PURCHASE ORDER CONTRACT FOR THE SALE OF LIQUEFACTION TRAIN SYSTEM

Exhibit 10.45

Certain identified information has been omitted from this document because (i) it is not material and is the type that the Company customarily and actually treats as private or confidential, and/or (ii) if disclosure would constitute a clearly unwarranted invasion of personal privacy and has been marked with “[***]” to indicate where omissions have been made.

Execution Version

PURCHASE ORDER CONTRACT

FOR THE SALE OF LIQUEFACTION TRAIN SYSTEM

THIS PURCHASE ORDER CONTRACT FOR THE SALE OF LIQUEFACTION TRAIN SYSTEM (hereinafter this “Agreement”) is entered into as of April 7, 2023 (the “Effective Date”) by and between XXXXX XXXXXX ENERGY SERVICES LLC, a limited liability company organized and existing under the laws of the State of Delaware, with an address and place of business at 00000 Xxxxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 (hereinafter the “Seller”), and VENTURE GLOBAL CP2 LNG, LLC, a limited liability company organized and existing under the laws of the State of Delaware, with an address at 0000 00^xx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxxxx, XX 00000 (hereinafter the “Buyer”).

The Buyer and the Seller are referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, Buyer intends to develop, construct and operate a liquefied natural gas (“LNG ”) export facility and terminal on a site adjacent to the Calcasieu Ship Channel, in Cameron Parish, Louisiana, south of Lake Charles, Louisiana, U.S.A. (as defined in Appendix A (General Terms & Conditions);

WHEREAS, Seller designs, engineers, fabricates and manufactures certain natural gas liquefaction equipment in Seller’s affiliated manufacturing facilities;

WHEREAS, Seller sells Liquefaction Train Systems, as defined in Appendix A (General Terms & Conditions);

WHEREAS, Buyer desires to purchase the Liquefaction Train System from Seller for deployment at the Facility, under the terms and conditions set forth herein; and

WHEREAS, Seller is providing, subject to the terms and conditions of this Agreement, an Unconditional Performance Obligation (as defined herein) with production and efficiency standards for the Liquefaction Train System forming part of the process system of the Facility.

NOW, THEREFORE, in consideration of these Recitals, the mutual covenants, promises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

Seller agrees to manufacture, sell and deliver the Liquefaction Train System to Buyer as set forth in Appendix C (Scope of Supply & Project Schedule) to this Agreement.

In consideration of the supply of a Liquefaction Train System as described in Appendix A (General Terms & Conditions) and Appendix C (Scope of Supply & Project Schedule), the Buyer will pay to the Seller the contract price in the increments and on the payment schedule as specified in Appendix A (General Terms & Conditions) and Appendix B (Pricing; Payment Terms & Cancellation Schedule). Termination and cancellation charges shall be as specified in Appendix A (General Terms & Conditions) and Appendix B (Pricing; Payment Terms & Cancellation Schedule).

Seller shall complete the performance of all of its obligations set forth in Appendix A (General Terms & Conditions) and Appendix C (Scope of Supply & Project Schedule) in accordance with the activity completion and delivery schedule described in Appendix C (Scope of Supply & Project Schedule) and the terms of this Agreement. The Liquefaction Train System shall be delivered subject to the Incoterms 2020 as described in Appendix A (General Terms & Conditions) and Appendix C (Scope of Supply & Project Schedule). Buyer shall complete performance of all of its obligations set forth in Appendix A (General Terms & Conditions) and Appendix B (Pricing; Payment Terms & Cancellation Schedule) in accordance with the terms of this Agreement.

The following terms and conditions are applicable to this Agreement. The Agreement between the Parties shall be comprised of and consists of the following documents (the “Order Documents”), each of which shall be read and construed as an integral part of the Agreement, listed in order of precedence in case of dispute:

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Except to the extent as otherwise provided in any parent guarantee provided to Seller under this Agreement, in the event of non-performance by Buyer of its obligations hereunder, or any part thereof, or for any claim based thereon or otherwise in respect thereof or related thereto, no recourse shall be had to (a) any assets or properties of any of the shareholders, members or partners of the Buyer, (b) any Affiliate of Buyer or (c) any officers, directors or employees thereof, and no judgment relating to the obligations of Buyer under this Agreement or for any claim based thereon or otherwise in respect thereof or related thereto, shall be obtainable by Seller against any shareholder, member, partner or Affiliate of Buyer or any other officer, employee or director past, present or future of the Buyer or any of its shareholders, members, partners or Affiliates. Except to the extent as otherwise provided in any parent guarantee provided to Buyer under this Agreement, in the event of non-performance by Seller of its obligations hereunder, or any part thereof, or for any claim based thereon or otherwise in respect thereof or related thereto, no recourse shall be had to (a) any assets or properties of any of the shareholders, members or partners of the Seller, (b) any Affiliate of Seller or (c) any officers, directors or employees thereof, and no judgment relating to the obligations of Seller under this Agreement or for any claim based thereon or otherwise in respect thereof or related thereto, shall be obtainable by Seller against any shareholder, member, partner or Affiliate of the Seller or any other officer, employee or director past, present or future of the Seller or any of its shareholders, members, partners or Affiliates.

The Order Documents making up the Agreement, excluding for the avoidance of doubt that certain Fourth Amended and Restated Letter of Agreement, dated as of April 7, 2023, by and between Seller and VGLNG, (as further amended, amended and restated, supplemented, or otherwise modified from time to time, the “Letter of Agreement”), constitute and represent the entire agreement between the Parties and supersede in their entirety any and all prior agreements or understandings concerning the subject matter hereof, and no modification, amendment, revision, waiver, or other change shall be binding on either Party unless consented to in writing by the Parties or their authorized representatives. Any oral or written representation, warranty, course of dealing or trade usage not contained or referenced herein shall not be binding on either Party. Each Party agrees that it has not relied on, or been induced by, any representations of the other Party not contained in this Agreement.

This Agreement shall be subject to the dispute resolution and governing law provisions as further described in Clause 20 and Clause 21 of Appendix A (General Terms & Conditions).

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Capitalized terms used in this Agreement that are not otherwise defined shall have the meaning given in Appendix A (General Terms & Conditions) and the rules of interpretation set forth in Clause 1.2 of Appendix A (General Terms & Conditions) shall apply to this Agreement.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their authorized representatives as of the Effective Date.

[Signature Page to Purchase Order Contract for the Sale of Liquefaction Train System]

APPENDIX A

GENERAL TERMS & CONDITIONS

Unless otherwise defined elsewhere in the Agreement, the following terms shall have the following meanings:

“Affiliate” with respect to a Party means an entity (including without limitation any individual, corporation, partnership, limited liability company, association or trust) controlling, controlled by or under common control with that Party. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management of policies of such Party, whether through the ownership of voting securities or other interest, by contract or otherwise. For the avoidance of doubt, for the purposes of the Agreement, Venture Global Calcasieu Pass, LLC and Venture Global Plaquemines LNG, LLC shall not be deemed to be Affiliates of Buyer.

“Aggregate Delivery Delay Liquidated Damages Cap” means an amount equal to [***] of the Contract Price.

“Aggregate Performance Delay Liquidated Damages Cap” means an amount equal to [***] of the Contract Price.

“Anti-Corruption Laws” has the meaning given to it in Clause 16.5(b).

“Approved Subcontractors” means the Subcontractors listed under “Selected Subcontractors” in Appendix G (Approved Subcontractors) of the Agreement and that are otherwise proposed by Seller and approved by Buyer in accordance with Clause 4.2.

“Background Intellectual Property” means all Intellectual Property, relevant to the Agreement, that a Party created or acquired before the Effective Date or that a Party creates or acquires independently of the Agreement and not in the performance of its obligations hereunder.

“Bankruptcy Event” means, with respect to a Person, that such Person: (a) files a petition or otherwise commences, or authorizes the commencement of, a proceeding or cause under any bankruptcy, insolvency, receivership or similar law for the protection of creditors; (b) has such a petition filed or proceeding commenced against it, which remains undismissed for ninety (90) Days; (c) files an answer or pleading admitting or failing to contest the material allegations of any such petition; (d) takes any action for its winding up, liquidation or dissolution; (e) is otherwise adjudged bankrupt or insolvent under any bankruptcy, insolvency, receivership or similar law for the protection of creditors; or (f) consents to any of the actions described in clauses (a) through (e) of this definition being taken against it.

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“BAR Policy” has the meaning given to it in Clause 23.4.

“Basis of Design” has the meaning given to it in Appendix C (Scope of Supply & Project Schedule).

“Benefitted Party” has the meaning given to it in Clause 8.2.

“BH-Transient Liquefaction Train Simulation Model” has the meaning given to it in Clause 18.9.

“Bonus Date” has the meaning given to it in Clause 6.7.

“Buyer” has the meaning given to it in the preamble of the Agreement.

“Buyer Developed Intellectual Property” has the meaning given to it in Clause 18.4.

“Buyer Excluded Parties” means Buyer, Owner and each of their Affiliates, Venture Global Calcasieu Pass, LLC, Venture Global Plaquemines LNG, LLC and all other entities directly or indirectly owned by Venture Global LNG, Inc., and each of their subsidiaries, owners, shareholders and all of their respective directors, officers, assigns and employees, and the EPC Contractor (and EPC Contractor’s respective affiliates, subsidiaries, owners, shareholders and its respective directors, officers, assigns and employees).

“Buyer Inspection Parties” means Buyer, Owner, Owner’s customers, Xxxxxxx, Xxxxxx’s Engineer and their respective representatives and agents.

“Buyer Parent Company Guarantee” means the guarantee, in the form set out in Appendix D (Form of Buyer Parent Company Guaranty), to be issued by Buyer’s parent company and delivered by Buyer to Seller in accordance with Clause 7.8.

“Buyer Parties” means Buyer, Owner, the Lenders and each of their Affiliates and all of their respective directors, officers, agents, advisors, engineers, contractors, consultants, representatives, assigns, employees and any other Person acting on behalf of any of them or in representation, interest, benefit thereto.

“Buyer Taxes” means any and all existing or future taxes, Duties, fees, or other charges of any nature (including, but not limited to, ad valorem, consumption, excise, franchise, gross receipts, import, export, license, property, sales and use, stamp, storage, transfer, turnover, or value-added taxes, or other similar taxes, and any and all items of deficiency, penalty, addition to tax, interest, or assessment related thereto), imposed by any Governmental Authority of the United States of America (or any political subdivision thereof) in connection with the execution of the Agreement or the purchase of the Liquefaction Train System, but excluding Seller Taxes.

“Buyer’s Representatives” has the meaning given to it in Clause 22.1.

“Calcasieu Purchase Order” means the Purchase Order Contract for the Sale of Liquefaction Train System, dated as of September 25, 2018, between Seller and Venture Global Calcasieu Pass, LLC.

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“Change Order” has the meaning given to it in Clause 24.1.

“Cold Box” means the Liquefaction Train cold box, as further described in Appendix C (Scope of Supply & Project Schedule).

“Confidential Information” has the meaning given to it in Clause 22.1.

“Contract Price” means the aggregate amount stated in Clause 7.1 for the purchase of the Liquefaction Train System, as further described in Appendix B (Pricing; Payment Terms & Cancellation Schedule) and as such amount may be modified pursuant to a Change Order signed by Seller and Buyer in accordance with the requirements of the Agreement.

“Costs” means all reasonable and documented expenses, costs and third party disbursements incurred by a Party, but excluding any such expenses, costs and disbursements that are excluded pursuant to Clause 19.3.

“Country” means the United States of America.

“Credit Rating” means the current (a) rating issued or maintained by S&P or Moody’s with respect to such entity’s long-term senior, unsecured, unsubordinated debt obligations (not supported by third party credit enhancements) or (b) corporate credit rating or long-term issuer rating issued or maintained with respect to such entity by S&P or Moody’s.

“Day” means a calendar day, i.e. any twenty-four (24) hour period beginning and ending at 12:00 midnight in the State of Louisiana, unless otherwise specified herein as starting from a specific hour.

“Defect” means a failure to meet any warranty set forth in Clause 17.1.

“Delay Limit Date” means the date on which Seller has accrued an aggregate amount of Delivery Delay Liquidated Damages in an amount equal to or greater than (a) the applicable Delivery Delay Liquidated Damages Cap, or (b) Aggregate Delivery Delay Liquidated Damages Cap.

“Delivery Delay Event” means each instance in which Seller fails to deliver a Liquefaction Train (including its associated Cold Box and E-House) (in its entirety) or Deliverable, as applicable, by its associated Delivery Date.

“Delivery Delay Liquidated Damages” has the meaning given to it in Clause 6.4(a).

“Delivery Delay Liquidated Damages Cap” means, in respect of each Liquefaction Train (including its associated Cold Box and E-House), an amount equal to (a) [***] of the Aggregate Delivery Delay Liquidated Damages Cap in respect of each of the first [***] Liquefaction Trains to be delivered, and (b) [***] of the Aggregate Delivery Delay Liquidated Damages Cap in respect of each of the subsequent [***] Liquefaction Trains to be delivered.

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“Deliverables” means all information, including the Technical Documentation, that was first conceived, reduced to practice or created by Seller or its employees or Subcontractors in the performance of its obligations under the Agreement, a list of which is set forth in Appendix C (Scope of Supply & Project Schedule).

“Delivery Date” means, for each Liquefaction Train, Cold Box, E-House or Deliverable, as applicable, the date on which such Liquefaction Train, Cold Box, E-House or Deliverable, as applicable, is required to be delivered by Seller to Buyer (pursuant to the Incoterms of the Agreement) in accordance with the Agreement, as further described in the Project Schedule.

“Delivery Point” has the meaning given to it in Clause 9.1.

“Degradation Factor” has the meaning given to it in Clause 6.7.

“Disclosing Party” has the meaning given to it in Clause 22.1.

“Dispute” has the meaning given to it in Clause 20.1.

“Dollars” means the lawful currency of the United States of America.

“Duties” has the meaning given to it in Clause 7.1.

“E-House ” means the building in common between two (2) Liquefaction Trains containing the necessary electrical and control panels to operate the system.

“EAR” has the meaning given to it in Clause 16.2.

“EDR File” has the meaning given to it in Clause 18.6.

“Effective Date” has the meaning given to it in the preamble of the Agreement.

“EPC Agreement” means the agreement that Owner enters into with one or more Persons for the construction of the Facility.

“EPC Contractor” means any Person (other than Owner) that is a party to the EPC Agreement.

“Event of Default” means an event of default of Seller described in Clause 28.1 or an event of default of Buyer described in Clause 28.2, which in each case has not been cured within the applicable cure period, if any, as provided by the terms of such Clauses.

“Facility” means the initial phase of the LNG export terminal and liquefaction project to be located at the Site.

“Factory Acceptance Tests” has the meaning given to it in Clause 14.5.

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“Finance Agreements” means the agreements entered into or to be entered into between Owner or its Affiliates and the Lenders and the other documents related thereto for the purpose of providing financing, refinancing or other financial services for the Facility.

“Financial Closing” means that all of the conditions precedent set forth in the Finance Agreements shall have been satisfied or waived and the Lenders party thereto have disbursed the initial loans thereunder.

“FNTP” has the meaning given to it in Clause 6.6.

“Force Majeure Event” has the meaning given to it in Clause 33.1.

“Force Majeure Report” has the meaning given to it in Clause 33.4.

“Governmental Authority” means any federal, state, regional, city or local government, any intergovernmental association or political subdivision thereof, or other governmental, regulatory or administrative agency, court, commission, administration, department, board, or other governmental subdivision, legislature, rulemaking board, tribunal or other governmental authority with jurisdiction over Seller, Seller Parties (as may be applicable), Buyer, Owner, EPC Contractor, the Liquefaction Train System(s) or any part thereof or the Site, or any Person acting as a delegate or agent of any Governmental Authority.

“Government Official” has the meaning given to it in Clause 16.5(c).

“Guaranteed Liquefaction Train Substantial Completion Date” means, with respect to a Liquefaction Train, the last day of the Liquefaction Train Testing Period (as defined in Appendix F (Performance Tests)) for such Liquefaction Train, on which Substantial Completion of the Liquefaction Train for such Liquefaction Train is required to be achieved.

“Guaranteed Liquefaction Train System Substantial Completion Date” means the last day of the Liquefaction Train System Testing Period (as defined in Appendix F (Performance Tests)), on which Substantial Completion of the Liquefaction Train System is required to be achieved.

“Hazardous Materials” means any chemical, substance, material or emission, including H2S gas, that is or may be regulated, governed, listed or controlled pursuant to any international, national, federal, provincial, state or local statute, ordinance, order, directive, regulation, judicial decision or other legal requirement applicable to Site as a toxic substance, hazardous substance, hazardous material, dangerous or hazardous waste, dangerous good, pesticide, radioactive material, regulated substance or any similar classification, or any other chemical, substance, emission or material, including, without limitation, petroleum or petroleum -derived products or by-products, regulated, governed, listed or controlled or as to which liability is imposed on the basis of potential impact to safety, health or the environment pursuant to any rule or regulation promulgated by any Governmental Authority.

“ICC Rules” has the meaning given to it in Clause 20.2.

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“Instruments of Service” has the meaning given to it in Clause 18.5.

“Intellectual Property” means all intellectual property and proprietary rights thereto, including all rights of inventorship and authorship, inventions, patents, patent applications, patent disclosures, know-how, processes, methods, machines, manufactures, designs, compositions of matter, or any new or useful improvement thereof, copyrights, copyright registrations and applications for copyright registration, trademark, trade dress and service mark rights and registrations and applications for registration thereof, and all rights in trade secrets, computer software, data and databases, and mask works, all rights of attribution and integrity and other moral rights and all other intellectual property rights of any type, in each case whether registered or unregistered and including all applications for, and renewals and extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world.

“Intellectual Property Claim” means any claim, demand, suit or legal action arising out of or based on any actual or alleged unauthorized disclosure, use or misappropriation of any Intellectual Property, or, any actual or alleged infringement or other violation of any right in, to or under, any Intellectual Property of any other Person that: (a) concerns any materials, deliverables, Work Product or other services provided by Seller, any of its Affiliates, or any Subcontractor under the Agreement; (b) is based upon or arises out of the performance under the Agreement by Seller, any of its Affiliates, or any Subcontractor, including the use of any tools or other implements of construction by Seller, any of its Affiliates, or any Subcontractor; or (c) is based upon or arises out of Buyer’s exercise of its rights pursuant to and in accordance with Clause 18.

“Key Personnel” means the project director appointed by Seller pursuant to Clause 3, each deputy project director and any other senior supervisory personnel as agreed between the Parties in writing.

“kWh” means kilowatt hour.

“Law” means all constitutions, treaties, laws, statutes, edicts, decrees, ordinances, rules, regulations, tariffs, codes, injunctions, writs, requirements, instructions, order and other legal acts of any Governmental Authority or any body under the control of a Governmental Authority.

“Lender” means (i) any Person that does or proposes to lend money, finance or provide financial support or equity in any form in respect of the Facility and/or the general business and operations of Owner or each of its Affiliates (including any refinancing thereof), including any export credit agency, funding agency, bondholder, insurance agency, underwriter, investor, commercial lender or similar institution, together with any agent or trustee for such Person and (ii) any provider of any hedging arrangement entered into in connection with the arrangements described in clause (i) above, including an interest rate swap transaction or a forward interest rate swap transaction, in each case together with any agent or trustee for such provider.

“Xxxxxx’s Engineer” is any Person appointed by the Lenders to represent them on technical matters related to the Facility.

“Letter of Agreement” has the meaning set forth in Section 6 of the Agreement.

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“Lien” means any mortgage, deed of trust, pledge, lien, security interest, option agreement, conditional sale agreement, title retention agreement, claim, equity, attachment, covenant, condition or restriction, charge or encumbrance or any agreement of any kind, in or with respect to any real or personal property.

“Liquefaction Train” means the mixed refrigerant compression package, including the Cold Box, surge vessel and other equipment purchased by Buyer from Seller producing approximately [***] MTPA of LNG at design outlet pressure and ambient design conditions of [***] degrees Fahrenheit and [***] relative humidity, at sea level, as further described in Appendix C (Scope of Supply & Project Schedule).

“Liquefaction Train Performance Guarantees” means the Liquefaction Train Production Capacity Performance Guarantee and the Liquefaction Train Power Demand Performance Guarantee.

“Liquefaction Train Performance Tests” means the Liquefaction Train performance tests described in Appendix F (Performance Tests).

“Liquefaction Train Power Demand Minimum Performance Guarantee” means power demand for a Liquefaction Train of [***] of LNG produced at design conditions and while satisfying the Liquefaction Train Production Capacity Performance Guarantee.

“Liquefaction Train Power Demand Performance Guarantee” means power demand for a Liquefaction Train of [***] of LNG produced at design conditions and while satisfying the Liquefaction Train Production Capacity Performance Guarantee.

“Liquefaction Train Power Demand Liquidated Damages” has the meaning given to it in Clause 25.3(a).

“Liquefaction Train Production Capacity Performance Guarantee” means LNG production capacity of [***] MTPA.

“Liquefaction Train Production Capacity Liquidated Damages” has the meaning given to it in Clause 25.3(b).

“Liquefaction Train System” means the mixed refrigerant compression package, including the Cold Box, surge vessel and other equipment purchased by Buyer from Seller in a configuration of twenty-six (26) Liquefaction Trains capable of producing an aggregate of approximately [***] MTPA of LNG at design conditions, as further described in Appendix C (Scope of Supply & Project Schedule).

“Liquefaction Train System Performance Guarantees” means the Liquefaction Train System Production Capacity Performance Guarantee, the Liquefaction Train System Power Demand Performance Guarantee, the Refrigerant Losses Performance Guarantee and the LNG Quality Performance Guarantee.

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“Liquefaction Train System Performance Delay Liquidated Damages Cap” means an amount equal to [***] of the Aggregate Performance Delay Liquidated Damages Cap.

“Liquefaction Train System Performance Tests” means the Liquefaction Train System performance tests described in Appendix F (Performance Tests).

“Liquefaction Train System Power Demand Minimum Performance Guarantee” means power demand for the Liquefaction Train System of [***] of LNG produced at design conditions and while satisfying the Liquefaction Train System Production Capacity Performance Guarantee.

“Liquefaction Train System Power Demand Performance Guarantee” means power demand for the Liquefaction Train System of [***] of LNG produced at design conditions and while satisfying the Liquefaction Train System Production Capacity Performance Guarantee.

“Liquefaction Train System Power Demand Liquidated Damages” has the meaning given to it in Clause 25.3(a).

“Liquefaction Train System Production Capacity Performance Guarantee” means LNG production capacity for the Liquefaction Train System of [***] MTPA and [***] at [***] and [***], without considering the maintenance cycle for the Liquefaction Trains.

“Liquefaction Train System Production Capacity Liquidated Damages” has the meaning given to it in Clause 25.3(b)(ii).

“Liquidated Damages” means Delivery Delay Liquidated Damages, Performance Delay Liquidated Damages and the Performance Liquidated Damages, collectively.

“Liquidated Damages Cap” means an amount equal to [***] of the Contract Price.

“LNG” has the meaning given to it in the Basis of Design.

“LNG Quality Performance Guarantee” means that the LNG composition meets the criteria in Annex C-2 of Appendix C (Scope of Supply & Project Schedule).

“LNG Quality Liquidated Damages” has the meaning given to it in Clause 25.3(b)(ii).

“LNTP” has the meaning given to it in Clause 6.6.

“Losses” means any and all losses, liabilities, damages, costs, charges, expenses, fines, interest, awards, penalties and taxes, which are the result of or arise in connection with any actions, suits, claims, demands, causes of action, litigation, lawsuits, administrative proceedings or administrative investigations.

“Major Component” has the meaning given to it in Clause 4.2.

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“Major Subcontractor” means any Subcontractor identified in Appendix G having a contract with Seller in relation to Seller’s performance of the Agreement with an aggregate value in excess of One Million Dollars ($1,000,000).

“Maximum Termination Fee” has the meaning given to it in Clause 29.2.

“Milestone” means an event that is identified as a milestone in the Project Schedule.

“Minimum Performance Guarantees” means the Liquefaction Train Power Demand Minimum Performance Guarantee, the Liquefaction Train System Power Demand Minimum Performance Guarantee, and the Refrigerant Losses Performance Guarantee.

“Mixed Refrigerant” means a mixture of gases or liquids, including ethylene, propane, i- pentane, nitrogen and other gases as may be required to operate a Liquefaction Train.

“Module” means the natural gas liquefaction module forming part of a Liquefaction Train, as further described in Appendix C (Scope of Supply & Project Schedule).

“Month” means a calendar month according to the Gregorian Calendar beginning at 12:00 midnight in the State of Louisiana, on the last Day of the preceding month and ending at 12:00 midnight in the State of Louisiana, on the last Day of the current month, unless otherwise specified herein as from another Day to the Day preceding the same Day of following Month.

“Xxxxx’x” means Xxxxx’x Investor Services, Inc. and any successor thereto.

“MTPA” means million Tonnes of LNG per annum.

“Notice of Dispute” has the meaning given to it in Clause 20.1.

“Operation And Maintenance Manuals” means the manuals described as such in Appendix C (Scope of Supply & Project Schedule).

“Other Party” has the meaning given to in Clause 8.2.

“Outside Intellectual Property” has the meaning given to it in Clause 18.6.

“Owner” means Venture Global CP2 LNG, LLC and any of its successors and assigns.

“Party” or “Parties” has the meaning given to it in the preamble of the Agreement.

“Payment Milestone” means the event or group of events to be achieved in order to entitle Seller to invoice the payment, as listed in Appendix B (Pricing; Payment Terms & Cancellation Schedule).

“Payment Schedule” has the meaning given to it in Clause 7.1.

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“Performance Delay Liquidated Damages” means the Liquefaction Train Production Capacity Liquidated Damages, the Liquefaction Train System Production Capacity Liquidated Damages and the LNG Quality Liquidated Damages.

“Performance Delay Liquidated Damages Cap” means: (a) in respect of each Liquefaction Train, an amount equal to (i) [***] of the Aggregate Performance Delay Liquidated Damages Cap in respect of each of the first [***] Liquefaction Trains to be performance tested and (ii) [***] of the Performance Delay Liquidated Damages Cap in respect of each of the subsequent [***] Liquefaction Trains to be performance tested; and (b) in respect of the Liquefaction Train System Production Capacity Performance Guarantee and the LNG Quality Performance Guarantee, collectively, an amount equal to [***].

“Performance Guarantees” means the Liquefaction Train Performance Guarantees and the Liquefaction Train System Performance Guarantees.

“Performance Liquidated Damages” means the Liquefaction Train Power Demand Liquidated Damages and the Liquefaction Train System Power Demand Liquidated Damages.

“Performance Liquidated Damages Cap” means an amount equal to [***].

“Performance Tests” means the Liquefaction Train Performance Tests and the Liquefaction Train System Performance Tests.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint stock company, trust, unincorporated organization, entity, government or other political subdivision.

“PIS Purchase Order” means that certain Purchase Order Contract for the Sale of Power Island System to be entered into by Seller and Buyer in relation to the sale of a power island described therein by Seller to Buyer for the Facility.

“Plaquemines Purchase Orders” means that certain (a) Amended and Restated Purchase Order Contract for the Sale of Liquefaction Train System, dated as of January 19, 2022, between Seller and Venture Global Plaquemines LNG, LLC and (b) Purchase Order Contract for the Sale of Liquefaction Train System, dated as of August 5, 2022, between Seller and Venture Global Plaquemines LNG, LLC.

“Pre-LNTP” has the meaning given to it in Clause 6.6.

“Preservation Agreement” means the agreement that Buyer and Seller may negotiate and enter into pursuant to which (a) some or all of the Liquefaction Trains will be stored in a storage facility meeting Seller’s requirements for [***] or more, up to [***], and (b) Seller will for commercially reasonable market-based rates provide Buyer with preservation and maintenance services for such Liquefaction Trains while such Liquefaction Trains are in stored in the storage facility.

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“Project Schedule” means the activity completion and delivery schedule set forth in Appendix C (Scope of Supply & Project Schedule).

“Qualified Financial Institution” means a U.S. commercial bank or a U.S. branch office of a foreign bank having, in either case, (a) assets of at least $10,000,000,000 and (b) a Credit Rating from one or both of S&P and Xxxxx’x, which Credit Rating is at least “A-” from S&P (if such bank has a Credit Rating from S&P) and “A3” from Xxxxx’x (if such bank has a Credit Rating from Xxxxx’x).

“Ready for Test” means that the Liquefaction Train or the Liquefaction Train System, as applicable, (i) has been installed and is mechanically complete, (ii) has completed Seller’s commissioning and start-up activities pursuant to the Services Agreement, (iii) is capable of being operated safely in accordance with requirements under the EPC Agreement, and (iv) is ready for the Performance Tests to be performed in accordance with the Agreement.

“Rebatable Louisiana Sales and Use Tax” has the meaning given to it in Clause 8.2.

“Receiving Party” has the meaning given to it in Clause 22.1.

“Refrigerant Losses Performance Guarantee” means the loss in Mixed Refrigerant from compressor seals on one Liquefaction Train of [***] based on a normal back pressure of [***].

“Reliability Guarantee” has the meaning given to it in Clause 25.1(g).

“Representatives” means (a) in the case of Xxxxx, Xxxxx’s Representatives and (b) in the case of Seller, Seller’s Representatives.

“SDN” has the meaning given to it in Clause 16.5(a).

“S&P” means Standard & Poor’s Corporation and any successor thereto.

“Second LTS Purchase Order” means that purchase order contract for the sale of liquefaction train system described therein to be entered into by Seller and Buyer in accordance with the terms of the Letter of Agreement in relation to the second phase of the LNG export terminal and liquefaction project to be located at the Site.

“Seller” means Xxxxx Xxxxxx Energy Services LLC, together with its successors and permitted assigns, who shall sell and deliver the Liquefaction Trains under the Agreement.

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“Seller Competitors” means [***] or any of their respective Affiliates and any other entities that are competitors of Seller [***], as Buyer and Seller may agree from time to time.

“Seller Developed Intellectual Property” has the meaning given to it in Clause 18.3.

“Seller Excluded Parties” means Seller and its Affiliates and all of their respective directors, officers, assigns and employees and Seller’s Approved Subcontractors, and General Electric Company and each of its subsidiaries, owners, shareholders and all of their respective directors, officers, assigns and employees.

“Seller Parent Company Guarantee” means the guarantee, in the form set out in Appendix H (Form of Seller Parent Company Guarantee), to be issued by Seller’s Guarantor and delivered by Seller to Buyer in accordance with Clause 7.9.

“Seller’s Guarantor” means Xxxxx Xxxxxx Holdings LLC, a Delaware limited liability company.

“Seller’s Know-How” means all of the information, technique and/or know-how related to the design, engineering, manufacturing, construction, operation, maintenance, optimization, repair and servicing of the Liquefaction Train System which was owned by Seller prior to the Agreement or acquired by Seller during performance of the Agreement.

“Seller Parties” means Seller and its Affiliates and all of their respective directors, officers, agents, advisors, engineers, contractors, consultants, representatives, assigns, employees and any other Person acting on behalf of any of them or in representation, interest, benefit thereto.

“Seller’s Representatives” has the meaning given to it in Clause 22.1.

“Seller Taxes” means any and all existing or future (a) corporate and personal income taxes imposed on Seller and its employees by the applicable Laws of any country and (b) taxes, Duties, fees, or other charges of any nature (including, but not limited to, ad valorem, consumption, excise, franchise, gross receipts, import, export, license, property, sales and use, stamp, storage, transfer, turnover, or value-added taxes, or other similar taxes, and any and all items of deficiency, penalty, addition to tax, interest, or assessment related thereto), imposed by any Governmental Authority of any country, other than the United States of America (or any political subdivision thereof), in connection with the execution of the Agreement, Seller’s sale and delivery of the Liquefaction Trains or Seller’s performance of its other obligations under the Agreement.

“Serial Defect” has the meaning given to it in Clause 17.2(c).

“Services” means all the services to be provided under the attendant and separate Services Agreement.

“Services Agreement” means the field services agreement between Buyer, or Owner, and the Services Provider to be entered into on or before Financial Closing under which the Services Provider will for commercially reasonable market based rates provide Buyer, or Owner, with technical field services, training, the on-Site supervision of the installation, start-up, commissioning and testing of the Liquefaction Trains and the oversight of the operation and maintenance of the Liquefaction Trains that commence commercial operations prior to the Substantial Completion of the Facility.

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“Services Provider” means Seller or Seller’s Affiliate that provides the Services under the Services Agreement.

“Site” means the site located in Cameron Parish, Louisiana, south of Lake Charles, Louisiana, adjacent to the site set forth under the Calcasieu Purchase Order, as further described in Appendix C (Scope of Supply & Project Schedule).

“Spare Parts” has the meaning given to it in Clause 13.3.

“Subcontractor” means any Person to whom any part of Seller’s obligations under the Agreement has been subcontracted to by Seller.

“Substantial Completion of the Facility” means “Facility Substantial Completion” as defined in the EPC Agreement.

“Substantial Completion of the Liquefaction Train” means that the Liquefaction Train (i) has achieved Ready for Test, (ii) has completed the Liquefaction Train Performance Tests and (iii) either (1) has satisfied all Liquefaction Train Performance Guarantees or (2) has satisfied the Liquefaction Train Power Demand Minimum Performance Guarantee and Seller has paid all payable liquidated damages for the Liquefaction Train Performance Guarantees that were not met.

“Substantial Completion of the Liquefaction Train System” means that the Liquefaction Train System (i) has achieved Ready for Test, (ii) has completed the Liquefaction Train System Performance Tests and (iii) either (1) has satisfied all Liquefaction Train System Performance Guarantees or (2) has satisfied the Liquefaction Train System Power Demand Minimum Performance Guarantee and the Refrigerant Losses Performance Guarantee and Seller has paid all applicable liquidated damages for the Liquefaction Train System Performance Guarantees that were not met.

“Technical Documentation” means all technical documentation, specifications, samples, patterns, models, calculations, computer programs (software), Operation And Maintenance Manuals and other documents or information of a similar nature, to be submitted by Seller to Buyer in native files, in accordance with Clause 18, and .PDF in accordance with Appendix C (Scope of Supply & Project Schedule). A list of files required to be submitted in native format is set forth in Appendix C (Scope of Supply & Project Schedule).

“Termination Fee” has the meaning given to it in Clause 29.2.

“Tonne” means metric ton and is defined as 2204.6 lbs.

“Transportation Costs” has the meaning given to it in Clause 7.1.

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“Unconditional Performance Obligation” means Seller’s absolute obligation to achieve (a) the Liquefaction Train Production Capacity Performance Guarantee for each and every Liquefaction Train; (b) the Liquefaction Train System Production Capacity Performance Guarantee; (c) the LNG Quality Performance Guarantee; (d) the Minimum Performance Guarantees; and (e) the Reliability Guarantee.

“VGLNG” means Venture Global LNG, Inc.

“Warranty Period” means the period, specified as such in Clause 17.1.

“Week” means a calendar week consisting of seven (7) Days.

“Working Day” means any Day other than a Saturday, or a Sunday or a legal holiday in the State of New York (solely for the purpose of a payment obligation) or the State of Louisiana (with respect to all other obligations).

“Work Product” has the meaning given to it in Clause 18.1.

In the Agreement, unless the context otherwise requires or the relevant provision(s) expressly state otherwise:

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Any notice, instruction, consent, approval, comment, certificate or determination to be given in connection with the Agreement shall be effective only if in writing and addressed to the Person, as each Party or Owner has identified below: (a) on delivery, if delivered personally to the Person; (b) on transmission, if transmitted to the facsimile number of the Person or by electronic mail; and (c) on posting, if by first class or overnight mail (postage prepaid). No change of address for a Party or Owner shall be effective until written notice of the change of address is provided to the other Parties and Owner in accordance with this Clause 1.3.

If to Buyer: [***]

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If to Seller: [***]

If to Owner: [***]

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Seller represents and warrants to Buyer that Appendix C (Scope of Supply & Project Schedule) includes all of the necessary obligations that are required to be performed by Seller in order for the Liquefaction Train System to operate in accordance with the requirements of the Agreement and satisfy the design codes, standards and the Performance Guarantees set forth in the Agreement. The Parties acknowledge and agree that Appendix C (Scope of Supply & Project Schedule) describes the items for the Liquefaction Train System being provided in general, but not in complete detail. The Parties agree that any

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specific items not set forth in Appendix C (Scope of Supply & Project Schedule), or any details or clarifications thereto, that are required in order to satisfy the requirements of the Agreement or to satisfy the design codes, standards and the Performance Guarantees set forth in the Agreement, in each case, will not be considered changes to Appendix C (Scope of Supply & Project Schedule), unless they are explicitly excluded from Appendix C (Scope of Supply & Project Schedule), or are changes to the Basis of Design directed by Xxxxx, or are changes associated with a Change Order issued pursuant to Clause 24, and Seller waives any right to adjust the Contract Price or the Project Schedule with respect thereto. The Parties acknowledge and agree that Appendix C (Scope of Supply & Project Schedule) contains certain single-line diagrams, pipe and instrumentation diagrams and other diagrams and drawings that will change as Seller completes its engineering of the Liquefaction Train System and that any change to such diagrams and drawings, which are not the result of changes to the Basis of Design directed by Buyer, or changes pursuant to the Change Order requirements of Clause 24, will not be changes that will entitle either Party to changes in the Contract Price or an extension of the Project Schedule.

Buyer may issue to Seller requests or non-material clarifications that are not inconsistent with the obligations of Seller under Appendix C (Scope of Supply & Project Schedule) which Buyer may consider necessary or helpful to Seller in the performance of Seller’s obligations under the Agreement. Seller will evaluate Buyer’s requests or clarifications within a reasonable time period and provide feedback in writing to Buyer. Xxxxxx agrees to cooperate with Buyer’s other contractors, including the EPC Contractor.

In the event any such request or clarification of Buyer is transmitted orally, Seller may require Buyer to confirm such request or clarification in writing. Seller shall notify Buyer of such requirement to confirm in writing without undue delay but in any event within seven (7) Working Days of receipt of Buyer’s verbal transmission. If Seller has requested such written confirmation, the request or clarification shall not be effective until written confirmation thereof has been received by Seller.

Any such request or clarification from Buyer shall not relieve Seller from its responsibility for delivering the Liquefaction Trains and performing its other obligations in accordance with the Agreement.

Seller and Buyer agree to reasonably cooperate and work together in good faith with the shared objective of using the experience, knowledge and data derived from the performance under the Agreement, the Calcasieu Purchase Order and the Plaquemines Purchase Orders to optimize the project management services, engineering services, procurement, manufacturing and performance of the Liquefaction Train System in combination with the balance of plant of the Facility (excluding Seller’s improvements that are unrelated to and do not impact the performance, reliability or maintenance of the Liquefaction Train System) with the common goals of (a) increasing the operational performance of the Liquefaction Train System and (b) if possible and solely to the extent consistent with clause (a), reducing the Contract Price; provided, however, that Seller and Buyer acknowledge that (i) no particular result is assured or guaranteed from such price optimization efforts and (ii) Seller shall not be permitted to change the means and methods

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of its performance or the Basis of Design: (1) in a manner that would deny or reduce the value to Buyer of the benefits of the optimization of the performance of the Liquefaction Train System achieved by Buyer or (2) except as contemplated under Clause 6.6, without the prior written approval of Buyer. Prior to implementation, Buyer shall consult with Seller in respect of any modifications that adversely and materially impact the inlet, exit or throughput conditions of the Liquefaction Train System. Notwithstanding the foregoing, if and to the extent that Seller makes adjustments to its means and methods or design specifications under the Plaquemines Purchase Orders after the Effective Date that relate to Seller achieving the performance guarantees set forth in the Plaquemines Purchase Orders, such adjustments may be incorporated into the Agreement.

Seller shall provide all oversight and superintendence that is necessary for the performance of its obligations, and obligations of its personnel and the personnel of its Subcontractors, under the Agreement. Seller shall appoint by no later than the Effective Date a competent and authorized representative who shall act as project director and devote the necessary time to the oversight and superintendence of the same and who shall have the authority to act on Seller’s behalf under the Agreement and receive, on behalf of Seller, requests or clarifications from Buyer. In addition, to the extent that such persons are still employees of Xxxxx Xxxxxx Company, then Seller shall make available to Buyer for the performance of this Agreement the same senior supervisory personnel that are presently engaged with Venture Global Plaquemines LNG, LLC in respect of the liquefaction trains under the Plaquemines Purchase Orders. The replacement of, or additions to, the Key Personnel shall only be made with persons having qualifications and experience comparable to those being replaced or added to. In connection with any substitution of Key Personnel, Buyer shall (a) include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidate(s) of suitable qualifications and experience and (b) discuss such candidates in advance with Buyer in order to allow Buyer to provide feedback and request for clarifications. Seller shall use commercially reasonable efforts to take Buyer’s recommendations into consideration. In addition, Buyer may if it is concerned with the performance of any Key Personnel request the removal of, and Seller shall use commercially reasonable efforts to comply with such request to remove and replace, such Key Personnel; provided that if Buyer reasonably demonstrates that such Key Personnel has: (i) been gravely incompetent or negligent in the performance of his or her duties, or (ii) engaged in activities in material violation of the Law or of any safety and security protocols of Buyer that were communicated to Seller in writing, Seller shall promptly remove such Key Personnel and replace such Key Personnel in accordance with this Clause 3.

Buyer shall not transfer or assign the Agreement or any of its rights under or interest in the Agreement (including monies that are due or monies that may be due) without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer shall not need the consent of Seller (a) to transfer

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or assign the Agreement to its Affiliate (to the extent such Affiliate is organized under the laws of the United States of America), (b) to transfer or assign the Agreement to the EPC Contractor subject to the requirements under this Clause 4.1 or (c) to assign, charge or otherwise encumber the Agreement or any rights or benefits arising thereunder or therefrom by way of collateral in favor of Lenders. Seller may only transfer or assign the Agreement or any of its rights under or interest in the Agreement (including monies that are due or monies that may be due) with the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Seller shall not need the consent of Buyer to assign or novate the Agreement to any Affiliate of Seller that is ultimately wholly owned by Xxxxx Xxxxxx Company and assign any receivables due Seller hereunder to one (1) or more Affiliates of Seller or to third parties. The Parties agree to execute such documents as may be necessary to effect any permitted assignments or transfers of the Agreement. In connection with any collateral assignment of the Agreement by Buyer, Seller shall provide any customary agreements, certificates, legal opinions or other documents reasonably required by any Lender. In connection with any assignment of the Agreement to the EPC Contractor by Buyer, Seller shall agree to any modifications to the Agreement that are reasonably requested by the EPC Contractor, so long as such modifications do not impose any additional risk, costs, expenses or liability on Seller or Owner. In the event of a transfer or assignment of the Agreement by (i) Buyer, (A) Buyer’s assignee or transferee shall have financial capabilities, directly or by virtue of credit enhancements or other financial arrangements, that are comparable or better than Buyer’s, as of the Effective Date, and (B) Buyer shall cause the credit support under Clause 7.8 to be maintained or provide Seller with replacement credit support that is reasonably acceptable to Seller and substantially similar as provided to Seller hereunder (in which case, if the conditions of Clause 4.1(i)(A) and (i)(B) are met, any credit support that was provided to Seller prior to such assignment shall be promptly returned by Seller to Buyer) and (ii) Seller, Seller shall cause the credit support under Clause 7.9 to be maintained or provide Buyer with replacement credit support that is reasonably acceptable to Buyer and substantially similar as provided to Buyer hereunder. Any assignment, novation, transfer or other disposal in violation of this Clause 4.1 shall be null and void ab initio and shall not be binding on the Parties. For any assignment by Buyer of the Agreement either to Affiliates, EPC Contractor or any other third parties, Buyer acknowledges that Seller shall perform its standard “Know Your Customer” due diligence (which involves various compliance and financial due diligence) on the proposed assignee and the proposed assignee must satisfy the “Know Your Customer” requirements.

Seller and Buyer agree that Seller may not utilize the services of any Subcontractors without obtaining Buyer’s prior written approval, which approval may not be unreasonably delayed or withheld. As of the Effective Date, Xxxxx has agreed that Seller may, subject to the remaining provisions of this Clause 4.2 and Clause 8.4, utilize the services of the Approved Subcontractors listed in Appendix G (Approved Subcontractors). Seller may only utilize the services of the Approved Subcontractors (a) that satisfy Buyer’s quality requirements and (b) in accordance with the requirements set forth in this Clause 4.2. If Seller is considering utilizing the services of any Subcontractor that is not an Approved

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Subcontractor, then Seller shall notify Buyer of its proposal for such Subcontractor to become an Approved Subcontractor and furnish to Buyer all information reasonably requested by Buyer with respect to the qualifications of such proposed Subcontractor. Buyer shall have the right, acting reasonably, to reject any such proposed Subcontractor, and Seller shall not enter into any subcontract with such proposed Subcontractor that is rejected by Buyer. If an Approved Subcontractor, that has been selected to provide or is providing equipment, becomes subject to bankruptcy or insolvency proceedings or is unable, in Seller’s reasonable judgment, to supply all of the relevant equipment due to capacity constraints, Seller and Buyer will collaborate to develop a list of three or fewer acceptable Subcontractors to replace or supplement such Approved Subcontractor, and shall amend Appendix G accordingly. If Buyer rejects such proposed Subcontractor and the existing Approved Subcontractors are not acceptable in Seller’s reasonable determination for price, quality or schedule reasons, then Seller shall be entitled to a Change Order for any resulting incremental increase in price or delay in the Delivery Date as a result of Buyer’s rejection of such proposed Subcontractor. Approval of any Subcontractor under this Clause 4.2 shall only be for the portion of Seller’s obligations so approved by Xxxxx. No subcontract with an Approved Subcontractor shall bind or purport to bind Buyer, but each such subcontract shall contain a provision permitting its assignment to Buyer, Owner or the Lenders upon Buyer’s or Seller’s written request.

Seller acknowledges and agrees that Buyer shall have the right to consent to and approve the supplier of each major component of equipment comprising the Liquefaction Train System, [***] (each a “Major Component”), and confirms the strategy to use the same Approved Subcontractor identified on Appendix G for each item, as identified by its specific Tag Number, for all Liquefaction Trains. To assist Xxxxx in the selection of Major Components, for each potential vendor or supplier of a Major Component, Seller agrees to provide Buyer with access to: (a) the identity of the potential vendor or supplier; (b) the delivery and schedule terms for the Major Component; (c) in the case of the Cold Boxes and heat exchangers, the price negotiated by Seller for such Major Components; and (d) all technical and performance information for each Major Component requested by Xxxxx. To the extent a Major Component supplier is changed based on a Buyer directive and, as a result of such change in Major Component supplier, Seller incurs a documented incremental increase in the price of the Major Component or delay in the delivery of the Major Component that adversely affects the Delivery Date, Seller shall be entitled to a Change Order for an equitable adjustment in the Contract Price and the Project Schedule for the applicable Liquefaction Train System.

Seller further acknowledges that it shall notify Buyer before subcontracting with any Major Subcontractor (excluding for the avoidance of doubt any Approved Subcontractor) supplying materials or fabrication services in connection with the performance of the Agreement that is located in Asia. Buyer shall have the right to reject any such Major Subcontractor so long as a reasonably comparable subcontractor located outside of Asia is identified as capable of performing the relevant scope of supply, and in such event Seller

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shall not enter into a subcontract with the Asia-based entity. If Buyer has rejected such proposed Major Subcontractor and the comparable subcontractor located outside of Asia that was identified as capable of performing the relevant scope of supply is not acceptable, in Seller’s reasonable determination, for price, quality or schedule reasons (with Seller having validated for Buyer its determination as to such comparable subcontractor), then, unless such comparable subcontractor is an Approved Subcontractor, Seller shall be entitled to a Change Order for any resulting incremental and documented increase in the Contract Price or adjustment to the Project Schedule, in each case as a result of Xxxxx’s rejection of such proposed Major Subcontractor.

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Seller agrees to have the Liquefaction Modules manufactured at Seller’s Affiliate’s manufacturing facilities located in [***] and to sell and deliver the Liquefaction Trains and provide the associated Technical Documentation to Buyer as set forth in Appendix C (Scope of Supply & Project Schedule) by the respective Delivery Dates, all in compliance with all other obligations under the Agreement.

Seller shall diligently proceed with the performance of its obligations under the Agreement in accordance with the Project Schedule and the other requirements of the Agreement.

Seller shall cause each Liquefaction Train, Cold Box and E-House to be delivered on or before the Delivery Date for such Liquefaction Train, Cold Box or E-House. If, at any time, Seller’s actual progress with respect to a Liquefaction Train, Cold Box or E-House is not consistent with meeting the Delivery Date for such Liquefaction Train, Cold Box or E-House, or as from the moment any of Seller’s personnel working on the Liquefaction Train System becomes aware of the fact that a Milestone for a Liquefaction Train, Cold Box or E-House cannot be met that will affect the Delivery Date for a Liquefaction Train, Cold Box or E-House, Seller shall promptly provide written notice to Buyer of such occurrence and shall develop, a recovery plan to overcome the anticipated delay and provide to Buyer, within ten (10) Working Days of such occurrence, a report identifying:

Seller shall, in consultation with Buyer, implement the recovery plan and use best efforts to minimize or remove the actual or anticipated delay and any consequences thereof. If Xxxxx provides notice to Seller that Buyer reasonably believes that the steps proposed by Seller fail to adequately address the anticipated delay in meeting the Milestones as part of the recovery plan developed by Seller, then Seller shall increase its efforts in order to remove or minimize such anticipated delay.

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Seller shall not be entitled to a Change Order for an extension of time under the Agreement and/or reimbursement of Costs to the extent that such extension or reimbursement is due to any act, omission or default on the part of Seller or any Subcontractor.

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Notwithstanding Clause 6.2, if Seller has reached the Delay Limit Date, Buyer may by notice to Seller, at Xxxxx’s sole discretion:

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The Project Schedule assumes that (a) a pre-limited notice to proceed (“Pre-LNTP”) authorizing the scope described in Appendix B (Pricing, Payment Terms & Cancellation Schedule) and Appendix C (Scope of Supply & Project Schedule) will be issued by Buyer no later than [***] Days following the execution of the Agreement and no later than [***] Days prior to the issuance of the limited notice to proceed (“LNTP”) authorizing the scope described in Appendix B (Pricing, Payment Terms & Cancellation Schedule) and Appendix C (Scope of Supply & Project Schedule), and (b) a limited notice to proceed (“LNTP”) authorizing the scope described in Appendix B (Pricing, Payment Terms & Cancellation Schedule) and Appendix C (Scope of Supply & Project Schedule) will be issued by Buyer no later than [***] Days following the issuance of the Pre- LNTP and no later than [***] Days prior to the issuance of full notice to proceed authorizing Seller to proceed with the full scope of work under the Agreement (“FNTP”). If the Pre-LNTP is issued less than [***] Days prior to the issuance of the LNTP, the Project Schedule shall be extended day for day for each day that the Pre-LNTP was issued less than [***] Days prior to the issuance of the LNTP. If the LNTP is issued less than [***] Days prior to the issuance of the FNTP, the Project Schedule shall be extended day for day for each day that the LNTP was issued less than [***] Days prior to the issuance of the FNTP. In the event that neither of Pre-LNTP or LNTP is issued prior to issuance of the FNTP, the Project Schedule shall be extended by [***] Days. Seller and Buyer acknowledge and agree that the amount payable under the Pre-LNTP shall be [***], and the amount payable under the LNTP shall be [***].

If Buyer fails to issue the LNTP within [***] Days following issuance of Pre-LNTP or fails to issue the FNTP within [***] Days following issuance of LNTP, Seller, to the extent it reasonably determines that any actions can be taken prior to the issuance of FNTP to preserve schedule integrity with respect to critical Subcontractors and/or Major Components, and facilitate the procurement of any such critical long-lead time equipment and materials, shall notify Buyer of any such potential actions together with supporting cash flow and schedule analysis. The Parties shall promptly and jointly consider such actions, and Xxxxx may request that Xxxxx’s personnel be included and participate in any exchanges and discussions with any such Major Subcontractors.

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If Buyer fails to issue the FNTP within [***] Days following the Effective Date, Seller shall be entitled to a Change Order for, if the Project Schedule is adversely affected, an equitable adjustment to the Project Schedule. If Buyer fails to issue the FNTP within [***] Days following the Effective Date, the senior management of Xxxxx and Seller shall meet within [***] Days thereafter to discuss when, if at all, the FNTP will be issued. If, after the senior management meeting there is no mutual agreement on extending the time for issuance of the FNTP, either Buyer or Seller may terminate the Agreement in which case Buyer shall pay Seller the applicable Termination Fee. Buyer may issue additional LNTPs for scope beyond what is provided in Appendix C (Scope of Supply & Project Schedule) pursuant to a Change Order issued pursuant to Clause 24.1.

If Seller delivers a Liquefaction Train and associated Cold Box and E-House to Buyer at the Delivery Point on or before the applicable bonus date set forth in Annex C-1 of Appendix C (Scope of Supply & Project Schedule) (each, a “Bonus Date”) for such Liquefaction Train, Cold Box or E-House, then Buyer shall pay to Seller the applicable bonus amount set forth in Annex C-1 of Appendix C (Scope of Supply & Project Schedule) for each such Liquefaction Train and associated Cold Box and E-House; provided that each of such bonus amounts shall upon payment by Buyer be treated as an increase to the Contract Price for the purposes of the Agreement. If Seller delivers a Liquefaction Train and associated Cold Box and E-House before the applicable Delivery Date but after the applicable Bonus Date, the amount payable to Seller in respect of such Liquefaction Train and associated Cold Box and E-House shall be reduced by an amount equal to the applicable amount set forth Annex C-1 of Appendix C (Scope of Supply & Project Schedule) (in each case, the “Degradation Factor”) multiplied by the number of days from the Bonus Date to the later of the actual date of delivery of such Liquefaction Train to the Delivery Point or the actual date of delivery of the Cold Box and E-House. If any of the Liquefaction Trains, the associated Cold Boxes or the associated E-Houses is not delivered to the Delivery Point in its entirety on or before the applicable Delivery Date, then no bonus amount shall be earned or due.

In no event shall the total aggregate amount of all bonus amounts paid by Buyer under this Clause 6.7 exceed [***]. For the purposes of this Clause 6.7 only, Seller shall be deemed to have delivered any Liquefaction Train described in this Clause 6.7 that is delivered to Buyer at the Delivery Point on or before the date that is at least [***] Days prior to the relevant Delivery Date for such Liquefaction Train in the Project Schedule notwithstanding that certain minor items forming a part of the Liquefaction Train have not been delivered to Buyer at the Delivery Point by such date; provided that (i) the Lender’s Engineer has confirmed to Buyer in writing (upon Xxxxx’s request) that the absence of such minor items would not reasonably be expected to adversely impact the project schedule for testing, commissioning, safety or operability of such Liquefaction Train and (ii) all such minor items are delivered to Buyer at the Delivery Point not later than the relevant Delivery Date for such Liquefaction Train in the Project Schedule or such other date as mutually agreed by the Parties in writing. Amounts earned by Seller pursuant to this Clause 6.7 shall be

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due and payable by Buyer to Seller upon completion of delivery by Seller of the Liquefaction Train System and all Components (as such term is defined in the PIS Purchase Order) of the power island system in accordance with the PIS Purchase Order and the finalization of a Change Order within [***] days of such delivery.

The Contract Price is equal to the sum of [***]. The Contract Price, payment terms and cancellation schedule/charges for each individual Liquefaction Train is detailed in Appendix B (Pricing; Payment Terms & Cancellation Schedule). The Contract Price shall not include any duties and tariffs paid by Seller to deliver each Liquefaction Train to the Delivery Point (“Duties”) or the physical transportation costs set forth in Appendix K (Transportation Costs), exclusive of insurance costs and taxes associated with physical transportation costs other than Duties for each such Liquefaction Train (“Transportation Costs”). Buyer shall reimburse Seller for all reasonable, documented out-of-pocket Duties and Transportation Costs incurred by Seller, plus a fixed fee of [***], payable in accordance with Appendix B (Pricing; Payment Terms & Cancellation Schedule). The Contract Price does not include any Buyer Taxes. Transportation Costs, inclusive of the fixed fee, shall not exceed in the aggregate an amount equal to the sum of [***], provided that Seller has made commercially reasonable efforts to obtain competitive transportation pricing terms and to minimize transportation costs. When the amount of Transportation Costs forecast by Seller reaches [***] of the not to exceed amount of Transportation Costs amount set forth above and Seller reasonably estimates that the aggregate Transportation Costs may exceed such not to exceed amount of Transportation Costs, Seller shall notify Buyer and provide an estimate of the remaining Transportation Costs anticipated to complete the deliveries under this Agreement. Buyer will reasonably consider an adjustment to the not to exceed Transportation Costs; provided that any such increase in the Transportation Costs shall be mutually agreed in a Change Order to this Agreement. Buyer hereby agrees to pay the Contract Price to Seller upon completion of the relevant Payment Milestones in accordance with the payment schedule (the “Payment Schedule”) set forth in Appendix B (Pricing; Payment Terms & Cancellation Schedule), in consideration for the performance by Seller of its related obligations under the Agreement.

B. The Contract Price shall be adjusted by an amount equal to the sum of (a) an amount reflecting changes in labor and commodities indices calculated in accordance with Part 1 of Appendix M (Contract Price Adjustments) and (b) a foreign exchange adjustment calculated in accordance with Part 2 of Appendix M (Contract Price Adjustments) between the Effective Date and the date of issuance of LNTP (or the date of issuance of FNTP in the event LNTP is not issued). The adjustments described in this paragraph shall be mutually agreed upon by the Parties in a Change Order as soon as reasonably practicable following issuance of LNTP (or if LNTP is not issued, following the issuance of FNTP for) and availability of Index 1 set forth in Part 1 of Appendix M (Contract Price Adjustments).

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C. In the event that LNTP is issued and FNTP is not issued within [***] Days following the issuance of LNTP, then the Contract Price shall be adjusted further by an amount equal to the sum of (a) an amount reflecting changes in labor and commodities indices calculated in accordance with Part 3 of Appendix M (Contract Price Adjustments) and (b) a foreign exchange adjustment calculated in accordance with Part 4 of Appendix M (Contract Price Adjustments) between the date that is [***] Days after issuance of LNTP and date of issuance of FNTP. The adjustments described in this paragraph shall be mutually agreed upon by the Parties in a Change Order as soon as reasonably practicable following issuance of FNTP and availability of Index 1 set forth in Part 3 of Appendix M (Contract Price Adjustments).

D. Payment of undisputed amounts of the Contract Price owed to Seller shall be made by Buyer thirty (30) Days from Buyer’s receipt of an invoice from Seller following completion of the relevant Payment Milestone(s) and receipt of all the relevant documentation, in accordance with the Agreement, and shall be remitted by wire transfer to the following account: [***]

Except as otherwise provided in the Agreement, payment shall be made by Buyer in Dollars, upon the completion of the individual Payment Milestones as set out in the Agreement and after Buyer’s receipt of an invoice for such Payment Milestones, reasonable evidence of the completion of such Payment Milestones, Lien waiver and releases in accordance with Clause 7.6, and other specified documentation required under the Agreement.

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Any undisputed amounts due and unpaid by either Party to the other Party shall bear interest commencing when such payment is due at a rate equal to the lesser of (a) [***] above the per annum Prime Rate reported daily in The Wall Street Journal, or (b) the maximum rate permitted by applicable Law, on all amounts not timely paid in accordance with the Agreement. The payment of interest is in addition, and not in lieu, of a Party’s right to suspend its performance or terminate the Agreement, as provided for under the Agreement.

Seller shall pay each Subcontractor, save for disputes between Seller and any Subcontractor, the amount to which Subcontractor is entitled in accordance with the terms and conditions of the Agreement between Seller and such Subcontractor.

Each Party shall have the right at any time or from time to time, to set off against any amount due to the other Party under the Agreement any amount due from the other Party under the Agreement, including any amounts due because of breach of the Agreement. Buyer may, after written notice to Seller, withhold payment on an invoice or a portion thereof in the event of a failure of Seller to perform the Payment Milestone related to the payment being requested under such invoice, until such time as such Payment Milestone has been completed by Seller in accordance with the provisions of the Agreement. The written notice to Seller shall reasonably describe the failure of Seller and requirements necessary under the Agreement to complete the Payment Milestone.

As a condition precedent to the obligation of Buyer to make each payment under the Agreement, Seller shall deliver with each invoice for each payment, a partial Lien waiver and release in the form of Appendix J-1 (Seller Form of Partial Lien Waiver and Release) in exchange for the current payment, and a partial Lien waiver and release in the form of Appendix J-3 (Subcontractor Form of Partial Lien Waiver and Release) from each Subcontractor; provided however, if such invoice is the invoice for the final payment under the Agreement, Seller shall be obligated to provide Buyer a final Lien waiver and release in the form of Appendix J-2 (Seller Form of Final Xxxx Xxxxxx and Release), in exchange for the final payment, and a final Lien waiver and release in the form of Appendix J-4 (Subcontractor Form of Final Lien Waiver and Release) from each such Subcontractor, in exchange for the final payment. In addition to the final Lien waivers and releases from each Subcontractor, Seller shall provide, with such final invoice, an affidavit setting forth: (a) all amounts paid to each Subcontractor; (b) all amounts owed to each Subcontractor, if any; and (c) any amounts in dispute under any subcontract.

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To the extent that Buyer has timely paid Seller under the Agreement, Seller shall (a) not directly or indirectly create, incur, assume, or suffer to be created by it or any Subcontractor, employee, laborer, materialman, or other supplier of goods or services any Liens on or in respect of a Liquefaction Train, the Site, the Facility or any part thereof or interest therein, or against any party, and (b) promptly pay and/or discharge of record any Lien or other charges that, if unpaid, might be or become a Lien on a Liquefaction Train, the Site, the Facility or any part thereof or interest therein. Seller shall pay when due all amounts payable for labor and materials furnished in connection with the Agreement to prevent any Lien or other claim in respect of such labor and materials from arising. Seller shall immediately notify Buyer of the assertion of any Lien on a Liquefaction Train, the Site, the Facility or any part thereof or interest therein. Upon the failure of Seller to promptly pay, discharge, or provide security reasonably acceptable to Buyer for any Lien on a Liquefaction Train, the Site, the Facility or any part thereof or interest therein in respect of which Seller has been timely paid in accordance with the Agreement, within ten (10) Working Days of notice of the existence thereof from any source, Buyer may, but shall not be obligated to, pay or discharge such Lien and, upon the payment or discharge thereof, shall be entitled to immediately recover from Seller the amount thereof together with expenses incurred by it in connection with such payment or discharge or to set off all such amounts against any such sums owed by Buyer to Seller under the Agreement.

Within thirty (30) Days of the Effective Date, Buyer will provide a Buyer Parent Company Guarantee substantially in the form of Appendix D (Form of Buyer Parent Company Guarantee) issued by Buyer’s parent company in favor of Seller and covering Buyer’s payment obligations under the Agreement. The initial Buyer Parent Company Guarantee shall remain valid until the earlier of (i) the assignment of the Agreement to the EPC Contractor in accordance with Clause 4 or (ii) Financial Closing, at which time the Buyer Parent Company Guarantee shall be of no further force and effect and Seller shall return the original Buyer Parent Company Guarantee to Buyer. If the Agreement is assigned by Owner to the EPC Contractor, the EPC Contractor (in its capacity as Buyer) will provide a Buyer Parent Company Guarantee substantially in the form of Appendix D (Form of Buyer Parent Company Guarantee) issued by the EPC Contractor’s parent company in favor of Seller and up to an amount equal to the Contract Price, which Buyer Parent Company Guarantee shall remain valid until receipt by Seller of the final payment of the Contract Price.

Within thirty (30) Days of the Effective Date the Agreement, Seller shall provide a Seller Parent Company Guarantee substantially in the form of Appendix H (Form of Seller Parent Company Guarantee) issued by Seller’s Guarantor in favor of Buyer and covering Seller’s obligations under the Agreement.

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No partial or final payment made by Buyer shall be construed as a waiver of any breach hereof by Seller or as an acceptance of defective portions of the performance by Seller hereunder or of any of the performance of Seller’s obligations hereunder that does not strictly comply with all requirements of the Agreement.

Seller shall be responsible for and shall pay all Seller Taxes. Buyer shall be responsible for and shall pay all Buyer Taxes (or reimburse Seller for Buyer Taxes in the event Seller is required to remit any Buyer Taxes directly to taxing authorities). If Buyer deducts or withholds Seller Taxes from the Contract Price, for each deducted or withheld amount of Seller Taxes, Buyer shall provide Seller, within thirty (30) Days from payment of Seller Taxes, with the official receipt issued by the appropriate Governmental Authority to which Seller Taxes have been paid or an alternative document acceptable to the relevant tax authorities. In respect of taxes to be withheld, if any, Buyer shall comply with any applicable bilateral conventions against double taxation. If Buyer requires tax residence certificates from Seller to apply an exempted or reduced tax regime, Seller shall submit the appropriate certificates, upon Xxxxx’s written request. If Buyer, under the applicable Laws of any country other than Seller’s country of incorporation, deducts or withholds Seller Taxes, Buyer shall pay additional amounts to Seller so that Seller receives the full amount of the Contract Price, as though no such Seller Taxes had been deducted or withheld.

If either Party benefits from any tax, fee or Duty exemption (a “Benefitted Party”) applicable to the other Party or its Subcontractors (the “Other Party”), such Benefitted Party agrees to provide the Other Party, without charge, before invoicing, or before any other relevant event, documentation acceptable to supporting the tax or customs authorities supporting the exemption, together with instructions for the Other Party on the procedure for the exemption. Pursuant to state Law, certain tax and incentive programs are available to qualifying manufacturers in certain circumstances, including the Louisiana Quality Jobs Program, Enterprise Zone Program, and the Manufacturing Machinery and Equipment sales tax exclusion (collectively, the “Rebatable Louisiana Sales and Use Tax”). Owner has not determined which, if any, of these programs it will pursue. Seller shall cooperate with and assist Xxxxx and Owner and any designated tax and incentive consultant, and shall require Subcontractors to cooperate with and assist Buyer and Owner and any designated tax and incentive consultant, in obtaining tax and incentive benefits under these and any other available programs. Such assistance may include, but is not limited to, documenting purchase transactions, providing reports and supporting documents required to be submitted to obtain the tax and incentive benefits, and acting as agent for Owner in connection with the purchase of manufacturing machinery and equipment. If the determination of the proper amount of such Rebatable Louisiana Sales and Use Tax assessed on the Seller work is dependent upon knowing the actual cost incurred by Seller or its Subcontractors for the compensation of such Seller work, that portion of the audit

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devoted to reviewing the actual cost incurred by Seller or its Subcontractors for such Seller work shall be performed by Buyer or Owner’s tax consultant, which shall be retained by Buyer or Owner at Owner’s sole expense. The Parties agree that (unless the amount of Rebatable Louisiana Sales and Use Tax properly payable for the Seller work is subject to audit, litigation, arbitration, subpoena or summons issued by a Governmental Authority) such tax consultant shall not disclose to Buyer or Owner the actual cost incurred by Seller or its Subcontractors for such work, but the Parties agree that such tax consultant may report to Buyer or Owner the proper Rebatable Louisiana Sales and Use Taxes properly payable under applicable Law. No access to documents shall be granted to Buyer or Owner’s tax consultant until such tax consultant has signed a confidentiality agreement with Seller and any applicable Subcontractor with terms customary in the audit industry for audits of this kind.

The Contract Price does not include any Buyer Taxes. Therefore if any Buyer Taxes are required to be collected by Seller, such Buyer Taxes will be added to the Contract Price. For Country sales and use tax, and in other jurisdictions where applicable, Buyer may report or remit sales taxes or similar taxes directly if Buyer timely provides a direct pay or exemption certificate to Seller.

Seller shall provide all reasonably requested support and assistance to Owner and Buyer related to such filings (including any joint filings by Owner and Seller or its Affiliates) or deliverables that are necessary or appropriate to request an exclusion or exemption from the remedies instituted in Presidential Proclamations Adjusting Imports of Steel Into the United States and Adjusting Imports of Aluminum Into the United States under Section 232 of the Trade Expansion Act of 1962 or similar tariff measures; although Seller does not guarantee that it will achieve any particular results related to Seller’s support so provided. Such assistance may include, but is not limited to, documenting purchase transactions and providing reports and supporting documents required to be submitted to obtain the exclusion or exemption. If and to the extent the same would (to Seller’s knowledge) reasonably be expected to result in Xxxxx becoming liable hereunder for the payment of additional amounts in relation to tariffs or Duties, Seller shall consult with Buyer in good faith in relation to the selection of an alternative Approved Subcontractor not located in Asia.

Seller shall deliver equipment for each Liquefaction Train DDP the marine offloading facility(ies) adjacent to the Site as designated by Buyer to Seller for the items to be delivered by ocean vessel or barge (Incoterms 2020) and DDP the Site for the items to be delivered by truck (Incoterms 2020) (collectively, the “Delivery Point”). Except for those

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obligations expressly set forth in the applicable Incoterms 2020 or as specifically provided under the Agreement, Seller shall not be liable in any claim asserted by Buyer with respect to delivery of the Liquefaction Trains beyond the Delivery Point. The date of delivery for each Liquefaction Train is the date on which such Liquefaction Train in its entirety is delivered in accordance with this Clause 9.1 per the Incoterms to the Delivery Point, or if applicable, to a transshipment facility, as shall be directed by Buyer to Seller from time to time and set forth in a Change Order. For the avoidance of doubt, delivery of an individual Liquefaction Train for purposes of the Agreement shall occur only when Seller has complied with all of its delivery obligations hereunder for that individual Liquefaction Train in its entirety. Except as otherwise provided in the Project Schedule or authorized in writing by Xxxxx, Seller shall not deliver the Liquefaction Trains (as provided in the Project Schedule) to the Delivery Point in each case more than [***] prior to the last day on which Buyer, in each case, would be entitled to payment of a bonus pursuant to Clause 6.7. Upon delivery, Buyer shall unload delivered items within a reasonable time, and for all ocean vessel/barge shipments no later than [***] from delivery.

If after delivery to the Delivery Point, Xxxxx discovers any item of a Liquefaction Train that has been damaged prior to delivery or that fails to conform with the requirements of the Agreement, then after receiving written notification of such non-conformance, the Seller shall promptly repair or replace such item or items, at Seller’s sole cost and expense in accordance with Clause 17.

Title to each item of the Liquefaction Train shall pass from the Seller to the Buyer as follows:

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Seller shall maintain the risk of loss of each Liquefaction Train until such Liquefaction Train is delivered to the Delivery Point. Buyer shall only be responsible for risk of loss of each Liquefaction Train once such Liquefaction Train has been properly delivered to the Delivery Point.

If any Liquefaction Train cannot be delivered to Buyer in accordance with the delivery terms herein due to Buyer’s request or any cause attributable to Buyer or its Affiliates and its or their officers, servants, agents, employees, sub-contractors, suppliers, and/or assigns, including transportation, staging, storage, or shipping service providers, upon notice to Buyer, Seller may ship such Liquefaction Train to a storage location mutually agreed to by Buyer and Seller; provided that Seller is not obligated to store or maintain any Liquefaction Train at Seller’s site past the Delivery Date for such Liquefaction Train. If such Liquefaction Trains are placed in a storage location pursuant to the preceding sentence of this Clause 9.4, the following conditions shall apply: (a) any amount of the Contract Price otherwise payable to Seller upon delivery to the Delivery Point shall be invoiced by Seller and payable by Buyer within thirty (30) Days of receipt by Buyer of such invoice and related documentation, including certification by Seller as to cause for storage; (b) all reasonable and documented incremental expenses incurred by Seller, such as for preparation for and placement into storage, handling, inspection, preservation, insurance, storage, removal charges and any taxes shall be reimbursed by Buyer upon submission of Seller’s invoices and related documentation, including evidence of such incremental expenses; and (c) upon receipt of notice from Buyer and payment of all undisputed amounts due under this Clause 9, Seller shall resume delivery of the Liquefaction Trains to the originally agreed Delivery Point (and any transportation costs or Duties incurred in the transportation of the Liquefaction Trains from storage to the Delivery Point shall not be subject to the limitation on Transportation Costs set forth in Clause 7.1). In the event the storage period extends for longer than [***], the Parties shall reconvene to agree on the schedule to reach delivery. To the extent shipment to storage of any of the Liquefaction Trains causes a delay in Seller’s schedule for delivery of the remaining Liquefaction Trains to be delivered hereunder, then Seller shall have the right to request a Change Order for adjustment of the Delivery Date for such remaining Liquefaction Trains.

Seller shall, in performing its obligations under the Agreement, comply in all respects with all applicable professional standards, permits and Laws, rules, codes and regulations and the Liquefaction Train System shall be in full compliance with all applicable professional standards, permits and Laws, rules, codes and regulations. Seller shall perform its obligations hereunder in accordance with the Project Schedule. Seller shall only use qualified personnel to perform its obligations hereunder. Seller shall be responsible for obtaining all licenses, permits and approvals from all Governmental Authorities that are required for Seller to perform its obligations under the Agreement.

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Access to the Site, including the use of Owner’s rights of way and easements, shall be granted to Seller by Xxxxx, only to the extent necessary and for the sole purpose of Seller performing its obligations under the Agreement.

The access to the Site provided by Buyer shall not be exclusive to Seller.

When each Liquefaction Train or Liquefaction Train System is ready for any acceptance or testing that is required under Appendix C (Scope of Supply & Project Schedule), Owner and/or Buyer shall provide the normal operating and maintenance personnel under the technical direction and supervision of Seller pursuant to the Services Agreement for such testing. For the avoidance of doubt, Xxxxxx’s personnel shall never be deemed to be Buyer’s or Owner’s employees, and vice versa.

Buyer shall be responsible at its own costs for the provision of all utilities, including but not limited to electricity, natural gas and water (including drinking water) for activities necessary to be performed on Site. Buyer shall also be responsible for and bear the costs of all arrangements for connection, metering and distribution.

Seller shall cause its personnel and its Subcontractor’s personnel to observe and comply with all safety and security protocols of Buyer when such personnel are on the Site, provided that Seller has been made aware of such safety and security protocols requirements.

Seller shall prepare and submit to Buyer at the appropriate time the progress reports as detailed in Appendix C (Scope of Supply & Project Schedule). Seller shall submit all such other information and reports in relation to the Liquefaction Train System as Buyer shall reasonably request from time to time.

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Appendix C (Scope of Supply & Project Schedule) specifies which Technical Documentation is to be submitted to Buyer by Seller. Seller shall submit such Technical Documentation to Buyer within the time required in Appendix C (Scope of Supply & Project Schedule). The Technical Documentation is required to be provided by Seller to Buyer. Buyer may give comments on any Technical Documentation submitted within [***] of Buyer’s receipt thereof, unless otherwise mutually agreed by Xxxxx and Seller, and Seller shall make the appropriate revisions to such Technical Documentation. The Technical Documentation shall include Seller’s standard Operation and Maintenance Manuals and the functional descriptions, in sufficient detail, to enable competent personnel to operate, maintain and repair the Liquefaction Train System.

Seller shall be liable for any Costs incurred in correcting any discrepancies, errors or omissions in the Technical Documentation prepared by it or its Subcontractors or on their behalf.

The Liquefaction Train System shall be manufactured in the manner set out herein, including Clause 5, and in Appendix C (Scope of Supply & Project Schedule).

The Liquefaction Train System shall be brand new and unused, and all parts and components thereof shall be brand new and unused, upon delivery and shall in any event be in accordance with the standards and other requirements set forth in the Agreement.

Not later than [***] prior to the Delivery Date of the first Liquefaction Train under the Agreement, Seller shall deliver to Buyer a detailed list and pricing proposal for all Subcontractor and Seller-recommended spare parts for operating and maintaining the Liquefaction Train System (including components and systems of each such Liquefaction Train System) (“Spare Parts”). Within [***] thereafter, Buyer shall specify in writing (via a Change Order) which items on the list of Spare Parts it wishes to purchase and the time (in accordance with Seller’s proposal) when such items should be delivered to a location designated by Buyer. The amount due from Buyer to Seller in connection with Spare Parts shall be based on current market prices.

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Seller documents that are included as Deliverables in Appendix C (Scope of Supply & Project Schedule) and annotated with an “A”, including Technical Documentation, shall be submitted to Buyer for approval, in accordance with the Project Schedule. Such documents shall be submitted to Buyer in substantially complete packages for each Liquefaction Train to be delivered hereunder.

Each Buyer Inspection Party shall be entitled during the manufacturing of the Liquefaction Train System to inspect and examine the materials and workmanship in accordance with the inspection test plan to be mutually agreed upon in accordance with Appendix C (Scope of Supply & Project Schedule), to attend any scheduled test of the Liquefaction Train System (or major components thereof) on Seller’s premises during working hours, and to check the progress of manufacture of the Liquefaction Train System (or major items thereof) to be supplied under the Agreement during normal business hours. If components of the Liquefaction Train System are being manufactured on other premises, Seller shall, upon receipt of written request from Buyer or Owner, make commercially reasonable efforts to obtain for the Buyer Inspection Parties permission to inspect, examine and attend any test, provided that such inspection, examination or attendance of tests shall not delay the execution of the works (without prejudice to Clause 14.3). Such inspection, examination or attendance of tests, if made, shall not grant access to areas of Seller’s facilities not related to the execution of Seller’s obligations under Appendix C (Scope of Supply & Project Schedule) or where other work of a proprietary nature is being performed.

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Each Buyer Inspection Party shall be entitled to inspect the Liquefaction Train System during Seller’s manufacturing at Seller’s facilities, during working hours after having given to Seller a reasonable notice. Any inspection of the Liquefaction Train System by any Buyer Inspection Party shall not release Seller from any obligation under the Agreement nor constitute an acceptance by Buyer or any other party of any portion of the Liquefaction Train System inspected or tested.

As and when the Liquefaction Train System shall have passed the factory acceptance testing referred to in Section 1.6 of Appendix C (Scope of Supply & Project Schedule) during the manufacturing (the “Factory Acceptance Tests”), Seller shall, within thirty (30) days following completion of any Factory Acceptance Test, whether such Factory Acceptance Test passed or failed, provide the factory report with all required supporting data (including any anomalies encountered during the Factory Acceptance Test), signed by Seller and the factory performing such Factory Acceptance Tests and deliver the same to Buyer. All reports and related documentation associated with the Factory Acceptance Tests shall be stored in the manufacturing data books prepared in accordance with Seller’s standard practice, and all such manufacturing data books will be finally delivered to Buyer in electronic form no later than ninety (90) Days after the final Delivery Date.

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If as a result of any inspection, examination or test of the Liquefaction Train System, Buyer or Owner, as the case may be, shall consider with reasonable justification that the Liquefaction Train System and/or portion(s)/module(s) contain any Defect or is not in accordance with the Agreement, Buyer or Owner, as the case may be, shall notify Seller accordingly stating in writing its objection and reasons therefore. Seller shall promptly investigate Buyer’s or Owner’s claim, and if a Defect is found to exist, Seller shall rework and reperform its obligations under Appendix C (Scope of Supply & Project Schedule) necessary to remedy the Defect and bring the results of Seller’s performance of its obligations under Appendix C (Scope of Supply & Project Schedule) back in conformance with the requirements of the Agreement. Thereafter, if a Defect in any component of a Liquefaction Train is discovered before the delivery of such Liquefaction Train to the Delivery Point, if requested by Buyer or Owner, as the case may be, the necessary tests not passed shall be repeated under the same terms and conditions, provided that all Costs resulting from the repetition of the tests shall be for Seller’s account.

In exercising its rights to inspect the Liquefaction Train System and/or to attend any tests under the Agreement, each of Buyer and Owner shall, upon consent of Seller and at Buyer’s cost, be entitled to be accompanied by any Xxxxxxx, Xxxxxx’s Engineer, advisor(s) of Buyer, or any adjusters or insurers’ representatives, provided that such accompanying Persons may be first required by Seller to enter a separate non-disclosure agreement with Seller. Seller shall allow all such Persons the same rights of inspection and test attendance as are enjoyed by Buyer or Owner pursuant to the Agreement, whether or not such inspection or attendance is made with Buyer or Owner, provided that such Persons may be first required by Seller to enter a separate non-disclosure agreement with Seller.

Unless Buyer shall otherwise direct, no Liquefaction Train shall be delivered except in accordance with the schedule of Delivery Dates in the Project Schedule.

The Liquefaction Train System and/or portion(s)/module(s) shall be packed in boxes/containers or packing/packaging in accordance with Seller’s standards set forth in Appendix C (Scope of Supply & Project Schedule).

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On or before ten (10) Days prior to the Delivery Date of a component of a Liquefaction Train, Seller shall prepare and submit to Buyer, for information and approval, the detailed specification of packing and marking, specify the type and number of documents to be prepared and transmitted, with the form for each of them, all in accordance with the Agreement. Not less than ninety (90) Days prior to the first Delivery Date, the Parties shall meet and discuss the shipping procedures, including marking, cargo list preservation, preservation requirements and other related matters. With respect to equipment identified by either Party as suitable for direct delivery to or offloading at the Delivery Point, Seller shall consult with Buyer in advance of vessel reservation, and the Parties shall mutually agree on reasonably acceptable selection criteria with respect to the vessels to be used for such direct deliveries or offloading.

Seller warrants and guarantees title to the Liquefaction Train System provided under the Agreement, and Seller warrants and guarantees that title and ownership thereto shall pass to and vest in Buyer, as agreed in the Agreement, free and clear of any and all Liens.

The Contract Price is based on Seller’s design, manufacture, testing and delivery of the Liquefaction Train System pursuant to:

The Parties agree to comply with all applicable export control and economic sanctions Laws in the performance of the Agreement, including any restrictions or conditions regarding the export, re-export, or other transfer of the Deliverables under the Agreement that are in effect now or are hereafter imposed by the any Governmental Authority. Each Party shall be responsible for its own compliance with applicable export control and economic sanctions Laws with regards to their Affiliates, employees, facilities and activities. These restrictions and conditions include, but are not limited to, (a) restrictions and export licensing requirements governing the export, re-export, or other transfer to other

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persons, entities, or countries of the Deliverables under the Agreement, (b) restrictions and export licensing requirements governing the export or other transfer of foreign-developed information that incorporates the Deliverables under the Agreement, (c) any applicable restrictions on the export, re-export, or other transfer of the Deliverables under the Agreement to countries and Persons that are subject to applicable sanctions, embargoes, or other prohibitions, and (d) any applicable restrictions on the export or other transfer of the direct product of technical data. Each Party shall notify the other Party in writing prior to transferring any commodity, software or technology that is: (i) controlled at a level greater than EAR99 or Anti-Terrorism controls under the Export Administration Regulations (“EAR”); or (ii) subject to the jurisdiction of an export control regime other than the EAR. Seller acknowledges that, in connection with the performance of the Agreement, the export and customs Laws and regulations of the Country apply to the furnishing and shipment of the Liquefaction Train System.

The Liquefaction Train System sold hereunder is not intended for application (and shall not be used) in connection with any nuclear installation or activity and Buyer warrants that it shall not use the Liquefaction Train System for such purposes, or permit others to use or permit others to use the Liquefaction Train System for any such purposes. If, in breach of the foregoing, any such use of the Liquefaction Train System sold hereunder occurs, Seller shall have no liability for any nuclear or other damage, injury or contamination, and Buyer shall indemnify Seller, its Affiliates and suppliers of every type and tier against any such liability, whether arising as a result of breach of contract, warranty, indemnity, tort (including negligence), strict liability or otherwise.

Notwithstanding any other provisions herein, Seller shall be responsible for timely obtaining of any required authorization, such as an import license, foreign exchange permit, work permit or any other authorization from a Governmental Authority that are required for Seller to perform its obligations under the Agreement.

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Seller does not warrant the Liquefaction Train System or any repaired or replaced parts against normal wear and tear or from the involvement in an accident. The warranties and remedies set forth herein are further conditioned upon:

Seller does not warrant any equipment or services of others designated by Buyer where such equipment or services are not normally supplied by Seller.

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[***]

THE PRECEDING PARAGRAPHS OF THIS CLAUSE 17 SET FORTH THE EXCLUSIVE REMEDIES FOR ALL CLAIMS BASED ON FAILURE OF OR DEFECT IN THE LIQUEFACTION TRAIN SYSTEM OR PERFORMANCE OF SELLER’S OBLIGATIONS UNDER APPENDIX C (SCOPE OF SUPPLY) PROVIDED UNDER THE AGREEMENT, WHETHER THE FAILURE OR DEFECT ARISES BEFORE OR DURING THE WARRANTY PERIOD AND WHETHER A CLAIM, HOWEVER INSTITUTED, IS BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT/EXTRA-CONTRACTUAL LIABILITY (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS AND GUARANTEES WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO IMPLIED STATUTORY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.

Any concept, idea, product, process, technique, discovery, improvement, know-how, work of authorship (including without limitation documents, specifications, calculations, maps, sketches, notes, reports, data, models, samples, drawings, designs, videos and electronic software) or other information, including the Technical Documentation, in each case whether subject to copyright registration or patent protection or not, other than Seller Developed Intellectual Property, that was first conceived, reduced to practice or created by Seller or any of its employees or Subcontractors in the performance of its obligations hereunder and (a) was furnished by Seller to Buyer as a Deliverable under the Agreement or (b) is an improvement to or otherwise incorporates Buyer’s Background Intellectual Property or Buyer’s Developed Intellectual Property (collectively, “Work Product”) shall be the sole property of Buyer. Xxxxxx agrees to assign and hereby assigns to Buyer all rights, title and interest throughout the world in and to all Work Product, including all Intellectual Property therein.

As between the Parties, each Party exclusively owns all right, title, interest in the Background Intellectual Property created or acquired by it. Seller hereby grants to Buyer and Xxxxx’s Affiliates perpetual, irrevocable, royalty-free, transferable, worldwide, fully paid-up, non-exclusive license rights (including the right to grant sub-licenses to the rights granted to Buyer under this Clause 18.2 and to freely transfer the rights granted to Buyer under this Clause 18.2 to third parties, other than to Seller’s Competitors) [***]

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Seller expressly reserves all other rights in Seller Background Intellectual Property. Buyer hereby grants to Seller and Seller’s Affiliates perpetual, irrevocable, royalty free, transferable, worldwide, fully paid-up, non-exclusive license rights [***].

As between Seller and Buyer, all improvements to the Background Intellectual Property of Seller that are first conceived, reduced to practice or created by Seller or any of its employees or Subcontractors in the performance of Seller’s obligations under the Agreement (the “Seller Developed Intellectual Property”) shall be owned by Seller, subject to Buyer’s rights in any Background Intellectual Property of Buyer contained therein. Seller hereby grants to Buyer and Xxxxx’s Affiliates perpetual, irrevocable, royalty free, transferable, worldwide, fully paid-up, non-exclusive license rights (including the right to grant sub-licenses and to freely transfer the rights granted to Buyer under this Clause 18.3 to third parties other than the Seller Competitors) [***]. Seller expressly reserves all other rights in Seller Developed Intellectual Property.

As between Seller and Buyer, all improvements to the Background Intellectual Property of Buyer that are first conceived, reduced to practice or created by Buyer or any of its employees, contractors or consultants in the performance of Buyer’s obligations under the Agreement (the “Buyer Developed Intellectual Property”) shall be owned by Buyer, subject to Seller’s rights in any Background Intellectual Property of Seller contained therein.

All reports, design drawings, specifications, field data and notes, calculations, estimates and other documents prepared in the performance of Seller’s obligations under the Agreement by Seller or any of its employees or Subcontractors as instruments of service, other than any such items that are Work Product and other than any items that include Buyer Developed Intellectual Property and/or Buyer’s Background Intellectual Property (collectively, the “Instruments of Service”), shall remain Seller’s property. Seller hereby grants to Buyer and Xxxxx’s Affiliates perpetual, irrevocable, royalty free, transferable, worldwide, fully paid-up, non-exclusive license rights [***].

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(a) Seller shall not use any trade secret, invention, work of authorship, software, patent or protectable design conceived or developed by a party other than Buyer or Seller (collectively, the “Outside Intellectual Property”) in connection with the Agreement unless Seller has secured the rights to use such Outside Intellectual Property for the benefit of Buyer. To the extent Seller uses such Outside Intellectual Property in connection with the Agreement and to the extent that Seller has the legal and contractual right to do so, Seller hereby grants to Buyer and Xxxxx’s Affiliates perpetual, irrevocable, royalty free, transferable, worldwide, fully paid-up, non-exclusive license rights (including the right to grant sub-licenses to the rights granted to Buyer under this Clause 18.6 and to freely transfer the rights granted to Buyer under this Clause 18.6 to third parties) [***].

(b) Upon Xxxxx’s request, Xxxxxx agrees to provide, without any additional charge, a copy of the Exchanger Design and Rating native file for the dynamic simulation of the Liquefaction Train (the “EDR File”) generated by the supplier of the Cold Boxes. Subject to Clause 22, Buyer shall have the right to use the EDR File for the sole purpose of (i) [***], and (ii) [***]. Except for the use rights set forth herein, nothing in the Agreement is deemed to grant or transfer any Intellectual Property Rights in the EDR File to Buyer. The EDR File shall not be considered a Deliverable and shall be provided by Seller “AS IS” without warranties of any kind.

Except to the extent required by applicable Law, copies of any Work Product, Seller Developed Intellectual Property or Instruments of Service shall not be released to any other party by Seller, or to any Seller Competitors, or used by Seller for any purpose that is unrelated to the Facility, except in response to a subpoena, court order or other legal process, or to the extent that the foregoing materials were already within the public domain or in the possession of third parties, without the prior written approval of Buyer, which Buyer may withhold in its sole and absolute discretion and excepting that the Parties agree that the restrictions on use in this Clause 18 shall not preclude Seller from using, and Buyer

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specifically agrees, that Seller retains rights to use (including on subsequent projects or scopes of work with third parties) the Seller’s Know-How, Seller Developed Intellectual Property and Instruments of Service, but subject to the confidentiality obligations set forth in Clause 22. At the expiration or earlier termination of the Agreement, Seller shall promptly deliver to Buyer (but in any event, no later than thirty (30) Days from the date of such expiration or termination) all of the Work Product in all forms and formats including without limitation hard copies and electronic files on disks.

If either Party is made the subject of any Intellectual Property Claim, such Party shall promptly notify the other Party in writing. Buyer shall defend and indemnify Seller against those Intellectual Property Claims only to the extent that Xxxxxx’s allegedly infringing or misappropriating conduct is expressly requested in writing by Xxxxx. This indemnity shall not extend to any conduct of Seller which is discretionary to Seller. Seller shall defend, indemnify and hold the Buyer Parties harmless against any Losses arising from any Intellectual Property Claim. In no event shall Seller have such indemnity obligations for any Intellectual Property Claim arising from or in connection with any material modification by Buyer that was not authorized by Seller. Buyer shall (a) promptly notify Seller in writing of its receipt of such Intellectual Property Claim and (b) make no admission of liability and (c) not take any position materially adverse to Seller regarding such Intellectual Property Claim. Without limiting the foregoing, Seller shall, at its own expense and option, promptly, but in no event later than thirty (30) Days following the date of notice from Buyer (i) settle or defend the claim or any suit or proceeding and pay all damages and costs awarded in it against Buyer, (ii) procure for Buyer or reimburse Buyer for procuring, the right to continue using the deliverables from Seller’s performance of its obligations under the Agreement, including the infringing service, the Technical Documentation, Work Product, or other Intellectual Property giving rise to such Intellectual Property Claim, (iii) modify such infringing deliverables, including the Technical Documentation, service, materials, Work Product, or other Intellectual Property giving rise to such Intellectual Property Claim so that they become non-infringing or (iv) replace the infringing deliverables, including any Technical Documentation, service, materials, Work Product, or other Intellectual Property giving rise to such Intellectual Property Claim with non-infringing deliverables to the satisfaction of Buyer; provided that in no case shall Seller take any action which adversely affects Buyer’s continued use and enjoyment of the applicable service, materials, Work Product, or other Intellectual Property without the prior written consent of Buyer. Buyer’s acceptance of the materials, Deliverables, Work Product, and other equipment or any other component of Seller’s performance under the Agreement shall not be construed to relieve Seller of any obligation hereunder. The Buyer Parties agree to cooperate and assist Seller in the defense of any Intellectual Property Claims, at Seller’s cost. Any Buyer Party which seeks to settle any Intellectual Property Claim shall seek the prior approval of Seller, which approval shall not be unreasonably withheld, conditioned, or delayed, in respect of such settlement.

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Upon Buyer’s request, Seller agrees to provide, if and when requested by Xxxxx, without any additional charge, one permit for permission based access to Seller’s web-based service that provides access to a copy of the Liquefaction Train transient simulation model created, conceived or developed by Seller or any of its employees or Subcontractors based on a Subcontractor proprietary software named [***] (the “BH-Transient Liquefaction Train Simulation Model”), and, subject to Clause 22, Seller hereby grants to Buyer and Xxxxx’s Affiliates a, royalty free, non-transferable, non-sublicensable, worldwide, fully paid-up, non-exclusive license [***]. The BH-Transient Liquefaction Train Simulation Model shall not be considered a Deliverable and shall be provided by Seller “AS IS” without warranties of any kind.

The provisions of Clause 18 shall survive the completion or early termination of the Agreement.

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EXCEPT, WITH RESPECT TO [***], THE TOTAL LIABILITY OF EACH PARTY FOR ALL CLAIMS OF ANY KIND, WHETHER IN CONTRACT, WARRANTY, INDEMNITY, TORT/EXTRA- CONTRACTUAL LIABILITY (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATING TO THE PERFORMANCE OR BREACH OF THE AGREEMENT OR USE OF THE LIQUEFACTION TRAIN SYSTEM, SHALL NOT EXCEED [***]. BUYER’S PAYMENT OF THE CONTRACT PRICE SHALL NOT COUNT TOWARDS BUYER’S CONTRACT PRICE LIMIT OF LIABILITY HEREUNDER. FURTHER, WITH RESPECT TO SELLER’S FAILURE TO ACHIEVE (1) EACH OF THE LIQUEFACTION TRAIN PERFORMANCE GUARANTEES AND (2) EACH OF THE LIQUEFACTION TRAIN SYSTEM PERFORMANCE GUARANTEES, BUYER AGREES, AFTER ANY TERMINATION OF THE AGREEMENT BY BUYER, NOT TO ASSERT ANY CLAIMS AGAINST SELLER FOR MONETARY DAMAGES IN EXCESS OF [***]. FOR THE AVOIDANCE OF DOUBT, SELLER’S OBLIGATIONS UNDER A CLAIM FOR SPECIFIC PERFORMANCE ARE NOT LIMITED BY THIS CLAUSE 19.2.

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IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, INDEMNITY, TORT/EXTRA CONTRACTUAL LIABILITY (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL EITHER PARTY OR ITS SUBCONTRACTORS OR SUPPLIERS BE LIABLE FOR LOSS OF PROFIT OR REVENUES, LOSS OF USE OF THE LIQUEFACTION TRAIN SYSTEM OR ANY ASSOCIATED EQUIPMENT, DOWNTIME COSTS, CLAIMS OF A PARTY’S CUSTOMERS FOR SUCH DAMAGES, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR EXEMPLARY DAMAGES. THE WAIVERS SET FORTH IN THIS CLAUSE 19.3 SHALL NOT APPLY TO LIQUIDATED DAMAGES OR ANY THIRD PARTY INDEMNIFICATION CLAIMS UNDER THE AGREEMENT, PROVIDED THAT EACH OF THE SELLER EXCLUDED PARTIES AND BUYER EXCLUDED PARTIES SHALL NOT BE DEEMED A THIRD PARTY FOR THE PURPOSES OF THIS CLAUSE 19.3.

If Buyer is furnishing Seller’s Liquefaction Train System to a third party by contract or using Seller’s Liquefaction Train System at a facility owned by a third party, Buyer shall [***].

Any dispute, controversy or claim between the Parties that arises out of, under or in connection with the Agreement, including its interpretation, performance, enforcement, termination, validity or breach (each a “Dispute”) shall be subject to resolution under this Clause 20, which shall be the exclusive dispute resolution method for any such Dispute. A Party wishing to declare a Dispute shall deliver to the other Party a notice identifying the disputed issue (a “Notice of Dispute”). Following the delivery of a Notice of Dispute, the Parties shall attempt in good faith to resolve such Dispute promptly through negotiation. If the Dispute has not been resolved within thirty (30) Days after the date on which the Notice of Dispute was delivered, then any Party shall be permitted to submit such Dispute to binding arbitration in accordance with Clause 20.2.

Any Dispute that is not resolved pursuant to Clause 20.1 shall be exclusively and definitively resolved through final and binding arbitration conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”), which (except as modified by this Clause 20.2) are deemed to be incorporated by reference into this Clause 20.2.

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Unless the Parties otherwise agree, no dispute, controversy or claim hereunder shall be consolidated with any other arbitration proceeding involving any third party.

The validity, construction and performance of the Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law provisions thereof that would require the application of the laws of any other jurisdiction.

In connection with the Agreement, each Party (as to information disclosed, the “Disclosing Party”) may each provide the other Party (as to information received, the “Receiving Party”) with Confidential Information. “Confidential Information” means:

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Any Confidential Information disclosed or revealed by the Disclosing Party shall remain the Disclosing Party’s property and the Receiving Party shall not use such Confidential Information for its own benefit or for the benefit of any third party nor shall the Receiving Party disclose to any third party any such Confidential Information disclosed or revealed to it by the Disclosing Party, except as permitted under the Agreement. The Receiving Party shall take every reasonable precaution to protect the confidentiality of Confidential Information.

The obligations of this Clause 22.1 shall not apply as to any portion of the Confidential Information that:

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Receiving Party agrees:

Any Confidential Information disclosed or revealed by the Disclosing Party shall remain the Disclosing Party’s property. Receiving Party agrees to obtain a commitment from any recipient of Confidential Information to comply with the terms of this Clause 22. Confidential Information shall not be reproduced without Disclosing Party’s written consent, and upon expiration or termination of the Agreement, the Receiving Party shall return to the Disclosing Party all Confidential Information in its possession or control, except to the extent that the Agreement entitles Receiving Party to retain the Confidential Information; provided, however, that the return of such Confidential Information shall not affect the license rights granted to Buyer pursuant to Clause 18.

If Receiving Party or any of its Affiliates or Representatives is required to disclose any Confidential Information pursuant to Clause 22.1(iv), the Receiving Party agrees to provide Disclosing Party with prompt written notice to permit Disclosing Party to seek an appropriate protective order or agency decision or to waive compliance by Receiving Party with the provisions of this Clause 22. In the event that efforts to secure confidential treatment are unsuccessful, Receiving Party may, to the extent lawful, revise the Confidential Information to make it non-proprietary or to minimize the loss of its proprietary value.

Nothing in Clause 22 grants Receiving Party any license to any invention, patent, trademark or copyright now or later owned or controlled by Disclosing Party.

Each Party acknowledges that money damages would not be a sufficient remedy for a breach of this Clause 22. The Parties acknowledge that any violation of this Clause 22 by the Receiving Party may cause the Disclosing Party irreparable harm that could not be fully remedied by monetary damages. Accordingly, if it appears that the Receiving Party has disclosed (or has threatened to disclose) Confidential Information in violation of the

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Agreement, the Disclosing Party shall have the right, in addition to, and not in lieu of, monetary damages or any other legal or equitable remedy available to it, to seek injunctive or other equitable relief from a court of competent jurisdiction, without the necessity of proving damages or posting any bond, as may be necessary to prevent any such violation.

Neither Party shall make any public announcement about the Agreement or related documents, including its existence, without prior written approval of the other Party.

As to any individual item of Confidential Information, the restrictions of this Clause 22 shall expire upon the earlier of five (5) years following the date of disclosure or three (3) years following termination or expiration of the Agreement, except with respect to Confidential Information that the Disclosing Party protects as a trade secret, for which the obligations set forth in this Clause 22 shall remain in effect as long as such Confidential Information remains a trade secret.

Seller shall secure, pay for, and provide, at no additional cost or expense to Buyer or Owner, the following insurance coverages during the term of the Agreement:

(a) Workers’ Compensation Insurance with statutory limits in accordance with all applicable state, federal and maritime laws, and Employer’s Liability Insurance with minimum limits of $[***] per accident/occurrence for bodily injury per accident, each employee for disease. No “alternative” forms of coverage will be permitted. If optional under state legal requirements, insurance must cover all employees regardless.

(b) Commercial General Liability Insurance with minimum limits of $[***] combined single limit per occurrence and $[***] in the aggregate, including, but not limited to, coverage for bodily injury liability, property damage liability, products liability including completed operations, personal/advertising injury liability, and sudden and accidental pollution. Buyer and Owner must be named as additional insured.

(c) Automobile Liability Insurance with minimum limits of $[***] combined single limit per accident/occurrence for bodily injury liability and property damage liability, including, but not limited to, coverage for all owned, hired and non-owned vehicles or automotive equipment used by or for Seller and including coverage for contractual liability for those liabilities assumed by the Contractor herein.

(d) Umbrella or Excess Liability Insurance with minimum limits of $[***] per accident/occurrence and in the aggregate in excess of the primary liability coverage and limits contained herein (except Workers’ Compensation Insurance, Property Insurance, and Professional Liability Insurance). This excess coverage shall be no less restrictive than the scope of the coverage afforded by the primary coverage outlined herein and shall have the same inception and expiration dates as Commercial General Liability Insurance.

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(e) Professional Liability Insurance, with minimum limits of $[***] combined single limit per occurrence and in the annual aggregate, covering liability stemming from errors or omissions or rendering or failing to render any professional services as required under the Agreement and, as such insurance is provided on a “claims made” basis, (1) with a retroactive date no later than the commencement date of services to be performed under the Agreement, and (2) this insurance is to remain in force or be maintained for at least three years following the completion of services under the Agreement.

(f) Cyber Liability Insurance with minimum limits of $[***] per occurrence and in the aggregate, coverage including, but not be limited to, infringement of intellectual property liability such as copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of data, extortion and network security. Coverage shall also include breach response costs and regulatory fines and penalties, as well as credit monitoring expenses with limits sufficient to respond to these obligations.

(g) Marine Liability Insurance for all vessels owned, operated, chartered, or brokered by or for Seller in connection with its work or services under the Agreement, Seller shall carry or require the owner or operator of such vessels to carry:

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coverage for pollution and cleanup liability on a sudden and accidental basis and, where applicable, insurance shall include coverage as provided under the latest Form SP-23 and must satisfy minimum coverage limit requirements under applicable law and include coverage for crew and personnel on such vessels, with no exclusion for activities arising from the use of remote operated vehicles and submarines and diving operations (if these operations are to be performed under the Agreement).

(h) To the extent of the liabilities assumed by Seller herein and to the extent permitted by applicable law, all insurance policies obtained by Seller that provide liability or property coverage related to the services or work under the Agreement shall be endorsed to provide that:

(i) the inception of the Agreement, annually thereafter, and whenever requested, Seller shall furnish insurance certificates to evidence the insurance required herein. However, receipt of such certificates and endorsements shall not relieve Seller of any insurance obligations herein. Furthermore, receipt of such certificates or failure to object to same shall not be deemed to constitute a waiver of any of the insurance requirements required to be carried by Seller herein. Seller’s insurance shall be carried with insurance companies satisfactory to Buyer (A.M. Best A- VII or better or equivalent) and either Seller, its insurer, and/or its agent. All self-insured amounts, deductible amounts, premiums, franchise amounts or other charges due with respect to each Seller’s required insurance herein shall be the sole obligation of said Seller. Maintaining the prescribed insurance shall not relieve Seller of any other obligation under the Agreement. Failure of Seller to obtain and maintain the required insurance will constitute a breach of the Agreement.

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(a) All commercial general liability and automobile liability insurance coverage shall be written on an occurrence-based form.

(b) An original certificate of insurance shall be delivered to the Buyer within five (5) Days of the Effective Date, prior to commencement of any work or prior to the payment of any amounts by the Buyer hereunder, whichever occurs first. The certificate of insurance shall evidence insurance coverage at least in the minimum limits, or as may be further increased in connection with the requirements of the Agreement. Seller, its insurer, and/or its agent shall provide Buyer thirty (30) Days advance written notice of non-renewal, cancellation, substantial amendment or alteration of such coverage and ten (10) Days prior written notice to the Buyer by certified mail in the event of nonpayment of the premium. Upon request, the Seller shall provide to Buyer copies of the insurance certificates for Buyer’s internal purpose(s).

(c) Seller acknowledges Seller’s obligation to obtain and maintain appropriate insurance coverages for the benefit of Seller (and Seller’s employees, if any). If Seller fails to comply with the obligations for insurance required herein, Buyer shall have the right, but not the obligation, to purchase such insurance at Seller’s sole cost and expense and shall invoice, withhold payment or back charge Seller for the cost incurred by Buyer to satisfy such obligations. Seller waives any rights to recovery from Buyer for any injuries that Seller (and/or the Seller’s employees) may sustain under the Agreement and that are a result of the negligence of Seller or Seller’s employees. Likewise, Buyer waives any rights to recovery from Seller for any injuries that Xxxxx (and/or Buyer’s employees) may sustain while performing Buyer’s obligations under the Agreement and that are a result of the negligence of Buyer or Buyer’s employees.

(d) Seller shall comply with the statutory insurance requirements for all jurisdictions in which it operates.

(a) At no expense to Seller, from and after Financial Closing, Owner shall cause a Builder’s All-Risk insurance policy (“BAR Policy”) to be maintained in a coverage amount sufficient to cover the construction, commissioning, and testing of the Facility at the Site. Seller shall receive a waiver of subrogation to the extent of Xxxxx’s and Owner’s release and indemnity obligations contained in the Agreement.

(b) From and after Financial Closing or such other date as the Parties may mutually agree upon in writing (whether earlier or later), subject to prevailing terms in the insurance marketplace, Owner shall obtain air and ocean cargo coverage for all materials and equipment (including the Liquefaction Train System) shipped to the Site (other than locally procured materials) and insuring the interest of Buyer, Owner, the Lenders, Seller and Subcontractors

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written on a warehouse to final destination basis from customary standard ICC (A) clause “all risk” air and marine perils while in transit. Such policy shall be written on CIF +10% or equivalent basis or in such other amounts acceptable to Buyer, Owner, the Lenders, and shall be subject to a per conveyance limit equivalent to the maximum value of the shipment. Such maximum value shall be determined before the inception of the policy. Seller shall be responsible for any required load survey costs incurred in connection with any shipment of the Liquefaction Train System, including but not limited to complying with Loss Control Warranty Wordings. Seller shall provide Buyer with schedules and notices of air, marine and land shipments, identifying (a) the equipment, (b) the equipment and values to be contained in each shipment, and (c) other specific information reasonably required by insurance underwriters (including the vessel and/or vehicle identification, the itinerary and schedule along with scheduled shipping dates from Seller’s, Subcontractor’s or their supplier’s warehouse), and thereafter monthly updates to Buyer and Buyer’s designated marine cargo insurer of any changes to the foregoing information. Seller shall not permit any significant shipment to be made until such notice is timely given. Shipping delays incurred by Seller or any Subcontractor as the result of delays in securing cargo insurance due to Seller’s failure to supply such notice on a timely basis shall not be the basis for a change order and shall not result in Buyer having any liability to Seller or any Subcontractor for any costs and expenses incurred in connection with such delays. Seller shall ensure that all significant shipments of cargo by Seller or any Subcontractors comply with requirements related thereto of insurance providers.

Buyer may, at any time, by written notice to Seller, request an addition to, or deletion from, or other changes in obligations of Seller under Appendix C (Scope of Supply & Project Schedule) and/or items and Deliverables that are to be provided by Seller hereunder, including alterations to the Liquefaction Train System schedule or scope. Seller shall review and reasonably consider such requested change and shall make a written response concerning such change to Buyer within ten (10) Days after receiving such request from Buyer to confirm if Seller will pursue cost and schedule analysis. Within twenty (20) Days of the requested change Seller, will provide a written response to include Seller’s estimated lump-sum fixed cost associated with such requested change together with the estimated number of hours, average hourly rates and material quantities required to carry out such change. If the Parties agree upon such change, the Parties shall set forth the agreed-upon change in a written change order signed by all Parties in the form of Appendix I (a “Change Order”). Each Change Order shall constitute a final accord, satisfaction and settlement of all matters covered therein.

To the extent that (a) Seller experiences a Force Majeure Event or (b) a suspension is requested by Buyer in accordance with Clause 29.3, or (c) other circumstances occur which specifically entitle Seller to request a Change Order under the Agreement, if Seller desires to request an equitable adjustment to the Project Schedule and/or Contract Price, Seller shall give Buyer notice within fifteen (15) Days after Seller knows of the occurrence of the

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event or circumstances giving rise to such request. Within fifteen (15) Days after the delivery of such notice, Seller shall provide Buyer with a written notice setting forth the reasons why Seller believes the Project Schedule or Contract Price should be adjusted and the requested adjustment to the Project Schedule or Contract Price, such written response to include Seller’s estimated lump-sum fixed cost associated with such requested change together with the estimated number of hours and material quantities required to carry out such change. If Buyer does not agree with such requested adjustment, then Buyer shall notify Seller and such disagreement shall be resolved pursuant to the procedures set forth in Clause 20. If Buyer accepts any such requested adjustment to the Project Schedule or Contract Price, a Change Order shall be executed by the Parties and the Project Schedule or Contract Price shall be adjusted in accordance with the terms of such Change Order.

Except insofar as a Change Order was to specifically modify one or more provisions or conditions of the Agreement, all other provisions and conditions of the Agreement shall remain unaffected. No Change Order shall be deemed issued, or agreed upon, due to a course of dealing or course of the performance of any obligations hereunder, including the performance of any obligations pursuant to any other Change Order, individually or collectively. Seller shall not commence to perform, or perform, any obligations constituting a change from the obligations hereunder, and Xxxxx shall have no liability to Seller for any such obligations performed, unless Seller and Buyer have executed a Change Order. Seller shall not suspend, in whole or in part, performance of the Agreement during any dispute over any Change Order or a request for a Change Order unless directed to do so by Buyer, provided that Seller shall not be obligated to proceed with a disputed requested change or a disputed item under a Change Order, until such dispute is resolved, unless (a) such disputed requested change(s) or disputed item(s) (i) have an aggregate value of less than [***] or (ii) is required to address health and safety or environmental issues or (b) Seller elects, at its discretion, to proceed with such disputed requested change or disputed item while the dispute is still pending, provided, further, that, in each such case, Seller shall proceed, without waiving any rights with respect to such disputed requested change or disputed item.

Seller guarantees to Buyer that the following Performance Guarantees shall be satisfied in accordance with Appendix F (Performance Tests):

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(ii) the full performance guarantee with respect to power demand (measured in kWh/Tonne) for each individual Liquefaction Train, as measured and adjusted in accordance with Appendix F (Performance Tests), shall be less than or equal to the Liquefaction Train Power Demand Performance Guarantee on or before the Guaranteed Liquefaction Train Substantial Completion Date for such Liquefaction Train;

(ii) the full performance guarantee with respect to power demand (measured in kWh/Tonne) for the Liquefaction Train System, in its entirety, with all of the Liquefaction Trains operating simultaneously, as measured and adjusted in accordance with Appendix F (Performance Tests), shall be less than or equal to the Liquefaction Train System Power Demand Performance Guarantee on or before the Guaranteed Liquefaction Train System Substantial Completion Date;

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Seller shall conduct in accordance with Appendix F (Performance Tests) (a) the Liquefaction Train Performance Tests for an individual Liquefaction Train only after such Liquefaction Train has achieved Ready for Test and (b) the Liquefaction Train System Performance Tests only after the Liquefaction Train System has achieved Ready for Test. Seller shall conduct the Performance Tests for each of the Liquefaction Trains, individually, and the Liquefaction Train System, in its entirety, with all of the Liquefaction Trains operating simultaneously, under the conditions and in strict accordance with the requirements set forth in Appendix F (Performance Tests). If (A) the Liquefaction Train Performance Tests of an individual Liquefaction Train demonstrate that the Liquefaction Train Performance Guarantees for such Liquefaction Train System have been achieved or (B) the Liquefaction Train System Performance Tests demonstrate that the Liquefaction Train System Performance Guarantees have been achieved, then Seller shall provide Buyer with written notice of such occurrence and shall provide Buyer with a test report, together with supporting documentation, demonstrating the achievement of the applicable Performance Guarantees within ten (10) Days of the date of the completion of such Performance Tests and upon receipt of such documentation Buyer shall, within ten (10) Days, either (A) confirm in writing to Seller the successful completion of the Liquefaction Train Performance Tests or the Liquefaction Train System Performance Tests or (B) provide written notice to Seller of why Buyer disagrees that the Liquefaction Train Performance Guarantees or the Liquefaction Train System Performance Guarantees have been achieved. If any Performance Test indicates that an individual Liquefaction Train or the Liquefaction Train System fails to achieve any Performance Guarantee for reasons attributable to Seller, its Affiliates or Subcontractors, then Seller shall, at its own cost and expense, take appropriate corrective action and Seller shall thereafter reperform the Performance Test.

Seller’s obligation to meet the Liquefaction Train Performance Guarantees under this Clause 25 shall be satisfied when (i) all the Liquefaction Train Performance Tests have been completed, and (ii) either (1) such tests demonstrate that all Liquefaction Train Performance Guarantees are met or (2) such tests demonstrate that the Liquefaction Train Power Demand Minimum Performance Guarantee is met and Seller has paid all payable liquidated damages for the Liquefaction Train Performance Guarantees that are not met.

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Seller’s obligation to meet the Liquefaction Train System Performance Guarantees under this Clause 25 shall be satisfied when (i) all the Liquefaction Train System Performance Tests have been completed, and (ii) either (1) such tests demonstrate that all Liquefaction Train System Performance Guarantees are met or (2) such tests demonstrate that the Liquefaction Train Power Demand Minimum Performance Guarantee and the Refrigerant Losses Performance Guarantee are met and Seller has paid all payable liquidated damages for the Liquefaction Train System Performance Guarantees that are not met.

At all times during start-up, testing and commissioning of the Liquefaction Train System, Owner may, at no expense to Seller, arrange for the disposition of the Facility’s LNG. Owner shall have all right, title and interest to all LNG produced by the Facility and all of the proceeds from the sale thereof.

(a) Performance Liquidated Damages

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(b) Performance Delay Liquidated Damages

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reasonable in light of the anticipated harm caused by the breach of duty related thereto and the difficulties of proof of loss and inconvenience or non-feasibility of obtaining any adequate remedy with respect to the actual level of damages Buyer is likely to suffer in the event that Seller fails to achieve the (i) Liquefaction Train Power Demand Performance Guarantee, (ii) Liquefaction Train System Power Demand Performance Guarantee, or (iii)(A) the Liquefaction Train Performance Guarantees for a Liquefaction Train by the Guaranteed Liquefaction Train Substantial Completion Date for such Liquefaction Train or (B) the Liquefaction Train System Performance Guarantees by the Guaranteed Liquefaction Train System Substantial Completion Date, and the Parties are estopped from contesting the validity or enforceability of such liquidated damages. Except as provided in Clause 28.1 and Clause 28.3, the payment of Performance Delay Liquidated Damages shall be Buyer’s sole and exclusive remedy and Seller’s sole and exclusive liability for Seller’s failure to achieve (w) the Liquefaction Train Performance Guarantees for a Liquefaction Train by the Guaranteed Liquefaction Train Substantial Completion Date for such Liquefaction Train or (x) the Liquefaction Train System Performance Guarantees by the Guaranteed Liquefaction Train System Substantial Completion Date. Except as provided in Clause 28.1 and Clause 28.3, the payment of Performance Liquidated Damages shall be Buyer’s sole and exclusive remedy and Seller’s sole and exclusive liability for Seller’s failure to achieve (y) the Liquefaction Train Power Demand Performance Guarantee or (z) the Liquefaction Train System Power Demand Performance Guarantee. In the event the Performance Liquidated Damages or Performance Delay Liquidated Damages provisions are found for any reason to be void, invalid or otherwise inoperative so as to disentitle Buyer from claiming and recovering Performance Liquidated Damages or Performance Delay Liquidated Damages from Seller, Buyer shall, in addition to the remedies set forth below in Clause 25.4, be entitled to claim against Seller and recover for damages for Seller’s failure to achieve (1) the Liquefaction Train Performance Guarantees for a Liquefaction Train by the Guaranteed Liquefaction Train Substantial Completion Date for such Liquefaction Train, (2) the Liquefaction Train System Performance Guarantees by the Guaranteed Liquefaction Train System Substantial Completion Date, (3) Liquefaction Train Power Demand Performance Guarantee or (4) Liquefaction Train System Power Demand Performance Guarantee; provided that such damages shall not exceed, in the case of Clauses (1) and (2), the Performance Delay Liquidated Damages Cap or Aggregate Performance Delay Liquidated Damages Cap, as applicable, and, in the case of Clauses (3) and (4), the Performance Liquidated Damages Cap.

If Seller has accrued an aggregate amount of (i) Performance Liquidated Damages in an amount equal to the Performance Liquidated Damages Cap, (ii) Performance Delay Liquidated Damages in an amount equal to the Performance Delay Liquidated Damages Cap or Aggregate Performance Delay Liquidated Damages Cap, as applicable, or (iii) Liquidated Damages in an amount equal to the Liquidated Damages Cap, then Buyer may by notice to Seller, at Buyer’s sole discretion, either:

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Seller acknowledges and agrees that its Unconditional Performance Obligation is [***].

For the sole purpose of (and to the extent necessary for) performing its obligations under the Agreement regarding the remedying of Defects or guaranteed performance, Seller may request Buyer (who shall not unreasonably withhold its consent) to have the right of access to all parts of the Liquefaction Train System(s). Such access shall only be granted during normal working hours and will be limited to the duly authorized representatives of Seller, provided that (a) Seller shall, and shall cause its authorized agents, employees and inspectors to, at all times comply with Buyer’s safety and security requirements when present at the Site and (b) Seller shall not, and shall cause its authorized agents, employees and inspectors not to, interfere with the operation of any Liquefaction Train System or the Facility. Seller understands and acknowledges that the Liquefaction Trains will commence commercial operations prior to the Substantial Completion of the Facility.

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The quality control exercised by Seller in its manufacture of the Liquefaction Train System shall be in accordance with the standards set forth in Appendix E (Quality Assurance and Quality Control).

Each of the following events constitutes an Event of Default of Seller under the Agreement:

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If an Event of Default with respect to Seller has occurred, Xxxxx will have the right, but not the obligation, at any time when such Event of Default is continuing, to designate by notice to Seller a date for terminating the Agreement that will be no earlier than thirty (30) Days after the notice is deemed delivered. Upon the date designated as the termination date by Xxxxx as a result of an Event of Default of Seller, Buyer shall suspend any further payment to Seller under the Agreement.

Each of the following events constitutes an Event of Default of Buyer under the Agreement:

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If an Event of Default with respect to Buyer has occurred, Seller will have the right, but not the obligation, at any time when such Event of Default is continuing, to designate by notice to Buyer a date for terminating the Agreement that will be no earlier than thirty (30) Days after the notice is deemed delivered. Upon the date designated as the termination date by Seller as a result of an Event of Default of Buyer, Seller shall (i) terminate performance of its obligations under the Agreement; and (ii) invoice Buyer in connection with any obligations performed under the Agreement for which Seller has not received payment by Buyer.

Upon any termination of the Agreement (including by Buyer under Clause 6.5(b) or Clause 29.1), Seller shall deliver to Buyer the portions of the Liquefaction Train System for which Seller has received payment and which have not been delivered to the Delivery Point. Except where exclusive and/or sole remedies are expressly provided herein, (a) remedies available to each Party under the Agreement are cumulative and (b) whether or not the Agreement is terminated in accordance with this Clause 28, each Party may assert any claims under the Agreement, at law or in equity against the other Party for damages incurred by such Party resulting from any breach of, or default under, the Agreement by the other Party; but the Parties agree that such remedies and claims for damages incurred by such Party resulting from any breach of, or default under, the Agreement by the other Party are always subject to the (i) limitations and exclusions of liability and (ii) dispute resolution provisions provided for in the Agreement; provided, further, that the Delivery Delay Liquidated Damages Cap, Aggregate Delivery Delay Liquidated Damages Cap, the Aggregate Performance Delay Liquidated Damages Cap, the Performance Delay Liquidated Damages Cap, the Liquefaction Train System Performance Delay Liquidated Damages Cap, the Performance Liquidated Damages Cap and the Liquidated Damages Cap shall not be construed to limit either Party’s liability hereunder upon a termination of the Agreement. Each Party agrees that it has a duty to mitigate Costs and covenants that it will use commercially reasonable efforts to minimize any Costs, including termination Costs that it may incur as a result of the other Party’s performance or non-performance hereof. Neither the termination nor expiration of the Agreement will relieve either Party of: (i) any undischarged liability of such Party in respect of the period prior to such termination or expiration (including for unpaid amounts owing under the Agreement in respect of the period prior to such termination or expiration, including payments due as a result of events occurring prior to such termination or expiration); or (ii) any liability for breach by such Party of the Agreement.

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Buyer may at any time terminate the Agreement for its convenience by giving Seller [***] written notice of termination, but subject to payment of the Termination Fees in accordance with Clause 29.2. The Agreement shall terminate with effect from the date indicated in such notice.

In the event of a termination of the Agreement by Buyer under Clause 29.1, Buyer shall pay to Seller the applicable termination payment, as determined in accordance with Appendix B (Pricing; Payment Terms & Cancellation Schedule) (the “Termination Fee”), provided that under no circumstances shall the Termination Fee exceed the applicable maximum Termination Fee set forth in the table in Appendix B (Pricing; Payment Terms & Cancellation Schedule) (the “Maximum Termination Fee”). The Termination Fee, if any, shall be paid within thirty (30) Days from Seller’s invoice therefor. The Termination Fee, if any, shall be Seller’s sole and exclusive remedy and Buyer’s sole and exclusive liability for a termination of the Agreement by Buyer for Buyer’s convenience. BUYER AND XXXXXX AGREE THAT THE TERMINATION FEE REPRESENTS AN ACCURATE, REASONABLE AND CONSERVATIVE ESTIMATE OF THE ACTUAL LEVEL OF DAMAGES SELLER IS LIKELY TO SUFFER IN THE EVENT OF SUCH TERMINATION.

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At any time after a suspension under Clause 29.3, Xxxxx may give written notice to Seller to proceed with the delivery of the Liquefaction Trains and/or with the execution of all or part of the Agreement suspended under this Clause 29. Seller will be entitled to a Change Order to equitably adjust the Contract Price and the Project Schedule prior to resuming performance.

If the performance of Seller’s obligations under the Agreement or any portion thereof is suspended pursuant to Clause 29.3 for more than [***] in the aggregate during the term of the Agreement, then Seller may serve notice in writing to Buyer requesting permission to proceed with the Agreement or the portion in regard to which progress is suspended. If such permission to proceed is not granted by Xxxxx within [***] of Buyer’s receipt of such notice, either Party may, by a further prior written notice to the other Party, elect to terminate the Agreement. Seller shall transfer or assign to Buyer, title in the part of the Liquefaction Train System for which payment has been received in full as of the date of any termination of the Agreement. This Clause 29.5 shall not apply if the suspension was (i) necessary by reason of some material default on the part of Seller or (ii) due to a Force Majeure Event.

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The Parties expressly agree that Owner shall be a third party beneficiary of the Agreement entitled, in its own name, in the name of Buyer or in the name of any assignee of Buyer to enforce the Agreement against Seller (subject to such enforcement being subject to all the limitations, exclusions, remedies and defenses provided to Seller under the Agreement). Except as provided in the foregoing sentence with respect to Owner and in Clause 18.8, Clause 19.2 and Clause 19.3 with respect to the Buyer Parties and the Seller Parties, the provisions of the Agreement are for the benefit of the Parties hereto and not for any other third party. The Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns.

Should a determination be made by a court of competent jurisdiction that any provision of the Agreement is illegal, invalid or otherwise unenforceable, the same shall not affect the other terms or provisions of the Agreement, but such provisions shall be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest extent possible the intent and agreements of the Parties set forth herein.

The Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Signatures may be delivered electronically or by facsimile, and such copies shall be treated as originals for all purposes.

The Parties acknowledge that each Party and its attorney have reviewed the Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of the Agreement.

Time is of the essence in the performance of the Agreement.

The waiver by a Party of a breach of any provision of the Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of a Party to exercise or avail itself of any right, power or privilege that it has, or may have, hereunder operate as a waiver of any right, power or privilege by such Party. Any consent or permission granted under the Agreement shall be effective only in the specific instance and for the specific purpose given.

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Upon termination of the Agreement, the rights and obligations of the Parties hereunder shall terminate, except for: (i) provisions that are indicated herein as surviving and those provisions that by their nature are intended to survive; and (ii) rights and obligations accrued as of the date of termination and in connection therewith.

The Parties acknowledge and agree that the Second LTS Purchase Order is an independent agreement between the Parties and, notwithstanding anything contained herein to the contrary, the Agreement shall not be construed to interpret or modify, or otherwise challenge the enforceability of or invalidate, the Second LTS Purchase Order.

Seller shall, and shall cause all of its Subcontractors to, comply with all applicable Laws relating to Hazardous Materials. If Seller is performing any of its obligations hereunder at the Site, Seller shall not, nor shall it permit any Subcontractor to, bring, introduce, use or release any Hazardous Material on or at the Site. Seller shall be responsible for the management, storage, disposal, removal, treatment and/or remediation of any Hazardous Materials that Seller or any of its Subcontractors brings, introduces, uses or releases on or at the Site. In addition, Seller shall not, and shall cause its Subcontractors to not, take any action or fail to take any action, that may disrupt, release or exacerbate, or render more costly the removal or remediation of, any Hazardous Materials existing on the Site prior to the date Seller commences the performance of its obligations hereunder on the Site. Seller shall indemnify, defend, release and hold harmless the Buyer Parties from any costs, expenses or liability resulting from any Hazardous Materials that Seller or any of its Subcontractors brings, introduces, uses or releases on or at the Site, to the extent resulting from Seller’s or its Subcontractors’ fault, negligence (in any form) or willful misconduct. Buyer shall indemnify, defend, release and hold harmless the Seller Parties from any costs, expenses or liability resulting from any Hazardous Material use or releases on or at the Site, excluding any Hazardous Materials that Seller or any of its Subcontractors brings, introduces, uses or releases on or at the Site.

If Seller encounters a condition at the Site involving a Hazardous Material or if Seller or anyone for whom Seller is responsible creates a condition involving a Hazardous Material, Seller shall promptly: (a) secure or otherwise isolate such condition, (b) stop its performance of its obligation hereunder in connection with such condition and in any area affected thereby and not take any action that may disrupt, release or exacerbate any such condition, and (c) verbally notify Buyer (and promptly thereafter confirm such notice of such condition in writing). Seller shall cooperate with and assist Xxxxx in making the Site available for the taking of necessary remedial steps.

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Buyer hereby represents and warrants to Seller that as of the Effective Date: (a) Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of its state of organization and has all requisite limited liability company power and authority to own and operate its properties and assets and to carry on its business as now conducted; (b) Buyer is duly qualified and is authorized to transact business and is in good standing as a foreign organization in each jurisdiction in which the failure so to qualify would have a material adverse effect on its ability to perform its obligations under the Agreement; (c) all limited liability company action on its part and on the part of its officers, managers and/or members necessary for the authorization, execution and delivery of the Agreement and the performance by it of all of its obligations hereunder have been taken; (d) it has obtained all governmental approvals or third party approvals required for the performance by it of its obligations under the Agreement; (e) there is no action pending or, to its knowledge, currently threatened against it that seeks to prohibit the transactions contemplated by the Agreement or adversely affect its ability to perform under the Agreement; and (f) the Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable in accordance with its terms (subject to principles of equity, the effect of bankruptcy, insolvency, reorganization, receivership, moratorium, and other similar laws), and the execution, delivery and performance of the Agreement by Buyer does not and will not, in any material respect, conflict with, violate or cause a breach of any applicable Law, material agreement, contract or instrument to which Buyer is a party or any judgment, order or decree to which Buyer is subject.

Seller hereby represents and warrants to Buyer that as of the Effective Date: (a) Seller is a limited liability company duly organized, validly existing and in good standing under the laws of its state of organization and has all requisite limited liability company power and authority to own and operate its properties and assets and to carry on its business as now conducted; (b) Seller is duly qualified and is authorized to transact business and is in good standing as a foreign organization in each jurisdiction in which the failure so to qualify would have a material adverse effect on its ability to perform its obligations under the Agreement; (c) all limited liability company action on its part and on the part of its officers, managers and/or members necessary for the authorization, execution and delivery of the Agreement and the performance by it of all of its obligations hereunder have been taken; (d) it has obtained all governmental approvals or third party approvals required for the performance by it of its obligations under the Agreement; (e) there is no action pending or, to its knowledge, currently threatened against it that seeks to prohibit the transactions

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contemplated by the Agreement or adversely affect its ability to perform under the Agreement; (f) the Agreement constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms (subject to principles of equity, the effect of bankruptcy, insolvency, reorganization, receivership, moratorium, and other similar laws), and the execution, delivery and performance of the Agreement by Seller does not and will not, in any material respect, conflict with, violate or cause a breach of any applicable Law, material agreement, contract or instrument to which Seller is a party or any judgment, order or decree to which Seller is subject.

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So long as the affected Party has at all times since the occurrence of the Force Majeure Event complied with the obligations of this Clause 33 and continues to so comply, then:

If Xxxxxx claims a Force Majeure Event, Seller shall be entitled to request a Change Order pursuant to Clause 24, in order to obtain an equitable suspension of performance or extension of time (including an extension of the Project Schedule to the extent compliance thereof is affected) with respect thereto.

If either Party considers that a Force Majeure Event has occurred which may affect performance of its obligations, it shall notify the other Party as soon as possible but within a maximum of ten (10) Days from the Force Majeure Event occurrence date (or from the date it became aware of the occurrence) giving written particulars of the relevant event and its effect upon its performance under the Agreement and, where known, the expected duration of the failure to perform. If the Party declaring a Force Majeure Event does not notify the other Party within such ten (10) Day period, then any relief provided to the declaring Party under this Clause 33 shall only be available as of the date that such notice was provided to the other Party. As soon as the Force Majeure Event has ended, the Party claiming such Force Majeure Event shall give written notice to the other Party of the precise date of the end of the Force Majeure Event and the extent, with justification, to which it has actually been affected in the performance of its obligations.

Upon the occurrence of any Force Majeure Event, Seller shall use its best efforts to continue to perform its obligations under the Agreement and to minimize the adverse effects of such Force Majeure Event. Seller shall notify Buyer of the steps it proposes to take including any reasonable alternative means to continue the performance of its obligations under the Agreement. Seller shall not take any such steps unless approved by Buyer. In the case of Seller declaring a Force Majeure Event, within twelve (12) Days after giving such notice Seller shall prepare and deliver to Buyer an appraisal report of the effects of the Force Majeure Event (the “Force Majeure Report”). The Force Majeure Report shall:

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In addition to the Force Majeure Report, Buyer may request, and Seller shall promptly provide, such related information pertaining to the Force Majeure Report as may be reasonable.

If circumstances or consequences of a Force Majeure Event have occurred and shall continue for an uninterrupted period of [***] after date of occurrence then, notwithstanding that Seller may by reason thereof have been granted an extension of the Delivery Date, the non-claiming Party shall be entitled to serve upon the Party affected by the Force Majeure Event an additional fifteen (15) Days’ notice to terminate the Agreement. If, at the expiry of such period, the Force Majeure Event is still in effect, the Agreement shall terminate. In the event of a termination of the Agreement due to a Force Majeure Event, the following provisions shall apply:

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APPENDIX B

PRICING; PAYMENT TERMS & CANCELLATION SCHEDULE

See attached.

B-1

APPENDIX B

PRICING, PAYMENT TERMS & CANCELLATION SCHEDULE

Seller shall not issue more than one (1) invoice (or, following the assignment of the Agreement to the EPC Contractor, two (2) invoices) in any calendar month during the term of the Agreement.

Seller shall not be entitled to invoice for a Payment Milestone until such Payment Milestone has been completed, such invoice shall include reasonable documentation of such completion of the Payment Milestone, including the documentation identified in the Payment Milestone Notes below and as may be further defined between Buyer and Seller during the kickoff meeting. Invoices shall include an affidavit setting forth the amounts paid by Seller to any “Major Subcontractors” under the Agreement in a form reasonably acceptable to Buyer and the Lenders.

In addition to the amounts shown in the Payment Milestone in Section I.B., below, Seller shall be permitted to invoice Buyer for the fixed fee of [***] as provided in Clause 7.1 of Appendix A of the Agreement in equal monthly installments in the amount of [***] during the first [***] of the Payment Schedule following the issuance of FNTP and [***] during the [***] of the Payment Schedule following the issuance of FNTP.

The Transportation Costs as defined in Clause 7.1 of Appendix A shall not be included in the Aggregate Payment Milestone Cap. Concurrently with the monthly invoice described in the first paragraph of this Appendix B, Seller may submit to Buyer a dedicated monthly invoice for the transportation fixed fee and the Transportation Costs.

Transportation Costs shall be documented by Seller providing to Buyer unredacted copies of purchase orders and other available documentation. Copies of invoices shall be provided as part of the monthly invoice for individual purchase orders or Transportation Costs with a value in excess of $[***]. In all other cases, Facility-specific ERP system reports in Excel format will be submitted with the applicable monthly invoice. Transportation Costs shall be certified by the Project Director as part of the applicable monthly invoice.

Concurrently with the monthly invoice described in the first paragraph of this Appendix B, Seller may submit to Buyer a dedicated monthly invoice with respect to any Cameron Parish sales and use taxes that constitute Buyer Taxes. Any such Cameron Parish sales and use taxes shall be documented by Seller providing the list, value, and delivery date of the delivered equipment.

Concurrently with the monthly invoice described in the first paragraph of this Appendix B, Seller may submit to Buyer a dedicated monthly invoice with respect to the Spare Parts. Spare Parts shall be documented by the Seller providing the list of the delivered spare parts and/or other available documentation to the Seller.

Buyer shall have the right to audit all documentation pertaining to Transportation Costs and taxes on reasonable prior notice to Seller and during normal business hours in order to confirm the accuracy and completeness thereof.

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B-3

B-4

B-5

B-6

B-7

B-8

The aggregate amount of all Payment Milestones invoiced by Seller as of each month, including all invoices submitted to Buyer in prior months, shall not exceed the amount of the Aggregate Payment Milestone Cap shown in tables below for such month.

B-9

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B-11

In the event of termination for convenience by Buyer pursuant to Clause 29.1 of Appendix A or a termination by Buyer or Seller, as applicable, if there is no mutual agreement on extending the time for issuance of FNTP pursuant to Clause 6.6 of Appendix A, then the Termination Fee, if any, payable by Buyer shall be determined as follows:

[***]

where:

[***]

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B-14

APPENDIX C

SCOPE OF SUPPLY & PROJECT SCHEDULE

[Omitted]

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APPENDIX D

GUARANTY AGREEMENT

[Omitted]

D-1

APPENDIX E

QUALITY ASSURANCE AND QUALITY CONTROL

[Omitted]

E-1

APPENDIX F

PERFORMANCE TESTS

[Omitted]

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APPENDIX G

APPROVED SUBCONTRACTORS

[Omitted]

G-1

APPENDIX H

FORM OF SELLER PARENT COMPANY GUARANTEE

[Omitted]

H-1

APPENDIX I

FORM OF CHANGE ORDER

[Omitted]

I-1

APPENDIX J

FORM OF LIEN WAIVERS AND RELEASES

[Omitted]

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APPENDIX K

PHYSICAL TRANSPORTATION COSTS

At least six (6) months prior to the delivery of the first Liquefaction Train under the Agreement, Seller shall provide to Buyer for Buyer’s review and approval, such approval not to be unreasonably withheld, conditioned or delayed, a plan for the delivery of the Liquefaction Trains in accordance with the delivery schedule, including the identity of the transportation vendors and the estimated Transportation Costs for the Agreement.

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APPENDIX L

LIQUIDATED DAMAGE AMOUNTS

L-1

L-2

L-3

L-4

APPENDIX M

CONTRACT PRICE ADJUSTMENTS

Part 1

The Contract Price shall be adjusted by the following adjustment index formula, provided that such adjustment shall (a) not be subject to any compounding and (b) be limited to a maximum reduction of [***], and maximum increase of [***], per annum:

[***]

where:

and:

[***]

M-1

[***]

Part 2

The Contract Price shall be adjusted for foreign exchange as follows:

Part 3

The Contract Price shall be further adjusted by the following adjustment index formula, provided that such adjustment shall (a) not be subject to any compounding and (b) be limited to a maximum reduction of [***], and maximum increase of [***], per annum:

[***]

M-2

where:

and:

[***]

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If the amount determined pursuant to this Part 3 is positive, it shall be added to the Contract Price by Change Order. If the amount determined pursuant to this Part 3 is negative, no amount shall be deducted from the Contract Price.

Part 4

The Contract Price shall be adjusted for foreign exchange as follows:

If the amount determined pursuant to clause (iii) is positive, it shall be added to the Contract Price by Change Order. If the amount determined pursuant to clause (iii) is negative, no amount shall be deducted from the Contract Price by Change Order.

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