CORPUS CHRISTI LIQUEFIED NATURAL GAS PROJECT SECOND AMENDED AND RESTATED WORKING CAPITAL FACILITY AGREEMENT CHENIERE CORPUS CHRISTI HOLDINGS, LLC, as Borrower, CORPUS CHRISTI LIQUEFACTION, LLC, CHENIERE CORPUS CHRISTI PIPELINE, L.P., CORPUS CHRISTI...

Exhibit 10.2

EXECUTION VERSION

CORPUS CHRISTI LIQUEFIED NATURAL GAS PROJECT

SECOND AMENDED AND RESTATED

WORKING CAPITAL FACILITY

AGREEMENT

CHENIERE CORPUS CHRISTI HOLDINGS, LLC,

as Borrower,

CORPUS CHRISTI LIQUEFACTION, LLC,

CHENIERE CORPUS CHRISTI PIPELINE, L.P.,

CORPUS CHRISTI PIPELINE GP, LLC, and

ANY OTHER SUBSIDIARY OF THE BORROWER THAT BECOMES A PARTY HERETO

FROM TIME TO TIME AS A GUARANTOR,

as Guarantors,

THE LENDERS PARTY HERETO FROM TIME TO TIME,

as Working Capital Lenders,

THE ISSUING BANKS PARTY HERETO FROM TIME TO TIME,

as Issuing Banks,

THE SWING LINE LENDERS PARTY HERETO FROM TIME TO TIME,

as Swing Line Lenders,

THE BANK OF NOVA SCOTIA,

as Working Capital Facility Agent

and

solely for purposes of Section 3.07,

SOCIÉTÉ GÉNÉRALE,

as Security Trustee

Dated as of June 15, 2022

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS AND INTERPRETATION


Section 1.01	Defined Terms	2
Section 1.02	Principles of Interpretation	2
Section 1.03	UCC Terms	2
Section 1.04	Accounting and Financial Determinations	2
Section 1.05	Designations	3

ARTICLE II

COMMITMENTS AND BORROWING

Section 2.01	Working Capital Loans	3
Section 2.02	Availability	4
Section 2.03	Procedures for Requesting Working Capital Borrowings	5
Section 2.04	Funding	6
Section 2.05	Termination or Reduction of Commitments	8
Section 2.06	[Reserved]	9
Section 2.07	Swing Line Loans	9
Section 2.08	Incremental Commitments	14

ARTICLE III

LETTERS OF CREDIT

Section 3.01	[Reserved]	15
Section 3.02	Letters of Credit	15
Section 3.03	Reimbursement to Issuing Banks	19
Section 3.04	Obligations Absolute	21
Section 3.05	Liability of the Issuing Banks and the Working Capital Lenders	22
Section 3.06	Resignation as an Issuing Bank	22
Section 3.07	Non-Fronted Letters of Credit	22
Section 3.08	Existing Letters of Credit	23


ARTICLE IV REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
Section 4.01	Repayment of LC Loans	23
Section 4.02	Repayment of Working Capital Borrowings	23
Section 4.03	Repayment of Swing Line Loans	23
Section 4.04	Interest Payment Dates	23
Section 4.05	Interest Rates	24
Section 4.06	Conversion Options	25
Section 4.07	Post-Maturity Interest Rates; Default Interest Rates	25
Section 4.08	Interest Rate Determination	26
Section 4.09	Computation of Interest and Fees	26
Section 4.10	Terms of All Prepayments	26
Section 4.11	Voluntary Prepayment	27
Section 4.12	Mandatory Prepayment	28
Section 4.13	Time and Place of Payments	28
Section 4.14	Borrowings and Payments Generally	29
Section 4.15	Fees	30
Section 4.16	Pro Rata Treatment	31
Section 4.17	Sharing of Payments	31

ARTICLE V

TERM SOFR AND TAX PROVISIONS

Section 5.01	Term SOFR Lending Unlawful	32
Section 5.02	Inability to Determine Term SOFR	33
Section 5.03	Increased Costs	33
Section 5.04	Obligation to Mitigate	34
Section 5.05	Funding Losses	35
Section 5.06	Taxes	35


ARTICLE VI REPRESENTATIONS AND WARRANTIES
Section 6.01	Working Capital Closing Date Representations and Warranties of the Loan Parties	35
Section 6.02	Repeated Representations and Warranties of the Loan Parties	36
ARTICLE VII CONDITIONS PRECEDENT
Section 7.01	Conditions to Closing	36
Section 7.02	Conditions to Each Working Capital Borrowing	39
ARTICLE VIII COVENANTS
Section 8.01	Use of Proceeds	40
Section 8.02	Covenants	40
ARTICLE IX DEFAULT AND ENFORCEMENT
Section 9.01	Events of Default	41
Section 9.02	Reserved	41
Section 9.03	Acceleration Upon Bankruptcy	41
Section 9.04	Action Upon Event of Default	41
Section 9.05	Cash Collateralization of Letters of Credit	42
Section 9.06	Application of Proceeds	43
Section 9.07	Defaulting Lenders	43
ARTICLE X THE WORKING CAPITAL FACILITY AGENT
Section 10.01	Appointment and Authority	45
Section 10.02	Rights as a Working Capital Lender or Hedging Bank	47
Section 10.03	Exculpatory Provisions	47
Section 10.04	Reliance by Working Capital Facility Agent	49

iii


Section 10.05	Delegation of Duties		50
Section 10.06	Indemnification by the Working Capital Lenders		50
Section 10.07	Resignation or Removal of Working Capital Facility Agent		51
Section 10.08	No Amendment to Duties of Working Capital Facility Agent Without Consent		53
Section 10.09	Non-Reliance on Working Capital Facility Agent and Working Capital Lenders, Issuing Banks and Swing Line Lender		53
Section 10.10	No Joint Lead Arranger Duties		54
Section 10.11	Copies		54
Section 10.12	General Provisions as to Payments		54
Section 10.13	Agreement to Comply with Finance Documents		55
Section 10.14	Erroneous Payments	55
ARTICLE XI MISCELLANEOUS PROVISIONS
Section 11.01	Decisions; Amendments; Etc.		58
Section 11.02	Entire Agreement		61
Section 11.03	Applicable Government Rule; Jurisdiction; Etc.		61
Section 11.04	Assignments		62
Section 11.05	Benefits of Agreement		67
Section 11.06	Counterparts; Effectiveness		67
Section 11.07	Indemnification by the Borrower		67
Section 11.08	Interest Rate Limitation		68
Section 11.09	No Waiver; Cumulative Remedies		68
Section 11.10	Notices and Other Communications		69
Section 11.11	USA Patriot Act Notice		70
Section 11.12	Payments Set Aside		70
Section 11.13	Right of Set-Off		70
Section 11.14	Severability		70
Section 11.15	Survival		71
Section 11.16	Treatment of Certain Information; Confidentiality		71
Section 11.17	Waiver of Consequential Damages, Etc.		71
Section 11.18	Waiver of Litigation Payments		71


Section 11.19	Reinstatement	71
Section 11.20	No Recourse	72
Section 11.21	Intercreditor Agreement	72
Section 11.22	Termination	72
Section 11.23	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	72
Section 11.24	Amendment and Restatement	73


SCHEDULES

Schedule 2.01 Lenders, Commitments			S-2.01-1
Schedule 3.02 Issuing Bank Limits			S-2.01-2
Schedule 3.08 Existing Letters of Credit			S-3.08-1
Schedule 4.13 Working Capital Facility Agent Account Details			S-4.13-1
Schedule 11.10 Addresses for Notices			S-11.10-1

EXHIBITS

Exhibit A Definitions			A-1
Exhibit A-1 Form of Working Capital Disbursement Request – Working Capital Borrowings			X-0-0
Xxxxxxx X-0 Form of Working Capital Disbursement Request (Swing Line Loans)			X-0-0
Xxxxxxx X-0 Form of Tennessee Gas Pipeline Letter of Credit			X-0-0
Xxxxxxx X-0 Form of Transcontinental Gas Pipeline Company Letter of Credit			B-2-1
Exhibit B-3 Form of Xxxxxx Xxxxxx Letter of Credit			X-0-0
Xxxxxxx X-0 Form of Natural Gas Pipeline Company Letter of Credit			B-4-1
Exhibit B-5 Form of Gas Supply Letter of Credit			B-5-1
Exhibit B-6 Form of Non-Fronted Letter of Credit			X-0-0
Xxxxxxx X-0 Form of Request for Letter of Credit			B-7-1
Exhibit C Form of Interest Period Notice			C-1
Exhibit D Form of Lender Assignment Agreement			D-1

SECOND AMENDED AND RESTATED

WORKING CAPITAL FACILITY AGREEMENT

This SECOND AMENDED AND RESTATED WORKING CAPITAL FACILITY AGREEMENT, dated as of June 15, 2022 (the “Working Capital Facility Agreement” or this “Agreement”), is made among:

CHENIERE CORPUS CHRISTI HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware and headquartered in Houston, Texas (the “Borrower”),

CORPUS CHRISTI LIQUEFACTION, LLC, a limited liability company organized under the laws of the State of Delaware and headquartered in Houston, Texas (“CCL”),

CHENIERE CORPUS CHRISTI PIPELINE, L.P., a limited partnership organized under the laws of the State of Delaware and headquartered in Houston, Texas (“CCP”),

CORPUS CHRISTI PIPELINE GP, LLC, a limited liability company organized under the laws of the State of Delaware and headquartered in Houston, Texas (“CCP GP”),

Each other Subsidiary of Borrower that is a Party hereto from time to time in accordance with this Agreement and the other Finance Documents as a guarantor (together with CCL, CCP, and CCP GP, the “Guarantors”),

THE BANK OF NOVA SCOTIA, as the Working Capital Facility Agent for the Working Capital Lenders under the Working Capital Facility Agreement (the “Working Capital Facility Agent”),

Solely for purposes of Section 3.07, SOCIÉTÉ GÉNÉRALE, as the Security Trustee (the “Security Trustee”),

Each of the Issuing Banks party hereto from time to time,

Each of the Swing Line Lenders party hereto from time to time; and

Each of the Working Capital Lenders party hereto from time to time.

RECITALS

WHEREAS, the Borrower is the owner and operator of the Development;

WHEREAS, the Borrower has requested that the Working Capital Lenders, Issuing Banks and Swing Line Lenders establish a working capital credit facility in order to provide funds which are to be used by the Borrower and the Guarantors (together, the “Loan Parties”), all as more fully set forth herein and in the other Finance Documents; and

WHEREAS, the Working Capital Lenders, Issuing Banks and Swing Line Lenders are willing to make such credit facility available upon and subject to the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.01 Defined Terms. Unless otherwise defined in Exhibit A, capitalized terms used in this Agreement (including the preamble hereto) shall have the meanings provided in Section 1.3 (Definitions) of Schedule A (Common Definitions and Rules of Interpretation) of the Second Amended and Restated Common Terms Agreement, dated as of June 15, 2022 (as amended, amended and restated, supplemented and modified from time to time, the “Common Terms Agreement”), among the Loan Parties, Société Générale, as the Term Loan Facility Agent on behalf of itself and the Term Lenders, The Bank of Nova Scotia, as the Working Capital Facility Agent on behalf of itself and the Working Capital Lenders, Société Générale, as Intercreditor Agent for the Facility Lenders, and each other Facility Agent that is party to the agreement from time to time on behalf of itself and the Facility Lenders under its Facility Agreement.

Section 1.02 Principles of Interpretation. Unless otherwise provided herein, this Agreement shall be governed by the principles of interpretation provided in Section 1.2 (Interpretation) of Schedule A (Common Definitions and Rules of Interpretation – Interpretation) of the Common Terms Agreement, mutatis mutandis.

Section 1.03 UCC Terms. Unless otherwise defined herein or in Schedule A (Common Definitions and Rules of Interpretation – Interpretation) of the Common Terms Agreement, terms used herein that are defined in the UCC shall have the respective meanings given to those terms in the UCC.

Section 1.04 Accounting and Financial Determinations. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Intercreditor Agent and the Working Capital Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Working Capital Closing Date in GAAP or in the application thereof on the operation of, or calculation of compliance with, such provision so as to preserve the original intent thereof in light of such change in GAAP (or if the Intercreditor Agent and Working Capital Facility Agent, as the case may be, notifies the Borrower that the Required Working Capital Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such provision has been amended in accordance herewith.

Section 1.05 Designations. This Agreement is a Facility Agreement and a Senior Debt Instrument, the Working Capital Lenders, the Issuing Banks and each Swing Line Lender in this Agreement are Senior Creditors and the Working Capital Facility Agent is the Senior Creditor Group Representative of the Working Capital Lenders, the Issuing Banks and the Swing Line Lenders in each case under the Finance Documents.

ARTICLE II

COMMITMENTS AND BORROWING

On the terms, subject to the conditions and relying upon the representations and warranties herein set forth:

Section 2.01 Working Capital Loans. (a) Each Working Capital Lender, severally and not jointly, shall make Working Capital Loans to the Borrower in an aggregate principal amount not in excess of its Working Capital Debt Commitment from time to time during the Working Capital Availability Period; provided that, after giving effect to the making of any Working Capital Loans, (i) the aggregate Commitment Exposure for all Working Capital Lenders shall not exceed the Aggregate Working Capital Debt Commitments and (ii) no Working Capital Lender shall be required to make any Working Capital Loan if such Working Capital Lender’s Commitment Exposure would exceed its Working Capital Debt Commitment.

(b) Each Working Capital Borrowing, shall be in an amount specified in the relevant Working Capital Disbursement Request.

(c) Except as set forth in clause (d) below, proceeds of the Working Capital Loans shall be deposited or applied in accordance with Section 4.5(a) (Disbursements of Senior Debt) of the Common Security and Account Agreement. The Loan Parties shall not request or apply any portion of any Working Capital Loan other than in accordance with Section 2.02(b) (Availability) and Section 8.01 (Use of Proceeds) of this Agreement and Section 2.3 (Disbursement Procedures) and Section 2.6 (Currency) of the Common Terms Agreement. Neither the Working Capital Facility Agent nor the Working Capital Lenders are under any obligation hereunder to inquire into or verify the application of any Working Capital Loan but this does not affect or limit any Loan Party’s obligations hereunder or under the Common Terms Agreement.

(d) Proceeds of the Working Capital Loans advanced for the purpose of (i) funding the Senior Debt Service Reserve Account, to the extent permitted under the Finance Documents, shall be paid into the Senior Debt Service Reserve Account and (ii) paying interest accruing on the Working Capital Loans and Working Capital Commitment Fees during the Working Capital Availability Period, as designated in the Working Capital Disbursement Request, shall be transferred by the Working Capital Facility Agent to the Working Capital Lenders in accordance with Section 10.12(a) (General Provisions as to Payments); provided that, such transfer shall occur on the same day that the Working Capital Facility Agent receives such proceeds from the Working Capital Lenders and subject to the Working Capital Facility Agent’s actual receipt of such proceeds in accordance with Section 2.04(a) (Funding). For the avoidance of doubt, such Advance shall constitute a Working Capital Loan for all purposes under this Agreement and each other Finance Document and shall be treated as received, and accounted for as a Working Capital Loan, by the Borrower.

(e) Working Capital Loans repaid or prepaid, except in accordance with Sections 4.12(a)(iii), (iv) and (v) (Mandatory Prepayment), may be re-borrowed at any time and from time to time to but excluding the Termination Date. Each Working Capital Lender’s Working Capital Debt Commitment shall expire on the Termination Date and all other amounts owed hereunder with respect to Working Capital Loans and the Working Capital Debt Commitments shall be paid in full no later than such date.

(f) The proceeds of the Working Capital Loans advanced for the purposes of paying fees and expenses on the Working Capital Closing Date shall be paid directly to the Working Capital Facility Agent. For the avoidance of doubt, such Advance shall constitute a Working Capital Loan for all purposes under this Agreement and each other Finance Document and shall be treated as received, and accounted for as a Working Capital Loan, by the Borrower.

Section 2.02 Availability. (a) Subject to the terms and conditions set forth in this Agreement and the Common Terms Agreement, each Working Capital Lender severally, and not jointly or jointly and severally, agrees to make a Working Capital Loan to the Borrower in the amount of its Commitment Percentage of the amount the Borrower may request, in accordance with this Section 2.02 (Availability) and the applicable Working Capital Disbursement Request (each such Advance, when made, individually, a “Working Capital Loan” and, collectively, the “Working Capital Loans”), in an aggregate principal amount not to exceed such Working Capital Lender’s unused Working Capital Debt Commitment, from time to time during the period commencing on the Working Capital Closing Date and ending on the earliest to occur of the following dates (the “Termination Date”):

(i) the Working Capital Final Maturity Date;

(ii) the date of any cancellation or termination of all of the remaining Working Capital Debt Commitments pursuant to Section 2.05 (Termination or Reduction of Commitments); and

(iii) the date the Working Capital Lenders terminate their Working Capital Debt Commitments upon the occurrence and during the Continuance of a Working Capital Facility Event of Default;

(such period, the “Working Capital Availability Period”).

(b) Subject to the conditions of Section 2.01 (Working Capital Loans), Section 7.01 (Conditions to Closing) and Section 7.02 (Conditions to Each Working Capital Borrowing) of this Agreement and this Section 2.02 (Availability), the Borrower shall be entitled to draw all or a portion of the unused Working Capital Debt Commitments before or on the final date of the Working Capital Availability Period for the purposes set forth in Section 8.01 (Use of Proceeds).

Section 2.03 Procedures for Requesting Working Capital Borrowings. (a) From time to time, subject to the limitations set forth in Section 2.01 (Working Capital Loans) and Section 2.02 (Availability) above, the Borrower may request a Working Capital Borrowing by delivering to the Working Capital Facility Agent a properly completed Working Capital Disbursement Request in accordance with this Section 2.03 (Procedures for Requesting Working Capital Borrowings) and Section 2.3 (Disbursement Procedures) of the Common Terms Agreement. Working Capital Borrowings under this Agreement may be made concurrently with but shall not be required to be made pro rata with borrowings under any other Facility Agreements. For the avoidance of doubt, borrowings under this Agreement shall be required to be borrowed pro rata based on each Working Capital Lender’s Commitment Percentage.

(b) The amount of any proposed Working Capital Borrowing under this Agreement must be an amount that is no more than the unused Aggregate Working Capital Debt Commitments and not less than $5,000,000 and an integral multiple of $1,000,000 (unless the unused Aggregate Working Capital Debt Commitments are less than $5,000,000).

(c) The Working Capital Facility Agent shall promptly advise each Working Capital Lender of any Working Capital Disbursement Request delivered pursuant to this Section 2.03 (Procedures for Requesting Working Capital Borrowings) and each such Working Capital Lender’s Commitment Percentage of the requested Working Capital Borrowing.

(d) Any Working Capital Disbursement Request delivered pursuant to clause (a) above shall be delivered by the Borrower to the Working Capital Facility Agent by 12:00 noon, New York City time, on or before the third Business Day prior to the requested Borrowing Date for the Advance of any Term SOFR Loans, and 12:00 noon, New York City time, on or before the Business Day prior to the requested Borrowing Date for the Advance of any Base Rate Loans, provided that, the Borrower may request a Working Capital Borrowing of Base Rate Loans on the Working Capital Closing Date by delivering a Working Capital Disbursement Request on such date prior to 12:00 noon, New York City time.

(e) Each Working Capital Disbursement Request delivered pursuant to this Section 2.03 (Procedures for Requesting Working Capital Borrowings) shall be substantially in the form of Exhibit A-1 hereto. Each such Working Capital Disbursement Request shall be irrevocable and shall refer to this Agreement and specify:

(i) the requested Borrowing Date (which shall be a Business Day);

(ii) the amount of such requested Working Capital Borrowing;

(iii) whether the requested Working Capital Borrowing is of Term SOFR Loans or Base Rate Loans;

(iv) in the case of a proposed Working Capital Borrowing of Term SOFR Loans, the Borrower’s election with respect to the duration of the initial Interest Period applicable to such Term SOFR Loans, which Interest Period shall be one (1) or three (3) months in length;

(v) the purpose for which the proceeds of the Working Capital Loan will be used, which shall be only for the purposes set forth in Section 8.01 (Use of Proceeds); and

(vi) that each of the conditions precedent to such Working Capital Borrowing has been satisfied or waived.

(f) The currency specified in a Working Capital Disbursement Request for a Working Capital Borrowing must be US Dollars.

(g) If no election as to whether the requested Working Capital Borrowing is of Term SOFR Loans or Base Rate Loans, then the requested Working Capital Borrowing shall be Term SOFR Loans; provided that, if the applicable Working Capital Disbursement Request is delivered to the Working Capital Facility Agent later than 12:00 noon, New York City time, on the third Business Day prior to the proposed Borrowing Date, the requested Working Capital Borrowing shall be Base Rate Loans. If no initial Interest Period is specified with respect to any requested Term SOFR Loans, then the requested Working Capital Borrowing shall be made as a Term SOFR Loan with an initial Interest Period of one month.

Section 2.04 Funding. (a) Subject to clause (c) below, on the proposed Borrowing Date of each Working Capital Borrowing, each Working Capital Lender shall make a Working Capital Loan in the amount of its Commitment Percentage of such Working Capital Borrowing by wire transfer of immediately available funds to the Working Capital Facility Agent, not later than 1:00 p.m., New York City time, and the Working Capital Facility Agent shall transfer and deposit the amounts so received as set forth in Section 2.01(c) or (d) (Working Capital Loans), as applicable; provided that, if a Working Capital Borrowing does not occur on the proposed Borrowing Date because any condition precedent to such requested Working Capital Borrowing herein specified has not been met, the Working Capital Facility Agent shall return the amounts so received to each Working Capital Lender without interest as soon as possible.

(b) Subject to Section 5.04 (Obligation to Mitigate), each Working Capital Lender may (without relieving the Borrower of its obligation to repay a Working Capital Loan in accordance with the terms of this Agreement), at its option, fulfill its Working Capital Debt Commitments with respect to any such Working Capital Loan by causing any domestic or foreign branch or Affiliate of such Working Capital Lender to make such Working Capital Loan.

(c) Unless the Working Capital Facility Agent has been notified in writing by any Working Capital Lender prior to a proposed Borrowing Date that such Working Capital Lender will not make available to the Working Capital Facility Agent its portion of the Working Capital Borrowing proposed to be made on such date, the Working Capital Facility Agent may assume that such Working Capital Lender has made such amounts available to the Working Capital Facility Agent on such date and the Working Capital Facility Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower, or the applicable Working Capital Lender in cases of payment of interest and Working Capital Commitment Fees payable in accordance with Section 2.01(d) (Working Capital Loans) above, a corresponding amount. If such corresponding amount is not in fact made available to

the Working Capital Facility Agent by such Working Capital Lender and the Working Capital Facility Agent has made such amount available to the Borrower, or the applicable Working Capital Lender in cases of payment of interest and Working Capital Commitment Fees payable in accordance with Section 2.01(d) (Working Capital Loans) above, the Working Capital Facility Agent shall be entitled to recover on demand from such Working Capital Lender such corresponding amount plus interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Working Capital Facility Agent to the Borrower to the date such corresponding amount is recovered by the Working Capital Facility Agent at an interest rate per annum equal to the Federal Funds Rate. If such Working Capital Lender pays such corresponding amount (together with such interest), then such corresponding amount so paid shall constitute such Working Capital Lender’s Working Capital Loan included in such Working Capital Borrowing. If such Working Capital Lender does not pay such corresponding amount forthwith upon the Working Capital Facility Agent’s demand, the Working Capital Facility Agent shall promptly notify the Borrower and the Borrower shall promptly repay such corresponding amount to the Working Capital Facility Agent plus interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Working Capital Facility Agent to the Borrower to the date such corresponding amount is recovered by the Working Capital Facility Agent at an interest rate per annum equal to the Alternate Base Rate plus the Applicable Margin. If the Working Capital Facility Agent receives payment of the corresponding amount from each of the Borrower and such Working Capital Lender, the Working Capital Facility Agent shall promptly remit to the Borrower such corresponding amount. If the Working Capital Facility Agent receives payment of interest on such corresponding amount from each of the Borrower and such Working Capital Lender for an overlapping period, the Working Capital Facility Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. Nothing herein shall be deemed to relieve any Working Capital Lender from its obligation to fulfill its Working Capital Debt Commitments hereunder and, for the avoidance of doubt, a Working Capital Lender that fails to make all or any portion of any payment on the due date for such payment shall be deemed in default of its obligations under Section 2.01 (Working Capital Loans) above. Any payment by the Borrower pursuant to this Section 2.04(c) (Funding) shall be without prejudice to any claim the Borrower may have against a Working Capital Lender that shall have failed to make such payment to the Working Capital Facility Agent. The failure of any Working Capital Lender to make available to the Working Capital Facility Agent its portion of the Working Capital Borrowing shall not relieve any other Working Capital Lender of its obligations, if any, hereunder to make available to the Working Capital Facility Agent its portion of the Working Capital Borrowing on the date of such Working Capital Borrowing, but no Working Capital Lender shall be responsible for the failure of any other Working Capital Lender to make available to the Working Capital Facility Agent such other Working Capital Lender’s portion of the Working Capital Borrowing on the date of any Working Capital Borrowing. A notice of the Working Capital Facility Agent to any Working Capital Lender or the Borrower with respect to any amounts owing under this Section 2.04(c) (Funding) shall be conclusive, absent manifest error.

(d) Each of the Working Capital Lenders shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Working Capital Lender resulting from each Loan made by such Working Capital Lender, including the amounts of principal and interest payable and paid to such Working Capital Lender from time to time hereunder.

^(e) The Working Capital Facility Agent shall maintain at the Working Capital Facility Agent’s office (i) a copy of any Lender Assignment Agreement delivered to it pursuant to Section 11.04 (Assignments) and (ii) a register for the recordation of (A) the names and addresses of the Working Capital Lenders, the Issuing Banks and each Swing Line Lender, (B) all the Working Capital Debt Commitments of, and principal amount of and interest on the Working Capital Loans and LC Loans owing and paid to, each Working Capital Lender pursuant to the terms hereof from time to time, (C) the amount, beneficiary and termination date of all outstanding Letters of Credit, (D) the principal amount of and interest on the Swing Line Loans owing and paid to each Swing Line Lender pursuant to the terms hereof from time to time, (E) the Issuing Bank limit (as set forth in Schedule 3.02, the “Issuing Bank Limit”) of each Issuing Bank and (F) amounts received by the Working Capital Facility Agent from the Borrower and whether such amounts constitute principal, interest, fees or other amounts and each Working Capital Lender’s, Issuing Bank’s or Swing Line Lender’s share thereof (the “Working Capital Register”). The Working Capital Register shall be available for inspection by the Borrower, any Joint Lead Arranger, any Working Capital Lender, Issuing Bank and Swing Line Lender at any reasonable time and from time to time upon reasonable prior notice.

(f) The entries made by the Working Capital Facility Agent in the Working Capital Register or the accounts maintained by any Working Capital Lender, Issuing Bank or Swing Line Lender shall be conclusive and binding evidence, absent manifest error, of the existence and amounts of the obligations recorded therein; provided that, the failure of any Working Capital Lender, Issuing Bank or Swing Line Lender or the Working Capital Facility Agent to maintain such Working Capital Register or accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Working Capital Loans, LC Loans or Swing Line Loans in accordance with the terms of this Agreement. In the event of any conflict between the accounts and records maintained by any Working Capital Lender and the accounts and records of the Working Capital Facility Agent in respect of such matters, the accounts and records of the Working Capital Facility Agent shall control, in the absence of manifest error.

Section 2.05 Termination or Reduction of Commitments. (a) All unused Working Capital Debt Commitments, if any, shall be automatically and permanently terminated (without premium or penalty) as of 5:00 p.m. (New York time) on the last day of the Working Capital Availability Period that is a Business Day.

(b) The Borrower may cancel or reduce permanently the whole or any part of the unutilized Aggregate Working Capital Debt Commitments and a proportionate amount of the Non-Fronting Limit upon at least two (2) Business Days’ prior written notice to the Working Capital Facility Agent in accordance with Section 3.2 (Right of Repayment and Cancellation in Relation to a Single Facility Lender), Section 3.7 (Pro Rata Payment) and Section 3.8 (Reductions and Cancellations of Facility Debt Commitments) of the Common Terms Agreement (other than Section 3.8(c) which shall not apply to a reduction or cancellation of Working Capital Debt Commitments) and certification by the Borrower to the Working Capital Facility Agent that the letter of credit capacity under the portion of the

Working Capital Debt Commitments to be cancelled, after taking into account other funding sources irrevocably available to the Loan Parties, is not required to satisfy any express obligation to the Loan Parties to provide letters of credit at such time; provided that, in accordance with Section 3.8 (Reductions and Cancellations of Facility Debt Commitments) and Section 3.7(b)(i) (Pro Rata Payments) of the Common Terms Agreement and Section 2.3(a)(ii)(B) (Payments and Prepayments) of the Common Security and Account Agreement (i) any such cancellation of Working Capital Debt Commitments and Non-Fronting Limits may be made without pro rata cancellation of Facility Debt Commitments under any other Facility Agreements then in effect and (ii) the Working Capital Lenders shall not be entitled to pro rata cancellation in the case of a cancellation of Facility Debt Commitments under any other Facility Agreements. Where such cancellation or reduction is to be made pro rata among the Working Capital Lenders, the Aggregate Working Capital Debt Commitments and Non-Fronting Limits shall be automatically and permanently reduced (pro rata among all Working Capital Lenders in accordance with their Commitment Percentage). Any such partial cancellation or reduction pursuant to this Section 2.05(b) shall be in the minimum amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof. From the effective date of any such reduction or cancellation, the Working Capital Commitment Fees shall be computed on the undrawn portion of the Working Capital Debt Commitments as so reduced or cancelled.

(c) On the date of incurrence of any Replacement Senior Debt in accordance with Section 6.3 (Replacement Senior Debt) of the Common Terms Agreement, no pro rata repayment of Working Capital Loans or cancellations of Working Capital Debt Commitments of the Working Capital Lenders shall be required to be made by the Loan Parties.

(d) The Borrower shall have the right to permanently terminate the Working Capital Debt Commitment of any Non-Consenting Lender on a non-pro rata basis, pursuant to Section 5.04 (Obligation to Mitigate).

(e) All unused Working Capital Debt Commitments, if any, shall be terminated upon the occurrence of a Working Capital Facility Event of Default if required pursuant to Section 9.03 (Acceleration Upon Bankruptcy) or Section 9.04 (Action Upon Event of Default) in accordance with the terms thereof.

Section 2.06 [Reserved].

Section 2.07 Swing Line Loans.

(a) Subject to the terms and conditions set forth herein, each Swing Line Lender, in reliance upon the agreements of the other Working Capital Lenders set forth in this Section 2.07 (Swing Line Loans), shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the Working Capital Availability Period (but excluding the Termination Date) in an aggregate amount such that the outstanding amount of Swing Line Loans issued by all Swing Line Lenders shall not exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that the Commitment Exposure for any Swing Line Lender may exceed the amount of such Working Capital Lender’s Working Capital Debt Commitment; provided, however, that after giving effect to any Swing Line Loan, the aggregate Commitment Exposure for all Working Capital

Lenders shall not exceed the Aggregate Working Capital Debt Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.07 (Swing Line Loans), repay under Section 4.03 (Repayment of Swing Line Loans.) and reborrow under this Section 2.07 (Swing Line Loans). Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Working Capital Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from each Swing Line Lender a participation in such Swing Line Lender’s Swing Line Loan in an amount equal to its Commitment Percentage of the amount of such Swing Line Loan; provided that no Working Capital Lender shall be required to participate in a Swing Line Loan if such Working Capital Lender’s Commitment Exposure would exceed its Working Capital Debt Commitment as a result of such participation.

(b) The Borrower may request a Swing Line Loan Borrowing by delivering a Working Capital Disbursement Request appropriately completed to a Swing Line Lender and the Working Capital Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date.

(c) Each Working Capital Disbursement Request delivered pursuant to this Section 2.07 (Swing Line Loans) shall be substantially in the form of Exhibit A-2 hereto. Each such Working Capital Disbursement Request shall be irrevocable, shall refer to this Agreement and shall specify:

(i) the requested Borrowing Date (which shall be a Business Day);

(ii) the amount of the requested Swing Line Loan Borrowing;

(iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall only be for the purposes set forth in Section 8.01 (Use of Proceeds);

(iv) the Account into which the proceeds of the Swing Line Loan are to be deposited or instructions for the direct application of proceeds, as applicable; and

(v) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived.

(d) The currency specified in a Working Capital Disbursement Request for a Swing Line Loan must be US Dollars.

(e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Working Capital Debt Commitments, (B) no more than the available Swing Line Sublimit, (C) not less than one million Dollars ($1,000,000) and an integral multiple of one hundred thousand Dollars ($100,000) and (E) if the available Working Capital Debt Commitments or the available Swing Line Sublimit is less than one million Dollars ($1,000,000), equal to the lesser of the available Working Capital Debt Commitments and the available Swing Line Sublimit.

(f) Promptly after receipt of any Working Capital Disbursement Request for a Swing Line Loan under this Section 2.07 (Swing Line Loans), each relevant Swing Line Lender will confirm with the Working Capital Facility Agent (by telephone or in writing) that the Working Capital Facility Agent has received a copy of such Working Capital Disbursement Request from the Borrower and, if not, each such Swing Line Lender will provide the Working Capital Facility Agent with a copy thereof. Unless the relevant Swing Line Lender has received notice (by telephone or in writing) from the Working Capital Facility Agent (including at the request of any Working Capital Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Loan Borrowing (i) directing such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a) (Funding), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, each such Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Working Capital Disbursement Request, make the amount of its Swing Line Loan available to the Borrower in immediately available funds to be applied in accordance with Section 4.5(a) of the Common Security and Account Agreement.

(g) Reimbursement of Swing Line Loans.

(i) Each Swing Line Lender shall give the Working Capital Facility Agent prompt notice of any Swing Line Loan made by such Swing Line Lender no later than 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by such Swing Line Lender. The Working Capital Facility Agent shall promptly provide a copy of such notice to each of the Working Capital Lenders.

(ii) Each Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes each Swing Line Lender to so request on its behalf), that each Working Capital Lender make a Working Capital Loan that is a Base Rate Loan in an amount equal to such Working Capital Lender’s Commitment Percentage of the amount of Swing Line Loans made by such Swing Line Lender that are then outstanding (the “Refunded Swing Line Loans”). Such request shall be made in writing (which written request shall be deemed to be a Working Capital Disbursement Request for purposes hereof) and in accordance with the requirements of Section 2.03 (Procedures for Requesting Working Capital Borrowings), without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans but subject to the unutilized portion of the Working Capital Debt Commitments and the conditions precedent set forth in Section 7.02 (Conditions to Each Working Capital Borrowing). Such Swing Line Lender shall furnish the Borrower with a copy of the applicable deemed Working Capital Disbursement Request (which need not be in the form attached hereto as Exhibit A-1) promptly after delivering such notice to the Working Capital Facility Agent. The Working

Capital Facility Agent shall promptly advise each Working Capital Lender of any deemed Working Capital Disbursement Request delivered pursuant to this Section 2.07(g)(ii) (Reimbursement of Swing Line Loans) and each such Working Capital Lender’s Commitment Percentage of the Refunded Swing Line Loans. Each Working Capital Lender shall make an amount equal to its Commitment Percentage of the Refunded Swing Line Loans specified in such deemed Working Capital Disbursement Request available to the Working Capital Facility Agent in immediately available funds for the account of the applicable Swing Line Lender not later than 1:00 p.m., New York City time, on the day specified in such deemed Working Capital Disbursement Request, whereupon, subject to Section 2.07(g)(iii) (Reimbursement of Swing Line Loans), each Working Capital Lender that so makes funds available shall be deemed to have made a Working Capital Loan that is a Base Rate Loan to the Borrower in such amount. The Working Capital Facility Agent shall remit the funds so received to the Swing Line Lender making such request pursuant to this provision.

(iii) If for any reason any Swing Line Loan cannot be refinanced by such a Working Capital Loan in accordance with Section 2.07(g)(ii) (Reimbursement of Swing Line Loans), the request for a Working Capital Loan that is a Base Rate Loan by a Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Working Capital Lenders fund its participation based on its Commitment Percentage in the relevant Swing Line Loan and each Working Capital Lender’s payment to the Working Capital Facility Agent for the account of such Swing Line Lender pursuant to Section 2.07(g)(ii) (Reimbursement of Swing Line Loans) shall be deemed payment in respect of such participation.

(iv) If any Working Capital Lender fails to make available to the Working Capital Facility Agent for the account of a Swing Line Lender any amount required to be paid by such Working Capital Lender pursuant to the foregoing provisions of this Section 2.07(g) (Reimbursement of Swing Line Loans) by the time specified in Section 2.07(g)(ii) (Reimbursement of Swing Line Loans), such Swing Line Lender shall be entitled to recover from such Working Capital Lender (acting through the Working Capital Facility Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Swing Line Lender at a rate per annum equal to the greater of (A) the Federal Funds Rate and (B) an overnight rate determined by such Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Swing Line Lender in connection with the foregoing. If such Working Capital Lender pays such Refunded Swing Line Loan (with interest and fees as aforesaid), the amount so paid shall constitute such Working Capital Lender’s Working Capital Loan included in the Working Capital Debt Commitments or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of a Swing Line Lender submitted to any Working Capital Lender (through the Working Capital Facility Agent) with respect to any amounts owing under this clause (iv) shall be conclusive absent manifest error.

(v) Each Working Capital Lender’s obligation to make Working Capital Loans or to purchase and fund participations in Swing Line Loans pursuant to this Section 2.07(g) (Reimbursement of Swing Line Loans) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Working Capital Lender may have against a Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Working Capital Facility Event of Default or an Unmatured Working Capital Facility Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Working Capital Lender’s obligation to make Working Capital Loans pursuant to this Section 2.07(g) (Reimbursement of Swing Line Loans) is subject to the conditions set forth in Section 7.02 (Conditions to Each Working Capital Borrowing) and Section 2.01(a) (Working Capital Loans). No such funding of participations shall relieve or otherwise impair the obligation of Borrower to repay Swing Line Loans, together with interest as provided herein.

(h) Repayment of Participations.

(i) At any time after any Working Capital Lender has purchased and funded a participation in a Swing Line Loan, if the applicable Swing Line Lender receives any payment on account of such Swing Line Loan, that Swing Line Lender will distribute to such Working Capital Lender its Commitment Percentage thereof in the same funds as those received by such Swing Line Lender.

(ii) If any payment received by a Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by such Swing Line Lender under any of the circumstances described in Section 11.12 (Payments Set Aside), each Working Capital Lender shall pay to such Swing Line Lender its Commitment Percentage thereof on demand of the Working Capital Facility Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the greater of (A) the Federal Funds Rate and (B) an overnight rate determined by such Swing Line Lender in accordance with banking industry rules on interbank compensation. The Working Capital Facility Agent will make such demand upon the request of such Swing Line Lender. The obligations of the Working Capital Lenders under this clause shall survive the payment in full of the Working Capital Obligations and the termination of this Agreement.

(i) Each Swing Line Lender shall be responsible for invoicing the Borrower for interest on its Swing Line Loans. Each Swing Line Lender shall send a preliminary invoice on the Borrowing Date for such Swing Line Loan based on the interest rate provided by the Working Capital Facility Agent in accordance with Section 4.08 (Interest Rate Determination). If a Swing Line Lender’s invoice must be revised for any reason, such Swing Line Lender will provide the Borrower with the revised invoice three (3) Business Days prior to the related Swing Line Loan Termination Date, and such revised invoice shall be due and payable on such Swing Line Loan Termination Date; provided that the interest rate stated on the preliminary invoice may not be revised other than in accordance with Section 4.08 (Interest Rate Determination). Until each Working Capital Lender funds its Refunded Swing Line Loan or participation pursuant to this Section 2.07 (Swing Line Loans) to refinance such Working Capital Lender’s Commitment Percentage of any Swing Line Loan, interest in respect of such Commitment Percentage shall be solely for the account of the applicable Swing Line Lender.

(j) The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the applicable Swing Line Lender.

(k) Any Swing Line Lender may upon thirty (30) days’ notice to the Borrower resign as a Swing Line Lender. In the event of any such resignation as a Swing Line Lender, the Borrower shall be entitled to appoint from among the Working Capital Lenders a successor Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of a Swing Line Lender as a Swing Line Lender. If a Swing Line Lender resigns as a Swing Line Lender, it shall retain all the rights of a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Working Capital Lenders to make Working Capital Loans that are Base Rate Loans or fund participations in outstanding Swing Line Loans pursuant to Section 2.07(g) (Swing Line Loans). Upon the appointment of a successor Swing Line Lender, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of a Swing Line Lender.

Section 2.08 Incremental Commitments.

(a) Commitment Increase. The Borrower may from time to time, by written notice to the Working Capital Facility Agent (a “Commitment Increase Notice”), request increases in the Working Capital Debt Commitments and an equal increase in the Non-Fronting Limit of the relevant Working Capital Lender or other Person that is an Eligible Assignee (each, a “Commitment Increase”) up to an aggregate principal amount not to exceed the maximum amount of Working Capital Debt permitted pursuant to Section 6.2(a) (Working Capital Debt) of the Common Terms Agreement.

(b) Commitment Increase Notice. The Commitment Increase Notice shall specify (i) the date on which the Borrower proposes that such Commitment Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Working Capital Facility Agent and (ii) the identity of each Working Capital Lender or other Person that is an Eligible Assignee (each, an “Incremental Lender”) to whom the Borrower proposes any portion of the Commitment Increase be allocated and the amounts of such allocations; provided that, any Working Capital Lender approached to provide all or a portion of the Commitment Increase may elect or decline, in its sole and absolute discretion, to participate.

(c) Incremental Amendments. Each Commitment Increase shall become Working Capital Debt Commitments and Non-Fronting Limits (or, in the case of an increase in the commitment of an existing Working Capital Lender, an increase in such Working Capital Lender’s applicable Working Capital Debt Commitment and Non-Fronting Limit) under this Agreement pursuant to an amendment (such amendment, an “Incremental Amendment”) to this Agreement executed by the Borrower, the Working Capital Facility Agent and each Incremental Lender (with the consent of no other Working Capital Lender being required) which provides solely for (i) the increase in the applicable Working Capital Debt Commitments and Non-Fronting Limits, (ii) amendments required to reflect the relative unfunded Working Capital Debt Commitments of the Incremental Lenders and (iii) the joinder of each Incremental Lender that is not already an existing Working Capital Lender to this Agreement. The effectiveness of any Incremental Amendment shall be subject solely to the conditions that (A) no Working Capital Facility Event of Default or Unmatured Working Capital Facility Event of Default shall exist on such date of effectiveness before or after giving effect to such Commitment Increase, (B) each Incremental Lender that is not already a Working Capital Lender shall be entitled to receipt of any required reliance letters in respect of the legal opinions provided to the Working Capital Facility Agent pursuant to Section 7.01(e) (Opinions from Counsel), (C) since the time of the financial statements most recently provided pursuant to Section 10.1(a) (Accounting, Financial and Other Information) of the Common Terms Agreement no developments have occurred which, individually or in the aggregate have resulted in or could reasonably be expected to result in a Material Adverse Effect and (D) each Incremental Lender who is not already a Working Capital Lender is reasonably acceptable to the Working Capital Facility Agent, each Issuing Bank and each Swing Line Lender.

ARTICLE III

LETTERS OF CREDIT

Section 3.01 [Reserved].

Section 3.02 Letters of Credit. (a) Subject to the terms and conditions set forth herein and, as applicable, the terms and conditions set forth in the Common Terms Agreement, the Borrower may (but is not required to), deliver to the Working Capital Facility Agent (which shall promptly distribute copies thereof to the Working Capital Lenders) and (1) the Issuing Bank designated by the Borrower in its sole discretion with respect to Fronted Letters of Credit and (2) each Issuing Bank with a Non-Fronting Limit with respect to Non-Fronted Letters of Credit, a letter of credit request substantially in the form of Exhibit B-7 hereto or such other form as required by the applicable Issuing Bank (a “Request for Issuance”) for the issuance, extension, modification or amendment of a Letter of Credit from time to time during the Working Capital Availability Period. Each Request for Issuance shall include (i) the date (which shall be a Business Day, but in no event later than the date that occurs five (5) Business Days prior to the Termination Date) of issuance of such Letter of Credit (or the date of effectiveness of such extension, modification or amendment) and the stated expiry date thereof (which will be consistent with Section 3.02(d) (Letters of Credit)), (ii) the proposed stated amount of such Letter of Credit,

(iii) the intended beneficiary of such Letter of Credit, (iv) a description of the intended use of such Letter of Credit and (v) whether such Letter of Credit is to be a Fronted Letter of Credit or a Non-Fronted Letter of Credit. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one (1) Business Day prior to the proposed date of issuance (or effectiveness) specified therein.

(b) The Borrower may request Letters of Credit up to the lesser of (i) an aggregate stated amount for all requested and issued Letters of Credit of (A) in the case of Fronted Letters of Credit, the aggregate Fronting Limit of all Issuing Banks with a Fronting Limit; and (B) in the case of Non-Fronted Letters of Credit, the aggregate Non-Fronting Limit of all Issuing Banks with a Non-Fronting Limit and (ii) the Aggregate Working Capital Debt Commitments; provided, in each case, that no Issuing Bank shall be required to issue any Letter of Credit or any amendment to increase the face or stated amount of any Letter of Credit if, after such issuance or amendment, (A) the aggregate Commitment Exposure for all Working Capital Lenders shall exceed the Aggregate Working Capital Debt Commitments, (B) the LC Exposure of such Issuing Bank with a Fronting Limit shall exceed its Fronting Limit; (C) the LC Exposure of such Issuing Bank with a Non-Fronting Limit shall exceed its Non-Fronting Limit or (D) the Commitment Exposure of such Issuing Bank shall exceed its Working Capital Debt Commitment in its capacity as a Working Capital Lender. For the avoidance of doubt, subject to compliance with the foregoing requirements, the Borrower may request Fronted Letters of Credit from an Issuing Bank with a Fronting Limit up to the Issuing Bank’s full Fronting Limit.

(c) Promptly after its receipt of a Request for Issuance, the Issuing Bank will confirm with the Working Capital Facility Agent (by telephone or in writing) that the Working Capital Facility Agent has received a copy of such Request for Issuance from the Borrower and, if not, the Issuing Bank will provide the Working Capital Facility Agent with a copy thereof. Unless the Issuing Bank has received notice (by telephone or in writing) from the Working Capital Facility Agent (including at the request of any Working Capital Lender) no later than the Business Day prior to the proposed date of issuance (or effectiveness) (i) directing the Issuing Bank not to issue (or extend, amend or modify) such Letter of Credit as a result of the limitations set forth in Section 3.02(b) (Letters of Credit), or (ii) that one or more of the applicable conditions precedent in Section 7.02 (Conditions to Each Working Capital Borrowing) is not then satisfied or waived, then (A) the applicable Issuing Bank shall issue (or extend, modify or amend) each Letter of Credit not later than 12:00 noon, New York City time, on the later of (1) the proposed date of issuance (or effectiveness) specified in such Request for Issuance and (2) one (1) Business Day after the receipt of the Request for Issuance (taking into account that any Request for Issuance received after 12:00 noon, New York City time, on any Business Day will be deemed received on the next Business Day), and (B) such issuance (or effectiveness) shall be subject to the terms and conditions hereof, including fulfillment of the applicable conditions precedent and the other requirements set forth herein. An Issuing Bank shall issue (or extend, amend or modify) a requested Letter of Credit to the Borrower or directly to the intended beneficiary and shall provide notice and a copy thereof to the Intercreditor Agent and the Working Capital Facility Agent, which, in the case of a Fronted Letter of Credit, shall promptly furnish copies thereof to the Working Capital Lenders, and to the extent that such Letter of Credit was issued directly to the intended beneficiary, such Issuing Bank shall provide notice and a copy thereof to the Borrower.

(d) Letters of Credit shall expire no later than the earlier of (i) one year from the date of issuance of such Letter of Credit and (ii) five (5) Business Days prior to the Termination Date. Each Letter of Credit may, if requested by the Borrower, provide that it will be automatically renewed or extended for a stated period of time at the end of its then-scheduled expiration date (but in any event shall not be extended for longer than one year from the date of effectiveness of such extension or beyond five (5) Business Days prior to the Termination Date) unless the Issuing Bank that issued the Letter of Credit sends notices to the beneficiary thereof prior to such expiration date that such Issuing Bank elects not to renew or extend such Letter of Credit. In no event shall the Working Capital Lenders have any obligation to pay any amount to (or for the account of) any Issuing Bank or any other Person, in respect of a drawing under a Letter of Credit that occurs after the Working Capital Final Maturity Date.

(e) Notwithstanding anything in this Agreement to the contrary, no Issuing Bank will have any obligation to issue or renew, or extend the expiry date of, any Letter of Credit if any judgment, order, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing or renewing or extending the expiry date of such Letter of Credit, or any Government Rule or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or direct that such Issuing Bank refrain from, the issuance of new letters of credit or the renewal or extension of the expiry date of issued letters of credit generally or the issuance, renewal or extension of the expiry date of a Letter of Credit specifically or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve, or capital requirement, or shall impose upon such Issuing Bank any loss, cost, or expense. Each Issuing Bank shall provide the Borrower with prompt notice of the occurrence of any event described in this Section 3.02(e) (Letters of Credit) not later than two (2) Business Days after obtaining knowledge of the occurrence of any such event.

(f) The Borrower may designate any requested Letter of Credit as a Fronted Letter of Credit or a Non-Fronted Letter of Credit; provided that, (i) the Borrower may only request Fronted Letters of Credit from an Issuing Bank that is specified in this Agreement as having a Fronting Limit, (ii) the Borrower may only request Non-Fronted Letters of Credit with respect to requirements under firm transportation agreements related to the Development or for the purpose of funding the Senior Debt Service Reserve Account and (iii) if the Borrower wishes to request Letters of Credit from any Issuing Banks that do not have a Fronting Limit, the Borrower shall determine the specific amount to be covered by such Letters of Credit to be provided to a specific beneficiary (the “Non-Fronted LC Amount”), and it shall make requests for Non-Fronted Letters of Credit simultaneously to all the Issuing Banks under this Agreement such that the aggregate stated amount of all such Non-Fronted Letters of Credit issued to such beneficiary is equal to the Non-Fronted LC Amount and the stated amount of the Non-Fronted Letter of Credit of each individual Issuing Bank is equal to its Commitment Percentage of the Non-Fronted LC Amount. No Working Capital Lender is required to participate in the extension of credit resulting from the issuance (or extension, modification or amendment) of a Non-Fronted Letter of Credit issued by an Issuing Bank other than itself. Each Working Capital Lender severally agrees with each Issuing Bank to participate in an amount equal to its Commitment Percentage in the extension of credit resulting from the issuance (or extension, modification or amendment) of a Fronted Letter of Credit by such Issuing Bank and each drawing of the LC Available Amounts thereunder, in the manner and the amount provided in Section 3.03

(Reimbursement to Issuing Banks), and the issuance of such Fronted Letter of Credit shall be deemed to be a confirmation by the Issuing Bank and each Working Capital Lender of such participation in such amount; provided that, no Working Capital Lender shall be required to participate in a Fronted Letter of Credit if such Working Capital Lender’s Commitment Exposure would exceed its Working Capital Debt Commitment as a result of such participation.

(g) In addition to the date of issuance, stated expiry date, stated amount, beneficiary and intended use specified in the applicable Request for Issuance, each Letter of Credit shall provide (unless the Borrower specifies otherwise in such Request for Issuance) for:

(i) payment in immediately available funds in US Dollars on a Business Day;

(ii) multiple drawings and partial drawings;

(iii) applicability of the International Standby Practices 1998, International Chamber of Commerce Publication No. 590 (1998) (“ISP98”), Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (2007) (“UCP 600”), or such other rules as the Borrower and the applicable Issuing Bank shall agree, and shall, as to matters not governed by ISP98, UCP 600 or such other rules, be governed and construed in accordance with the laws of the State of New York and applicable U.S. federal law; and

(iv) a drawing by the beneficiary of the full available amount thereof if either (A) the Issuing Bank that issued the Letter of Credit ceases to satisfy the minimum credit ratings for an Issuing Bank hereunder (as set forth in the definition of “Issuing Bank” in Exhibit A (Definitions) hereto) and such Letter of Credit has not been replaced by an Issuing Bank satisfying such minimum credit ratings within twenty (20) days or such shorter number of days as required under the document, if any, with respect to which such Letter of Credit is issued; provided that, the right to draw under this clause (A) shall only be included in the applicable Letter of Credit to the extent required under such document with respect to which such Letter of Credit is issued or (B) the Issuing Bank that issued the Letter of Credit sends notice to the Borrower (which shall promptly notify the beneficiary) prior to the then-scheduled expiration date that such Issuing Bank elects not to renew or extend such Letter of Credit. For the avoidance of doubt, the right to draw under clause (A) above shall be included in any Letter of Credit issued to fund the Senior Debt Service Reserve Accounts; and

(v) in the case of a Non-Fronted Letter of Credit, the beneficiary will be required to certify that it is making a pro rata draw with all other Letters of Credit issued in favor of such beneficiary in respect of a Non-Fronted LC Amount based on the percentage of such Non-Fronted Letter of Credit to Non-Fronted LC Amount as notified to the beneficiary by the Borrower.

Section 3.03 Reimbursement to Issuing Banks.

(a) An Issuing Bank shall give the Working Capital Facility Agent, the Security Trustee, the Borrower and each of the Working Capital Lenders prompt notice of any payment made by such Issuing Bank in accordance with the terms of any Letter of Credit issued by such Issuing Bank (an “LC Payment Notice”) no later than 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by such Issuing Bank.

(b) Upon delivery to the Borrower of an LC Payment Notice on or before 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by an Issuing Bank, unless the Borrower provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan in accordance with Sections 3.03(c) and (f), the Borrower shall, on or before 12:00 noon, New York City time, on such Business Day, reimburse such Issuing Bank for such payment (an “LC Reimbursement Payment”) by paying to the Working Capital Facility Agent, for the account of such Issuing Bank, an amount equal to the payment made by such Issuing Bank plus interest on such amount at a rate per annum equal to the Alternate Base Rate plus 2.00%; provided that, if an Issuing Bank delivers an LC Payment Notice to the Borrower after 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of payment by such Issuing Bank, the Borrower shall make the LC Reimbursement Payment on or before 12:00 noon, New York City time, on the next succeeding Business Day. An Issuing Bank’s failure to provide an LC Payment Notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank for any payment it makes under any Letter of Credit. In the case of any Non-Fronted Letters of Credit issued with respect to a specific Non-Fronted LC Amount, the Borrower may not elect to make an LC Reimbursement Payment and/or convert a reimbursement obligation into a LC Loan for some but not all the Issuing Banks providing Non-Fronted Letters of Credit with respect to such Non-Fronted LC Amount.

(c) If the Borrower fails to make the LC Reimbursement Payment as required under Section 3.03(b) (Reimbursement to Issuing Banks) or provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan, such reimbursement obligation shall automatically convert to an LC Loan. If such LC Loan relates to a Fronted Letter of Credit, the Working Capital Facility Agent shall promptly notify each of the Working Capital Lenders of the amount of its share of the payment made under such Fronted Letter of Credit, which shall be such Working Capital Lender’s Commitment Percentage of such amount paid by such Issuing Bank (the “Working Capital Lender Payment Notice”). Subject to Section 3.02(f) (Letters of Credit), each Working Capital Lender hereby severally agrees to pay the amount specified in the Working Capital Lender Payment Notice in immediately available funds to the Working Capital Facility Agent for the account of such Issuing Bank with respect to a Fronted Letter of Credit plus interest on such amount at a rate per annum equal to the Federal Funds Rate from the date of such payment by such Issuing Bank to the date of payment to such Issuing Bank by such Working Capital Lender. Each Working Capital Lender shall make such payment by not later than 4:00 p.m., New York City time, on the date it received the Working Capital Lender Payment Notice (if such notice is received at or prior to 1:00 p.m., New York City time) and

before 12:00 noon, New York City time, on the next succeeding Business Day following such receipt (if such notice is received after 1:00 p.m., New York City time). In the case of Fronted Letters of Credit, each Working Capital Lender shall indemnify and hold harmless such Issuing Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from any failure on the part of such Working Capital Lender to provide, or from any delay in providing, the Working Capital Facility Agent for the account of such Issuing Bank with its Commitment Percentage of the amount paid under the Fronted Letter of Credit but no such Working Capital Lender shall be so liable for any such failure on the part of or caused by any other Working Capital Lender or the willful misconduct or gross negligence, as determined by a court of competent jurisdiction by a final and non-appealable order, of the Working Capital Facility Agent. Each Working Capital Lender’s obligation to make each such payment to the Working Capital Facility Agent for the account of the applicable Issuing Bank in the case of payments made in respect of a Fronted Letter of Credit shall be several and not joint and shall not be affected by (A) the occurrence or continuance of any Working Capital Facility Event of Default, (B) the failure of any other Working Capital Lender to make any payment under this Section 3.03 (Reimbursement to Issuing Banks), or (C) the date of the drawing under the applicable Letter of Credit issued by the applicable Issuing Bank; provided that, such drawing occurs prior to the earlier of (i) the Working Capital Final Maturity Date or (ii) the termination date of the applicable Fronted Letter of Credit. Each Working Capital Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(d) The Working Capital Facility Agent shall pay to the applicable Issuing Bank in immediately available funds the amounts paid in respect of a Fronted Letter of Credit pursuant to Section 3.03(b) (Reimbursement to Issuing Banks) and Section 3.03(c) (Reimbursement to Issuing Banks) before the close of business on the day such payment is received; provided that, any amount received by the Working Capital Facility Agent that is due and owing to such Issuing Bank and remains unpaid to such Issuing Bank on the date of receipt shall be paid on the next succeeding Business Day with interest payable at the Federal Funds Rate.

(e) For so long as any Working Capital Lender is a Defaulting Lender under clause (a) of the definition thereof, each Issuing Bank in respect of a Fronted Letter of Credit shall be deemed, for purposes of Section 4.17 (Sharing of Payments) and Article IX (Default and Enforcement), to be a Working Capital Lender hereunder in substitution of such Defaulting Lender and shall be owed a loan in an amount equal to the outstanding principal amount due and payable by such Defaulting Lender to the Working Capital Facility Agent for the account of each Issuing Bank in respect of such Fronted Letter of Credit pursuant to subsection (c) above.

Notwithstanding anything else to the contrary contained herein, the failure of any Working Capital Lender to make any required payment in response to any LC Payment Notice in respect of a Fronted Letter of Credit shall not increase the total aggregate amount payable by the Borrower with respect to the payment described in the related LC Payment Notice in respect of a Fronted Letter of Credit above the total aggregate amount that would have been payable by the Borrower at the applicable rate for Working Capital Loans if such Defaulting Lender would have funded its payments to such Working Capital Facility Agent in a timely manner in response to such LC Payment Notice in respect of a Fronted Letter of Credit.

(f) Each payment made by a Working Capital Lender under subsection (c) above shall constitute an LC Loan deemed made by such Working Capital Lender to the Borrower on the date of such payment by an Issuing Bank under a Fronted Letter of Credit issued by such Issuing Bank. All such payments by the Working Capital Lenders in respect of any one such payment by such Issuing Bank shall constitute a single LC Loan hereunder. Each payment made by an Issuing Bank in respect of a Non-Fronted Letter of Credit that is not reimbursed by the Borrower or that is converted into an LC Loan by notice from the Borrower pursuant to clause (c) above shall constitute an LC Loan deemed made by such Issuing Bank in its capacity as a Working Capital Lender. LC Loans that are converted to Term SOFR Loans in respect of Non-Fronted Letters of Credit with respect to a specific Non-Fronted LC Amount shall constitute a single Term SOFR Loan for the purposes of Section 4.05(e) (Interest Rates) hereunder. Each LC Loan initially shall be a Base Rate Loan.

Section 3.04 Obligations Absolute. The payment obligations of each Working Capital Lender under Section 3.03(c) (Reimbursement to Issuing Banks) and of the Borrower under this Agreement in respect of any payment under any Letter of Credit and any LC Loan shall be unconditional and irrevocable (subject only to the Borrower’s and each Working Capital Lender’s right to bring suit against an Issuing Bank pursuant to Section 3.05 (Liability of the Issuing Banks and the Working Capital Lenders) following the reimbursement of such Issuing Bank for any such payment), and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following circumstances:

(a) any lack of validity or enforceability of any Finance Document or any other agreement or instrument relating thereto or to such Letter of Credit;

(b) any amendment or waiver of, or any consent to departure from, all or any of the Finance Documents;

(c) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against any beneficiary, or any transferee, of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), any Issuing Bank, or any other Person, whether in connection with this Agreement, the transactions contemplated herein or by such Letter of Credit, or any unrelated transaction;

(d) any statement or any other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(e) payment in good faith by an Issuing Bank under any Letter of Credit issued by such Issuing Bank against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit; or

(f) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Section 3.05 Liability of the Issuing Banks and the Working Capital Lenders. The Borrower assumes all risks of the acts and omissions of any beneficiary or transferee of any Letter of Credit, and none of the Working Capital Facility Agent, the Issuing Banks, the Working Capital Lenders nor any of their respective Related Parties shall be liable or responsible for (a) the use that may be made of such Letter of Credit or any acts or omissions of any beneficiary or transferee thereof in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the applicable Issuing Bank against presentation of documents that do not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under such Letter of Credit; provided that, in each case, payment by the applicable Issuing Bank shall not have constituted gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable order. The Borrower and each Working Capital Lender shall have the right to bring suit against an Issuing Bank, and such Issuing Bank shall be liable to the Borrower and any Working Capital Lender, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower or such Working Capital Lender caused by such Issuing Bank’s willful misconduct or gross negligence as determined by a court of competent jurisdiction by a final and non-appealable order, including such Issuing Bank’s willful failure to make timely payment under such Letter of Credit following the presentation to it by the beneficiary thereof of a draft and accompanying certificate(s) which strictly comply with the terms and conditions of such Letter of Credit.

Section 3.06 Resignation as an Issuing Bank. Any Issuing Bank may, upon thirty (30) days’ prior written notice to the Borrower resign as an Issuing Bank. In the event of any such resignation as an Issuing Bank, the Borrower shall be entitled to appoint a successor Issuing Bank hereunder from among the Working Capital Lenders who meet the requirements hereunder to be an Issuing Bank; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of any Issuing Bank. If any Working Capital Lender resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of Issuing Bank hereunder with respect to all Letters of Credit that it issued, including Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all LC Exposure with respect thereto (including the right to require the Working Capital Lenders to make LC Loans or fund participations in Letters of Credit). Upon the appointment of a successor Issuing Bank and such successor Issuing Bank’s acceptance, in writing, of the appointment and agreement to be bound by all of the terms and conditions contained in this Agreement and the other Finance Documents binding on it in such capacity, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the Issuing Bank as the case may be and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable Issuing Bank to effectively assume the obligations of such Issuing Bank with respect to such Letters of Credit.

Section 3.07 Non-Fronted Letters of Credit. The Borrower agrees that in the event that it has provided any Non-Fronted Letter of Credit in respect of a Non-Fronted LC Amount, it shall instruct the beneficiary thereof to draw on such Non-Fronted Letter of Credit in proportion to the Commitment Percentage of each Issuing Bank. In the event that the Borrower

has funded the Senior Debt Service Reserve Account using Non-Fronted Letters of Credit from each Issuing Bank, the Security Trustee hereby agrees (without the need for any further action or instruction from any Senior Creditors) to draw on such Non-Fronted Letters of Credit only on a pro rata basis based on the Commitment Percentage as notified by the Borrower to the Security Trustee or, failing such notification, as provided to the Security Trustee by the Working Capital Facility Agent on request.

Section 3.08 Existing Letters of Credit. Notwithstanding the amendment and restatement of the Initial Working Capital Facility Agreement, the Letters of Credit set forth on Schedule 3.08 (Existing Letters Of Credit), which Letters of Credit were issued pursuant to, and were outstanding under, the Initial Working Capital Facility Agreement will continue to be outstanding under this Agreement, as if such Letters of Credit had been issued as Fronted Letters of Credit pursuant to this Article III, or will be cancelled and reissued concurrently on the Working Capital Closing Date pursuant to this Article III in substantially the same form as the cancelled Letters of Credit. Each Working Capital Lender severally agrees to participate in such Letter of Credit in accordance with the terms of Section 3.02(f) (Letters of Credit) in an amount equal to its Commitment Percentage.

ARTICLE IV

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

Section 4.01 Repayment of LC Loans. The Borrower unconditionally and irrevocably promises to pay to the Working Capital Facility Agent for the ratable account of each Working Capital Lender the aggregate outstanding principal amount of each LC Loan no later than 5:00 p.m., New York City time, on the LC Loan Termination Date.

Section 4.02 Repayment of Working Capital Borrowings. The Borrower unconditionally and irrevocably promises to pay to the Working Capital Facility Agent for the ratable account of each Working Capital Lender, on the Working Capital Final Maturity Date, an amount equal to the aggregate principal amount of all Working Capital Loans then-outstanding.

Section 4.03 Repayment of Swing Line Loans. The Borrower shall repay each Swing Line Loan on the Swing Line Loan Termination Date.

Section 4.04 Interest Payment Dates. (a) Interest accrued on each Working Capital Loan, LC Loan or Swing Line Loan shall be payable, without duplication, on the following dates (each, an “Interest Payment Date”):

(i) with respect to any repayment or prepayment of principal on a Working Capital Loan, LC Loan or Swing Line Loan, on the date of each such repayment or prepayment;

(ii) with respect to Swing Line Loans, on the Swing Line Loan Termination Date;

(iii) with respect to Working Capital Loans, on the Working Capital Final Maturity Date;

(iv) with respect to LC Loans, on the LC Loan Termination Date;

(v) with respect to Term SOFR Loans, (A) on the last day of each applicable Interest Period and (B) if applicable, on any date on which such Term SOFR Loan is converted to a Base Rate Loan; and

(vi) with respect to Base Rate Loans, on each CTA Payment Date beginning on the first CTA Payment Date after the date of the disbursement or, if applicable, any date on which such Base Rate Loan is converted to a Term SOFR Loan.

(b) Interest accrued on the Working Capital Loans, LC Loans or Swing Line Loans, or other monetary Working Capital Obligations, after the date such amount is due and payable (whether on the Working Capital Final Maturity Date or any other date for payment of such obligation under or pursuant to this Agreement upon acceleration or otherwise) shall be payable upon demand.

(c) Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the occurrence of an event set forth in Section 15.1(d) (Loan Facility Events of Default – Bankruptcy) of the Common Terms Agreement only to the extent it relates to Section 15.1(d) (Loan Facility Events of Default – Bankruptcy) of the Common Terms Agreement.

Section 4.05 Interest Rates. (a) Each Term SOFR Loan shall accrue interest at a rate per annum during each Interest Period applicable thereto equal to the sum of Adjusted Term SOFR for such Interest Period plus the Applicable Margin for such Working Capital Loans, LC Loans or Swing Line Loans.

(b) On or before 12:00 noon, New York City time, at least three (3) Business Days prior to the end of each Interest Period for each Term SOFR Loan, the Borrower shall deliver to the Working Capital Facility Agent an Interest Period Notice setting forth the Borrower’s election with respect to the duration of the next Interest Period applicable to such Term SOFR Loan, which Interest Period shall be one (1) or three (3) months in length; provided that, (i) if any Working Capital Facility Declared Default has occurred and is Continuing, all Term SOFR Loans shall convert into Base Rate Loans at the end of the then-current Interest Period and (ii) if any Unmatured Working Capital Facility Event of Default has occurred and is Continuing, all Term SOFR Loans shall convert into Term SOFR Loans with an Interest Period of one month, at the end of the then-current Interest Periods (in which case the Working Capital Facility Agent shall so notify the Borrower and the Working Capital Lenders). After such Working Capital Facility Declared Default or Unmatured Working Capital Facility Event of Default has ceased, the Borrower may convert each such Base Rate Loan or Term SOFR Loan with an Interest Period of one month into a Term SOFR Loan in accordance with this Agreement by delivering an Interest Period Notice in accordance with Section 4.06 (Conversion Options).

(c) If the Borrower fails to deliver an Interest Period Notice in accordance with Section 4.05(b) (Interest Rates) above with respect to any Term SOFR Loan, such Term SOFR Loan shall be made as, or converted into, a Base Rate Loan at the end of the then-current Interest Period.

(d) Each Term SOFR Loan shall bear interest from (and including) the first day of the applicable Interest Period to (but excluding) the last day of such Interest Period at the interest rate determined as applicable to such Term SOFR Loan.

(e) Notwithstanding anything to the contrary, the Borrower shall not have more than twelve (12) Term SOFR Loans outstanding at any one time.

(f) Each Base Rate Loan shall accrue interest at a rate per annum equal to the sum of the Alternate Base Rate plus the Applicable Margin for such Working Capital Loans, LC Loans or Swing Line Loans.

(g) All Base Rate Loans shall bear interest from and including the date such Base Rate Loan is made (or, if previously a Term SOFR Loan, the day on which such Term SOFR Loan is converted to a Base Rate Loan as required under Section 4.05(c) (Interest Rates) or Section 4.06 (Conversion Options) or under Article V (Term SOFR and Tax Provisions)) to (but excluding) the date such Working Capital Loan, LC Loan or Swing Line Loan or portion thereof is paid at the interest rate determined as applicable to such Base Rate Loan (or the date such Working Capital Loan or LC Loan is converted to a Term SOFR Loan).

Section 4.06 Conversion Options. The Borrower may elect from time to time to convert Term SOFR Loans to Base Rate Loans or Base Rate Loans to Term SOFR Loans (subject to Section 4.05(e) (Interest Rates), Section 5.01 (Term SOFR Lending Unlawful) and Section 5.02 (Inability to Determine Term SOFR)), as the case may be, by delivering a completed Interest Period Notice to the Working Capital Facility Agent notifying the Working Capital Facility Agent of such election no later than 12:00 noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice, in the case of conversions to Term SOFR Loans, shall specify the length of the initial Interest Period therefor); provided that, (i) no Base Rate Loan may be converted into a Term SOFR Loan when any Working Capital Facility Declared Default has occurred and is Continuing and (ii) no Base Rate Loan may be converted into a Term SOFR Loan with an Interest Period greater than one month when any Unmatured Working Capital Facility Event of Default has occurred and is Continuing and, in each case, the Working Capital Facility Agent has determined not to permit such conversions. Upon receipt of any such notice the Working Capital Facility Agent shall promptly notify each relevant Working Capital Lender thereof.

Section 4.07 Post-Maturity Interest Rates; Default Interest Rates. If all or a portion of the principal amount of any Working Capital Loan, LC Loan or Swing Line Loan is not paid when due (whether on the Working Capital Final Maturity Date, by acceleration or otherwise, or in the case of LC Loans, the LC Loan Termination Date, or in the case of the Swing Line Loans, the Swing Line Loan Termination Date or otherwise) or any Working Capital Obligation (other than principal on the Working Capital Loans, LC Loans or Swing Line Loans) is not paid or deposited when due (whether on the Working Capital Final Maturity Date, by acceleration or otherwise), (i) all such overdue amounts of principal on the Working Capital Loans, LC Loans or Swing Line Loans shall bear interest at a rate per annum equal to the rate that would otherwise be

applicable thereto plus the Default Rate and (ii) all such other defaulted amounts of Working Capital Obligations (other than principal on the Working Capital Loans, LC Loans or Swing Line Loans) shall bear interest at a rate per annum equal to the rate then applicable to Base Rate Loans plus the Default Rate, from the date of such non-payment until the amount then due is paid in full (after as well as before judgment).

Section 4.08 Interest Rate Determination. The Working Capital Facility Agent shall determine the interest rate applicable to the Working Capital Loans, LC Loans and Swing Line Loans and shall give prompt notice of such determination to the Borrower and the Working Capital Lenders and the Swing Line Lenders. In each such case, the Working Capital Facility Agent’s determination of the applicable interest rate shall be conclusive, in the absence of manifest error.

Section 4.09 Computation of Interest and Fees. (a) All computations of interest for Base Rate Loans when the Alternate Base Rate is determined by the Working Capital Facility Agent’s “prime rate” shall be made on the basis of a year of three hundred and sixty-five (365) or three hundred and sixty-six (366) days, as the case may be, and actual days elapsed. All computations of interest for Term SOFR Loans, shall be made on the basis of a 360 day year and actual days elapsed. All computations of commissions or fees owed hereunder (other than Working Capital Commitment Fees, Fronting Fees and LC Fees, which shall be computed in accordance with the provisions of Section 4.15 (Fees) below) shall be made on the basis of a year of three hundred and sixty-five (365) or three hundred and sixty-six (366) days, as the case may be, and actual days elapsed.

(b) Interest shall accrue on each Working Capital Loan, LC Loan and Swing Line Loan for the day on which the Working Capital Loan, LC Loan or Swing Line Loan is made, and shall not accrue on a Working Capital Loan, LC Loan or Swing Line Loan, or any portion thereof, for the day on which the Working Capital Loan, LC Loan or Swing Line Loan or such portion is paid; provided that, any Working Capital Loan, LC Loan or Swing Line Loan that is repaid on the same day on which it is made shall bear interest for one day.

(c) Each determination by the Working Capital Facility Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Section 4.10 Terms of All Prepayments. The Borrower shall make prepayments of Working Capital Loans, LC Loans or Swing Line Loans and all reductions and cancellations of Working Capital Debt Commitments in accordance with the terms of Article 3 (Repayment, Prepayment and Cancellation) of the Common Terms Agreement and subject to the following terms and the terms of Section 4.11 (Voluntary Prepayment) and Section 4.12 (Mandatory Prepayment):

(a) upon the prepayment of any Working Capital Loans, LC Loans or Swing Line Loans (whether a voluntary prepayment, a mandatory prepayment or a prepayment upon acceleration or otherwise), the Borrower shall satisfy all applicable provisions under this Agreement; and

(b) together with any prepayment of Working Capital Loans, LC Loans or Swing Line Loans, the Borrower shall pay to the Working Capital Facility Agent, for the account of the Working Capital Lenders, Issuing Banks or Swing Line Lender who made any Working Capital Loan, LC Loan or Swing Line Loan being prepaid, the sum of the following amounts:

⁽ⁱ⁾ the principal of, and accrued but unpaid interest on, the Working Capital Loans, LC Loan or Swing Line Loans to be prepaid;

(ii) any additional amounts required to be paid under Section 5.05 (Funding Losses); and

(iii) any other Working Capital Obligations required to be paid to the respective Working Capital Lenders, Issuing Banks or Swing Line Lender in connection with any prepayment under the Finance Documents.

Section 4.11 Voluntary Prepayment. (a) The Borrower may, in accordance with Section 3.5 (Voluntary Prepayments) of the Common Terms Agreement and on not less than two (2) Business Days’ prior written notice to the Intercreditor Agent and the Working Capital Facility Agent, prepay amounts outstanding under the Working Capital Facility Agreement at any time in whole or in part, without penalty or premium and without any reduction in commitments; provided that, (i) each partial voluntary prepayment of Term SOFR Loans shall be in a minimum amount of $5,000,000 and incremental multiples of $1,000,000 in excess thereof and (ii) each partial voluntary prepayment of Base Rate Loans shall be in a minimum amount of $1,000,000 and incremental multiples of $500,000 in excess thereof. Such notice may be conditional and subject to revocation as set forth in Section 3.5(b) (Voluntary Prepayments) of the Common Terms Agreement. If any such notice is revoked in accordance with Section 3.5(b) (Voluntary Prepayments) of the Common Terms Agreement, the Borrower shall pay any Breakage Costs incurred by any Working Capital Lender as a result of such notice and revocation, as set forth in Section 3.5(b) (Voluntary Prepayments) of the Common Terms Agreement.

(b) After the Borrower has delivered a notice of voluntary prepayment in accordance with Section 4.11(a) above, the prepayment date specified in the notice shall be deemed the due date for the principal amount (and the interest thereon) to be paid thereunder and should the Borrower fail to pay any such principal amount and/or interest and/or Breakage Costs (if any, in accordance with Section 3.6 (Prepayment Fees and Breakage Costs) of the Common Terms Agreement) due on such date, the Borrower shall pay interest on such overdue amounts in accordance with Section 4.07 (Post-Maturity Interest Rates; Default Interest Rates).

(c) Pursuant to Section 3.7 (Pro Rata Payments) of the Common Terms Agreement and Section 2.3(a)(i)(B) (Payments and Prepayments) of the Common Security and Account Agreement (i) any voluntary prepayment of Working Capital Loans, LC Loans or Swing Line Loans may be made without a voluntary pro rata prepayment of Senior Debt under any other Senior Debt Instrument and (ii) any voluntary prepayment of Senior Debt under any other Senior Debt Instrument may be made without a voluntary pro rata prepayment of Working Capital Loans, LC Loans or Swing Line Loans.

Section 4.12 Mandatory Prepayment. (a) The Borrower shall prepay the Working Capital Loans, LC Loans or Swing Line Loans in accordance with Section 3.4 (Mandatory Prepayments) and Section 3.7 (Pro Rata Payments) of the Common Terms Agreement solely in the following circumstances:

(i) other than LC Loans incurred to fund a reimbursement obligation with respect to a drawing under a Letter of Credit, as needed to comply with Section 4.02 (Repayment of Working Capital Borrowings); provided that, for the avoidance of doubt, the Borrower shall not be required to cause any issued and outstanding Letters of Credit to be cancelled or returned;

(ii) in relation to Swing Line Loans, on the Swing Line Loan Termination Date;

(iii) in accordance with Section 3.4(a)(iv) (Mandatory Prepayments – LNG SPA Prepayment Events) of the Common Terms Agreement, to the extent required under Section 8.2 (LNG SPA Mandatory Prepayment) of the Common Terms Agreement;

(iv) in accordance with Section 3.4(a)(v) (Mandatory Prepayments – Change of Control) of the Common Terms Agreement as a result of the occurrence of a Change of Control after the earlier to occur of the: (i) end of the Term Loan Availability Period; and (ii) the Term Loan Discharge Date; and

(v) in accordance with Section 3.4(vi) (Mandatory Prepayments – Illegality) of the Common Terms Agreement as a result of the occurrence of an Illegality Event with respect to a Working Capital Lender.

Working Capital Debt Commitments shall be cancelled in the case of the mandatory prepayments set forth in clause (iii) and (iv) above as provided in Section 3.4(a)(iv) (Mandatory Prepayments – LNG SPA Prepayment Events) and Section 3.4(c)(v) (Mandatory Prepayments – Change of Control) of the Common Terms Agreement and shall be suspended in the case of the mandatory prepayment set forth in clause (v) above as provided in Section 3.4(vi) (Mandatory Prepayments – Illegality) of the Common Terms Agreement.

(b) Application of Prepayments of Loans to Base Rate Loans and Term SOFR Loans. Any prepayment of Working Capital Loans or LC Loans of a Working Capital Lender pursuant to this Section 4.12 (Mandatory Prepayment) shall be applied first to such Working Capital Lender’s Base Rate Loans to the full extent thereof and second to such Working Capital Lender’s Term SOFR Loans.

Section 4.13 Time and Place of Payments. (a) Except as otherwise provided in Section 3.03(b) (Reimbursement to Issuing Banks) and Section 2.07(j) (Swing Line Loans), the Borrower shall make each payment (including any payment of principal of or interest on any Working Capital Loan, LC Loan or Swing Line Loan or any Fees or other Working Capital Obligations) hereunder without set-off, deduction or counterclaim not later than 12:00 noon, New York City time (except in the case of payments permitted under Section 2.01(d) (Working Capital

Loans) above, which may be made in accordance with the timing provided in Section 2.04(a) (Funding)), on the date when due in US Dollars and, in immediately available funds, to the Working Capital Facility Agent at the account set forth in Schedule 4.13 (Working Capital Facility Agent Account Details) hereto or at such other office or account as may from time to time be specified by the Working Capital Facility Agent to the Borrower. Funds received after 12:00 noon, New York City time, shall be deemed to have been received by the Working Capital Facility Agent on the next succeeding Business Day.

(b) The Working Capital Facility Agent shall promptly remit in immediately available funds to each Working Capital Secured Party its share, if any, of any payments received by the Working Capital Facility Agent for the account of such Working Capital Secured Party.

(c) Whenever any payment (including any payment of principal of or interest on any Working Capital Loan, LC Loan or Swing Line Loan or any Fees or other Working Capital Obligations) hereunder shall become due, or otherwise would occur, on a day that is not a Business Day, such payment shall (except as otherwise required by the proviso to the definition of “Interest Period” with respect to Term SOFR Loans and in the case of the Working Capital Final Maturity Date, the LC Loan Termination Date and the Swing Line Loan Termination Date, as applicable, in which case the due date for payment shall be the immediately preceding Business Day) be made on the immediately succeeding Business Day, and such increase of time shall in such case be included in the computation of interest or Fees, if applicable.

Section 4.14 Borrowings and Payments Generally. (a) Unless the Working Capital Facility Agent has received notice from the Borrower prior to the date on which any payment is due to the Working Capital Facility Agent for the account of the Working Capital Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Working Capital Facility Agent may assume that the Borrower has made such payment on such date in accordance with this Agreement and may, in reliance upon such assumption, distribute to the Working Capital Lenders or applicable Issuing Bank the amount due. If the Borrower has not in fact made such payment, then each of the Working Capital Lenders or the Issuing Bank severally agrees to repay to the Working Capital Facility Agent forthwith on demand the amount so distributed to such Working Capital Lender or Issuing Bank in immediately available funds with interest thereon, for each day from (and including) the date such amount is distributed to it to (but excluding) the date of payment to the Working Capital Facility Agent, at a rate per annum equal to the greater of (A) the Federal Funds Rate and (B) an overnight rate determined by the Working Capital Facility Agent in accordance with banking industry rules on interbank compensation. A notice of the Working Capital Facility Agent to any Working Capital Lender or Issuing Bank with respect to any amount owing under this Section 4.14 (Borrowings and Payments Generally) shall be conclusive, absent manifest error.

(b) Nothing herein shall be deemed to obligate any Working Capital Lender, or Issuing Bank or Swing Line Lender to obtain funds for any Working Capital Loan, Swing Line Loan, LC Loan or Letter of Credit reimbursement obligation in any particular place or manner or to constitute a representation by any Working Capital Lender, Issuing Bank or Swing Line Lender that it has obtained or will obtain funds for any Working Capital Loan, LC Loan or Swing Line Loan in any particular place or manner.

Section 4.15 Fees. (a) From and including the date hereof until the Termination Date, the Borrower agrees to pay to the Working Capital Facility Agent, for the account of each Working Capital Lender a commitment fee (a “Working Capital Commitment Fee”) on the daily average amount of such Working Capital Lender’s unused Working Capital Debt Commitment at the applicable Commitment Fee Rate from the date hereof until the Working Capital Final Maturity Date, payable quarterly in arrears on the last Business Day of each fiscal quarter, commencing on the first such date to occur following the date hereof, and the Termination Date.

(b) The Borrower agrees to pay to the Working Capital Facility Agent for the account of each Working Capital Lender a letter of credit fee (the “LC Fee”) on (i) the average daily aggregate amount of such Working Capital Lender’s Commitment Percentage of the LC Available Amount, if any, of all Fronted Letters of Credit and (ii) the average daily aggregate amount of the LC Available Amount, if any, of all Non-Fronted Letters of Credit issued by such Working Capital Lender in its capacity as an Issuing Bank, each at the applicable LC Fee Rate, payable quarterly in arrears on the last Business Day of each fiscal quarter, commencing on the first such date to occur following the date of issuance of any Letter of Credit hereunder, and on the Working Capital Final Maturity Date; provided, however, that upon the occurrence and during the continuance of a Working Capital Facility Event of Default, with respect to any outstanding Letters of Credit which are not cash collateralized pursuant to Section 9.05 (Cash Collateralization of Letters of Credit), such LC Fee shall be increased by 2.0% per annum.

(c) The Borrower agrees to pay to each Issuing Bank a letter of credit fronting fee (the “Fronting Fee”) in an amount equal to 0.125% per annum of the aggregate LC Available Amount of each Fronted Letter of Credit issued by such Issuing Bank, payable quarterly in arrears on the last Business Day of each fiscal quarter, commencing on the first such date to occur following the date of issuance of such Letter of Credit hereunder, and on the Working Capital Final Maturity Date.

(d) The Borrower agrees to pay to the Working Capital Facility Agent, for its own account, and to each Working Capital Lender and Swing Line Lender the fees payable in the amounts and at the times separately agreed upon in the Fee Letters.

(e) All Fees shall be paid on the dates due in immediately available funds. Once paid, none of the Fees shall be refundable under any circumstances.

(f) All Working Capital Commitment Fees, Fronting Fees and LC Fees shall be computed on the basis of 360-day year, as prorated for any partial quarter, as applicable.

(g) The Borrower shall not be liable to pay any Working Capital Lender, Issuing Bank or Swing Line Lender any upfront fees, fronting fees or agent fees, nor shall it be liable to pay any other fees, costs, expenses or charges with respect to the transactions contemplated under this Agreement, other than as may be specifically stated in this Agreement, the Fee Letters or any other agreement in writing between such Working Capital Lender, Issuing Bank or Swing Line Lender and the Borrower.

Section 4.16 Pro Rata Treatment. (a) The portion of any Working Capital Borrowing shall be allocated by the Working Capital Facility Agent among the Working Capital Lenders such that, following each Working Capital Borrowing, the ratio of each Working Capital Lender’s outstanding Working Capital Debt Commitment to the outstanding Aggregate Working Capital Debt Commitments is equal to each Working Capital Lender’s Commitment Percentage.

(b) Except as otherwise provided in Section 5.01 (Term SOFR Lending Unlawful), each reduction of Working Capital Debt Commitments of any type, pursuant to Section 2.05 (Termination or Reduction of Commitments) or otherwise, shall be allocated by the Working Capital Facility Agent pro rata among the Working Capital Lenders in accordance with, and subject to the exceptions in, Section 3.8 (Reductions and Cancellations of Facility Debt Commitments) of the Common Terms Agreement. Each reduction of Issuing Bank Limits shall be allocated by the Working Capital Facility Agent pro rata among the Issuing Banks.

(c) Except as otherwise required under Section 3.7 (Pro Rata Payment) of the Common Terms Agreement and Section 4.11 (Voluntary Prepayment), Section 4.12 (Mandatory Prepayment) or Article V (Term SOFR and Tax Provisions), (i) each payment or prepayment of principal of the Working Capital Loans or LC Loans shall be allocated by the Working Capital Facility Agent pro rata among the Working Capital Lenders in accordance with the respective principal amounts of their outstanding Working Capital Loans or LC Loans, (ii) each payment of interest on the Working Capital Loans or LC Loans shall be allocated by the Working Capital Facility Agent pro rata among the Working Capital Lenders in accordance with the respective interest amounts outstanding on their Working Capital Loans or LC Loans and (iii) each payment of the Working Capital Commitment Fee shall be allocated by the Working Capital Facility Agent pro rata among the Working Capital Lenders in accordance with their respective Working Capital Debt Commitments.

Section 4.17 Sharing of Payments. (a) If any Working Capital Lender, Issuing Bank or Swing Line Lender obtains any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Working Capital Loan, LC Loan or Swing Line Loan (other than pursuant to the terms of Article V (Term SOFR and Tax Provisions) or Section 4.16 (Pro Rata Treatment)) in excess of its pro rata share of payments then or therewith obtained by all Working Capital Lenders holding Working Capital Loans, LC Loans or Swing Line Loans (as applicable), such Working Capital Lender, Issuing Bank or Swing Line Lender shall purchase from the other Working Capital Lenders (for cash at face value) such participations in Working Capital Loans, LC Loans or Swing Line Loans made by them as shall be necessary to cause such purchasing Working Capital Lender, Issuing Bank or Swing Line Lender to share the excess payment or other recovery ratably with each of them; provided, however, that, if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Working Capital Lender, Issuing Bank or Swing Line Lender, the purchase shall be rescinded and each Working Capital Lender that has sold a participation to the purchasing Working Capital Lender, Issuing Bank or Swing Line Lender shall repay to the purchasing Working Capital Lender, Issuing Bank or Swing Line Lender the purchase price to the ratable

extent of such recovery together with an amount equal to such selling Working Capital Lender’s ratable share (according to the proportion of (x) the amount of such selling Working Capital Lender’s required repayment to the purchasing Working Capital Lender, Issuing Bank or Swing Line Lender to (y) the total amount so recovered from the purchasing Working Capital Lender, Issuing Bank or Swing Line Lender) of any interest or other amount paid or payable by the purchasing Working Capital Lender, Issuing Bank or Swing Line Lender in respect of the total amount so recovered. The Borrower agrees that any Working Capital Lender, Issuing Bank or Swing Line Lender or so purchasing a participation from another Working Capital Lender pursuant to this Section 4.17(a) (Sharing of Payments) may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 11.13 (Right of Set-Off)) with respect to such participation as fully as if such Working Capital Lender, Issuing Bank or Swing Line Lender were the direct creditor of the Borrower in the amount of such participation. The provisions of this Section shall not be construed to apply to any payment by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by any Working Capital Lender as consideration for the assignment or sale of a participation in any of its Loans.

(b) If under any applicable bankruptcy, insolvency or other similar law, any Working Capital Lender, Issuing Bank or Swing Line Lender receives a secured claim in lieu of a setoff to which this Section 4.17 (Sharing of Payments) applies, such Working Capital Lender, Issuing Bank or Swing Line Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Working Capital Lenders, Issuing Banks or the Swing Line Lenders entitled under this Section 4.17 (Sharing of Payments) to share in the benefits of any recovery on such secured claim.

ARTICLE V

TERM SOFR AND TAX PROVISIONS

Section 5.01 Term SOFR Lending Unlawful. In the event that it becomes unlawful or, by reason of a Change in Law, any Working Capital Lender is unable to honor its obligation to make or maintain Term SOFR Loans, then such Working Capital Lender will promptly notify the Borrower of such event (with a copy to the Working Capital Facility Agent and Intercreditor Agent) and such Working Capital Lender’s obligation to make or to continue Term SOFR Loans, or to convert Base Rate Loans into Term SOFR Loans, as the case may be, shall be suspended until such time as such Working Capital Lender may again make and maintain Term SOFR Loans. During such period of suspension, the Loans that would otherwise be made by such Working Capital Lender as Term SOFR Loans shall be made instead by such Working Capital Lender as Base Rate Loans and each Term SOFR Loan made by such Working Capital Lender and outstanding will automatically, on the last day of the then existing Interest Period therefor if such Working Capital Loan may lawfully remain outstanding until the end of such Interest Period, and otherwise immediately, convert into a Base Rate Loan. At the Borrower’s request, each Working Capital Lender shall use reasonable efforts, including using reasonable efforts to designate a different lending office for funding or booking its Working Capital Loans or to assign its rights and obligations under the Finance Documents to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Working Capital Lender, such designation or assignment (i) would eliminate or avoid such illegality and (ii) would not subject such Working Capital Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Working Capital Lender. The Borrower shall pay all reasonable costs and expenses incurred by any Working Capital Lender in connection with any such designation or assignment.

Section 5.02 Inability to Determine Term SOFR. Except as provided in Section 23.25 (Permanent Discontinuation of Term SOFR) of the Common Terms Agreement, if prior to the commencement of any Interest Period for a Term SOFR Loan:

(a) the Working Capital Facility Agent reasonably determines that adequate and reasonable means do not exist for ascertaining Term SOFR for such Interest Period; or

(b) the Working Capital Facility Agent is advised by the Required Working Capital Lenders that such Required Working Capital Lenders have reasonably determined that Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Working Capital Lenders of making or maintaining their Term SOFR Loans for such Interest Period;

then the Working Capital Facility Agent shall give notice thereof to the Borrower and the Working Capital Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Working Capital Facility Agent notifies the Borrower and the Working Capital Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practicable), (i) any Interest Period Notice that requests the conversion of any Working Capital Loan to, or continuation of any Working Capital Loan as, a Term SOFR Loan shall be ineffective and such Working Capital Loan shall be converted to a Base Rate Loan on the last day of the Interest Period applicable thereto, and (ii) if any Working Capital Disbursement Request requests a Term SOFR Loan, such Working Capital Loan shall be made as a Base Rate Loan, or, at the election of the Borrower (upon receipt of the determination to be made by the Required Working Capital Lenders and only if they are able to agree on such a determination), made as a Working Capital Loan bearing interest at such rate as the Required Working Capital Lenders shall determine adequately reflects the costs to the Working Capital Lenders of making such Loans. The Working Capital Facility Agent shall promptly give notice to the Borrower, the Working Capital Lenders and the Intercreditor Agent when the circumstances that gave rise to such notice no longer exist and, in such event, any outstanding Base Rate Loans may be converted, on the last day of the then current Interest Period, to Term SOFR Loans.

Section 5.03 Increased Costs. (a) If any Working Capital Lender, Issuing Bank or Swing Line Lender incurs additional costs or suffers a reduction, in each case, as described in Section 22.1(a) (Increased Costs) of the Common Terms Agreement, the Borrower shall compensate such Working Capital Lender, Issuing Bank or Swing Line Lender in accordance with Section 22.1(a) (Increased Costs) of the Common Terms Agreement (except to the extent the Borrower is excused from payment pursuant to Section 5.04 (Obligation to Mitigate)). In determining the amount of such compensation, such Working Capital Lender, Issuing Bank or Swing Line Lender may, subject to Section 22.1(e) (Increased Costs) of the Common Terms Agreement, use any method of averaging and attribution that it (in its sole discretion) shall deem appropriate.

(b) If any Working Capital Lender, Issuing Bank or Swing Line Lender or any Working Capital Lender’s, Issuing Bank’s or Swing Line Lender’s holding company has suffered, or would suffer, a reduced rate of return as described in Section 22.1(b) (Increased Costs) of the Common Terms Agreement, the Borrower shall compensate such Working Capital Lender, Issuing Bank or Swing Line Lender or (without duplication) such Working Capital Lender’s, Issuing Bank’s or Swing Line Lender’s holding company in accordance with Section 22.1(b) (Increased Costs) of the Common Terms Agreement (except to the extent the Borrower is excused from payment pursuant to Section 5.04 (Obligation to Mitigate)).

(c) To claim any amount under this Section 5.03 (Increased Costs), the Working Capital Facility Agent or a Working Capital Lender, Issuing Bank or Swing Line Lender, as applicable, shall promptly deliver a certificate in accordance with Section 22.1(c) (Increased Costs) of the Common Terms Agreement (with a copy to the Working Capital Facility Agent, if delivered by a Working Capital Lender, Issuing Bank or Swing Line Lender). The Borrower shall pay the Working Capital Facility Agent or Working Capital Lender, Issuing Bank or Swing Line Lender, as applicable, in accordance with Section 22.1(c) (Increased Costs) of the Common Terms Agreement.

(d) Promptly after the Working Capital Facility Agent or Working Capital Lender, Issuing Bank or Swing Line Lender, as applicable, has determined that it will make a request for increased compensation pursuant to this Section 5.03 (Increased Costs), such Person shall notify the Borrower thereof (with a copy to the Working Capital Facility Agent and the Intercreditor Agent). Failure or delay on the part of the Working Capital Facility Agent or Working Capital Lender, Issuing Bank or Swing Line Lender to demand compensation pursuant to this Section 5.03 (Increased Costs) shall not constitute a waiver of such Person’s right to demand such compensation; provided that, the Borrower shall not be required to compensate a Person pursuant to this Section 5.03 (Increased Costs) for any increased costs or reductions outside of the period referred to in Section 22.1(d) (Increased Costs) of the Common Terms Agreement.

(e) Notwithstanding any other provision in this Agreement, no Working Capital Lender, Issuing Bank or Swing Line Lender shall demand compensation pursuant to this Section 5.03 (Increased Costs) in the circumstances described in Section 22.1(e) (Increased Costs) of the Common Terms Agreement.

Section 5.04 Obligation to Mitigate. (a) If any Working Capital Lender, Issuing Bank or Swing Line Lender requests compensation under Section 5.03 (Increased Costs), or if the Borrower is required to pay any additional amount to any Working Capital Lender, Issuing Bank or Swing Line Lender or any Governmental Authority for the account of any Working Capital Lender, Issuing Bank or Swing Line Lender pursuant to Section 5.06 (Taxes), then such Working Capital Lender, Issuing Bank or Swing Line Lender shall have an obligation to mitigate such compensation in accordance with Section 19.5(a) (Mitigation Obligations; Replacement of Lenders) of the Common Terms Agreement.

(b) The Borrower may require a Working Capital Lender, Issuing Bank or Swing Line Lender to assign and delegate (in accordance with and subject to the restrictions contained in Section 11.04 (Assignments)) its interests, rights and obligations under this Agreement and the related Finance Documents in accordance with Section 19.5(c) (Mitigation Obligations; Replacement of Lenders) of the Common Terms Agreement. Nothing in this

Section shall be deemed to prejudice any rights that the Borrower, the Working Capital Facility Agent or any Working Capital Lender, Issuing Bank or Swing Line Lender may have against any Working Capital Lender, Issuing Bank or Swing Line Lender that is a Defaulting Lender. Notwithstanding anything in this section to the contrary, any Working Capital Lender that acts as an Issuing Bank may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Working Capital Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such Issuing Bank or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been made with respect to such outstanding Letter of Credit.

Section 5.05 Funding Losses. In the event of (a) the payment of any principal of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of a Working Capital Facility Event of Default), (b) the conversion of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Term SOFR Loan on the date specified in any notice delivered pursuant hereto (other than through any default by the relevant Working Capital Lender seeking reimbursement) or (d) the assignment of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 5.04 (Obligation to Mitigate) (a “Breakage Event”), then, in any such event, the Borrower shall compensate each Working Capital Lender for the Breakage Costs. Such Breakage Costs shall be determined by the Working Capital Facility Agent based upon the information delivered to it by such Lender. To claim any amount under this Section 5.05 (Funding Losses), the Working Capital Facility Agent shall promptly deliver to the Borrower a certificate setting forth in reasonable detail any amount or amounts that the applicable Working Capital Lender is entitled to receive pursuant to this Section 5.05 (Funding Losses) (including calculations, in reasonable detail, showing how the Working Capital Facility Agent computed such amount or amounts), which certificate shall be based upon the information delivered to the Working Capital Facility Agent by such Working Capital Lender. The Borrower shall pay to the Working Capital Facility Agent for the benefit of the applicable Working Capital Lender the amount due and payable and set forth on any such certificate within thirty (30) days after receipt thereof.

Section 5.06 Taxes. Any and all payments on account of any Working Capital Obligations shall be made in accordance with the provisions of Article 21 (Tax Gross-up and Indemnities) of the Common Terms Agreement.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Section 6.01 Working Capital Closing Date Representations and Warranties of the Loan Parties. Each Loan Party makes the representations and warranties set forth in Section 5.1 of the Common Terms Agreement (Initial Representations and Warranties of the Loan Parties) to each Working Capital Lender, Issuing Bank and Swing Line Lender. Each such representation and warranty is made at the Working Capital Closing Date only.

Section 6.02 Repeated Representations and Warranties of the Loan Parties. Each Loan Party makes the representations and warranties set forth in Section 5.2 of the Common Terms Agreement (Repeated Representations and Warranties of the Loan Parties) to each Working Capital Lender, the relevant Issuing Bank or Swing Line Lender, as applicable. Unless otherwise indicated in the Common Terms Agreement, each such representation and warranty is made at the Working Capital Closing Date and the date of each extension of credit hereunder.

ARTICLE VII

CONDITIONS PRECEDENT

Section 7.01 Conditions to Closing. The occurrence of the Working Capital Closing Date and the effectiveness of the Working Capital Debt Commitments are subject to the satisfaction or waiver of each of the following, and no other conditions precedent, in each case in form and substance reasonably satisfactory to the Working Capital Facility Agent, each Working Capital Lender, each Issuing Bank and each Swing Line Lender:

(a) Working Capital Facility Agreement. Receipt by the Working Capital Facility Agent of executed counterparts of this Agreement in such number as requested by the Working Capital Facility Agent;

(b) Delivery of Finance Documents. Receipt by the Working Capital Facility Agent of true, complete and correct copies of the Stage 3 Finance Documents to which the Working Capital Lenders, the Issuing Banks or the Swing Line Lenders are, or the Working Capital Facility Agent in its capacity as Senior Creditor Group Representative of the Working Capital Lenders, the Issuing Banks and the Swing Line Lenders is, a party (other than the Fee Letters);

(c) Delivery of Consultant Reports. Receipt by the Working Capital Facility Agent of a true, complete and correct copy of (i) the due diligence report of the Independent Engineer, dated as of May 14, 2022, with respect to the Xxxxx 0 Xxxxxxxxxxx, (xx) the due diligence report prepared by the Market Consultant dated as of April 2022, with respect to the Stage 3 Development, as well as Addenda 1 and 2 thereto (iii) a due diligence report from the Insurance Advisor dated as of April 21, 2022 confirming that the insurance policies to be provided in compliance with Section 12.28 (Insurance Covenant) of the Common Terms Agreement conform to the insurance requirements of Schedule L (Schedule of Minimum Insurance) of the Common Terms Agreement, and (iv) a due diligence report prepared by the Environmental and Social Consultant as of May, 2022 with respect to compliance with Environmental and Social Standards, as well as Addendum 1 thereto.

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

(e) Opinions from Counsel. Receipt by the Working Capital Facility Agent and the Working Capital Lenders of customary legal opinions, in each case in form, scope and substance reasonably satisfactory to the Working Capital Facility Agent;

(f) Officer’s Certificates. Receipt by the Working Capital Facility Agent of a copy of a duly executed certificate of the Loan Parties:

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

(ii) attaching copies of resolutions approving the Loan Parties’ entry into the Working Capital Facility Agreement and other Stage 3 Finance Documents (and certifying that such resolutions have not been revoked or amended since the date of adoption thereof);

(iii) attaching incumbency certificates in respect of signatories; and

(iv) certifying that the conditions in clauses (j) (Representations and Warranties) and (n) (No Material Litigation) below have been met;

(g) Good Standing Certificates. Receipt by the Working Capital Facility Agent of satisfactory evidence, including certificates of good standing, dated (unless otherwise agreed by the Working Capital Facility Agent) no more than five (5) Business Days prior to the Working Capital Closing Date, from the Secretaries of State of the State of Texas and the State of Delaware, as applicable, of the authority of each Loan Party to carry on its business;

(h) Fee Letters. Receipt by each Working Capital Lender, each Swing Line Lender and the Working Capital Facility Agent of executed counterparts of the Fee Letters to which it is a party;

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

(j) Representations and Warranties. Each of the representations and warranties set forth in Section 6.01 (Working Capital Closing Date Representations and Warranties of the Loan Parties) and Section 6.02 (Repeated Representations and Warranties of the Loan Parties) are true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as to such Loan Party on and as of the Working Capital Closing Date as if made on and as of the Working Capital Closing Date (or, if stated to have been made solely as of an earlier date, as of such earlier date);

(k) No Material Project Agreement Default. Receipt by the Working Capital Facility Agent of a certification from the Borrower that, as of the Working Capital Closing Date, no material default has occurred and is continuing under any Material Project Agreement;

(l) Know Your Customer Requirements. Receipt by the Working Capital Facility Agent and each of the Working Capital Lenders and the Issuing Banks and the Swing Line Lenders, at least five (5) Business Days prior to the Working Capital Closing Date (other than with respect to corporate resolutions and incumbency, which shall be delivered on the Working Capital Closing Date), with respect to each of the Loan Parties, Holdco and the Sponsor, of a certified electronic copy of each of the documents listed in Schedule E (Know Your Customer Documentation) of the Common Terms Agreement that are required in order for each Working Capital Lender to carry out all necessary “know your customer” or similar requirements, and such other information that may reasonably be required by each Issuing Bank or each Swing Line Lender or each Working Capital Lender to address such requirements to the extent of any change in law or internal compliance policies and procedures of such Working Capital Lender, since the date of the Common Terms Agreement, including those reasonably required to ensure compliance with anti-money laundering procedures in its relevant jurisdiction, in each case to the extent not otherwise delivered to the relevant Working Capital Lender at or prior to the execution of this Agreement (and provided that any subsequent changes in such documents or updates to information contained therein shall be so delivered in accordance with this clause (l));

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

(i) completed requests for information or copies of the UCC search reports and tax lien, judgment and litigation search reports for the State of Delaware and the State of Texas, and if applicable, San Xxxxxxxx County and Nueces County, and any other jurisdiction reasonably requested by any of the Facility Agents that name any Loan Party or Holdco as debtors, together with copies of each UCC financing statement, fixture filing or other filings listed therein, which evidences no Liens on the Collateral, other than Permitted Liens; all dated within fifteen (15) Business Days prior to the Working Capital Closing Date; and

(ii) UCC financing statements, fixture filings or other filings reflecting the Liens granted pursuant to the Common Security and Account Agreement and the other Security Documents, to the extent such filings were not previously delivered to the Working Capital Facility Agent;

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

(o) Exit Consent. Receipt by the Working Capital Facility Agent of a copy of each of the WCFA Assignment and Assumption Agreements; and

(p) Notes. Receipt by the Working Capital Lenders of any notes requested as of the Working Capital Closing Date.

Section 7.02 Conditions to Each Working Capital Borrowing. The obligation of (i) any Issuing Bank to issue Letters of Credit (or extend the maturity thereof (other than any automatic extension thereunder) or modify or amend the terms thereof), (ii) the Working Capital Lenders to make available Working Capital Loans, and (iii) the Swing Line Lender to make available Swing Line Loans is subject to the satisfaction of each of the following conditions, in each case to the satisfaction of the Required Working Capital Lenders and, in the case of Letters of Credit and the Swing Line Loans, the relevant Issuing Bank and Swing Line Lender, as applicable, unless, in each case, waived by the Required Working Capital Lenders, the Swing Line Lender and the relevant Issuing Bank, as applicable:

(a) Working Capital Disbursement Request / Request for Issuance. Receipt by the Working Capital Facility Agent, and in the case of Letters of Credit, the applicable Issuing Bank, and in the case of the Swing Line Loans, the Swing Line Lender of:

(i) in the case of Letters of Credit only, a duly executed Request for Issuance, as required by and in accordance with, and meeting the requirements of, Section 3.02(a) (Letters of Credit) (other than in the case of the Letters of Credit described in Section 3.08 (Existing Letters of Credit));

(ii) in the case of Working Capital Loans only, a duly executed Working Capital Disbursement Request, as required by and in accordance with, and meeting the requirements of, Section 2.03 (Procedures for Requesting Working Capital Borrowings); and

(iii) in the case of Swing Line Loans only, a duly executed Working Capital Disbursement Request, as required by and in accordance with, and meeting the requirements of, Section 2.07 (Swing Line Loans);

(b) Repeated Representations and Warranties. Each of the representations and warranties set forth in Section 6.02 (Repeated Representations and Warranties of the Loan Parties) is true and correct in all material respects except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects, as

to such Loan Party, on and as of the date of the extension of credit as if made on and as of the date of the extension of credit (or, if stated to have been made solely as of an earlier date, as of such earlier date) and the Working Capital Facility Agent has received a certificate of the Borrower certifying that the condition in this Section 7.02(b) (Conditions to Each Working Capital Borrowing) has been met;

(c) Absence of Default. No Unmatured Working Capital Facility Event of Default or Working Capital Facility Event of Default has occurred and is Continuing on such date;

(d) Collateral. The Collateral is subject to a first priority Lien (subject only to Permitted Liens) established pursuant to the Security Documents; and

(e) Fees; Expenses. In the case of the initial Advance under this Agreement, payment of, or issuance of irrevocable instructions to the Account Bank for payment out of the applicable Account of the Borrower or the Working Capital Facility Agent for payment out of the proceeds of the initial Advance, as applicable, from the Borrower to pay to the Working Capital Facility Agent for its own account, or for the account of the relevant Working Capital Lenders, Issuing Banks and Swing Line Lenders entitled thereto, all fees due and payable as of the date of such initial Advance pursuant to Section 4.15 (Fees), and all costs and expenses (including costs, fees and expenses of legal counsel and Consultants) payable thereunder in respect of which reasonably detailed invoices have been presented to the Borrower at least three Business Days prior to the Working Capital Closing Date.

ARTICLE VIII

COVENANTS

Section 8.01 Use of Proceeds. The Loan Parties shall use the proceeds of the Loans and Letters of Credit issued hereunder for (a) the payment of transaction fees and expenses in connection with the entry into this Agreement, (b) payment of gas purchase, transportation and storage expenses (including to meet credit support requirements under gas purchase, transportation or storage agreements), (c) funding of debt service reserves and (d) working capital and other general corporate purposes; provided that, no more than $300,000,000 may be used for the purposes set forth in clause (d) above (the “General Corporate Purposes Sublimit”).

Section 8.02 Covenants. The Loan Parties shall be required to comply with each of the covenants applicable to the Loan Parties in the Common Terms Agreement, each of which is incorporated by reference herein and applies mutatis mutandis hereunder; provided that the use of proceeds covenant set forth in Section 8.01 (Use of Proceeds) hereof shall apply to Working Capital Loans and the Swing Line Loans drawn under this Agreement instead of the covenant in Section 12.1 (Use of Proceeds) of the Common Terms Agreement.

ARTICLE IX

DEFAULT AND ENFORCEMENT

Section 9.01 Events of Default. The occurrence of any Loan Facility Event of Default under Section 15.1 (Loan Facility Events of Default) of the Common Terms Agreement shall constitute an event of default under this Agreement, subject to all of the relevant provisions of the Common Terms Agreement.

Section 9.02 Reserved.

Section 9.03 Acceleration Upon Bankruptcy. If any Working Capital Facility Event of Default described in Section 15.1(d) (Loan Facility Events of Default – Bankruptcy) of the Common Terms Agreement occurs, all outstanding Working Capital Debt Commitments, if any, shall automatically terminate and the outstanding principal amount of the outstanding Working Capital Loans, LC Loans, Swing Line Loans and all other Working Capital Obligations shall automatically be and become immediately due and payable, in each case without notice, demand or further act of the Working Capital Facility Agent, the Working Capital Lenders, the Issuing Banks, the Swing Line Lenders, the Intercreditor Agent, the Security Trustee or any other Working Capital Secured Party in accordance with Section 16.1(b) (Facility Lender Remedies for Loan Facility Declared Events of Default – Initiating Percentage for Enforcement Action with Respect to Collateral) of the Common Terms Agreement.

Section 9.04 Action Upon Event of Default. (a) If any Working Capital Facility Event of Default under the Common Terms Agreement or this Agreement occurs and is Continuing, the Working Capital Lenders, the Issuing Banks and the Swing Line Lenders may, by decision of the Required Working Capital Lenders (i) instruct the Working Capital Facility Agent, as Senior Creditor Group Representative for the Working Capital Lenders, the Issuing Banks and the Swing Line Lenders, to further instruct the Intercreditor Agent to declare that a Working Capital Facility Declared Default has occurred under this Agreement in accordance with Section 15.2(a) (Declaration of Loan Facility Declared Default) of the Common Terms Agreement and (ii) thereafter, subject to the Intercreditor Agreement and the Common Security and Account Agreement, exercise, or instruct the Intercreditor Agent to exercise, any Enforcement Action provided under Section 16.1 (Facility Lender Remedies for Loan Facility Declared Events of Default) of the Common Terms Agreement (including, subject to the Common Terms Agreement and the Common Security and Account Agreement, requiring the Borrower to deposit with the Working Capital Facility Agent an amount in the XX Xxxx Collateral Account equal to the aggregate maximum amount available to be drawn under all Letters of Credit then outstanding), each of which is incorporated by reference and shall apply mutatis mutandis to this Section 9.04 (Action Upon Event of Default) as if fully set forth herein, provided that nothing herein shall, upon the occurrence of a Working Capital Facility Event of Default described in Section 15.1(d) (Loan Facility Events of Default – Bankruptcy) of the Common Terms Agreement require any certification, declaration or other notice prior to the deemed declaration of such Working Capital Facility Declared Default or the acceleration of the Working Capital Loans, LC Loans and the Swing Line Loans in connection with the occurrence thereof as provided under Section 16.1(b) (Facility Lender Remedies for Loan Facility Declared Events of Default – Initiating Percentage for Enforcement Action with Respect to Collateral) of the Common Terms Agreement.

(b) Subject to Section 10.5 (Certain Agreements with Respect to Bankruptcy) of the Common Security and Account Agreement, following commencement of any Bankruptcy Proceeding by or against the Loan Parties or Holdco, any Working Capital Lender, any Issuing Bank or any Swing Line Lender may: (1) file a claim or statement of interest with respect to (and to the extent of) the Senior Debt Obligations (if any) owed by such person to such Working Capital Lender, Issuing Bank or Swing Line Lender in accordance with the Finance Documents, (2) vote on any plan of reorganization and (3) make other filings, arguments, objections and motions in connection with such Bankruptcy Proceeding, in each case in accordance with the terms of the Finance Documents (other than any requirement for an intercreditor vote to take such action).

(c) Any termination and acceleration made pursuant to this Section 9.04 (Action Upon Event of Default) and Section 16.1(a)(ii) (Enforcement Action) of the Common Terms Agreement may, should the Required Working Capital Lenders in their sole and absolute discretion so elect, be rescinded by written notice to the Borrower at any time after the principal of the Working Capital Loans, LC Loans and Swing Line Loans has become due and payable, but before any judgment or decree for the payment of the monies so due, or any part thereof, has been entered; provided that, no such rescission or annulment shall extend to or affect any subsequent Working Capital Facility Event of Default or impair any right consequent thereon.

(d) An event of default under this Working Capital Facility Agreement shall be deemed to be declared, in respect of any Working Capital Facility Event of Default referred to in Section 15.1(d) (Loan Facility Events of Default – Bankruptcy) of the Common Terms Agreement, immediately and automatically upon its occurrence, without the requirement for any certification, declaration or other notice from a Working Capital Lender, an Issuing Bank, a Swing Line Lender, the Intercreditor Agent or any Senior Creditor in accordance with Section 15.2(a) (Declaration of Loan Facility Declared Default) of the Common Terms Agreement.

(e) Promptly after any Working Capital Lender, any Issuing Bank or any Swing Line Lender obtains knowledge of any Working Capital Facility Event of Default, such Working Capital Lender, Issuing Bank or Swing Line Lender shall notify the Working Capital Facility Agent in writing of such Working Capital Facility Event of Default, which notice shall describe such Working Capital Facility Event of Default in reasonable detail (including the date of occurrence of the same), specifically refer to this Section 9.04(e) (Action Upon Event of Default) and indicate that such notice is a notice of default.

Section 9.05 Cash Collateralization of Letters of Credit. Subject to the Common Terms Agreement and the Common Security and Account Agreement:

(a) Amounts held in the XX Xxxx Collateral Account shall be the property of the Working Capital Facility Agent for the benefit of the Issuing Banks and Working Capital Lenders and shall be applied by the Working Capital Facility Agent to the repayment of LC Loans deemed made under any Letters of Credit.

(b) The balance, if any, in the XX Xxxx Collateral Account, after (x) all Letters of Credit shall have expired or been fully drawn upon and (y) giving effect to the payment of any LC Loans pursuant to Section 9.05(a) (Cash Collateralization of Letters of Credit), shall be applied to repay the other Working Capital Obligations according to Section 9.06 (Application of Proceeds).

Section 9.06 Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Working Capital Facility Agent from the Security Trustee after the occurrence and during the continuance of a Working Capital Facility Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Working Capital Facility Agent against the Working Capital Obligations in accordance with Section 6.7(b) (Enforcement Proceeds Account) of the Common Security and Account Agreement (but without prejudice to the right of the Working Capital Lenders, the Issuing Banks or the Swing Line Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower).

Section 9.07 Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, if any Working Capital Lender becomes a Defaulting Lender, then, until such time as such Working Capital Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(a) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Working Capital Lenders.

(b) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Working Capital Facility Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) shall be applied at such time or times as may be determined by the Working Capital Facility Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Working Capital Facility Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or Swing Line Lender hereunder; third, to cash collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Unmatured Working Capital Facility Event of Default or Working Capital Facility Event of Default exists), to the funding of any Working Capital Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Working Capital Facility Agent; fifth, if so determined by the Working Capital Facility Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Working Capital Loans under this Agreement and (y) cash collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 3.03(e) (Reimbursement to Issuing Banks); sixth, to the payment of any amounts owing to the Working Capital Lenders, the Issuing Banks or Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Working Capital Lender, the Issuing Banks or Swing Line Lenders against such Defaulting Lender as a result of such Defaulting Lender’s

breach of its obligations under this Agreement; seventh, so long as no Unmatured Working Capital Facility Event of Default or Working Capital Facility Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Working Capital Loans or LC Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Working Capital Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 7.02 (Conditions to Each Working Capital Borrowing) were satisfied or waived, such payment shall be applied solely to pay the Working Capital Loans of, and LC Loans owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Working Capital Loans of, or LC Loans owed to, such Defaulting Lender until such time as all Working Capital Loans and funded and unfunded participations in LC Loans and Swing Line Loans are held by the Working Capital Lenders pro rata in accordance with the Working Capital Debt Commitments without giving effect to Section 9.07(d) (Defaulting Lenders). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 9.07(b) (Defaulting Lenders) shall be deemed paid to and redirected by such Defaulting Lender, and each Working Capital Lender irrevocably consents hereto.

(c) Certain Fees. (i) No Defaulting Lender shall be entitled to receive any Fees for any period during which that Working Capital Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(ii) With respect to any Fee not required to be paid to any Defaulting Lender pursuant to clause (c) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in LC Loans or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (d) below, (y) pay to each Issuing Bank and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s or Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(d) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in LC Loans and Swing Line Loans shall be reallocated among the Working Capital Lenders that are Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Working Capital Debt Commitment) but only to the extent that such reallocation does not cause the Working Capital Loans of any such Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Working Capital Debt Commitment. Subject to Section 11.23 (Acknowledgment and Consent to Bail-In of Affected Financial Institutions), no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Working Capital Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(e) Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, cash collateralize the Issuing Banks’ Fronting Exposure in accordance with the procedures set forth in Section 3.03(e) (Reimbursement to Issuing Banks).

(f) Defaulting Lender Cure. If the Borrower, the Working Capital Facility Agent and each Swing Line Lender and Issuing Bank agree in writing that a Working Capital Lender is no longer a Defaulting Lender, the Working Capital Facility Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Working Capital Lender will, to the extent applicable, purchase at par that portion of outstanding Working Capital Loans of the other Working Capital Lenders or take such other actions as the Working Capital Facility Agent may determine to be necessary to cause the Working Capital Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held pro rata by the Working Capital Lenders in accordance with the Working Capital Debt Commitments (without giving effect to Section 9.07(d) (Defaulting Lenders)), whereupon such Working Capital Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Working Capital Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Working Capital Lender will constitute a waiver or release of any claim of any party hereunder arising from that Working Capital Lender’s having been a Defaulting Lender.

(g) New Swing Line Loans/Letters of Credit. So long as any Working Capital Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan and (ii) no Issuing Bank shall be required to issue, extend, increase, reinstate or renew any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

ARTICLE X

THE WORKING CAPITAL FACILITY AGENT

Section 10.01 Appointment and Authority.

(a) Each of the Working Capital Lenders, Issuing Banks and Swing Line Lenders hereby appoints, designates and authorizes The Bank of Nova Scotia as its Working Capital Facility Agent under and for purposes of each Finance Document to which the Working Capital Facility Agent is a party, and in its capacity as the Working Capital Facility Agent, to act on its behalf as Senior Creditor Group Representative and the Designated Voting Party (as

defined in the Intercreditor Agreement) for the Working Capital Lenders, the Issuing Banks and the Swing Line Lenders. The Bank of Nova Scotia hereby accepts this appointment and agrees to act as the Working Capital Facility Agent for the Working Capital Lenders, the Issuing Banks and the Swing Line Lenders in accordance with the terms of this Agreement. Each of the Working Capital Lenders, Issuing Banks and the Swing Line Lenders hereby appoints and authorizes the Working Capital Facility Agent to execute and enter into each of the Common Terms Agreement, Intercreditor Agreement and Common Security and Account Agreement on behalf of each Working Capital Lender, Issuing Bank and Swing Line Lender, in its name, place and stead, to bind it to the representations, warranties, terms and conditions contained therein and to act on behalf of such Working Capital Lender, Issuing Banks or Swing Line Lender under each Finance Document to which it is a party and in the absence of other written instructions from the Required Working Capital Lenders received from time to time by the Working Capital Facility Agent (with respect to which the Working Capital Facility Agent agrees that it will comply, except as otherwise provided in this Section 10.01 (Appointment and Authority) or as otherwise advised by counsel, and subject in all cases to the terms of the Intercreditor Agreement), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Working Capital Facility Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Where the Working Capital Facility Agent is required or permitted to act under this Agreement or under any other Finance Document, the Working Capital Facility Agent shall, notwithstanding anything herein or therein to the contrary, (i) be entitled to request instruction or direction in respect of any such rights, powers and discretions or clarification of any written instruction received by it, as to whether, and in what manner, it should exercise or refrain from exercising its rights, powers and discretions and (ii) unless the terms of the agreement unambiguously mandate the action, may refrain from acting (and will incur no liability in refraining to act) until that direction, instruction or clarification is received by it from the relevant parties or from a court of competent jurisdiction. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Working Capital Facility Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Government Rule. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) Except to the extent that the Working Capital Facility Agent is acting on express instructions, the Working Capital Facility Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of his or her own affairs (taking into account the interests of all the Working Capital Lenders, the Issuing Banks and the Swing Line Lenders benefiting from this Agreement). Nothing in this Agreement or any other Finance Document shall, in any case in which the Working Capital Facility Agent has failed to show such degree of care and skill, exempt the Working Capital Facility Agent from or indemnify it against any liability arising out of its own gross negligence, fraud or willful misconduct in relation to its duties under this Agreement or any other Finance Document as determined by a court of competent jurisdiction in a final non-appealable judgment.

(c) The Working Capital Facility Agent may not begin any legal action or proceeding in the name of a Working Capital Lender, an Issuing Bank or a Swing Line Lender, except as specifically permitted under the terms of this Agreement or the other Finance Documents.

(d) The provisions of this Article X (THE WORKING CAPITAL FACILITY AGENT) are solely for the benefit of the Working Capital Facility Agent and the Working Capital Lenders, the Issuing Banks and the Swing Line Lenders, and neither the Borrower nor any other Person shall have rights as a third party beneficiary of any of such provisions other than the Borrower’s rights under Section 10.07(a) and (b) (Resignation or Removal of Working Capital Facility Agent).

Section 10.02 Rights as a Working Capital Lender or Hedging Bank. Each Person serving as the Working Capital Facility Agent hereunder or under any other Finance Document shall have the same rights and powers in its capacity as a Facility Lender or Hedging Bank, as the case may be, as any other Facility Lender or Hedging Bank, as the case may be, and may exercise the same as though it were not the Working Capital Facility Agent. Each such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or Affiliates of the Borrower as if such Person were not the Working Capital Facility Agent hereunder and without any duty to account therefor to the Working Capital Lenders, the Issuing Banks or the Swing Line Lenders.

Section 10.03 Exculpatory Provisions. (a) The Working Capital Facility Agent shall not have any duties or obligations except those expressly set forth herein and in the other Finance Documents. Without limiting the generality of the foregoing, the Working Capital Facility Agent shall not:

(i) be subject to any fiduciary or other implied duties (except for an implied covenant of good faith), regardless of whether a Working Capital Facility Event of Default or Unmatured Working Capital Facility Event of Default has occurred and is Continuing;

(ii) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Finance Documents that the Working Capital Facility Agent is required to exercise as directed in writing by the Required Working Capital Lenders (or such other number or percentage of the Working Capital Lenders, Issuing Banks or Swing Line Lender as shall be expressly provided for herein or in the other Finance Documents); provided that, the Working Capital Facility Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Working Capital Facility Agent to liability or that is contrary to any Finance Document or applicable Government Rule; or

(iii) except as expressly set forth herein and in the other Finance Documents, have any duty to disclose, nor shall the Working Capital Facility Agent be liable for any failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Working Capital Facility Agent or any of its Affiliates in any capacity.

(b) The Working Capital Facility Agent shall not be liable for any action taken or not taken by it (i) with the prior written consent or at the request of the Required Working Capital Lenders (or such other number or percentage of the Working Capital Lenders, Issuing Banks or Swing Line Lender as may be necessary, or as the Working Capital Facility Agent may believe in good faith to be necessary, under the circumstances as provided in Section 11.01 (Decisions; Amendments; Etc.)) or (ii) in the absence of its own gross negligence, fraud or willful misconduct. The Working Capital Facility Agent shall not be deemed to have knowledge or notice of the occurrence of any Working Capital Facility Event of Default unless the Working Capital Facility Agent has received a written notice in accordance with Section 9.04(d) (Action Upon Event of Default) or with Section 2.4(d) (Defaults) of the Intercreditor Agreement or from the Intercreditor Agent, the Loan Parties, Holdco or a Senior Creditor Group Representative referring to this Working Capital Facility Agreement, describing events or actions constituting a Working Capital Facility Event of Default and indicating that such notice is a notice of default. If the Working Capital Facility Agent receives such a notice of the occurrence of any Working Capital Facility Event of Default, the Working Capital Facility Agent shall give notice thereof to the Working Capital Lenders, the Issuing Banks, the Swing Line Lenders and the Intercreditor Agent. Subject to Section 16 (Common Remedies and Enforcement) of the Common Terms Agreement, the Working Capital Facility Agent shall take such action with respect to such Working Capital Facility Event of Default as is provided in Article IX (Default and Enforcement).

(c) The Working Capital Facility Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Finance Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence or Continuance of any Working Capital Facility Event of Default or Unmatured Working Capital Facility Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Finance Document or any other agreement, instrument or document, or the perfection or priority of any Lien or security interest created or purported to be created by any Security Document, (v) the nature or sufficiency of any payment received by the Working Capital Facility Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, or (vi) the satisfaction of any condition set forth in Article VII (Conditions Precedent) or elsewhere herein, other than to confirm receipt of any items expressly required to be delivered to the Working Capital Facility Agent, except those irregularities or errors of which the Working Capital Facility Agent has actual knowledge, and provided that nothing herein shall constitute a waiver by any Loan Party or any Working Capital Lender, any Issuing Bank or any Swing Line Lender of any of their rights against the Working Capital Facility Agent as a result of its gross negligence, fraud or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment. If any remittance or communication received by the Working Capital Facility Agent appears manifestly erroneous or irregular to the Working Capital Facility Agent, it shall be under a duty to make prompt inquiry to the Person originating such remittance or communication in order to determine whether a clerical error or inadvertent mistake has occurred.

(d) The Working Capital Facility Agent shall not be liable to the Loan Parties for any breach by any Working Capital Lender, any Issuing Bank or any Swing Line Lender of this Agreement or any other Finance Document (other than by the Working Capital Facility Agent’s own gross negligence, willful misconduct or fraud as determined by a court of competent jurisdiction in a final and nonappealable judgment) or be liable to any Working Capital Lender, any Issuing Bank or any Swing Line Lender for any breach by any Loan Party of this Agreement or any other Finance Document.

(e) The interest rate on a Working Capital Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 23.25 (Permanent Discontinuation of Term SOFR) of the Common Terms Agreement provides a mechanism for determining an alternative rate of interest. The Working Capital Facility Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Working Capital Facility Agent and its Affiliates and/or other related Persons may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Working Capital Facility Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Working Capital Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service

Section 10.04 Reliance by Working Capital Facility Agent. (a) The Working Capital Facility Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Working Capital Facility Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Working Capital Loan or Swing Line Loan or issuance of a Letter of Credit that by its terms must be fulfilled to the satisfaction of each Working Capital Lender, each Issuing Bank, each Swing Line Lender or the Required Working Capital Lenders (as applicable), the Working

Capital Facility Agent may presume that such condition is satisfactory to such Working Capital Lender, Issuing Bank, Swing Line Lender or the Required Working Capital Lenders, as the case may be, unless the Working Capital Facility Agent has received notice to the contrary from such Working Capital Lender, Issuing Bank, Swing Line Lender or the Intercreditor Agent prior to the making of such Working Capital Loan or Swing Line Loan or issuance of such Letter of Credit. The Working Capital Facility Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Working Capital Facility Agent shall not be responsible for the negligence or misconduct of any legal counsel, independent accountants and other experts selected by it in good faith, and shall not be required to make any investigation as to the accuracy or sufficiency of any such advice or services; provided that, nothing herein shall constitute a waiver by the Loan Parties or the Working Capital Lenders, the Issuing Banks or the Swing Line Lenders of any of their rights against (A) the Working Capital Facility Agent as a result of its gross negligence, fraud or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment or (B) such counsel, accountants or other experts.

(b) Each Loan Party and each Working Capital Lender, each Issuing Bank and each Swing Line Lender shall deliver to the Working Capital Facility Agent (or, in the case of the Loan Parties, deliver to the Intercreditor Agent for delivery to each Facility Agent) a list of authorized signatories, together, in the case of the Loan Parties, with a certificate of an officer of such party certifying the names and true signatures of such authorized signatories who are authorized to sign any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent, agreement or other document or communication furnished to the Working Capital Facility Agent hereunder or under the other Finance Documents and the Working Capital Facility Agent shall be entitled to rely conclusively on such list until a new list is furnished by a Loan Party or a Working Capital Lender, an Issuing Bank or a Swing Line Lender, as the case may be, to the Working Capital Facility Agent (or, in the case of the Loan Parties, to the Intercreditor Agent for delivery to each Facility Agent).

Section 10.05 Delegation of Duties. The Working Capital Facility Agent may perform any and all of its duties and exercise any and all its rights and powers hereunder or under any other Finance Document by or through any one or more sub-agents appointed by the Working Capital Facility Agent. The Working Capital Facility Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article X (The Working Capital Facility Agent) shall apply to any such sub-agent and to the Related Parties of the Working Capital Facility Agent, and shall apply to all of their respective activities in connection with their acting as or for the Working Capital Facility Agent. The Working Capital Facility Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Working Capital Facility Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Section 10.06 Indemnification by the Working Capital Lenders. Without limiting the obligations of the Loan Parties hereunder or under the other Finance Documents, each Working Capital Lender agrees that it shall, from time to time on demand by the Working Capital Facility Agent, indemnify the Working Capital Facility Agent and its Related Parties (ratably in

accordance with its then applicable proportionate share) for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable legal fees) or disbursements of any kind or nature whatsoever, which may at any time be imposed on, incurred by or asserted against the Working Capital Facility Agent or any of its Related Parties in any way relating to or arising out of this Agreement, the other Finance Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof or of any such other documents; provided, however, that no Working Capital Lender shall be liable for any of the foregoing to the extent they arise solely from the Working Capital Facility Agent’s gross negligence, fraud or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Working Capital Facility Agent shall be fully justified in taking, refusing to take or continuing to take any action hereunder unless it shall first be indemnified to its satisfaction by the Working Capital Lenders against any and all liability and expense which may be incurred by it by reason of taking, refusing to take or continuing to take any such action. Without limitation of the foregoing, each Working Capital Lender agrees to reimburse, ratably in accordance with all its Working Capital Debt Commitments, the Working Capital Facility Agent promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by the Working Capital Facility Agent in connection with the preparation, execution, administration, amendment, waiver, modification or enforcement of, or legal advice in respect of rights or responsibilities under, the Finance Documents, to the extent that the Working Capital Facility Agent is not reimbursed promptly for such expenses by the Loan Parties in accordance with the Finance Documents; provided that, upon recovery of any or all of such costs and expenses by the Working Capital Facility Agent from the Loan Parties, the Working Capital Facility Agent shall remit to each Working Capital Lender that has paid such costs and expenses to the Working Capital Facility Agent pursuant to this Section 10.06 (Indemnification by the Working Capital Lenders) its ratable share of such amounts so recovered. The obligation of the Working Capital Lenders to make payments pursuant to this Section 10.06 (Indemnification by the Working Capital Lenders) is several and not joint or joint and several, and the same shall survive the payment in full of the Working Capital Obligations and the termination of this Agreement and the other Finance Documents.

Section 10.07 Resignation or Removal of Working Capital Facility Agent.

(a) The Working Capital Facility Agent may resign from the performance of all its functions and duties hereunder and under the other Finance Documents at any time by giving thirty (30) days’ prior notice to the Borrower and the Working Capital Lenders, the Issuing Banks and the Swing Line Lenders. The Working Capital Facility Agent may be removed at any time (i) by the Required Working Capital Lenders for such Person’s gross negligence, fraud or willful misconduct or (ii) by the Borrower, with the consent of the Required Working Capital Lenders, for such Person’s gross negligence, fraud or willful misconduct. In the event The Bank of Nova Scotia is no longer the Working Capital Facility Agent, any successor Working Capital Facility Agent may be removed at any time with cause by the Required Working Capital Lenders. Any such resignation or removal shall take effect upon the appointment of a successor Working Capital Facility Agent, in accordance with this Section 10.07 (Resignation or Removal of Working Capital Facility Agent) and Section 19.3 (Replacement of Facility Agents) of the Common Terms Agreement.

(b) Upon any notice of resignation by the Working Capital Facility Agent or upon the removal of the Working Capital Facility Agent by the Required Working Capital Lenders, or by the Borrower with the approval of the Required Working Capital Lenders pursuant to Section 10.07(a) (Resignation or Removal of Working Capital Facility Agent), the Required Working Capital Lenders shall appoint a successor Working Capital Facility Agent, hereunder and under each other Finance Document to which the Working Capital Facility Agent is a party, such successor Working Capital Facility Agent to be a commercial bank or financial institution having combined capital and surplus of at least $1,000,000,000; provided that, if no Working Capital Facility Event of Default or Unmatured Working Capital Facility Event of Default shall then be Continuing, the appointment of a successor Working Capital Facility Agent shall also be subject to the prior written consent of the Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed). The fees payable by the Borrower to a successor Working Capital Facility Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.

(c) If no successor Working Capital Facility Agent shall have been so appointed and shall have accepted such appointment within sixty (60) days after (i) the retiring Working Capital Facility Agent gives notice of its resignation or (ii) the date fixed for such removal, as applicable, the Working Capital Facility Agent shall, at the expense of the Loan Parties, petition any court of competent jurisdiction in the United States for the appointment of a successor Working Capital Facility Agent. Such court may thereupon, after such notice, if any, as it may prescribe, appoint a successor Working Capital Facility Agent. If no successor Working Capital Facility Agent shall have been so appointed in accordance with clauses (a) and (b) above or (A) this clause (c) and shall have accepted such appointment within ninety (90) days or (B) in the case of this clause (c) if the Working Capital Facility Agent, acting reasonably, cannot determine a court of competent jurisdiction in the United States that will consider the petition contemplated in this clause (c) within sixty (60) days, in each case after (x) the retiring Working Capital Facility Agent gives notice of its resignation or (y) the date fixed for such removal, as applicable, the Working Capital Facility Agent may, at the expense of the Loan Parties, appoint a successor Working Capital Facility Agent meeting the criteria set forth in Section 10.07(b) (Resignation or Removal of Working Capital Facility Agent); provided that, if no Working Capital Facility Event of Default shall then be Continuing, the appointment of such successor Working Capital Facility Agent shall also be subject to the prior written consent of the Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed); provided, further, that if no successor Working Capital Facility Agent shall have been so appointed by the Working Capital Facility Agent within thirty (30) days after the termination of such 90-day period, the Loan Parties may appoint a successor Working Capital Facility Agent with the consent of the Required Working Capital Lenders (such consent not to be unreasonably withheld or delayed).

(d) Upon the acceptance of a successor’s appointment as Working Capital Facility Agent hereunder and compliance with the provisions of Section 19.3 (Replacement of Facility Agents) of the Common Terms Agreement, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Working Capital Facility Agent, and the retiring (or removed) Working Capital Facility Agent shall be discharged from all of its duties and obligations hereunder or under the other Finance Documents. After the retirement or removal of the Working Capital Facility Agent hereunder

and under the other Finance Documents, the provisions of this Article X (The Working Capital Facility Agent) and Section 11.07 (Indemnification by the Borrower) shall continue in effect for the benefit of such retiring (or removed) Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Person was acting in its capacity as Working Capital Facility Agent.

(e) Notwithstanding anything in this Agreement, no resignation or, as the case may be, removal of the Working Capital Facility Agent shall be effective until the following conditions are satisfied:

(i) the Working Capital Facility Agent has transferred to its successor all the rights and obligations in its capacity as Working Capital Facility Agent under this Working Capital Facility Agreement, the Common Terms Agreement and the other Finance Documents to which it is party as the Working Capital Facility Agent; and

(ii) the requirements of Section 19.3 (Replacement of Facility Agents) of the Common Terms Agreement have been satisfied.

Section 10.08 No Amendment to Duties of Working Capital Facility Agent Without Consent. The Working Capital Facility Agent shall not be bound by any waiver, amendment, supplement or modification of this Agreement or any other Finance Document that affects its rights or duties hereunder or thereunder unless such Working Capital Facility Agent shall have given its prior written consent, in its capacity as Working Capital Facility Agent thereto.

Section 10.09 Non-Reliance on Working Capital Facility Agent and Working Capital Lenders, Issuing Banks and Swing Line Lender. Each of the Working Capital Lenders, Issuing Banks and Swing Line Lenders acknowledges that neither the Working Capital Facility Agent nor any Joint Lead Arranger has made any representation or warranty to it, and that no act by the Working Capital Facility Agent or any Joint Lead Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Working Capital Facility Agent or any Joint Lead Arranger as to any matter, including whether the Working Capital Facility Agent or any Joint Lead Arranger have disclosed material information in their (or their Related Parties’) possession. Each Working Capital Lender represents to the Working Capital Facility Agent and each Joint Lead Arranger that it has, independently and without reliance upon the Working Capital Facility Agent, any Joint Lead Arranger, any other Working Capital Lender, Issuing Bank or Swing Line Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, and all Governmental Rules relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and make its extensions of credit. Each of the Working Capital Lenders, Issuing Banks and Swing Line Lenders also acknowledges that it will, independently and without reliance upon the Working Capital Facility Agent, any Joint Lead Arranger, or any other Working Capital Lender, Issuing Bank or Swing Line Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals

and decisions in taking or not taking action under or based upon this Agreement, any other Finance Document or any related agreement or any document furnished hereunder or thereunder and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Each Working Capital Lender represents and warrants that (i) the Finance Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Working Capital Lender for the purpose of making, acquiring or holding commercial loans, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Working Capital Lender agrees not to assert a claim in contravention of the foregoing. Each Working Capital Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans, is experienced in making, acquiring or holding such commercial loans.

Section 10.10 No Joint Lead Arranger Duties. Anything herein to the contrary notwithstanding, no Joint Lead Arranger has any powers, duties or responsibilities under this Agreement, except in its capacity, as applicable, as the Working Capital Facility Agent, Working Capital Lender, Issuing Bank or Swing Line Lender hereunder.

Section 10.11 Copies. The Working Capital Facility Agent shall give prompt notice to each Working Capital Lender, each Issuing Bank and each Swing Line Lender of receipt of each notice or request required or permitted to be given to the Working Capital Facility Agent by the Loan Parties pursuant to the terms of this Agreement or any other Finance Document (unless concurrently delivered to the Working Capital Lenders by such Loan Party). The Working Capital Facility Agent will distribute to each Working Capital Lender, each Issuing Bank and each Swing Line Lender each document or instrument (including each document or instrument delivered by the Loan Parties to the Working Capital Facility Agent pursuant to Article VI (Representations and Warranties), Article VII (Conditions Precedent) and Article VIII (Covenants)) received for the account of the Working Capital Facility Agent and copies of all other communications received by the Working Capital Facility Agent from the Loan Parties for distribution to the Working Capital Lenders, the Issuing Banks and the Swing Line Lenders by the Working Capital Facility Agent in accordance with the terms of this Agreement or any other Finance Document.

Section 10.12 General Provisions as to Payments. (a) Subject to Section 4.16 (Pro Rata Treatment) above, the Working Capital Facility Agent promptly shall distribute to each Working Capital Lender, each Issuing Bank and each Swing Line Lender its share of each payment of (i) principal and interest payable to such Working Capital Lender, Issuing Bank or Swing Line Lender on the Loans, (ii) fees hereunder received by the Working Capital Facility Agent for the account of the Working Capital Lenders, the Issuing Banks or the Swing Line Lenders and (ii) any other Working Capital Obligations. The payments made for the account of each Working Capital Lender, each Issuing Bank and each Swing Line Lender shall be made and distributed to such Working Capital Lender, Issuing Bank or Swing Line Lender for the account of its facility office set forth on Schedule 11.10 (Addresses for Notices) hereto. Each Working Capital Lender, each Issuing Bank and each Swing Line Lender shall have the right to alter its designated facility office upon written notice to the Working Capital Facility Agent, the Loan Parties and the Intercreditor Agent pursuant to Section 11.10 (Notices and Other Communications).

(b) Where a sum is to be paid to a Working Capital Lender, an Issuing Bank or a Swing Line Lender under the Finance Documents or another party to this Agreement by another party to this Agreement that is primarily liable for such sum, the Working Capital Facility Agent shall not be obliged to pay such sum to such other party (or to enter into or perform any related exchange contract) until it has established to its satisfaction that it has received such sum.

(c) If the Working Capital Facility Agent pays an amount to another party to this Agreement and it proves to be the case that the Working Capital Facility Agent had not actually received that amount for which another party to this Agreement is primarily liable, then the party to whom that amount (or the proceeds of any related exchange contract) was paid by the Working Capital Facility Agent shall on demand refund the same to the Working Capital Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Working Capital Facility Agent, calculated by the Working Capital Facility Agent to reflect its cost of funds.

(d) The Working Capital Facility Agent acknowledges and agrees that, notwithstanding any provision to the contrary in any Finance Document, in no event shall the Working Capital Lenders, the Issuing Banks or the Swing Line Lenders be obligated to pay any agency or other fee to the Working Capital Facility Agent even if the Loan Parties fail to do so.

Section 10.13 Agreement to Comply with Finance Documents. Each of the Working Capital Lenders, Issuing Banks and the Swing Line Lenders agrees for the benefit of the Borrower and each other that, in giving instructions to the Working Capital Facility Agent and the Intercreditor Agent and, where so permitted under this Agreement, the Intercreditor Agreement, Common Terms Agreement or the Common Security and Account Agreement, in taking Decisions by itself or through the Working Capital Facility Agent, including pursuing any Working Capital Lender, Issuing Bank or Swing Line Lender remedies against the Borrower, that such Working Capital Lender, Issuing Bank or Swing Line Lender shall act at all times in accordance with the terms of the Intercreditor Agreement, the Common Security and Account Agreement, the Common Terms Agreement, this Agreement and the applicable Finance Documents.

Section 10.14 Erroneous Payments

(a) If the Working Capital Facility Agent (x) notifies a Working Capital Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Working Capital Lender, Issuing Bank or Secured Party (any such Working Capital Lender, Issuing Bank, Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Working Capital Facility Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Working Capital Facility Agent) received by such Payment Recipient from the Working Capital Facility Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Working Capital Lender, Issuing Bank, Secured Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of

principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Working Capital Facility Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within five Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Working Capital Facility Agent pending its return or repayment as contemplated below in this Section 10.14 and held in trust for the benefit of the Working Capital Facility Agent, and such Working Capital Lender, Issuing Bank or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Working Capital Facility Agent may, in its sole discretion, specify in writing), return to the Working Capital Facility Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Working Capital Facility Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Working Capital Facility Agent in same day funds at a rate per annum equal to the greater of (A) the Federal Funds Rate and (B) an overnight rate determined by the Working Capital Facility Agent in accordance with banking industry rules on interbank compensation. A notice of the Working Capital Facility Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Working Capital Lender, Issuing Bank, Secured Party or any Person who has received funds on behalf of a Working Capital Lender, Issuing Bank or Secured Party (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Working Capital Facility Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Working Capital Facility Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Working Capital Facility Agent (or any of its Affiliates), or (z) that such Working Capital Lender, Issuing Bank or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:

(i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Working Capital Facility Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii) such Working Capital Lender, Issuing Bank or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within two Business Days of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Working Capital Facility Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Working Capital Facility Agent pursuant to this (b).

For the avoidance of doubt, the failure to deliver a notice to the Working Capital Facility Agent pursuant to this (b) shall not have any effect on a Payment Recipient’s obligations pursuant to (a) or on whether or not an Erroneous Payment has been made.

(c) Each Working Capital Lender, Issuing Bank or Secured Party hereby authorizes the Working Capital Facility Agent to set off, net and apply any and all amounts at any time owing to such Working Capital Lender, Issuing Bank or Secured Party under any Finance Document, or otherwise payable or distributable by the Working Capital Facility Agent to such Working Capital Lender, Issuing Bank or Secured Party under any Finance Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Working Capital Facility Agent has demanded to be returned under immediately preceding clause (a).

(d) The parties hereto agree that (x) irrespective of whether the Working Capital Facility Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Working Capital Facility Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Working Capital Lender, Issuing Bank or Secured Party, to the rights and interests of such Working Capital Lender, Issuing Bank or Secured Party as the case may be) under the Finance Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Working Capital Obligations owed by the Borrower or any other Loan Party; provided that this Section 10.14 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Working Capital Obligations of the Borrower relative to the amount (and/or timing for payment) of the Working Capital Obligations that would have been payable had such Erroneous Payment not been made by the Working Capital Facility Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Working Capital Facility Agent from, or on behalf of (including through the exercise of remedies under any Finance Document), the Borrower for the purpose of making a payment on the Working Capital Obligations.

(e) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Working Capital Facility Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.

Each party’s obligations, agreements and waivers under this Section 10.14 shall survive the resignation or replacement of the Working Capital Facility Agent, any transfer of rights or obligations by, or the replacement of, a Working Capital Lender or Issuing Bank, the termination of the Working Capital Debt Commitments and/or the repayment, satisfaction or discharge of all Senior Debt Obligations (or any portion thereof) under any Finance Document.

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Decisions; Amendments; Etc. (a) Subject to the terms of the Intercreditor Agreement and the Common Security and Account Agreement, no Modification or termination of any provision of this Agreement or other Decision by Working Capital Lenders, Issuing Banks or the Swing Line Lenders under this Agreement shall be effective unless in writing signed by the Loan Parties and Working Capital Facility Agent (acting on the instruction of the Required Working Capital Lenders), and each such Modification, termination or Decision shall be effective only in the specific instance and for the specific purpose for which given; provided that:

(i) the consent of each Working Capital Lender, each Issuing Bank or each Swing Line Lender directly and adversely affected thereby will be required with respect to:

(A) increases in or extensions (other than pursuant to Section 2.08 (Incremental Commitments) above) of or change to the order of application of any reduction in any Working Capital Debt Commitments or change to the order of application of any prepayment of Working Capital Loans, LC Loans or Swing Line Loans from the application thereof set forth in the applicable provisions of Section 2.05 (Termination or Reduction of Commitments), Section 4.11 (Voluntary Prepayment), Section 4.12 (Mandatory Prepayment) (it being understood that a waiver of any of the conditions in Section 7.01 (Conditions to Closing), Section 7.02 (Conditions to Each Working Capital Borrowing), or waiver of any Working Capital Facility Event of Default, Unmatured Working Capital Facility Event of Default or mandatory prepayment will not constitute an increase or extension of any Working Capital Debt Commitment);

(B) reductions of the principal of, or the interest or rate of interest specified herein on, any Working Capital Loan, LC Loan or Swing Line Loan, or any Fees or other amounts (including reduction in the amount to be paid in respect of any mandatory prepayments under Section 4.12 (Mandatory Prepayment)) payable to any Working Capital Lender, any Issuing Bank or any Swing Line Lender hereunder (other than by virtue of a waiver of any of the conditions in Section 7.01 (Conditions to Closing), Section 7.02 (Conditions to Each Working Capital Borrowing), Working Capital Facility Event of Default or Unmatured Working Capital Facility Event of Default or change to a financial ratio);

(C) extensions of the Working Capital Final Maturity Date, the LC Loan Termination Date or the Swing Line Loan Termination Date under this Agreement, any date scheduled for any payment of principal, fees or interest (as applicable) under Section 3.03 (Reimbursement to Issuing Banks), Section 4.01 (Repayment of LC Loans), Section 4.02 (Repayment of Working Capital Borrowings), Section 4.03 (Repayment of Swing Line Loans.), Section 4.04 (Interest Payment Dates) or Section 4.15 (Fees) or mandatory payment under Section 4.12 (Mandatory Prepayment) (other than pursuant to Section 2.08 (Incremental Commitments)) (it being understood that a waiver of any condition precedent or the waiver of any Working Capital Facility Event of Default or Unmatured Working Capital Facility Event of Default or change to a financial ratio will not constitute an extension of the Working Capital Final Maturity Date);

(D) modifications to the provisions of Section 4.16 (Pro Rata Treatment) or Section 4.17 (Sharing of Payments), except with respect to Senior Creditors other than the Working Capital Lenders as provided in the Finance Documents in relation to such Senior Creditors; and

(E) satisfaction or waiver of each of the conditions in Section 7.01 (Conditions to Closing);

(ii) the consent of each Working Capital Lender, each Issuing Bank and each Swing Line Lender will be required with respect to:

(A) changes to any provision of this Section 11.01 (Decisions; Amendments; Etc.), the definition of Required Working Capital Lenders, or any other provision hereof specifying the number or percentage of Working Capital Lenders, Issuing Banks or Swing Line Lender required to amend, waive, terminate or otherwise modify any rights hereunder or make any determination or grant any consent hereunder;

(B) releases or Modifications of all or a material portion of the Collateral from the Lien of any of the Security Documents (other than as permitted in the Finance Documents);

(C) releases of all or a substantial portion of the value of the Guarantees by the Guarantors under or in connection with this Agreement, the Common Terms Agreement, the Common Security and Account Agreement or any Security Document (other than as permitted in the Finance Documents);

(D) assignment or transfer by any Loan Party of any of its rights and obligations under this Agreement except with respect to any such assignment or transfer expressly permitted under this Agreement, the Common Terms Agreement or the Common Security and Account Agreement; and

(E) any of the amendments contemplated in Schedule 1(a), (b), (c), (d), (e), (f) and (h) of the Intercreditor Agreement; provided that, the consent of all Working Capital Lenders will be required with respect to Schedule 1(b) of the Intercreditor Agreement only to the extent such amendment adversely affects the timing or priority of payments for Senior Debt Obligations in the cash waterfall in Section 4.7 (Cash Waterfall) of the Common Security and Account Agreement;

(iii) the consent of any Working Capital Lender (other than any Working Capital Lender that is a Loan Party, Holdco or the Sponsor or an Affiliate thereof except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement), any Issuing Bank or any Swing Line Lender will be sufficient with respect to any Modification, termination or Decision specified in a Finance Document as being made solely by any individual Senior Creditor;

(b) Except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement, no Working Capital Lender that is a Loan Party, Holdco or the Sponsor or an Affiliate thereof shall cast a vote with respect to any Decision.

(c) In the event that the Working Capital Facility Agent is required to cast a vote with respect to a Decision under this Agreement or under Section 3.6 (Other Voting Considerations) of the Intercreditor Agreement and in each other instance in which the Working Capital Lenders, the Issuing Banks or the Swing Line Lenders are required to vote or make a Decision, a vote shall be taken among the Working Capital Lenders, the Issuing Banks or the Swing Line Lenders in the timeframe reasonably specified by the Working Capital Facility Agent (which timeframe shall expire at least two (2) Business Days prior to the expiration of the time period specified in the notice provided by the Intercreditor Agent to the Working Capital Facility Agent pursuant to Section 4.5(a)(iii) (Certain Procedures Relating to Modifications, Instructions, and Exercises of Discretion) of the Intercreditor Agreement)).

(d) No vote shall be required for any Decision or other action permitted to be taken by any individual Working Capital Lender, individual Issuing Bank or Swing Line Lender pursuant to Section 9.04(b) (Action Upon Event of Default) of this Agreement, and the Working Capital Facility Agent shall be authorized to act at the direction of any Working Capital Lender, any Issuing Bank or any Swing Line Lender in respect of any such Decision or action.

(e) Subject to clause (f) below, in the event any Working Capital Lender, any Issuing Bank or any Swing Line Lender does not cast its votes by the later of (i) the timeframe specified by the Working Capital Facility Agent pursuant to clause (c) above and (ii) ten (10) Business Days following receipt of the request for such vote or Decision, the Borrower shall be entitled to instruct the Working Capital Facility Agent to deliver a notice to such Working Capital Lender, Issuing Bank or Swing Line Lender, informing it that if it does not respond within an additional five (5) Business Days of the date of such notice (or such longer period as the Borrower may reasonably determine in consultation with the Working Capital Facility Agent), its vote shall be disregarded. If such Working Capital Lender, or Issuing Bank or Swing Line Lender (A) has not advised the Working Capital Facility Agent

within the time specified in the additional notice whether it approves or disapproves of the applicable Decision or (B) has advised the Working Capital Facility Agent that it has determined to abstain from voting on such Decision, such Working Capital Lender, Issuing Bank or Swing Line Lender shall be deemed to have waived its right to consent, approve, waive or provide direction with respect to such Decision and shall be excluded from the numerator and denominator of such calculation for the purpose of determining whether the Required Working Capital Lenders for the purpose of determining whether the Required Working Capital Lenders have made a decision with respect to such action. Such Working Capital Lender hereby waives any and all rights it may have to object to or seek relief from the Decision of the Working Capital Lenders voting with respect to such issue and agrees to be bound by such Decision.

(f) The provisions of clauses (c) and (e) above do not apply to any action that requires the consent of 100% of the Working Capital Lenders, Issuing Banks and the Swing Line Lenders or the consent of each affected Working Capital Lender, Issuing Bank and Swing Line Lender, as applicable, as set forth in Sections 11.01(a)(i) and (ii) above except in the case of any consent or decision under Section 11.01(a)(i)(E) above.

(g) With respect to any modification, consent or waiver under any Finance Document requiring the vote of the Working Capital Facility Agent as Senior Creditor Group Representative of the Working Capital Lenders, the Issuing Banks and the Swing Line Lenders, such vote will be cast in accordance with the Intercreditor Agreement.

(h) Notwithstanding anything herein, in the Common Terms Agreement or in the Common Security and Account Agreement to the contrary, the Working Capital Lenders, Issuing Banks or the Swing Line Lenders, or the Working Capital Facility Agent as Senior Creditor Group Representative, shall not be entitled to vote on any covenant or event of default in the Common Terms Agreement if such covenant or event of default expressly does not extend to the Working Capital Lenders, Issuing Banks or Swing Line Lenders under the terms of this Agreement.

Section 11.02 Entire Agreement. This Agreement, the other Finance Documents and any agreement, document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect to the subject matter hereof, including the Working Capital Commitment Letter.

Section 11.03 Applicable Government Rule; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS XX XXX XXXXX XX XXX XXXX, XXXXXX XXXXXX WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

(b) SUBMISSION TO JURISDICTION. The provisions set forth in Section 23.15 (Consent to Jurisdiction) of the Common Terms Agreement are incorporated by reference and shall apply mutatis mutandis as if fully set forth herein.

(c) Service of Process. Each party irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to such Person at its then-effective notice addresses pursuant to Section 11.10 (Notices and Other Communications).

(d) Immunity. The provisions set forth in Section 23.3 (Waiver of Immunity) of the Common Terms Agreement are incorporated by reference and shall apply mutatis mutandis as if fully set forth herein.

(e) WAIVER OF JURY TRIAL. The provisions set forth in Section 23.14 (Waiver of Jury Trial) of the Common Terms Agreement are incorporated by reference and shall apply mutatis mutandis as if fully set forth herein.

Section 11.04 Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that none of the Loan Parties may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Working Capital Lender, each Issuing Bank, each Swing Line Lender and the Working Capital Facility Agent (and any attempted assignment or other transfer by any Loan Party without such consent shall be null and void), and no Working Capital Lender, Issuing Bank or Swing Line Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Acceptable Lender in accordance with Section 11.04(b) and Section 11.04(i), (ii) by way of participation in accordance with Sections 11.04(d) through (f) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.04(g) (and any other attempted assignment or transfer by any party hereto shall be null and void).

(b) (i) Subject to Section 11.04(i), Section 11.04(j) and this Section 11.04(b), any Working Capital Lender may assign all or a portion of its rights and obligations under this Agreement (including all or a portion of its Working Capital Debt Commitment with respect to the Working Capital Loans and LC Loans at the time owing to it and an equal portion of its Non-Fronting Limit), with the consent of the Issuing Banks and the Swing Line Lenders in the case of an assignment by a Working Capital Lender. Any such assignment may be made at any time after the date hereof, and shall be to one or more Acceptable Lenders (provided that (x) during the Working Capital Availability Period, any such Acceptable Lender is an Eligible Assignee or has a then-current credit rating of at least equivalent to Baa2 from Moody’s or BBB from S&P or, if applicable, an insurer whose financial strength rating is at least equivalent to Baa1 from Moody’s or BBB⁺ from S&P or is otherwise creditworthy in the opinion of the Borrower (acting reasonably) in light of the Working Capital Debt Commitments proposed to be assigned, transferred or novated and (y) if the assigning Working Capital Lender is an Issuing Bank, the assignee is an Eligible Assignee or meets the ratings criteria within the definition of Issuing Bank). No assignment pursuant to this clause (b) shall, on the date of such assignment, result in an increase in amounts payable by the Borrower under Section 5.03 (Increased Costs) or Section 5.05 (Funding Losses), unless such increase in amounts payable measured on such date of assignment is waived by the assigning and assuming Working Capital Lenders).

(ii) If at any time, a Working Capital Lender that is also a Swing Line Lender assigns all of its rights and obligations under this Agreement in its capacity as a Working Capital Lender (including all of its Working Capital Debt Commitment with respect to the Working Capital Loans and LC Loans at the time owing to it), such Working Capital Lender, shall also assign all of its rights and obligations under this Agreement in its capacity as Swing Line Lender and shall resign as a Swing Line Lender in accordance with Section 2.07(k) (Swing Line Loans).

(iii) Assignments made pursuant to this Section 11.04(b) shall be made with the prior written approval of the Borrower (such approval not to be unreasonably withheld or delayed and to be deemed to have been given by the Borrower if the Borrower has not responded in writing within fifteen (15) Business Days of request) unless (A) such assignment is to an Eligible Assignee or (B) a Working Capital Facility Event of Default has occurred and is Continuing; provided, however, that where the prior written approval of the Borrower is not required, the assigning Existing Facility Lender shall promptly notify the Borrower of any such assignment, novation or transfer.

(iv) Except in the case of (A) an assignment of the entire remaining amount of the assigning Working Capital Lender’s Working Capital Debt Commitment and the Loans at the time owing to it and its entire Non-Fronting Limit or (B) an assignment to a Working Capital Lender, or an Affiliate of a Working Capital Lender, or an Approved Fund with respect to a Working Capital Lender, the sum of (1) the outstanding Working Capital Debt Commitments, if any, and (2) the outstanding Loans subject to each such assignment (determined as of the date the Lender Assignment Agreement with respect to such assignment is delivered to the Working Capital Facility Agent or, if “Trade Date” is specified in the Lender Assignment Agreement, as of the Trade Date) shall not be less than $1,000,000 and, with respect to the assignment of the Loans in integral multiples of $500,000, unless the Working Capital Facility Agent otherwise consents in writing.

(v) Subject to Section 11.04(g) and Section 11.04(i), each partial assignment by a Working Capital Lender shall be made as an assignment of the same percentage of outstanding Working Capital Debt Commitments, Loans and Non-Fronting Limit, under this Agreement and a proportionate part of all the assigning Working Capital Lender’s rights and obligations under this Agreement with respect to such Non-Fronting Limit, Loans and the Working Capital Debt Commitment assigned.

(vi) The parties to each assignment of Working Capital Debt Commitments and Non-Fronting Limit, shall execute and deliver to the Working Capital Facility Agent a Lender Assignment Agreement, in the form of Exhibit D, together with a processing and recordation fee of $3,500; provided that, (A) no such fee shall be payable in the case of an assignment to a Working Capital Lender, an Affiliate of a Working Capital Lender or an Approved Fund with respect to a

Working Capital Lender and (B) in the case of contemporaneous assignments by a Working Capital Lender to one or more Approved Funds managed by the same investment advisor (which Approved Funds are not then Working Capital Lenders hereunder), only a single such fee shall be payable for all such contemporaneous assignments.

(vii) If the Acceptable Lender is not a Working Capital Lender prior to such assignment, it shall deliver to the Working Capital Facility Agent and each Swing Line Lender an administrative questionnaire and all documentation and other information required by bank regulatory authorities under applicable “know your customer” requirements.

(viii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Working Capital Facility Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Working Capital Facility Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Working Capital Facility Agent, and each other Working Capital Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(ix) Subject to acceptance and recording thereof by the Working Capital Facility Agent pursuant to Section 11.04(c), from and after the effective date specified in each Lender Assignment Agreement, the Acceptable Lender thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Lender Assignment Agreement, have the rights and obligations of a Working Capital Lender under this Agreement and the other applicable Finance Documents, and the assigning Working Capital Lender thereunder shall, to the extent of the interest assigned by such Lender Assignment Agreement, be released from its obligations under this Agreement and the other applicable Finance Documents (and, in the case of a Lender Assignment Agreement covering all of the assigning Working Capital Lender’s rights and obligations under this Agreement, such Working Capital Lender shall cease to be a party hereto or benefit from any Finance Document) but shall continue to be entitled to the benefits of Section 5.01 (Term SOFR Lending Unlawful), Section 5.03 (Increased Costs), Section 5.05 (Funding Losses), Section 5.06 (Taxes), Section 23.4 (Expenses) of the Common

Terms Agreement and Section 12.18 (Other Indemnities) of the Common Security and Account Agreement with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Working Capital Lender’s having been a Defaulting Lender.

(x) Any assignment or transfer by a Working Capital Lender of rights or obligations under this Agreement that does not comply with this Section 11.04(b) shall be treated for purposes of this Agreement as a sale by such Working Capital Lender of a participation in such rights and obligations in accordance with Sections 11.04(d) through (f). Any assignment or transfer by an Issuing Bank or a Swing Line Lender of rights or obligations under this Agreement that does not comply with this Section 11.04(b), Section 2.07(k) (Swing Line Loans) or Section 3.06 (Resignation as an Issuing Bank), as applicable, shall be null and void. Upon any such assignment, the Working Capital Facility Agent will deliver a notice thereof to the Borrower (provided that failure to deliver such notice shall not result in any liability for the Working Capital Facility Agent).

(c) The Working Capital Facility Agent shall maintain the Working Capital Register in accordance with Section 2.04(e) (Funding) above.

(d) Any Working Capital Lender may at any time, without the consent of, or notice to, the Borrower or the Working Capital Facility Agent, sell participations to a Participant in all or a portion of such Working Capital Lender’s rights or obligations under this Agreement (including all or a portion of its Working Capital Debt Commitment or the Loans under this Agreement owing to it); provided that, (i) such Working Capital Lender’s obligations under this Agreement shall remain unchanged, (ii) such Working Capital Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Working Capital Facility Agent and the other Working Capital Lenders shall continue to deal solely and directly with such Working Capital Lender in connection with such Working Capital Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Working Capital Lender shall be responsible for the indemnity under Section 10.06 (Indemnification by the Working Capital Lenders) with respect to any payments made by such Working Capital Lender to its Participant(s).

(e) Any agreement or instrument pursuant to which a Working Capital Lender sells such participation shall provide that such Working Capital Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that, such agreement or instrument may provide that such Working Capital Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 (Decisions; Amendments; Etc.) that directly affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Section 5.03 (Increased Costs), Section 5.05 (Funding Losses) and Section 5.06 (Taxes) (subject to the requirements and limitations therein and in Section 21 (Tax Gross-Up and Indemnities) of the Common Terms Agreement, including the requirements under Section 21.5 (Status of Facility Lenders and Facility Agents)

of the Common Terms Agreement (it being understood that any documentation required under Section 5.06 (Taxes) shall be delivered to the participating Working Capital Lender)) to the same extent as if it were a Working Capital Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.04 (Assignments); provided that, such Participant (A) agrees to be subject to the provisions of Section 5.04 (Obligation to Mitigate) as if it were an assignee under paragraph (b) of this Section 11.04; and (B) shall not be entitled to receive any greater payment under Section 5.03 (Increased Costs) or Section 5.06 (Taxes), with respect to any participation, than its participating Working Capital Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

(f) Each Working Capital Lender that sells a participation agrees, at such Working Capital Lender’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 5.04 (Obligation to Mitigate) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.13 (Right of Set-Off) as though it were a Working Capital Lender; provided that, such Participant agrees to be subject to Section 4.17 (Sharing of Payments) as though it were a Working Capital Lender. Each Working Capital Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a Participant Register; provided that, no Working Capital Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Finance Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Working Capital Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Working Capital Facility Agent (in its capacity as Working Capital Facility Agent) shall have no responsibility for maintaining a Participant Register.

(g) Any Working Capital Lender, Issuing Bank or Swing Line Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Working Capital Lender, Issuing Bank or Swing Line Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Working Capital Lender in accordance with any applicable law, and this Section 11.04 (Assignments) shall not apply to any such pledge or assignment of a security interest; provided that, no such pledge or assignment of a security interest shall release a Working Capital Lender, Issuing Bank or Swing Line Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Working Capital Lender as a party hereto; provided, further, that in no event shall the applicable Federal Reserve Bank, central bank, pledgee or trustee be considered to be a “Working Capital Lender”, “Issuing Bank” or “Swing Line Lender”, as applicable.

(h) The words “execution”, “signed”, “signature” and words of like import in any Lender Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Government Rule, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(i) All assignments by a Working Capital Lender of all or a portion of its rights and obligations hereunder with then-outstanding Working Capital Debt Commitments and Non-Fronting Limit shall be made only as an assignment of the same percentage of outstanding Working Capital Debt Commitments, outstanding Loans, and Non-Fronting Limit under this Agreement held by such Working Capital Lender. If such Working Capital Lender has no unused Working Capital Debt Commitments, assignments of outstanding Loans owing to such Working Capital Lender may be made, together with a pro rata portion of such Working Capital Lender’s rights and obligations with respect to the Loans subject to such assignment, in such amounts, to such persons and on such terms as are permitted by and otherwise in accordance with Section 11.04(b).

(j) No sale, assignment, transfer, negotiation or other disposition of the interests of any Working Capital Lender, Issuing Bank or Swing Line Lender hereunder or under the other Finance Documents shall be allowed if it could reasonably be expected to require securities registration under any laws or regulations of any applicable jurisdiction.

Section 11.05 Benefits of Agreement. Nothing in this Agreement or any other Finance Document, express or implied, shall be construed to give to any Person, other than the parties hereto, the Joint Lead Arrangers, or each of their successors and permitted assigns under this Agreement or any other Finance Document, Participants to the extent provided in Section 11.04 (Assignments) and, to the extent expressly contemplated hereby, the Related Parties of each of the Working Capital Facility Agent, the Security Trustee and the Working Capital Lenders, any benefit or any legal or equitable right or remedy under this Agreement.

Section 11.06 Counterparts; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when it has been executed by the Working Capital Facility Agent and when the Working Capital Facility Agent has received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or portable document format (“pdf”) shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 11.07 Indemnification by the Borrower. (a) The Loan Parties hereby agree to indemnify each Working Capital Lender, each Issuing Bank, each Swing Line Lender, each Joint Lead Arranger and each Related Party of any of the foregoing Persons in accordance with Section 12.18 (Other Indemnities) of the Common Security and Account Agreement and Section 2.15 (Other Indemnities) of the Intercreditor Agreement, which shall be applied mutatis mutandis to the indemnified parties under this Agreement, as well as with respect to reliance by such indemnified party on each notice purportedly given by or on behalf of the Borrower pursuant to Section 11.10 (Notices and Other Communications).

(b) To the extent that any Loan Party for any reason fails to pay any amount required under Section 12.18 (Other Indemnities) of the Common Security and Account Agreement or clause (a) above to be paid by it to any of the Working Capital Facility Agent, any sub-agent thereof or any Related Party of any of the foregoing, each Working Capital Lender severally agrees to pay to the Working Capital Facility Agent, any such sub-agent, or such Related Party, as the case may be, such Working Capital Lender’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Working Capital Facility Agent or any sub-agent thereof in its capacity as such, or against any Related Party of any of the foregoing acting for the Working Capital Facility Agent or any sub-agent thereof in connection with such capacity. The obligations of the Working Capital Lenders under this Section 11.07(b) (Indemnification by the Borrower) are subject to the provisions of Section 2.04 (Funding). The obligations of the Working Capital Lenders to make payments pursuant to this Section 11.07(b) (Indemnification by the Borrower) are several and not joint and shall survive the payment in full of the Working Capital Obligations and the termination of this Agreement. The failure of any Working Capital Lender to make payments on any date required hereunder shall not relieve any other Working Capital Lender of its corresponding obligation to do so on such date, and no Working Capital Lender shall be responsible for the failure of any other Working Capital Lender to do so.

(c) The provisions of this Section 11.07 (Indemnification by the Borrower) shall not supersede Section 5.03 (Increased Costs) and Section 5.06 (Taxes).

Section 11.08 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Finance Document, the interest paid or agreed to be paid under the Finance Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Government Rule (the “Maximum Rate”). If the Working Capital Facility Agent, any Working Capital Lender, any Issuing Bank or any Swing Line Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Working Capital Loans, LC Loans or Swing Line Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Working Capital Facility Agent or any Working Capital Lender, any Issuing Bank or any Swing Line Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Government Rule, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Working Capital Obligations hereunder.

Section 11.09 No Waiver; Cumulative Remedies. No failure by any Working Capital Secured Party to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Finance Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Finance Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Section 11.10 Notices and Other Communications. (a) Any communication between the Parties or notices provided herein to be given may be given as provided in Section 23.9 (Notices) of the Common Terms Agreement, which shall apply mutatis mutandis to this Section 11.10 (Notices and Other Communications) as if fully set forth herein except that references to the Intercreditor Agent shall be deemed references to the Working Capital Facility Agent as the context requires, and with respect to clauses (a)(i) and (ii) thereof, the address and notice information of the Loan Parties, each Working Capital Lender, each Issuing Bank, each Swing Line Lender and the Working Capital Facility Agent shall be as set forth in Schedule 11.10 (Addresses for Notices) hereto.

(b) The Working Capital Facility Agent, the Security Trustee, the Issuing Banks, the Swing Line Lenders and the Working Capital Lenders shall be entitled to rely and act upon any written notices purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. All telephonic notices to and other telephonic communications with the Working Capital Facility Agent, the Security Trustee, the Issuing Banks, the Swing Line Lenders and the Working Capital Lenders by the Borrower may be recorded by the Working Capital Facility Agent, the Security Trustee, the Issuing Banks, the Swing Line Lenders and the Working Capital Lenders, as applicable, and each of the parties hereto hereby consents to such recording.

(c) Notwithstanding the above, nothing herein shall prejudice the right of the Working Capital Facility Agent, the Security Trustee, any of the Issuing Banks, any of the Swing Line Lenders and any of the Working Capital Lenders to give any notice or other communication pursuant to any Finance Document in any other manner specified in such Finance Document.

(d) Notwithstanding anything to the contrary in any other Finance Document, for so long as The Bank of Nova Scotia is the Working Capital Facility Agent, the Borrower hereby agrees that it will provide to the Working Capital Facility Agent all information, documents and other materials that it is obligated to furnish to the Working Capital Facility Agent pursuant to the Finance Documents, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to any Working Capital Borrowing, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Working Capital Facility Event of Default or Unmatured Working Capital Facility Event of Default or (iv) is required to be delivered to satisfy any condition precedent to any Working Capital Borrowing (all such non-excluded communications being referred to herein collectively as “Communications”), in an electronic/soft medium in a format acceptable to the Working Capital Facility Agent at the email addresses specified in Schedule 11.10 (Addresses for Notices) hereto. In addition, the Borrower agrees to continue to provide the Communications to the Working Capital Facility Agent in the manner specified in the Finance Documents but only to the extent requested by the Working Capital Facility Agent.

Section 11.11 USA Patriot Act Notice. Each of the Working Capital Lenders, the Issuing Banks, the Swing Line Lenders, the Working Capital Facility Agent and the Security Trustee hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, it may be required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Working Capital Lender, such Issuing Bank, such Swing Line Lender, the Working Capital Facility Agent or the Security Trustee, as applicable, to identify the Borrower in accordance with the USA Patriot Act.

Section 11.12 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Working Capital Facility Agent, the Security Trustee, any Issuing Bank, any Swing Line Lender or any Working Capital Lender, or the Working Capital Facility Agent, the Security Trustee, any Issuing Bank, any Swing Line Lender or any Working Capital Lender (as the case may be) exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Working Capital Facility Agent, the Security Trustee, such Issuing Bank, such Swing Line Lender or such Working Capital Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any Bankruptcy Proceeding or otherwise, then (a) to the extent of such recovery, the Working Capital Obligation or part thereof originally intended to be satisfied by such payment shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Working Capital Lender, each Issuing Bank and each Swing Line Lender severally agrees to pay to the Working Capital Facility Agent or the Security Trustee upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Working Capital Facility Agent or the Security Trustee, as the case may be, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Working Capital Lenders, the Issuing Banks and the Swing Line Lenders under this Section 11.12 (Payments Set Aside) shall survive the payment in full of the Working Capital Obligations and the termination of this Agreement.

Section 11.13 Right of Set-Off. The provisions set forth in Section 23.2 (Right of Set-Off) of the Common Terms Agreement are incorporated by reference and shall apply mutatis mutandis as if fully set forth herein.

Section 11.14 Severability. If any provision of this Agreement or any other Finance Document is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Finance Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 11.15 Survival. Notwithstanding anything in this Agreement to the contrary, Section 5.01 (Term SOFR Lending Unlawful), Section 5.03 (Increased Costs), Section 5.06 (Taxes), Section 10.06 (Indemnification by the Working Capital Lenders), Section 11.07 (Indemnification by the Borrower), Section 11.12 (Payments Set Aside) and Section 11.20 (No Recourse) shall survive any termination of this Agreement. In addition, each representation and warranty made hereunder and in any other Finance Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties shall be considered to have been relied upon by the Working Capital Secured Parties regardless of any investigation made by any Working Capital Secured Party or on their behalf and notwithstanding that the Working Capital Secured Parties may have had notice or knowledge of any Working Capital Facility Event of Default or Unmatured Working Capital Facility Event of Default at the time of the Working Capital Borrowing, and shall continue in full force and effect as of the date made or any date referred to herein as long as any Working Capital Loan, LC Loan, Swing Line Loan or any other Working Capital Obligation hereunder or under any other Finance Document shall remain unpaid or unsatisfied.

Section 11.16 Treatment of Certain Information; Confidentiality. The Working Capital Facility Agent, the Security Trustee, each of the Issuing Banks, each of the Swing Line Lenders and each of the Working Capital Lenders agree to maintain the confidentiality of the Confidential Information and all information disclosed to it concerning this Agreement and the other Finance Documents in accordance with Section 23.8 (Confidentiality) of the Common Terms Agreement.

Section 11.17 Waiver of Consequential Damages, Etc. . The provisions set forth in Section 23.19 (Limitations on Liability) of the Common Terms Agreement are incorporated by reference and shall apply mutatis mutandis as if fully set forth herein. No party hereto or its Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Finance Documents or the transactions contemplated hereby or thereby.

Section 11.18 Waiver of Litigation Payments. To the extent that any party hereto may, in any action, suit or proceeding brought in any of the courts referred to in Section 11.03(b) (Applicable Government Rule; Jurisdiction, Etc.) or elsewhere arising out of or in connection with this Agreement or any other Finance Document to which it is a party, be entitled to the benefit of any provision of law requiring any other party hereto in such action, suit or proceeding to post security for the costs of such Person or to post a bond or to take similar action, each such Person hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under the laws of the State of New York or, as the case may be, the jurisdiction in which such court is located.

Section 11.19 Reinstatement. This Agreement shall continue to be effective or be reinstated, as the case may be, if (and only to the extent that) any payment or performance of the obligations of the Borrower hereunder is rescinded, avoided, voidable, liable to be set aside, reduced or otherwise not properly payable to, or must otherwise be returned or restored by the Working Capital Facility Agent, any Issuing Bank, any Swing Line Lender or any Working Capital Lender as a result of (i) Bankruptcy, insolvency, reorganization with respect to the Borrower or the Working Capital Facility Agent, any Issuing Bank, any Swing Line Lender or any Working Capital Lender, (ii) upon the dissolution of, or appointment of any intervenor, conservator, trustee

or similar official for the Borrower, the Working Capital Facility Agent, any Issuing Bank, any Swing Line Lender or any Working Capital Lender or for any substantial part of the Borrower’s or any other such Person’s assets, (iii) as a result of any settlement or compromise with any Person (including the Borrower) in respect of such payment or otherwise, or (iv) any similar event or otherwise and, in such case, the provisions of Section 10.1 (Nature of Obligations) of the Common Security and Account Agreement, which shall apply hereto mutatis mutandis.

Section 11.20 No Recourse. The provisions set forth in Section 10.3 (Limitation on Recourse) of the Common Security and Account Agreement are incorporated by reference and shall apply mutatis mutandis as if fully set forth herein.

Section 11.21 Intercreditor Agreement. Any actions, consents, approvals, authorizations or discretion taken, given, made or exercised, or not taken, given, made or exercised by the Working Capital Facility Agent, acting as a Senior Creditor Group Representative on behalf of the Working Capital Lenders, the Issuing Banks and the Swing Line Lenders, in accordance with the Intercreditor Agreement shall be binding on each Working Capital Lender, each Issuing Bank and each Swing Line Lender. Notwithstanding anything to the contrary herein, in the case of any inconsistency between this Agreement and the Intercreditor Agreement, the Intercreditor Agreement shall govern.

Section 11.22 Termination. This Agreement shall terminate and shall have no force and effect (except with respect to the provisions that expressly survive termination of this Agreement) in accordance with the provisions of Section 23.1 (Termination) of the Common Terms Agreement and if the Discharge Date with respect to the Working Capital Obligations has occurred.

Section 11.23 Acknowledgment and Consent to Bail-In of Affected Financial Institutions.

(a) Notwithstanding anything to the contrary in any Working Capital Finance Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Working Capital Lender, any Issuing Bank or any Swing Line Lender that is an Affected Financial Institution arising under any Working Capital Finance Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(i) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Working Capital Lender, any Issuing Bank or any Swing Line Lender that is an Affected Financial Institution; and

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

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

(B) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Working Capital Finance Document; or

(C) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Section 11.24 Amendment and Restatement. This Agreement amends, restates and supersedes the Initial Working Capital Facility Agreement in its entirety, but does not constitute a novation of the Initial Working Capital Facility Agreement or any document entered into in connection therewith. It is the intent of the parties that the Security Interests granted in the Collateral, and the guarantees granted by the Guarantors, in each case under and pursuant to the Common Security and Account Agreement, shall continue in full force and effect with respect to the Senior Debt Obligations arising under this Agreement.

[Remainder of page intentionally blank. Next page is signature page.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


CHENIERE CORPUS CHRISTI HOLDINGS, LLC, as the Borrower

By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Vice President, Finance and Treasury

CORPUS CHRISTI LIQUEFACTION, LLC, as Guarantor

By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Vice President, Finance and Treasury

CHENIERE CORPUS CHRISTI PIPELINE, L.P., as Guarantor

By: Corpus Christi Pipeline GP, LLC, as general partner

By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Vice President, Finance and Treasury

CORPUS CHRISTI PIPELINE GP, LLC, as Guarantor

By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Vice President, Finance and Treasury

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


XXX XXXX XX XXXX XXXXXX, XXXXXXX BRANCH, as Working Capital Facility Agent, Working Capital Lender and Issuing Bank

By:		/s/ Xxx Xxxxxxxx
		Name: Xxx Xxxxxxxx
		Title: Managing Director

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


Solely for purposes of Section 3.07:

SOCIÉTÉ GÉNÉRALE, as Security Trustee

By:		/s/ Sabryna El Khemir
		Name: Sabryna El Khemir
		Title: Director

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


BANCO SANTANDER S.A., NEW YORK BRANCH, as Working Capital Lender

By:		/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Managing Director


By:		/s/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		Title: Executive Director

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


BANK OF CHINA, NEW YORK BRANCH, as Working Capital Lender

By:		/s/ Xxx Xxx
		Name: Xxx Xxx
		Title: Executive Vice President

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH, as Working Capital Lender

By:		/s/ Xxxxxx Xxxx Azpilicueta
		Name: Xxxxxx Xxxx Azpilicueta
		Title: Head of US/Canada Project Finance

By:		/s/ Xxxxx Xxxxx Xxxx
		Name: Xxxxx Xxxxx Xxxx
		Title: US Head of Risk

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


XXX XXXX XX XXXX XXXXXX, XXXXXXX BRANCH, as Working Capital Facility Agent, Working Capital Lender and Issuing Bank

By:		/s/ Xxx Xxxxxxxx
		Name: Xxx Xxxxxxxx
		Title: Managing Director

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


BANK OF AMERICA, N.A., as Working Capital Lender

By:		/s/ Xxxxxxxxxxx Xxxxxxx
		Name: Xxxxxxxxxxx Xxxxxxx
		Title: Vice President

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


CAIXABANK, S.A., as Working Capital Lender

By:		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Structured Finance Director

By:		/s/ Xxxxx Xxxxx Xxxxx
		Name: Xxxxx Xxxxx Xxxxx
		Title: Structured Finance Director

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as Working Capital Lender

By:		/s/ Xxxxx Ntoso
		Name: Xxxxx Ntoso
		Title: Executive Director

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


CITIBANK, N.A., as Working Capital Lender

By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Vice President

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Working Capital Lender

By:		/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Managing Director


By:		/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Managing Director

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


CREDIT SUISSE AG, NEW YORK BRANCH, as Working Capital Lender

By:		/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Authorized Signatory


By:		/s/ Xxxxxxx Xxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxx
		Title: Authorized Signatory

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


DBS BANK LTD., as Working Capital Lender

By:		/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Senior Vice President

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


XXXXXXX XXXXX BANK USA, as Working Capital Lender

By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Authorized Signatory

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


HSBC BANK USA, NATIONAL ASSOCIATION, as Working Capital Lender and Issuing Bank

By:		/s/ Xxxxxxxx Xxxxx
		Name: Xxxxxxxx Xxxxx
		Title: Director, ID# 22681

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH, as Working Capital Lender

By:		/s/ Guoshen Sun
		Name: Guoshen Sun
		Title: Deputy General Manager

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


ING CAPITAL LLC, as Working Capital Lender and Issuing Bank

By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: MD


By:		/s/ Tanja van der Woude
		Name: Tanja van der Woude
		Title: Director

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


JPMORGAN CHASE BANK, N.A., as Working Capital Lender

By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Executive Director

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


MIZUHO BANK, LTD., as Working Capital Lender

By:		/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Vice President

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


XXXXXX XXXXXXX BANK, N.A., as Working Capital Lender

By:		/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Authorized Signatory

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


MUFG BANK, LTD., as Working Capital Lender

By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Managing Director

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


NATIXIS, NEW YORK BRANCH, as Working Capital Lender

By:		/s/ Xxxx Xxx
		Name: Xxxx Xxx
		Title: Executive Director


By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


ROYAL BANK OF CANADA, as Working Capital Lender

By:		/s/ Xxxxx X. York
		Name: Xxxxx X. York
		Title: Authorized Signatory

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


SUMITOMO MITSUI BANKING CORPORATION, as Working Capital Lender and Issuing Bank

By:		/s/ Xxxx Jun
		Name: Xxxx Jun
		Title: Managing Director

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


SOCIÉTÉ GÉNÉRALE, as Working Capital Lender and Issuing Bank

By:		/s/ Xxxx Xxx
		Name: Xxxx Xxx
		Title: Director

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


STANDARD CHARTERED BANK, as Working Capital Lender

By:		/s/ Xxxxxxx Xxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxx
		Title: Regional Head of Project and Export Finance Europe and Americas

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


TRUIST BANK, as Working Capital Lender

By:		/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Director

Signature Page to A&R Working Capital Facility Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.


XXXXX FARGO BANK, N.A., as Working Capital Lender and Issuing Bank

By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Director

Signature Page to A&R Working Capital Facility Agreement

EXHIBIT A

DEFINITIONS

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Aggregate Working Capital Debt Commitments” means the aggregate amount of the Working Capital Debt Commitments then in effect of all Working Capital Lenders.

“Agreement” has the meaning provided in the preamble.

“Alternate Base Rate” or “ABR” means, for any day, a rate per annum equal to the greater of the following (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50% and (c) Adjusted Term SOFR for a one month tenor in effect on such day plus 1.00%; provided that if the Alternate Base Rate as so determined would be less than zero, such rate shall be deemed to be equal to zero for the purposes of this Agreement. Any change in the ABR due to a change in the Prime Rate or the Federal Funds Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively.

“Applicable Margin” means, with respect to any Term SOFR Loan and Base Rate Loan, as the case may be, the applicable rate per annum set forth below based upon the Borrower’s senior secured debt ratings then in effect:


	Ratings (S&P /Xxxxx’x /Fitch)	Adjusted Term SOFR Margin	Base Rate Margin
Category 1	BBB+/Baa1/BBB+	1.000%	0.000%
Category 2	BBB/Baa2/BBB	1.125%	0.125%
Category 3	BBB-/Baa3/BBB-	1.250%	0.250%
Category 4	BB+/Ba1/BB+	1.500%	0.500%

A-1-1

For purposes of the foregoing: (a) if only one Ratings Agency has assigned a rating to the Borrower’s senior secured debt, the applicable category shall be the category that corresponds to that rating; (b) if more than one Ratings Agency has assigned a rating to the Borrower’s senior secured debt, the applicable category shall be the category that corresponds to the highest assigned rating unless such ratings differ by two or more levels, in which case the applicable level will be deemed to be the one level below the higher of such levels; (c) if none of S&P, Xxxxx’x or Fitch have assigned a rating, but another Ratings Agency has assigned a rating, the applicable category shall be determined with reference to the equivalent rating provided by such other Ratings Agency; (d) if no Ratings Agency has assigned a rating to the Borrower’s senior secured debt, the applicable category shall be the category that corresponds to the corporate family rating of the Borrower and its Subsidiaries assigned by one or more Ratings Agencies, if available; (e) if no Ratings Agency has assigned a rating to the Borrower’s senior secured debt or assigned a corporate family rating to the Borrower or its Subsidiaries, the applicable category shall be category 4; and (f) if the ratings assigned by any Ratings Agency to the Borrower’s senior secured debt (or, if applicable at such time, the corporate family rating) shall be changed (other than as a result of a change in the rating system of such Ratings Agency), such change shall be effective as of the date on which it is first announced by the applicable Ratings Agency, irrespective of when notice of such change shall have been furnished by the Borrower to the Working Capital Facility Agent and the Working Capital Lenders. Each change in the applicable category shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of any Ratings Agency shall change, the Borrower and the Working Capital Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system and, pending the effectiveness of any such amendment, the applicable category shall be determined by reference to the rating of such Ratings Agency most recently in effect prior to such change.

“Applicable Percentage” means with respect to any Working Capital Lender, the percentage of the Aggregate Working Capital Debt Commitments represented by such Working Capital Lender’s Working Capital Debt Commitment. If the Working Capital Debt Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Working Capital Debt Commitments most recently in effect, giving effect to any assignments.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliate (other than through liquidation, administration or other insolvency proceedings).

A-1-2

“Base Rate Loan” means any Working Capital Loan, LC Loan or Swing Line Loan bearing interest at a rate determined by reference to the Alternate Base Rate and the provisions of Article II (Commitments and Borrowing) and Article IV (Repayments, Prepayments, Interest and Fees).

“Borrowing Date” means any Business Day specified by the Borrower in a Working Capital Disbursement Request as a date on which the Borrower requests the Working Capital Lenders to make Working Capital Loans or a Swing Line Lender to make Swing Line Loans under this Agreement.

“Breakage Costs” means the amount of any and all losses, costs and expenses incurred by each Working Capital Lender attributable to a Breakage Event.

“Breakage Event” has the meaning provided in Section 5.05 (Funding Losses).

“Commitment Exposure” means as of any time of determination and with respect to each Working Capital Lender, the sum of (i) the principal amount of its Working Capital Loans outstanding, plus (ii) the principal amount of its LC Loans outstanding, plus (iii) in the case of each Swing Line Lender, the principal amount of its Swing Line Loans outstanding (excluding the aggregate amount thereof in respect of which other Working Capital Lenders are required to participate), plus (iv) in the case of each of the Issuing Banks, the aggregate undrawn amount of the outstanding Letters of Credit issued by it (excluding the aggregate amount thereof in respect of which other Working Capital Lenders are required to participate) plus (v) the aggregate amount of such Working Capital Lender’s participations in Letters of Credit issued by other Issuing Banks or participations in any Swing Line Loan.

“Commitment Fee Rate” means, with respect to any Working Capital Loan, the applicable rate per annum set forth below based upon the Borrower’s senior secured debt ratings then in effect:


	Ratings (S&P /Xxxxx’x /Fitch)	Commitment Fees
Category 1	BBB+/Baa1/BBB+	0.100%
Category 2	BBB/Baa2/BBB	0.125%
Category 3	BBB-/Baa3/BBB-	0.175%
Category 4	BB+/Ba1/BB+	0.200%

A-1-3

For purposes of the foregoing: (a) if only one Ratings Agency has assigned a rating to the Borrower’s senior secured debt, the applicable category shall be the category that corresponds to that rating; (b) if more than one Ratings Agency has assigned a rating to the Borrower’s senior secured debt, the applicable category shall be the category that corresponds to the highest assigned rating unless such ratings differ by two or more levels, in which case the applicable level will be deemed to be the one level below the higher of such levels; (c) if none of S&P, Xxxxx’x or Fitch have assigned a rating, but another Ratings Agency has assigned a rating, the applicable category shall be determined with reference to the equivalent rating provided by such other Ratings Agency; (d) if no Ratings Agency has assigned a rating to the Borrower’s senior secured debt, the applicable category shall be the category that corresponds to the corporate family rating of the Borrower and its Subsidiaries assigned by one or more Ratings Agencies, if available; (e) if no Ratings Agency has assigned a rating to the Borrower’s senior secured debt or assigned a corporate family rating to the Borrower or its Subsidiaries, the applicable category shall be Category 4; and (f) if the ratings assigned by any Ratings Agency to the Borrower’s senior secured debt (or, if applicable at such time, the corporate family rating) shall be changed (other than as a result of a change in the rating system of such Ratings Agency), such change shall be effective as of the date on which it is first announced by the applicable Ratings Agency, irrespective of when notice of such change shall have been furnished by the Borrower to the Working Capital Facility Agent and the Working Capital Lenders. Each change in the applicable category shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of any Ratings Agency shall change, the Borrower and the Working Capital Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system and, pending the effectiveness of any such amendment, the applicable category shall be determined by reference to the rating of such Ratings Agency most recently in effect prior to such change.

“Commitment Increase” has the meaning provided in Section 2.08(a) (Incremental Commitments – Commitment Increase).

“Commitment Increase Notice” has the meaning provided in Section 2.08(a) (Incremental Commitments – Commitment Increase).

“Commitment Percentage” means, as to any Working Capital Lender at any time, the percentage that such Working Capital Lender’s Working Capital Debt Commitment less its Commitment Exposure then constitutes of the Aggregate Working Capital Debt Commitment less the total Commitment Exposure of all Working Capital Lenders.

A-1-4

“Common Terms Agreement” has the meaning provided in the preamble.

“Communications” has the meaning provided in Section 11.10 (Notices and Other Communications).

“Defaulting Lender” means a Working Capital Lender which (a) has defaulted in its obligations to fund all or any portion of any Working Capital Loan or otherwise failed to comply with its obligations under Section 2.01 (Working Capital Loans), Section 2.04 (Funding), Section 2.07(g) (Reimbursement of Swing Line Loans.) or Section 3.03 (Reimbursement to Issuing Banks), unless (x) such default or failure is no longer continuing or has been cured within two (2) Business Days after such default or failure or (y) such Working Capital Lender notifies the Working Capital Facility Agent and the Borrower in writing that such failure is the result of such Working Capital Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) has notified the Borrower and/or the Working Capital Facility Agent that it does not intend to comply with its obligations under Section 2.01 (Working Capital Loans), Section 2.04 (Funding), Section 2.07(g) (Reimbursement of Swing Line Loans.) or Section 3.03 (Reimbursement to Issuing Banks) or has made a public statement to that effect (unless such writing or public statement relates to such Working Capital Lender’s obligation to fund a Working Capital Loan hereunder and states that such position is based on such Working Capital Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Working Capital Facility Agent or the Borrower, to confirm in writing to the Working Capital Facility Agent and the Borrower that it will comply with its prospective funding obligations under Section 2.01 (Working Capital Loans), Section 2.04 (Funding), Section 2.07(g) (Reimbursement of Swing Line Loans.) or Section 3.03 (Reimbursement to Issuing Banks) (provided that such Working Capital Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Working Capital Facility Agent and the Borrower) or (d) has, or has a direct or indirect parent company that has, other than via an Undisclosed Administration, (x) become the subject of a Bankruptcy Proceeding, (y) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (z) become the subject of a Bail-in Action; provided that, for the avoidance of doubt, a Working Capital Lender shall not be a Defaulting Lender solely by virtue of (i) the

A-1-5

ownership or acquisition of any equity interest in that Working Capital Lender or any direct or indirect parent company thereof by a Governmental Authority or (ii) in the case of a solvent Person, the precautionary appointment of an administrator, guardian, custodian or other similar official by a Governmental Authority under or based on the law of the country where such Person is subject to home jurisdiction supervision if Government Rule requires that such appointment not be publicly disclosed; in each case, where such action does not result in or provide such Working Capital Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Working Capital Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Working Capital Lender. Any determination by the Working Capital Facility Agent that a Working Capital Lender is a Defaulting Lender under any one or more of the clauses above shall be conclusive and binding absent manifest error, and such Working Capital Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower and each Working Capital Lender.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means (a) an existing Working Capital Lender or (b) any Affiliate of a Working Capital Lender; provided that, for any assignment, novation or transfer during the Working Capital Availability Period, if such assignee fails to meet the ratings criteria specified in Section 11.04(b) (Assignments) and the ratings criteria specified in the definition of Issuing Bank, the assignor shall agree in writing with the Borrower to remain obligated to promptly fund (or shall provide a guarantee from a parent company that satisfies the aforementioned ratings requirements guaranteeing to promptly fund) any duly requested disbursement of the Working Capital Debt Commitment assigned, novated or transferred to such assignee or transferee (or any part thereof) should such assignee or transferee default in its obligation to fund any portion of the Working Capital Debt Commitment assigned or transferred to it.

A-1-6

“Erroneous Payment” has the meaning assigned to it in Section 10.14(a) (Erroneous Payments).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 10.14(e) (Erroneous Payments).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Federal Funds Rate” means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal funds effective rate and (b) 0%.

“Fee Letters” means each fee letter, dated as of the date hereof, between or among the Borrower and each Working Capital Lender, each Swing Line Lender and the Working Capital Facility Agent.

“Fees” means, collectively, each of the fees payable by the Borrower for the account of any Working Capital Lender, any Issuing Bank, any Swing Line Lender or the Working Capital Facility Agent pursuant to Section 4.15 (Fees).

“Fronted Letter of Credit” means a Letter of Credit other than a Non-Fronted Letter of Credit.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender’s Applicable Percentage of the outstanding LC Loans with respect to Letters of Credit issued by such Issuing Bank other than LC Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Working Capital Lenders or cash collateralized in accordance with the terms hereof, and (b) with respect to any Swing Line Lender, such Defaulting Lender’s Applicable Percentage of outstanding Swing Line Loans made by such Swing Line Lender other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Working Capital Lenders.

“Fronting Fee” has the meaning assigned to it in Section 4.15(c) (Fees).

“Fronting Limit” means, at any time, with respect to any Issuing Bank, the amount set forth opposite the name of such Issuing Bank in the column entitled “Fronting Limit” on Schedule 3.02 (Issuing Bank Limits), or, in the case of any Working Capital Lender that becomes an Issuing Bank hereunder pursuant to Section 3.06 (Resignation as an Issuing Bank) or otherwise, such amount as set forth in the agreement evidencing the appointment of such Working Capital Lender as an Issuing Bank.

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“General Corporate Purposes Sublimit” has the meaning provided in Section 8.01 (Use of Proceeds).

“Guarantee” means the guarantees issued pursuant to the Common Security and Account Agreement by the Guarantors. The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.

“Guarantors” means CCL, CCP and CCP GP, each of which is a direct or indirect wholly owned subsidiary of the Borrower and is operated together with the Borrower as a single unit, and any other subsidiary of the Borrower that becomes a party to this Agreement and accedes to the Common Security and Account Agreement from time to time as permitted under the Finance Documents then in effect as a Guarantor for the benefit of all Senior Creditors, pursuant to Section 11.15 (Additional Guarantors) of the Common Security and Account Agreement.

“Incremental Amendment” has the meaning given in Section 2.08(c) (Incremental Commitments – Incremental Amendments).

“Incremental Lender” has the meaning given in Section 2.08(b) (Incremental Commitments – Commitment Increase Notice).

“Initial WCFA Assignment and Assumption Agreement” means the assignment and assumption agreement, dated as of the Working Capital Closing Date, between each assignor party thereto and Société Générale, as assignee, and consented and accepted by the Borrower, in respect of the Working Capital Facility Agreement.

“Initial Working Capital Facility Agreement” means the Amended and Restated Working Capital Facility Agreement, dated as of June 29, 2018, among the Borrower, the Guarantors, The Bank of Nova Scotia, as Working Capital Facility Agent, The Bank of Nova Scotia and Sumitomo Mitsui Banking Corporation, as Issuing Banks, Mizuho Bank, Ltd., as Swing Line Lender, and the lenders party thereto from time to time.

“Interest Payment Date” has the meaning provided in Section 4.04(a) (Interest Payment Dates).

“Interest Period Notice” means a notice in substantially the form attached hereto as Exhibit C, executed by an Authorized Officer of the Borrower or, in the case of a Working Capital Borrowing, a Working Capital Disbursement Request.

“ISP98” has the meaning given in Section 3.02(g) (Letters of Credit).

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“Issuing Bank” means each Working Capital Lender identified as an “Issuing Bank” on Schedule 3.02 (Issuing Bank Limits) and any other Working Capital Lender designated by the Borrower after the date hereof that has, or whose credit support provider has, a credit rating of A2 or higher by Xxxxx’x, A or higher by S&P or an equivalent rating by another nationally-recognized credit rating agency, and that has agreed in writing in its sole discretion to accept such designation as an Issuing Bank and to be bound by all of the terms contained in this Agreement and the other Finance Documents binding on an Issuing Bank in such capacity (provided that, a copy of such agreement has been delivered to the Working Capital Facility Agent), it being understood that such agreement may contain additional conditions to, or limitations on, such Issuing Bank’s obligation to issue Letters of Credit hereunder (including limits on the aggregate stated amount of Letters of Credit at any one time outstanding that may be issued by such Issuing Bank), and any such conditions or limitations are hereby incorporated by reference into this Agreement to the same extent and with the same force as if fully set forth herein. Each reference to an Issuing Bank contained in this Agreement and the other Finance Documents shall be deemed to refer to the applicable Working Capital Lender solely in its capacity as the issuer of Letters of Credit hereunder and not in its capacity as a Working Capital Lender, and each reference to a Working Capital Lender contained in this Agreement and the other Finance Documents shall be deemed to refer to such Working Capital Lender in its capacity as such and not in its capacity (if applicable) as an Issuing Bank.

“Issuing Bank Limit” has the meaning given in Section 3.02(e) (Letters of Credit).

“Joint Lead Arranger” means The Bank of Nova Scotia, Houston Branch, Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander S.A., New York Branch, Bank of America, N.A., Bank of China, New York Branch, CaixaBank, S.A., Canadian Imperial Bank of Commerce, New York Branch, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Credit Suisse Loan Funding LLC, DBS Bank Ltd., XXXXXXX SACHS BANK USA, HSBC Bank USA, N.A., ING Capital LLC, JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., New York Branch, Morgan Stanley Bank, N.A., MUFG Bank, Ltd., Natixis, New York Branch, RBC Capital Markets, Société Générale, Sumitomo Mitsui Banking Corporation, Standard Chartered Bank, Truist Securities, Inc., and Xxxxx Fargo Bank, National Association, in each case, not in its individual capacity, but as joint lead arranger hereunder and any successors and permitted assigns.

“LC Available Amount” means, for any Letter of Credit on any date of determination, the maximum amount available to be drawn under such Letter of Credit at any time on or after such date (assuming the satisfaction of all conditions for drawing enumerated therein).

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“XX Xxxx Collateral Account” means, an interest-bearing cash collateral account established upon the occurrence of a Working Capital Facility Event of Default by the Working Capital Facility Agent in its name for the benefit of the Working Capital Lenders, subject to the terms of this Agreement and the Common Security and Account Agreement.

“LC Exposure” means, as of any time of determination and with respect to any Issuing Bank, the sum of (a) the aggregate undrawn amount of the outstanding Letters of Credit issued by such Issuing Bank at such time plus (b) the aggregate amount of all LC Loans made by such Issuing Bank and in which no other Working Capital Lender is required to participate that have not yet been repaid at such time.

“LC Fee” has the meaning provided in Section 4.15(b) (Fees).

“LC Fee Rate” means, with respect to any Fronted Letter of Credit or Non-Fronted Letter of Credit, as the case may be, the applicable rate per annum set forth below based upon the Borrower’s senior secured debt ratings then in effect:


	Ratings (S&P /Xxxxx’x / Fitch	Letter of Credit Fees
Category 1	BBB+/Baa1/BBB+	1.00%
Category 2	BBB/Baa2/BBB	1.125%
Category 3	BBB-/Baa3/BBB-	1.250%
Category 4	BB+/Ba1/BB+	1.500%

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Agency has assigned a rating to the Borrower’s senior secured debt or assigned a corporate family rating to the Borrower or its Subsidiaries, the applicable category shall be Category 4; and (f) if the ratings assigned by any Ratings Agency to the Borrower’s senior secured debt (or, if applicable at such time, the corporate family rating) shall be changed (other than as a result of a change in the rating system of such Ratings Agency), such change shall be effective as of the date on which it is first announced by the applicable Ratings Agency, irrespective of when notice of such change shall have been furnished by the Borrower to the Working Capital Facility Agent and the Working Capital Lenders. Each change in the applicable category shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of any Ratings Agency shall change, the Borrower and the Working Capital Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system and, pending the effectiveness of any such amendment, the applicable category shall be determined by reference to the rating of such Ratings Agency most recently in effect prior to such change.

“LC Loan” means a loan by a Working Capital Lender to the Borrower deemed made pursuant to Section 3.03(c) and Section 3.03(f) (Reimbursement to Issuing Banks).

“LC Loan Termination Date” means, with respect to an LC Loan, the earlier to occur of (a) the Termination Date and (b) the one-year anniversary of the date of drawing of the Letter of Credit with respect to such LC Loan.

“LC Payment Notice” has the meaning provided in Section 3.03(a) (Reimbursement to Issuing Banks).

“LC Reimbursement Payment” has the meaning provided in Section 3.03(b) (Reimbursement to Issuing Banks).

“Lender Assignment Agreement” means a Lender Assignment Agreement, substantially in the form of Exhibit D.

“Letter of Credit” means a standby letter of credit in a form attached hereto as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, Exhibit B-4, Exhibit B-5 or Exhibit B-6 (which forms are acceptable to the Issuing Banks), in the forms of the letters of credit in effect immediately prior to the Working Capital Closing Date in the case of the letters of credit described on Schedule 3.08 (Existing Letters of Credit) or otherwise reasonably acceptable to the Issuing Bank issuing such letter of credit, in each case issued pursuant to Section 3.02 (Letters of Credit).

“Loan Parties” has the meaning provided in the recitals.

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“Loans” means Working Capital Loans and LC Loans.

“Maximum Rate” has the meaning provided in Section 11.08 (Interest Rate Limitation).

“Non-Consenting Lender” means in respect of a Working Capital Lender, if such Working Capital Lender has failed to consent to a proposed amendment, waiver, consent or termination which pursuant to the terms of Section 11.01 (Decisions; Amendments; Etc.) requires the consent of all of the Facility Lenders or all affected Working Capital Lenders and with respect to which Working Capital Lenders representing at least 66.67% of the sum of (a) the aggregate undisbursed Working Capital Debt Commitments plus (b) the then-aggregate outstanding principal amount of the Working Capital Loans (excluding in each such case any Working Capital Lender that is a Defaulting Lender or, except as otherwise provided in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement, a Collateral Party, the Sponsor or any of the Sponsor’s Affiliates, and each Working Capital Debt Commitment and any outstanding principal amount of any Working Capital Loan of any such Working Capital Lender) or Working Capital Lenders affected by such proposed amendment, waiver, consent or termination, as the case may be, shall have granted their consent.

“Non-Defaulting Lender” means, at any time, each Working Capital Lender that is not a Defaulting Lender at such time.

“Non-Fronted LC Amount” has the meaning provided in Section 3.02(f) (Letters of Credit).

“Non-Fronted Letter of Credit” means a Letter of Credit identified by the Borrower as such in the Request for Issuance.

“Non-Fronting Limit” means, at any time, with respect to any Issuing Bank, the amount set forth opposite the name of such Issuing Bank in the column entitled “Non-Fronting Limit” on Schedule 3.02 (Issuing Bank Limits), or, in the case of any Working Capital Lender that becomes an Issuing Bank hereunder pursuant to Section 3.06 (Resignation as an Issuing Bank) or otherwise, such amount as set forth in the agreement evidencing the appointment of such Working Capital Lender as an Issuing Bank, as the same may be (a) reduced from time to time in accordance with Section 2.05 (Termination or Reduction of Commitments), (b) increased from time to time in accordance with Section 2.08 (Incremental Commitments), and (c) reduced or increased from time to time pursuant to assignments by or to such Working Capital Lender pursuant to Section 11.04 (Assignments).

“Payment Recipient” has the meaning provided in Section 10.14 (Erroneous Payments).

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“Prime Rate” means the interest rate published in the Wall Street Journal as the “prime rate” for such day and if the Wall Street Journal does not publish such rate on such day, then such rate as most recently published prior to such day, or if for any reason such rate is no longer published or available, the rate publicly announced from time to time by the Working Capital Facility Agent (or successor selected by the Required Working Capital Lenders) as its prime rate.

“Ratings Agency” means, at any time of determination, (i) to the extent such organization maintains a rating for the Borrower’s senior secured debt, each of S&P, Xxxxx’x or Fitch, or (ii) if none of S&P, Xxxxx’x or Fitch maintains a rating for the Borrower’s senior secured debt at such time, then any other “nationally recognized statistical rating organization” registered with the SEC as determined by Borrower that maintains a rating for the Borrower’s senior secured debt.

“Refunded Swing Line Loan” has the meaning provided in Section 2.07(g) (Reimbursement of Swing Line Loans).

“Request for Issuance” has the meaning provided in Section 3.02(a) (Letters of Credit).

“Required Working Capital Lenders” means at any time, the Working Capital Lenders holding in excess of 50.00% of the sum of (a) the aggregate undisbursed Working Capital Debt Commitments plus (b) the then-aggregate outstanding principal amount of the Working Capital Loans (excluding in each such case any Working Capital Lender that is a Defaulting Lender or, except as otherwise provided in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement, a Collateral Party, the Sponsor or any of the Sponsor’s Affiliates, and each Working Capital Debt Commitment and any outstanding principal amount of any Working Capital Loan of any such Working Capital Lender). Such percentage shall be calculated by dividing the number of votes cast in favor of a Decision by the total number of votes cast with respect to such Decision.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Subsequent WCFA Assignment and Assumption Agreement” means the assignment and assumption agreement, dated as of the Working Capital Closing Date, between Société Générale, as assignor, and each assignee party thereto, and consented and accepted by the Borrower in respect of the Working Capital Facility Agreement.

“Swing Line Lender” means each Working Capital Lender that agrees to make Swing Line Loans under this Agreement, and any successor swing line lender hereunder. The initial Swing Line Lender will be The Bank of Nova Scotia, Houston Branch.

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“Swing Line Loan” has the meaning provided in Section 2.07(a) (Swing Line Loans).

“Swing Line Loan Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.07 (Swing Line Loans).

“Swing Line Loan Termination Date” means, with respect to a Swing Line Loan, the earliest to occur of (a) the end of the Working Capital Availability Period, (b) the date fifteen (15) days after such Swing Line Loan is made and (c) the first Borrowing Date occurring at least four (4) Business Days following the date such Swing Line Loan was made.

“Swing Line Sublimit” means an amount equal to fifty million US Dollars ($50,000,000).

“Term Loan Discharge Date” means the Discharge Date with respect to the Senior Debt under the Term Loan Facility Agreement.

“Term SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR.

“Termination Date” has the meaning provided in Section 2.02(a) (Availability).

“Trade Date” has the meaning provided in Section 11.04(b) (Assignments).

“UCP 600” has the meaning provided in Section 3.02(g)(iii) (Letters of Credit).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Undisclosed Administration” means, in relation to a Working Capital Lender or its direct or indirect parent company, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian, or other similar official by a supervisory authority or regulator under or based on the law in the country where such Working Capital Lender or such parent company is subject to home jurisdiction supervision, if applicable law requires that such appointment not be publicly disclosed.

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“Unmatured Working Capital Facility Event of Default” means a misrepresentation, breach of undertaking or other event or condition that has occurred and that, with the giving of notice or lapse of time or making of a determination, would constitute a Working Capital Facility Event of Default.

“WCFA Assignment and Assumption Agreements” means the Initial WCFA Assignment and Assumption Agreement and the Subsequent WCFA Assignment and Assumption Agreement.

“Working Capital Availability Period” has the meaning provided in Section 2.02(a) (Availability).

“Working Capital Borrowing” means each Advance of Working Capital Loans by or on behalf of the Working Capital Lenders on any single date to the Borrower in accordance with Section 2.04 (Funding) and Article VII (Conditions Precedent).

“Working Capital Closing Date” means the date on which the conditions precedent set forth in Section 7.01 (Conditions to Closing) have been satisfied or waived.

“Working Capital Commitment Fee” has the meaning provided in Section 4.15(a) (Fees).

“Working Capital Commitment Letter” means the commitment letter, dated June 7, 2022, by and among the Borrower, The Bank of Nova Scotia, Houston Branch, Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander S.A., New York Branch, Bank of America, N.A., Bank of China, New York Branch, CaixaBank, S.A., Canadian Imperial Bank of Commerce, New York Branch, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Credit Suisse Loan Funding LLC, DBS Bank Ltd., XXXXXXX XXXXX BANK USA, HSBC Bank USA, N.A., Industrial and Commercial Bank of China Limited, New York Branch, ING Capital LLC, JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., New York Branch, Morgan Stanley Bank, N.A., MUFG Bank, Ltd., Natixis, New York Branch, RBC Capital Markets, Société Générale, Sumitomo Mitsui Banking Corporation, Standard Chartered Bank, Truist Securities, Inc., Xxxxx Fargo Bank, National Association and each other Working Capital Lender that executes a joinder thereto from time to time.

“Working Capital Debt Commitment” means with respect to each Working Capital Lender, the commitment of such Working Capital Lender to (i) make Working Capital Loans, (ii) acquire participations in Swing Line Loans and Fronted Letters of Credit and (iii) make LC Loans in respect of either Fronted Letters of Credit or Non-Fronted Letters of Credit, in an aggregate amount not to exceed the amount set forth opposite the name of such Working Capital Lender in the column entitled “Total Working Capital Debt Commitment” in Schedule 2.01, or if such Working Capital Lender has entered into one or

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more Lender Assignment Agreements, set forth opposite the name of such Working Capital Lender in the Register maintained by the Working Capital Facility Agent as such Working Capital Lender’s commitment, as the same may be (a) reduced from time to time in accordance with Section 2.05 (Termination or Reduction of Commitments), (b) increased from time to time in accordance with Section 2.08 (Incremental Commitments), (c) reduced or increased from time to time pursuant to assignments by or to such Working Capital Lender pursuant to Section 11.04 (Assignments) and (d) utilized, as of the applicable date of determination, in the amount of such Working Capital Lender’s Commitment Exposure.

“Working Capital Disbursement Request” means (a) with respect to any Working Capital Loan, each request substantially in the form set forth in Exhibit A-1, and (b) with respect to any Swing Line Loan, each request substantially in the form set forth in Exhibit A-2.

“Working Capital Facility Agent” means The Bank of Nova Scotia, not in its individual capacity, but solely as administrative agent for the Working Capital Lenders hereunder, and each other Person that may, from time to time, be appointed as successor Working Capital Facility Agent in accordance with Section 10.07 (Resignation or Removal of Working Capital Facility Agent).

“Working Capital Facility Declared Default” means a Working Capital Facility Event of Default that is declared to be a default in accordance with Section 15.2 (Declaration of Loan Facility Declared Default) of the Common Terms Agreement.

“Working Capital Facility Event of Default” means any of the events set forth in Section 9.01 (Events of Default).

“Working Capital Final Maturity Date” means the fifth (5th) anniversary of the Working Capital Closing Date.

“Working Capital Lender Payment Notice” has the meaning provided in Section 3.03(c) (Reimbursement to Issuing Banks).

“Working Capital Lenders” means those Working Capital Lenders identified on Schedule 2.01 and each other Person that acquires the rights and obligations of any such Working Capital Lender in accordance with Section 11.04 (Assignments) but excluding any Person that has assigned all of its rights and obligations under the Working Capital Facility Agreement in accordance with Section 11.04 (Assignments) (other than in connection with the sale of participations) and Participants.

“Working Capital Finance Documents” means this Agreement, the Fee Letters, the Common Terms Agreement and the Common Security and Account Agreement.

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“Working Capital Loan” has the meaning provided in Section 2.02(a) (Availability).

“Working Capital Obligations” means, collectively, all Senior Debt Obligations arising under the Working Capital Facility Agreement.

“Working Capital Register” has the meaning provided in Section 2.04(e) (Funding).

“Working Capital Secured Parties” means the Working Capital Lenders, the Issuing Banks, the Swing Line Lenders, the Working Capital Facility Agent, the Security Trustee and each of their respective successors and permitted assigns, in each case in connection with the Working Capital Facility Agreement.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

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CORPUS CHRISTI LIQUEFIED NATURAL GAS PROJECT SECOND AMENDED AND RESTATED WORKING CAPITAL FACILITY AGREEMENT CHENIERE CORPUS CHRISTI HOLDINGS, LLC, as Borrower, CORPUS CHRISTI LIQUEFACTION, LLC, CHENIERE CORPUS CHRISTI PIPELINE, L.P., CORPUS CHRISTI...

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