SHIPPING SERVICES AGREEMENTin relation toTHE CPC SPA

Exhibit 10.6

*** indicates certain identified information has been excluded because it is both (a) not material and (b) would be competitively harmful if publicly disclosed.

November 1, 2022

CORPUS CHRISTI LIQUEFACTION, LLC

and

CHENIERE MARKETING INTERNATIONAL LLP


SHIPPING SERVICES AGREEMENT in relation to THE CPC SPA

TABLE OF CONTENTS

Clause Headings Page


1.	DEFINITIONS AND INTERPRETATION		3
2.	START DATE		17
3.	TERM		17
4.	APPOINTMENT OF THE TRANSPORTER		17
5.	STATEMENT OF AUTHORITY		18
6.	PERFORMANCE OF THE SERVICES		18
7.	DES SPA MATTERS		19
8.	DIVERTED CARGOES		19
9.	LOADING POINT, TITLE AND XXXX		00
00.	TRANSPORTATION AND LOADING		20
11.	TRANSPORT FEE		21
12.	INVOICING AND PAYMENT		23
13.	TAXES AND XXX		00
00.	OPTIONAL SERVICE PERIOD		28
15.	FORCE MAJEURE		28
16.	LIABILITIES AND INDEMNIFICATION		30
17.	INSURANCE		33
18.	REPRESENTATIONS AND XXXXXXXXXX		00
00.	EXCHANGE OF INFORMATION		35
20.	INTELLECTUAL PROPERTY		35
21.	CONFIDENTIALITY		36
22.	DEFAULT AND TERMINATION		38
23.	TERMINATION OF DES SPA		40
24.	DISPUTE RESOLUTION AND GOVERNING LAW		40
25.	ASSIGNMENTS		42
26.	FOB CONVERSION		44
27.	MISCELLANEOUS		44
28.	NOTICES		45
29.	BUSINESS PRACTICES		47
SCHEDULE 1		SERVICES	50
SCHEDULE 2		DIVERSION	55
SCHEDULE 3		FORM OF PAYMENT GUARANTEE AND ACCEPTABLE LETTER OF CREDIT	73
SCHEDULE 4		FOB LOADING	84
SCHEDULE 5		FOB ANNUAL DELIVERY PROGRAMME AND FOB NINETY DAY SCHEDULE	99
SCHEDULE 6		FORM OF FOB PORT LIABILITY AGREEMENT	103
SCHEDULE 7		FORM OF MASTER DIRECT AGREEMENT	107

THIS SHIPPING SERVICES AGREEMENT (the "Agreement") is made on November 1, 2022

BETWEEN:

(1)CORPUS CHRISTI LIQUEFACTION, LLC, a limited liability company incorporated and registered in Delaware whose registered office is 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 ("Project Co"); and

(2)CHENIERE MARKETING INTERNATIONAL LLP, a limited liability partnership incorporated and registered in England and Wales (with company number OC389850) and whose registered office is The Zig Zag Building, 3rd floor, 00 Xxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX (the "Transporter").

RECITALS:

(A)WHEREAS, Project Co desires that the Transporter perform or cause to be performed, on and subject to the terms and conditions herein, certain shipping and transportation-related services (as set forth in Schedule 1, the "Services") relating to its LNG operations on a delivered ex-ship ("DES") basis to DES Buyer in accordance with the DES SPA (as defined herein);

(B)WHEREAS, the Transporter desires to perform the Services on and subject to the terms and conditions hereof; and

(C)NOW THEREFORE, in consideration of the covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, enter into this Agreement pursuant to which the Transporter agrees to provide the Services to Project Co on and subject to the terms and conditions herein.

IT IS AGREED as follows:

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

The words and expressions below shall, unless the context otherwise requires, have the meanings respectively assigned to them:


Acceptable Bank:			means a bank or financial institution which has a rating for its long-term unsecured and non-credit-enhanced debt obligations of A- or higher by S&P or Fitch Ratings Ltd or A-3 or higher by Moody’s (or if at such time no such rating agency is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by Project Co in its reasonable judgment);
Acceptable Credit Rating:			a Credit Rating equal to or better than the following: (i) * by Xxxxx’x Investors Service, Inc., (ii) * by Standard & Poor’s Rating Services, a division of XxXxxx-Xxxx Companies, (iii) *** by Fitch Ratings, Inc., or (iv) a comparable Credit Rating by any other “nationally recognized statistical rating organization” registered with the U.S. Securities and Exchange Commission, including any successor to Xxxxx’x Investors Service, Inc., Standard & Poor’s Rating Services, or Fitch Ratings, Inc.


Acceptable Letter of Credit:			an irrevocable standby letter of credit issued by an Acceptable Bank naming Project Co as the beneficiary either (a) in substantially the same form as set out in Part B to Schedule 3 or (b) in another form acceptable to Project Co, and in either case (i) has a stated expiration date of not earlier than thirty (30) Days after the date on which payment for a Diverted Cargo is due from the Transporter to Project Co in accordance with the terms of Schedule 2 (provided that, if such Acceptable Letter of Credit is not provided in connection with a specific Diverted Cargo, such Acceptable Letter of Credit may be issued with any stated expiration date but may only be used to satisfy the Diversion Condition set forth in Paragraph 1.3.1(A) of Part A of Schedule 2 for Diverted Cargos with respect to which payment is due up to thirty (30) Days before such expiration date), (ii) provides that the location for the submittal of documents required for draws and the location for disbursements under such letter of credit will be New York, New York and (iii) is payable in USD in immediately available funds;
Actual Laytime:			as defined in Paragraph 8.3 of Part A of Schedule 4;
Adverse Weather Conditions:			weather or sea conditions actually experienced at or near the Corpus Christi Facility (or Alternate Production Facility, as applicable) that are sufficiently severe: (i) to prevent an LNG Tanker from proceeding to berth, or loading or departing from berth, in accordance with one or more of the following: (a) regulations published by a Governmental Authority; (b) an Approval; or (c) an order of a Pilot; (ii) to cause an actual determination by the master of an LNG Tanker that it is unsafe for such LNG Tanker to berth, load, or depart from berth; or (iii) to prevent or severely limit the production capability of the Corpus Christi Facility (or Alternate Production Facility, as applicable);
Affiliate:			with respect to any Person, any other Person which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such Person; for purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) means the direct or indirect ownership of more than fifty percent (50%) of the voting rights in a Person or the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or otherwise;
Agreement:			this agreement, including the Schedules and Exhibits hereto, as the same may be amended, modified or replaced from time to time;
Allotted Laytime:			as defined in Paragraph 8.1 of Part A of Schedule 4;
Alternate Production Facility:			an alternate Production Facility other than the Nominal LNG Facility;
Amount Payable:			as defined in Paragraph 2.1 of Part A of Schedule 2;


Applicable Laws:			in relation to matters covered by this Agreement, all applicable laws, statutes, rules, regulations, ordinances, codes, standards and rules of common law, and judgments, decisions, interpretations, orders, directives, injunctions, writs, decrees, stipulations, or awards of any applicable Governmental Authority or duly authorised official, court or arbitrator thereof, in each case, now existing or which may be enacted or issued after the Effective Date;
Approvals:			any and all permits (including work permits), franchises, authorizations, approvals, grants, licenses, visas, waivers, exemptions, consents, permissions, registrations, decrees, privileges, variances, validations, confirmations or orders granted by or filed with any Governmental Authority, including the Export Authorizations;
Btu:			the amount of heat equal to one thousand fifty-five decimal zero five six (1,055.056) Joules;
Business Day:			any Day (other than Saturdays, Sundays and national holidays in the United States of America, Taiwan and London, United Kingdom) on which commercial banks are normally open to conduct business in Taipei, Taiwan, the State of New York, United States of America and London, United Kingdom;
Cancellation Right:			DES Buyer's right to cancel the delivery of a scheduled cargo pursuant to and in accordance with Section 5.6.1 of the DES SPA;
Cancelled Cargo:			as defined in Paragraph 5.3 of Schedule 1;
Cargo DoP Payment:			as defined in Section 5.7.3 of the DES SPA;
Claim:			all claims, demands, legal proceedings, or actions that may exist, arise, or be threatened currently or in the future at any time following the Effective Date, whether or not of a type contemplated by any Party, and whether based on federal, state, local, statutory or common law or any other Applicable Law;
Compliance Obligations:			as defined in Clause 20.3.2(A);
Compliance Obligations Breach:			as defined in Clause 20.3.2(B);
Conditions of Use or COU:			an agreement for use of and liability arising in connection with the Port and Marine Facilities located at the unloading port at which the relevant Receiving Terminal is located, to be entered into as described in Paragraph 3.1.3(G) of Schedule 1;
Confidential Information:			as defined in Clause 21.1;
Connecting Pipeline:			any pipeline as may be directly interconnected to a Production Facility;
Contract Year:			as defined in Clause 3.2;
Conversion Date:			as defined in the DES SPA;


Corpus Christi Facility:			the Production Facility, including the existing facilities and the Stage III Facilities, that Project Co and its Affiliates are developing and constructing and, as of the Effective Date, own and operate (or have operated on their behalf) in San Xxxxxxxx and Nueces Counties, Texas, in the vicinity of Portland, Texas, on the La Quinta Channel in the Corpus Christi Bay, including any future expansions or modifications thereto;
Cover Damages:			as defined in Paragraph 11.1.3(A) of Part B of Schedule 2;
Credit Rating:			a credit rating in respect of the senior, unsecured, long-term debt (not supported by third party credit enhancement) of a Person, by Xxxxx’x Investors Service, Inc., Standard & Poor’s Rating Services, a division of XxXxxx-Xxxx Companies, Fitch Ratings, Inc., or any other “nationally recognized statistical rating organization” registered with the U.S. Securities and Exchange Commission, including any successor to Xxxxx’x Investors Service, Inc., Standard & Poor’s Rating Services, or Fitch Ratings, Inc., but in all cases excluding national scale ratings (being ratings identified by a suffix to the credit rating identifying the national limitation) and being instead international scale ratings (being ratings issued without any such national limitation suffix). If any such agency does not assign a rating to such Person’s senior, unsecured, long-term debt (not supported by third-party credit enhancement), then “Credit Rating” shall mean, with respect to the rating assigned by such agency to such Person, the senior secured debt rating assigned by such agency to such Person;
Day:			a period of twenty-four (24) consecutive hours starting at 00:00 hours local time: (a)in the case of obligations related to the Unloading Port, at the location of such Unloading Port; (b)in the case of the Corpus Christi Facility or the Loading Port associated therewith, Central Time; and (c)in any case where the context so requires, in the time zone relevant to the particular location;
Delivered Cargo:			a cargo delivered by the Transporter (on behalf of Project Co) to DES Buyer under the DES SPA;
Delivered FOB Heel:			as defined in Clause 9.2.2;
Delivery Point:			as defined in Section 6.1 of the DES SPA;
DES:			as defined in Recital (A);
DES ADP:			the annual delivery programme in respect of LNG that is scheduled to be delivered by the Transporter to the DES Buyer, established pursuant to (i) Sections 8.2 and 8.3 of the DES SPA and (ii) Paragraph 4 of Schedule 1;
DES Buyer:			CPC Corporation, a company registered in the Republic of China (Taiwan);
DES Delivery Window:			in respect of a cargo scheduled for delivery under the DES ADP, the “Delivery Window” (as defined in the DES SPA);


DES Ninety Day Schedule:			the forward plan of deliveries for the three (3) Month period commencing on the first Day of the following Month thereafter prepared by the Transporter pursuant to Paragraph 4.1.2 of Schedule 1 and in accordance with Section 8.4 of the DES SPA (as may be amended from time to time in accordance with the DES SPA and Paragraph 4.2 of Schedule 1);
DES SCQ:			a scheduled contract quantity of LNG scheduled for delivery under the DES ADP or DES Ninety Day Schedule, as applicable;
DES SPA:			that certain LNG Sale and Purchase Agreement (DES) dated August 11, 2018 between DES Buyer and: (i) prior to the Novation Date, the Transporter and (ii) from and after the Novation Date, Project Co;
DES SPA FM Cargo:			as defined in Paragraph 5.2.1 of Schedule 1;
DES SPA FM Claim:			as defined in Paragraph 5.2 of Schedule 1;
Direct Agreement:			as defined in Clause 25.4.2;
Dispute:			as defined in Clause 24;
Diversion Conditions:			as defined in Paragraph 1.3.1 of Part A of Schedule 2;
Diverted Cargo:			a cargo designated as a “Diverted Cargo” in the FOB ADP or FOB Ninety Day Schedule, as applicable;
Diverted Cargo Cancellation Notice:			as defined in Paragraph 1.4.1(B) of Part A of Schedule 2;
Diverted Cargo DoP Payment:			as defined in Paragraph 11.2.2 of Part B of Schedule 2;
Diverted Cargo DoP Quantity:			as defined in Paragraph 11.2.2 of Part B of Schedule 2;
Diverted Cargo Force Majeure:			as defined in Paragraph 12.1 of Part B of Schedule 2;
Diverted Cargo Mitigation Sale:			as defined in Paragraph 11.1.3(B) of Part B of Schedule 2;
Diverted Cargo Shortfall Quantity:			as defined in Paragraph 11.1.2 of Part B of Schedule 2;
Effective Date:			the date of this Agreement;
ETA:			as defined in Paragraph 5.2.3 to Schedule 4;
Expert:			a Person agreed upon or appointed in accordance with Clause 24.2.1;
Export Authorizations:			the FTA Export Authorizations and the Non-FTA Export Authorizations, either individually or together (as the context requires);
Final Contract Year:			as defined in Clause 3.2.2;
First Contract Year:			as defined in Clause 3.2.1;
FM Notice:			as defined in Clause 15.4;


FOB ADP:			as defined in Paragraph 1.3.3 of Schedule 5;
FOB Conversion:			as defined in Clause 26;
FOB Delivery Point:			the point at which the flange coupling of the LNG loading line at the Corpus Christi Facility (or Alternate Production Facility, as applicable) joins the flange coupling of the LNG intake manifold of the relevant LNG Tanker;
FOB Delivery Window:			a twenty-four (24) hour period starting at 6:00 a.m. Central Time on a specified Day and ending twenty-four (24) consecutive hours thereafter that is allocated to the Transporter under the FOB ADP or FOB Ninety Day Schedule, as applicable;
FOB Heel:			as defined in Clause9.2.2;
FOB Ninety Day Schedule:			as defined in Paragraph 4 of Schedule 5;
FOB Port Liability Agreement:			an agreement for use of the port and marine facilities located at the Loading Port, to be entered into as described in Paragraph 3.1 of Part A of Schedule 4, which shall be: (i) in respect of the Corpus Christi Facility, substantially in the form attached in Schedule 6 hereto as may be amended pursuant to Paragraph 3.4 of Part A of Schedule 4, and (ii) in respect of any other Production Facility, in such form as may be required by the operator of such Production Facility;
FOB Price:			the amount calculated in accordance with Paragraph 11.1.5 of Part B of Schedule 2 in respect of the relevant cargo;
FOB SCQ:			each scheduled contract quantity of LNG (in MMBtu) scheduled for loading under the FOB ADP or FOB Ninety Day Schedule, as applicable;
FOB Specifications:			as defined in Paragraph 12.1 of Part A of Schedule 4;
Foundation Customer:			any customer of Project Co, that enters into an LNG purchase agreement with an annual contract quantity of no less than zero decimal seven (0.7) million metric tonnes per annum of LNG on a firm basis from the Corpus Christi Facility, with a minimum term of twenty (20) years; provided, however, that the Transporter shall not be a Foundation Customer with respect to LNG subject to the terms of this Agreement regardless; provided, further, however, that nothing in this Agreement shall prejudice the Transporter’s status or rights as a Foundation Customer pursuant to any other LNG purchase agreement with Project Co;
Foundation Customer Priority:			the Foundation Customers will receive priority over other customers (including the Transporter in respect of the quantities subject to the terms of this Agreement, but without prejudice to the Transporter’s status or rights as a Foundation Customer pursuant to any other LNG purchase agreement with Project Co) for receiving LNG from the remaining available LNG production capacity, if any, at the Corpus Christi Facility without regard to whether the underlying event affects any particular liquefaction train(s);


FTA Export Authorization:			an order from the Office of Fossil Energy of the U.S. Department of Energy granting to Project Co or any other Person acting as agent on behalf of Project Co the authorization to export LNG sold and delivered pursuant to the DES SPA (or, in the case of a Diverted Cargo, this Agreement) by vessel from a Production Facility in the United States of America to countries that have entered into a free trade agreement with the United States of America requiring the national treatment for trade in natural gas for a specific term, as the same may be supplemented, amended, modified, changed, superseded or replaced from time to time;
Gas:			any hydrocarbon or mixture of hydrocarbons consisting predominantly of methane that is in a gaseous state;
Governmental Authority:			any federal, national, regional, state, local or municipal government, or any subdivision, agency, commission or authority thereof (including any maritime authorities, port authority or any quasi-governmental agency), having jurisdiction over a Party (or any Affiliate or direct or indirect owner thereof), any Gas pipeline which interconnects with a Connecting Pipeline and which transports Gas to or from a Connecting Pipeline, a Connecting Pipeline, Gas in a Connecting Pipeline or a Production Facility, a Production Facility, LNG in a Production Facility, a Loading Port, an LNG Tanker, LNG in an LNG Tanker, the last disembarkation port of an LNG Tanker, a Transporter, a Receiving Terminal, an Unloading Port, LNG in a Receiving Terminal, a Receiving Terminal Pipeline, or Gas in a Receiving Terminal or Receiving Terminal Pipeline, as the case may be, and acting within its legal authority;
Gross Heating Value:			the quantity of heat expressed in Btu produced by the complete combustion in air of one (1) cubic foot of anhydrous gas, at a temperature of sixty (60) degrees Fahrenheit and at an absolute pressure of fourteen decimal six nine six (14.696) pounds per square inch, with the air at the same temperature and pressure as the gas, after cooling the products of the combustion to the initial temperature of the gas and air, and after condensation of the water formed by combustion;
HHFOB:			the final settlement price (in USD per MMBtu) for the New York Mercantile Exchange’s Xxxxx Xxx natural gas futures contract for the Month in which the relevant cargo’s FOB Delivery Window is scheduled to begin (as set forth in the FOB ADP or FOB Ninety Day Schedule, as applicable);
ICC Court:			as defined in Clause 24.1.4;
ICC Rules:			as defined in Clause 24.1.1;
Identified LNG Tanker:			as defined in Section 7.5.4 of the DES SPA;
In-Transit First Notice:			as defined in Paragraph 5.2 to Schedule 4;
In-Transit Second Notice:			as defined in Paragraph 5.3.1 to Schedule 4;
In-Transit Third Notice:			as defined in Paragraph 5.3.3 to Schedule 4;
In-Transit Final Notice:			as defined in Paragraph 5.3.4 to Schedule 4;


Incomplete Delivery:			as defined in Clause 11.2.1;
International LNG Terminal Standards:			to the extent not inconsistent with the express requirements of this Agreement, the international standards, practices and guidelines from time to time in force applicable to the design, construction, equipment, operation or maintenance of LNG receiving and regasification terminals or LNG liquefaction terminals, as the case may be, established by the following (such standards to apply in the following order of priority): (i) a Governmental Authority having jurisdiction over a Loading Port, a Production Facility, the operator of a Production Facility, or Project Co, or over an Unloading Port, a Receiving Terminal, a Terminal Operator, or DES Buyer; (ii) the Society of International Gas Tanker and Terminal Operators (to the extent applicable) (or any successor body of the same); and (iii) any other internationally recognized agency or non-governmental organization with whose standards and practices it is customary for Reasonable and Prudent Operators of LNG receiving and regasification terminals or LNG liquefaction terminals, as the case may be, to comply; provided, however, that in the event of a conflict between any of the priorities noted above, the priority with the lowest roman numeral noted above shall prevail;
International LNG Vessel Standards:			to the extent not inconsistent with the express requirements of this Agreement, the international standards, practices and guidelines from time to time in force applicable to the ownership, design, equipment, operation or maintenance of LNG vessels established by the following or any successor body of the same (such standards to apply in the following order of priority): (i) the International Maritime Organization; (ii) the Oil Companies International Marine Forum (OCIMF); (iii) the Society of International Gas Tanker and Terminal Operators (SIGTTO); (iv) the International Navigation Association (PIANC); (v) the International Association of Classification Societies; and (vi) any other internationally recognized agency or non-governmental organization with whose standards and practices it is customary for Reasonable and Prudent Operators of LNG vessels similar to those applicable to this Agreement, to comply; provided, however, that in the event of a conflict between any of the priorities noted above, the priority with the lowest roman numeral noted above shall prevail;
International Standards:			the International LNG Terminal Standards and the International LNG Vessel Standards;
Lender:			any Person that does or proposes to lend money, finance or provide financial support or equity in any form in respect of all or any portion of the Corpus Christi Facility and/or the general business and operations of Project Co or its Affiliates (including any refinancing thereof), including any export credit agency, funding agency, bondholder, insurance agency, underwriter, investor, commercial lender or similar institution, together with any agent or trustee for such Person;
Lenders’ Agent:			as defined in Clause 25.4.1;
LNG:			Gas in a liquid state at or below its point of boiling and at or near atmospheric pressure;


LNG Tanker:			an ocean-going vessel suitable for transporting LNG which complies with the requirements of this Agreement and which the Transporter uses, or intends to use, in connection with this Agreement;
Loaded Cargo:			as defined in Clause 9.2.1;
Loading Date:			the “Loading Date” set forth in the DES ADP or DES Ninety Day Schedule, as applicable, in respect of the relevant cargo;
Loading Point:			as defined in Clause 9.1;
Loading Port:			the port where the applicable Production Facility is located;
Loss:			any and all losses, liabilities, damages, costs, judgments, settlements and expenses (whether or not resulting from Claims by Third Parties), including interest and penalties with respect thereto and reasonable attorneys’ and accountants' fees and expenses;
Major Scheduled Maintenance Quantity:			the major scheduled maintenance quantity referred to in Section 5.4 of the DES SPA;
Marine Services:			tugs, Pilots, harbour, line-handling, mooring, and other support services required for LNG Tankers (i) to berth and unload at, and depart from, a Receiving Terminal, or (ii) to berth and load at, and depart from, a Production Facility, as applicable;
Measurement Dispute:			as defined in Clause 24.2.1;
Mitigation Sale:			as defined in Section 5.5.3(b) in the DES SPA;
Mitigation Services:			as defined in Paragraph 5 of Schedule 1;
MMBtu:			one million (1,000,000) Btus;
Month:			each period of time which starts at 00:00 Central Time on the first (1st) Day of each calendar month and ends at 24:00 Central Time on the last Day of the same calendar month;
New FOB SPA:			as defined in Clause 26.1.2;
Nominal LNG Facility:			the Production Facility(ies) as determined pursuant to Section 3.2.4 of the DES SPA;
Non-FTA Export Authorization:			an order from the Office of Fossil Energy of the U.S. Department of Energy granting to Project Co, or any other Person acting as agent on behalf of Project Co the authorization to export LNG sold and delivered pursuant to the DES SPA (or, in the case of a Diverted Cargo, this Agreement) by vessel from a Production Facility in the United States of America to countries that have not entered into a free trade agreement with the United States of America requiring the national treatment for trade in natural gas, which currently has or in the future develops the capacity to import LNG, and with which trade is not prohibited by United States of America law or policy, for a specific term, as the same may be supplemented, amended, modified, changed, superseded or replaced from time to time;


Xxxxx Xxxxxxx:			the group of countries (including their territorial waters) comprised of the United States of America, Canada and Mexico;
Notice of Readiness:			a notice of readiness given pursuant to Paragraph 6 of Part A of Schedule 4;
Notified Party:			as defined in Clause 16.5.1(A);
Off-Spec Diverted Cargo:			as defined in Paragraph 4.3 of Part B of Schedule 2;
Off-Spec FOB LNG:			as defined in Paragraph 12.3.1 of Part A of Schedule 4;
One-Month SOFR:			the forward-looking term rate based on SOFR for a tenor of one (1) month, as administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) and published by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate) on the date on which interest first accrues and thereafter if interest continues to accrue, upon expiry of each subsequent one-month period;
Operational Tolerance:			as defined in Paragraph 11.1.3(C) of Part B of Schedule 2;
Optional Service Period:			the period commencing upon occurrence of a Trigger Event as set out in Clause 14.1;
Party:			Project Co or the Transporter, and Parties means both Project Co and the Transporter;
Payor:			as defined in Clause 13.4;
Person:			any individual, corporation, partnership, trust, unincorporated organisation or other legal entity, including any Governmental Authority;
Pilot:			any Person engaged by Transporter to come on board the LNG Tanker to assist the master in pilotage, mooring and unmooring of such LNG Tanker;
Port and Marine Charges:			all charges of whatsoever nature (including rates, tolls, dues, fees, and imposts of every description) in respect of an LNG Tanker entering, using or leaving the unloading port at which the relevant Receiving Terminal is located, using Port and Marine Facilities, or unloading LNG, including harbour dues, tonnage dues, port fees, wharfage fees, in-and-out fees, line handling charges, and charges imposed by fire boats, tugs and escort vessels, the relevant coast guard, a Pilot, any other authorised Person assisting an LNG Tanker to enter, use or leave such unloading port, and, to the extent not included in the foregoing, any Person providing Marine Services;
Port and Marine Facilities:			any port (including turning basins, Pilot station, channels, navigational aids and means of ingress and egress to the berth) and marine facilities (including breakwater berth, mooring and breasting facilities necessary to secure LNG vessels to the unloading arms) associated with the Receiving Terminal, but excluding Marine Services;


Port Charges:			all charges of whatsoever nature (including rates, tolls, dues, fees, and imposts of every description) in respect of an LNG Tanker entering or leaving the Loading Port or loading LNG, including wharfage fees, in-and-out fees, franchise fees, line handling charges, and charges imposed by fire boats, tugs and escort vessels, the U.S. Coast Guard, a Pilot, and any other authorised Person assisting an LNG Tanker to enter or leave the Loading Port, and further including port use fees, throughput fees and similar fees payable by users of the Loading Port (or by Project Co on behalf of such users);
Prepayment Amount:			as defined in Paragraph 1.3.1(A)(1) of Part A Schedule 2;
Primary Receiving Terminal:			as defined in Section 1.1 of the DES SPA;
Project Co:			as defined in the preamble hereto;
Project Co Taxes:			as defined in Clause 13.3;
Production Facility:			the facilities for the production, storage, and loading of LNG onto LNG vessels and the berthing of LNG vessels, including any Gas pre-treatment and processing facilities, liquefaction facilities, storage tanks, utilities, terminal facilities, and associated port and marine facilities, and all other related facilities both inside and outside the LNG plant, inclusive of all LNG production trains, including any future expansions or modifications thereto;
Provisional Invoices:			as defined in Clause 12.1.4(A);
Reasonable and Prudent Operator:			a Person seeking in good faith to perform its contractual obligations, and in so doing, and in the general conduct of its undertaking, exercising that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator, complying with all applicable International Standards and practices and regulations and approvals of Governmental Authorities, engaged in the same type of undertaking under the same or similar circumstances and conditions;
Receiving Terminal:			the LNG receiving terminal facilities providing for the unloading, reception, discharge, storage, treatment (if necessary), and regasification of LNG and the processing and send-out of Gas or regasified LNG, and other relevant infrastructure, including any associated Port and Marine Facilities for the safe passage to berth of LNG Tankers, terminal facilities for the berthing and discharging of LNG Tankers, LNG storage tanks, regasification plant, send-out pipelines forming part of the associated facilities (but excluding the Receiving Terminal Pipeline), and the port at which such LNG receiving terminal is located, and in each case including any expansion to any such facilities;
Receiving Terminal Pipeline:			the Gas transportation pipeline that connects a Receiving Terminal to the first interconnection with any Gas distribution pipeline or any customer facility for the use or consumption of Gas;
Related Agreement			each of this Agreement and any Direct Agreement entered into in accordance with Clause 25.4.2;
Reserved Matters:			as defined in Clause 5.2;


Scheduling Services:			as defined in in Paragraph 4 of Schedule 1;
Service Information:			(i) all data, reports, correspondence and information maintained by the Transporter in connection with the provision of the Services that supports the calculation of any amounts invoiced under this Agreement and/or the DES SPA and (ii) correspondence with Project Co and/or DES Buyer confirming changes to the FOB ADP or DES ADP, as applicable;
Service Intellectual Property:			in relation to the Service Information: all copyright and related rights, patents, utility models, inventions (whether patentable or not), improvements, algorithms, computer software, source code, object code, trademarks, trade names, service marks, business names, internet domain names, rights in get-up and trade dress, associated goodwill, designs, data, data models, database structure, confidential information, know-how and trade secrets, the expression of any of the foregoing, and all or intellectual or similar proprietary rights of whatever nature (whether registered or not, and including applications to register or rights to apply for registration and all renewals and extensions of such rights or applications) which may now or in the future subsist anywhere in the world;
Services:			as defined in the Recital (A) hereto and set forth in Schedule 1;
Shipping Services:			as defined in Paragraph 3 of Schedule 1;
SOFR:			a rate equal to the secured overnight financing rate administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate);
Specifications:			as defined in the DES SPA;
Stage III Facilities:			the facilities that Project Co and/or its Affiliates are developing and intend to construct and operate, or have constructed and operated on its behalf, adjacent to and interconnecting with the existing liquefaction and related facilities at the Corpus Christi Facility, including all liquefaction and associated facilities, and all other related facilities both inside and outside the LNG plant, and any expansions or modifications of any such facilities;
Start Date:			the date that is the “Novation Date” as defined in the Novation and Amendment Agreement dated June 15, 2022 by and among Project Co, the Transporter and DES Buyer;
Swapped Cargo:			an LNG cargo delivered or intended to be delivered to DES Buyer by the Transporter on behalf of Project Co under the DES SPA that is not scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable;
Swapped Cargo Contract:			as defined in Paragraph 1.3.1(A)(4) of Part A of Schedule 2;


Taxes:			any form of tax, levy, impost, duty or similar fee or charge (other than Port and Marine Charges), whether direct or indirect, imposed by any national, regional, state, or local government, or any subdivision, agency, commission or authority thereof (including any maritime authorities, port authority or any quasi-governmental agency), including any tax, levy, impost, duty or similar fee or charge imposed on or with respect to the net income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, employment, unemployment, disability, stamp, excise, severance, occupation, service, license, lease, import, export, value added, alternative minimum, estimated or other similar tax (including any fee, assessment, or other charge in the nature of or in lieu of any such tax), together with any interest, penalties or additional amounts imposed with respect thereto;
Term:			as defined in Clause 3.1;
Terminal Operator:			the operator of the applicable Receiving Terminal, or any independent consultant, agent or representative appointed by the owner of the applicable Receiving Terminal to operate all or a portion of such Receiving Terminal, including any relevant portion of the Port and Marine Facilities;
Terminating Party:			as defined in Clause 22.2.1;
Termination Event:			as defined in Clause 22.1;
Third Party:			a Person other than a Party;
Third Party Claim:			as defined in Clause 16.5.1(A);
Transfer Taxes:			as defined in Clause 13.5;
Transport Fee:			as defined in Clauses 11.1.2, 11.2.1 or 11.2.3 (as applicable);
Transportation Services:			as defined in in Paragraph 2 of Schedule 1;
Transporter:			as defined in the preamble hereto;
Transporter Aggregate Liability:			as defined in Clause 16.4.6(B);
Transporter Failure Amount:			as defined in Clause 16.2.2;
Transporter FM Cargo:			as defined in Clause 15.3.2;
Transporter Liability Cap:			as defined in Clause 16.4.6(C);
Transporter Taxes:			as defined in Clause 13.2;
Transporter Shortfall Quantity:			as defined in Clause 16.2.2;


Trigger Event:			as defined in Clause 14.2; and
USD or US$:			the lawful currency from time to time of the United States of America.

1.2Interpretation

For purposes of this Agreement:

1.2.1The titles, headings, and numbering in this Agreement are included for convenience only and will have no effect on the construction or interpretation of this Agreement.

1.2.2References in this Agreement to Clauses, Schedules and Exhibits are to those of this Agreement unless otherwise indicated. References to this Agreement and to agreements and contractual instruments will be deemed to include all exhibits, schedules, appendices, annexes, and other attachments thereto and all subsequent amendments and other modifications to such instruments, to the extent such amendments and other modifications are not prohibited by the terms of this Agreement.

1.2.3The word "include" or "including" will be deemed to be followed by "without limitation". The term "will" has the same meaning as "shall", and thus imposes an obligation.

1.2.4Whenever the context so requires, the singular includes the plural and the plural includes the singular, and the gender of any pronoun includes the other gender.

1.2.5Unless otherwise indicated, references to any statute, regulation or other law will be deemed to refer to such statute, regulation or other law as amended or any successor law.

1.2.6All references to a Person shall include such Person’s successors and permitted assigns.

1.2.7All references herein to a series of Clauses of this Agreement include the first and the last Clauses in such series, as if the words "(inclusive)" appeared after such references.

1.2.8Approximate conversions of any unit of measurement contained in parenthesis following the primary unit of measurement included in this Agreement are inserted as a matter of operational convenience only to show the approximate equivalent in such different measurement. The obligations of the Parties under this Agreement will be undertaken in respect of the primary unit of measurement and not in respect of any such approximate conversion.

1.2.9Without prejudice to Clause 1.2.2 references in this Agreement to a Section of the DES SPA are a reference to those sections of the DES SPA as may be amended, varied, supplemented, assigned, novated, transferred from time to time.

1.3Replacement of Rates and Indices No Longer Available

1.3.1If (a) a publication that contains a rate or index used in this Agreement ceases to be published for any reason or (b) such a rate or index ceases to exist, is materially modified, or no longer is used as a liquid trading point for Gas (as applicable), so as systematically to change its economic result, or is disaggregated, displaced or abandoned, for any reason, the Parties shall promptly discuss, with the aim of jointly selecting a rate or index or rates or indices to be used in place of such rates and indices that maintains the intent and economic effect of those original rates or indices.

1.3.2If the Parties fail to agree on a replacement rate or index within thirty (30) Days, the Parties may submit such issue to an Expert pursuant to Clause 24.2, as amended by the provisions of this Clause 1.3.2. Any Expert selected shall be instructed to select the published rate or index, or a combination of published rates or indices, with adjustments as necessary or appropriate, which most nearly preserves the intent and economic result of the original rates or indices. If the Parties are not able to agree upon an Expert within ten (10) Days after the receipt of the notice of

request for expert determination, either Party may elect to refer the determination of the replacement rate or index for arbitration in accordance with Clause 24.1.

1.3.3If any rate or index used in this Agreement is not published for a particular date, but the publication containing such rate or index continues to be published and the rate or index itself continues to exist, the Parties shall use the published rate or index in effect for the date such rate or index was most recently published prior to the particular date, unless otherwise provided in this Agreement.

1.3.4If an incorrect value is published for any rate or index used in this Agreement and such error is corrected and published within ninety (90) Days of the date of the publication of such incorrect rate or index, such corrected rate or index will be substituted for the incorrect rate or index and any calculations involving such rate or index will be recalculated and the Parties will take any necessary actions based upon these revised calculations, including adjustments of amounts previously invoiced and/or paid.

1.3.5If any of the circumstances contemplated by Clauses 1.3.1 to 1.3.5 (inclusive) arise and such circumstances also arise under the corresponding provision in the DES SPA, the Parties shall use such replacement value, rate or index (as applicable) that is agreed or determined pursuant to the DES SPA and the Parties shall be relieved from complying with the applicable provisions of this Clause 1.3 in such circumstances.

2.START DATE

2.1Project Co shall provide the Transporter at least thirty (30) Days’ prior notice of the Start Date.

3.TERM

3.1Term

This Agreement shall enter into force and effect as of the Effective Date and, subject to Clause 22, shall continue in force and effect until the expiry or termination of the DES SPA (the "Term").

3.2Contract Year

References to a "Contract Year" mean a period of time from and including January 1st through and including December 31st of the same calendar year, provided that:

3.2.1the first Contract Year is the period of time beginning on the Start Date and ending on December 31st of the same calendar year (the "First Contract Year"); and

3.2.2the final Contract Year is the period of time beginning on January 1st of the year in which the final Day of the Term occurs and ending on the final Day of the Term (the "Final Contract Year").

4.APPOINTMENT OF THE TRANSPORTER

4.1Project Co hereby appoints and retains the Transporter on an exclusive basis to provide the Services, as an independent contractor, from and after the Start Date and continuing throughout the Term, provided that during an Optional Service Period, Project Co may elect, at its sole discretion, either: (i) to continue to use the Transporter to provide the Services; and/or (ii) to engage one or more Persons to provide the Services.

4.2The Transporter hereby accepts such appointment and agrees to perform the Services in accordance with the terms and conditions set out in this Agreement.

4.3The Transporter acknowledges that during an Optional Service Period, Project Co may engage other Persons for the provision of services similar or ancillary to the Services. Notwithstanding any provision to the contrary herein, the Transporter shall have no liability to Project Co for the performance of any services that are provided by the employees of another Person engaged by Project Co. The "Services" as described herein shall be deemed to exclude any services provided to Project Co by a Person other than the Transporter.

4.4Project Co shall promptly:

4.4.1issue and, where applicable, execute all notices, forms, approval, authorisations, consents or other documents which are necessary (in the reasonable opinion of the Transporter) for the Transporter to provide the Services in accordance with this Agreement; and

4.4.2provide the Transporter with all necessary information reasonably available to Project Co to enable the Transporter to provide the Services in accordance with this Agreement.

5.STATEMENT OF AUTHORITY

5.1Without prejudice to Clause 5.2, from and after the Start Date, Project Co hereby authorises the Transporter to undertake the following activities on its behalf under the DES SPA:

5.1.1to exercise any rights or discretion of Project Co under the DES SPA without consulting or obtaining the prior consent of the Project to the extent that the proposed exercise of such rights or discretion is in the ordinary course and in respect of matters that would customarily be considered as business-as-usual (as determined by the Transporter, acting reasonably); and

5.1.2following consultation with Project Co, to exercise any rights or discretion of Project Co under the DES SPA where the proposed exercise of such rights or discretion is other than in the ordinary course or in respect of matters that would not customarily be considered as business-as-usual, including:

(A)declaring an event of force majeure under the DES SPA; and

(B)dealing with a cargo that is not compliant with the specifications for LNG set out in Section 12.1 of the DES SPA;

provided that, in the case of Clauses 5.1.1 or 5.1.2, during an Optional Service Period, at Project Co’s reasonable request, Transporter shall consult with and, if required by Project Co, seek consent from Project Co for any of the matters raised above or otherwise proceed with such matters in the manner directed by Project Co.

5.2The following matters shall constitute “Reserved Matters” and shall be undertaken only by Project Co (or by Transporter with the prior written consent and/or at the express instruction of Project Co):

5.2.1proposing any material amendment, modification, supplemental or ancillary agreement to the DES SPA or agreeing to any material amendment, modification, supplemental or ancillary agreement to the DES SPA proposed by DES Buyer;

5.2.2initiating any dispute with DES Buyer under the DES SPA, making any material claims under the DES SPA or handling any material claims made under the DES SPA;

5.2.3claiming and handling the management of any termination events arising under the DES SPA and otherwise enforcing its rights under the DES SPA; and

5.2.4responding to any notice of dispute or arbitral or expert proceeding initiated by DES Buyer and handling the management of such dispute or arbitral or expert proceeding.

Project Co shall reimburse the Transporter in respect of all costs and expenses incurred by or on behalf of the Transporter in connection with any Reserved Matter undertaken by the Transporter on behalf of Project Co.

6.PERFORMANCE OF THE SERVICES

6.1The Transporter shall, at the request and direction of Project Co and subject to the terms and conditions hereof (including Clause 4.3), perform the Services in accordance with:

6.1.1all Applicable Laws;

6.1.2the terms of any Approvals held by or granted to the Transporter;

6.1.3the terms of any Approvals held by or granted to Project Co which have been notified to the Transporter;

6.1.4the obligations of Project Co under the DES SPA; and

6.1.5the terms of any Export Authorizations.

6.2Subject to the terms and conditions of this Agreement, the Transporter shall:

6.2.1maintain sufficient resources and personnel with sufficient knowledge and experience to enable Transporter to perform its obligations under this Agreement; and

6.2.2perform the Services exercising a degree of skill and judgement that would normally be exercised by a Reasonable and Prudent Operator.

6.3Without limiting the generality of Clause 6.1, the Transporter shall during the term of this Agreement:

6.3.1with respect to the performance of any Services, comply with all reasonable instructions and directions given to the Transporter by or on behalf of Project Co (provided that such instructions if followed would not put either Party in breach of this Agreement or the DES SPA or violate any Applicable Law applicable to such Party);

6.3.2to the extent necessary, provide Project Co with relevant information in respect of issues that may lead to a default arising under the DES SPA;

6.3.3use reasonable efforts to mitigate any Loss suffered by Project Co to the extent such Loss results from the Transporter’s breach of this Agreement;

6.3.4not wilfully or fraudulently do or omit to do any matter or thing that would place Project Co in breach of the DES SPA (expect to the extent directed by Project Co).

6.4Each Party shall generally act in good faith in relation to, the other Party in the course of exercising its rights and performing its obligations under this Agreement.

7.DES SPA MATTERS

7.1Amendment of the DES SPA

Project Co undertakes not to make any amendment to, or agree to any waiver under, the DES SPA or purport to make any such amendments that would adversely affect the Transporter’s obligations under this Agreement and/or materially increase the Transporter’s costs in respect of its performance of this Agreement, without the prior consent of the Transporter (not to be unreasonably withheld or delayed).

7.2Claims against the DES Buyer

If the DES Buyer is in contravention of any provision of the DES SPA and such contravention has caused Project Co and/or the Transporter to suffer or incur any Loss, Project Co shall act reasonably to exercise its rights under the DES SPA (including making a claim against the DES Buyer) so as to recover from the DES Buyer, to the greatest extent practicable, any such Losses.

8.DIVERTED CARGOES

The Transporter shall deliver each LNG cargo scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable, and loaded in accordance with the terms of this Agreement to DES Buyer under the DES SPA, unless such cargo has been designated as a Diverted Cargo in the FOB ADP or FOB Ninety Day Schedule, as applicable.

9.LOADING POINT, TITLE AND RISK

9.1Loading Point

Project Co shall make available to the Transporter each cargo scheduled in the FOB ADP or FOB Ninety Day Schedule, as applicable, subject to the terms and conditions of this Agreement, at the point at which the flange coupling of the LNG loading line at the Corpus Christi Facility (or Alternate Production Facility, as applicable) joins the flange coupling of the LNG manifold of the relevant LNG Tanker ("Loading Point").

9.2Title and risk

Notwithstanding the Transporter loading an LNG cargo at the Loading Point and subject to Paragraph 7 of Part B and Paragraph 2.2 of Part C of Schedule 2 in respect of a Diverted Cargo or a Swapped Cargo, title to and all risks in respect of:

9.2.1LNG loaded hereunder by the Transporter at the Loading Point ("Loaded Cargo") shall remain with Project Co; and

9.2.2any LNG held in the relevant LNG Tanker prior to the loading of the Loaded Cargo and which is comingled with the Loaded Cargo in the LNG Tanker (the “FOB Heel”), shall remain with the Transporter (in that the Transporter shall retain title to and all risks in respect of the share of the commingled LNG that is equal to the quantity (in MMBtus) of the FOB Heel), provided that where the Loaded Cargo is delivered by the Transporter (on behalf of Project Co) to DES Buyer at the Delivery Point or to another Third Party buyer at the delivery point under the terms of a Mitigation Sale, (1) Project Co's share of the commingled LNG in the relevant LNG Tanker shall be deemed to be unloaded first; and (2) if the quantity (in MMBtus) delivered to DES Buyer or the relevant Third Party, as applicable, will result in a heel remaining upon completion of such delivery that is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such remaining heel, the “Delivered FOB Heel”), then title to and all risks in respect of that portion of the FOB Heel equal to the Delivered FOB Heel shall pass from the Transporter to Project Co immediately prior to delivery of such quantity to DES Buyer or the relevant Third Party, as applicable;

9.2.3any LNG remaining in the relevant LNG Tanker following delivery of the Delivered Cargo or the cargo relating to the Mitigation Sale, as applicable, in excess of the quantity of the FOB Heel shall pass from Project Co to the Transporter upon completion of unloading of the Delivered Cargo or the cargo relating to the Mitigation Sale, as applicable.

The transfers contemplated by Xxxxxx 9.2.2 and Clause 9.2.3 shall be at no additional compensation to either Project Co or the Transporter.

10.TRANSPORTATION AND LOADING

10.1Loading of Cargoes Scheduled in the FOB ADP or FOB Ninety Day Schedule

The provisions of Schedule 4 shall apply with respect to the loading of any cargoes scheduled for delivery in an FOB ADP or FOB Ninety Day Schedule, as applicable.

10.2Cost Reimbursement in respect of the DES SPA

10.2.1Pass-Through of Cost Reimbursements. Except with respect to Port and Marine Charges in respect of which Project Co is responsible under Clause 10.2.2(B), Project Co shall reimburse the Transporter for any costs and expenses incurred by the Transporter in connection with this Agreement where, and to the extent that, Project Co is entitled under the DES SPA to be reimbursed by DES Buyer for such costs and expenses.

10.2.2Port and Marine Charges.

(A)The Transporter shall be responsible for obtaining Marine Services at the unloading port at which the relevant Receiving Terminal is located. In obtaining Marine Services, the Transporter shall act as if it were responsible for the payment of those services.

(B)Project Co shall in respect of each cargo be responsible for paying all Port and Marine Charges for use of the unloading port at which the relevant Receiving Terminal is located, whether directly to the appropriate Person or as a reimbursement to the Transporter to the extent the Transporter has

paid or is responsible for paying Port and Marine Charges in respect of such cargo.

10.3Modification of LNG Tankers, Corpus Christi Facility and Primary Receiving Terminal

10.3.1In the event that a modification to an LNG Tanker is required by and made pursuant to a change in International Standards or Applicable Laws, any costs and expenses incurred by the Transporter in connection with such modification shall be solely for the account of the Transporter.

10.3.2The Parties acknowledge that the Primary Receiving Terminal may be modified by DES Buyer pursuant to Section 7.4.1 of the DES SPA. To the extent:

(A)the Primary Receiving Terminal is modified other than as permitted pursuant to Section 7.4.1 of the DES SPA; and

(B)the Primary Receiving Terminal is modified for any reason other than due to a change in Applicable Laws and /or International LNG Terminal Standards and the Transporter incurs costs and expenses in connection with modifying any LNG Tanker (that is compatible with the general specifications set forth in Section 7.2.1 of the DES SPA or otherwise has been approved pursuant to Section 7.6 of the DES SPA) to be compatible with the modified Primary Receiving Terminal,

Project Co shall reimburse the Transporter for any such costs and expenses to the extent such costs and expenses are reimbursable to Project Co by DES Buyer under said Section 7.4.2.

10.3.3The Parties acknowledge that if Project Co modifies the Corpus Christi Facility such that the Corpus Christi Facility is no longer compatible with the LNG Tanker scheduled in the FOB ADP or FOB Ninety Day Schedule, as applicable, in respect of any cargo, Project Co shall reimburse the Transporter for any costs and expenses incurred by the Transporter in modifying the LNG Tanker so that it is compatible with the modified facilities at the Corpus Christi Facility.

10.4Safety

10.4.1The Parties recognise the importance of securing and maintaining safety in all matters contemplated in this Agreement, including the construction and operation of their respective facilities and the LNG Tankers and transportation of LNG. It is the intention of each of the Parties to secure and maintain high standards of safety in accordance with International Standards and the generally accepted standards prevailing in the LNG and LNG transportation industries from time to time.

10.4.2Both Parties shall use reasonable efforts to ensure that their respective employees, agents, operators, contractors and suppliers shall have due regard to safety and abide by the relevant regulations while they are performing work and services in connection with the performance of this Agreement, including such work and services performed within and around the area of the Corpus Christi Facility, the Primary Receiving Terminal and any other applicable Receiving Terminal and on board the LNG Tankers.

11.TRANSPORT FEE

11.1Transport Fee for Delivered Cargoes

11.1.1In consideration of the Services provided by the Transporter, Project Co shall pay to the Transporter the Transport Fee, calculated in accordance with Clause 11.1.2 in respect of each Delivered Cargo that is not a Swapped Cargo.

11.1.2The "Transport Fee" in respect of each Delivered Cargo (excluding any Swapped Cargoes) shall be calculated as follows:

Transport Fee = [DES CSP x Discharge Volume] – [FOB CSP x Loaded Volume]

Where:


Discharge Volume	=	the volume of LNG (in MMBtu) in the Delivered Cargo that is delivered to DES Buyer, as measured at the Delivery Point;
Loaded Volume	=	the volume of LNG (in MMBtu) in the Loaded Cargo that is loaded from the Production Facility, as measured at the Loading Point;
DES CSP	=	either, CSP1 or CSP2, determined as follows: (i) subject to sub-part (3) of item (ii) below, where the relevant cargo hereunder is or corresponds to a T1Q Cargo under the DES SPA that is scheduled for delivery before the Conversion Date, DES CSP shall be “CSP1” (as defined in and calculated in accordance with the DES SPA); and (ii) where the relevant cargo hereunder is or corresponds to: (1) a T2Q Cargo under the DES SPA, (2) a T1Q Cargo under the DES SPA that is scheduled for delivery on or after the Conversion Date or (3) a T1Q Cargo under the DES SPA that is scheduled for delivery before the Conversion Date but in respect of which “CSP2” applies in accordance with Section 7.1.3(b) of the DES SPA, DES CSP shall be “CSP2” (as defined in and calculated in accordance with the DES SPA);
DES X0	=	“X0” as defined in the DES SPA;
DES Xy	=	“Xy” as defined in the DES SPA;
FOB CSP	=	(1.15 x HHFOB) + FOB Xy;
FOB X0	=	(i) in respect of CSP1, FOB X0 = * x DES X0; and (ii) in respect of CSP2, FOB X0 = * x DES X0;
FOB Xy	=	(i) in respect of XXX0, XXX Xy = [* + (* x DES Xy / DES X0)] x FOB X0; and (ii) in respect of XXX0, XXX Xy = [* + (* x DES Xy / DES X0)] x FOB X0.

11.2Transport Fee for Incomplete Deliveries

11.2.1In consideration of the Services provided by the Transporter, Project Co shall pay to the Transporter the Transport Fee, calculated in accordance with this Clause 11.2 in respect of each cargo scheduled for delivery in the DES ADP or DES Ninety Day Schedule, as applicable, that is not delivered to DES Buyer under the DES SPA for reasons attributable to Project Co and/or DES Buyer, including any (a) DES SPA FM Cargo, (b) cargo that DES Buyer cancels, fails to take or rejects for failure to comply with the quality specifications set forth in the DES SPA (other than as a result of the fault of the Transporter) and (c) cargo that Project Co fails to make available to the Transporter (each such case, an “Incomplete Delivery”).

11.2.2In respect of any Incomplete Delivery where the relevant cargo scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable, is loaded by

the Transporter hereunder, the Transport Fee shall be calculated in accordance with Clause 11.1.2 but replacing the definition of “Discharge Volume” with the following:


Discharge Volume			=			the volume of LNG (in MMBtu) that is delivered by Transporter at the relevant Receiving Terminal for the Mitigation Sale or alternative sale, as applicable, as measured at the delivery point at the relevant receiving terminal; and

The Transport Fee calculated pursuant to this Clause 11.2.2 shall be in addition to any amounts due in respect of the relevant Incomplete Delivery, including amounts due pursuant to Paragraph 5.1.2(ii) of Schedule 1, Paragraph 5.2.2(ii) of Schedule 1, and Paragraph 5.3.1(B)(ii) and (iii) of Schedule 1.

11.2.3In respect of any Incomplete Delivery where the relevant cargo scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable, is not loaded by the Transporter hereunder, the “Transport Fee” shall be calculated as follows:

Transport Fee = [DES CSP x DES SCQ] – [FOB CSP x FOB SCQ]

Where:


DES SCQ	=	the DES SCQ of the relevant cargo as set forth in the DES ADP or DES Ninety Day Schedule, as applicable;
FOB SCQ	=	the FOB SCQ of the relevant cargo set forth in the FOB ADP or FOB Ninety Day Schedule, as applicable;
DES CSP	=	as defined in Clause 11.1.2; provided, however, that where the Incomplete Delivery resulted from DES Buyer’s cancellation of the cargo pursuant to Section 5.6.3 of the DES SPA, the applicable DES CSP shall be an amount equal to DES Xy, as defined in Clause 11.1.2; and
FOB CSP	=	as defined in Clause 11.1.2; provided, however, that where the Incomplete Delivery resulted from DES Buyer’s cancellation of the cargo pursuant to Section 5.6.3 of the DES SPA, the applicable FOB CSP shall be an amount equal to FOB Xy, as defined in Clause 11.1.2).

12.INVOICING AND PAYMENT

12.1Invoicing

12.1.1Invoices for Transport Fees

Invoices for the Transport Fee, together with relevant supporting documents, shall be prepared and delivered by the Transporter to Project Co promptly following:

(A)in respect of a Delivered Cargo, receipt of the final inspection certificate applicable to the unloading of such Delivered Cargo;

(B)in respect of a Cancelled Cargo for which Transporter assists with the Mitigation Sale under Paragraph 5.3.1 of Schedule 1, receipt of the final inspection certificate applicable to the loading of such Cancelled Cargo;

(C)in respect of a Cancelled Cargo that is removed from the FOB ADP or FOB Ninety Day Schedule, as applicable, in accordance with Paragraph 5.3.2 of Schedule 1, receipt of the cancellation notice in respect of such Cancelled Cargo; and

(D)in respect of a DES SPA FM Cargo, the DES Delivery Window in respect of such cargo.

The invoice amount shall be the Transport Fee.

12.1.2Invoices for Various Sums Due

In the event that any sums are due from one Party to the other Party under this Agreement (other than in respect of sums to be invoiced pursuant to Clauses 12.1.1) the Party to whom such sums are owed shall furnish an invoice therefor, describing in reasonable detail the basis for such invoice and providing relevant documents supporting the calculation thereof.

12.1.3Notice of Invoices

Invoices shall be sent in accordance with Clause 28.

12.1.4Provisional Invoices

(A)In the event (i) a rate or index used in the calculation of an amount is not available on a temporary or permanent basis; or (ii) any other relevant information necessary to compute an invoice is not available, the invoicing Party may issue a provisional invoice ("Provisional Invoice") in an amount calculated, in the case of subsection (i) of this Clause 12.1.4(A), in accordance with Clause 1.3, and, in the case of subsection (ii) of this Clause 12.1.4(A), based on the best estimate of the unavailable information by the Party issuing the Provisional Invoice. A Provisional Invoice shall be deemed to be an invoice issued pursuant to Clause 12.1.1 through 12.1.2, as applicable, for the purposes of the payment obligations of Project Co or the Transporter, as applicable, and shall be subject to subsequent adjustment in accordance with Clause 12.1.4(B).

(B)If a Provisional Invoice has been issued, the invoicing Party shall issue a final invoice reflecting any credit or debit, as applicable, to the Provisional Invoice as soon as reasonably practicable after the information necessary to compute the payment has been obtained by such Party. Project Co and Transporter shall settle such debit or credit amount, as the case may be, when payment of the next invoice is due pursuant to Clause 12.2 or, if earlier, upon the termination of this Agreement.

12.2Payment

All amounts invoiced under this Agreement that are due and payable by a Party shall be paid in accordance with this Clause 12.2.

12.2.1Due Date for Payment

(a)Except as otherwise provided in Clause 12.2.1(b), the amount shown as due to be paid by a Party in an invoice issued in accordance with this Agreement shall become due and payable on the fifteenth (15th) Business Day after the date on which the relevant Party received such invoice.

(b)The amount shown as due to be paid by a Party in an invoice issued for amounts due under Paragraph 2.1 of Part A of Schedule 2 shall become due and payable on the tenth (10th) Business Day after the date on which the relevant Party received such invoice.

12.2.2Payment Method

All invoices shall be settled by payment in USD of the sum due by wire transfer of immediately available funds to an account with the bank designated by the other Party in accordance with Clause 12.2.3.

12.2.3Designated Bank

Each Party shall designate a bank in a location reasonably acceptable to the other Party for payments under this Agreement. A Party shall designate its bank by notice to the other Party initially not later than ten (10) Days prior to the date first payment under this Agreement is due to such Party and thereafter not less than ten (10) Days before any redesignation is to be effective.

12.2.4Payment Date

If any invoice issued pursuant to Clause 12.1 would result in a Party being required to make a payment on a Day that is not a Business Day, then the due date for such invoice shall be the immediately succeeding Business Day.

12.3Disputed Invoice

12.3.1Payment Pending Dispute

Absent any manifest error, each Party invoiced pursuant to Clause 12.1 shall pay all disputed and undisputed amounts due under an invoice without netting or offsetting any amounts owed by one Party to the other, including taxes (except as provided in Clause 13), exchange charges, or bank transfer charges. In the case of manifest error, the correct amount shall be paid disregarding such error, and necessary correction and consequent adjustment shall be made within five (5) Business Days after agreement or determination of the correct amount.

12.3.2Timing

Except with respect to Clauses 1.3, 12.3.4, and 15, any invoice may be contested by the receiving Party only pursuant to Clause 12.5 or if, within a period of thirteen (13) Months after its receipt thereof, that Party serves notice to the other Party questioning the correctness of such invoice. Subject to Clause 12.5, if no such notice is served, the invoice shall be deemed correct and accepted by both Parties.

12.3.3Interest

The Party who invoiced and received payment of a sum that is subsequently determined not to have been payable under this Agreement shall pay interest to the other Party at a rate per annum equal to *** percent (***%) above One-Month SOFR. Interest shall accrue from Day to Day and be calculated on the basis of a three hundred sixty (360) Day year.

12.3.4Measurement or Analysing Errors

Any errors found in an invoice or credit note which are caused by the inaccuracy of any measuring or analysing equipment or device shall be corrected in accordance with Exhibit A hereto, as applicable, and shall be settled in the same manner as is set out above in this Clause 12.3.

12.4Delay in Payment

12.4.1Interest

If either Project Co or Transporter fails to make payment of any sum as and when due under this Agreement, it shall pay interest thereon to the Transporter at a rate per annum equal to *** percent (***%) above One-Month SOFR. Interest shall accrue from Day to Day and be calculated on the basis of a three hundred sixty (360) Day year.

12.4.2Costs and Expenses

Each Party shall bear its own costs (including attorneys’ or Experts’ fees or costs) in respect of enforcement of such Party’s rights in any Dispute proceeding as a result of the other Party failing to perform or failing timely to perform its obligations under this Agreement including failing timely to make any payment in accordance with this Agreement.

12.5Audit Rights

Each Party shall have the right, exercisable once every twelve (12) Months, to cause an independent auditor, appointed by such Party at such Party’s sole cost and expense, to audit the books, records and accounts of the other Party that are directly relevant to the determination of any amounts invoiced, charged, or credited by the other Party within the previous twelve (12) Months or as otherwise required by this Agreement. Such audit shall be conducted at the office where the records are located, during the audited Party’s regular business hours and on reasonable prior notice, and shall be completed within thirty (30) Days after the audited Party’s relevant records have been made available to the auditing Party. The independent auditor shall be a major international accountancy firm, and the Party appointing such auditor shall cause the auditor to execute a confidentiality agreement acceptable to the Party being audited. If the audit discloses an error in any invoiced amount under this Agreement, then the auditing Party shall, within thirty (30) Days following completion of the audit pertaining to the affected invoice or statement, provide notice to the audited Party describing the error and the basis therefor. Promptly thereafter, the Parties shall commence discussions regarding such error in order to expeditiously, and in good faith, achieve resolution thereof, provided that any adjustments arising from such audit shall be made and all credits or charges finalized within forty-five (45) Days of completion of any relevant audit.

12.6Transporter’s Right to Suspend Performance

If the Transporter has not received payment in respect of any amounts due under any invoice(s) under this Agreement totalling in excess of USD *** (US$***) within ten (10) Business Days after the due date thereof, then without prejudice to any other rights and remedies of the Transporter arising under this Agreement or by Applicable Laws or otherwise, upon giving ten (10) Business Days’ notice to Project Co:

12.6.1the Transporter may suspend the Services until the amounts outstanding under such invoice(s) and any interest payable thereon in accordance with the terms of this Agreement have been paid in full;

12.6.2Project Co shall be deemed to have failed to make available each cargo scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable, during the period that a suspension of Services under this Clause 12.6 is effective, and Clause 16.2.1 shall apply in respect of such cargoes; and

12.6.3during the period that a suspension of Services under this Clause 12.6 is effective, the Transporter shall have no obligation to perform the Services and may use the previously scheduled LNG Tanker for any third party business to mitigate Transporter’s costs and Project Co accepts that such alternative use of the LNG Tankers may delay the recommencement of the Services following such period of suspension.

12.7Final Settlement

Within sixty (60) Days after expiration of the Term or the earlier termination of this Agreement, Project Co and the Transporter shall determine the amount of any final reconciliation payment. After the amount of the final settlement has been determined, the Transporter shall send a statement to Project Co, or Project Co shall send a statement to the Transporter, as the case may be, for amounts due under this Clause 12.7, and the Transporter or Project Co, as the case may be, shall pay such final statement no later than twenty (20) Business Days after the date of receipt thereof.

13.TAXES AND VAT

13.1Responsibility

Project Co shall indemnify and hold the Transporter and its direct or indirect members harmless from any and all Project Co Taxes, and the Transporter shall indemnify and hold Project Co and its Affiliates (other than the Transporter or its direct or indirect members) harmless from any and all Transporter Taxes.

13.2Transporter Taxes

“Transporter Taxes” means:

13.2.1any Taxes imposed from time to time on the revenue, income or profits of the Transporter (or its direct or indirect members) as a result of the existence of a taxable presence of the Transporter (or its direct or indirect members) in the relevant taxing jurisdiction (whether, for the avoidance of doubt, as a consequence of activities directly related to this Agreement performed in the taxing jurisdiction by the Transporter or otherwise); and/or

13.2.2with respect to a Diverted Cargo, any Taxes which may be levied or assessed upon the export, import, loading, unloading, transport, freight, storage, processing, ownership, transfer, sale, use, purchase or delivery of such Diverted Cargo of LNG; and/or

13.2.3with respect to a Swapped Cargo, any Taxes which may be levied or assessed upon the export, import, loading, unloading, transport, freight, storage, processing, ownership, transfer, sale, use, purchase or delivery of such Swapped Cargo of LNG occurring up to and before the Delivery Point.

13.3Project Co Taxes

“Project Co Taxes” means:

13.3.1any Taxes imposed from time to time on the revenue, income or profits of Project Co or its Affiliates (other than the Transporter or its direct or indirect members) as a result of the existence of a taxable presence of Project Co or its Affiliates (other than the Transporter or its direct or indirect members) in the relevant taxing jurisdiction (whether, for the avoidance of doubt, as a consequence of activities directly related to this Agreement performed in the taxing jurisdiction by the Transporter or otherwise); and/or

13.3.2any other Taxes imposed from time to time which may be levied or assessed in respect of or in connection with the provision of any goods or services or the taking of any action pursuant to this Agreement (including, without limitation, any Taxes that may be levied or assessed upon the export, import, loading, unloading, transport, freight, storage, processing, ownership, transfer, sale, use, purchase or delivery of LNG transported or to be transported pursuant to this Agreement; and/or

13.3.3with respect to a Swapped Cargo, any Taxes which may be levied or assessed upon the export, import, loading, unloading, transport, freight, storage, processing, ownership, transfer, sale, use, purchase or delivery of such Swapped Cargo of LNG occurring at or after the Delivery Point,

provided however that Project Co Taxes shall not include any Transporter Taxes.

13.4Withholding Taxes

If the Transporter or Project Co (in either case, the “Payor” for purposes of this Clause 13.4), is required to deduct or withhold Taxes from or in respect of any payments (whether in cash or in kind) to the other Party under this Agreement, then: (a) the Payor shall make such deductions and withholdings; (b) the Payor shall pay the full amount deducted or withheld to the appropriate Governmental Authority in accordance with Applicable Laws; (c) the Payor shall promptly furnish to the other Party the original or a certified copy of a receipt evidencing such payment; and (d) without duplication of any other provision of this Agreement, the sum payable by the Payor to the other Party shall be increased by such additional sums as necessary so that after making all required deductions and withholdings of Taxes (including deductions and withholdings of Taxes applicable to additional sums payable under this Clause 13.4), the other Party receives an amount equal to the sum it would have received had no such deductions or withholdings of Taxes been made.

13.5Transfer Taxes

Notwithstanding any other provision of this Agreement, payments pursuant to this Agreement by one Party to the other Party shall be exclusive of sales, use, value added and other similar transfer Taxes imposed on such payments (“Transfer Taxes”). In the event that any such

Transfer Taxes are imposed on such payments, the Party making the payment shall pay to the Party receiving the payment, in addition to the payment due under this Agreement, an additional amount equal to such Transfer Taxes. Any such Transfer Taxes shall be separately stated on the invoice.

14.OPTIONAL SERVICE PERIOD

14.1If any of the Trigger Events occur, an "Optional Service Period" shall immediately commence and shall continue until:

14.1.1in relation to the Trigger Event described in Clause 14.2.1, the date on which the Trigger Event is cured in a manner described in Clause 14.2.1; and

14.1.2in relation to the Trigger Events described in Clauses 14.2.2 and 14.2.3, the end of the Contract Year during which the relevant Trigger Event is cured in a manner described in Clauses 14.2.2 and 14.2.3, respectively.

14.2For the purpose of Clause 14.1, any of the following events shall be a "Trigger Event":

14.2.1An unexcused failure by the Transporter to deliver one or more cargoes designated for delivery by the Transporter under this Agreement to DES Buyer shall, upon notice from Project Co to the Transporter (which notice may be delivered by Project Co in its sole discretion), be a Trigger Event unless the Transporter pays to Project Co within thirty (30) Days following the receipt of the notice from Project Co the Transporter Failure Amount. Such Trigger Event shall be deemed to be cured upon receipt by Project Co of payment by the Transporter of the Transporter Failure Amount.

14.2.2An unexcused failure (regardless of whether such failure is cured pursuant to sub-Clause 14.2.1 above) by the Transporter to deliver to DES Buyer *** of the cargoes set out in applicable DES ADP in any Contract Year shall automatically be a Trigger Event, provided that any cargo in respect of which force majeure has been claimed under the DES SPA and/or this Agreement shall not be considered an “unexcused failure” for purposes of the foregoing. Such Trigger Event shall be deemed to be cured upon:

(A)the receipt by Project Co of payment by the Transporter of the Transporter Failure Amount in respect of each such cargo; and

(B)the delivery by the Transporter to Project Co of evidence satisfactory to Project Co (acting reasonably) explaining the reason for each non-delivery and showing that the cause of each non-delivery has been adequately addressed (in the reasonable opinion of Project Co).

14.2.3any insolvency event in respect of the Transporter shall automatically be a Trigger Event which is incapable of being cured except with the consent of Project Co.

15.FORCE MAJEURE

15.1Project Co Force Majeure

"Project Co Force Majeure" means any event or circumstance beyond the reasonable control of Project Co, having acted in a reasonable and prudent manner, and which results in or causes the delay or failure of Project Co to perform any one or more of its obligations under this Agreement other than the obligation to pay Transport Fee and other sums which may be due under this Agreement.

15.2Transporter Force Majeure

"Transporter Force Majeure" means any event or circumstance beyond the reasonable control of the Transporter, having acted in a reasonable and prudent manner, and which results in or causes the delay or failure of the Transporter to take any LNG scheduled for delivery hereunder in the FOB ADP or FOB Ninety Day Schedule, as applicable.

15.3Consequences of Force Majeure

15.3.1Project Co Force Majeure Claim

If Project Co claims Project Co Force Majeure pursuant to Clause 15.1 and, as a result of such Project Co Force Majeure a cargo cannot be made available for lifting by Transporter, (i) Transporter shall be excused from any obligation hereunder to deliver a corresponding quantity of LNG to DES Buyer under the DES SPA and (ii) Project Co shall not be required to pay the Transporter any Transport Fee in respect of such cargo.

15.3.2Transporter Force Majeure Claim

If Transporter claims Transporter Force Majeure pursuant to Clause 15.2 and, as a result of such Transporter Force Majeure a cargo cannot be loaded by Transporter (a "Transporter FM Cargo"), Transporter shall be excused for delay or failure to carry out its obligations under this Agreement to the extent that and for the period during which it is rendered unable to carry out such obligations by reason of Transporter Force Majeure, including any obligation hereunder to deliver a corresponding quantity of LNG to DES Buyer under the DES SPA. In the event of a Transporter Force Majeure:

(A)Project Co may (i) charter an LNG Tanker or enter into an agreement with a third party for the provision of lifting, transportation and delivery services, in either case for the lifting and delivery of any Transporter FM Cargo or (ii) purchase an alternative cargo from a third party supplier for delivery to the DES Buyer instead of any Transporter FM Cargo; and

(B)Project Co shall not be required to pay the Transporter any Transport Fee in respect of any Transporter FM Cargo.

15.3.3Transporter Force Majeure Claim in respect of Identified LNG Tanker

If Transporter claims Transporter Force Majeure pursuant to Clause 15.2 in respect of an Identified LNG Tanker, the fact that the Identified LNG Tanker is subject to Force Majeure (as defined in the DES SPA) at the time of nomination in the DES ADP or DES Ninety Day Schedule, as applicable, shall not limit the Transporter's right to claim Transporter Force Majeure in accordance with Clause 15.3.2, so long as such Transporter Force Majeure in respect of such Identified LNG Tanker meets the requirements for Force Majeure (as defined in the DES SPA) pursuant to Sections 14.2.3 and 14.2.4 of the DES SPA.

15.4Notification

A Transporter Force Majeure event and Project Co Force Majeure event shall take effect at the moment such an event or circumstance occurs. Upon the occurrence of a Transporter Force Majeure event or Project Co Force Majeure event that prevents, interferes with or delays the performance by the Transporter or Project Co (respectively), in whole or in part, of any of its obligations under this Agreement, the Party affected shall give notice ("FM Notice") thereof to the other Party describing such event and stating the obligations the performance of which are affected (either in the original or in supplemental notices) and stating, as applicable:

15.4.1the estimated period during which performance may be prevented, interfered with or delayed, including, to the extent known or ascertainable, the estimated extent of such reduction in performance;

15.4.2the particulars of the program to be implemented to resume normal performance under this Agreement; and

15.4.3the anticipated portion of the cargoes scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable, that will not be made available or taken, as the

case may be, by reason of Transporter Force Majeure if Transporter is the affected Party or by reason of Project Co Force Majeure if Project Co is the affected Party.

Each FM Notice shall be updated at least monthly by the Transporter during the period of such claimed Transporter Force Majeure and by Project Co during the period of such claimed Project Co Force Majeure. Such FM Notice shall specify the actions being taken to remedy the circumstances causing such Transporter Force Majeure or such Project Co Force Majeure, as applicable.

15.5Measures

Prior to resumption of normal performance, the Parties shall continue to perform their obligations under this Agreement to the extent not excused by such event of Force Majeure.

16.LIABILITIES AND INDEMNIFICATION

16.1Contravention of this Agreement

Subject to Clause 16.4, and without prejudice to any indemnity provided under this Agreement, Project Co shall be liable to the Transporter, and the Transporter shall be liable to Project Co, for any Loss which has been suffered as a result of the breach by the Party liable for any one or more of its obligations under this Agreement, provided that the Transporter shall not have any liability pursuant to this Clause 16.1 if the relevant breach of this Agreement (i) occurred despite the Transporter having acted as a Reasonable and Prudent Operator and/or (ii) was committed in accordance with the express instruction of Project Co.

16.2Performance Failure

16.2.1Failure by Project Co to make available required volume of LNG

If, with respect to any cargo scheduled for delivery under the FOB ADP or FOB Ninety Day Schedule, as applicable, Project Co fails to make available to the Transporter all or part of the FOB SCQ, and such failure is not for any reasons attributable to the Transporter (including Transporter Force Majeure), (a) the Transporter shall have no obligation to make available to DES Buyer the equivalent quantity of LNG in respect of the corresponding cargo scheduled for delivery under the DES ADP or DES Ninety Day Schedule, as applicable, and (b) Project Co shall pay the Transporter the amount that is equal to the aggregate of: (i) the Transport Fee in respect of such cargo as calculated in accordance with Clause 11.2.3 and (ii) any net incremental shipping costs incurred by the Transporter as a result of such failure (including cool-down costs). Notwithstanding part (a) of the foregoing sentence, Project Co’s failure to make available all or part of the FOB SCQ of a Diverted Cargo shall not impact the Transporter’s obligation to deliver the Swapped Cargo to DES Buyer.

16.2.2Failure by the Transporter to complete the delivery of cargo

If, with respect to any cargo scheduled for delivery under the DES ADP or DES Ninety Day Schedule, as applicable, the Transporter does not make available (and is not deemed to have made available in accordance with the DES SPA) all or part of the DES SCQ to the DES Buyer under the DES SPA (to the extent such shortfall is not otherwise excused pursuant to Section 5.7.1 of the DES SPA) (the “Transporter Shortfall Quantity”), and such failure is not (i) for any reasons attributable to Project Co (including Project Co Force Majeure) or (ii) due to Transporter Force Majeure, the Transporter shall:

(A)make payment to Project Co for any amounts owed by Project Co to DES Buyer by way of Cargo DoP Payment in respect of the Transporter Shortfall Quantity;

(B)if the Transporter Shortfall Quantity resulted from the Transporter’s failure to deliver all or part of a cargo loaded hereunder that was scheduled in the FOB ADP or FOB Ninety Day Schedule, use its reasonable efforts to resell such Transporter Shortfall Quantity on behalf of Project Co (whether as LNG or Gas) to Third Parties in order to achieve the maximum net price achievable for such Transporter Shortfall Quantity; and

(C)make payment to Project Co of any proceeds of sale received by Project Co or the Transporter (on behalf of Project Co) as a result of the resale of such Transporter Shortfall Quantity pursuant to Clause 16.2.2(B), where applicable;

and the amounts set out in Clauses 16.2.2(A) and 16.2.2(C) shall together comprise the "Transporter Failure Amount".

For the avoidance of doubt, in the event the Transporter Shortfall Quantity is less than the DES SCQ, such cargo shall be deemed a “Delivered Cargo” and Project Co shall pay the Transport Fee calculated in accordance with Clause 11.1.2 in respect of such Delivered Cargo.

16.3Demurrage and Excess Boil-off

16.3.1In the event that Project Co incurs liability for demurrage or excess boil-off under Section 7.15 of the DES SPA the following shall apply:

(A)to the extent Project Co incurred said liability as a result of the Transporter's failure to act as a Reasonable and Prudent Operator, Project Co shall have the right to invoice Transporter for any amounts due under said Section 7.15 and the Transporter shall pay such invoice; or

(B)to the extent Project Co incurred said liability as a result of circumstances other than those set out in Clause 16.3.1(A):

(1)Project Co shall be responsible for amounts due to DES Buyer under said Section 7.15; and

(2)the Transporter shall have the right to invoice Project Co for any reasonable and direct costs which the Transporter incurred as a result of the delay, provided that the Transporter used reasonable efforts to mitigate such costs.

16.3.2In the event that DES Buyer incurs liability for demurrage or excess boil-off under Section 7.13.3 of the DES SPA the following shall apply:

(A)any amount paid by DES Buyer to Project Co pursuant to said Section 7.13.3 shall be for the Transporter's account; and

(B)to the extent the amount paid to the Transporter pursuant to Clause 16.3.2(A) is less than the costs or expenses suffered or incurred by the Transporter as a result of the applicable Terminal Operator failing to berth the LNG Tanker as set out in said Section 7.13.3, the Transporter shall be entitled to invoice Project Co for any shortfall, provided that the Transporter used commercially reasonable efforts to mitigate such costs and expenses.

16.4Limitations on Liability

16.4.1Incidental and Consequential Losses

Neither Party shall be liable to the other Party hereunder as a result of any act or omission in the course of, or in connection with, the performance of this Agreement, for, or in respect of:

(A)any indirect, incidental, consequential or exemplary losses;

(B)any loss of income or profits;

(C)except as expressly provided in this Agreement, any failure of performance or delay in performance to the extent relieved by the occurrence of Transporter Force Majeure or Project Co Force Majeure in accordance with Clause 15; or

(D)except as expressly provided in this Agreement, any losses arising from any claim, demand or action made or brought against the other Party by a Third Party.

16.4.2Exclusive Remedies

A Party’s sole liability, and the other Party’s exclusive remedy, arising under or in connection with Clause 10.2, Clause 10.3, Clause 20.3.5, this Clause 16, Paragraph 4.2.1(B) of Schedule 1, Paragraphs 1.4 and 10.2.4 of Part A of Schedule 4 and Paragraph 3.3 of Schedule 5 shall be as set forth in each such provision, respectively.

16.4.3Liquidated Damages

The Parties agree that it would be impracticable to determine accurately the extent of the loss, damage and expenditure that either Party would have in the circumstances described in Clauses 14, 15.3, 16.2 and Paragraph 5.3 of Schedule 1. Accordingly, the Parties have estimated and agreed in advance that the sole liability, and exclusive remedy for such circumstances shall be as provided in those Clauses, and neither Party shall have additional liability as a result of any such circumstances. Each amount described in or determined by the provisions of Clauses 14, 15.3, 16.2 and Paragraph 5.3 of Schedule 1 is intended to represent a genuine pre-estimate by the Parties as to the loss or damage likely to be suffered by the Party receiving the payment or benefit in each such circumstance and is intended to constitute compensation, and not a penalty. Each Party waives any right to claim or assert, in any arbitration or expert determination pursuant to Clause 24 (Dispute Resolution and Governing Law) in any action with respect to this Agreement, that any of the exclusive remedies set forth in Clauses 14, 15.3, 16.2 and Paragraph 5.3 of Schedule 1 do not represent a genuine pre-estimate by the Parties as to the loss or damage likely to be suffered by the Party receiving the payment or benefit in each such circumstance or otherwise are not valid and enforceable damages.

16.4.4Express Remedies

The Parties agree that Clause 16.4.1 shall not impair a Party’s obligation to pay the amounts specified in, or the validity of or limitations imposed by, Clause 14, Clause 15.3, Clause 16.2, Paragraph 5.3 of Schedule 1, Paragraph 11.1 of Part B of Schedule 2 and Paragraph 11.2 of Part B of Schedule 2. Neither Party shall have a right to make a claim for actual damages (whether direct or indirect) or other non-specified damages under any circumstances for which an express remedy or measure of damages is provided in this Agreement.

16.4.5Remedies in Contract

Except with respect to claims for injunctive relief under Clauses 21 (Confidentiality), a Party’s sole remedy against the other Party for non-performance or breach of this Agreement or for any other claim of whatsoever nature arising out of or in relation to this Agreement shall be in contract and (save for any liability arising from the death or personal injury of a person arising from the negligence of a Party) no Party shall be liable to another Party (or its Affiliates and contractors and their respective members, directors, officers, employees and agents) in respect of any damages or losses suffered or claims which arise out of, under or in any alleged breach of statutory duty or tortious act or omission or otherwise.

16.4.6Transporter Aggregate Liability for Certain Events

(A)Notwithstanding any provision herein to the contrary, the maximum Transporter Aggregate Liability as of any given date in respect of any occurrence or series of occurrences shall not exceed the Transporter Liability Cap.

(B)"Transporter Aggregate Liability" shall mean, as of any date of determination, any and all liability of the Transporter to Project Co under this Agreement, excluding (i) any Transporter liabilities under this Agreement for which the Transporter has already made payment to Project Co as of such date, (ii) any liability caused by the gross negligence or wilful misconduct of the Transporter or an Affiliate of Transporter and (iii) any amounts related to an indemnity obligation of Transporter.

(C)The "Transporter Liability Cap" shall be USD *** (US$***).

16.4.7Disclaimer of Warranties

EXCEPT FOR WARRANTIES OF TITLE AND NO LIENS OR ENCUMBRANCES, AND SUBJECT TO THE PROVISIONS OF THIS AGREEMENT CONCERNING THE QUALITY OF LNG TO BE DELIVERED UNDER THIS AGREEMENT, TRANSPORTER EXPRESSLY NEGATES ANY WARRANTY WITH RESPECT TO LNG DELIVERED UNDER THIS AGREEMENT, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY WITH RESPECT TO CONFORMITY TO SAMPLES, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

16.5Conduct of Claims

16.5.1With respect to Third Party liabilities (including any claims by DES Buyer arising under, or in connection with the DES SPA):

(A)If any Third Party shall notify either Party (the "Notified Party") with respect to any matter that may give rise to a claim for indemnification by either Party under this Agreement (a "Third Party Claim"), then the Notified Party shall promptly notify the other Party thereof in writing setting out particulars of the Third Party Claim, provided that no delay on the part of the Notified Party in notifying the other Party shall relieve the other Party from any obligation hereunder unless (and then solely to the extent) the other Party thereby is materially prejudiced.

(B)In respect of any Third Party Claim, Transporter shall:

(1)act in accordance with any written instructions from Project Co in relation to the conduct of the Third Party Claim (including any instructions regarding the defence, settlement or compromise of such Third Party Claim);

(2)ensure that no admission of the liability or settlement or compromise in relation to the Third Party Claim is made without the prior written consent of Project Co;

(3)appoint legal counsel that is acceptable to Project Co (acting reasonably) and Project Co shall be responsible for the fees and expenses of such legal counsel;

(4)consult with Project Co in developing any strategy for defending the Third Party Claim and Project Co shall provide such assistance in relation to defending any Third Party Claim as the Transporter may reasonably request from time to time; and

(5)provide Project Co with all documentation and information reasonably requested by it in relation to the Third Party Claim (including any pleadings (in draft or final form), counsel opinions and legal advice).

17.INSURANCE

17.1The Transporter shall ensure that insurances are procured and maintained for each LNG Tanker being used to deliver LNG in accordance with Section 15.5 of the DES SPA to such extent to ensure Project Co is in compliance with such Section 15.5.

17.2Transporter shall also ensure that marine cargo insurance is procured in respect of any LNG owned by and/or transported by the Transporter on behalf of, Project Co under this Agreement (including any Swapped Cargoes) and that Project Co (and its designated lenders and their agents) are named as an additional assured on such marine cargo insurance policy. In the event that there is a claim under the marine cargo insurance policy, Project Co shall be responsible for any deductibles or retentions or excesses in any such policy and Transporter shall not compromise or abandon any claim under such insurance without Project Co’s prior written consent.

17.3The Transporter shall maintain charterer’s liability insurance with a minimum coverage of USD *** (US$***) and ensure that Project Co (and its designated lenders and their agents) are

named as an additional assured on such charterer’s liability insurance policy in respect of any LNG owned by and/or transported on behalf of Project Co under this Agreement (including any Swapped Cargoes). In the event that there is a claim under such charterer’s liability insurance policy, Project Co shall be responsible for any deductibles or retentions or excesses in any such policy and the Transporter shall not compromise or abandon any claim under such insurance without Project Co’s prior written consent.

18.REPRESENTATIONS AND WARRANTIES

18.1Representations and Warranties of the Transporter

As of the Effective Date and until the expiration or termination of this Agreement, the Transporter represents, undertakes and warrants that:

18.1.1it is and shall remain duly formed and in good standing under the laws of England;

18.1.2it has the requisite power, authority and legal right to execute and deliver, and to perform its obligations under, this Agreement and has executed and delivered this Agreement;

18.1.3the obligations to be assumed by the Transporter under this Agreement constitute legal, valid and binding obligations on the Transporter and are enforceable against the Transporter in accordance with the terms of this Agreement;

18.1.4it has not incurred any liability to any financial advisor, broker or finder for any financial advisory, brokerage, finder’s or similar fee or commission in connection with the transactions contemplated by this Agreement for which Project Co or any of its Affiliates could be liable; and

18.1.5neither the execution, delivery, nor performance of this Agreement violates or will violate, results or will result in a breach of or constitutes or will constitute a default under any provision of its organisational documents, any law, judgment, order, decree, rule, or regulation of any court, administrative agency, or other instrumentality of any Governmental Authority or of any other material agreement or instrument to which it is a party.

18.2Representations and Warranties of Project Co

As of the Effective Date and until the expiration or termination of this Agreement, Project Co represents, undertakes and warrants that:

18.2.1it is and shall remain duly formed and in good standing under the laws of the State of Delaware and duly qualified to do business in the State of Texas;

18.2.2it has the requisite power, authority and legal right to execute and deliver, and to perform its obligations under, this Agreement and has executed and delivered this Agreement;

18.2.3the obligations to be assumed by Project Co under this Agreement constitute legal, valid and binding obligations on Project Co and are enforceable against Project in accordance with the terms of this Agreement;

18.2.4it has not incurred any liability to any financial advisor, broker or finder for any financial advisory, brokerage, finder’s or similar fee or commission in connection with the transactions contemplated by this Agreement for which Transporter or any of its Affiliates could be liable; and

18.2.5neither the execution, delivery, nor performance of this Agreement, violates or will violate, results or will result in a breach of, or constitutes or will constitute a default under, any provision of its organisational documents, any law, judgment, order, decree, rule, or regulation of any court, administrative agency, or other instrumentality of any Governmental Authority or of any other material agreement or instrument to which it is a party.

18.3Business Practices

Each Party represents and warrants to the other, as of the Effective Date, that it has not taken any actions that would, if such actions were undertaken after the Effective Date, conflict with such Party’s obligations under Clause 29.1.

19.EXCHANGE OF INFORMATION

The Parties shall maintain close communication and mutually provide and shall use reasonable efforts to exchange available information directly relevant to the performance of the Services and the fulfilment of the terms and conditions of this Agreement.

20.INTELLECTUAL PROPERTY

20.1Service Information and Service Intellectual Property ownership

20.1.1As between the Parties, all Service Information and Service Intellectual Property shall automatically vest in, and be the property of, the Transporter. To the extent that ownership of any Service Information or Service Intellectual Property vests initially in Project Co, Project Co hereby assigns to the Transporter absolutely, all its rights, title and interest in the Service Information or Service Intellectual Property (as applicable).

20.2Optional Service Period

20.2.1During an Optional Service Period, the Transporter hereby grants Project Co an irrevocable, non-exclusive, royalty free, non-sub-licensable (save as otherwise permitted in this Clause 20.2), non-transferable licence to use all Service Information and Service Intellectual Property for the sole and exclusive purpose of engaging one or more Persons to provide the Services or services similar or ancillary to the Services for the duration of such Optional Service Period, including the right to grant sub-licences to such one or more Persons solely and exclusively to provide the Services or services similar or ancillary to the Services under this Agreement for the duration of such Optional Service Period, provided that Project Co shall ensure that any Person that receives Service Information and/or Service Intellectual Property pursuant to this Clause 20.2.1 shall have entered into a confidentiality agreement that is reasonably acceptable to the Transporter.

20.2.2In respect of any sub-licence or licence granted under this Clause 20.2, Project Co:

(A)shall, and shall use all commercially reasonable efforts to procure that any sub-licensee shall, comply with all reasonable directions of the Transporter with respect to the use of the Service Information and the Service Intellectual Property so licensed; and

(B)undertakes, at the reasonable request of the Transporter, to, and shall use all commercially reasonable efforts to procure that any sub-licensee shall, execute all such documents and do all reasonable acts within their capacity which may be necessary to bring into effect or confirm the terms of any such sub-licence or licence.

20.2.3As between the Parties, all Service Information or Service Intellectual Property made, invented, developed, created, conceived, or otherwise modified by Project Co or any sub-licensee during an Optional Service Period shall automatically vest in, and be the property of, the Transporter.

20.2.4At the end of an Optional Service Period, at the reasonable request of the Transporter, Project Co shall, and shall use all commercially reasonable efforts to procure that any sub-licensee shall:

(A)provide to the Transporter originals of all documents and other materials in any form in its possession or control bearing or embodying any of the Service Information or Service Intellectual Property so licensed in accordance with this Clause 20.2; and

(B)at the option of the Transporter acting reasonably permanently erase or destroy all copies thereof.

20.3Service Information retention and audit

20.3.1The Transporter shall retain copies of all:

(A)Service Information; and

(B)to the extent not Service Information, all data, reports, correspondence and information relating to the Services which Project Co is required to keep under Section 26.4 of the DES SPA,

for a period of not less than five (5) years following the year in which the Service Information was generated or to which such Service Information relates (whichever is later).

20.3.2Subject to Clause 20.3.4, if pursuant to Section 26.4 of the DES SPA:

(A)DES Buyer asserts that Project Co has not complied with its obligations under Sections 26.1, 26.2, 26.3.1(ii) and 26.3.2 of the DES SPA (together the "Compliance Obligations") and DES Buyer subsequently instructs an independent auditor to audit the records of Project Co in respect of the asserted noncompliance;

(B)the independent auditor determines that Project Co has breached certain or all of its Compliance Obligations ("Compliance Obligation Breach"); and

(C)the Compliance Obligation Breach arose from an act or omission of the Transporter or any of the Transporter's employees, contractors or agents,

the Transporter shall indemnify and hold harmless Project Co from all Losses arising from the Compliance Obligation Breach.

20.3.3Subject to Clauses 16.4 and 20.3.4, if Project Co breaches Sections 26.1, 26.3 or 26.4 of the DES SPA and such breach(es) arose from an act or omission of the Transporter or any of the Transporter's employees, contractors or agents, the Transporter shall indemnify and hold harmless Project Co from all Losses arising from such breach(es).

20.3.4The Transporter shall not be required to indemnify and hold harmless Project Co under Clause 20.3.2 or Clause 20.3.3 against any Losses arising from a Compliance Obligation Breach or Project Co's breach of Sections 26.1, 26.3 or 26.4 of the DES SPA to the extent that the Transporter's act or omission which gave rise to the Compliance Obligation Breach or other relevant breach(es) of the DES SPA was in response to an express instruction of Project Co.

20.3.5Other than in respect of an audit for which the Transporter is required to indemnify Project Co pursuant to Clause 20.3.2, Project Co shall reimburse Transporter for all costs and expenses incurred in respect of any audit of the books and records retained by Transporter in connection with this Agreement.

21.CONFIDENTIALITY

21.1Duty of Confidentiality

The (i) terms of this Agreement and (ii) any information disclosed by either Party to the other Party in connection with this Agreement which is not:

21.1.1already known to the recipient from sources other than the other Party;

21.1.2already in the public domain (other than as a result of a breach of the terms of this Clause 21.1); or

21.1.3independently developed by the recipient,

shall be "Confidential Information" and shall, unless otherwise agreed in writing by the disclosing Party, be kept confidential and shall not be used by the receiving Party other than for a purpose connected with this Agreement or, except as provided below, disclosed to third parties by the receiving Party.

21.2Permitted Disclosures

21.2.1The Confidential Information, which either Party receives from the other, may be disclosed by such Party:

(A)to any Person who is such Party’s legal counsel, other professional consultant or adviser, transporter, insurer, accountant or construction contractor; provided that such disclosure is solely to assist the purpose for which such Person was so engaged;

(B)if required and to the extent required by the rules of any recognised stock exchange or agency established in connection therewith upon which the securities of such Party or a company falling within Clause 21.2.1(E) are quoted;

(C)if required and to the extent required by the U.S. Department of Energy;

(D)without limiting Clause 21.2.1(C), if required and to the extent required by any Applicable Laws, or such Party becomes legally required (by oral questions, interrogatories, request for information or documents, orders issued by any Governmental Authority or any other process) to disclose such information, or to the extent necessary to enforce Clause 24.1.1 or any arbitration award or binding decision of an Expert (including by filing Confidential Information in proceedings before a court or other competent judicial authority) or to enforce other rights of a party to the Dispute; provided that such Party shall, to the extent practicable, give prior notice to the other Party of the requirement and the terms thereof and shall cooperate with the other Party to minimise the disclosure of the information, seek a protective order or other appropriate remedy, and if such protective order or other remedy is not obtained, then such Party will furnish only that portion of such information that it is legally required to furnish;

(E)to any of its Affiliates or shareholders (or any company involved in the provision of advice to any such Affiliate or shareholder for the purposes of this Agreement) and any employee of that Party or of a company to which disclosure is permitted pursuant to this Clause 21.2.1(E);

(F)to any bona fide intended assignees of a Party’s interests under this Agreement;

(G)to any Third Party as reasonably necessary for the performance of a Party’s obligations under this Agreement;

(H)to any arbitrator appointed in accordance with Clause 24.1.4, or Expert appointed pursuant to Clause 24.2.2, or to any other party to an arbitration or Expert proceeding arising under or in connection with this Agreement, or to any witnesses appearing in an arbitration under Clause 24.1 or in an Expert proceeding under Clause 24.2; or

(I)to any Person reasonably required to see such Confidential Information, in connection with any bona fide financing or offering or sale of securities by Project Co or Transporter or any Affiliate of Project Co or Transporter or any Affiliate of any of the shareholders or members of Project Co or Transporter, to comply with the disclosure or other requirements of Applicable Law or of financial institutions or other participants (including rating agencies) in such financing, offering or sale.

21.2.2The Party making the disclosure shall ensure that any Person listed in Clauses 21.2.1(A), (E), (F), (G), (H) or (I) to which it makes the disclosure (excluding any legal counsel, arbitrator or Expert already bound by confidentiality obligations) undertakes to hold such Confidential Information subject to confidentiality obligations equivalent to those set out in Clause 21.1 (or customary confidentiality provisions in the context of capital markets offerings and for ratings agencies). In the case of a disclosure to an employee made in accordance with Clause 21.2.1(E), the undertaking shall be given by the company on its own behalf and in respect of all its employees.

21.2.3Project Co may disclose Confidential Information to its long-term customers related to scheduling, operations and other relevant technical information to comply with Project Co's performance of its scheduling obligations in respect of such customers, only to the extent necessary to ensure the effective implementation thereof.

21.2.4No press release concerning the execution of this Agreement or resolution of any Disputes shall be issued unless agreed by the Parties.

21.3Duration of Confidentiality

The foregoing obligations with regard to the Confidential Information shall remain in effect for three (3) years after this Agreement is terminated or expires.

22.DEFAULT AND TERMINATION

22.1Termination Events

The following circumstances (each, a "Termination Event") shall give rise to the right for either or both of Project Co and Transporter (as the case may be) to terminate this Agreement:

22.1.1in respect of either Party, if the other Party fails to pay or cause to be paid any amount or amounts in the aggregate due that are in excess of USD *** (US$***) for a period of ten (10) Days or more following the due date of the relevant invoice;

22.1.2in respect of either Party, violation of Clause 18.3 (Business Practices) or Clause 29.1.1(ii) (Prohibited Practices) by the other Party;

22.1.3in respect of either Party, if the other Party fails to comply with assignment and novation rights set out in Clause 25 (Assignments);

22.1.4in respect of Project Co, violation of Clause 29.2(Trade Law Compliance) or Paragraph 13.1 of Part B of Schedule 2 by Transporter;

22.1.5in respect of Project Co, if a Trigger Event upon which Optional Service Period commenced is not cured in accordance with Clause 14.2 within:

(A)one hundred eighty (180) Days after the beginning of an Optional Service Period in the circumstances set forth in Clause 14.2.1 or Clause 14.2.2; or

(B)immediately in the case of an Optional Service Period in the circumstances set forth in Clause 14.2.3;

22.1.6in respect of Project Co, if Transporter Aggregate Liability exceeds the Transporter Liability Cap; and

22.1.7in respect of either Party, on or after the date that the FOB Conversion is in full force and effect.

22.2Termination

22.2.1Notice of Termination

Upon the occurrence of any Termination Event, subject to Clause 22.2.6, the Party which has the right under Clause 22.1 to terminate this Agreement ("Terminating Party") may give notice thereof to the other Party (other than in the case of Clause 22.1.5(B) where such notice shall not be required), specifying in reasonable detail the nature of such Termination Event.

22.2.2Timing

Subject to Clause 22.2.3:

(A)upon the occurrence of a Termination Event described in Clause 22.1.2, Clause 22.1.3, Clause 22.1.5 or Clause 22.1.7, the Terminating Party’s notice pursuant to Clause 22.2.1 shall terminate this Agreement immediately and in the case of Clause 22.1.5(B) this Agreement shall terminate immediately upon occurrence of such Termination Event whether or not such notice is provided; and

(B)upon the occurrence of a Termination Event described in Clause 22.1.1 or Clause 22.1.6, at any time after the expiry of a period of forty-five (45) Days after the Terminating Party gave notice pursuant to Clause 22.2.1, unless the circumstances constituting the Termination Event have been fully remedied or cease to apply, the Terminating Party may terminate this

Agreement with immediate effect by giving notice of such termination to the other Party.

22.2.3Termination Notice Period

(A)Project Co may issue a termination notice pursuant to Clause 22.2.1 (other than in the case of Clause 22.1.5(B), where such notice shall not be required) or 22.2.2(B), as applicable, stating the date on which this Agreement shall terminate (such date should not fall later than sixty (60) Days from the date of such notice). For avoidance of doubt, if Project Co elects to exercise its right under this Clause 22.2.3, then Clause 22.2.2 shall not apply and this Agreement shall terminate on the date stated by Project Co in the notice and Transporter shall be required to continue to comply with its obligations under this Agreement until the date of such termination.

(B)Either Party may issue a termination notice pursuant to Clause 22.1.7 stating the date on which this Agreement shall terminate. For avoidance of doubt, if either Party elects to exercise its right under this Clause 22.2.3, then Clause 22.2.2 shall not apply and this Agreement shall terminate on the date stated by the Party in the notice and the other Party shall be required to continue to comply with its obligations under this Agreement until the date of such termination.

22.2.4Handover Requirements

In the event of termination by Transporter or expiry of this Agreement, Transporter shall forthwith:

(A)provide all information reasonably requested by Project Co relating to the Services provided under this Agreement, including all documentation relating to the cargoes delivered pursuant to this Agreement; and

(B)provide such technical and operational handover support for a period of no more than ninety (90) Days as reasonably requested by Project Co to transition the administration of the DES SPA to Project Co or Project Co's designated representative. For the avoidance of doubt, during such transition Project Co may engage one or more Persons other than the Transporter to provide the Services.

22.2.5Rights Accrued Prior to Termination

Termination of this Agreement shall be without prejudice to:

(A)the rights and liabilities of the Parties accrued prior to or as a result of such termination; and

(B)claims for breaches of Clause 21 that occur during the three (3) year period after termination of this Agreement.

22.2.6Limits to Termination

Neither Project Co nor Transporter, respectively, may terminate this Agreement if the Termination Event occurs solely because of a breach by the non-terminating Party arising from events for which that non-terminating Party would otherwise be entitled to terminate this Agreement.

22.3Survival

The following provisions shall survive expiration or termination of this Agreement: Clauses 1 (Definitions and Interpretation), 12 (Invoicing and Payment), 13 (Taxes and VAT), 16 (Liabilities and Indemnification), 21 (Confidentiality) (to the extent provided therein), and 24 (Dispute Resolution and Governing Law), 25 (Assignments), 27 (Miscellaneous), 28 (Notices) and 29 (Business Practices), in addition to this Clause 22.3.

23.TERMINATION OF DES SPA

23.1In the event the DES SPA is terminated for any reason or the Transporter does not consent to a transfer of this Agreement in the circumstances described in Clause 25.3.2(C), this Agreement shall terminate with effect from the date that the DES SPA termination takes effect and the following provisions of Clause 23.2 shall apply.

23.2Subject to Clause 23.1, unless this Clause 23 is applicable as a result of the termination of the DES SPA that is due to the fault of Transporter, Project Co shall pay to Transporter termination compensation equal to the net present value of the total revenue reasonably expected by the Transporter under this Agreement, from delivery of the cargoes that would have otherwise been delivered during the remainder of the Term had the DES SPA not been terminated, minus the amount Transporter can reasonably be expected to recover by redeploying LNG Tankers under contract at the time of termination of this Agreement. Each of the Parties agree that the termination compensation is not a penalty but is liquidated damages in a reasonable amount that will compensate Transporter in circumstances in which the termination compensation is payable, which amount would otherwise be impossible to calculate with precision.

24.DISPUTE RESOLUTION AND GOVERNING LAW

Any dispute, controversy or claim arising out of or relating to this Agreement, including its subject matter, existence, formation, validity, interpretation, performance, breach, enforceability, or termination (including any non-contractual dispute or claim) (“Dispute”) shall be determined in accordance with the procedure in this Clause 24.

24.1Arbitration

24.1.1Any Dispute, other than a Dispute submitted to an Expert under Clause 24.2, shall be referred to and finally be determined by arbitration in accordance with the Arbitration Rules of the International Chamber of Commerce (the “ICC Rules”).

24.1.2The seat of the arbitration shall be Singapore. In person hearings, if any, shall also be held in Singapore.

24.1.3The language of the arbitration shall be English.

24.1.4The number of arbitrators shall be three. The Claimant or group of Claimants shall nominate one arbitrator in the Request for Arbitration and the Respondent or group of Respondents shall nominate one arbitrator in the Answer. If either side fails to make a nomination, the ICC International Court of Arbitration (“ICC Court”) shall appoint the relevant arbitrator without affecting any nomination or confirmation of an arbitrator by the other side. The two arbitrators nominated by the parties shall within [30] days of the confirmation of the second arbitrator jointly nominate a third arbitrator to act as president of the arbitral tribunal. If the party-nominated arbitrators fail to agree, the ICC Court shall appoint the president of the arbitral tribunal. If this clause operates to exclude a party's right to choose its own arbitrator, each party irrevocably and unconditionally waives any right to do so. For the purposes of appointing arbitrators under this Clause 24.1.4, (a) Project Co and all Persons whose interest in this Agreement derives from Project Co shall be considered as one party; and (b) Transporter and all Persons whose interest in this Agreement derives from Transporter shall be considered as one party.

24.1.5The arbitration award shall be final and binding and enforceable in any court of competent jurisdiction.

24.1.6No Party may publish, disclose or communicate any documents or information relating to (a) the arbitral proceedings under this Clause 24.1; or (b) any order or award made in those arbitral proceedings, save and to the extent that the Party is required to make such disclosure to fulfil a legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority.

24.1.7The Parties do not consent to the publication of any award made pursuant to this clause.

24.1.8Each Party agrees (i) to be joined to any arbitration commenced under this Agreement or any Related Agreement; (ii) to the consolidation of any two or more arbitrations commenced under this Agreement or any Related Agreement into a

single arbitration; and (iii) that Disputes may be determined in a single arbitration together with disputes arising out of or in connection with any Related Agreement.

24.1.9Without in any way prejudicing or intending to limit the application, scope or effectiveness of this agreement to arbitrate, to the extent that any claim or cause of action arising out of or in connection with this Agreement or any transaction contemplated by this Agreement is not arbitrated, each of the Parties irrevocably and voluntarily waives any right they may have had to a trial by jury in respect of such claim or cause of action.

24.2Expert Determination

24.2.1Where there is a disagreement between the Parties regarding a measurement under Exhibit A or in accordance with Clause 1.3.2 or any other Dispute which the Parties agree in writing to submit to an Expert (“Measurement Dispute”), the Parties hereby agree that such Measurement Dispute may be resolved by Expert Determination in accordance with this Clause 24.2.1. The Party desiring to refer a Measurement Dispute to an expert determination shall give the other Party written notice of the referral.

24.2.2The Expert shall be appointed by agreement between the parties within [10] days of the notice of referral or, failing such agreement, by the ICC International Centre for ADR (“the Centre”). Where the Expert has to be appointed by the Centre, the Centre shall administer the proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce. The Expert shall be and remain at all times wholly independent and impartial, and, once appointed, the Expert shall have no ex parte communications with any of the Parties to the Measurement Dispute concerning the expert determination or the underlying Measurement Dispute. The Parties to the Measurement Dispute shall cooperate fully in the expeditious conduct of such expert determination and provide the Expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner.

24.2.3The Expert Determination proceedings shall not be regarded as an arbitration.

24.2.4The Expert Determination proceedings, including the Expert’s decision, shall be confidential and any evidence given, or statements made in the course of the hearing may not be used against a Party in any other proceedings other than in relation to this Agreement.

24.2.5The Expert shall render its reasoned decision in writing (including reasons) on the Measurement Dispute no later than sixty (60) Days after his or her appointment. Before issuing a final decision, the Expert shall issue a draft report and allow the Parties to the Measurement Dispute five (5) days to comment on it (which comments the Expert shall consider but not be under any duty to incorporate).

24.2.6The Expert shall determine the portion of the costs of the referral to be paid by each Party; however, each Party shall be responsible for its own costs associated with the referral.

24.2.7In the absence of fraud, the Expert’s decision shall be final and binding on the Parties to the Measurement Dispute upon the notification to them of the Expert’s written decision unless any of the Parties refer the Measurement Dispute to arbitration pursuant to Clause 24.1 of this Agreement within thirty (30) Days upon notification of the Expert’s decision.

24.2.8The Expert shall not be appointed in the arbitration as an arbitrator or as advisor to either Party without the agreement of the Parties to the Measurement Dispute.

24.3Governing Law

This Agreement, including the other provisions of this Clause 24.3, shall be governed by and construed in accordance with the laws of the State of New York (United States of America) without regard to principles of conflict of laws that would specify the use of other laws.

25.ASSIGNMENTS

25.1Merger, Consolidation

This Agreement shall be binding upon and inure to the benefit of any successor to each of Project Co and Transporter by merger or consolidation.

25.2Assignments by Transporter

25.2.1Prior Written Consent

The Transporter may novate or assign this Agreement in its entirety to another Person (other than an Affiliate of the Transporter), for the remainder of the Term, upon the prior written consent of Project Co (which consent shall not be unreasonably withheld or delayed), provided that such assignee assumes all of the obligations of the Transporter under this Agreement commencing as of the date of the assignment by execution of a copy of this Agreement in its own name (countersigned by Project Co) or by execution of a binding assignment and assumption agreement which is enforceable by Project Co.

25.2.2Without Prior Consent

The Transporter may novate or assign this Agreement in its entirety, for the remainder of the Term, without Project Co’s prior consent, to an Affiliate of the Transporter, provided that:

(A)such Affiliate assignee assumes all of the obligations of the Transporter under this Agreement commencing as of the date of the novation or the assignment by execution of a copy of this Agreement in its own name (countersigned by Project Co) or by execution of a binding assignment and assumption agreement which is enforceable by Project Co;

(B)such Affiliate provides evidence that it has sufficient transportation arrangements in place or projected to provide the Services as contemplated by this Agreement, and a reasonable track record of managing such agreements; and

(C)performance of this Agreement by Project Co with such Affiliate assignee would comply with Applicable Laws and all relevant Approvals.

25.2.3Further Obligations

Upon a novation or assignment by the Transporter in accordance with this Clause 25.2, the Transporter shall be released from all further obligations, duties and liabilities under this Agreement, other than any obligations, duties and liabilities arising prior to the date of effectiveness of such novation or assignment.

25.3Assignments by Project Co

25.3.1Prior Written Consent

Project Co may novate or assign this Agreement in its entirety, for the remainder of the Term, upon the prior written consent of the Transporter (which consent shall not be unreasonably withheld or delayed), provided that the assignee assumes all of the obligations of Project Co under this Agreement commencing as of the date of the assignment or novation by execution of a copy of this Agreement in its own name (countersigned by the Transporter) or by execution of a binding assignment and assumption agreement which is enforceable by the Transporter.

25.3.2Transfer of DES SPA

(A)The Transporter acknowledges that Project Co may assign or novate the DES SPA in accordance with its terms and without the prior consent of the Transporter.

(B)Where Project Co assigns or novates the DES SPA but does not at the same time, assign or novate this Agreement to the same Person, then this Agreement shall terminate with effect from the date of such novation or

assignment of the DES SPA and Project Co shall pay the Transporter the termination payment referred to in Clause 23.

(C)Where Project Co intends to assign or novate the DES SPA and this Agreement to the same Person, Clause 25.3.1 shall apply, and where the Transporter does not consent to the assignment or novation of this Agreement, this Agreement shall terminate and Project Co shall pay the termination payment referred to in Clause 23.

25.3.3Pursuant to Direct Agreement.

Project Co may novate or assign this Agreement in its entirety, for the remainder of the Term, to the extent that the Transporter has so consented in a Direct Agreement.

25.3.4Further Obligations

Upon a novation or assignment by Project Co, in accordance with this Clause 25.3, Project Co shall be released from all further obligations, duties and liabilities under this Agreement, other than any obligations, duties and liabilities arising prior to the date of effectiveness of such novation or assignment.

25.4Financing by Project Co or its Affiliates

25.4.1Lender Financing

Project Co and/or its Affiliates shall each have the right to obtain financing from Lenders. In connection with any financing or refinancing of Project Co’s activities or any LNG production facility owned, operated or being developed by Project Co or any of its Affiliates, the Transporter shall, if so requested by Project Co, deliver to the relevant Lenders or the agent acting on behalf of any such Lenders (“Lenders’ Agent”), certified copies of its corporate charter and by-laws, resolutions, incumbency certificates, financial statements, opinions of counsel and such other items as available and upon reasonable request by Lenders or Lenders’ Agent. The Transporter shall not be required to provide any documents or information which would cause it to be in breach of Applicable Laws, including the rules of any recognized stock exchange.

25.4.2Assignment as Security

The Transporter further acknowledges and agrees that Project Co may assign, transfer, or otherwise encumber, all or any of its rights, benefits and obligations under this Agreement to such Lenders or Lenders’ Agent as security for the obligations of Project Co or its Affiliates to the respective Lenders. Accordingly, upon Project Co’s request pursuant to a notice hereunder, the Transporter shall enter into direct agreements (each, a “Direct Agreement”) that:

(i)provide for the assignment and transfer of the assigning Person’s rights and obligations under this Agreement or the relevant other agreement to a nominee of Lender following a default by the assigning Person under its lending arrangement; and

(ii)are substantially in the form of Schedule 7, with such revisions as may be required by the Lenders or Lenders’ Agent so long as such changes do not materially affect the Transporter’s rights or obligations under this Agreement, and (ii) contain such further undertakings that are normal and customary in project financings or refinancings of this type; provided, however, that, the Transporter shall not be required to provide (or cause to be provided) any

guaranty or similar commitment in favour of the Lenders, Project Co or any other Person.

26.FOB CONVERSION

26.1Notice of FOB Conversion

The Transporter shall have the right, upon notice to Project Co, to:

26.1.1cause Project Co to assign, delegate or novate its rights and obligations under the DES SPA to the Transporter; and

26.1.2enter into an LNG sale and purchase agreement with Project Co (the "New FOB SPA") in accordance with Clause 26.2 for the sale, purchase and delivery of volumes of LNG by Project Co to Transporter

(the items described in Clause 26.1.1 and Clause 26.1.2, the “FOB Conversion”).

26.2New FOB SPA

26.2.1Unless the Parties agree otherwise:

(A)the scheduling and loading regime of the New FOB SPA shall be consistent with Schedule 4 and Schedule 5 of this Agreement;

(B)the New FOB SPA shall incorporate standard terms for the delivery of LNG on an FOB basis from the U.S. Gulf Coast;

(C)the term and quantity of LNG to be delivered under the New FOB SPA shall be limited to such period and amount so as to enable Transporter to satisfy the delivery obligations to DES Buyer under the DES SPA in respect of that portion of the term of the DES SPA that is assigned or novated to the Transporter as described in Clause 26.1.1;

(D)the contract price (in USD per MMBtu) in respect of LNG sold and delivered under the New FOB SPA shall be equivalent to the FOB CSP;

(E)the New FOB SPA shall require that the Transporter (as buyer under such LNG sale and purchase agreement) satisfy the required credit criteria for such New FOB SPA to be a “Qualifying LNG SPA” under the terms of the financing arrangements between Project Co and Lenders.

26.3Finalisation of documentation

26.3.1Upon receipt by Project Co of notice from Transporter under Clause 26.1 Project Co and the Transporter will promptly finalise the documentation required to achieve the FOB Conversion, including execution of any assignment and/or novation agreements required in respect of the DES SPA, execution of the New FOB SPA and any ancillary agreements required thereunder.

26.3.2If the Parties have failed to enter into the New FOB SPA within sixty (60) Days after the notice provided by the Transporter under Clause 26.1 at any time thereafter Transporter may issue the New FOB SPA to Project Co, provided such New FOB SPA is consistent with and substantially reflects the terms set out in Clause 26.2, and upon the issue of such New FOB SPA by Transporter to Project Co, the terms of such New FOB SPA shall be legally binding on both Parties.

27.MISCELLANEOUS

27.1Disclaimer of Agency

This Agreement does not appoint either Party as the agent, partner or legal representative of the other for any purposes whatsoever, and neither Party shall have any express or implied

right or authority to assume or to create any obligation or responsibility on behalf of or in the name of the other Party.

27.2Entire Agreement

This Agreement, together with the Schedules hereto, constitutes the entire agreement between the Parties and includes all promises and representations, express or implied, and supersedes all other prior agreements and representations, written or oral, between the Parties relating to the subject matter. Anything that is not contained or expressly incorporated by reference in this instrument, is not part of this Agreement.

27.3Third Party Beneficiaries

The Parties do not intend any term of this Agreement to be for the benefit of, or enforceable by, any Third Party. The Parties may rescind or vary this Agreement, in whole or in part, without the consent of any Third Party, even if as a result such Third Party’s rights to enforce a term of this Agreement will be varied or extinguished.

27.4Amendments and Waiver

This Agreement may not be supplemented, amended, modified or changed except by an instrument in writing signed by Project Co and Transporter and expressed to be a supplement, amendment, modification or change to this Agreement. A Party shall not be deemed to have waived any right or remedy under this Agreement by reason of such Party’s failure to enforce such right or remedy.

27.5Further Assurances

Each Party hereby agrees to take all such action as may be necessary to effectuate fully the purposes of this Agreement, including causing this Agreement or any document contemplated herein to be duly registered, notarised, attested, consularised and stamped in any applicable jurisdiction.

27.6Severability

If and for so long as any provision of this Agreement shall be deemed to be judged invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other provision of this Agreement except only so far as shall be necessary to give effect to the construction of such invalidity, and any such invalid provision shall be deemed severed from this Agreement without affecting the validity of the balance of this Agreement.

27.7Counterparts

This Agreement may be executed in any number of counterparts, each of which shall for the purposes be deemed to be an original; but such counterparts shall together constitute but one and the same instrument.

28.NOTICES

28.1Form of Notice

28.1.1Except as expressly set forth herein, including in respect of any notices required for the provision of the Services and performance of the DES SPA by Project Co, any notice, invoice or other communication from one of the Parties to the other Party (or, where contemplated in this Agreement, from or to the Transporter or the master of the LNG Tanker), which is required or permitted to be made by the provisions of this Agreement shall be:

(A)made in the English language;

(B)made in writing;

(C)(i) delivered by hand or sent by courier to the address of the other Party which is shown below or to such other address as the other Party shall by notice require or (ii) except for any notice provided under Clause 22 or Clause 23, Clause 24or Clause 29, be sent by electronic mail to the e-mail address of the other Party which is shown below or to such other e-mail address as the other Party shall by notice require; and

(D)marked for the attention of the Person(s) there referred to or to such other Person(s) as the other Party shall by notice require.

28.1.2The addresses of the Parties for service of notices are as follows:


Project Co:			Corpus Christi Liquefaction, LLC
			000 Xxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000
			Telephone: (000) 000-0000
			E-mail: ***
			Attention: Commercial Operations
Transporter:			Cheniere Marketing International LLP
			The Zig Zag Building, 3rd floor, 00 Xxxxxxxx Xxxxxx Xxxxxx, XX0X 0XX
			Telephone: x00 00 0000 0000
			E-mail: ***
			Attention: Commercial Operations

28.2Effective Time of Notice

28.2.1Any notice, invoice or other communication made by one Party to the other Party in accordance with the foregoing provisions of this Clause 28 shall be deemed to be received by the other Party:

(A)if delivered by hand or by courier, on the Day on which it is received at that Party’s address; and

(B)if sent by e-mail, on the next Day on which the office of the receiving Party is normally open for business following the Day on which it is received in a legible form at the address to which it is properly addressed.

The foregoing shall not apply to notices or communications sent by e-mail under Schedule 4, which shall be deemed effective at the time transmitted to the e-mail address shown above or such other e-mail address previously notified by the receiving Party.

28.2.2Without limiting the meaning of the word “received” for the purpose of the preceding Clause 28.2.1, a notice which is delivered by hand or by courier shall be deemed to have been received at a Party’s address if it is placed in any receptacle normally used for the delivery of post to the address of that Party.

28.3Notices under DES SPA

The Transporter shall provide Project Co a copy of each notice, invoice or other communication provided to DES Buyer under Section 25 of the DES SPA. Such copy shall be sent to the email address set forth above or at such other e-mail address as Project Co shall by notice require.

29.BUSINESS PRACTICES

29.1Prohibited Practices

29.1.1Each Party agrees that in connection with this Agreement and the activities contemplated herein, it will take no action, or omit to take any action, which would (i) violate any Applicable Law applicable to that Party, or (ii) cause the other Party to be in violation of any Applicable Law applicable to such other Party, including the U.S. Foreign Corrupt Practices Act, the OECD convention on anti-bribery, the U.K. Bribery Act of 2010, E.U. and E.U. member country anti-bribery and corruption laws, and corruption or any similar statute, regulation, order or convention binding on such other Party, as each may be amended from time to time, and including any implementing regulations promulgated pursuant thereto.

29.1.2Without limiting Clause 29.1.1, each Party agrees on behalf of itself, its directors, officers, employees, agents, contractors, and Affiliates, not to pay any fees, commissions or rebates to any employee, officer or agent of the other Party or its Affiliates or shareholders nor provide or cause to be provided to any of them any gifts or entertainment of significant cost or value in connection with this Agreement or in order to influence or induce any actions or inactions in connection with the commercial activities of the Parties hereunder.

29.2Trade Law Compliance

29.2.1Project Co shall notify the Transporter in writing of the terms of any Export Authorization applicable to the export of LNG sold and delivered pursuant to the DES SPA within five (5) Business Days of:

(A)the date of this Agreement;

(B)any amendment, derogation, or supplement to any Export Authorization applicable to the export of LNG sold and delivered pursuant to the DES SPA; and

(C)the grant to Project Co or any Person acting as agent on behalf of Project Co of any new Export Authorization applicable to the export of LNG sold and delivered pursuant to the DES SPA.

29.2.2The Transporter shall not take any action (nor shall it omit to take any action) in connection with this Agreement that would cause Project Co to violate or be in violation of any Export Authorization.

29.2.3If any Export Authorization requires conditions to be included in this Agreement then, within fifteen (15) Days following the issuance of the Export Authorization imposing such condition, the Parties shall discuss the appropriate changes to be made to this Agreement to comply with such Export Authorization and shall amend this Agreement accordingly.

29.3Records; Audit

Each Party shall keep all records necessary to confirm compliance with Clauses 29.1.1(ii), and 29.1.2 for a period of five (5) years following the year for which such records apply. If either Party asserts that the other Party is not in compliance with Clauses 29.1.1(ii), or 29.1.2, the Party asserting noncompliance shall send a notice to the other Party indicating the type of noncompliance asserted. After giving such notice, the Party asserting noncompliance may cause an independent auditor to audit the records of the other Party in respect of the asserted noncompliance. The costs of any independent auditor under this Clause 29.3 shall be paid (i) by the Party being audited, if such Party is determined not to be in compliance with Clauses 29.1.1(ii), or 29.1.2, as applicable, and (ii) by the Party requesting the audit, if the Party being audited is determined to be in compliance with Clauses 29.1.1(ii), or 29.1.2 as applicable.

29.4Indemnity

Subject to Clause 16.4 each Party agrees to indemnify and hold the other Party harmless from any Losses arising out of the indemnifying Party’s breach of any or all of Clause 29.1, or Clause 29.3 or the breach of the representation and warranty in Clause 18.3.

IN WITNESS of the above, this Agreement is signed by the duly authorised representatives of the Parties on the date first shown above.

CORPUS CHRISTI LIQUEFACTION, LLC



SIGNED BY		/s/ Xxxx Xxxxx
Name:	Xxxx Xxxxx
Title:	President and Chief Financial Officer
Date:	November 1, 2022

CHENIERE MARKETING INTERNATIONAL LLP, acting by its managing member, Cheniere Marketing, LLC



SIGNED BY		/s/ Xxxxxx Xxxxxx
Name:	Xxxxxx Xxxxxx
Title:	Executive Vice President and Chief Commercial Officer
Date:	November 1, 2022

SCHEDULE 1

SERVICES

1.THE SERVICES

The "Services" shall comprise:

1.1.1the Transportation Services, described in Paragraph 2 below;

1.1.2the Shipping Services, described in Paragraph 3 below;

1.1.3the Scheduling Services described in Paragraph 4 below;

1.1.4the Mitigation Services described in Paragraph 5.

2.TRANSPORTATION SERVICES

The "Transportation Services" comprise the Transporter:

2.1.1loading from the relevant Production Facility each cargo scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable; and

2.1.2delivering to the relevant Delivery Point each cargo scheduled for delivery in the DES ADP or DES Ninety Day Schedule, as applicable.

3.SHIPPING SERVICES

The "Shipping Services" comprise the Transporter:

3.1.1obtaining, maintaining and providing LNG vessels as needed:

(A)that satisfy the requirements for such vessels under the DES SPA; and

(B)with sufficient capacity to meet Project Co’s transportation needs under the DES SPA;

3.1.2where necessary, changing the LNG Tanker set forth in the DES ADP or DES Ninety Day Schedule, as applicable, in respect of any cargo to be delivered thereunder, subject to satisfying the DES SPA requirements contained in the DES SPA;

3.1.3managing all operational matters related to LNG transportation contemplated by this Agreement, including all interactions with ship-owners, the vetting and compatibility studies of the LNG vessels, the receipt of all necessary port permits/approvals, visiting and reviewing of the Receiving Terminals. Without limiting the generality of the foregoing, this shall include:

(A)performing all of Project Co's obligations under Section 3.2.3(b) of the DES SPA;

(B)the provision of notices pursuant to Section 3.2.4 of the DES SPA on behalf of Project Co;

(C)performing all of Project Co's obligations under Section 7.1.3(c) of the DES SPA; and

(D)causing each LNG Tanker to comply with the specifications of Section 7.5 of the DES SPA;

(E)putting forward for approval under Section 7.6 of the DES SPA, each LNG vessel proposed to be used as an LNG Tanker;

(F)complying with all requirements imposed on Project Co by Section 7.6.1 of the DES SPA;

(G)executing (on behalf of Project Co) or causing the master of each LNG Tanker (acting on behalf of the ship-owner of such LNG Tanker) to execute, a COU where required to do so under Section 7.8 of the DES SPA, subject to such COU complying with the requirements of Section 7.8 of the DES SPA;

(H)giving all notices required by Section 7.10 and Section 7.11 of the DES SPA on behalf of Project Co;

(I)performing all of Project Co's obligations under Sections 7.14.3 and 7.15 of the DES SPA;

(J)the provision of notices pursuant to Section 8.3 of the DES SPA on behalf of Project Co;

(K)the issuance of notices pursuant to Section 9.1.2 of the DES SPA on behalf of Project Co; and

(L)the provision of notices pursuant to Section 9.2 of the DES SPA on behalf of Project Co;

3.1.4performing all administrative and operational tasks related to the delivery obligations of Project Co under the DES SPA including in relation to:

(A)the annual scheduling process and the ninety-day scheduling, including compliance with the scheduling protocols set out in Paragraph 4 of this Schedule 1 and management of the DES ADP or DES Ninety Day Schedule, as applicable, and matters related thereto;

(B)the issuance of invoices in Project Co’s name;

(C)the provision of transportation-related notices to DES Buyer;

(D)the vetting and approval of re-gasification terminals; and

(E)all interactions with DES Buyer agent at the Receiving Terminal;

3.1.5delivering all cargo documentation (including, where applicable, bills of lading in respect of the relevant cargo that incorporate terms, clauses, conditions and warranties, liberties and exceptions, including applicable law and arbitration clauses/dispute resolution clauses, relating to the conditions of carriage of goods by sea that are reasonable and customary to incorporate into bills of lading in the LNG industry);

3.1.6discharging the obligations of Project Co with respect to measuring and testing of LNG under Section 13 of the DES SPA, including without limitation, supplying, operating and maintaining, or causing to be supplied, operated and maintained, suitable gauging devices for the LNG tanks of the LNG Tanker, as well as pressure and temperature measuring devices and any other measurement, gauging or testing devices which are incorporated in the structure of such LNG Tanker or customarily maintained on shipboard in accordance with the requirements set out in Section 13 of the DES SPA;

3.1.7managing any and all customs clearance obligations of Project Co relating to the lifting of the LNG cargo from the relevant Production Facility and delivered at the Receiving Terminal; and

3.1.8preparing and delivering to DES Buyer all invoices to be prepared and delivered by Project Co to DES Buyer under Section 9 and Section 10 the DES SPA. For the avoidance of doubt, any invoices shall be prepared and issued by the Transporter in accordance with the provisions of Section 9, 10 and 25 of the DES SPA as if such provisions applied to and were binding on the Transporter.

4.SCHEDULING SERVICES

The "Scheduling Services" comprise the obligations of the Transporter under this Paragraph 4.

In relation to the schedule changes addressed in this Paragraph 4, during any Optional Service Period, at Project Co’s reasonable request, Transporter shall consult with, and if required by Project Co, seek consent from Project Co for any of the schedule changes addressed below or otherwise proceed with such matters in the manner directed by Project Co.

4.1Scheduling Process for FOB ADP and DES ADP

4.1.1FOB ADP. In respect of each Contract Year, Project Co, in consultation with Transporter, will determine the FOB ADP in accordance with Schedule 5.

4.1.2DES ADP. The Transporter shall prepare and issue the DES ADP and DES Ninety Day Schedule (including any changes relating thereto) in consultation with Project Co and in accordance with the DES SPA and provide them to Project Co at the same time as they are provided to DES Buyer.

4.2Changes to DES ADP

4.2.1DES Buyer requests to change the DES ADP

(A)Changes other than a change of Receiving Terminal. In the event DES Buyer submits a request to change the information (other than the Receiving Terminal) set forth in the DES ADP or DES Ninety Day Schedule, as applicable, in respect of any cargo scheduled for delivery thereunder, the Transporter shall be entitled to accept such change request provided that:

(1)such requested change is, in the Transporter's opinion acting as a Reasonable and Prudent Operator, operationally feasible taking account of the latest FOB ADP or FOB Ninety Day Schedule or the Swapped Cargo that the Transporter intends to deliver to DES Buyer, as applicable; or

(2)the Transporter and Project Co have agreed a corresponding change to the FOB ADP or FOB Ninety Day Schedule, as applicable (including any FOB SCQ), if required, to take account of the change requested by DES Buyer.

In the event that such change is not, in the Transporter's opinion acting as a Reasonable and Prudent Operator, operationally feasible (including where such change would result in the FOB ADP becoming uneven or not rateable) and/or would result in increased costs and expenses being suffered or incurred by the Transporter, then the Transporter shall be entitled to reject such change request under the DES SPA.

For the avoidance of doubt, any request by DES Buyer to change the Receiving Terminal in respect of a cargo scheduled for delivery in the DES ADP or DES Ninety Day Schedule, as applicable, shall be subject to sub-part (B) below, and the conditions set forth in this Paragraph 4.2.1 shall not apply to any such request.

(B)Change of Receiving Terminal. In the event that DES Buyer submits a request to change the Receiving Terminal in respect of any cargo(es) under Section 8.5.1, 8.5.2, 8.5.3 or 8.5.4 of the DES SPA, the Transporter shall as soon as reasonably practicable notify Project Co of such request and make a recommendation to Project Co regarding whether the conditions and/or requirements set out in Section 8.5.1, 8.5.2, 8.5.3 or 8.5.4 (as applicable) of the DES SPA are satisfied. As soon as reasonably practicable but in any event no later than two (2) Business Days after receipt of such recommendation, Project Co shall accept or reject such recommendation. If Project Co fails to either accept or reject such recommendation within two (2) Business Days, the recommendation shall be deemed to have been accepted by Project Co and the Transporter shall be entitled to act in accordance with its recommendation. Project Co shall reimburse the Transporter for any incremental costs associated with any change of Receiving Terminal in respect of any cargo(es) under the DES SPA.

4.2.2Transporter changes to the DES ADP

In respect of any cargo scheduled for delivery under the DES ADP or DES Ninety Day Schedule, as applicable, the Transporter shall be entitled, on behalf of Project Co and without the consent of Project Co, to make or request to make, as applicable and to the extent permitted under the DES SPA, any change to the DES ADP or

DES Ninety Day Schedule, as applicable, provided that such change or requested change, as applicable, is in the Transporter’s opinion acting as a Reasonable and Prudent Operator, operationally feasible considering:

(A)the latest FOB ADP or FOB Ninety Day Schedule, as applicable, and any proposed updates thereto (if any) that have been conditionally approved by Project Co; or

(B)a Swapped Cargo that the Transporter intends to deliver to DES Buyer.

5.MITIGATION SERVICES

The "Mitigation Services" comprise the obligations of the Transporter under this Paragraph 5, in each case to the extent requested by Project Co in respect of the relevant cargo.

5.1DES Buyer Failure to Take

In respect of any cargo scheduled for delivery under the DES ADP or DES Ninety Day Schedule, as applicable, if DES Buyer fails to take (and is not deemed to take) all or part of the DES SCQ of such cargo and such failure is not otherwise excused pursuant to Section 5.5.1 of the DES SPA, then:

5.1.1the Transporter shall use its reasonable efforts to assist Project Co with conducting and completing the Mitigation Sale; and

5.1.2Project Co shall pay Transporter an amount equal to: (i) the Transport Fee applicable to such cargo as calculated pursuant to Clause 11.2.2 or Clause 11.2.3, as applicable; plus (ii) where the Transporter assists Project Co in conducting and completing the Mitigation Sale, (a) an amount equal to USD *** (US$***) multiplied by the quantity of LNG delivered under such Mitigation Sale plus (b) any incremental costs incurred by Transporter as a result of the Mitigation Sale.

5.2DES SPA Force Majeure Claim

If DES Buyer or, except in the case of a Project Co Force Majeure or Transporter Force Majeure, Project Co or the Transporter (on behalf of Project Co) claims force majeure pursuant to and in accordance with Section 14 of the DES SPA ("DES SPA FM Claim"):

5.2.1promptly following receipt or issuance, as applicable, of notice of the DES SPA FM Claim, Transporter shall use its reasonable endeavours to find an alternative buyer for any cargo that cannot be delivered to or received by DES Buyer as a result of the DES SPA FM Claim ("DES SPA FM Cargo"); and

5.2.2Project Co shall pay Transporter an amount equal to: (i) the Transport Fee applicable to the DES SPA FM Cargo as calculated pursuant to Clause 11.2.2 or Clause 11.2.3, as applicable; plus (ii) where the Transporter assists Project Co with an alternative sale pursuant to Paragraph 5.2.1 of Schedule 1, (a) an amount equal to USD *** (US$***) multiplied by the quantity of LNG delivered under such alternative sale plus (b) any incremental costs incurred by Transporter as a result of the alternative sale.

5.3DES Buyer’s Cancellation Rights under the DES SPA

If DES Buyer exercises its Cancellation Right in respect of a cargo ("Cancelled Cargo") pursuant to Section 5.6.1 of the DES SPA and:

5.3.1the cancellation fee payable by DES Buyer is calculated in accordance with Section 5.6.2 of the DES SPA:

(A)the Transporter shall use its reasonable efforts to assist Project Co with conducting and completing the Mitigation Sale; and

(B)Project Co shall pay the Transporter an amount equal to the aggregate of: (i) the Transport Fee applicable to the Cancelled Cargo as calculated pursuant to Clause 11.2.2 or Clause 11.2.3, as applicable; plus (ii) an amount equal to USD *** (US$***) multiplied by the quantity of LNG delivered under the

relevant Mitigation Sale plus (iii) any incremental costs incurred by Transporter as a result of the Mitigation Sale; or

5.3.2the cancellation fee payable by DES Buyer is calculated in accordance with Section 5.6.3 of the DES SPA:

(A)Project Co shall pay to the Transporter the Transport Fee applicable to the Cancelled Cargo calculated pursuant to Clause 11.2.3; and

(B)the cargo set forth in the FOB ADP or FOB Ninety Day Schedule, as applicable, in respect of such Cancelled Cargo shall be cancelled, in which case neither Party will have an obligation to make or take available, as applicable, such cargo under this Agreement.

5.3.3The Parties acknowledge and agree that where there has been a Mitigation Sale in respect of a Cancelled Cargo, subject to Project Co paying the applicable amount due to the Transporter pursuant to Paragraph 5.3.1(B), any income or profits generated from a Mitigation Sale shall be for the account of Project Co.

SCHEDULE 2

DIVERSION

PART A

DIVERSION OPPORTUNITY

1.DIVERSION OPPORTUNITY

1.1The Transporter shall have the right to deliver any Diverted Cargo to a Third Party other than the DES Buyer under the DES SPA.

1.2The terms set out in Part B of Schedule 2 shall apply in respect of the Diverted Cargo and the terms set out in Part C of Schedule 2 shall apply in respect of the Swapped Cargo.

1.3In respect of any cargo scheduled, or proposed to be scheduled, in the FOB ADP or FOB Ninety Day Schedule, as applicable, the Transporter may request to designate such cargo as a “Diverted Cargo”. Any such request may be made prior to issuance of the FOB ADP in respect of the relevant Contract Year (pursuant to Paragraph 1.2.2(F) of Schedule 5) or after issuance of the FOB ADP in respect of the relevant Contract Year.

1.3.1Any request to designate a cargo as a Diverted Cargo shall be subject to Project Co’s consent unless the following conditions are satisfied:

(A)the Transporter has either:

(1)paid Project Co an amount equal to the FOB SCQ of the Diverted Cargo multiplied by Project Co’s reasonable best estimate of the FOB CSP (as defined in Clause 11.1.2) in respect of the Diverted Cargo (such amount, the “Prepayment Amount”);

(2)provided Project Co with a payment guarantee for the payment of the Prepayment Amount issued by an Affiliate of the Transporter with an Acceptable Credit Rating in the form set out in Part A of Schedule 3 or such other form reasonably acceptable to Project Co;

(3)provided Project Co with an Acceptable Letter of Credit with a face amount at least equal to the Prepayment Amount; provided, for the avoidance of doubt, that such Acceptable Letter of Credit may be used to satisfy the Diversion Condition set forth in this Paragraph 1.3.1(A) of Part A of Schedule 2 with respect to multiple Diverted Cargos to the extent the face amount of such Acceptable Letter of Credit is at least equal to the Prepayment Amounts with respect to each such Diverted Cargo in the aggregate; or

(4)has executed an agreement under which Transporter purchases or otherwise acquires a Swapped Cargo for delivery to DES Buyer under the DES SPA (the "Swapped Cargo Contract"); and

(B)except in the case where the Transporter has complied with Paragraph (A)(1), (A)(2) or (A)(3) above in respect of the relevant LNG cargo, in the rolling 12-Month period prior to the date of such change to the FOB ADP or FOB Ninety Day Schedule, as applicable, the Transporter shall have made available for delivery at least *** (***) of the cargoes scheduled for delivery to DES Buyer under the DES SPA during such 12-Month period (provided that for purposes of the foregoing, any cargo for which Project Co is excused from delivering under the DES SPA, whether due to force majeure,

DES Buyer’s failure or otherwise, shall be deemed made available by the Transporter)

(the “Diversion Conditions”).

1.3.2If the Diversion Conditions are satisfied in respect of the relevant cargo, Project Co shall (a) promptly issue a FOB ADP and/or FOB Ninety Day Schedule, as applicable, designating the relevant cargo as a Diverted Cargo or, (ii) where Transporter’s request to designate the cargo as a Diverted Cargo is made pursuant to Paragraph 1.2.2(F) of Schedule 5, designate such cargo as a Diverted Cargo in the initial FOB ADP issued by Project Co pursuant to Paragraph 1.3.2 of Schedule 5.

1.3.3In respect of any cargo scheduled in the FOB ADP or FOB Ninety Day Schedule that is designated as a “Diverted Cargo”, the Transporter shall have the right, upon notice to Project Co, to remove the designation of “Diverted Cargo”. In the event Transporter has paid the Prepayment Amount in respect of such cargo, Project Co shall, at the Transporter’s option, after delivery of the cargo to the DES Buyer refund such Prepayment Amount or allocate such amount to the Transporter’s obligation to pay a “Prepayment Amount” in respect of an alternate Diverted Cargo.

1.3.4In respect of any Diverted Cargo, Transporter shall have the right, upon notice to Project Co and at any time prior to receiving title to such Diverted Cargo in accordance with Paragraph 7.1 of Part B of Schedule 2, to replace (a) the Prepayment Amount, Acceptable Letter of Credit, payment guarantee or Swapped Cargo Contract, as applicable, that the Transporter used to satisfy the Diversion Condition set forth in Paragraph 1.3.1(A) of Part A of Schedule 2 in respect of such Diverted Cargo with (b) (i) payment of the Prepayment Amount, as described in Paragraph 1.3.1(A)(1) of Part A of Schedule 2, (ii) a payment guarantee, as described in Paragraph 1.3.1(A)(2) of Part A of Schedule 2, (iii) an Acceptable Letter of Credit as described in 1.3.1(A)(3) of Part A of Schedule 2 or (iv) a Swapped Cargo Contract, as described in Paragraph 1.3.1(A)(4) of Part A of Schedule 2. In the event the Transporter replaces a Prepayment Amount in accordance with this Paragraph 1.3.4, Project Co shall, at the Transporter’s option, refund such Prepayment Amount after delivery of the cargo to the Transporter or allocate such amount to the Transporter’s obligation to pay a “Prepayment Amount” in respect of an alternate Diverted Cargo. In the event the Transporter replaces an Acceptable Letter of Credit or payment guarantee in accordance with this Paragraph 1.3.4, Project Co shall, at the Transporter’s option, return such Acceptable Letter of Credit or payment guarantee or allocate such Acceptable Letter of Credit or payment guarantee to an alternate Diverted Cargo to satisfy the Diversion Conditions in respect of such alternate Diverted Cargo.

1.4Transporter's right to cancel Diverted Cargoes.

1.4.1The Transporter may without charge elect to cancel the delivery of a Diverted Cargo scheduled in the FOB ADP or FOB Ninety Day Schedule, as applicable, subject to the satisfaction of the following conditions:

(A)the Transporter has:

(1)paid Project Co an amount equal to the FOB Xy multiplied by the FOB SCQ in respect of the Diverted Cargo; and

(2)has executed a Swapped Cargo Contract;

(B)the Transporter has provided Project Co with notice of such election (the "Diverted Cargo Cancellation Notice") on or prior to the ***Day of the Month that is two (2) Months prior to the Month in which the FOB Delivery Window is scheduled to begin, confirming that the conditions set forth in Paragraph 1.4.1(A) above are, as of the date of such Diverted Cargo Cancellation Notice, satisfied; and

(C)Project Co has not, within three (3) Days of receipt of the Diverted Cargo Cancellation Notice, objected to such election on the ground that Project Co considers (acting reasonably) that such cancellation would impose material

incremental costs on Project Co and/or have a material adverse operational or revenue impact on Project Co or the Nominal LNG Facility.

1.4.2Once the Diverted Cargo has been cancelled pursuant to this Paragraph 1.4, neither the Transporter nor Project Co shall have any further liability to the other Party with respect to such Diverted Cargo (other than as set forth in Paragraph 1.4.1(A)(1) above).

2.PAYMENT FOR SWAPPED CARGOES AND DIVERTED CARGOES

2.1Diverted Cargo. In respect of each Diverted Cargo, the Transporter shall pay Project Co an amount equal to the FOB CSP multiplied by Loaded Volume (as each is defined in Clause 11.1.2) (the “Amount Payable”), in accordance with the provisions of Clause 12. Where the Transporter has paid the Prepayment Amount, such amount paid shall be subsequently reconciled against the Amount Payable, as follows:

(A)where the Prepayment Amount exceeds the Amount Payable, the difference shall be reimbursed by Project Co to the Transporter; or

(B)the Prepayment Amount is less than the Amount Payable, the difference shall be payable by the Transporter to Project Co,

in either case in accordance with Clause 12. No interest shall be payable on the amount which is the difference between the Prepayment Amount and the Amount Payable. The foregoing shall not prejudice a Party’s right to interest with respect to the late payment of any amount due hereunder. Further, any prepayment from the Transporter shall immediately be repaid to the Transporter by Project Co if the Diverted Cargo is not made available by Project Co to the Transporter in accordance with the terms of this Agreement.

2.2Swapped Cargo

2.2.1Subject to Paragraph 2.2.2, in respect of each Swapped Cargo that is a Delivered Cargo:

(A)Project Co shall pay the Transporter an amount equal to the DES CSP multiplied by Discharge Volume (as each is defined in Clause 11.1.2) in accordance with the provisions of Clause 12; and

(B)Project Co shall have no obligation to pay a Transport Fee in respect of such cargo.

2.2.2In respect of each Swapped Cargo (i) that is a Delivered Cargo from Production Facility located outside North America; and (ii) in relation to which Project Co incurs payment liability under Section 3.2.2(b) of the DES SPA, Transporter shall reimburse Project Co for any amounts paid by Project Co under Section 3.2.2(b) of the DES SPA as evidenced pursuant to invoices issued under Section 10.1.1 of the DES SPA.

3.UPSIDE OF SWAPPED CARGOES AND DIVERTED CARGOES

The Parties acknowledge and agree that any income or profits generated, or any loss of income or profits suffered, in respect of a Diverted Cargo or a Swapped Cargo shall be for the account of the Transporter.

4.LIMITATIONS ON LIABILITY

Clause 16.4 (Limitations on Liability) other than Clause 16.4.6 (Transporter Aggregate Liability for Certain Events) of this Agreement shall apply to this Schedule 2.

Part B

DIVERTED CARGOES

1.SALE AND PURCHASE

1.1General

Project Co shall sell and make available, or compensate the Transporter if not made available, and the Transporter shall take and pay for, or compensate Project Co if not taken, the Diverted Cargo in the quantities and at the prices determined in accordance with this Schedule 2.

1.2Transportation

The Transporter, in the case of Diverted Cargoes, shall be responsible for procuring and providing at its own expense the LNG Tanker to be used for transporting the Diverted Cargo pursuant to this Schedule 2, and shall pay all costs (including shipping costs and insurance costs) associated with the transportation of the Diverted Cargo from the Loading Port, including any other charges or levies associated with the use by the LNG Tanker of the Suez Canal or any other navigational canal, if applicable.

2.QUANTITY

The quantity of LNG to be delivered by Project Co to the Transporter in respect of the Diverted Cargo at the FOB Delivery Point shall be the FOB SCQ set forth in the FOB ADP or FOB Ninety Day Schedule, as applicable.

3.FOB DELIVERY WINDOW

The FOB Delivery Window of the Diverted Cargo shall be the FOB Delivery Window set out in the FOB ADP or FOB Ninety Day Schedule, as applicable.

4.QUALITY

4.1Specification

The Diverted Cargo delivered by Project Co to the Transporter under this Schedule 2 shall, when converted into a gaseous state, comply with the FOB Specifications. With respect to each Diverted Cargo to be delivered to the Transporter under this Schedule 2 Project Co shall provide the Transporter with a report indicating Project Co's best estimate of what the actual loaded quality composition of the Diverted Cargo to be delivered to the Transporter in such Diverted Cargo is likely to be. Project Co shall endeavour to provide such report as early as possible during the thirty (30) Day period immediately preceding the relevant Diverted Cargo’s FOB Delivery Window.

4.2Determining Diverted Cargo Specifications

The Diverted Cargo shall be tested pursuant to Part C of Schedule 4 and Exhibit A to determine whether such Diverted Cargo complies with the FOB Specifications.

4.3Off-Specification Diverted Cargo

4.3.1The provisions of Paragraph 12 of Part A of Schedule 4 shall apply with respect to each Diverted Cargo; provided, however, that Project Co shall not have any liability under this Paragraph 4.3.1 in respect of a Diverted Cargo that is Off-Spec FOB LNG (the “Off-Spec Diverted Cargo”) but nonetheless would reasonably have been expected to comply with the quality specifications set forth in the DES SPA assuming a standard voyage from the Production Facility to the Primary Receiving Terminal.

4.3.2If the Transporter rejects a Diverted Cargo in accordance with Paragraph 12 of Part A of Schedule 4, Project Co shall be deemed to have failed to make available such cargo and Paragraph 12.3 shall apply.

4.3.3Notwithstanding the foregoing, in no circumstances shall any amounts payable under Paragraph 4.3.1 of Part B of this Schedule 2 in respect of a Diverted Cargo

exceed the amount that would have been payable by Project Co to DES Buyer under Section 12.3 of the DES SPA in respect of such cargo had it been delivered to DES Buyer under the DES SPA.

5.CONTRACT SALES PRICE

The contract sales price (in USD per MMBtu) applicable to any given Diverted Cargo shall be the FOB CSP (as defined in Clause 11.1.2).

6.INVOICING AND PAYMENT

Invoicing and payment in respect of the Diverted Cargo shall be carried out in accordance with Paragraph 2 of Part A of Schedule 2 and the provisions of Clause 12.

7.TRANSFER OF TITLE AND RISK OF LOSS

7.1Notwithstanding Clause 9.2, title to, and all risks in respect of a Diverted Cargo loaded by the Transporter at the Loading Point shall pass from Project Co to the Transporter:

7.1.1if the cargo is designated as a Diverted Cargo prior to the loading of the Diverted Cargo: (i) in the circumstances where the Transporter has met the condition set forth in Paragraph 1.3.1(A)(1), Paragraph 1.3.1(A)(2) or Paragraph 1.3.1(A)(3) of Part A of Schedule 2 in respect of the relevant cargo, at the FOB Delivery Point; or (ii) otherwise, upon payment by the Transporter of the amount due in respect of such Diverted Cargo pursuant to Paragraph 2.1 of Part A of Schedule 2; and

7.1.2if the cargo is designated as a Diverted Cargo after loading of the such cargo, immediately upon its designation as a Diverted Cargo.

7.2In the case of a Diverted Cargo, the title and the risk of loss and any liabilities resulting from vapour returned from the LNG Tanker during loading of the Diverted Cargo shall pass from the Transporter to Project Co as it passes the point at which flange of the vapour return line of the LNG Tanker connects with the inlet flange of the vapour return line of the Production Facility.

8.LOADING

The provisions of Schedule 4 shall apply with respect to the loading of any Diverted Cargoes scheduled for delivery in an FOB ADP or FOB Ninety Day Schedule, as applicable, including (for the avoidance of doubt) the nomination of the LNG Tanker for loading of the Diverted Cargo.

9.SCHEDULING CHANGES

The provisions of Schedule 5 shall apply to any changes to the FOB ADP or the FOB Ninety Day Schedule relating to each Diverted Cargo.

10.MEASUREMENT AND TESTING

The provisions of Part C of Schedule 4 and Exhibit A shall apply to the measurement and testing applicable to each Diverted Cargo.

11.LIABILITIES, DEFAULT AND REMEDIES

11.1Transporter's Failure to Take

11.1.1In respect of each Diverted Cargo, the Transporter shall take and pay for the FOB SCQ set forth in the FOB ADP or FOB Ninety Day Schedule, less:

(A)any quantities of LNG not made available by Project Co for any reasons attributable to Project Co (other than quantities for which Project Co is excused pursuant to this Agreement from making available due to the Transporter’s breach of this Agreement) including quantities not made available by Project Co due to Diverted Cargo Force Majeure affecting Project Co or the Corpus Christi Facility;

(B)any quantities of LNG not taken by the Transporter for reasons of Diverted Cargo Force Majeure;

(C)quantities of LNG for which the Transporter has provided a notice of cancellation pursuant to Paragraph 1.4 of Part A of Schedule 2;

(D)any quantity that the relevant LNG Tanker is not capable of loading due to Project Co’s delivery of LNG that has a Gross Heating Value that is less than the value identified by Project Co pursuant to Paragraph 1.2.1 of Schedule 5; and

(E)quantities rejected by the Transporter in accordance with Paragraph 11.2.6.

11.1.2If, with respect to any Diverted Cargo identified in Paragraph 11.1.1, the Transporter does not take all or part of the FOB SCQ of such cargo, and such failure to take is not otherwise excused pursuant to Paragraph 11.1.1, then the amount by which the FOB SCQ for such cargo exceeds the quantity of LNG taken by the Transporter in relation to such cargo shall be the “Diverted Cargo Shortfall Quantity”.

11.1.3With respect to any Diverted Cargo Shortfall Quantity, the Transporter shall pay to Project Co Cover Damages, if Cover Damages are a positive amount, in accordance with the following:

(A)“Cover Damages” shall be equal to: (i) the FOB Price, multiplied by the Diverted Cargo Shortfall Quantity; minus (ii) the proceeds of any Diverted Cargo Mitigation Sale, if any; minus (iii) reasonable and verifiable savings obtained by Project Co (including savings related to avoided fuel Gas for LNG production, transportation and Third Party costs avoided) as a result of the Diverted Cargo Mitigation Sale as opposed to the sale to the Transporter; plus (iv) any actual, reasonable, verifiable, incremental costs incurred by Project Co as a result of such Diverted Cargo Mitigation Sale (including costs related to transporting, marketing, selling, and delivery of the Diverted Cargo Shortfall Quantity). For purposes of calculating Cover Damages, the FOB Price shall be determined as of the Month in which the applicable FOB Delivery Window begins.

(B)Project Co shall use reasonable efforts to mitigate its Losses and reduce Cover Damages payable resulting from the Transporter's failure to take such Diverted Cargo Shortfall Quantity by reselling such Diverted Cargo Shortfall Quantity (whether as LNG or Gas) to Third Parties (each such sale a “Diverted Cargo Mitigation Sale”); except that any sale of a quantity of LNG (or Gas) by Project Co to any Third Party that Project Co was already obligated to make at the earlier to occur of (i) the Transporter’s failure to take such LNG; or (ii) the Transporter’s notice to Project Co that it will not take such LNG, is not a Diverted Cargo Mitigation Sale.

(C)Notwithstanding the foregoing, if the Diverted Cargo Shortfall Quantity is within the operational tolerance of *** percent (***%) of the FOB SCQ for such Diverted Cargo (“Operational Tolerance”) (such Operational Tolerance to be exercised by Transporter only with respect to operational matters regarding the LNG Tanker, and without regard to Gas markets or other commercial considerations), the Cover Damages shall be zero USD (US$0.00).

11.1.4Any payment that Transporter makes under this Paragraph 11.1 shall not be limited by Clause 16.4.1.

11.1.5For the purposes of this Part B of Schedule 2, the "FOB Price" shall be calculated as follows:

(A)in respect of any Loaded Cargo, the FOB Price shall be an amount equal to the FOB CSP (as defined in Clause 11.1.2) multiplied by the loaded quantity of the Loaded Cargo; and

(B)in respect of any cargo that is not loaded by the Transporter hereunder, the FOB Price shall be an amount equal to the FOB CSP (as defined in Clause 11.1.2) multiplied by the FOB SCQ of such cargo,

in each case where 'FOB CSP' shall have the meaning given in Clause 11.1.2.

11.2Project Co's Failure to Make Available

11.2.1In respect of each Diverted Cargo, Project Co shall make available to the Transporter the FOB SCQ set forth in the FOB ADP or FOB Ninety Day Schedule, less:

(A)quantities of LNG not taken by the Transporter for any reason attributable to the Transporter (other than quantities for which the Transporter is excused from taking pursuant to this Agreement due to Project Co’s breach of this Agreement), including Diverted Cargo Force Majeure affecting the Transporter;

(B)quantities of LNG for which the Transporter has provided a notice of cancellation pursuant to Paragraph 1.4 of Part A of Schedule 2; and

(C)quantities of LNG not made available by Project Co due to Diverted Cargo Force Majeure.

11.2.2Except as otherwise excused pursuant to this Agreement, if for any reason other than those specified in Paragraph 11.2.1, Project Co does not make available the FOB SCQ in respect of any Diverted Cargo identified in Paragraph 11.2.1 then the amount by which the FOB SCQ for such Diverted Cargo exceeds the quantity of LNG made available by Project Co shall be the “Diverted Cargo DoP Quantity”. Project Co shall make a payment to the Transporter for each MMBtu of the Diverted Cargo DoP Quantity in an amount equal to: (a) the actual, documented price incurred by the Transporter for the purchase of a replacement quantity of LNG or Gas (not to exceed the MMBtu equivalent of the Diverted Cargo DoP Quantity), or, in respect of any Diverted Cargo DoP Quantity for which a replacement quantity cannot be purchased, the market price of LNG at such time for delivery FOB in the U.S. Gulf Coast; less (b) the FOB Price; plus (c) any actual, reasonable, and verifiable costs (if any), incurred by Transporter due to such failure, including costs associated with transportation; plus (d) any actual, verifiable costs incurred by the Transporter in respect of idling the LNG Tanker scheduled to load the Diverted Cargo DoP Quantity; less (e) actual, reasonable, and verifiable cost savings realised by the Transporter due to Project Co’s failure to make the FOB SCQ for such Diverted Cargo available (the “Diverted Cargo DoP Payment”). For the purposes of calculating the Diverted Cargo DoP Payment, the FOB Price shall be determined as of the Month in which the applicable FOB Delivery Window begins.

11.2.3Notwithstanding the foregoing, if the Diverted Cargo DoP Quantity is within the Operational Tolerance (such Operational Tolerance to be exercised by Project Co only with respect to operational matters regarding the Corpus Christi Facility (or Alternate Production Facility, as applicable), and without regard to Gas markets or other commercial considerations), the Diverted Cargo DoP Payment shall be zero USD (US$0.00).

11.2.4The Transporter shall use reasonable efforts to mitigate Project Co’s liability to make any payments pursuant to this Paragraph 11.2.

11.2.5In the event the ability of the Corpus Christi Facility to produce and deliver LNG is impaired due to an unscheduled services interruption that does not constitute Diverted Cargo Force Majeure, then during such event of interruption, Project Co shall comply with the Foundation Customer Priority in allocating the LNG that is available from the Corpus Christi Facility.

11.2.6If as a result of Project Co’s failure to make available the FOB SCQ in respect of a Diverted Cargo, a partial cargo is made available to the Transporter, and the master of the relevant LNG Tanker deems in his sole discretion the loading of such quantity unsafe for loading and/or transporting to the relevant Receiving Terminal, then the Transporter may reject such quantity and such quantity shall be added to the Diverted Cargo DoP Quantity.

11.2.7Any payment that Project Co makes under this Paragraph 11.2 shall not be limited by Clause 16.4.1.

11.2.8Notwithstanding the foregoing, in no circumstances shall the Diverted Cargo DoP Payment exceed an amount equal to the FOB CSP (as defined in Clause 11.1.2) multiplied by the Diverted Cargo DoP Quantity.

12.DIVERTED CARGO FORCE MAJEURE

12.1Diverted Cargo Force Majeure

Neither Party shall be liable to the other Party for any delay or failure in performance under this Agreement in respect of a Diverted Cargo if and to the extent such delay or failure is a result of Diverted Cargo Force Majeure. To the extent that the Party so affected fails to use commercially reasonable efforts to overcome or mitigate the effects of such events of Diverted Cargo Force Majeure, it shall not be excused for any delay or failure in performance that would have been avoided by using such commercially reasonable efforts. Subject to the provisions of this Paragraph 12, the term “Diverted Cargo Force Majeure” shall mean any act, event or circumstance, whether of the kind described herein or otherwise, that is not reasonably within the control of, does not result from the fault or negligence of, and would not have been avoided or overcome by the exercise of reasonable diligence by, the Party claiming Diverted Cargo Force Majeure or an Affiliate of the Party claiming Diverted Cargo Force Majeure (provided that for these purposes, “Affiliate” shall not include the other Party), such Party and, as applicable, its Affiliate having observed a standard of conduct that is consistent with a Reasonable and Prudent Operator, and that prevents or delays in whole or in part such Party’s performance of one or more of its obligations under this Agreement.

12.1.1Diverted Cargo Force Majeure may include circumstances of the following kind, provided that such circumstances satisfy the definition of Diverted Cargo Force Majeure set forth above:

(A)acts of God, the government, or a public enemy; strikes, lockout, or other industrial disturbances;

(B)wars, blockades or civil disturbances of any kind; epidemics, Adverse Weather Conditions, fires, explosions, arrests and restraints of governments or people;

(C)the breakdown or failure of, freezing of, breakage or accident to, or the necessity for making repairs or alterations to any facilities or equipment;

(D)in respect of Project Co: (i) loss of, accidental damage to, or inaccessibility to or inoperability of (x) the Corpus Christi Facility or any Connecting Pipeline or (y) the liquefaction and loading facilities at an Alternate Production Facility but only with respect to those cargoes which are scheduled in the FOB ADP or FOB Ninety Day Schedule, as applicable, for delivery at such Alternate Production Facility; and (ii) any event that would constitute an event of force majeure under any agreement between Project Co and the operator or operators of any Connecting Pipeline for Gas transportation services, provided however, that an event of force majeure affecting a party to any such agreement shall constitute Diverted Cargo Force Majeure under this Agreement only to the extent such event meets the definition of Diverted Cargo Force Majeure in this Paragraph 12.1;

(E)in respect of the Transporter, events affecting the ability of any LNG Tanker to receive and transport LNG, subject to Paragraph 12.2.3; and

(F)the withdrawal, denial, or expiration of, or failure to obtain, any Approval.

12.1.2Nothing in this Paragraph 12.1 shall be construed to require a Party to observe a higher standard of conduct than that required of a Reasonable and Prudent Operator as a condition to claiming the existence of Diverted Cargo Force Majeure.

12.2Limitations on Diverted Cargo Force Majeure

12.2.1Indemnity and Payment Obligations. Notwithstanding Paragraph 12.1, no Diverted Cargo Force Majeure shall relieve, suspend, or otherwise excuse either Party from performing any obligation to indemnify, reimburse, hold harmless or otherwise pay the other Party under this Agreement.

12.2.2Events not Diverted Cargo Force Majeure. The following events shall not constitute Diverted Cargo Force Majeure:

(A)a Party’s inability to finance its obligations under this Agreement or the unavailability of funds to pay amounts when due in the currency of payment;

(B)the unavailability of, or any event affecting, any facilities at or associated with any loading port or unloading port other than the Corpus Christi Facility (or Alternate Production Facility, as applicable);

(C)the ability of Project Co or Transporter to obtain better economic terms for LNG or Gas from an alternative supplier or buyer, as applicable;

(D)changes in either Party’s market factors, default of payment obligations or other commercial, financial or economic conditions, including failure or loss of any of Transporter's or Project Co's Gas or LNG markets;

(E)breakdown or failure of plant or equipment caused by normal wear and tear or by a failure to properly maintain such plant or equipment;

(F)the non-availability or lack of economically obtainable Gas reserves;

(G)in the case of Project Co, any event arising from an action or omission of (i) any Affiliate of Project Co (other than the Transporter), (ii) the contractor or sub-contractor or agent of Project Co or Affiliate of Project Co (other than the Transporter), (iii) the operator of any part of the Corpus Christi Facility (or Alternate Production Facility, as applicable) to the extent that, had Project Co taken such action or experienced such event, such event would not constitute Diverted Cargo Force Majeure pursuant to the provisions of this Paragraph 12; and

(H)the loss of interruptible or secondary firm transportation service on a Connecting Pipeline or any pipeline upstream of a Connecting Pipeline unless the cause of such loss was an event that would satisfy the definition of Diverted Cargo Force Majeure hereunder and primary in-the-path transportation service on such pipeline was also interrupted as a result of such event.

12.2.3Diverted Cargo Force Majeure relief in respect of the Transporter for an event described in Paragraph 12.1.1(E) affecting a specific LNG Tanker shall only be available with respect to cargoes that are scheduled to be transported on such LNG Tanker in the FOB ADP or FOB Ninety Day Schedule, as applicable.

12.3Notification

A Diverted Cargo Force Majeure event shall take effect at the moment such an event or circumstance occurs. Upon the occurrence of a Diverted Cargo Force Majeure event that prevents, interferes with or delays the performance by Project Co or the Transporter, in whole or in part, of any of its obligations under this Agreement, the Party affected shall give notice thereof to the other Party describing such event and stating the obligations the performance of which are affected (either in the original or in supplemental notices) and stating, as applicable:

12.3.1the estimated period during which performance may be prevented, interfered with or delayed, including, to the extent known or ascertainable, the estimated extent of such reduction in performance;

12.3.2the particulars of the program to be implemented to resume normal performance under this Agreement; and

12.3.3the anticipated portion of the FOB SCQ in respect of such Diverted Cargo that will not be made available or taken, as the case may be, by reason of Diverted Cargo Force Majeure.

Such notices shall thereafter be updated at least monthly during the period of such claimed Diverted Cargo Force Majeure specifying the actions being taken to remedy the circumstances causing such Diverted Cargo Force Majeure.

12.4Measures

Prior to resumption of normal performance, the Parties shall continue to perform their obligations under this Agreement to the extent not excused by such event of Diverted Cargo Force Majeure.

12.5No Extension of Term

The Term shall not be extended as a result of or by the duration of an event of Diverted Cargo Force Majeure.

12.6Settlement of Industrial Disturbances

Settlement of strikes, lockouts, or other industrial disturbances shall be entirely within the discretion of the Party experiencing such situations, and nothing in this Agreement shall require such Party to settle industrial disputes by yielding to demands made on it when it considers such action inadvisable.

12.7Foundation Customer Priority

Notwithstanding any other provision in this Paragraph 12, during any event of Diverted Cargo Force Majeure affecting Project Co, the Transporter acknowledges that the remaining capacity at the Corpus Christi Facility is apportioned by Project Co according to the Foundation Customer Priority.

13.BUSINESS PRACTICES

13.1Trade Law Compliance

Each Party agrees to comply with the Export Authorizations, including incorporating into any resale contract for LNG sold under this Agreement the necessary conditions to ensure compliance with the Export Authorizations. The Transporter shall promptly provide to Project Co all information required by Project Co or Project Co’s Affiliate to comply with the Export Authorizations. If any Export Authorization requires conditions to be included in this Agreement then, within fifteen (15) days following the issuance of the Export Authorization imposing such condition, the Parties shall discuss the appropriate changes to be made to this Agreement to comply with such Export Authorization and shall amend this Agreement accordingly. The Transporter acknowledges and agrees that it may resell or transfer LNG purchased hereunder for delivery only to the countries identified in an Export Authorization and/or to purchasers that have agreed in writing to limit their direct or indirect resale or transfer of such LNG to such countries. The Transporter represents and warrants that the final delivery of LNG received pursuant to the terms of this Agreement are permitted and lawful under United States of America laws and policies, including the rules, regulations, orders, policies, and other determinations of the United States Department of Energy, the Office of Foreign Assets Control of the United States Department of the Treasury and the Federal Energy Regulatory Commission, and the Transporter shall not take any action which would cause any Export Authorization to be withdrawn, revoked, suspended or not renewed.

13.2Records; Audit

Each Party shall keep all records necessary to confirm compliance with Paragraph 13.1 for a period of five (5) years following the year for which such records apply. If either Party asserts that the other Party is not in compliance with Paragraph 13.1, the Party asserting non-compliance shall send a notice to the other Party indicating the type of non-compliance asserted. After giving such notice, the Party asserting non-compliance may cause an independent auditor to audit the records of the other Party in respect of the asserted noncompliance. The costs of any independent auditor under this Paragraph 13.2 shall be paid (i) by the Party being audited, if such Party is determined not to be in full compliance with this Paragraph 13.1, and (ii) by the Party requesting the audit, if the Party being audited is determined to be in full compliance with Paragraph 13.1.

13.3Indemnity

Each Party agrees to indemnify and hold the other Party harmless from any Losses suffered or incurred by such Party arising out of the indemnifying Party’s breach of any or all of Paragraph 13.1.

14.OTHER APPLICABLE PROVISIONS

14.1For the avoidance of doubt, the following clauses of this Agreement shall apply in respect of the Parties' rights and obligations under this Schedule 2 in relation to each Diverted Cargo:

14.1.1Clause 10.3 and Clause 10.4 (Transportation and Loading);

14.1.2Clause 16.5 (Conduct of Claims);

14.1.3Clause 17 (Insurance);

14.1.4Clause 19 (Exchange of Information);

14.1.5Clause 21 (Confidentiality);

14.1.6Clause 24 (Dispute Resolution and Governing Law);

14.1.7Clause 25 (Assignments);

14.1.8Clause 27 (Miscellaneous);

14.1.9Clause 28 (Notices); and

14.1.10Clause 29.1 (Prohibited Practices).

Part C

SWAPPED CARGOES

1.SALE AND PURCHASE

1.1General

The Transporter shall sell and make available, or compensate Project Co if not made available, and Project Co shall take and pay for, or compensate the Transporter if not taken, the Swapped Cargo in the quantities and at the prices determined in accordance with this Schedule 2.

1.2Transportation

The Transporter, in the case of Swapped Cargoes, shall be responsible for procuring and providing at its own expense the LNG Tanker to be used for transporting the Swapped Cargo pursuant to this Schedule 2, and shall pay all costs (including shipping costs and insurance costs) associated with the transportation of the Swapped Cargo to the unloading port at which the relevant Receiving Terminal is located, including any other charges or levies associated with the use by the LNG Tanker of the Suez Canal or any other navigational canal, if applicable.

2.DELIVERY POINT, TITLE AND RISK

2.1Delivery Point

Transporter shall deliver each Swapped Cargo to Project Co for Project Co’s onward sale of the cargo to DES Buyer under the DES SPA, subject to the terms and conditions of this Schedule 2, at the Delivery Point.

2.2Title and Risk

Except as may be otherwise agreed by Project Co and the Transporter, title to and risk of loss of each Swapped Cargo shall pass from the Transporter to Project Co, in accordance with the following:

2.2.1Title to and risk of loss of or damage to LNG being transported by the LNG Tanker under the terms of this Agreement shall transfer to DES Buyer at the first point before the LNG Tanker enters the EEZ of the country of the unloading port at which the relevant Receiving Terminal is located on its final approach to the unloading port at which the relevant Receiving Terminal is located; “EEZ” means the exclusive economic zone as such term is used in the United Nations Convention on the Law of the Sea (1982), as may be amended, and claimed by the applicable country as may be amended, during the term of this Agreement.

2.2.2Title to and risk of loss of or damage to all LNG (including heel) and Natural Gas vapour retained on board the LNG Tanker as the LNG Tanker departs the Receiving Terminal outward bound shall pass from Project Co to the Transporter at the first point after which the LNG Tanker entirely exits the EEZ.

2.2.3In the case that the Transporter does not deliver, or Project Co does not receive, all or part of a Swapped Cargo in accordance with this Agreement, Project Co shall have the right to instruct the Transporter, and the Transporter shall have the right, to cause the LNG Tanker without undue delay to return to the first point outside the EEZ boundary.

2.2.4In respect of the LNG provided for delivery as a Swapped Cargo in accordance with this Agreement, Project Co grants to the Transporter an irrevocable license (at no cost) to use quantities of LNG and Natural Gas in the LNG Tanker as fuel to enable the LNG Tanker to continue its voyage from the time title passes to Project Co until the Delivery Point, during berthing and unloading at the Delivery Point, and from the

Delivery Point outward bound until the LNG Tanker crosses the outer boundary of the EEZ.

Nothing in this clause with respect to the transfer of title and risk shall affect the calculation of the quantity of LNG made available and delivered to, or taken by, Project Co and the amount to be paid by Project Co for such LNG pursuant to Paragraph 2.2.1 of Part A of Schedule 2.

For the avoidance of doubt, DES Buyer or DES Buyer’s nominee shall be the importer of record of each Swapped Cargo sold and delivered hereunder and shall be responsible for complying with all customs and excise procedures in the country in which the unloading port at which the relevant Receiving Terminal is located.

3.PRODUCTION FACILITY

The Swapped Cargo shall be loaded from a Production Facility that complies with Section 3.2 of the DES SPA.

4.SCHEDULING

Each Swapped Cargo shall be delivered by the Transporter to DES Buyer during the DES Delivery Window set out in the DES ADP or DES Ninety Day Schedule, as applicable.

5.QUANTITY

The quantity of LNG to be delivered by the Transporter to DES Buyer at the Delivery Point shall be the DES SCQ in respect of such LNG cargo as set out in the DES ADP or DES Ninety Day Schedule, as applicable, subject to any delivery tolerance applicable for under the DES SPA.

6.QUALITY

Each Swapped Cargo delivered by the Transporter to DES Buyer at the Delivery Point under this Schedule 2 shall, when converted into a gaseous state, comply with the specifications contained in Section 12.1 of the DES SPA.

7.TRANSPORTATION AND UNLOADING

The Transporter shall manage all shipping, scheduling and operational matters relating to LNG transportation of the Swapped Cargo in accordance with the requirements of the DES SPA including all matters in respect of which the Transporter would have otherwise provided Transportation Services, Shipping Services and Scheduling Services in accordance with Schedule 1 had such LNG cargo been loaded at the Nominal LNG Facility.

8.LOSS ARISING UNDER THE DES SPA

8.1Subject to Clause 16.4 and any limitations on Project Co’s liability under the DES SPA, in respect of any cargo scheduled for delivery in the DES ADP or DES Ninety Day Schedule, as applicable, in respect of which the Transporter intends to deliver a Swapped Cargo, the Transporter shall assume all liability for and shall save, defend, hold harmless and indemnify Project Co against all Claims for which it is agreed or determined that Project Co is liable to DES Buyer under the DES SPA (including Claims under Section 26.5 of the DES SPA), to the extent such Claims, arise from, relate to or are in connection with any action or omission of the Transporter save where:

8.1.1the Transporter was acting in accordance with express requirements set forth in this Agreement or on the direct express instruction of Project Co; and/or

8.1.2Transporter was acting in accordance with the standards of a Reasonable and Prudent Operator.

8.2Subject to Clause 16.4 and any limitations on Project Co’s liability under the DES SPA, in respect of any cargo scheduled for delivery in the DES ADP or DES Ninety Day Schedule, as applicable, in respect of which the Transporter intends to deliver a Swapped Cargo, if DES Buyer is in contravention of any provision of the DES SPA and such contravention has caused the Transporter to suffer or incur any Loss, Project Co shall pay to the Transporter any

amounts for which it is agreed or determined that DES Buyer is liable to Project Co under the DES SPA (including Claims under Section 26.5 of the DES SPA).

9.SWAPPED CARGO FORCE MAJEURE

9.1Swapped Cargo Force Majeure

9.1.1Neither Party shall be liable to the other Party for any delay or failure in performance under this Agreement if and to the extent such delay or failure is a result of Swapped Cargo Force Majeure. To the extent that the Party so affected fails to use commercially reasonable efforts to overcome or mitigate the effects of such events of Swapped Cargo Force Majeure, it shall not be excused for any delay or failure in performance that would have been avoided by using such commercially reasonable efforts. Subject to the provisions of this Paragraph 9.1, the term “Swapped Cargo Force Majeure” shall mean any act, event or circumstance, whether of the kind described herein or otherwise, that is not reasonably within the control of, does not result from the fault or negligence of, and would not have been avoided or overcome by the exercise of reasonable diligence by, the Party claiming Swapped Cargo Force Majeure or an Affiliate of the Party claiming Swapped Cargo Force Majeure (provided that such Affiliate is not the other Party to this Agreement), such Party and, as applicable, its Affiliate having observed a standard of conduct that is consistent with a Reasonable and Prudent Operator, and that prevents or delays in whole or in part such Party’s performance of one or more of its obligations under this Agreement.

9.1.2Swapped Cargo Force Majeure may include circumstances of the following kind, provided that such circumstances satisfy the definition of Swapped Cargo Force Majeure set forth above:

(A)acts of God, the government, or a public enemy; strikes, lockout, or other industrial disturbances;

(B)terrorism, wars, blockades or civil disturbances of any kind; epidemics, Adverse Weather Conditions, fires, explosions, arrests, restraints of governments or people, piracy, and the threat of piracy;

(C)the breakdown or failure of, freezing of, breakage or accident to, or the necessity for making repairs or alterations to any facilities or equipment;

(D)in respect of Transporter, the unavailability of, or any event affecting, the Panama Canal, including loss of, accidental damage to, inaccessibility to, inoperability of, or any other restriction or closure of such canal or its related facilities;

(E)in respect of Transporter, loss of, accidental damage to, or inaccessibility to or inoperability of any Production Facility relating to the Swapped Cargo pursuant to Paragraph 3 of this Part C of Schedule 2 and any Connecting Pipeline in respect thereof, subject to Paragraph 9.2.4;

(F)in respect of Transporter, loss of, accidental damage to, or inoperability of any LNG Tanker, subject to Paragraph 9.2.3;

(G)in respect of Transporter, events affecting the ability of any LNG Tanker to reach a Production Facility or a Receiving Terminal (including, in any such event, as the result of the unavailability of Marine Services);

(H)in respect of Project Co, loss of, accidental damage to, or inaccessibility to or inoperability of any Receiving Terminal and Receiving Terminal Pipeline associated thereto subject to Paragraph 9.2.5); and

(I)the withdrawal, denial, or expiration of, or failure to obtain, any Approvals, including the removal of the country in which the Primary Receiving Terminals are located or the country in which any other Receiving Terminal at which a cargo is scheduled to be delivered is located from the list of countries to which LNG may be delivered pursuant to an Export Authorizations.

9.1.3Nothing in this Paragraph 9.1 shall be construed to require a Party to observe a higher standard of conduct than that required of a Reasonable and Prudent Operator as a condition to claiming the existence of Swapped Cargo Force Majeure.

9.2Limitations on Swapped Cargo Force Majeure

9.2.1Indemnity and Payment Obligations. Notwithstanding Paragraph 9.1, no Swapped Cargo Force Majeure shall relieve, suspend, or otherwise excuse either Party from performing any obligation to indemnify, reimburse, hold harmless or otherwise pay the other Party under this Agreement.

9.2.2Events Not Swapped Cargo Force Majeure: The following events shall not constitute Swapped Cargo Force Majeure:

(A)a Party’s inability to finance its obligations under this Agreement or the unavailability of funds to pay amounts when due in the currency of payment;

(B)the ability of Project Co or Transporter to obtain better economic terms for LNG or Gas from an alternative transporter or shipper, as applicable;

(C)changes in either Party’s market factors, default of payment obligations or other commercial, financial or economic conditions, including failure or loss of any of Project Co's Gas, LNG or electric power markets;

(D)breakdown, freezing, breakage or failure of plant or equipment caused by normal wear and tear or by a failure to properly maintain such plant or equipment;

(E)the withdrawal, denial, expiration or modification of or failure to obtain any Export Authorization caused by Transporter or Transporter's Affiliate’s: (i) action, including a violation of or breach of the terms and conditions of any Export Authorization; or (ii) the failure to apply for or follow the necessary procedures to obtain any Export Authorization or request, acquire or take all commercially reasonable actions to obtain the maintenance, renewal or reissuance of the same, in either event, only if the offending Person knew or should have known, after due inquiry and the exercise of endeavors expected by a Reasonable and Prudent Operator, that such action or failure, as the case may be, would have caused the withdrawal, denial, expiration or modification of or failure to obtain any Export Authorization;

(F)the non-availability or lack of economically obtainable Gas reserves;

(G)the loss of interruptible or secondary firm transportation service on a Connecting Pipeline or any pipeline upstream of a Connecting Pipeline unless the cause of such loss was an event that would satisfy the definition of Swapped Cargo Force Majeure hereunder and primary in-the-path transportation service on such pipeline was also interrupted as a result of such event; and

(H)(i) in the case of either Party, any event arising from an action or omission of any Affiliate of that Party, (ii) in the case of Transporter, any event arising from an action or omission of the operator of a Production Facility, and (iii) in

the case of Project Co, any event arising from an action or omission of a Terminal Operator, in each case to the extent that had the Party taken such action or experienced such event, such event would not constitute Swapped Cargo Force Majeure pursuant to the provisions of this Paragraph 9.

9.2.3LNG Tankers. Swapped Cargo Force Majeure relief in respect of the Transporter for an event described in Paragraph 9.1.2(F) affecting a specific LNG Tanker:

(A)shall only be available with respect to cargoes: (i) that are scheduled to be transported on such LNG Tanker in the applicable DES Ninety Day Schedule or DES ADP for such Contract Year, or (to the extent that the DES ADP for the following Contract Year has been issued by Transporter) in the DES ADP for the following Contract Year; and (ii) in respect of any Identified LNG Tanker, that would be scheduled for delivery in a future Contract Year(s) for which the DES ADP has not yet been issued by Transporter, provided that such Swapped Cargo Force Majeure relief shall, in respect of any individual Identified LNG Tanker, meet the requirements pursuant to Section 14.2.3(a)(ii) of the DES SPA for the relevant Contract Year; and

(B)shall not be available for an event affecting such LNG Tanker if such LNG Tanker was affected by, or could reasonably have been expected to be affected by, such Swapped Cargo Force Majeure event at the time it was nominated by the Transporter pursuant to Paragraph 1.2.3 and Paragraph 3 of Schedule 5 or otherwise under the DES SPA.

9.2.4Production Facility. Swapped Cargo Force Majeure relief in respect of Transporter for an event affecting a Production Facility or Connecting Pipeline:

(A)shall only be available with respect to cargoes: (i) that are scheduled to be loaded at such Production Facility in the applicable DES Ninety Day Schedule or DES ADP for such Contract Year, or (to the extent that the DES ADP for the following Contract Year has been issued by the Transporter) in the DES ADP for the following Contract Year and (ii) in respect of a Nominal LNG Facility, that would be scheduled for delivery in a future Contract Year(s) for which the DES ADP has not yet been issued by Transporter, provided that such Swapped Cargo Force Majeure relief shall, in respect of any individual Nominal LNG Facility, be limited to a percentage of the annual contract quantity for the relevant Contract Year equal to the percentage identified for such Nominal LNG Facility in the relevant notice provided by Transporter at the time such Nominal LNG Facility is nominated pursuant to Section 3.2.4(b) of the DES SPA; and

(B)shall not be available for an event affecting such Production Facility (or Connecting Pipeline in respect thereof) if such Production Facility (or Connecting Pipeline) was affected by, or could reasonably have been expected to be affected by, such Swapped Cargo Force Majeure event at the time such Production Facility was nominated pursuant to the DES SPA for the relevant cargo.

9.2.5Receiving Terminal. Swapped Cargo Force Majeure relief in respect of Project Co for an event affecting a Receiving Terminal or Receiving Terminal Pipeline:

(A)shall only be available with respect to cargoes: (i) that are scheduled to be delivered to such Receiving Terminal in the applicable DES Ninety Day Schedule or DES ADP for such Contract Year, or (to the extent that the DES ADP for the following Contract Year has been issued by the Transporter) in the DES ADP for the following Contract Year; (ii) in respect of the Receiving Terminal that DES Buyer owns and operates (or has operated on its behalf) near Taichung, Taiwan, that would be scheduled as a cargo as specified in Section 14.2.7(a)(ii) of the DES SPA for delivery in a future Contract Year(s) for which the DES ADP has not yet been issued by Transporter, except in the case where Section 7.6.1(a) of the DES SPA applied; and (iii) in respect of the Receiving Terminal that DES Buyer owns and operates (or has

operated on its behalf) near Yung An Taiwan, that would be scheduled for delivery as a cargo as specified in Section 14.2.7(a)(iii) of the DES SPA in a future Contract Year(s) for which the DES ADP has not yet been issued by Transporter; and

(B)shall not be available for an event affecting such Receiving Terminal or Receiving Terminal Pipeline if such Receiving Terminal or Receiving Terminal Pipeline was affected by, or could reasonably have been expected to be affected by, such Swapped Cargo Force Majeure event at the time such Receiving Terminal was nominated by the DES Buyer pursuant to the DES SPA for the relevant cargo.

9.3Notification

A Swapped Cargo Force Majeure event shall take effect at the moment such an event or circumstance occurs. Upon the occurrence of a Swapped Cargo Force Majeure event that prevents, interferes with or delays the performance by Project Co or Transporter, in whole or in part, of any of its obligations under this Agreement, the Party affected shall give notice thereof to the other Party describing such event and stating the obligations the performance of which are affected (either in the original or in supplemental notices) and stating, as applicable:

9.3.1the estimated period during which performance may be prevented, interfered with or delayed, including, to the extent known or ascertainable, the estimated extent of such reduction in performance;

9.3.2the particulars of the program to be implemented to resume normal performance under this Agreement; and

9.3.3the anticipated portion of the adjusted annual contract quantity for a Contract Year that will not be delivered by the Transporter to the DES Buyer, by reason of Swapped Cargo Force Majeure (if applicable).

Such notices shall thereafter be updated at least monthly during the period of such claimed Swapped Cargo Force Majeure specifying the actions being taken to remedy the circumstances causing such Swapped Cargo Force Majeure.

9.4Measures

Prior to resumption of normal performance, the Parties shall continue to perform their obligations under this Agreement to the extent not excused by such event of Swapped Cargo Force Majeure.

9.5Settlement of Industrial Disturbances

10.OTHER APPLICABLE PROVISIONS

10.1For the avoidance of doubt, the following clauses of this Agreement shall apply in respect of the Parties' rights and obligations under this Schedule 2 in relation to each Swapped Cargo:

10.1.1Clause 10 (Transportation and Loading);

10.1.2Clause 11 (Transport Fee);

10.1.3Clause 12 (Invoicing and Payment);

10.1.4Clause 16.5 (Conduct of Claims);

10.1.5Clause 21 (Confidentiality);

10.1.6Clause 24 (Dispute Resolution and Governing Law);

10.1.7Clause 25 (Assignments);

10.1.8Clause 27 (Miscellaneous);

10.1.9Clause 28 (Notices); and

10.1.10Clause 29 (Business Practices).

SCHEDULE 3

FORM OF PAYMENT GUARANTEE AND ACCEPTABLE LETTER OF CREDIT

PART A

PAYMENT GUARANTEE

GUARANTEE

This Guarantee (this “Guarantee”) is made on and effective as of ____________________.

BETWEEN:

(1)[•], a [•] organized under the laws of [•] (the “Guarantor”); and

(2)Corpus Christi Liquefaction, LLC, a limited liability company organized and existing in Delaware whose registered office is 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (the “Beneficiary”).

WHEREAS:

(A)Cheniere Marketing International LLP, a limited liability partnership organized and existing under the laws of England and Wales (the “Transporter”) and Beneficiary have entered into and/or agreed to enter into the shipping services agreements listed in Annex A hereto, as such list may be updated from time to time upon notice by Beneficiary to Guarantor (the “Guaranteed Agreements”), pursuant to which Transporter will perform or cause to be performed certain shipping and transportation-related services for Beneficiary related to Beneficiary’s liquified natural gas operations on a delivered ex-ship (“DES”) basis;

(B)Under the terms of the Guaranteed Agreements, Transporter is, or may be, obligated to make certain payments to Beneficiary from time to time in respect of Diverted Cargos (as defined in the relevant Guaranteed Agreements);

(C)In accordance with [section 1.3.1(A)(2)] of the relevant Guaranteed Agreements, the Guarantor has agreed to enter into this Guarantee at the request of the Transporter, to provide a guarantee for certain payment obligations of Transporter to the Beneficiary under the Guaranteed Agreements.

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

Capitalized terms used herein without definition shall have the meanings assigned to them in the relevant Guaranteed Agreements and the following words and expressions shall have the following meanings:

“Business Day” means any day (other than Saturdays and Sundays) on which commercial banks are normally open to conduct business in the State of New York, United States of America and London, United Kingdom; and

“Guaranteed Obligations” means, in respect of each Diverted Cargo (as defined in the relevant Guaranteed Agreements) that is designated by the Transporter pursuant to [section 1.3.1(A)(2)] of the relevant Guaranteed Agreements, the obligation of Transporter to pay the Prepayment Amount (as defined in and pursuant to the relevant Guaranteed Agreements).

1.2Interpretation

In this Guarantee references to:

(a)any document include references to that document as amended, varied, supplemented, restated and/or replaced in any manner from time to time;

(b)any party shall, subject to Clause 10 (Transfer), be deemed to be references to or to include, as appropriate, its lawful successors and permitted assigns or transferees;

(c)"including" shall not be construed restrictively but shall be construed as meaning "including, without prejudice to the generality of the foregoing".

1.3Headings are inserted for convenience only and shall be ignored in construing this Guarantee.

1.4Nothing in this Guarantee, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and permitted assigns) any benefit, legal or equitable right, remedy or claim under or by reason of this Guarantee.

2.GUARANTEE

The Guarantor irrevocably and unconditionally guarantees, subject to and in accordance with the terms and conditions of this Guarantee, as primary obligor and not merely as surety, to the Beneficiary, the punctual payment by the obligor of the Guaranteed Obligations when due (subject to any applicable notice and grace periods). The obligations of the Guarantor under this Guarantee are independent of the obligations of the Transporter under the Guaranteed Agreements. A separate action may be brought against the Guarantor to enforce this Guarantee, whether or not any action is brought against the Transporter or whether or not the Transporter is joined in any such action.

3.LIMITATION

Notwithstanding anything herein to the contrary, in no event shall the Guarantor be required to pay, or otherwise be liable to, the Beneficiary for any special, indirect, incidental, consequential or exemplary losses of any type, any loss of income or profits, loss of revenue, loss of opportunity or loss of business, increased costs or expenses, or wasted expenditure under or in connection with this Guarantee.

4.CONTINUING GUARANTEE

This Guarantee shall be a continuing guarantee and is in addition to and independent of every other security or guarantee which the Beneficiary may hold for the Guaranteed Obligations. Subject to Clause 6, this Guarantee shall continue in full force and effect despite any partial settlement of account or intermediate payment.

5.TERMINATION

This Guarantee shall automatically terminate, irrespective of whether it is returned to the Guarantor or not, upon the earlier of (the “Termination Date”): (a) payment in full of the Guaranteed Obligations; (b) the Transporter’s delivery to the Beneficiary of an alternate form of credit support or payment under section 1.3.1(A) of the Guaranteed Agreements in respect of all Diverted Cargos then designated; and (c) the Guarantor’s delivery to the Beneficiary of a written notice of the Guarantor’s intention not to extend this Guarantee to any Diverted Cargos after the date of such notice. For the avoidance of doubt, the termination of this Guarantee shall not affect or reduce Guarantor’s obligation for any Guaranteed Obligation that was created or incurred by Transporter prior to the Termination Date.

6.DEFERRAL OF GUARANTOR’S RIGHTS

The Guarantor waives and agrees not to exercise any rights, remedies, powers or privileges, including rights of subrogation, contribution, indemnity or reimbursement against the Transporter, whether arising by contract or operation of law, and waives any right to enforce any remedy that the Guarantor now has or may later have against Transporter, in each case, until the Guaranteed Obligations (subject to Clause 3) have been indefeasibly paid in full.

7.DEMANDS

7.1The Beneficiary may exercise any of its rights, powers or remedies under this Guarantee or by law without any requirement to first:

(a)make any demand or take any action or obtain judgment in any court against the Transporter;

(b)make or file any claim or proof in the insolvency of the Transporter; or

(c)enforce or attempt to enforce any other security or guarantee it may hold for the Guaranteed Obligations.

7.2The Beneficiary may make multiple demands under this Guarantee.

8.DEFENSES AND WAIVER OF DEFENSES

Notwithstanding anything herein to the contrary, the Guarantor shall have available to itself all defenses, setoffs, and counterclaims that are or would be available to the Transporter; provided, that, the Guarantor hereby expressly waives to the fullest extent permitted by law any defenses, now or in the future, based upon:

(a)any change to the name, corporate form, or control of, or ownership interest in, the Transporter;

(b)the bankruptcy, reorganization, dissolution, liquidation, insolvency, or other similar proceeding with respect to the Transporter;

(c)any change in or amendment to any of the terms of the Guaranteed Agreements or liability of the Transporter to the Beneficiary thereunder;

(d)amendment to, increase in, or variation, waiver or release of the Guaranteed Obligations;

(e)any failure by the Beneficiary to take or perfect, or fully to take or perfect, any other guarantee, indemnity or security intended to be taken for the Guaranteed Obligations, or any failure by the Beneficiary to file any claim related to the Guaranteed Obligations in the event that the Transporter becomes subject to a bankruptcy, insolvency, reorganization, liquidation or similar proceeding;

(f)any failure by the Beneficiary to realise, or fully to realise, the value of, or any release, discharge, exchange or substitution of, any security or guarantee (other than this Guarantee) taken in respect of the Guaranteed Obligations;

(g)the granting of any time or other indulgence to the Transporter or any other person, in respect of the Guaranteed Obligations or any arrangement or compromise entered into by the Beneficiary with the Transporter or any other person;

(h)any of the obligations of the Guarantor under this Guarantee or of any other person under any other document in respect of the Guaranteed Obligations being or becoming illegal, invalid, unenforceable, impaired or ineffective in any respect; and

(i)any other defenses expressly waived by Guarantor in this Guarantee or by Transporter in the Guaranteed Agreements.

9.DISCHARGE AND RELEASE

Any settlement or discharge between the Beneficiary and the Guarantor in respect of the Guaranteed Obligations shall be conditional on no security or payment to the Beneficiary by the Guarantor or any other person being avoided or reduced by virtue of any provisions or enactments relating to insolvency or otherwise. If any such security or payment is avoided or reduced, the Beneficiary shall be entitled to recover the value or amount of that security or payment subsequently from the Guarantor and to exercise its rights under this Guarantee as if no such settlement or discharge had been made or given.

10.TRANSFER

10.2This Guarantee shall bind each of the Guarantor, Beneficiary and their respective successors and permitted assigns.

10.3Neither this Guarantee nor any of the rights or obligations under this Guarantee may be assigned or transferred (directly or indirectly) without the prior written consent of the non-transferring party; provided that, (a) the Beneficiary, may, by providing not less than five (5) Business Days’ prior written notice to Guarantor, assign this Guarantee to a person to whom Beneficiary has assigned and transferred all (but not less than all) of its right, title, and interest in the Guaranteed Agreements in accordance with the terms of the Guaranteed Agreements, and any assignment and/or transfer made in violation of the foregoing shall be deemed null and void and of not effect and (b) Beneficiary may assign its right, title and interest hereunder as set forth in Clause 10.3.

10.4The Beneficiary may, without any prior consent of Guarantor, assign, mortgage or pledge all or any of its rights, interests or benefits hereunder to secure payment of any indebtedness. Xxxxxxxxx, in connection therewith, agrees to execute and deliver to the lenders to whom such indebtedness is owed a direct agreement with the agent acting on behalf of any such lenders.

11.DEDUCTIONS

Each payment to be made by the Guarantor to the Beneficiary shall be made in the currency in which it is due, free and clear of, and without any withholding, deduction or set off whatsoever, unless the Guarantor is required by law to make such a payment subject to deduction.

If the Guarantor is required by law to make a deduction or withholding from any payment under this Guarantee that payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Beneficiary receives and retains (free from any liability in respect of any such deduction or withholding) an amount equal to the amount it would have received and retained had no such deduction or withholding been made or required to be made.

12.INVALIDITY

If any provision of this Guarantee is illegal, invalid or unenforceable in whole or in part, the legality, validity and enforceability of the other provisions of this Guarantee, and the remainder of the affected provision, shall not be otherwise impaired.

13.AMENDMENTS AND WAIVER

This Guarantee may not be supplemented, amended, modified or changed except by an instrument in writing signed by the Guarantor and Beneficiary, and expressed to be a supplement, amendment, modification or change to this Guarantee. Neither the Guarantor nor the Beneficiary shall be deemed to have waived any right or remedy under this Guarantee by reason of its failure to enforce such right or remedy.

14.ENTIRE AGREEMENT

This Guarantee constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto or any of them with respect to the subject matter hereof.

15.NOTICES

15.1Whenever written notices are required to be given by either Party to the other Party, such notices shall be sent by registered mail, e-mail or registered airmail to the following addresses:

15.2Notice to Guarantor:

[•]1

1 NTD: Insert notice information for Guarantor.

15.3Notice to Beneficiary:


Corpus Christi Liquefaction, LLC 000 Xxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000
Telephone: (000) 000-0000
E-mail: ***
Attention: Commercial Operations

15.4Any notice required under this Guarantee to be given in writing shall be deemed to be duly received only:

(d)if delivered by hand or by courier, on the Day on which it is received at the receiving party’s address; and

(e)if sent by e-mail, on the next Day on which the office of the receiving party is normally open for business following the Day on which it is received in a legible form at the address to which it is properly addressed.

16.GOVERNING LAW AND JURISDICTION; WAIVER OF JURY TRIAL

16.2This Guarantee and all non-contractual obligations arising under or in connection with this Guarantee shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles thereof that would result in the application of any law other than the law of the State of New York.

16.3Each party hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever, whether in law or equity, or whether in contract or tort or otherwise, in any way relating to this Guarantee or the transactions contemplated hereby, in any forum other than the courts of the State of New York sitting in the city and county of New York and of the United States District Court sitting in the Borough of Manhattan, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that any such action, litigation or proceeding may be brought in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

16.4Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court referred to in Clause 16.2 of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

16.5Each party hereto irrevocably consents to the service of process in the manner provided for notices in Section 16 and agrees that nothing herein will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

16.6EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY

RELATING TO THIS GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

17.COUNTERPARTS

This Guarantee may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Guarantee by facsimile or other electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof. Any signature to this Guarantee may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law.

IN WITNESS whereof the parties have caused this Guarantee to be executed and delivered on the date first above written.

The Guarantor:

[•]2

By: ______________________

Name:

Title:

2 NTD: Insert Guarantor’s full legal name.

The Beneficiary:

Corpus Christi Liquefaction, LLC

By: ______________________

Name:

Title:

Annex A

Guaranteed Agreements

1.Shipping Services Agreement, dated as of November 1, 2022, between Corpus Christi Liquefaction, LLC and Cheniere Marketing International LLP, in relation to the LNG Sale and Purchase Agreement between Corpus Christi Liquefaction, LLC and CPC Corporation;

2.Shipping Services Agreement, dated as of November 1, 2022, between Corpus Christi Liquefaction, LLC and Cheniere Marketing International LLP, in relation to the LNG Sale and Purchase Agreement between Corpus Christi Liquefaction, LLC and Xxxxx Energy Group Co., Ltd.; and

3.Shipping Services Agreement, dated as of June 15, 2022, between Corpus Christi Liquefaction, LLC and Cheniere Marketing International LLP, in relation to the LNG Sale and Purchase Agreement between Corpus Christi Liquefaction, LLC and Polskie Gornictwo Naftowe i Gazownictwo S.A.

Part B

ACCEPTABLE LETTER OF CREDIT

To: Corpus Christi Liquefaction, LLC

Attention: _____

000 Xxxxx Xxxxxx,

Xxxxx 0000,

Xxxxxxx, XX 00000

Dear Sir or Madam,

By order of and for account of Cheniere Marketing International LLP, a limited liability partnership organized and existing under the laws of England and Wales (“Applicant”), we, [ISSUING BANK], herewith issue our irrevocable standby letter of credit no. [ ] (the “Letter of Credit”) in favour of Corpus Christi Liquefaction, LLC, a limited liability partnership incorporated and registered in Delaware (“Beneficiary”).

1.This Letter of Credit is issued for value of no less than [USD ] [(US$ )]3 valid for the period commencing on [ ] and ending on [ ],4 and is available at sight against presentation of the following documents at our counters at [ ]5:

(a)A copy of Beneficiary’s signed invoice issued in accordance with the Shipping Services Agreement entered into between Applicant and Beneficiary dated [ ] (the “Agreement”);

(b)Beneficiary’s signed statement certifying as follows:

“We certify that the amount invoiced in our invoice number [ ] is properly due and payable in accordance with the terms and conditions of the Shipping Services Agreement entered into between [Applicant] and [Beneficiary] dated [ ] (the “Agreement”). We further certify that the amount of this drawing [USD ] [(US$ )] under Letter of Credit No [ ] of [ ] 20[ ] represents funds due to us and [Applicant] has failed to pay timely the aforementioned invoice, in full or in part in accordance with the terms and conditions of the Agreement.”

SPECIAL CONDITIONS:

1.Partial and multiple drawings are allowed.

2.The amount that may be available under this Letter of Credit No [ ] shall be automatically reduced by the amount of any partial drawings paid hereunder or by the amount of any payments made by the Applicant in favour of Beneficiary which will be informed to us by authenticated SWIFT by the paying bank confirming payment of a specified USD amount on a specified value date to the Beneficiary and referencing this Letter of Credit No [ ].

3.This Letter of Credit shall take effect in accordance with its terms but such terms shall not alter, add to or in any way affect the Agreement to which this letter of credit relates.

4.Documents should be sent by courier services in one lot to: [Bank Address].

3 NTD: If this Letter of Credit is issued for a specific Diverted Cargo, this amount shall be equal to the Prepayment Amount (as defined under the Shipping Services Agreement) for such Diverted Cargo.

4 NTD: Expiration date to be established based on the requirements of the Shipping Services Agreement.

5 NTD: Insert issuing bank’s name and address. This location must be in New York, New York.

5.This Letter of Credit and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the law of [England and Wales][the State of New York] without regard to conflict of laws principles thereof that would result in the application of any law other than the law of [England and Wales][the State of New York]. The parties to this Letter of Credit irrevocably agree that the courts of [England and Wales][the State of New York] shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this Letter of Credit or its subject matter or formation (including non-contractual disputes or claims).

6.Except to the extent it is inconsistent with the express terms of this Letter of Credit, this Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 revision) ICC Publication No. 600.

7.All bank charges incurred by Issuing Bank are for the account of Applicant. All bank charges incurred by Advising/ Presenting Bank are for Beneficiary’s account.

8.This document is the full operative credit instrument and no other advice is required.

Yours faithfully,

.....................

For and on behalf of

[ISSUING BANK]

SCHEDULE 4

FOB LOADING

PART A

LOADING REQUIREMENTS

1.LNG TANKERS

1.1The Transporter shall ensure that each LNG Tanker complies with the requirements of this Paragraph 1 and Paragraph 2 of this Schedule 4 in all respects.

1.2Each LNG Tanker shall:

1.2.1comply with the regulations of, and obtain all Approvals required by, Governmental Authorities to enable such LNG Tanker to enter, leave and carry out all required operations at the Corpus Christi Facility (or Alternate Production Facility, as applicable);

1.2.2at all times have on board valid documentation evidencing all such Approvals;

1.2.3comply fully with the International Safety Management Code for the Safe Operation of Ships and Pollution Prevention effective July 1st, 1998 (as amended from time to time); and

1.2.4at all times be in possession of valid documents of compliance and safety management certificates, and can demonstrate that the LNG Tanker has an effective management system in operation that addresses all identified risks, and provides proper controls for dealing with these risks.

1.3The Transporter shall enter into a tug services agreement to provide such number and types of tugs, fireboats and escort vessels as are:

1.3.1acceptable to Project Co;

1.3.2required by Governmental Authorities to attend the LNG Tanker; and

1.3.3necessary and appropriate to permit safe and efficient movement of the LNG Tanker within the maritime safety areas located in the approaches to and from the Corpus Christi Facility (or Alternate Production Facility, as applicable).

Affiliates of Project Co have procured tug services at the Corpus Christi Facility. In respect of any cargo scheduled in the FOB ADP or FOB Ninety Day Schedule, as applicable, for delivery at the Corpus Christi Facility, Transporter shall enter into a tug services agreement with the relevant Affiliate of Project Co. Such agreement shall provide that the fees for tug services shall be applied on a non-discriminatory basis among all long-term customers. Project Co shall not be required to provide tugs, fireboats and escort vessels to attend any LNG Tanker and shall not be liable to the Transporter in connection with any failure by the Transporter to enter into such arrangements.

1.4The Transporter shall in respect of each cargo be responsible for paying all Port Charges for use of the Loading Port, whether directly to the appropriate Person or as a reimbursement to Project Co to the extent Project Co has paid or is responsible for paying Port Charges in respect of such cargo. The Transporter shall pay all charges payable by reason of any LNG Tanker having to shift from berth at the Corpus Christi Facility (or Alternate Production Facility, as applicable) as a result of the action or inaction of Transporter.

1.5Each LNG Tanker must satisfy the following requirements:

1.5.1Except as otherwise mutually agreed in writing by the Parties, each LNG Tanker shall be compatible with the specifications of the Corpus Christi Facility as set out in Part B to this Schedule 4 (as may be amended from time to time) and shall be of a sufficient size to load the applicable FOB SCQ. If the LNG Tanker is not capable of loading the applicable FOB SCQ, the Transporter shall be deemed to have failed to take the FOB SCQ and Clause 16 shall apply.

1.5.2Each LNG Tanker shall be, in accordance with International Standards, (i) fit in every way for the safe loading, unloading, handling and carrying of LNG in bulk at atmospheric pressure; and (ii) tight, staunch, strong and otherwise seaworthy with cargo handling and storage systems (including instrumentation) necessary for the safe loading, unloading, handling, carrying and measuring of LNG in good order and condition.

1.5.3Each LNG Tanker shall at all times be maintained in class with any of the following: American Bureau of Shipping, Lloyd’s Register, Bureau Veritas, Det Norske Veritas or any other classification society that is (i) a member of International Association of Classification Societies Ltd. (IACS) and (ii) mutually agreeable to the Parties.

1.5.4Each LNG Tanker shall have been constructed to all applicable International Standards (including the International Code for the Construction and Equipment of Ships Carrying Liquefied Gases in Bulk).

1.5.5Each LNG Tanker shall comply with, and shall be fully equipped, supplied, operated, and maintained to comply with, all applicable International Standards and Applicable Laws, including those that relate to seaworthiness, design, safety, environmental protection, navigation, and other operational matters, and all procedures, permits, and approvals of Governmental Authorities for LNG vessels that are required for the transportation and loading of LNG at the Loading Port. Unless approved by Project Co in writing, which approval shall not be unreasonably withheld or delayed, an LNG Tanker shall be prohibited from engaging in any maintenance, repair or in-water surveys while berthed at the Corpus Christi Facility (or Alternate Production Facility, as applicable). Each LNG Tanker shall comply fully with the guidelines of any Governmental Authority of the United States of America, including the National Oceanographic and Atmospheric Administration (NOAA), in relation to actions to avoid strikes in the waters of the United States of America with protected sea turtles and cetaceans (e.g., whales and other marine mammals) and with regard to the reporting of any strike by the LNG Tanker which causes injury to such protected species.

1.5.6The officers and crew of each LNG Tanker shall have the ability, experience, licenses and training commensurate with the performance of their duties in accordance with internationally accepted standards with which it is customary for Reasonable and Prudent Operators of LNG vessels to comply and as required by Governmental Authorities and any labor organization having jurisdiction over the LNG Tanker or her crew. Without in any way limiting the foregoing, the master, chief engineer, all cargo engineers and all deck officers shall be fluent in written and oral English and shall maintain all records and provide all reports with respect to the LNG Tanker in English.

1.5.7Each LNG Tanker shall have communication equipment complying with applicable regulations of Governmental Authorities and permitting such LNG Tanker to be in constant communication with the Corpus Christi Facility (or Alternate Production Facility, as applicable) and with other vessels in the area (including fireboats, escort vessels and other vessels employed in port operations).

1.5.8Provided that the Corpus Christi Facility (or Alternate Production Facility, as applicable) supplies a suitable vapour return line meeting the requirements set out in Part B of this Schedule 4, then:

(A)an LNG Tanker with an LNG cargo containment capacity less than or equal to *** (***) Cubic Meters shall be capable of loading a full cargo of LNG in a maximum of fifteen (15) hours; and

(B)an LNG Tanker with an LNG cargo containment capacity greater than *** (***) Cubic Meters shall be capable of loading a full cargo of LNG in the number of hours derived after applying the following formula:

15 + x = maximum LNG transferring time (in hours)

where:

x = y/12,000 Cubic Meters; and

y = the LNG cargo containment capacity of the LNG Tanker in excess of *** (***) Cubic Meters.

Time for connecting, cooling, draining, purging and disconnecting of liquid arms shall not be included in the computation of pumping time.

1.5.9Each LNG Tanker shall procure and maintain hull and machinery insurance and protection and indemnity insurance in accordance with Clause 17.

2.LNG TANKER INSPECTIONS AND VETTING PROCEDURES

2.1During the term of this Agreement, on prior reasonable notice to the Transporter, Project Co may, at its sole risk, send its representatives (including an independent internationally recognized maritime consultant) to inspect during normal working hours any LNG Tanker as Project Co may consider necessary to ascertain whether the LNG Tanker complies with this Agreement. Project Co shall bear the costs and expenses in connection with any inspection conducted hereunder. Any such inspection may include, as far as is practicable having regard to the LNG Tanker’s operational schedule, examination of the records related to the LNG Tanker’s hull, cargo and ballast tanks, machinery, boilers, auxiliaries and equipment; examination of the LNG Tanker’s deck, engine and official log books; review of records of surveys by the LNG Tanker’s classification society and relevant Governmental Authorities; and review of the LNG Tanker’s operating procedures and performance of surveys, both in port and at sea. Any inspection carried out pursuant to this Paragraph 2.1 shall not interfere with, or hinder, any LNG Tanker’s safe and efficient construction or operation. No inspection (or lack thereof) of an LNG Tanker hereunder shall: (i) modify or amend Transporter’s obligations, representations, warranties, and covenants hereunder; or (ii) constitute an acceptance or waiver by Project Co of Transporter’s obligations hereunder.

2.2Subject to Clause 16.4, Project Co shall indemnify and hold Transporter and its Affiliates harmless from any Claims and Losses resulting from Project Co’s inspection of any LNG Tanker pursuant to Paragraph 2.1.

2.3The Transporter shall comply with all LNG Tanker vetting procedures, as set forth in the Corpus Christi Marine Operations Manual.

2.4Project Co shall have the right to reject any LNG vessel that the Transporter intends to use to take delivery of LNG hereunder at the Corpus Christi Facility (or Alternate Production Facility, as applicable) if such LNG vessel does not comply materially with the provisions of this Agreement, provided that:

2.4.1neither the exercise nor the non-exercise of such right shall reduce the responsibility of the Transporter to Project Co in respect of such LNG vessel and her operation, nor increase Project Co’s responsibilities to the Transporter or Third Parties for the same; and

2.4.2the Transporter’s obligations under this Agreement shall not be excused or suspended by reason of Transporter’s inability (pursuant to the foregoing) to use a vessel as an LNG Tanker.

3.PORT LIABILITY AGREEMENT

3.1The Transporter shall, or shall cause the master of each LNG Tanker (acting on behalf of the ship-owner and charterer) making use of the port or marine facilities at the Corpus Christi Facility (or Alternate Production Facility, as applicable) or the Loading Port thereof on behalf of Transporter, to execute the FOB Port Liability Agreement prior to such LNG Tanker’s arrival at the Corpus Christi Facility (or Alternate Production Facility, as applicable) or the Loading Port thereof. In the event the master of an LNG Tanker fails to execute such FOB Port Liability Agreement, the Transporter, subject to Clause 16.4, shall indemnify and

hold Project Co and its Affiliates harmless from any Claims brought against, or Losses incurred by Project Co or any of its Affiliates arising from such failure.

3.2Subject to Paragraph 3.1 and without prejudice to the terms of the FOB Port Liability Agreement, Project Co releases Transporter, its Affiliates, and their respective shareholders, officers, members, directors, employees, designees, representatives, and agents from liability to Project Co incident to all Claims and Losses that may exist, arise or be threatened currently or in the future at any time following the Effective Date and whether or not of a type contemplated by either Party at any time, brought by any Person for injury to, illness or death of any employee of Project Co, or for damage to or loss of the Corpus Christi Facility (or Alternate Production Facility, as applicable), which injury, illness, death, damage or loss arises out of, is incident to, or results from the performance or failure to perform this Agreement by Transporter, or any of its Affiliates, shareholders, officers, members, directors, employees, designees, representatives and agents.

3.3Subject to Paragraph 3.1 and without prejudice to the terms of the FOB Port Liability Agreement, Transporter releases Project Co, its Affiliates, and their respective shareholders, officers, members, directors, employees, designees, representatives, and agents from liability to Transporter incident to all Claims and Losses that may exist, arise or be threatened currently or in the future at any time following the Effective Date and whether or not of a type contemplated by either Party at any time, brought by any Person for injury to, illness or death of any employee of Transporter, or for damage to or loss of any LNG Tanker, which injury, illness, death, damage or loss arises out of, is incident to, or results from the performance or failure to perform this Agreement by Project Co or its Affiliates, shareholders, officers, members, directors, employees, designees, representatives and agents.

3.4The form of FOB Port Liability Agreement may be amended from time to time without the consent of the Transporter only if after any such amendment the revised terms of such FOB Port Liability Agreement:

3.4.1do not negatively impact Transporter’s ability to perform its obligations or exercise its rights under this Agreement;

3.4.2treat Transporter in a non-discriminatory manner in comparison to all other owners and charterers of LNG vessels that use or transit the Loading Port; and

3.4.3do not prevent any Transporter from obtaining, on commercially reasonable terms, xxxx X&X insurance coverage from a Protection and Indemnity Club that is a member of the International Group of P&I Clubs, and such P&I insurance will cover all Claims and Losses pursuant to such FOB Port Liability Agreement in relation to use of the Loading Port by an LNG Tanker.

Project Co shall promptly notify Transporter upon any amendment to the FOB Port Liability Agreement and shall provide a copy of the amended FOB Port Liability Agreement to Transporter.

4.CORPUS CHRISTI MARINE OPERATIONS MANUAL

4.1The Parties acknowledge that Project Co has delivered to Transporter a copy of the marine operations manual developed for the Corpus Christi Facility (as amended from time to time, the “Corpus Christi Marine Operations Manual”) which governs activities at the Corpus Christi Facility, consistent with International Standards, and which applies to each LNG Tanker and each other LNG vessel berthing at the Corpus Christi Facility.

4.2In the event of a conflict between this Agreement and the Corpus Christi Marine Operations Manual, the provisions of this Agreement shall take priority.

4.3Project Co shall promptly notify Transporter upon any amendment to the Corpus Christi Marine Operations Manual and shall provide a copy of the amended Corpus Christi Marine Operations Manual to Transporter.

5.LOADING OF LNG TANKERS

5.1Except as otherwise specifically provided, the terms of this Paragraph 5 shall apply to all LNG Tankers calling at the Corpus Christi Facility (or Alternate Production Facility, as applicable).

5.2As soon as practicable after the LNG Tanker’s departure from the point of departure en route to the Corpus Christi Facility (or Alternate Production Facility, as applicable), Transporter shall notify, or cause the master of the LNG Tanker to notify, Project Co of the information specified below ("In-Transit First Notice"):

5.2.1name of the LNG Tanker and, in reasonable detail, the dimensions, specifications, tank temperatures, volume of LNG onboard, operator, and owner of such LNG Tanker;

5.2.2any operational deficiencies in the LNG Tanker that may affect its performance at the Corpus Christi Facility (or Alternate Production Facility, as applicable) or berth; and

5.2.3the estimated time of arrival at the customary Pilot boarding station for the Loading Port ("ETA").

5.3With respect to each LNG Tanker scheduled to call at the Corpus Christi Facility (or Alternate Production Facility, as applicable), Transporter shall give, or cause the master of the LNG Tanker to give, to Project Co the following notices:

5.3.1A second notice ("In-Transit Second Notice"), which shall be sent ninety-six (96) hours prior to the ETA set forth in the In-Transit First Notice or as soon as practicable prior to such ETA if the sea time between the point of departure of the LNG Tanker and the Loading Port is less than ninety six (96) hours, stating the LNG Tanker’s then ETA. If, thereafter, such ETA changes by more than six (6) hours, the Transporter shall give promptly, or cause the master of the LNG Tanker to give promptly, to Project Co's notice of the corrected ETA;

5.3.2The forty-eight (48) hour informational notice as required by the Corpus Christi Marine Operations Manual;

5.3.3A third notice ("In-Transit Third Notice"), which shall be sent twenty-four (24) hours prior to the ETA set forth in the In-Transit Second Notice (as corrected), confirming or amending such ETA. If, thereafter, such ETA changes by more than three (3) hours, the Transporter shall give promptly, or cause the master of the LNG Tanker to give promptly, to Project Co notice of the corrected ETA;

5.3.4A fourth notice ("In-Transit Final Notice"), which shall be sent twelve (12) hours prior to the ETA set forth in the In-Transit Third Notice (as corrected), confirming or amending such ETA. If, thereafter, such ETA changes by more than one (1) hour, the Transporter shall give promptly, or cause the master of the LNG Tanker to give promptly, to Project Co notice of the corrected ETA; and

5.3.5A Notice of Readiness which shall be given at the time prescribed in Paragraph 6.

5.4The Transporter shall have the right to cause a LNG Tanker to burn Gas as fuel during operations at the Corpus Christi Facility (including while conducting cargo transfer operations).

5.5All vapour returned to Project Co during cool-down or loading operations may be used or disposed of by Project Co without compensation to Transporter.

6.NOTICE OF READINESS

6.1The master of an LNG Tanker arriving at the Corpus Christi Facility (or Alternate Production Facility, as applicable), or such master’s agent, shall give to Project Co its Notice of Readiness for loading upon arrival of such LNG Tanker at the pilot boarding station, provided that such LNG Tanker has all required Approvals from the relevant Governmental Authorities, and is ready, willing, and able, to proceed to berth and load LNG or to commence cool-down operations (as applicable).

6.2A valid Notice of Readiness given under Paragraph 6.1 shall become effective as follows:

6.2.1For an LNG Tanker arriving at the pilot boarding station at any time prior to the FOB Delivery Window allocated to such LNG Tanker, a Notice of Readiness shall be deemed effective at the earlier of 6:00 a.m. Central Time on such FOB Delivery Window or the time at which the LNG Tanker is all fast at the berth;

6.2.2For an LNG Tanker arriving at the pilot boarding station at any time during the FOB Delivery Window allocated to such LNG Tanker, a Notice of Readiness shall become effective at the time of its issuance; or

6.2.3For an LNG Tanker arriving at the pilot boarding station at any time after the expiration of the FOB Delivery Window, a Notice of Readiness shall become effective upon Project Co’s notice to the LNG Tanker that it is ready to receive the LNG Tanker at berth.

7.BERTHING ASSIGNMENT

7.1Project Co shall berth an LNG Tanker which has tendered a valid Notice of Readiness before or during its FOB Delivery Window promptly after Project Co determines such LNG Tanker will not interfere with berthing and loading or unloading of any other scheduled LNG vessel with a higher berthing priority but in no event later than the end of the FOB Delivery Window allocated to such LNG Tanker; provided, however, that if Project Co does not berth such LNG Tanker by the end of the FOB Delivery Window, but berths such LNG Tanker within seventy-two (72) hours after the end of its FOB Delivery Window, Transporter’s sole recourse and remedy for Project Co’s failure to berth the LNG Tanker by the end of the FOB Delivery Window is:

7.1.1demurrage pursuant to Paragraph 8.3,

7.1.2payment for excess boil-off pursuant to Paragraph 8.4; and

7.1.3provision by Project Co of a cool-down pursuant to Paragraph 13.1.

If, as of the seventy-second (72nd) hour after the end of the FOB Delivery Window, Project Co has not berthed the LNG Tanker, and such delay is not attributable to a reason that would result in an extension of Allotted Laytime under Paragraph 8.1, Project Co shall be deemed to have failed to make the FOB SCQ of the relevant cargo available for delivery and the provisions of Clause 16.2 shall apply.

7.2For each delivery window period, Project Co shall determine the berthing priority among LNG vessels which have tendered a valid Notice of Readiness before or during their scheduled delivery window as follows:

7.2.1The first berthing priority for a delivery window period shall be for an LNG vessel scheduled for such delivery window period. Priority within this group shall be given to the LNG vessel which has first tendered Project Co its valid Notice of Readiness. Once an LNG vessel achieves a first berthing priority pursuant to this Paragraph 7.2.1 or Paragraph 7.2.2, such LNG vessel shall maintain such priority until such LNG vessel is berthed, so long as its tendered Notice of Readiness remains valid; and

7.2.2The second berthing priority for a delivery window period shall be for an LNG vessel scheduled for arrival after such delivery window period. Priority within this group shall be given to the LNG vessel which has first tendered Project Co its valid Notice of Readiness. An LNG vessel with second berthing priority pursuant to this Paragraph 7.2.2. will achieve a first berthing priority on its scheduled delivery window pursuant to Paragraph 7.2.1 if such LNG vessel has not been berthed prior to such date, so long as its tendered Notice of Readiness remains valid.

7.3If an LNG Tanker tenders a valid Notice of Readiness after the end of its FOB Delivery Window, Project Co shall use reasonable efforts to berth such LNG Tanker as soon as reasonably practical; provided, however, that, unless otherwise agreed with the Transporter, Project Co shall have no obligation to use such efforts to berth an LNG Tanker

that tenders a Notice of Readiness more than seventy-two (72) hours after the end of its FOB Delivery Window. If, as of the seventy-second (72nd) hour after the end of the FOB Delivery Window, the LNG Tanker has not tendered a valid Notice of Readiness, and such delay is not attributable to a reason that would result in an extension of allowed berth time under Paragraph 10.2.2, the Transporter shall be deemed to have failed to take delivery of the FOB SCQ of the relevant cargo and the provisions of Clause 16.2.2 shall apply.

8.BERTH LAYTIME

8.1The allotted laytime for each LNG Tanker (“Allotted Laytime”) shall be (i) for an LNG Tanker with an LNG cargo containment capacity of *** (***) Cubic Meters or less, thirty-six (36) hours and (ii) for an LNG Tanker with an LNG cargo containment capa

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SHIPPING SERVICES AGREEMENTin relation toTHE CPC SPA