June 15, 2022 CORPUS CHRISTI LIQUEFACTION, LLC and CHENIERE MARKETING INTERNATIONAL LLP SHIPPING SERVICES AGREEMENT in relation to THE PGNiG SPA

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SCHEDULE 1 SERVICES

SCHEDULE 2 DIVERSION

SCHEDULE 3 FORM OF PAYMENT GUARANTEE AND ACCEPTABLE LETTER OF CREDIT

SCHEDULE 4 FOB LOADING

SCHEDULE 5 FOB ANNUAL DELIVERY PROGRAMME AND FOB NINETY DAY SCHEDULE

SCHEDULE 6 FORM OF FOB PORT LIABILITY AGREEMENT

SCHEDULE 7 FORM OF MASTER DIRECT AGREEMENT

CORPUS CHRISTI LIQUEFACTION, LLC, a limited liability company incorporated and registered in Delaware whose registered office is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Project Co”); and

CHENIERE MARKETING INTERNATIONAL LLP, a limited liability partnership incorporated and registered in England and Wales (with company number OC389850) and whose registered office is The Zig Zag Building, 3rd floor, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (the “Transporter”).

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

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

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

DEFINITIONS AND INTERPRETATION

Definitions

Acceptable Bank:

Acceptable Credit Rating:

Acceptable Letter of Credit:

Actual Laytime:

Adverse Weather Conditions:

Affiliate:

Agreement:

Allotted Laytime:

Alternate Production Facility:

Amount Payable:

Applicable Laws:

Approvals:

Btu:

Business Day:

Cancellation Right:

Cancelled Cargo:

Cargo DoP Payment:

Claim:

Commercial Operations Date:

Compliance Obligations:

Compliance Obligations Breach:

Confidential Information:

Connecting Pipeline:

Contract Year:

Corpus Christi Facility:

Cover Damages:

Credit Rating:

Day:

a period of twenty-four (24) consecutive hours starting at 00:00 hours local time:

(a)   in the case of obligations related to the Unloading Port, at the location of such Unloading Port;

(b)   in the case of the Corpus Christi Facility or the Loading Port associated therewith, Central Time; and

(c)   in any case where the context so requires, in the time zone relevant to the particular location;

Delivered Cargo:

Delivered FOB Heel:

Delivery Point:

DES:

DES ADP:

DES Buyer:

DES Delivery Window:

DES Ninety Day Schedule:

DES SCQ:

DES SPA:

DES SPA FM Cargo:

DES SPA FM Claim:

Direct Agreement:

Dispute:

Diversion Conditions:

Diverted Cargo:

Diverted Cargo Cancellation Notice:

Diverted Cargo DoP Payment:

Diverted Cargo DoP Quantity:

Diverted Cargo Force Majeure:

Diverted Cargo Mitigation Sale:

Diverted Cargo Shortfall Quantity:

Effective Date:

ETA:

Expert:

Export Authorizations:

Final Contract Year:

First Contract Year:

FM Notice:

FOB ADP:

FOB Conversion:

FOB Delivery Point:

FOB Delivery Window:

FOB Heel:

FOB Ninety Day

Schedule:

FOB Port Liability

Agreement:

FOB Price:

FOB SCQ:

FOB Specifications:

Foundation Customer:

Foundation Customer

Priority:

FTA Export Authorization:

Gas:

Governmental Authority:

Gross Heating Value:

HH_DES:

HH_FOB:

In-Transit First Notice:

In-Transit Second Notice:

In-Transit Third Notice:

In-Transit Final Notice:

Incomplete Delivery:

International LNG Terminal Standards:

International LNG Vessel Standards:

International Standards:

LCIA:

Lender:

Lenders’ Agent:

LNG:

LNG Tanker:

Loaded Cargo:

Loading Date:

Loading Point:

Loading Port:

Loss:

Major Scheduled Maintenance Quantity:

Marine Services:

Measurement Dispute:

Mitigation Sale:

Mitigation Services:

MMBtu:

Month:

New FOB SPA

Non-FTA Export Authorization:

Notice of Readiness:

Notified Party:

Off-Spec Diverted Cargo:

Off-Spec FOB LNG:

One-Month SOFR:

Operational Tolerance:

Optional Service Period:

Original SPA:

Party:

Payor:

Person:

Pilot:

Port and Marine Charges:

Port and Marine

Facilities:

Port Charges:

Port Liability Agreement:

Prepayment Amount:

Primary Production

Facility:

Primary Receiving

Terminal:

Project Co:

Project Co Taxes:

Production Facility:

Provisional Invoices:

Reasonable and Prudent Operator:

Receiving Terminal:

Receiving Terminal

Pipeline:

Related Agreement

Dispute:

Request for Arbitration:

Reserved Matters:

Rules:

Scheduling Services:

Service Information:

Service Intellectual

Property:

Services:

Shipping Services:

SOFR:

Specifications:

Stage III Facilities:

Start Date:

Swapped Cargo:

Swapped Cargo Contract:

Taxes:

Term:

Terminal Operator:

Terminating Party:

Termination Event:

Third Party:

Third Party Claim:

Transfer Taxes:

Transport Fee:

Transportation Services:

Transporter:

Transporter Aggregate Liability:

Transporter Failure

Amount:

Transporter FM Cargo:

Transporter Liability Cap:

Transporter Taxes:

Transporter Shortfall Quantity:

Trigger Event:

Unloading Port:

USD or US$:

Interpretation

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

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

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

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

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

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

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

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

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

Replacement of Rates and Indices No Longer Available

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

If the Parties fail to agree on a replacement rate or index within thirty (30) Days, the Parties may submit such issue to an Expert pursuant to Clause 24.2, as amended by the provisions of this Clause 1.3.2. Any Expert selected shall be instructed to select the published rate or index, or a combination of published rates or indices, with adjustments as necessary or appropriate, which most nearly preserves the intent and economic result of the original rates or indices. If the Parties are not able to agree upon an Expert within ten (10) Days after the receipt of the notice of request for expert determination, either Party may elect to refer the determination of the replacement rate or index for arbitration in accordance with Clause 24.1.

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

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

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

START DATE

Project Co shall notify the Transporter of the anticipated Commercial Operations Date no less than ninety (90) Days prior to the date on which Project Co reasonably anticipates the Commercial Operations Date to occur. Thereafter, Project Co shall keep the Transporter informed as to the progress being made in constructing the Stage III Facilities and Project Co’s reasonable estimate of when the Commercial Operations Date will occur.

Project Co shall notify the Transporter promptly upon the occurrence of the Commercial Operations Date.

The “Start Date” shall be a date nominated by Project Co that occurs prior to or on the date that is three hundred sixty-five (365) Days after the Commercial Operations Date. Project Co shall provide the Transporter at least thirty (30) Days’ prior notice of the Start Date.

TERM

Term

Contract Year

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

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

APPOINTMENT OF THE TRANSPORTER

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

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

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

Project Co shall promptly:

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

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

STATEMENT OF AUTHORITY

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

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

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

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

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

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

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

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

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

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

PERFORMANCE OF THE SERVICES

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

all Applicable Laws;

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

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

the obligations of Project Co under the DES SPA; and

the terms of any Export Authorizations.

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

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

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

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

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

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

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

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

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

DES SPA MATTERS

Amendment of the DES SPA

Claims against the DES Buyer

DIVERTED CARGOES

LOADING POINT, TITLE AND RISK

Loading Point

Title and risk

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

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

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

TRANSPORTATION AND LOADING

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

Cost Reimbursement in respect of the DES SPA

Pass-Through of Cost Reimbursements. Project Co shall reimburse the Transporter for any costs and expenses incurred by the Transporter in connection with this Agreement where, and to the extent that, Project Co is entitled under the DES SPA to be reimbursed by DES Buyer for such costs and expenses.

Port and Marine Charges.

The Transporter shall be responsible for obtaining, and bear the risk of, Marine Services at the Unloading Port. In obtaining Marine Services, the Transporter shall act as if it were responsible for the payment of those services.

Project Co shall in respect of each cargo be responsible for paying all Port and Marine Charges for use of the Unloading Port, whether directly to the appropriate Person or as a reimbursement to the Transporter to the extent the Transporter has paid or is responsible for paying Port and Marine Charges in respect of such cargo.

The Transporter shall reimburse Project Co for any amount Project Co becomes liable to pay to DES Buyer under Section 7.7.3 of the DES SPA.

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

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

The Parties agree that LNG Tankers may be modified in any manner whatsoever. To the extent:

the Transporter modifies an LNG Tanker in a manner that renders such LNG Tanker incompatible with the Primary Receiving Terminal; and

such modification is not required by and made pursuant to a change in International Standards or Applicable Laws,

The Parties acknowledge that the Primary Receiving Terminal may be modified by DES Buyer pursuant to Section 7.3.1 of the DES SPA. If the Primary Receiving Terminal is so modified, Project Co shall reimburse the Transporter in respect of the Transporter’s costs and expenses in connection with modifying any LNG Tanker to the extent such costs and expenses are reimbursable to Project Co by DES Buyer under said Section 7.3.2.

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

Safety

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

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

TRANSPORT FEE

Transport Fee for Delivered Cargoes

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

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

Transport Fee for Incomplete Deliveries

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

In respect of any Incomplete Delivery where the relevant cargo scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable, is loaded by the Transporter hereunder, the “Transport Fee” shall be calculated in accordance with Clause 11.1.2 but replacing the definition of “Discharge Volume” with the following:

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

INVOICING AND PAYMENT

Invoicing

Invoices for Transport Fees

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

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

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

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

Invoices for Various Sums Due

Notice of Invoices

Provisional Invoices

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

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

Payment

Due Date for Payment

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

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

Payment Method

Designated Bank

Payment Date

Disputed Invoice

Payment Pending Dispute

Timing

Interest

Measurement or Analysing Errors

Delay in Payment

Interest

Costs and Expenses

Audit Rights

Transporter’s Right to Suspend Performance

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

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

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

Final Settlement

TAXES AND VAT

Responsibility

Transporter Taxes

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

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

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

Project Co Taxes

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

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

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

Withholding Taxes

Transfer Taxes

OPTIONAL SERVICE PERIOD

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

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

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

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

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

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

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

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

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

FORCE MAJEURE

Project Co Force Majeure

Transporter Force Majeure

Consequences of Force Majeure

Project Co Force Majeure Claim

Transporter Force Majeure Claim

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

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

Notification

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

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

the anticipated portion of the cargoes scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable, that will not be made available or taken, as the case may be, by reason of Transporter Force Majeure if Transporter is the affected Party or by reason of Project Co Force Majeure if Project Co is the affected Party.

Measures

LIABILITIES AND INDEMNIFICATION

Contravention of this Agreement

Performance Failure

Failure by Project Co to make available required volume of LNG

Failure by the Transporter to complete the delivery of cargo

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

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

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

Demurrage and Excess Boil-off

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

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

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

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

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

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

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

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

Limitations on Liability

Incidental and Consequential Losses

any special, indirect, incidental, consequential or exemplary losses of any type;

any loss of income or profits, loss of revenue, loss of opportunity or loss of business, increased costs or expenses, or wasted expenditure;

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

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

Exclusive Remedies

Liquidated Damages

Express Remedies

Remedies in Contract

Transporter Aggregate Liability for Certain Events

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

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

The “Transporter Liability Cap” shall be USD ***(US$***).

Disclaimer of Warranties

Conduct of Claims

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

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

In respect of any Third Party Claim, Transporter shall:

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

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

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

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

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

INSURANCE

The Transporter shall ensure that insurances are procured and maintained for each LNG Tanker being used to deliver LNG in accordance with Section 15.6 of the DES SPA to such extent to ensure Project Co is in compliance with such Section 15.6.

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

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

REPRESENTATIONS AND WARRANTIES

Representations and Warranties of the Transporter

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

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

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

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

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

Representations and Warranties of Project Co

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

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

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

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

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

Business Practices

EXCHANGE OF INFORMATION

INTELLECTUAL PROPERTY

Service Information and Service Intellectual Property ownership

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

Optional Service Period

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

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

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

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

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

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

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

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

Service Information retention and audit

The Transporter shall retain copies of all:

Service Information; and

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

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

DES Buyer asserts that Project Co has not complied with its obligations under Sections 26.1.1, 26.2, 26.3.1(ii) and 26.3.2 of the DES SPA (together the “Compliance Obligations”) and DES Buyer subsequently instructs an independent auditor to audit the records of Project Co in respect of the asserted noncompliance;

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

the Compliance Obligation Breach arose from an act or omission of the Transporter or any of the Transporter’s employees, contractors or agents,

Subject to Clauses 16.4 and 20.3.4, if Project Co breaches Sections 26.1.1, 26.3 or 26.4 of the DES SPA and such breach(es) arose from an act or omission of the Transporter or any of the Transporter’s employees, contractors or agents, the Transporter shall indemnify and hold harmless Project Co from all Losses arising from such breach(es).

The Transporter shall not be required to indemnify and hold harmless Project Co under Clause 20.3.2 or Clause 20.3.3 against any Losses arising from a Compliance Obligation Breach or Project Co’s breach of Sections 26.1.1, 26.3 or 26.4 of the DES SPA to the extent that the Transporter’s act or omission which gave rise to the Compliance Obligation Breach or other relevant breach(es) of the DES SPA was in response to an express instruction of Project Co.

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

CONFIDENTIALITY

Duty of Confidentiality

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

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

independently developed by the recipient,

Permitted Disclosures

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

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

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

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

without limiting Clause 21.2.1(C), if required and to the extent required by any Applicable Laws, or such Party becomes legally required (by oral questions, interrogatories, request for information or documents, orders issued by any Governmental Authority or any other process) to disclose such information, or to the extent necessary to enforce Clause 24.1.1 or 24.1.2 or any arbitration award or binding decision of an Expert (including by filing Confidential Information in proceedings before a court or other competent judicial authority) or to enforce other rights of a party to the Dispute; provided that such Party shall, to the extent practicable, give prior notice to the other Party of the requirement and the terms thereof and shall cooperate with the other Party to minimise the disclosure of the information, seek a protective order or other appropriate remedy, and if such protective order or other remedy is not obtained, then such Party will furnish only that portion of such information that it is legally required to furnish;

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

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

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

to any arbitrator appointed in accordance with Clause 24.1.4, or Expert appointed pursuant to Clause 24.2.1, or to any other party to an arbitration or Expert proceeding arising under or in connection with this Agreement, or to any witnesses appearing in an arbitration under Clause 24.1.4 or in an Expert proceeding under Clause 24.2.1; or

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

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

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

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

Duration of Confidentiality

DEFAULT AND TERMINATION

Termination Events

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

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

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

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

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

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

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

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

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

Termination

Notice of Termination

Timing

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

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

Termination Notice Period

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

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

Handover Requirements

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

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

Rights Accrued Prior to Termination

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

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

Limits to Termination

Survival

TERMINATION OF DES SPA

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

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

DISPUTE RESOLUTION AND GOVERNING LAW

Dispute Resolution

Arbitration

Rules

Number of Arbitrators

Method of Appointment of the Arbitrators

Definitions

“Consolidation Order”: an order by an arbitral tribunal that a First-filed Dispute and a Later Dispute be resolved in the same arbitral proceedings.

“Existing Dispute”: any Dispute and/or Related Agreement Dispute.

“First-filed Dispute”: any Dispute and/or Related Agreement Dispute where a Request for Arbitration has been filed with the LCIA before a Request for Arbitration has been filed with the LCIA in relation to a Later Dispute.

“Joinder”: the joining of a party to this Agreement or a Related Agreement to an Existing Dispute.

“Joinder Order”: an order by an arbitral tribunal that a party to this Agreement or a Related Agreement be joined to an Existing Dispute.

“Later Dispute”: any Dispute or Related Agreement Dispute where a Request for Arbitration has been filed with the LCIA after a Request for Arbitration has been filed with the LCIA in respect of a First-filed Dispute.

“Related Agreement”: the DES SPA and any Direct Agreement entered into in accordance with Clause 25.4.2.

“Related Agreement Dispute”: any dispute or claim arising out of or in connection with a Related Agreement or its subject matter, existence, negotiation, validity, termination or enforceability (including any non-contractual dispute or claim).

“Request for Arbitration”: a written request for arbitration delivered to the LCIA Registrar in accordance with the Rules.

Joinder

Before the constitution of the arbitral tribunal in an Existing Dispute, any party to such Existing Dispute may effect Joinder by serving notice on any party to this Agreement or a Related Agreement whom it seeks to join, provided that such notice is also sent to all other parties to the Existing Dispute and the LCIA Court within thirty (30) Days of service of the Request for Arbitration. The joined party will become a claimant or respondent party (as appropriate) to the Dispute and participate in the arbitrator appointment process in Clause 24.1.4.

After the constitution of the arbitral tribunal in an Existing Dispute, any party to that Existing Dispute may apply to the arbitral tribunal for a Joinder Order provided that such application is also sent to all parties to the Existing Dispute and the party it seeks to join. On hearing such application, the arbitral tribunal may, if it considers it appropriate, make a Joinder Order. Notice of such Joinder Order must be given to all parties to the Existing Dispute, the joined party and the LCIA Registrar.

Each Party to this Agreement consents to Joinder in accordance with this Clause and agrees to be bound by any award made by the arbitral tribunal in an Existing Dispute to which it is joined even if it chooses not to participate in the proceedings.

Cross-Claim

such cross-claim is based upon a dispute substantially related to the Dispute in the relevant Request for Arbitration; and

such cross-claim is made by written notice to the LCIA Court and to all other parties within either twenty-eight (28) Days from the receipt by such party of the relevant Request for Arbitration or such longer time as may be determined by the LCIA Court or the arbitral tribunal.

Consolidation

Any party to both a First-filed Dispute and Later Dispute(s) may apply to the arbitral tribunal appointed in the First-filed Dispute for a Consolidation Order in relation to any Later Dispute(s). That party must also send such application to all parties to the First-filed Dispute and the Later Dispute.

The arbitral tribunal appointed in relation to the First-filed Dispute may, if it considers it in the interests of justice and efficiency, make a Consolidation Order on hearing such application.

If the arbitral tribunal in the First-filed Dispute makes a Consolidation Order, it will immediately, to the exclusion of other tribunals, have jurisdiction finally to resolve the Later Dispute(s). The parties agree that they will be bound by the Consolidation Order and any subsequent orders and awards issued in such circumstances even if they choose not to participate in the proceedings.

Notice of the Consolidation Order must be given to any arbitrators already appointed in relation to the Later Dispute(s) and the LCIA Registrar. Any appointment of an arbitrator in relation to the Later Dispute(s) before the date of the Consolidation Order will terminate immediately and the arbitrator will be deemed to be discharged. This termination is without prejudice to the validity of any act done, or order or award made by that arbitrator or by any court in support of that arbitration before that arbitrator’s appointment is terminated; his or her entitlement to be paid proper fees and disbursements; and the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision.

Commencing a Single Arbitration

Successors and Assigns

Seat or Place of Arbitration

Language

Finality and Entry of Judgment on the Award

Notice

Impartiality and Conduct of the Arbitrators

Interim Measures

Costs and Attorneys’ Fees

Interest

Currency of Award

Enforcement of the Award

Confidentiality

Expert Determination

General

In the event of any disagreement between the Parties regarding a measurement under Exhibit A hereto or any other Dispute which the Parties agree to submit to an Expert (in either case, a “Measurement Dispute”), the Parties hereby agree that such Measurement Dispute shall be resolved by an Expert selected in accordance with this Clause 24.2.1. The Expert is not an arbitrator of the Measurement Dispute and shall not be deemed to be acting in an arbitral capacity.

The Party desiring an expert determination shall give the other Party to the Measurement Dispute notice of the request for such determination. If the Parties to the Measurement Dispute are unable to agree upon an Expert within ten (10) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the Parties to the Measurement Dispute, the International Chamber of Commerce International Centre for ADR (“ICC”) shall appoint such Expert and shall administer such expert determination through the ICC’s Rules for Expertise.

The Expert shall be and remain at all times wholly independent and impartial, and, once appointed, the Expert shall have no ex parte communications with any of the Parties to the Measurement Dispute concerning the expert determination or the underlying Measurement Dispute.

The Parties to the Measurement Dispute shall cooperate fully in the expeditious conduct of such expert determination and provide the Expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner.

The Expert shall be entitled to determine the procedure to be followed in arriving at his decision (in the absence of agreement between the Parties) and, subject to the agreement of the Parties to the Measurement Dispute, to appoint legal or other advisers.

Before issuing a final decision, the Expert shall issue a draft decision and allow the Parties to the Measurement Dispute to comment on it during a period of five (5) Days.

The Expert shall exercise reasonable endeavours to resolve the Measurement Dispute within thirty (30) Days after his appointment (failing which shall not invalidate his mandate), taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The fees of the Expert shall be shared equally.

Final and Binding

the decision shall remain binding and be implemented without delay unless and until finally replaced by an award;

the decision shall be entitled to a rebuttable presumption of correctness; and

the Expert shall not be appointed in the arbitration as an arbitrator, as a factual or expert witness (other than expert witness appointed by the tribunal), or as advisor to either Party without the written consent of both Parties.

Arbitration of Expert Determination

either Party may elect within five (5) Days of the Expert’s appointment, or

a Party may elect, without the need to commence expert determination under Clause 24.2.1,

Governing Law

ASSIGNMENTS

Merger, Consolidation

Assignments by Transporter

Prior Written Consent

Without Prior Consent

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

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

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

Further Obligations

Assignments by Project Co

Prior Written Consent

Transfer of DES SPA

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

Where Project Co assigns or novates the DES SPA but does not at the same time, assign or novate this Agreement to the same Person, then this Agreement shall terminate with effect from the date of such novation or assignment of the DES SPA and Project Co shall pay the Transporter the termination payment referred to in Clause 23.

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

Pursuant to Direct Agreement.

Further Obligations

Financing by Project Co or its Affiliates

Lender Financing

Assignment as Security

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

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

FOB CONVERSION

Notice of FOB Conversion

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

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

New FOB SPA

Unless the Parties agree otherwise:

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

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

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

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

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

Finalisation of documentation

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

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

MISCELLANEOUS

Disclaimer of Agency

Entire Agreement

Third Party Beneficiaries

Amendments and Waiver

Further Assurances

Severability

Counterparts

NOTICES

Form of Notice

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

made in the English language;

made in writing;

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

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

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

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

The Zig Zag Building, 3rd floor, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇

Effective Time of Notice

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

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

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

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

Notices under DES SPA

BUSINESS PRACTICES

Prohibited Practices

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

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

Trade Law Compliance

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

the date of this Agreement;

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

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

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

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

Records; Audit

Indemnity

THE SERVICES

the Transportation Services, described in Paragraph 2 below;

the Shipping Services, described in Paragraph 3 below;

the Scheduling Services described in Paragraph 4 below;

the Mitigation Services described in Paragraph 5.

TRANSPORTATION SERVICES

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

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

SHIPPING SERVICES

obtaining, maintaining and providing LNG vessels as needed:

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

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

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

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

the provision of notices pursuant to Section 3.1.3(b) of the DES SPA on behalf of Project Co;

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

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

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

permitting DES Buyer to exercise all rights of inspection and otherwise under Section 7.6.3 of the DES SPA in relation to LNG Tankers;

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

performing all of Project Co’s obligations under Sections 7.14.4 and 7.15 of the DES SPA;

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

in the event that DES Buyer gives notice under Section 8.5.1 of the DES SPA, Transporter shall (on behalf of Project Co and without the consent of Project Co) as soon as reasonably practicable notify DES Buyer of its determination as to whether the conditions set out in Section 8.5.1 of the DES SPA are satisfied. If Transporter determines that one or more of the conditions set out in Section 8.5.1 of the DES SPA has or have not been satisfied, Transporter shall notify DES Buyer and, if requested by DES Buyer, Transporter shall consult with DES Buyer regarding any unsatisfied conditions. If Transporter determines, acting as a Reasonable and Prudent Operator, that one or both of the conditions set out in Section 8.5.2 of the DES SPA are no longer satisfied, Transporter shall (on behalf of Project Co and without the consent of Project Co) as soon as reasonably practicable notify DES Buyer of its determination;

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

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

the issuance of invoices in Project Co’s name;

the provision of transportation-related notices to DES Buyer

the vetting and approval of re-gasification terminals; and

all interactions with DES Buyer agent at the Receiving Terminal;

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

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

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

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

SCHEDULING SERVICES

Scheduling Process for FOB ADP and DES ADP

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

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

Changes to DES ADP

DES Buyer requests to change the DES ADP

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

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

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

Change of Receiving Terminal. In the event that DES Buyer submits a request to change the Receiving Terminal in respect of any cargo(es) under Section 8.5.3, 8.5.4 or 8.5.5 of the DES SPA, the Transporter shall as soon as reasonably practicable notify Project Co of such request and make a recommendation to Project Co regarding whether the conditions and/or requirements set out in Section 8.5.3, 8.5.4 or 8.5.5 (as applicable) of the DES SPA are satisfied. As soon as reasonably practicable but in any event no later than two (2) Business Days after receipt of such recommendation, Project Co shall accept or reject such recommendation. If Project Co fails to either accept or reject such recommendation within two (2) Business Days, the recommendation shall be deemed to have been accepted by Project Co and the Transporter shall be entitled to act in accordance with its recommendation. Project Co shall reimburse the Transporter for any incremental costs associated with any change of Receiving Terminal in respect of any cargo(es) under the DES SPA.

Other Receiving Terminal Nominations. In the event that DES Buyer submits a request in accordance with Section 8.5.7 of the DES SPA, the Transporter shall notify Project Co of such request and the Parties shall discuss a mutually agreeable response thereto.

Transporter changes to the DES ADP

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

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

MITIGATION SERVICES

DES Buyer Failure to Take

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

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

DES SPA Force Majeure Claim

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

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

DES Buyer’s Cancellation Rights under the DES SPA

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

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

Project Co shall pay the Transporter an amount equal to the aggregate of: (i) the Transport Fee applicable to the Cancelled Cargo as calculated pursuant to Clause 11.2.2 or Clause 11.2.3, as applicable; plus (ii) an amount equal to USD *** (US$***) multiplied by the quantity of LNG delivered under the relevant Mitigation Sale plus (iii) any incremental costs incurred by Transporter as a result of the Mitigation Sale; or

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

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

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

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

DIVERSION OPPORTUNITY

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

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

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

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

the Transporter has either:

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

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

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

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

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

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

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

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

Transporter’s right to cancel Diverted Cargoes.

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

the Transporter has:

paid Project Co an amount equal to the Prepayment Amount in respect of the Diverted Cargo; and

has executed a Swapped Cargo Contract;

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

Project Co has not, within three (3) Days of receipt of the Diverted Cargo Cancellation Notice, objected to such election on the ground that Project Co considers (acting reasonably) that such cancellation would impose material incremental costs on Project Co and/or have a material adverse operational or revenue impact on Project Co or the Primary Production Facility.

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

PAYMENT FOR SWAPPED CARGOES AND DIVERTED CARGOES

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

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

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

Swapped Cargo. In respect of each Swapped Cargo that is a Delivered Cargo:

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

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

UPSIDE OF SWAPPED CARGOES AND DIVERTED CARGOES

LIMITATIONS ON LIABILITY

SALE AND PURCHASE

General

Transportation

QUANTITY

FOB DELIVERY WINDOW

QUALITY

Specification

Determining Diverted Cargo Specifications

Off-Specification Diverted Cargo

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

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

Notwithstanding the foregoing, in no circumstances shall any amounts payable under Paragraph 4.3.1 of Part B of this Schedule 2 in respect of a Diverted Cargo exceed the amount that would have been payable by Project Co to DES Buyer under Section 12.3 of the DES SPA in respect of such cargo had it been delivered to DES Buyer under the DES SPA.

CONTRACT SALES PRICE

INVOICING AND PAYMENT

TRANSFER OF TITLE AND RISK OF LOSS

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

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

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

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

LOADING

SCHEDULING CHANGES

MEASUREMENT AND TESTING

LIABILITIES, DEFAULT AND REMEDIES

Transporter’s Failure to Take

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

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

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

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

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

quantities rejected by the Transporter in accordance with Paragraph 11.2.6.

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

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

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

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

Notwithstanding the foregoing, if the Diverted Cargo Shortfall Quantity is within the operational tolerance of two percent (2%) of the FOB SCQ for such Diverted Cargo (“Operational Tolerance”) (such Operational Tolerance to be exercised by Transporter only with respect to operational matters regarding the LNG Tanker, and without regard to Gas markets or other commercial considerations), the Cover Damages shall be zero USD (US$0.00).

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

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

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

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

Project Co’s Failure to Make Available

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

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

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

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

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

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

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

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

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

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

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

DIVERTED CARGO FORCE MAJEURE

Diverted Cargo Force Majeure

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

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

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

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

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

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

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

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

Limitations on Diverted Cargo Force Majeure

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

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

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

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

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

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

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

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