the Security Interest of the Security Trustee.

For the purpose of enabling the Security Trustee to exercise rights and remedies under Article 6 (Security Trustee Action), following such time as a Declared Event of Default has occurred and is continuing, and for no other purpose, the Securing Parties shall give the Security Trustee reasonable access to all media in which any of the Intellectual Property Collateral may be recorded or stored and to all computer programs used for the compilation or printout thereof. In the event of a disposition of any of the Intellectual Property Collateral by the Security Trustee hereunder in accordance with the terms of this Agreement, each Securing Party shall use commercially reasonable efforts to supply the Security Trustee or the assignee of such Intellectual Property with such know-how and expertise, and with documents and materials embodying the same, relating to the use of the disposed Intellectual Property in connection with the Project Facilities.

Subject to the provisions of this Agreement and the other Finance Documents that limit the rights of any Securing Party to dispose of its property and rights and remedies of the Security Trustee as set forth herein, the Securing Parties shall otherwise retain all right, title and interest in, to and under the Intellectual Property now owned or hereafter acquired by such Securing Party, including the full right to exploit, use, enjoy, protect, enforce or take other actions with respect to such Intellectual Property. To the extent required under applicable law for any Securing Party to exercise its rights with respect to such Intellectual Property, the Security Trustee shall, upon the reasonable request of any Securing Party, reasonably cooperate with such Securing Party and execute and deliver documents so requested by such Securing Party. The exercise of rights and remedies under Article 6 (Security Trustee Action) by the Security Trustee shall not terminate or limit the rights of the holders of any licenses or sublicenses theretofore granted by such Securing Party in accordance with the first sentence of this sub-clause (iv).

Notwithstanding anything to the contrary in the Finance Documents (including clause (a) above), any reference to perfection of Security Interests with respect to Intellectual Property in any of the Finance Documents shall be deemed to mean perfection of such Security Interests to the extent perfection can be obtained by the filing of Patent security agreements and Trademark security agreements at the USPTO and the filing of Copyright security agreements at the United States Copyright Office or by the filing of a UCC-1 financing statement in the relevant jurisdiction.

If the Securing Parties shall at any time hold or acquire a Commercial Tort Claim with a value in excess of $5,000,000, the Securing Parties shall promptly provide the Security Trustee with a supplement to Schedule E (Commercial Tort Claims) hereto, which supplement shall include a summary description of such claim and grant to the Security Trustee, for the ratable benefit of the Secured Parties, a Security Interest therein and in the proceeds thereof, all upon the terms of this Agreement.

With respect to any Collateral hereafter owned or acquired, the Securing Parties shall comply with the applicable perfection requirements in clauses (a) through (h) above within 60 days of the Securing Parties acquiring rights therein.

Subject to the limitations, and except as otherwise expressly provided for, in this Agreement and the other Security Documents, and to the extent permitted by applicable law, the Security Trustee is authorized to:

file under the UCC of any state of the United States or other applicable law, Financing Statements, Continuation Statements or other documents relating to the Collateral;

file with the USPTO or United States Copyright Office (or any successor office), as applicable, such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interests granted by the Company hereunder;

take any action to ensure that the Security Interests in the Collateral are enforceable, perfected (including, where possible, by control in addition to registration) and otherwise effective;

apply for registration, or give any notification, in connection with the Security Interests so that such Security Interests have the priority required by the Secured Parties; and

otherwise exercise the rights of the Secured Parties in connection with the Security Interests, in each case without the signature of a Securing Party or Holdco (unless such signature is required by applicable law) and naming a Securing Party or Holdco as debtor and the Security Trustee as secured party.

Except as otherwise provided in this Agreement or any other Security Document, the Security Trustee shall not be responsible for the creation, perfection, validity, sufficiency or enforceability of any Security Interest created or intended to be created hereby or pursuant hereto or for the maintenance or perfection of any such Security Interests; provided that the Security Trustee shall promptly execute all public deeds or other documents as required by applicable law and regulation in the various jurisdictions as reasonably requested by any Senior Creditor Group Representative, to duly create and register the Security Interests as provided for in this Article 3 (Security Interests). In the event that the Security Trustee takes any action under this Section 3.5 (Perfection and Maintenance of Security Interests), the Security Trustee shall promptly notify the applicable Securing Party thereof following the taking of such action.

With respect to Pledged Collateral:

each applicable Securing Party agrees to promptly deliver or cause to be delivered to the Security Trustee any and all Pledged Collateral in which the applicable Securing Party now has or hereafter acquires an interest (to the extent represented or evidenced by a certificate, instrument or other transferable document);

upon delivery to the Security Trustee, any certificate, instrument or document representing or evidencing Pledged Collateral shall be accompanied by undated membership interest, stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Security Trustee and duly executed in blank and by other instruments and documents as the Security Trustee may reasonably request; and

the Security Trustee, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Collateral in its own name as pledgee, or in the name of its nominee (as pledgee or as sub-agent).

The Security Interest granted to the Security Trustee hereunder consisting of personal property will be perfected (i) with respect to any Collateral that can be perfected by filing UCC financing statements, upon the filing of UCC financing statements in the filing offices identified in Schedule L (UCC Filing Offices), (ii) with respect to any Collateral constituting Securities Accounts or Deposit Accounts (excluding any escrow account established under the EPC Contract (T1/T2), EPC Contract (T3) or EPC Contract (Stage 3)) that can be perfected solely by control, upon execution of this Agreement, and (iii) with respect to any Collateral that can be perfected solely by possession, upon the Security Trustee receiving possession thereof in accordance with the requirements of this Agreement or another Security

The Securing Parties shall not take any action, and shall procure that Holdco take no action, that would or could reasonably be expected to have a material adverse effect on the perfection or first-ranking priority of the Security Interests, subject in each case to Permitted Liens to the extent specified herein; provided that the Securing Parties shall not be required to take any action to perfect security interests in Excluded Assets or otherwise listed as an exception to the perfection requirements of this Section 3.5 (Perfection and Maintenance of Security Interests).

Fair Labor Standards Act. Each Securing Party represents and warrants to and in favor of the Security Trustee and each of the other Secured Parties that any goods now or hereafter produced by the Securing Party or any of its Subsidiaries included in the Collateral have been and will be produced in compliance with the requirements in the Fair Labor Standards Act.

Rights in Collateral Prior to Security Enforcement Action

Subject to the provisions of Section 4.6(a) (Control and Investment of Funds in Accounts), notwithstanding the Security Interests created, and to be created, pursuant to the Security Documents, unless otherwise provided in this Agreement or another Finance Document, or unless the Security Trustee shall have delivered a Notice of Security Enforcement Action, in each case with respect to the relevant Collateral, the Securing Parties and Holdco shall retain and be entitled to exercise all of their respective rights relating to the Collateral including, and to the extent applicable to the relevant Person (but subject, in each case, to the terms and conditions of this Agreement and each other Finance Document), the following:

possessing and using the Project Facilities and other Project Property, receiving the revenues and profits to be derived therefrom, and altering or disposing of any part thereof;

exercising all rights arising from and relating to LNG SPAs, including amending LNG SPAs and instituting and settling proceedings to enforce their rights thereunder;

renewing, amending and cancelling insurance policies, making claims and instituting and settling proceedings against insurers thereunder;

transferring (in accordance with the Finance Documents) the interests of Holdco, receiving the profits to be derived from any interest in a Securing Party and exercising rights (including voting rights) as a member of the Company or CCL or CCP GP or a general or limited partner of CCP;

receiving payments of principal and interest on Subordinated Debt where payable thereunder in compliance with the terms of the applicable subordination agreement;

subject to the obligation to deposit the relevant amounts in the Insurance/Condemnation Proceeds Account under Section 5.2 (Insurance and Condemnation Proceeds), receiving payment of Insurance Proceeds and Condemnation Proceeds in respect of the Project Facilities and making claims and instituting and settling proceedings for the recovery thereof; and

exercising all rights arising from and relating to the Material Project Agreements and amending each of the Material Project Agreements, making waivers and elections thereunder and instituting and settling proceedings for the enforcement of rights thereunder.

Subject to the provisions of Section 4.6(a) (Control and Investment of Funds in Accounts), unless the Security Trustee shall have delivered a Notice of Security Enforcement Action, the Security Trustee and each Secured Party shall, at the request and sole cost of the Securing Parties, provide written confirmations or otherwise take such actions and do such things as may be reasonably necessary to enable the Securing Parties to exercise rights retained by them in the relevant Collateral that may be constrained, or perceived as constrained, by the existence of the Security Interests; provided, in each case, that no such confirmation, action or filing shall in the determination of the Secured Parties have any adverse effect on the legality, validity, priority and perfection of the Security Interests and shall not otherwise adversely affect the rights and remedies of the Secured Parties under the Finance Documents. The Secured Parties shall act in respect of the Collateral in accordance with this Agreement, including with respect to undertaking enforcement procedures in respect hereof.

Liability of Securing Parties Under Contracts or Agreements Included in the Collateral

each Securing Party shall remain liable under all agreements and contracts to which it is a party that are included in the Collateral and nothing contained herein or in any other Finance Document is intended to or shall be a delegation of duties to the Security Trustee or any Secured Party;

the exercise by any of the Secured Parties of any of their respective rights under this Agreement or any other Finance Document shall not release any Securing Party from any of its duties or obligations under any contracts or agreements that are included in the Collateral, except to the extent provided in the applicable Direct Agreement; and

none of the Secured Parties shall have any obligation or liability under any contracts or agreements that are included in the Collateral solely by reason of this Agreement or any other Finance Document, nor shall any of them thereby be obligated to:

perform any of the Securing Parties’ or Holdco’s obligations or duties thereunder;

make any inquiry as to the nature or sufficiency of any payment received by it; or

take any action or collect or enforce any rights or claim for payment under any such contract or agreement.

Release or Modification of Security Interests

The Security Interests granted to the Security Trustee by the Collateral Parties in any Collateral shall be released, and to the extent permitted under applicable law, shall be automatically released, in the following events:

in full upon termination of this Agreement pursuant to Section 12.1 (Termination);

in respect of any Project Property constituting Collateral that is sold, leased or otherwise disposed of as permitted under the terms of each Senior Debt Instrument then in effect (including, to the extent applicable, Section 12.17 (Sale of Project Property) of the Common Terms Agreement) and the other Finance Documents; provided that the proceeds of such sale, lease or disposition, as applicable, are applied in accordance with the Finance Documents;

upon any Project Property becoming Excluded Assets;

in respect of any Disbursement Account, at any time the Disbursement Account is closed as permitted in this Agreement; provided that no cash, Financial Assets or other property or investments (including Authorized Investments) remain on deposit or credited to such Disbursement Account at such time;

in respect of all cash, Financial Assets or other property credited to or held in any Senior Note Disbursement Account, investments (including any Authorized Investments) made with or arising out of such funds and all proceeds of the foregoing, if any conditions to the disbursement of such cash, Financial Assets or other property to the Company have not been either satisfied or waived and such cash, Financial Assets or other property are required, by the terms of the relevant Senior Debt Instrument, to be returned to the relevant Senior Noteholders, upon such return;

in respect of any proceeds of third party liability insurance permitted to be paid to third parties or proceeds of builder’s risk insurance or marine cargo permitted to be paid directly to the EPC Contractor pursuant to Section 5.2 (Insurance and Condemnation Proceeds); and

where directed by Requisite Secured Parties pursuant to Section 7.2(a) (Modification Approval Levels – Modifications to this Agreement).

In connection with any release pursuant to this Section 3.8 (Release or Modification of Security Interests):

The Security Trustee shall promptly (and the Secured Parties hereby authorize and direct the Security Trustee to) take such action and execute any such documents as may be reasonably requested by a Securing Party, at such Securing Party’s expense, in connection with the release of any Security Interests created by any Finance Document in respect of such property or asset.

To the extent a Security Trustee action or Decision is required or requested in connection with such release of Collateral, the Company shall deliver to the Security Trustee on or prior to the date of the proposed release a written request for release identifying the relevant Collateral to be released, together with a certification by the Company stating (and providing reasonable detail and other available supporting information) that such transaction is in compliance with the Finance Documents and that the Proceeds of such disposition shall be applied in accordance therewith.

The Secured Parties hereby authorize and instruct the Security Trustee (at the sole cost and expense of the Securing Parties) to amend the Security Documents and the Direct Agreements and execute and deliver any instruments, documents and agreements, and otherwise do all things necessary to accomplish, evidence and confirm the release of any Collateral pursuant to the foregoing provisions of this Section 3.8 (Release or Modification of Security Interests), all without the further consent or joinder of any Secured Party. In the event of any release of Collateral relating to the Accounts, the Security Trustee shall notify the Account Bank in writing.

CASH FLOW AND ACCOUNTS

General Principles

The Company has established and shall maintain, in the name of the Company, the Accounts in accordance with Section 4.3 (Accounts).

Each Guarantor hereby irrevocably grants authority to the Company to establish and maintain such Accounts on its behalf. As of the Stage 3 Closing Date, the Accounts details are set forth in Schedule H (Details of Accounts as of Stage 3 Closing Date). For the avoidance of doubt, (i) the Excluded Unsecured Accounts, if established, shall not constitute “Accounts” for purposes of this Agreement or any other Finance Document and none of the Securing Parties, Holdco, the Sponsor or any of their respective Affiliates shall be obliged to grant, create or maintain any Security Interest in relation to such accounts; (ii) the Individual Senior Noteholder Secured Account need only be established by the Company at the time amounts are required to be paid into such account in accordance with Section 4.5(j) (Deposits and Withdrawals – Mandatory Prepayment Senior Notes Account) or Section 3.2(b)(iii) (Security Interests to be Granted by the Securing Parties – Security Interests – Individual Senior Noteholder Secured Accounts), as applicable; (iii) the Disbursement Accounts may be closed following the expiry of the availability period of any Senior Debt Commitments that are to be disbursed therein; provided that any cash, Financial Assets or other property or investments (including Authorized Investments) credited to or on deposit in any Disbursement Account have been transferred to the Construction Account (prior to the Stage 3 Completion Date) or to the Senior Debt Service Reserve Account or the Revenue Account (after the Stage 3 Completion Date) and (iv) any escrow accounts established under the EPC Contract (T1/T2), EPC Contract (T3) or EPC Contract (Stage 3), shall not constitute “Accounts” for purposes of this Agreement or any other Finance Document but shall be subject to the Lien established pursuant to Section 3.2(b)(iii) (Security Interests to be Granted by the Securing Parties – Security Interests – General), subject to Section 3.5(n) (Perfection and Maintenance of Security Interests).

Neither the existence of the Accounts, nor the insufficiency of funds in any of them, nor any inability to apply any funds in them towards the relevant payment shall affect the obligation of the Securing Parties to make all payments required to be made to the Secured Parties or any of them on the due date for such payments in accordance with this Agreement or any other Finance Document.

No sum may be credited to, or withdrawn from, any Account except as expressly permitted or required by this Agreement.

The Company may from time to time grant the Manager a power of attorney or signature authority over the Accounts to administer such accounts on behalf of, and in the name of, the Company. The Company shall notify the Security Trustee and the Account Bank in writing of any such grant of authority to administer the Accounts promptly following such authorization. Without prejudice to any and all obligations and liabilities of the Company under this Agreement and any other Finance Document, it is acknowledged by each party hereto that, upon such written notification to the Security Trustee and the Account Bank, any reference in the Finance Documents to actions by the Company in respect of the Accounts shall be deemed to include, and permit, actions in respect of such Accounts by the Manager if authorized by the Company to administer the Accounts. If the Manager is authorized by the Company to administer the Accounts, the Company shall be liable for any such actions taken by the Manager as if the Company took each such action. Together with any such notice to the Account Bank, the Company shall provide an updated duly executed incumbency certificate or other written instructions showing the names, titles and specimen signatures of the Persons authorized on behalf of the Manager to take actions and provide certifications as required hereunder, including the execution and delivery of any Withdrawal and Transfer Certificate.

From and after the Closing Date, all of the Company’s funds have been and shall be held in (i) the Accounts; or (ii) to the extent such funds are to be used solely for the purposes described in the definition thereof, any Excluded Accounts.

From and after the Closing Date, the Company has not and shall not open or maintain accounts in its name, or cause accounts to be opened or maintained in its name, other than the Accounts and the Excluded Accounts. For the avoidance of doubt, the Excluded Accounts are not required to be maintained with the Account Bank.

Notwithstanding anything in this Agreement to the contrary, any payments and receipts of funds made between or among the Securing Parties shall be documented as payments and receipts within the books and records of the Securing Parties but shall not require a transfer of funds within the Accounts.

The Account Bank shall maintain records of all deposits into and transfers to and from the Accounts and all investment transactions effected by the Account Bank pursuant to the terms hereof, and any such recordation shall constitute prima facie evidence of the information recorded. The Account Bank shall promptly respond (during normal business hours) to requests by the Security Trustee and the Company for information regarding deposits, withdrawals, investments and transfers into, in respect of and among Accounts and balances in the Accounts. The Account Bank shall provide the Security Trustee and the Company with online access to review all account activities of the Accounts.

Authorized Investments

Authorized Investments. All funds in the Accounts shall only be invested in Authorized Investments and all funds in Excluded Accounts shall only be invested in Authorized Investments, unless otherwise required by applicable law, in which case such funds shall be invested in accordance with such applicable law. All references in this Agreement to Accounts and to cash, monies or funds therein or balances thereof shall include the Authorized Investments in which such monies are then invested and (without duplication) the proceeds of those investments.

Directing the Making of Investments. Pending the application of funds in accordance with Section 4.7 (Cash Waterfall) or as otherwise permitted, required or contemplated by this Agreement, any cash held in Accounts maintained hereunder shall be invested in Authorized Investments from time to time by the Account Bank at the expense and risk of the Company as directed in writing by the Company or the Security Trustee, in accordance with Section 4.6 (Control and Investment of Funds in Accounts); provided, however, that the Account Bank’s obligation to invest such amounts is conditioned upon receipt by the Account Bank of a valid Form W-9 of the Internal Revenue Service of the United States of America in accordance with clause (c) below. The right of the Company or the Security Trustee, as applicable, to direct the manner of investment includes the right (i) to direct the Account Bank to sell any Authorized Investment or hold it until maturity, (ii) upon any sale of any Authorized Investment, to direct the Account Bank to reinvest the proceeds thereof, plus any interest received by the Account Bank thereon, in Authorized Investments or to hold such proceeds and interest for application pursuant to the terms of this Agreement, and (iii) to exercise any voting rights with respect to any Authorized Investment. No Secured Party shall have any liability for any loss resulting from any such investment other than any such loss caused solely by such Secured Party’s willful misconduct, fraud or gross negligence as determined by a court of competent jurisdiction in a final and non-appealable judgment. The Account Bank shall have no obligation to invest funds in Authorized Investments in the absence of an instruction from the Company or the Security Trustee. Instructions received after 12:00 pm New York City time will be deemed received the next Business Day.

Earnings. All earnings on funds in any Account maintained hereunder shall be credited to the Company for tax reporting purposes. The Company shall provide the Account Bank with its taxpayer identification number, documented, to the extent necessary, by an appropriate executed Form W-9, upon execution of this Agreement. The Form W-9 shall, to the extent necessary, be renewed by the Company as required by the Internal Revenue Service of the United States of America and provided to the Account Bank.

Value of Authorized Investments. Authorized Investments credited to any Account shall be valued at their then-current market value.

Security Interest in Authorized Investments. Whenever the Company directs the Account Bank to purchase an Authorized Investment not represented or evidenced by certificates or instruments capable of possession, the Company shall notify the Security Trustee in writing of such directed purchase and, upon the request of the Security Trustee, the Account Bank will deliver such information to the Security Trustee as may be reasonably necessary to enable the Security Trustee to take all necessary action, including giving confirmations and notices to record the Security Trustee’s interest therein, as required by the UCC to perfect a first priority security interest therein (subject to Permitted Liens) for the benefit of the Security Trustee (on behalf of the Secured Parties). Without limiting the foregoing, whenever the Account Bank purchases an Authorized Investment which is a certificate of deposit, the Account Bank shall simultaneously or promptly thereafter notify the issuer of the certificate of deposit in writing as follows: Société Générale, as the Security Trustee for the Secured Parties, has a security interest in and pledge of the certificate(s) of deposit being purchased this day by Mizuho Bank, Ltd., as Account Bank and bailee on behalf of the Security Trustee and the other Secured Parties.

Accounts

The Company has established and maintains, and shall from time to time, including as required under this Agreement, establish and maintain (or cause the Account Bank to establish and maintain), in the name of the Company, the following segregated, secured, and non-interest-bearing accounts and any related sub-accounts (the “Accounts”):

one or more Loan Facility Disbursement Accounts into which disbursements of Loans shall be paid in accordance with Section 4.5(a) (Deposits and Withdrawals – Disbursements of Senior Debt);

if Senior Notes are issued, one or more Senior Note Disbursement Accounts (including any Senior Notes proceeds escrow account used for the purposes described in Section 4.5(a)(iii) (Deposits and Withdrawals – Disbursements of Senior Debt – Disbursements of Senior Debt – Escrow of Senior Notes Issued as Replacement Senior Debt)) (the “Senior Note Disbursement Accounts”) into which the proceeds of the sale of Senior Notes shall be paid in accordance with Section 4.5(a) (Deposits and Withdrawals – Disbursements of Senior Debt);

an Equity Proceeds Account, into which Equity Funding shall be deposited in accordance with Section 4.5(b) (Deposits and Withdrawals – Equity Proceeds Account);

a Construction Account, into which Equity Funding or Senior Debt received by the Securing Parties shall be deposited in accordance with Section 4.5(c) (Deposits and Withdrawals – Construction Account);

a Revenue Account, into which Cash Flows and other income, revenues and proceeds received by or on behalf of the Securing Parties shall be deposited in accordance with Section 4.5(d) (Deposits and Withdrawals – Revenue Account);

an Operating Account, established and operated as provided in Section 4.5(e) (Deposits and Withdrawals – Operating Account);

a Senior Debt Service Reserve Account, established and operated as provided in Section 4.5(i) (Deposits and Withdrawals – Senior Debt Service Reserve Account);

Expansion Accounts (if any), established and operated as provided in Section 4.5(k) (Deposits and Withdrawals – Expansion Accounts);

an Insurance/Condemnation Proceeds Account, established and operated as provided in Section 4.5(f) (Deposits and Withdrawals – Insurance/Condemnation Proceeds Account);

a Mandatory Prepayment Senior Notes Account (if required), established and operated as provided in Section 4.5(j) (Deposits and Withdrawals – Mandatory Prepayment Senior Notes Account);

an Additional Proceeds Prepayment Account, established and operated as provided in Section 4.5(g) (Deposits and Withdrawals – Additional Proceeds Prepayment Account);

[reserved];

[reserved]; and

a Senior Debt Service Accrual Account, established and operated as provided in Section 4.5(m) (Senior Debt Service Accrual Account).

Each Account shall be maintained with the Account Bank in the United States and shall be denominated in US Dollars.

In respect of such Accounts:

Each Account may include one or more sub-accounts established and maintained by the Company, subject to the process in sub-clause (ii) below. References in this Agreement to an Account shall apply equally to any sub-account under such Account and the restrictions and the Company’s obligations under this Agreement with respect to any sub-account shall be the same as its restrictions and obligations with respect to the associated Account. The Security Trustee shall have the same rights with respect to a sub-account as the associated Account.

Without prejudice to the other requirements of this Section 4.3 (Accounts), it is acknowledged by each party that although this Agreement refers to sub-accounts required or permitted to be maintained with the Account Bank, each such sub-account shall be a separate account (with its own unique number) and any reference to any such sub-account shall be construed accordingly. The sub-accounts shall be established and managed as follows:

the Company shall give the Security Trustee and the Account Bank at least 10 days’ prior written notice (commencing from the date when all information and forms required by sub-clause (B) below have been provided) of any sub-accounts that the Company intends to establish and maintain;

as a condition to the establishment of any additional sub-account, the Company shall provide or complete any customary information or forms required by the Account Bank;

each sub-account shall be identified with the particular Account to which it relates and shall be segregated from each other sub-account; and

each sub-account shall be secured in the same manner as the Accounts and withdrawals and transfers to and from each sub-account and any investments of cash or other properties and assets therein shall be subject to the same provisions of this Agreement as the principal Account associated with such sub-account.

As of the Stage 3 Closing Date, the Company has opened the Accounts as set forth on Schedule H (Details of Accounts as of Stage 3 Closing Date). The Company shall instruct the Account Bank to open any of the Accounts described in clause (a) above that have not been opened as of the Stage 3 Closing Date, as and when such Account is needed by the Company. The subsequent (i.e., after the date hereof) Accounts shall be established and managed as follows:

the Company shall give the Security Trustee and the Account Bank at least 10 days’ prior written notice (commencing from the date when all information and forms required by sub-clause (ii) below have been provided) of any Account that the Company intends to establish and maintain; and

as a condition to the establishment of any additional Account, the Company shall provide or complete any customary information or forms required by the Account Bank.

Procedures for Deposits and Withdrawals from Accounts

The following procedures shall apply to withdrawals and transfers of monies from the Accounts:

the Company shall be entitled to request withdrawals or transfers of monies from any Account at its discretion without providing a Withdrawal and Transfer Certificate as long as the Accounts are managed as set forth in clause (d) below;

the Company shall not be entitled to request withdrawals or transfers of monies from any Account without having provided a Withdrawal and Transfer Certificate authorizing such withdrawal and/or transfer during the continuation of an Event of Default; and

each withdrawal and transfer to and from Accounts shall in all cases be in accordance with Section 4.5 (Deposits and Withdrawals).

Any request to the Account Bank for a withdrawal or transfer from an Account (including, if a Withdrawal and Transfer Certificate is required as set forth in Section 4.4(a)(ii) (Procedures for Deposits and Withdrawals from Accounts)) shall:

be delivered to the Security Trustee and Account Bank, at least one Business Day prior to any withdrawal or transfer from any Account requested by the Company; provided that, if a transfer is to be made from the Revenue Account to the Operating Account for purposes of meeting cash collateral requirements under Permitted Hedging Instruments, the request for such transfer shall be delivered to the Security Trustee and Account Bank by no later than 12:00 p.m. New York time on the date of such transfer;

be duly executed or otherwise provided (including through an electronic portal if applicable) by an authorized signatory of the Company (including any Person so authorized by the Manager) who has been identified on a duly executed incumbency certificate or other written instructions showing the names, titles and specimen signatures of the Persons authorized to act on behalf of the Company (including any Person so authorized by the Manager) to take actions and provide certifications as required hereunder, including the execution and delivery of any requests to withdraw and transfer funds from the Accounts, including through a Withdrawal and Transfer Certificate; and

contain the following information:

each Account from which a withdrawal or transfer is requested and, for transfers, the relevant Account(s) to which, and/or other Person(s) to whom, such transfer is to be made; provided that, for the avoidance of doubt, any request may provide for multiple withdrawals from one or more Accounts and for a transfer or sequence of transfers;

the amount requested to be withdrawn or transferred from each Account;

the relevant date on which such withdrawal or transfer is to be made; and

the purpose for which the amount so withdrawn or transferred is to be applied (if not evident from the nature of the payment or identity of the intended payee).

If, on or prior to the relevant date of withdrawal or transfer, the Security Trustee reasonably believes that a request for a withdrawal or transfer of funds from an Account contains an error, the Security Trustee may (but shall have no obligation to do so unless otherwise instructed in accordance with any Finance Documents) object to such withdrawal or transfer by notifying the Company and the Account Bank in writing, following which the Company may make any corrections. If no objections are made, or if the error to which an objection relates to has been corrected, the Account Bank shall pay or transfer the amount(s) specified in the previously received or corrected withdrawal or transfer request, as applicable, by making such payment or transfer no later than the close of business New York time on the date set out in such withdrawal or transfer request for such payment, transfer or requested authorization thereof as applicable; provided that if the Account Bank does not receive the corrected request by 2:00 p.m. New York time on the date of withdrawal or transfer or requested authorization thereof, the Account Bank shall pay or transfer the amount(s) specified by the close of business New York time on the next succeeding Business Day following delivery of such request to the Account Bank.

The Company shall enter into an e-banking, or other similar agreement, with the Account Bank to enable the Company to directly manage withdrawals from each Account through online access (including by electronic wire transfer). The electronic banking system shall be established in a manner that permits the Account Bank to provide or otherwise make available to the Security Trustee, upon request, notifications and/or summaries of the activities regarding the Accounts.

Deposits and Withdrawals

Disbursements of Senior Debt

All disbursements of Senior Debt shall be paid directly (x) to a Loan Facility Disbursement Account in the case of the Loans (which may include separate Loan Facility Disbursement Accounts if required under the individual Facility Agreement) or (y) to a Senior Note Disbursement Account in the case of any Senior Notes; provided that:

(i) interest and commitment fees during the availability period under a Facility Agreement may be paid as set forth in such Facility Agreement, (ii) financing costs (including closing costs, upfront fees, original issue discount and other fees and expenses, commissions and discounts) payable to Senior Creditors in each case in connection with the incurrence of Senior Debt may be paid as set forth in the relevant Senior Debt Instrument, (iii) Mobilization Payments (as defined in the EPC Contract (Stage 3)) made on or about the Stage 3 Closing may be paid directly to the EPC Contractor, and (iv) disbursements used to fund the Senior Debt Service Reserve Account or reimburse Equity Funding as permitted in the applicable Senior Debt Instrument may be paid into the Senior Debt Service Reserve Account or to reimburse such Equity Funding as permitted in the applicable Senior Debt Instrument;

any Senior Debt may be disbursed directly into the Construction Account or used directly to pay Permitted Development Expenditures or for other purposes as are permitted in the Senior Debt Instrument for such Senior Debt (including, for the avoidance of doubt, by transferring amounts of Senior Debt to another Account, such as the Operating Account, prior to application of the Senior Debt to the purpose for which it is permitted to be applied if such Account is generally used by the Securing Parties to pay such amounts);

[reserved];

any disbursements of Replacement Senior Debt may be applied, in each case as permitted by each Senior Debt Instrument then in effect, directly to repay the Senior Debt that such Replacement Senior Debt is replacing and for other purposes for which such Replacement Senior Debt is permitted to be used under the Finance Documents; and

Working Capital Debt may be applied directly for the purposes for which it was incurred (including, for the avoidance of doubt, by transferring amounts of Senior Debt to another Account, such as the Operating Account, prior to application of the Senior Debt to the purpose for which it is permitted to be applied if such Account is generally used by the Securing Parties to pay such amounts).

The Company shall apply the proceeds of any disbursement of Senior Debt as permitted in the relevant Senior Debt Instrument.

Disbursements of Senior Debt – Escrow of Senior Notes Issued as Replacement Senior Debt

Notwithstanding any other provision in the Finance Documents, with respect to any Replacement Senior Debt incurred pursuant to the issuance of Senior Notes under any Indenture, the Company may at its option hold the proceeds of such Indebtedness in a Senior Note Disbursement Account in escrow for not more than a 30-day escrow period for the purpose of effecting the Senior Debt replacement.

In connection with such escrow arrangements, the Company shall have the right, at any time prior to the end of the escrow period, to deposit cash and/or Authorized Investments into the Senior Note Disbursement Account using funds available at the fourth level of the cash waterfall pursuant to Section 4.7(a)(iv) (Cash Waterfall) to pay (1) the transaction fees and expenses related to the Senior Note issuance and escrow arrangement and (2) interest that is due in respect of the escrowed amount from the date of the deposit until the end of the escrow period or the date the escrowed amount is withdrawn from the Senior Note Disbursement Account, whichever is earlier.

Such Senior Note Disbursement Account shall be subject to a Lien pursuant to Section 3.2(c)(ii) (Security Interests to be Granted by the Securing Parties – Security Interests – Individual Senior Noteholder Secured Accounts) solely for the benefit of the Senior Noteholders who purchase such Senior Notes (and not any other Senior Creditors); provided that such proceeds shall be used only to either effect a disbursement of Replacement Senior Debt and repay existing Senior Debt or to repay the relevant Senior Noteholders at the end of the relevant escrow period.

During the relevant escrow period such Senior Noteholders shall not have recourse to the Security Interests, the Securing Parties or any assets of the Company (including the Project Property) in respect of repayment of such Indebtedness, other than in respect of the security granted over the applicable Senior Notes Disbursement Account into which the proceeds of such issuance are paid.

For the avoidance of doubt, during the relevant escrow period, the proceeds of any such Senior Notes held in such Senior Notes Disbursement Account shall not be counted as Indebtedness for the purposes of determining any ratio under the Common Terms Agreement (including any ratios required to be met as a condition to the incurrence of such Replacement Senior Debt) and the Company shall not be in breach of any undertakings set forth in Article 12 (Loan Party Covenants) of the Common Terms Agreement or trigger any Loan Facility Event of Default solely as a result of the arrangements contemplated in sub-clause (iii) (Disbursements of Senior Debt – Escrow of Senior Notes Issued as Replacement Senior Debt) and this sub-clause (iv).

Equity Proceeds Account

Equity Funding (including, subject to compliance with Section 4.7 (Cash Waterfall) and Section 4.8 (Accounts During the Continuation of a Declared Event of Default), Cash Flow to be applied towards costs and expenditures of the Development) not otherwise committed to other expenditure for the Development may be deposited into the Equity Proceeds Account for transfer into the Construction Account, an Expansion Equity Proceeds Account or Expansion Construction Account for application towards Permitted Development Expenditures, an Expansion (including the Stage 3 Development) or otherwise in connection with the Development; provided that the Company may also deposit Equity Funding into an Expansion Equity Proceeds Account in accordance with clause (k) (Expansion Accounts) below.

Construction Account

The Company may, from time to time, deposit Equity Funding and Senior Debt proceeds directly into the Construction Account (which may be deposited directly or transferred from the Equity Proceeds Account or a Disbursement Account, as applicable). Any proceeds drawn from a letter of credit issued in respect of the EPC Contract (Stage 3) will be deposited in the Construction Account.

Funds in the Construction Account shall be used for Project Costs.

Funds in the Construction Account may also be used for Permitted Completion Costs. If the Company fails to withdraw or transfer funds to pay Permitted Completion Costs, the Security Trustee is hereby authorized, but shall not be obligated, to direct, in writing, the Account Bank to transfer or withdraw amounts from the Construction Account necessary to pay Permitted Completion Costs that are, from time to time, due and payable and are not in dispute.

Equity Funding allocated by the Company for Permitted Development Expenditures or an Expansion, proceeds of Expansion Senior Debt incurred to finance Permitted Development Expenditure or an Expansion, and other amounts permitted to be used for Permitted Development Expenditures or an Expansion and allocated by the Company for such expenditures shall be deposited into the Construction Account or any Expansion Construction Account for application towards Permitted Development Expenditures or an Expansion or may be used directly to pay for Permitted Development Expenditures or an Expansion.

The Construction Account may (but need not) be closed at the determination of the Company after all Permitted Completion Costs have been paid and all funds therein have been transferred first to the Senior Debt Service Reserve Account until fully funded up to the then-applicable Reserve Amount and second to the Revenue Account. If such Account is closed as set forth herein by providing written notice to the Account Bank, the Company may subsequently re-establish an account that is designated as the Construction Account if required for any of the expenditures described in sub-clause (vi) above upon satisfaction of the requirements in Sections 4.3(d)(i) and (ii) (Accounts) above.

Revenue Account

All Cash Flows and all other income, revenues and proceeds (including Delay Liquidated Damages, except for any such Delay Liquidated Damages deposited in the Construction Account pursuant to a draw on a contractor letter of credit as provided in clause (c)(i) above, and Business Interruption Insurance Proceeds) received by or on behalf of the Securing Parties, and not required to be deposited into another Account, shall be paid into the Revenue Account.

Funds shall be withdrawn from the Revenue Account as provided in Section 4.7 (Cash Waterfall) and Section 4.8 (Accounts During the Continuance of a Declared Event of Default).

Operating Account

The Operating Account shall be funded as provided in Section 4.7 (Cash Waterfall) and Section 4.8 (Accounts During the Continuation of a Declared Event of Default) and shall be used to pay Operation and Maintenance Expenses of the Securing Parties that are due and in a manner consistent with the obligations of the Securing Parties under the Finance Documents then in effect. In addition to the foregoing, Senior Debt proceeds that are permitted to be used to pay Operation and Maintenance Expenses under the terms of the applicable Senior Debt Instrument may be funded directly, or from a Disbursement Account or the Construction Account, into the Operating Account.

The Company will use commercially reasonable efforts to limit transfers made to the Operating Account to twice per month, if required and requested by the Account Bank, in order to accommodate the operations of the Account Bank.

Insurance/Condemnation Proceeds Account

Insurance Proceeds, Condemnation Proceeds and Performance Liquidated Damages, except for any such Delay Liquidated Damages deposited in the Construction Account pursuant to a draw on a contractor letter of credit as provided in clause (c)(i) above, received by any Securing Party shall be deposited in the Insurance/Condemnation Proceeds Account.

Net Cash Proceeds (other than proceeds from asset sales permitted under the Senior Debt Instruments, including Section 12.17 (Sale of Project Property) of the Common Terms Agreement) shall be deposited into the Insurance/Condemnation Proceeds Account and may be transferred to the Additional Proceeds Prepayment Account if required as set forth in sub-clause (g)(ii) below.

Amounts in the Insurance/Condemnation Proceeds Account shall, subject to Section 4.4 (Procedures for Deposits and Withdrawals from Accounts), be applied for the purposes set forth in and in accordance with Section 5.2 (Insurance and Condemnation Proceeds) and Section 5.3 (Performance Liquidated Damages), as applicable.

Additional Proceeds Prepayment Account

Net Cash Proceeds (other than proceeds from asset sales permitted under the Senior Debt Instruments, including Section 12.17 (Sale of Project Property) of the Common Terms Agreement) shall be deposited in or transferred to the Additional Proceeds Prepayment Account when required to be used to make mandatory prepayments pursuant to Section 3.4(a)(vii) (Mandatory Prepayments – Net Cash Proceeds from the Sale of Project Property) of the Common Terms Agreement.

Any amount remaining on deposit in the Additional Proceeds Prepayment Account in excess of a required mandatory prepayment may be transferred to the Revenue Account.

[Reserved]

Senior Debt Service Reserve Account

As of the date hereof, the Senior Debt Service Reserve Account has been funded by the issuance of Acceptable Debt Service Reserve LCs for the benefit of the Security Trustee under the Working Capital Facility Agreement in an amount equivalent to the Reserve Amount as of the Stage 3 Closing Date. Following the date hereof, in accordance with Section 4.7 (Cash Waterfall) or Section 4.8 (Accounts During the Continuance of a Declared Event of Default), the Company shall continue to cause the Senior Debt Service Reserve Account to be funded up to the then-applicable Reserve Amount, from Cash Flows in accordance with Section 4.7 (Cash Waterfall) or Section 4.8 (Accounts During the Continuance of a Declared Event of Default), Equity Funding and/or obtaining additional Acceptable Debt Service Reserve LCs.

Prior to making any Restricted Payments and on any Payment Date, to the extent there is a Senior Debt Reserve Shortfall, the Securing Parties shall transfer to the Senior Debt Service Reserve Account from the Revenue Account in accordance with the fifth level of priority as set forth in Section 4.7 (Cash Waterfall), an amount equal to such Senior Debt Reserve Shortfall. Other than in respect of the requirement set forth in sub-clause (i) above, the Securing Parties shall not be obligated to make any such Senior Debt Reserve Shortfall payment to the extent the balance of the Revenue Account is insufficient to make such payment and the failure to make the full amount of such Senior Debt Reserve Shortfall payment, to such extent and in the circumstances described in this sub-clause (ii), shall not itself constitute an Event of Default. The Company shall give the Security Trustee and the Intercreditor Agent prompt notice if less than 100% of the then-applicable Reserve Amount has been deposited in the Senior Debt Service Reserve Account on or prior to the applicable date.

Funds in the Senior Debt Service Reserve Account may be replaced by an Acceptable Debt Service Reserve LC.

The Senior Debt Service Reserve Account shall be used to pay Senior Debt Obligations then due if there would otherwise be no funds available in the Senior Debt Service Accrual Account or the Revenue Account to meet such Senior Debt Obligations in accordance with the priority set forth in Section 4.7 (Cash Waterfall).

Funds in the Senior Debt Service Reserve Account in excess of the Reserve Amount may be transferred to the Revenue Account.

Mandatory Prepayment Senior Notes Account

The Company shall be entitled to establish a segregated account or accounts, if so required under any Indenture, that are secured solely for the benefit of Senior Noteholders and into which such Senior Noteholders’ pro rata share of a mandatory prepayment may be deposited rather than paid to such Senior Noteholders, any such account a “Mandatory Prepayment Senior Notes Account.” Such deposits shall be retained in such Mandatory Prepayment Senior Notes Account during the pendency of any related mandatory redemption offer in respect of any Senior Notes and as otherwise may be required during the tenor of such Senior Notes, in each case for prepayment of the applicable Senior Notes to the extent required by the terms of the relevant Indenture, as applicable. The establishment of any such Mandatory Prepayment Senior Notes Account shall be subject to satisfaction of the requirements in Sections 4.3(d)(i) and (ii) (Accounts) above.

Only the Senior Noteholders (or their Senior Creditor Group Representative) of the applicable Senior Debt Obligation secured by a Mandatory Prepayment Senior Notes Account may direct the Security Trustee with respect to such Mandatory Prepayment Senior Notes Account.

Expansion Accounts

The Company may deposit Equity Funding (which shall be in addition to any Equity Funding contemplated in the Base Case Forecast for any Train then under construction), into an Expansion Equity Proceeds Account or an Expansion Construction Account to fund (directly or through a transfer from the Expansion Equity Proceeds Account to the Expansion Construction Account):

front-end engineering, development and design work, early works or pre-construction activities;

preparation and submission for Permits related to any such expansion; or

Permitted Development Expenditures.

When permitted under the Senior Debt Instruments (including Section 7.2 (Expansion Contracts) of the Common Terms Agreement), the Company may deposit Equity Funding, which is in addition to the Equity Funding contemplated in the Base Case Forecast in connection with the development of the first three Trains, into an Expansion Equity Proceeds Account or an Expansion Construction Account (directly or through a transfer from the Expansion Equity Proceeds Account to the Expansion Construction Account) to fund an Expansion.

Upon the incurrence of any Expansion Senior Debt, the Company may deposit such Expansion Senior Debt into an Expansion Disbursement Account for transfer into an Expansion Construction Account to fund an Expansion.

After completion of an Expansion, the Company shall transfer funds from the Expansion Construction Account to the Revenue Account in a manner similar to the processes set forth in Section 4.5(c) (Construction Account).

Deposits and withdrawals of funds from the Expansion Disbursement Accounts, Expansion Equity Proceeds Accounts and Expansion Construction Accounts with respect to the Expansion shall be made consistent with the terms set forth herein for deposits and withdrawals of funds for Disbursement Accounts, Equity Proceeds Accounts and Construction Accounts, respectively, with appropriate changes to reflect the terms of the Expansion.

[Reserved]

Senior Debt Service Accrual Account

The Company shall establish a segregated, secured Senior Debt Service Accrual Account and amounts may be deposited in, or transferred or credited to, the Senior Debt Service Accrual Account in accordance with Section 4.7(a)(ix) (Cash Waterfall).

Funds may be withdrawn from the Senior Debt Service Accrual Account at any time; provided that any such funds shall be applied to the payment of Senior Debt Obligations or paid into the Revenue Account for application in accordance with Section 4.7(a) (Cash Waterfall), as the case may be.

Control and Investment of Funds in Accounts

Unless the Security Trustee has received notice as set out in Section 6.1(b) (Security Trustee Action Generally – Control of Accounts) that a Loan Facility Declared Default, Indenture Declared Default or any other Declared Event of Default has occurred and is Continuing, and until a notice is delivered to the Account Bank pursuant to clause (b) below, the Company shall have the sole right to take the following actions (on the terms and subject to the conditions and requirements hereof), including, when required, pursuant to the instruction to the Account Bank:

to withdraw and transfer any funds in the Accounts in accordance with Section 4.7 (Cash Waterfall) and the other Sections of this Agreement, including in each case subject to the satisfaction of Section 4.4 (Procedures for Deposits and Withdrawals from Accounts); and

to invest any funds in the Accounts in Authorized Investments (and from time to time to direct the variation or redemption of any such investments), in each case subject to the requirements of Section 4.2 (Authorized Investments).

If a Loan Facility Declared Default, Indenture Declared Default or any other Declared Event of Default has occurred and is Continuing and notification of such event has been provided in accordance with Section 6.1(b) (Security Trustee Action Generally – Control of Accounts):

the Security Trustee shall deliver a notice to the Account Bank (with a copy to the Company and each Senior Creditor Group Representative) directing it to cease accepting instructions from, and providing management access to, the Company (and, if relevant, from the Manager to whom the Company

following delivery of such notice, the Security Trustee shall direct the Account Bank to:

apply the funds in the Accounts in accordance with Section 4.8 (Accounts During the Continuance of a Declared Event of Default); and

invest any funds in the Accounts only in Authorized Investments (at the risk and the expense of the Company); provided that the Security Trustee is hereby authorized to direct the Account Bank to liquidate any investment to the extent that after application of all other funds, liquidation of such investment is necessary to make such withdrawal or transfer and the Security Trustee shall use its reasonable efforts to direct the Account Bank in liquidating investments in a manner that minimizes interest costs and penalties,

The Company irrevocably authorizes the Account Bank to comply with any notice delivered by the Security Trustee pursuant to sub-clause (b)(i) above even if the Company objects to them in any way, and agrees that the Account Bank may apply any funds in the Accounts in accordance with such instructions. Company further agrees that after the Account Bank receives a notice from the Security Trustee pursuant to sub-clause (b)(i) above, the Company shall not have access to, and shall not be entitled to instruct the Security Trustee or the Account Bank with respect to, any Accounts or the funds and Authorized Investments credited thereto.

Upon the receipt of a Cessation Notice relating to all outstanding Declared Events of Default, the Security Trustee shall deliver a notice to the Account Bank with a copy to the Company directing it once again to take instructions from the Company in accordance with clause (a) above rather than exclusively from the Security Trustee.

The Account Bank shall not, under any circumstances:

be responsible for any loss, cost or expense suffered by any Person in respect of any actions in relation to the acquisition, disposal, deposit or delivery of the Authorized Investments other than for its own gross negligence, fraud or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment; or

have any obligation to advise the Company on, or to select, manage, investigate or monitor, any Authorized Investments or the purchase or sale thereof.

All documents of title or other documentary evidence of ownership with respect to the Authorized Investments shall be held in the custody of the Account Bank, or, if a Declared Event of Default has occurred and is Continuing, and the Security Trustee so directs, if any such document or other evidence is then in or thereafter comes into the possession or control of the Account Bank, the Account Bank shall deliver the same to the Security Trustee. If any documents of title or other documentary evidence of ownership with respect to the Authorized Investments comes into the possession and/or control of the Company, the Company shall immediately hand over such documents to the custody of the Account Bank or, if a Declared Event of Default has occurred and is Continuing, and the Security Trustee so directs, the Security Trustee.

The Company and the Security Trustee agree that, as between the Company and the Security Trustee on the one hand and the Account Bank on the other hand, other than for its own gross negligence, fraud or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment, the Account Bank shall have no responsibility whatsoever to ensure that the amounts deposited in and withdrawn from the Accounts are deposited or withdrawn in accordance with the terms of this Agreement. For the avoidance of doubt, the Company and, solely to the extent that it has taken control of and continues to control the Accounts as permitted hereunder, the Security Trustee shall be responsible for ensuring that the amounts deposited in and withdrawn from the Accounts are deposited or withdrawn in accordance with the terms of this Agreement. As between the Account Bank and the other Parties, the Company shall be solely responsible for its own filing (or causing the filing) of tax returns and reports on any transaction in respect of any Authorized Investments or relating to any Authorized Investment as may be required by any Governmental Authority or by any authority of any other nation or government or a state or other political subdivision thereof.

Any reference in this Agreement to “the Company or the Security Trustee, as the case may be” or words of similar effect means the Company, when it is entitled to give instructions pursuant to clauses (a) and (c) above, and the Security Trustee, when, during the Continuance of a Declared Event of Default, the Account Bank has been instructed to cease accepting instructions from the Company.

Cash Waterfall

Unless a Loan Facility Declared Default, Indenture Declared Default or any other Declared Event of Default occurred and is Continuing, pursuant to Section 4.6(a) (Control and Investment of Funds in Accounts), the Company may, at the following times, withdraw, or request or instruct the Account Bank to withdraw, as applicable, funds from the Revenue Account and, where contemplated below, the Senior Debt Service Accrual Account or the Senior Debt Service Reserve Account, and shall procure that such funds be applied in the following order of priority and solely for the following purposes:

first, from time to time, to transfer to the Operating Account for the payment of Operation and Maintenance Expenses:

the sum of (1) all Operation and Maintenance Expenses then due and unpaid, if any, and (2) Operation and Maintenance Expenses reasonably estimated at the time of such transfer by the Company to become due and payable in accordance with the Company’s regular payment procedures within the next 60 days; less

any funds in respect of such Operation and Maintenance Expenses that are on deposit in the Operating Account (including its sub-accounts) and available for the payment of Operation and Maintenance Expenses;

second, from time to time, for Secured Party Fees then due and payable to the Secured Parties pursuant to any Finance Document;

third, on a Payment Date, for payments of Senior Debt Obligations then due and payable (other than Senior Debt Obligations expressly payable at a higher or lower level of the cash waterfall pursuant to this Section 4.7(a) (Cash Waterfall)) on a pro rata basis to all Senior Creditors entitled thereto (to the extent not funded from funds available in a Disbursement Account or by “book entry” under a Facility Agreement);

the order of payments of Senior Debt Obligations shall be:

first, for interest payments and costs due and payable on the Senior Debt Obligations and scheduled payments pursuant to Permitted Hedging Instruments that are secured by Security Interests and rank pari passu with the Senior Debt Obligations;

second, for scheduled principal payments on the Senior Debt Obligations and Hedging Termination Amounts payable pursuant to Permitted Hedging Instruments that are secured by the Security Interests and rank pari passu with the Senior Debt Obligations; and

third, for payment of any other Senior Debt Obligations due and payable;

such payments shall be made:

first, from the Senior Debt Service Accrual Account;

second, from the Revenue Account; and

third, from the Senior Debt Service Reserve Account (to the extent of any deficiency in funds available in the Senior Debt Service Accrual Account and Revenue Account);

fourth, from time to time, for Permitted Finance Costs then due and payable;

fifth, on any Payment Date and on any date on which a Restricted Payment is made, to satisfy any Senior Debt Reserve Shortfall by making a transfer to the Senior Debt Service Reserve Account;

sixth, on a Payment Date, for any mandatory prepayments under any Senior Debt Instrument not payable out of a specific Account that are then due and payable and excluding any mandatory prepayments pursuant to Section 3.4(a)(viii) (Mandatory Prepayments – Restricted Payments) of the Common Terms Agreement;

the order of payments shall be:

first, for any mandatory prepayments made on a pro rata basis to all the Senior Creditors; and

second, for any individual mandatory prepayments payable on a non-pro rata basis;

seventh, from time to time for any Permitted Payment;

eighth, from time to time, to make voluntary prepayments of Loans or voluntary redemptions of any Senior Notes, including Permitted Hedging Liabilities associated with such prepayments, in each case in accordance with the Senior Debt Instruments then in effect (including Section 3.5 (Voluntary Prepayment) of the Common Terms Agreement); and

ninth, to make other payments as and when permitted by the Finance Documents, including (A) for deposit into the Senior Debt Service Accrual Account and (B) for (x) deposit into the Equity Proceeds Account or into the Expansion Equity Proceeds Account or (y) Restricted Payments if, in each case under this clause (B)(y), the conditions for Restricted Payments under each Senior Debt Instrument are satisfied; provided that if the circumstances set forth in Section 3.4(a)(viii) (Mandatory Prepayments – Restricted Payments) of the Common Terms Agreement apply on any Quarterly Payment Date, payments shall be made at this level of the waterfall as set forth in Section 3.4(a)(viii) (Mandatory Prepayments – Restricted Payments) of the Common Terms Agreement.

With respect to each level and sub-level of the cash waterfall set forth in clause (a) above, if the amount available for payment of Senior Debt Obligations required to be paid at such level or sub-level of the cash waterfall, is insufficient to pay all amounts then required to be paid, such payments shall be made on a pari passu, pro rata basis to the applicable Secured Parties entitled to a payment at such level or sub-level of the cash waterfall. Any Withdrawal and Transfer Certificate provided in respect of any such payment shall specify the pro rata allocation to be made by the Account Bank to the applicable Secured Parties.

Accounts During the Continuance of a Declared Event of Default

If a Loan Facility Declared Default, Indenture Declared Default or any other Declared Event of Default has occurred and notification of such event has been provided to the Security Trustee and prior to any Enforcement Action, subject to and in accordance with Section 4.6(b) (Control and Investment of Funds in Accounts) and Section 4.6(c) (Control and Investment of Funds in Accounts), the Security Trustee shall cause the available funds in the Accounts (other than the Insurance/Condemnation Proceeds Account) to be applied in accordance with the order of priority in the first to sixth levels of priority in the waterfall in Section 4.7 (Cash Waterfall) above.

During the Continuation of a Declared Event of Default, the Company shall deliver to the Security Trustee and the Independent Engineer at least 10 Business Days prior to the beginning of each calendar month a certificate setting forth its good-faith estimate of the amount of Restricted Operation and Maintenance Expenses that are expected to become due and payable during such calendar month. The Security Trustee shall direct the application of funds in the Secured Accounts (other than the Insurance/Condemnation Proceeds Account) by delivery of a written instruction to the Account Bank, as provided in such certificate unless, within eight Business Days after its delivery, the Independent Engineer, by written notice to the Security Trustee with a copy to the Company, objects to the proposed application set forth in such certificate in which case funds shall be applied to Restricted Operation and Maintenance Expenses as reasonably specified in writing by the Independent Engineer.

With respect to each level and sub-level of the cash waterfall set forth in clause (a) above, if the amount available for payment of Senior Debt Obligations required to be paid at such level or sub-level of the cash waterfall is insufficient to pay all amounts then required to be paid, such payments shall be made on a pari passu, pro rata basis to the applicable Secured Parties entitled to a payment at such level or sub-level of the cash waterfall.

Acceptable Debt Service Reserve LC

An Acceptable Debt Service Reserve LC has been delivered to the Security Trustee by the Company on or prior to the Stage 3 Closing in an amount sufficient to cover the Reserve Amount as of the Stage 3 Closing Date. The Company or a direct or indirect parent company of the Company (including the Sponsor) may from time to time cause to be delivered to the Security Trustee an Acceptable Debt Service Reserve LC instead of, or to replace, any then-issued Acceptable Debt Service Reserve LC or any cash or Authorized Investments deposited in or credited to the Senior Debt Service Reserve Account (including to cover any incremental portion of the Reserve Amount that is required to be maintained from time to time in the Senior Debt Service Reserve Account under the Finance Documents). When an Acceptable Debt Service Reserve LC is delivered to the Security Trustee to replace cash or Authorized Investments already deposited in the Senior Debt Service Reserve Account, the replaced cash or Authorized Investments shall be transferred directly to the parent company providing such Acceptable Debt Service Reserve LC or, if the Company has provided such Acceptable Debt Service Reserve LC, to any Account designated by the Company, upon the satisfaction of the conditions in and pursuant to clause (c) below. For the avoidance of doubt, the Company may procure such Acceptable Debt Service Reserve LC under any Working Capital Debt or other Indebtedness permitted to be incurred by the Loan Parties under the Finance Documents.

The Person(s) providing the Acceptable Debt Service Reserve LC shall provide the Security Trustee notice in writing at least three Business Days (if any new Acceptable Debt Service Reserve LC is in the form of any existing Acceptable Debt Service Reserve LC other than for changes in the face amount) and five Business Days (if the form of the Acceptable Debt Service Reserve LC is otherwise different

Following provision of the notice referred to in clause (b) above, if the following conditions are satisfied:

the Acceptable Debt Service Reserve LC satisfies the requirements of the definition thereof;

the Person(s) providing such Acceptable Debt Service Reserve LC has provided the original Acceptable Debt Service Reserve LC to the Security Trustee; and

no Event of Default has occurred and is Continuing;

The Security Trustee shall be allowed to draw down an Acceptable Debt Service Reserve LC, without consent from any other Person, and deposit the proceeds thereof into the Senior Debt Service Reserve Account (or, following the initiation of Security Enforcement Action in accordance with this Agreement, into such other account identified by the Security Trustee) if:

it is not renewed or replaced with cash from the provider(s) thereof of equivalent value or other Acceptable Debt Service Reserve LC or if the Security Trustee has not received notice from the issuing bank of such Acceptable Debt Service Reserve LC that it shall extend the expiration date or renew it, in each case by at least 30 days prior to its expiration date;

the entity issuing the Acceptable Debt Service Reserve LC is downgraded and no longer qualifies as an Acceptable Bank and the provider(s) thereof does not, within 15 days following such downgrade, either replace such issuing entity with an Acceptable Bank or replace the Acceptable Debt Service Reserve LC with Authorized Investments or cash (which may be cash provided by the provider(s) thereof or from Restricted Payments that the Company is entitled to make or the provider(s) of such Acceptable Debt Service Reserve LC is entitled to receive);

the letter of credit otherwise fails to qualify as an Acceptable Debt Service Reserve LC and is not replaced with another Acceptable Debt Service Reserve LC, Authorized Investments or cash (which may be cash provided by the provider(s) thereof or from Restricted Payments that the Company is entitled to make or the provider(s) of such Acceptable Debt Service Reserve LC is entitled to receive);

to pay any amount that may be paid from the Senior Debt Service Reserve Account pursuant to Section 4.5(i) (Deposits and Withdrawals – Senior Debt Service Reserve Account);

the entity issuing the Acceptable Debt Service Reserve LC does not provide its consent to a transfer of such Acceptable Debt Service Reserve LC to a replacement Security Trustee and such Acceptable Debt Service Reserve LC is not replaced prior to the resignation or removal of the Security Trustee in accordance with Section 8.7 (Resignation, Removal and Replacement of Security Trustee) becoming effective;

without any limitation on the Security Trustee’s right and power to draw on the Acceptable Debt Service Reserve LC in accordance with this clause (d), unless a Declared Event of Default is Continuing, the Company shall be entitled to request the Security Trustee to draw down such Acceptable Debt Service Reserve LC at any time and deposit cash from such drawdown into the Senior Debt Service Reserve Account, whereupon the Security Trustee shall promptly comply with such request; provided that, in the event of any conflict between the requirements of the other sub-clauses of this clause (d) and any request pursuant to this sub-clause (vi), the requirements of the other sub-clauses shall prevail and control; and

without limiting any of the foregoing, at any time following delivery of a Notice of Security Enforcement Action by the Security Trustee pursuant to Section 6.2(f) (Initiation of Security Enforcement Action – Notice of Security Enforcement Action).

Subject to Sections 8.1(a) and (b) (Appointment and Duties), 8.20(b) (Compliance) and any other provision of this Agreement relating to the Security Trustee’s exercising its rights, powers and discretions hereunder, if any issuer of any Acceptable Debt Service Reserve LC fails to make payment when due following a demand from the Security Trustee, the Security Trustee shall, unless prevented by applicable law, and without prejudice to the provisions of Article 8 (The Security Trustee), pursue its remedies against such defaulting issuer to the extent permitted

Once provided, the Acceptable Debt Service Reserve LC shall be maintained for the benefit of the Senior Debt Service Reserve Account except to the extent that:

the Acceptable Debt Service Reserve LC is replaced with cash and/or Authorized Investments or with Restricted Payments that the Company is entitled to make or that the provider is entitled to receive;

the Acceptable Debt Service Reserve LC is fully drawn by the Security Trustee in accordance with clause (d) above; or

the Acceptable Debt Service Reserve LC (or any part thereof) is replaced with another Acceptable Debt Service Reserve LC, cash and/or Authorized Investments in accordance with clause (g) below.

A Person providing an Acceptable Debt Service Reserve LC may, upon five Business Days’ prior written notice to the Security Trustee replace (in whole or in part) on a dollar-for-dollar basis any Acceptable Debt Service Reserve LC procured by it with (A) another Acceptable Debt Service Reserve LC or (B) cash for deposit and/or Authorized Investments for credit into the Senior Debt Service Reserve Account, which shall be cash and/or Authorized Investments provided by the provider(s) thereof or from Restricted Payments that the Company is entitled to make or the provider(s) of such Acceptable Debt Service Reserve LC is entitled to receive.

Upon any changes to the amount, status or nature of any Acceptable Debt Service Reserve LC, including:

the transfer of cash and/or Authorized Investments from the Senior Debt Service Reserve Account to the provider of the Acceptable Debt Service Reserve LC upon the provision of any Acceptable Debt Service Reserve LC in accordance with clause (c) above;

the cancellation, return or drawdown of any Acceptable Debt Service Reserve LC, in each case in accordance with the terms of this Agreement (including pursuant to any of the events described in clause (f) above); or

any replacement of any Acceptable Debt Service Reserve LC with another Acceptable Debt Service Reserve LC, cash and/or Authorized Investments or any change to the entity providing such Acceptable Debt Service Reserve LC;

Adequate Instruction; Sufficiency of Funds

Notwithstanding anything to the contrary contained in this Agreement, in the event that the Account Bank receives any monies in respect of any Securing Party or the Development without adequate instruction as to the Account into which such monies are to be deposited, the Account Bank shall promptly deposit such monies into the Revenue Account, keeping such records as may be necessary to adequately distinguish such monies from other funds held in such Account, and shall immediately thereafter notify the Company and the Security Trustee of the receipt of such monies. Upon written instruction from the Company, unless the Security Trustee has received notice as set out in Section 6.1(b) (Security Trustee Action Generally – Control of Accounts) that a Loan Facility Declared Default, Indenture Declared Default or any other Declared Event of Default has occurred and is Continuing, the Security Trustee or the Account Bank (if applicable) shall transfer any such monies to the corrected Account specified by the Company or the Security Trustee in a written notice delivered to the Account Bank.

Notwithstanding anything to the contrary contained in this Agreement, to the extent that there are insufficient funds in the relevant Account to make a payment, transfer or withdrawal requested from such Account, the Account Bank shall promptly notify the Security Trustee and the Company of such deficiency. In such event, the Account Bank shall make such payment, transfer or withdrawal to the extent of the available funds in the specified Account unless it has received written instructions not to make such payment from the Security Trustee (or the Company, unless the Security Trustee has received notice as set out in Section 6.1(b) (Security Trustee Action Generally – Control of Accounts) that a Loan Facility Declared Default, Indenture Declared Default or any other Declared Event of Default has occurred and is Continuing).

Account with Third Party Account Bank

The Company may from time to time agree to establish and maintain a segregated, secured account, which shall be an Account, and any related sub-accounts (the “Third Party Investment Account”) with any financial institution that is reasonably acceptable to the Account Bank (any financial institution that is not the Account Bank with which such account is established as permitted by this Agreement, a “Third Party Account Bank”); provided that the Company shall procure that prior to the deposit or transfer of any funds into such Third Party Investment Account:

such Third Party Account Bank shall enter into an account control agreement in form and substance reasonably satisfactory to the Security Trustee, pursuant to which the Security Trustee shall have sole “control” (within the meaning of Sections 8-106(d) and (f) of the UCC or Sections 9-104(a)(2) and (3) of the UCC) of the Third Party Investment Account;

the Account Bank shall be designated as an authorized representative of the Company permitted to execute transactions and make withdrawals and transfers of funds in respect of such Third Party Investment Account; and

the Third Party Investment Account may be interest bearing.

The Company (or the Security Trustee on behalf of the Company) may submit instructions (in written form, including in a Withdrawal and Transfer Certificate from the Company, and which may be given as a standing instruction) to the Account Bank directing the Account Bank to take the following actions in respect of the Third Party Investment Account:

transfer funds from an Account to the Third Party Investment Account or instruct the Third Party Account Bank to transfer funds from the Third Party Investment Account to one or more Accounts; or

instruct the Third Party Account Bank to invest funds in the Third Party Investment Account in Authorized Investments selected as set forth in clause (e) below (or sell or otherwise liquidate such investments) as contemplated by Section 4.2(b) (Authorized Investments – Directing the Making of Investments), in a manner agreed between the Company and the Third Party Account Bank in any customary account management agreement related to the Third Party Investment Account;

Unless the Security Trustee has received notice as set out in Section 6.1(b) (Security Trustee Action Generally – Control of Accounts) that a Loan Facility Declared Default, Indenture Declared Default or any other Declared Event of Default has occurred and is Continuing, and until a notice is delivered to the Account Bank pursuant to Section 4.6(b)(i) (Control and Investment of Funds in Accounts), the Company also may submit instructions directly (or by instructions made through the Account Bank) to the Third Party Account Bank to invest the funds in, or that are expected to be transferred into, the Third Party Investment Account in Authorized Investments. Concurrently with delivery of a notice to the Account Bank pursuant to Section 4.6(b)(i) (Control and Investment of Funds in Accounts), the Security Trustee shall deliver a notice to the Third Party Account Bank (with a copy to the Company, the Account Bank and each Senior Creditor Group Representative) directing it to cease accepting instructions from, and providing management access to, the Company (and, if relevant, from the Manager to whom the Company has granted a power of attorney or signature authority over the Accounts as permitted under Section 4.1(e) (General Principles)) with respect to the Third Party Investment Account. Concurrently with delivery of a notice to the Account Bank pursuant to Section 4.6(d) (Control and Investment of Funds in Accounts), the Security Trustee shall deliver a notice to the Third Party Account Bank with a copy to the Company directing it once again to take instructions from the Company in accordance with the first sentence of this clause (c) rather than exclusively from the Security Trustee.

If the Account Bank receives a notice from the Security Trustee under Section 4.6(b)(i) (Control and Investment of Funds in Accounts) of this Agreement, the Security Trustee may deliver instructions directly to the Third Party Account Bank or may direct the Account Bank to transmit to the Third Party Account Bank directions, notices or other documents received only from the Security Trustee until a notice is delivered by the Security Trustee to the Account Bank pursuant to and in accordance with Section 4.6(d) (Control and Investment of Funds in Accounts) of this Agreement with respect to the relevant Declared Event(s) of Default.

All funds in the Third Party Investment Account shall only be invested in Authorized Investments as selected by the Company (or the Security Trustee on behalf of the Company). Cash, monies or funds in the Third Party Investment Account and the Authorized Investments in which such monies are then invested and the proceeds of those investments shall be subject to the provisions of this Agreement governing Authorized Investments, including but not limited to Section 4.2 (Authorized Investments), modified as necessary to reflect the arrangements between the Company, the Security Trustee, the Account Bank and the Third Party Account Bank as set forth in this Section 4.11.

For the avoidance of doubt, the security arrangements generally applicable to Accounts pursuant to this Agreement shall also apply to the Third Party Investment Account, with the Third Party Account Bank acting as Bank or Securities Intermediary, as applicable, in respect of the Third Party Investment Account. All undertakings and duties imposed on the Account Bank specifically in its capacity as Bank or Securities Intermediary in respect of an Account shall also apply in respect of any Third Party Investment Account, except that the Account Bank shall be subject to such duties and undertakings in its capacity as an authorized person in respect of such Third Party Investment Account. All duties or undertakings under the Finance Documents requiring the Account Bank to deposit, withdraw, invest or liquidate funds in the Accounts shall, in respect of the Third Party Investment Account, be construed as duties or undertakings to instruct the Third Party Account Bank to deposit, withdraw, invest or liquidate funds, as applicable.

The Account Bank shall not be liable for any failure on the part of the Third Party Account Bank to timely honor any direction from the Account Bank.

INSURANCE AND CONDEMNATION PROCEEDS AND PERFORMANCE LIQUIDATED DAMAGES

Additional Insureds

To the extent permitted under applicable laws and regulations, from and after the Stage 3 Closing Date, the Company shall procure that, under all insurance policies purchased by the Securing Parties (other than any title insurance policies or statutory insurances and except to the extent otherwise specified in Schedule L (Schedule of Minimum Insurance) of the Common Terms Agreement and any comparable provision in any Senior Debt Instrument then in effect):

the Secured Parties and/or the Security Trustee on behalf of and for the benefit of the Secured Parties shall be named as additional insureds and the interest of the Secured Parties shall be duly noted and endorsed upon all cover notes and policies issued or to be issued in connection therewith; provided, however, that the Secured Parties and/or the Security Trustee on behalf of and for the benefit of the Secured Parties need not be named as additional insureds under any policy issued by OIL;

the Security Trustee shall be a loss payee (other than in respect of third-party liability insurance and automobile liability insurance) and such loss payable clause shall not be cancelled, varied or amended in any respect; and

all such policies shall require insurers (and brokers), subject to applicable laws and regulations and to the payment procedures under Attachment O of the EPC Contract (Stage 3), to pay the proceeds (other than payments due to third parties) to the Insurance/Condemnation Proceeds Account.

Insurance and Condemnation Proceeds

sums paid to settle any third-party liability shall be paid to the Person who incurred the liability (or to the insured party if such party previously paid the claim);

Business Interruption Insurance Proceeds will be deposited in the Revenue Account and applied in accordance with Section 4.7 (Cash Waterfall);

all other Insurance Proceeds and Condemnation Proceeds shall be deposited in the Insurance/Condemnation Proceeds Account; provided that for the period prior to the Stage 3 Completion Date, the first $10,000,000 in Insurance Proceeds under the builder’s risk insurance policy or marine cargo policy shall be paid directly to the EPC Contractor;

all Insurance Proceeds and Condemnation Proceeds deposited in the Insurance/Condemnation Proceeds Account shall be transferred to the Revenue Account and applied in accordance with Section 4.7 (Cash Waterfall); provided that if the aggregate amount of the Insurance Proceeds or Condemnation Proceeds for a single loss or related series of losses:

is less than $100,000,000, such proceeds shall be transferred from the Insurance/Condemnation Proceeds Account directly (x) for use to repair or replace the relevant Project Property (or, unless the Insurance Proceeds and Condemnation Proceeds are required for the repair or replacement, to reimburse documented amounts contributed to or paid on behalf of the affected Securing Party by the Sponsor or a parent company of the Company for purposes of commencing any such repair or replacement) and (y) with respect to any portion not required for such repair or replacement or remaining after such repair or replacement, to the Revenue Account, as long as the Company certifies that such amount is not required in order to repair or replace such Project Property so as not to reduce the annual production capacity or the Project Facilities’ performance to a level below that which is necessary to meet its then-outstanding Senior Debt Obligations;

exceeds $100,000,000 but is less than $500,000,000, then such proceeds shall be applied in accordance with clause (e) below; provided that after the Term Loan Discharge Date, clause (d)(i) (and not clause (e)) shall apply to Insurance or Condemnation Proceeds that exceed $100,000,000 but are less than $500,000,000; and

exceeds in the aggregate $500,000,000, then such proceeds shall be applied in accordance with clause (f) below; provided that:

the provisions of clause (g) below (and not clause (f) below) shall apply in the event of a Catastrophic Casualty Event resulting in a mandatory prepayment offer of the Senior Notes, to the extent an Indenture providing for such a prepayment upon a Catastrophic Casualty Event is then-outstanding; and

after the Term Loan Discharge Date, then clause (e) below (and not clause (f) below) shall apply in respect of Insurance Proceeds or Condemnation Proceeds that exceed in the aggregate $500,000,000 in the case where the event giving rise to such proceeds is not a Catastrophic Casualty Event resulting in a mandatory prepayment offer of the Senior Notes;

proceeds required to be applied in accordance with this clause (e) shall be:

transferred from the Insurance/Condemnation Proceeds Account directly to repair or replace the relevant Project Facilities (or, unless the Insurance Proceeds and Condemnation Proceeds are required for the repair or replacement, to reimburse documented amounts contributed to or paid on behalf of the affected Securing Party by the Sponsor or a parent company of the Company for purposes of commencing any such repair or replacement) upon receipt by the Security Trustee of a certificate as set forth below:

from the Company, certifying that:

such transferred proceeds shall be used to repair or replace the relevant Project Facilities;

such repair or replacement is expected to maintain the annual production capacity and the Project Facilities’ performance in all material respects;

the affected Securing Party has sufficient funds available (including Cash Flow permitted to be applied under Section 4.7 (Cash Waterfall) towards the repair and replacement of Project Facilities, Equity Funding commitments and amounts in the Insurance/Condemnation Proceeds Account) to repair or replace the relevant Project Facilities according to a restoration plan in order to carry out its obligations under this sub-clause (A) as well as to pay all Operation and Maintenance Expenses, Senior Debt Obligations and any other expenditure that is, or is reasonably likely to be, due to be paid during the period of repair and replacement;

such repair or replacement shall be completed within 360 days if the Company is making such certification before the Term Loan Discharge Date, and within 540 days if the Company is making such certification after the Term Loan Discharge Date (in each case, with up to an additional 90 days if the affected Securing Party is exercising commercially reasonable efforts to complete the improvements, repairs and restorations);

any Permits necessary for the repair or replacement have been obtained and are in full force and effect or are expected to be obtained in the ordinary course by the time they are necessary; and

from the Independent Engineer confirming (such confirmation not to be unreasonably withheld) its concurrence with the certification made pursuant to sub-clause (A)(2) above;

if the Company or the Independent Engineer fails to make any of the certifications or concurrences required by sub-clause (i) above by 90 days after the deposit in the Insurance/Condemnation Proceeds Account of the relevant Insurance Proceeds or Condemnation Proceeds, or to the extent there are any excess Insurance Proceeds or Condemnation Proceeds remaining in the Insurance/Condemnation Proceeds Account after the completion of a restoration undertaken in compliance with sub-clause (i) above and such excess proceeds exceed $100,000,000, such proceeds shall be applied (A) in accordance with Section 3.4(a)(i) (Mandatory Prepayments – Insurance and Condemnation Proceeds) of the Common Terms Agreement to prepay Loans pro rata based on the respective outstanding principal amounts thereof on the respective Payment Dates for payment of principal for such Senior Debt immediately succeeding such 90-day period, (B) to pay the portion of such amount equal to the pro rata share of the Senior Debt held by Senior Noteholders as specified in the applicable Indenture and (C) with respect to paying all remaining proceeds, to the Revenue Account. For the avoidance of doubt, the Senior Noteholders (if any) shall have no right to waive or alter the foregoing prepayment obligation other than in respect of amounts due to such Senior Noteholders under sub-clause (B) above;

Prior to the Term Loan Discharge Date, on or before 90 days following the receipt in the Insurance/Condemnation Proceeds Account of proceeds required to be applied in accordance with this clause (f), the Company shall

a schedule of works required to complete the repair or replacement;

the estimated costs associated with such repair or replacement;

a list of the material contracts entered into or to be entered into to effect the repair or replacement;

a detailed account of the sources of funds;

the scheduled completion date for the repair and/or replacement works; and

a schedule showing each Senior Debt Obligation payable through such scheduled completion date for repair and/or replacement showing the source of funds (available Cash Flow, Equity Funding, insurance proceeds, committed financings and/or any other resource reasonably acceptable to the Intercreditor Agent) for each such payment.

As soon as reasonably practicable, but in any event within 60 days following receipt of such plan, if the Security Trustee (based on instruction from the Intercreditor Agent) notifies the Company (which notification shall be accompanied by a reasonably detailed explanation) that the Requisite Intercreditor Parties conclude in their reasonable judgment (taking into account the advice, if any, of the Independent Engineer) that, in light of the nature of the loss, the reasonableness of the plan and the amount of Senior Debt Obligations then-outstanding:

it is reasonably unlikely that, after implementation of the Company’s plan and any ramp up or similar period, the Company shall be able to meet its Senior Debt Obligations; or

it is reasonably likely that, after implementation of the Company’s plan and any ramp up or similar period, a Material Adverse Effect shall occur;

Notwithstanding the foregoing provisions of this Section 5.2 (Insurance and Condemnation Proceeds), in the event of a Catastrophic Casualty Event resulting in a mandatory prepayment offer of the Senior Notes in accordance with the terms of the applicable Indenture, the Company shall make a pro rata mandatory prepayment of the Loans in an amount equal to the amount proportionate to the principal amount of Senior Notes outstanding that is being prepaid pursuant to such Catastrophic Casualty Event mandatory prepayment offer.

Nothing in this Section 5.2 (Insurance and Condemnation Proceeds) shall preclude the Company from using equity to commence repairs or to replace property subject to such loss prior to receipt of Insurance Proceeds or Condemnation Proceeds. In such circumstances, nothing shall prevent the Securing Parties from applying the Insurance Proceeds or Condemnation Proceeds received and that are not required for the repair and replacement of property to reimburse documented amounts contributed to or paid on behalf of the affected Securing Party by the Sponsor or a parent company of the Company for purposes of commencing any such repair or replacement to the extent that such Insurance Proceeds or Condemnation Proceeds could have been applied toward the repair and replacement directly according to this Section 5.2 (Insurance and Condemnation Proceeds) (provided that such reimbursed amounts are applied for such purpose and, provided, further, that reimbursement shall not be permitted to the extent that Insurance Proceeds and Condemnation Proceeds were insufficient for repair or replacement, and such equity was certified as necessary to undertake such repair or replacement).

No later than 45 days following the end of each calendar quarter (beginning the first calendar quarter following the commencement of any repair or replacement carried out in connection with a loss for which the Insurance Proceeds or Condemnation Proceeds exceed $100,000,000, prior to the Term Loan Discharge Date, and $500,000,000, after the Term Loan Discharge Date, and ending on the calendar quarter during which such repair or replacement is completed), the Company shall deliver to the Security Trustee, the Intercreditor Agent and the Independent Engineer a summary of the construction activities required in connection with any repair or replacement of the affected Project Facilities carried out during such calendar quarter. Such summary shall include a description of:

the physical progress and expenditures during such calendar quarter;

cumulative expenditures through to the end of such calendar quarter;

material variations in physical progress and expenditures from the plan, together with a summary description of the causes of such variations, and any steps or actions intended to be taken to minimize such variances in the future;

the Company’s then-current estimates of:

expenditures for the next quarter; and

the then-scheduled completion date for such works; and

any material developments during such quarter relating to the relevant repair or replacement.

Any insurance proceeds that are not required by this Section 5.2 (Insurance and Condemnation Proceeds) and by the relevant provisions of any Senior Debt Instruments to be used for the repair and replacement of the affected Project Property (or to reimburse documented amounts contributed to or paid on behalf of the affected Securing Party by the Sponsor or a parent company of the Company for purposes of commencing any such repair or replacement if such amounts are not required for the repair and replacement of property) or that are not required for the mandatory prepayment of any Senior Debt Obligations (including by transfer of the amount of the Pro Rata Payment to prepay Senior Debt held by Senior Creditors other than the Facility Lenders that would otherwise have been made as a prepayment to such Senior Creditors to a Mandatory Prepayment Senior Notes Account), in accordance with this Section 5.2 (Insurance and Condemnation Proceeds) or the relevant provisions of any Senior Debt Instruments, shall be transferred to the Revenue Account and applied in accordance with Section 4.7 (Cash Waterfall).

Performance Liquidated Damages

Performance Liquidated Damages reasonably expected by the Loan Parties to be used to complete, repair, refurbish or improve the Project Facilities in respect of which the Performance Liquidated Damages were paid or other Project Facilities under construction related to the Corpus Christi Terminal Facility or the Corpus Christi Pipeline shall be deposited to the Insurance/Condemnation Proceeds Account and applied from such Account for the aforementioned purposes; and

Performance Liquidated Damages in excess of the amounts used or reasonably expected to be used (or not contemplated to be used) to complete, repair, refurbish or improve the Project Facilities in respect of which the Performance Liquidated Damages were paid or other Project Facilities under construction related to the Corpus Christi Terminal Facility or the Corpus Christi Pipeline shall be paid into the Revenue Account and applied in accordance with Section 4.7 (Cash Waterfall) and Section 4.8 (Accounts During the Continuance of a Declared Event of Default), as applicable.

SECURITY TRUSTEE ACTION

Security Trustee Action Generally

Action under Individual Senior Debt Instruments and Permitted Senior Debt Hedging Instruments—General

Each Senior Creditor Group party to a Senior Debt Instrument shall have the right to declare an Event of Default under its respective Senior Debt Instrument, and at any time thereafter:

give any draw-stop notice in accordance with its Senior Debt Instrument;

suspend, cancel or reduce its undrawn Senior Debt Commitments;

accelerate the outstanding Senior Debt Obligations under its Senior Debt Instrument; or

take such other actions as are permitted under its Senior Debt Instrument;

Each Senior Creditor Group party to a Permitted Senior Debt Hedging Instrument shall have the right to declare an event of default or termination event under its respective Permitted Senior Debt Hedging Instrument and at any time thereafter take such actions as are permitted under its Permitted Senior Debt Hedging Instrument, in each case as, when and on the terms and conditions provided in its Permitted Senior Debt Hedging Instrument and, if applicable, the Intercreditor Agreement (including Section 5.1 (Undertakings of Hedging Banks) of the Intercreditor Agreement), subject in each case to Section 7.3 (Hedging Banks). If any such actions are taken by any such Senior Creditor Group, the related Senior Creditor Group Representative shall promptly notify the Security Trustee (who in turn shall promptly notify each other Senior Creditor Group Representative) of any such action.

Control of Accounts

from the Intercreditor Agent or any other party to the Intercreditor Agreement that a Loan Facility Declared Default has occurred and is Continuing;

from an Indenture Trustee that an Indenture Declared Default has occurred and is Continuing; or

from any future acceding intercreditor agent or Senior Creditor Group Representative (excluding, for the avoidance of doubt, any Senior Creditor Group Representative which has appointed the Intercreditor Agent as contemplated in Section 2.5(c) (Other Intercreditor Agents)) that an Event of Default identified in the relevant Senior Debt Instrument as a “Declared Event of Default” has occurred and is Continuing;

Security Enforcement Action

as provided in Sections 6.2 (Initiation of Security Enforcement Action) and 6.3 (Conduct of Security Enforcement Action); and