KEXIM COVERED FACILITY AGREEMENT Dated as of May 28, 2013 among SABINE PASS LIQUEFACTION, LLC, as Borrower, KEB NY FINANCIAL CORP., as the KEXIM Facility Agent, SOCIÉTÉ GÉNÉRALE, as the Common Security Trustee, THE EXPORT-IMPORT BANK OF KOREA and THE...

Exhibit 10.3

Execution Copy

KEXIM COVERED FACILITY AGREEMENT

Dated as of May 28, 2013

among

SABINE PASS LIQUEFACTION, LLC,

as Borrower,

KEB NY FINANCIAL CORP.,

as the KEXIM Facility Agent,

SOCIÉTÉ GÉNÉRALE,

as the Common Security Trustee,

THE EXPORT-IMPORT BANK OF KOREA

and

THE FINANCIAL INSTITUTIONS

now or hereafter party hereto as KEXIM Covered Facility Lenders

TABLE OF CONTENTS


		Page

ARTICLE 1 DEFINITIONS AND INTERPRETATION			8

1.01	Defined Terms		8
1.02	Principles of Interpretation		8
1.03	UCC Terms		9
1.04	Accounting and Financial Determinations		9

ARTICLE 2 COMMITMENTS AND BORROWING			9

2.01	KEXIM Covered Facility Loans		9
2.02	Notice of Borrowings		9
2.03	Borrowing of Loans		10
2.04	Termination or Reduction of Commitments		12

ARTICLE 3 PAYMENTS, PREPAYMENTS, INTEREST AND FEES			13

3.01	Repayment of KEXIM Covered Facility Loan Borrowings		13
3.02	Interest Payment Dates		13
3.03	Interest Rates		13
3.04	Post-Maturity Interest Rates; Default Interest Rates		14
3.05	Interest Rate Determination		14
3.06	Computation of Interest and Fees		14
3.07	Optional Prepayment		14
3.08	Mandatory Prepayment		15
3.09	Time and Place of Payments		16
3.10	Borrowings and Payments Generally		16
3.11	Fees		17
3.12	Pro Rata Treatment		18
3.13	Sharing of Payments		18

ARTICLE 4 LIBOR AND TAX PROVISIONS			19

4.01	LIBOR Lending Unlawful		19
4.02	Inability to Determine Interest Rates		20
4.03	Increased Costs		20
4.04	Obligation to Mitigate		21
4.05	Funding Losses		23
4.06	Taxes		24

ARTICLE 5 REPRESENTATIONS AND WARRANTIES			28

5.01	Incorporation of Representations and Warranties in the Common Terms Agreement		28



ARTICLE 6 CONDITIONS PRECEDENT		28

6.01	Conditions to Closing Date	28
6.02	Conditions to KEXIM Covered Facility True-up Advance	28
6.03	Conditions to KEXIM Covered Facility Second Advance	28
6.04	Conditions to Each KEXIM Covered Facility Loan Borrowing	29

ARTICLE 7 COVENANTS		30

7.01	Incorporation of Common Terms Agreement	30

ARTICLE 8 DEFAULT AND ENFORCEMENT		30

8.01	Events of Default under the Common Terms Agreement	30
8.02	Claims under the KEXIM Guarantee	30
8.03	Acceleration Upon Bankruptcy	30
8.04	Acceleration Upon Other Event of Default	30
8.05	Action Upon Event of Default	31
8.06	Application of Proceeds	32

ARTICLE 9 THE KEXIM FACILITY AGENT		32

9.01	Appointment and Authority	32
9.02	Rights as a Lender or Secured Hedging Party	33
9.03	Exculpatory Provisions	33
9.04	Reliance by KEXIM Facility Agent	35
9.05	Delegation of Duties	35
9.06	Indemnification by the KEXIM Covered Facility Lenders	35
9.07	Resignation or Removal of KEXIM Facility Agent	36
9.08	No Amendment to Duties of KEXIM Facility Agent Without Consent	37
9.09	Non-Reliance on KEXIM Facility Agent	37
9.10	[Reserved]	37
9.11	Certain Obligations	37
9.12	KEXIM Guarantee	38
9.13	Voting	38
9.14	KEXIM Override	39

ARTICLE 10 SUBROGATION AND REIMBURSEMENT		39

10.01	Guarantee	39
10.02	Obligations Unconditional	39

ARTICLE 11 MISCELLANEOUS PROVISIONS		40

11.01	Amendments, Etc.	40
11.02	Entire Agreement	41
11.03	Applicable Government Rule; Jurisdiction; Etc.	41
11.04	Assignments	43
11.05	Benefits of Agreement	46
11.06	Costs and Expenses	46
11.07	Counterparts; Effectiveness	47
11.08	Indemnification by the Borrower	48


11.09	Interest Rate Limitation	49
11.10	No Waiver; Cumulative Remedies	50
11.11	Notices and Other Communications	50
11.12	Patriot Act Notice	52
11.13	Payments Set Aside	52
11.14	Right of Setoff	53
11.15	Severability	53
11.16	Survival	53
11.17	Treatment of Certain Information; Confidentiality	54
11.18	Waiver of Consequential Damages, Etc.	55
11.19	Waiver of Litigation Payments	55
11.20	Reinstatement	56
11.21	No Recourse	56
11.22	Intercreditor Agreement	56
11.23	Termination	56
11.24	Liability of KEXIM	57

SCHEDULES


Schedule 2.01	-	KEXIM Covered Facility Commitments
Schedule 3.01(a)	-	Amortization Schedule
Schedule 11.11	-	Notice Information

EXHIBITS


Exhibit A	-	Definitions
Exhibit B	-	Form of KEXIM Covered Facility Note
Exhibit C	-	Form of Lender Assignment Agreement (Commitment and Loans)
Exhibit D-1	-	Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders that are not Partnerships For U.S. Federal Income Tax Purposes)
Exhibit D-2	-	Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Exhibit D-3	-	Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes)
Exhibit D-4	-	Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes)
Exhibit E	-	Projected Balance

This KEXIM COVERED FACILITY AGREEMENT (this “Agreement”), dated as of May 28, 2013, is made among SABINE PASS LIQUEFACTION, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Borrower”), KEB NY FINANCIAL CORP. as the KEXIM Facility Agent, SOCIÉTÉ GÉNÉRALE, as the Common Security Trustee, THE EXPORT-IMPORT BANK OF KOREA, an official export credit agency incorporated by the Export-Import Bank of Korea Act as amended on July 25, 2011, duly organized and existing under the laws of the Republic of Korea (“KEXIM”) and each of the KEXIM Covered Facility Lenders from time to time party hereto.

W I T N E S S E T H :

WHEREAS, Sabine Pass LNG, L.P. (“SPLNG”), an indirect wholly owned subsidiary of Cheniere Energy Partners, L.P. (the “Sponsor”), owns and operates the Sabine Pass LNG Terminal (“Sabine Pass Terminal”) located in Cameron Parish, Louisiana. The Sabine Pass Terminal has liquefied natural gas (“LNG”) regasification and send-out capacity of approximately 4.3 Bcf/d, storage capacity of approximately 16.9 Bcfe and two marine berths;

WHEREAS, the Borrower intends to design, engineer, develop, procure, construct, install, complete, own, operate and maintain four liquefaction trains, each with a nominal production capacity of at least 182,500,000 MMBtu per annum (as more fully described in the Common Terms Agreement, the “Project”), that will add liquefaction services at the Sabine Pass Terminal and convert the Sabine Pass Terminal into a facility capable of liquefying and exporting domestic U.S. natural gas in addition to importing and regasifying foreign-sourced LNG;

WHEREAS, the Borrower, the Secured Debt Holder Group Representatives party thereto, the Secured Hedge Representatives party thereto, the Secured Gas Hedge Representatives party thereto, the Common Security Trustee and the Intercreditor Agent entered into that certain Common Terms Agreement, dated as of July 31, 2012, as amended by that certain First Amendment to Common Terms Agreement, dated as of November 6, 2012, as further amended by that certain Omnibus Amendment, dated as of January 9, 2013, and as further amended by that certain Second Omnibus Amendment (the “Second Omnibus Amendment”), dated as of January 9, 2013 (as so amended, the “Original Common Terms Agreement”), that sets out certain provisions regarding, among other things, common representations and warranties of the Borrower, common covenants of the Borrower, and common Events of Default under the Secured Debt Instruments (as defined in the Original Common Terms Agreement);

WHEREAS, the Borrower, the Commercial Banks Facility Agent, the Common Security Trustee, and the Commercial Bank Lenders party thereto (in their capacity as construction/term loan lenders thereunder) entered into that certain Credit Agreement (Term Loan A), dated as of July 31, 2012, as amended by the Second Omnibus Amendment (as so amended, the “Original Credit Agreement”), pursuant to which such Commercial Bank Lenders party thereto (in such capacity) agreed to provide, upon the terms and conditions set forth therein, the loans described therein and to finance the construction of the first two trains of the Project;

WHEREAS, the Borrower, the Secured Debt Holder Group Representatives party thereto, the Secured Hedge Representatives party thereto, the Secured Gas Hedge Representatives party thereto, the Common Security Trustee and the Intercreditor Agent have entered into that certain Intercreditor Agreement, dated as of July 31, 2012, as amended by the Second Omnibus Amendment (as so amended, the “Original Intercreditor Agreement”), that, among other things, governs the relationship among the Secured Parties and regulates the claims of the Secured Parties under the Original Common Terms Agreement against the Borrower and the enforcement by the Secured Parties under the Original Common Terms Agreement of the Security (as defined in the Original Common Terms Agreement), including the method of voting and decision making, and the appointment of the Intercreditor Agent for the purposes set forth therein;

WHEREAS, in connection with the construction of the first two trains of the Project, the Commercial Bank Lenders party to the Original Credit Agreement (in their capacity as construction/term loan lenders thereunder) disbursed to the Borrower an initial advance of one hundred million Dollars ($100,000,000) under the Original Credit Agreement on August 9, 2012 (the “Initial Advance”);

WHEREAS, pursuant to the Second Omnibus Amendment, the Commercial Bank Lenders party to the Original Credit Agreement (in their capacity as construction/term loan lenders thereunder) agreed, upon the terms and conditions set forth therein, to suspend a portion of their Tranche 4 Construction/Term Loan Commitments under and as defined in the Original Credit Agreement subject to the incurrence of Replacement Debt (as defined in the Original Common Terms Agreement) prior to the earlier of (x) June 30, 2013 and (y) the date upon which Expansion Debt is approved in accordance with Section 2.6 of the Original Common Terms Agreement;

WHEREAS, on February 1, 2013, the Borrower, the Initial Senior Bonds Trustee and the guarantors from time to time party thereto, entered into that certain Indenture (the “Original Senior Bonds Indenture”), pursuant to which the Borrower issued Senior Bonds in the aggregate amount of one billion five hundred million Dollars ($1,500,000,000) (the “Original Senior Bonds”), such Original Senior Bonds constituting Replacement Debt (as defined in the Original Common Terms Agreement) being incurred (prior to June 30, 2013 and prior to the approval of Expansion Debt) and therefore resulting in a suspension of one billion three hundred and twenty-six million nine hundred and twenty-seven thousand six hundred and eighty-eight Dollars and sixteen cents ($1,326,927,688.16) of the Tranche 4 Construction/Term Loan Commitments under and as defined in the Original Credit Agreement after the application of one hundred and seventy-three million seventy-two thousand three hundred and eleven Dollars and eighty-four cents ($173,072,311.84) of the proceeds of the Original Senior Bonds towards transaction expenses in connection with such Original Senior Bonds;

WHEREAS, on April 16, 2013, the Borrower, the Initial Senior Bonds Trustee and the guarantors from time to time party thereto, entered into that certain first Supplemental Indenture and second Supplemental Indenture to supplement the Original Senior Bonds Indenture (the “Supplemental Indentures” and together with the Original Senior Bonds Indenture, the “Initial Senior Bonds Indenture”), and pursuant to which the Borrower issued Senior Bonds in the aggregate amount of one billion five hundred million Dollars

($1,500,000,000) (the “Supplemental Senior Bonds” and together with the Original Senior Bonds, the “Initial Senior Bonds”) such Supplemental Senior Bonds constituting Replacement Debt (as defined in the Original Common Terms Agreement) and resulting in cancellation (as a result of certain waivers contained in that certain Waiver Letter, dated April 9, 2013) of one billion three hundred sixty million five hundred sixty-two thousand six hundred nineteen Dollars and fifty-six cents ($1,360,562,619.56) of the Tranche 4 Construction/Term Loan Commitments under and as defined in the Original Credit Agreement after the application of one hundred thirty-nine million four hundred thirty-seven thousand three hundred eighty Dollars and forty-four cents ($139,437,380.44) of the proceeds of the Supplemental Senior Bonds towards transaction expenses in connection with such Supplemental Senior Bonds;

WHEREAS, the Borrower, the Commercial Bank Lenders and certain other parties thereto, as applicable, desire to amend and restate the Original Credit Agreement and certain other Transaction Documents, as set forth below, and the KSURE Covered Facility Lenders, KEXIM, the KEXIM Covered Facility Lenders, and certain other Holders of Senior Debt, if applicable, desire to establish certain additional credit facilities in order to provide funds which are to be used, along with the Funded Equity to finance the design, engineering, development, procurement, construction, installation, completion, ownership, operation and maintenance of the four trains of the Project, to pay certain fees and expenses associated with the Financing Documents and the Senior Debt, fund the Senior Debt Facilities Debt Service Reserve Account, fund operating and working capital expenses of the Project, issue letters of credit and as further described herein and in the other Financing Documents;

WHEREAS, in connection with the amendment and restatement of the Original Credit Agreement and certain other Financing Documents, the Commercial Bank Lenders party thereto are willing to reinstate the Tranche 4 Construction/Term Loan Commitments (as defined in the Original Credit Agreement) as part of the Commercial Banks Facility Commitments;

WHEREAS, the Borrower, the KSURE Covered Facility Agent, the Common Security Trustee and the KSURE Covered Facility Lenders are entering into that certain KSURE Covered Facility Agreement, pursuant to which the KSURE Covered Facility Lenders will provide, upon the terms and conditions set forth therein, the loans described therein to finance the construction of the Project and, in connection therewith and as a condition thereto, KSURE will issue the KSURE Insurance to provide, upon the terms and conditions set forth therein, credit support to the KSURE Covered Facility Lenders;

WHEREAS, the Borrower and KEXIM, an official export credit agency promoting the sound development of the Korean national economy by providing finance required for overseas economic cooperation, such as export and import, overseas investment and exploitation of overseas resources as provided in Article 1 of the Export-Import Bank of Korea Act, are entering into that certain KEXIM Direct Facility Agreement, pursuant to which KEXIM will provide upon the terms and conditions set forth therein, the loans described therein to finance the construction of the Project;

WHEREAS, the Borrower, the Commercial Banks Facility Agent, the Common Security Trustee, and the Commercial Bank Lenders are entering into an Amended and Restated Credit Agreement (Term Loan A), pursuant to which the Commercial Bank Lenders will provide upon the terms and conditions set forth therein, the loans described therein to finance the construction of the Project;

WHEREAS, the Borrower, the Secured Debt Holder Group Representatives, the Secured Hedge Representatives, the Secured Gas Hedge Representatives, the Common Security Trustee and the Intercreditor Agent are entering into an Amended and Restated Intercreditor Agreement in order to amend and restate the Original Intercreditor Agreement and, among other things, regulate the relationship among the Secured Parties and regulate the claims of the Secured Parties against the Borrower and the enforcement by the Secured Parties of the Security, including the method of voting and decision making, and the appointment of the Intercreditor Agent for the purposes set forth therein;

WHEREAS, the Borrower has granted certain Security in the Collateral for the benefit of the Secured Parties pursuant to the Security Documents;

WHEREAS, the Borrower, the Secured Debt Holder Group Representatives, the Secured Hedge Representatives, the Secured Gas Hedge Representatives, the Common Security Trustee, and the Intercreditor Agent are entering into an Amended and Restated Common Terms Agreement and set out certain provisions regarding, among other things: (a) common representations and warranties of the Borrower; (b) common covenants of the Borrower; and (c) common Events of Default under the Secured Debt Instruments;

WHEREAS, the Borrower has requested that the KEXIM Facility Agent, the Common Security Trustee, KEXIM and the KEXIM Covered Facility Lenders establish a credit facility, pursuant to which the KEXIM Covered Facility Lenders will provide, upon the terms and conditions set forth herein, the loans described herein to finance the construction of the Project and, in connection herewith and as a condition hereto, KEXIM will issue the KEXIM Guarantee to provide, upon the terms and conditions set forth therein, credit support to the KEXIM Covered Facility Lenders; and

WHEREAS, the KEXIM Covered Facility Lenders are willing to make such credit facility available upon and subject to the terms and conditions hereinafter set forth.

NOW THEREFORE, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.01 Defined Terms. Unless the context shall otherwise require, or unless otherwise defined herein in Exhibit A, capitalized terms used herein shall have the meanings provided in the Common Terms Agreement.

1.02 Principles of Interpretation. Unless the context shall otherwise require, or unless otherwise provided herein, this Agreement shall be governed by the principles of interpretation in Section 1.2 (Interpretation) of the Common Terms Agreement, mutatis mutandis.

1.03 UCC Terms. Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the respective meanings given to those terms in the UCC.

1.04 Accounting and Financial Determinations. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with Section 1.4 (Accounting and Financial Determinations) of the Common Terms Agreement.

ARTICLE 2

COMMITMENTS AND BORROWING

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

2.01 KEXIM Covered Facility Loans. (a) Each KEXIM Covered Facility Lender, severally and not jointly, shall make loans (each such loan, a “KEXIM Covered Facility Loan”) to the Borrower in an aggregate principal amount not in excess of the KEXIM Covered Facility Commitment of such KEXIM Covered Facility Lender, from time to time during the Availability Period, but not more frequently than monthly; provided that, after giving effect to the making of any KEXIM Covered Facility Loans, the aggregate outstanding principal amount of all KEXIM Covered Facility Loans shall not exceed the Aggregate KEXIM Covered Facility Commitment.

(b) Each KEXIM Covered Facility Loan Borrowing shall be in an amount specified in a Borrowing Notice delivered pursuant to Section 2.3 (Borrowing Notice Requirements) of the Common Terms Agreement.

(c) Proceeds of the KEXIM Covered Facility Loans shall be deposited into the Construction Account solely to fund Project Costs, subject to the terms and conditions set forth herein.

(d) KEXIM Covered Facility Loans repaid or prepaid may not be reborrowed.

2.02 Notice of Borrowings. (a) From time to time, but no more frequently than monthly, subject to the limitations set forth in Section 2.01 (KEXIM Covered Facility Loans), the Borrower may request a KEXIM Covered Facility Loan Borrowing by delivering to the KEXIM Facility Agent a properly completed Borrowing Notice pursuant to and in accordance with Section 2.3 (Borrowing Notice Requirements) of the Common Terms Agreement.

(b) The KEXIM Facility Agent shall promptly (and in no event later than 12:00 p.m., Seoul time, on or before the third Business Day prior to the proposed Borrowing Date) advise each KEXIM Covered Facility Lender that has a KEXIM Covered Facility Commitment of any Borrowing Notice delivered pursuant to this Section 2.02, together with each such KEXIM Covered Facility Lender’s KEXIM Covered Facility Loan Commitment Percentage of the requested KEXIM Covered Facility Loan Borrowing.

Without limitation of Section 9.11(d) (Certain Obligations), the KEXIM Facility Agent shall provide to KEXIM (i) copies of each Borrowing Notice requesting the disbursement

of any KEXIM Covered Facility Loans promptly following receipt thereof, (ii) as promptly as practicable (and in any event within three (3) Business Days) following the making of each KEXIM Covered Facility Loan, written notice indicating the amount of such KEXIM Covered Facility Loan, the date on which such KEXIM Covered Facility Loan was made and the amortization terms applicable thereto, and (iii) as promptly as practicable after receipt of the same, the information required pursuant to Section 7.3 (Information Undertakings) of the KEXIM Guarantee.

2.03 Borrowing of Loans. (a) Subject to clause (c) below, each KEXIM Covered Facility Lender shall make a KEXIM Covered Facility Loan in the amount of its KEXIM Covered Facility Loan Commitment Percentage of each KEXIM Covered Facility Loan Borrowing on the proposed Borrowing Date by wire transfer of immediately available funds to the KEXIM Facility Agent, not later than 1:00 p.m., New York City time, and the KEXIM Facility Agent shall transfer and deposit the amounts so received as set forth in Section 2.01(c) (KEXIM Covered Facility Loans) for application in accordance with Sections 5.02(b) and (e) (Construction Account) of the Accounts Agreement; provided that, if a KEXIM Covered Facility Loan Borrowing does not occur on the proposed Borrowing Date because any condition precedent to such requested KEXIM Covered Facility Loan Borrowing herein specified has not been met, the KEXIM Facility Agent shall return the amounts so received to each KEXIM Covered Facility Lender without interest as soon as possible.

(b) Subject to Section 4.04 (Obligation to Mitigate), each KEXIM Covered Facility Lender may (without relieving the Borrower of its obligation to repay a KEXIM Covered Facility Loan in accordance with the terms of this Agreement and the KEXIM Covered Facility Notes) at its option fulfill its KEXIM Covered Facility Commitments with respect to any such KEXIM Covered Facility Loan by causing any domestic or foreign branch or Affiliate of such KEXIM Covered Facility Lender to make such KEXIM Covered Facility Loan.

(c) Unless the KEXIM Facility Agent has been notified in writing by any KEXIM Covered Facility Lender prior to a proposed Borrowing Date that such KEXIM Covered Facility Lender will not make available to the KEXIM Facility Agent its portion of the KEXIM Covered Facility Loan Borrowing proposed to be made on such date, the KEXIM Facility Agent may assume that such KEXIM Covered Facility Lender has made such amounts available to the KEXIM Facility Agent on such date and the KEXIM Facility Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the KEXIM Facility Agent by such KEXIM Covered Facility Lender and the KEXIM Facility Agent has made such amount available to the Borrower, the KEXIM Facility Agent shall be entitled to recover on demand from such KEXIM Covered Facility Lender such corresponding amount plus interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the KEXIM Facility Agent to the Borrower to the date such corresponding amount is recovered by the KEXIM Facility Agent at an interest rate per annum equal to the Federal Funds Effective Rate. If such KEXIM Covered Facility Lender pays such corresponding amount (together with such interest), then such corresponding amount so paid shall constitute such KEXIM Covered Facility Lender’s KEXIM Covered Facility Loan included in such KEXIM Covered Facility Loan Borrowing. If such KEXIM Covered Facility Lender does not pay such corresponding amount forthwith upon the KEXIM Facility Agent’s demand, the

KEXIM Facility Agent shall promptly notify the Borrower and the Borrower shall promptly repay such corresponding amount to the KEXIM Facility Agent plus interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the KEXIM Facility Agent to the Borrower to the date such corresponding amount is recovered by the KEXIM Facility Agent at an interest rate per annum equal to the highest LIBOR applicable to the KEXIM Covered Facility Loans then outstanding plus the Applicable Margin. If the KEXIM Facility Agent receives payment of the corresponding amount from each of the Borrower and such KEXIM Covered Facility Lender, the KEXIM Facility Agent shall promptly remit to the Borrower such corresponding amount. If the KEXIM Facility Agent receives payment of interest on such corresponding amount from each of the Borrower and such KEXIM Covered Facility Lender for an overlapping period, the KEXIM Facility Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. Nothing herein shall be deemed to relieve any KEXIM Covered Facility Lender from its obligation to fulfill its KEXIM Covered Facility Commitments hereunder and any payment by the Borrower pursuant to this Section 2.03(c) shall be without prejudice to any claim the Borrower may have against a KEXIM Covered Facility Lender that shall have failed to make such payment to the KEXIM Facility Agent. The failure of any KEXIM Covered Facility Lender to make available to the KEXIM Facility Agent its portion of the KEXIM Covered Facility Loan Borrowing shall not relieve any other KEXIM Covered Facility Lender of its obligations, if any, hereunder to make available to the KEXIM Facility Agent its portion of the KEXIM Covered Facility Loan Borrowing on the date of such KEXIM Covered Facility Loan Borrowing, but no KEXIM Covered Facility Lender shall be responsible for the failure of any other KEXIM Covered Facility Lender to make available to the KEXIM Facility Agent such other KEXIM Covered Facility Lender’s portion of the KEXIM Covered Facility Loan Borrowing on the date of any KEXIM Covered Facility Loan Borrowing. A notice of the KEXIM Facility Agent to any KEXIM Covered Facility Lender or the Borrower with respect to any amounts owing under this Section 2.03(c) shall be conclusive, absent manifest error.

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

(e) The KEXIM Facility Agent shall maintain at the KEXIM Facility Agent’s office (i) a copy of any Lender Assignment Agreement delivered to it pursuant to Section 11.04 (Assignments), and (ii) a register for the recordation of the names and addresses of the KEXIM Covered Facility Lenders, and all the KEXIM Covered Facility Commitments of, and principal amount of and interest on the KEXIM Covered Facility Loans owing and paid to, each KEXIM Covered Facility Lender pursuant to the terms hereof from time to time and of amounts received by the KEXIM Facility Agent from the Borrower and whether such amounts constitute principal, interest, fees or other amounts and each KEXIM Covered Facility Lender’s share thereof (the “Register”). The Register shall be available for inspection by the Borrower and any KEXIM Covered Facility Lender at any reasonable time and from time to time upon reasonable prior notice.

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

(g) The Borrower agrees that in addition to such accounts or records described in clauses (e) and (f) of this Section 2.03, the KEXIM Covered Facility Loans made by each KEXIM Covered Facility Lender, upon the request of any KEXIM Covered Facility Lender, be evidenced by a KEXIM Covered Facility Note duly executed on behalf of the Borrower and shall be dated the date of the KEXIM Covered Facility True-up Advance (or, if later, the date of any request therefor by a KEXIM Covered Facility Lender). Each such KEXIM Covered Facility Note shall have all blanks appropriately filled in and shall be payable to such KEXIM Covered Facility Lender and its registered assigns in a principal amount equal to the KEXIM Covered Facility Commitment of such KEXIM Covered Facility Lender; provided that each KEXIM Covered Facility Lender may attach schedules to its respective KEXIM Covered Facility Note and endorse thereon the date, amount and maturity of its respective KEXIM Covered Facility Loan and payments with respect thereto.

2.04 Termination or Reduction of Commitments. (a) All unused KEXIM Covered Facility Commitments, if any, shall be automatically and permanently terminated on the last day of the Availability Period.

(b) Upon any payment or prepayment of the KEXIM Covered Facility Loans pursuant to Section 3.01 (Repayment of KEXIM Covered Facility Loan Borrowings), Section 3.07 (Optional Prepayment) or Section 3.08 (Mandatory Prepayment), the Aggregate KEXIM Covered Facility Commitment shall be automatically and permanently reduced in an amount equal to such payment or prepayment.

(c) The Borrower shall have the right to permanently terminate in whole, and from time to time to permanently reduce in part, the Aggregate KEXIM Covered Facility Commitment (in a minimum amount of ten million Dollars ($10,000,000)) in accordance with Section 3.3 (Voluntary Cancellation of Secured Debt) of the Common Terms Agreement; provided that the Borrower shall make such KEXIM Covered Facility Commitment reduction contemporaneously and ratably amongst all Facility Loans.

(d) The Borrower shall have the right to permanently terminate the KEXIM Covered Facility Commitments of Non-Consenting Lenders in accordance with Section 4.04(d) (Obligation to Mitigate).

(e) All unused KEXIM Covered Facility Commitments, if any, shall be terminated upon the occurrence of an Event of Default if required pursuant to Section 8.03 (Acceleration upon Bankruptcy) or Section 8.04 (Acceleration upon Other Event of Default) in accordance with the terms thereof.

ARTICLE 3

PAYMENTS, PREPAYMENTS, INTEREST AND FEES

3.01 Repayment of KEXIM Covered Facility Loan Borrowings. (a) The Borrower unconditionally and irrevocably promises to pay to the KEXIM Facility Agent for the ratable account of each KEXIM Covered Facility Lender the aggregate outstanding principal amount of the KEXIM Covered Facility Loans on each Quarterly Payment Date, in accordance with the Amortization Schedule.

(b) Notwithstanding anything to the contrary set forth in Section 3.01(a) above, the final principal repayment installment on the Maturity Date shall in any event be in an amount equal to the aggregate principal amount of all KEXIM Covered Facility Loans outstanding on such date.

3.02 Interest Payment Dates. (a) Interest accrued on each KEXIM Covered Facility Loan shall be payable, without duplication, on the following dates (each, an “Interest Payment Date”):

(i) with respect to any repayment or prepayment of principal on such KEXIM Covered Facility Loan, on the date of each such repayment or prepayment;

(ii) on the Maturity Date; and

(iii) on the last day of each applicable Interest Period.

(b) Interest accrued on the KEXIM Covered Facility Loans or other monetary Obligations after the date such amount is due and payable (whether on the Maturity Date, any Quarterly Payment Date, any Interest Payment Date, upon acceleration or otherwise) shall be payable upon demand.

(c) Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the occurrence of an event set forth in Section 9.7 (Bankruptcy; Insolvency) of the Common Terms Agreement and Section 8.01 (Events of Default under the Common Terms Agreement) of this Agreement only to the extent it relates to Section 9.7 (Bankruptcy; Insolvency) of the Common Terms Agreement.

3.03 Interest Rates. (a) The KEXIM Covered Facility Loans shall accrue interest at a rate per annum during each Interest Period applicable thereto equal to the sum of LIBOR for an Interest Period of three (3) months plus the Applicable Margin for such KEXIM Covered Facility Loans.

(b) All KEXIM Covered Facility Loans shall bear interest from (and including) the first day of the applicable Interest Period to (but excluding) the last day of such Interest Period at the interest rate determined as applicable to such KEXIM Covered Facility Loan.

(c) Notwithstanding anything to the contrary, the Borrower shall have, in the aggregate, no more than ten (10) separate KEXIM Covered Facility Loan Borrowings outstanding at any one time.

3.04 Post-Maturity Interest Rates; Default Interest Rates. If all or a portion of any Obligation is not paid or deposited when due (whether on the Maturity Date, by acceleration or otherwise), such all or a portion of any Obligation shall bear interest at a rate per annum equal to the sum of (ii) two percent (2%), (ii) Applicable Margin, and (iii) the highest LIBOR applicable to the KEXIM Covered Facility Loans then outstanding (such sum, the “Default Rate”), from the date of such non-payment until the amount then due is paid in full (after as well as before judgment).

3.05 Interest Rate Determination. The KEXIM Facility Agent shall determine the interest rate applicable to the KEXIM Covered Facility Loans and shall give prompt notice of such determination to the Borrower, the KEXIM Covered Facility Lenders and KEXIM. In each such case, the KEXIM Facility Agent’s determination of the applicable interest rate shall be conclusive in the absence of manifest error.

3.06 Computation of Interest and Fees. (a) All computations of interest for KEXIM Covered Facility Loans shall be made on the basis of a 360-day year and actual days elapsed.

(b) Interest shall accrue on each KEXIM Covered Facility Loan for the day on which the KEXIM Covered Facility Loan is made, and shall not accrue on a KEXIM Covered Facility Loan, or any portion thereof, for the day on which the KEXIM Covered Facility Loan or such portion is paid; provided, that any KEXIM Covered Facility Loan that is repaid on the same day on which it is made shall bear interest for one (1) day.

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

3.07 Optional Prepayment. (a) The Borrower shall have the right to prepay the KEXIM Covered Facility Loans on not less than five (5) Business Days’ prior written notice to KEXIM and the KEXIM Facility Agent at any time following the end of the Availability Period, as provided in Section 3.2 (Voluntary Prepayment of Secured Debt) of the Common Terms Agreement, subject to the terms and conditions of Section 3 (Repayment and Prepayments) of the Common Terms Agreement.

(b) Any partial prepayment of the KEXIM Covered Facility Loans under this Section 3.07 shall be in an amount that is not less than the amount specified in Section 3.2 (Voluntary Prepayment of Secured Debt) of the Common Terms Agreement.

(c) All prepayments under this Section 3.07 shall be made by the Borrower to the KEXIM Facility Agent for the account of KEXIM Covered Facility Lenders and shall be applied by the KEXIM Facility Agent in accordance with Section 3.07(d). Each notice of

optional prepayment will be irrevocable, except that a notice of prepayment given by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities and/or the issuance of other debt, in which case such notice may be revoked by the Borrower (by notice to KEXIM and the KEXIM Facility Agent on or prior to the specified effective date) if such condition is not satisfied. The Borrower shall pay any Break Costs incurred by any KEXIM Covered Facility Secured Party as a result of such notice and revocation.

(d) With respect to each prepayment to be made pursuant to this Section 3.07, on the date specified in the notice of prepayment delivered pursuant to Section 3.07(a), the Borrower shall pay to the KEXIM Facility Agent the sum of the following amounts:

(i) the principal of, and accrued but unpaid interest on, the KEXIM Covered Facility Loans to be prepaid;

(ii) any additional amounts required to be paid under Section 4.05 (Funding Losses); and

(iii) any other Obligations due to the respective KEXIM Covered Facility Lenders in connection with any prepayment under the Financing Documents.

(e) Amounts of any KEXIM Covered Facility Loans prepaid pursuant to this Section 3.07 may not be reborrowed.

3.08 Mandatory Prepayment. (a) The Borrower shall be required to prepay the KEXIM Covered Facility Loans in accordance with Sections 3.4 (Mandatory Prepayment of Secured Debt) of the Common Terms Agreement, subject to the terms and conditions of Section 3 (Repayment and Prepayments) of the Common Terms Agreement.

(b) With respect to each prepayment to be made pursuant to this Section 3.08, on the date required pursuant to Section 3.4 (Mandatory Prepayment of Secured Debt) of the Common Terms Agreement, the Borrower shall pay to the KEXIM Facility Agent the sum of the following amounts:

(i) the principal of, and accrued but unpaid interest on, the KEXIM Covered Facility Loans to be prepaid;

(ii) any additional amounts required to be paid under Section 4.05 (Funding Losses);

(iii) any other Obligations due to the respective KEXIM Covered Facility Lenders in connection with any prepayment under the Financing Documents.

(d) If the Borrower chooses to incur Replacement Debt pursuant to Section 2.5 (Replacement Debt) of the Common Terms Agreement, the Borrower shall use the proceeds

of such Replacement Debt, on a pro rata basis, other than in the case of Section 2.5(j)(ii) of the Common Terms Agreement, with respect to all other Senior Debt Instruments that require such prepayment, to prepay the KEXIM Covered Facility Debt.

3.09 Time and Place of Payments. (a) The Borrower shall make each payment (including any payment of principal of or interest on any KEXIM Covered Facility Loan or any Fees or other Obligations) hereunder without setoff, deduction or counterclaim not later than 12:00 noon, New York City time, on the date when due in Dollars and, in immediately available funds, to the KEXIM Facility Agent at the following account: A/C# 000000000, ABA# 000000000, Attn: Syndicated Loans Dept., Ref: Sabine Pass Project, or at such other office or account as may from time to time be specified by the KEXIM Facility Agent to the Borrower. Funds received after 12:00 noon, New York City time, shall be deemed to have been received by the KEXIM Facility Agent on the next succeeding Business Day.

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

(c) Whenever any payment (including any payment of principal of or interest on any KEXIM Covered Facility Loan or any Fees or other Obligations) hereunder shall become due, or otherwise would occur on a day that is not a Business Day, such payment shall (except as otherwise required by the proviso to the definition of “Interest Period”) be made on the immediately succeeding Business Day, and such increase of time shall in such case be included in the computation of interest or Fees, if applicable.

3.10 Borrowings and Payments Generally. (a) Unless the KEXIM Facility Agent has received notice from the Borrower prior to the date on which any payment is due to the KEXIM Facility Agent for the account of the KEXIM Covered Facility Lenders hereunder that the Borrower will not make such payment, the KEXIM Facility Agent may assume that the Borrower has made such payment on such date in accordance with this Agreement and may, in reliance upon such assumption, distribute to the KEXIM Covered Facility Lenders the amount due. If the Borrower has not in fact made such payment, then each of the KEXIM Covered Facility Lenders severally agrees to repay to the KEXIM Facility Agent forthwith on demand the amount so distributed to such KEXIM Covered Facility Lender in immediately available funds with interest thereon, for each day from (and including) the date such amount is distributed to it to (but excluding) the date of payment to the KEXIM Facility Agent, at the Federal Funds Effective Rate. A notice of the KEXIM Facility Agent to any KEXIM Covered Facility Lender with respect to any amount owing under this Section 3.10 shall be conclusive, absent manifest error.

(b) Nothing herein shall be deemed to obligate any KEXIM Covered Facility Lender to obtain funds for any KEXIM Covered Facility Loan in any particular place or manner or to constitute a representation by any KEXIM Covered Facility Lender that it has obtained or will obtain funds for any KEXIM Covered Facility Loan in any particular place or manner.

(c) The Borrower hereby authorizes each KEXIM Covered Facility Lender, if and to the extent payment owed to such KEXIM Covered Facility Lender is not made when due

under this Agreement or under the KEXIM Covered Facility Notes held by such KEXIM Covered Facility Lender, to charge from time to time against any or all of the Borrower’s accounts with such KEXIM Covered Facility Lender any amount so due.

3.11 Fees. (a) From and including the date hereof until the end of the Availability Period, the Borrower agrees to pay to the KEXIM Facility Agent, for the account of the KEXIM Covered Facility Lenders, on the last Business Day of each Fiscal Quarter, a commitment fee (the “Commitment Fee”) at a rate per annum equal to 40% of the Applicable Margin applicable to KEXIM Covered Facility Loans on the average daily amount by which the Aggregate KEXIM Covered Facility Commitment exceeds the aggregate outstanding principal amount of the KEXIM Covered Facility Loans during the Fiscal Quarter (or portion thereof) then ended; provided that all Commitment Fees shall be payable in arrears and computed on the basis of the actual number of days elapsed in a year of 360 days, as prorated for any partial quarter, as applicable. Notwithstanding the foregoing, the Borrower will not be required to pay any Commitment Fee to any KEXIM Covered Facility Lender with respect to any period in which such KEXIM Covered Facility Lender was a Defaulting Lender.

(b) From and including the date hereof until the Final Maturity Date, the Borrower agrees to pay (i) for so long as no KEXIM Guarantee Trigger Event shall exist, to KEXIM, or (ii) during the period in which a KEXIM Guarantee Trigger Event shall exist, to the KEXIM Facility Agent for the ratable benefit of the KEXIM Covered Facility Lenders, in each case, (A) in advance, on the Closing Date and on the last Business Day of each Fiscal Quarter (starting with the Fiscal Quarter in which the Closing Date occurs), a fee in an amount equal to the product of (1) the Quarterly Guarantee Premium for the next succeeding Fiscal Quarter (or, for payment on the Closing Date, for the Fiscal Quarter in which the Closing Date occurs), multiplied by (2) the Projected Balance for such next succeeding Fiscal Quarter (or, for payment on the Closing Date, for the Fiscal Quarter in which the Closing Date occurs), and (B) concurrently with any Additional Advance in a Fiscal Quarter, a fee (which fee may be paid from the proceeds of such Additional Advance) in an amount equal to the product of (1) the Quarterly Guarantee Premium for such Fiscal Quarter, multiplied by (2) the amount of such Additional Advance (the sum of (A) and (B), the “Guarantee Premium”); provided, if the Borrower fails to pay any Guarantee Premium, the KEXIM Covered Facility Lenders may, in their sole discretion, make such payment on behalf of the Borrower, and the Borrower shall reimburse the KEXIM Covered Facility Lenders to the extent of any such payment immediately upon demand.

(c) The Borrower agrees to pay to the KEXIM Facility Agent, for the account of each KEXIM Covered Facility Lender, a front-end fee (the “Front-End Fee”) in an amount equal to 1.5% of such KEXIM Covered Facility Lender’s KEXIM Covered Facility Commitment on the earlier of (i) the KEXIM Covered Facility True-up Advance (in which case such fee may be paid from the proceeds of the KEXIM Covered Facility True-up Advance), and (ii) the date that is thirty (30) days after the date of this Agreement.

(d) The Borrower agrees to pay or cause to be paid to the KEXIM Facility Agent for the account of the KEXIM Covered Facility Lenders and the KEXIM Facility Agent, additional fees in the amounts and at the times from time to time agreed to by the Borrower and the KEXIM Facility Agent, including pursuant to each Fee Letter with a Joint Lead Arranger.

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

3.12 Pro Rata Treatment. (a) Each KEXIM Covered Facility Loan Borrowing and, except as otherwise provided in Section 4.01 (LIBOR Lending Unlawful), each reduction of commitments of any type, pursuant to Section 2.04 (Termination or Reduction of Commitments) or otherwise, shall be allocated by the KEXIM Facility Agent pro rata among the KEXIM Covered Facility Loan Lenders in accordance with their respective KEXIM Covered Facility Loan Commitment Percentages.

(b) Except as otherwise required under Section 3.07 (Optional Prepayment), Section 3.08 (Mandatory Prepayment) or ARTICLE 4 (LIBOR And Tax Provisions), each payment or prepayment of principal of the KEXIM Covered Facility Loans shall be allocated by the KEXIM Facility Agent pro rata among the KEXIM Covered Facility Lenders in accordance with the respective principal amounts of their outstanding KEXIM Covered Facility Loans, and each payment of interest on the KEXIM Covered Facility Loans shall be allocated by the KEXIM Facility Agent pro rata among the KEXIM Covered Facility Lenders in accordance with the respective interest amounts outstanding on their KEXIM Covered Facility Loans. Each payment of the Commitment Fee shall be allocated by the KEXIM Facility Agent pro rata among the KEXIM Covered Facility Lenders in accordance with their respective KEXIM Covered Facility Loan Commitments.

3.13 Sharing of Payments. (a) If any KEXIM Covered Facility Lender obtains any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any KEXIM Covered Facility Loan (other than pursuant to the terms of ARTICLE 4 (LIBOR And Tax Provisions)) in excess of its pro rata share of payments then or therewith obtained by all KEXIM Covered Facility Lenders holding KEXIM Covered Facility Loans, such KEXIM Covered Facility Lender shall purchase from the other KEXIM Covered Facility Lenders (for cash at face value) such participations in KEXIM Covered Facility Loans made by them as shall be necessary to cause such purchasing KEXIM Covered Facility Lender to share the excess payment or other recovery ratably with each of them; provided, however, that, if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing KEXIM Covered Facility Lender, the purchase shall be rescinded and each KEXIM Covered Facility Lender that has sold a participation to the purchasing KEXIM Covered Facility Lender shall repay to the purchasing KEXIM Covered Facility Lender the purchase price to the ratable extent of such recovery together with an amount equal to such selling KEXIM Covered Facility Lender’s ratable share (according to the proportion of (x) the amount of such selling KEXIM Covered Facility Lender’s required repayment to the purchasing KEXIM Covered Facility Lender to (y) the total amount so recovered from the purchasing KEXIM Covered Facility Lender) of any interest or other amount paid or payable by the purchasing KEXIM Covered Facility Lender in respect of the total amount so recovered. The Borrower agrees that any KEXIM Covered Facility Lender so purchasing a participation from another KEXIM Covered Facility Lender pursuant to this Section 3.13(a) may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 11.14 (Right of Setoff)) with respect to such participation as fully as if such KEXIM Covered Facility Loan were the direct creditor of the Borrower in the amount of such participation. The provisions of this Section 3.13 shall not be construed to apply to any payment by the Borrower pursuant to and in

accordance with the express terms of this Agreement or any payment obtained by any KEXIM Covered Facility Lender as consideration for the assignment or sale of a participation in any of its KEXIM Covered Facility Loans.

(b) If under any applicable bankruptcy, insolvency or other similar law, any KEXIM Covered Facility Lender receives a secured claim in lieu of a setoff to which this Section 3.13 applies, such KEXIM Covered Facility Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the KEXIM Covered Facility Lenders entitled under this Section 3.14 to share in the benefits of any recovery on such secured claim.

ARTICLE 4

LIBOR AND TAX PROVISIONS

4.01 LIBOR Lending Unlawful. (a) In the event that it becomes unlawful or, by reason of a Change in Law, any KEXIM Covered Facility Lender is unable to honor its obligation to make or maintain KEXIM Covered Facility Loans at LIBOR, then such KEXIM Covered Facility Lender will promptly notify the Borrower of such event (with a copy to the KEXIM Facility Agent) and (i) such KEXIM Covered Facility Lender’s obligation to make or to continue KEXIM Covered Facility Loans at LIBOR shall be suspended until such time as such KEXIM Covered Facility Lender may again make and maintain KEXIM Covered Facility Loans at LIBOR and (ii) the Borrower shall convert such KEXIM Covered Facility Lender’s portion of any outstanding KEXIM Covered Facility Loans at LIBOR into loans whose rate basis is determined following the procedures outlined in Section 4.02 (Inability to Determine Interest Rates) effective as of the date of effectiveness of such Change in Law.

(b) Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 3.04 (Mandatory Prepayment of Secured Debt) of the Common Terms Agreement, if such Change in Law shall so mandate, the Borrower shall prepay in full that portion of the KEXIM Covered Facility Loan that such KEXIM Covered Facility Lender advises is so affected, on or before such date as shall be mandated by such Change in Law.

(c) At the Borrower’s request, each KEXIM Covered Facility Lender agrees to use reasonable efforts, including using reasonable efforts to designate a different lending office for funding or booking its KEXIM Covered Facility Loans or to assign its rights and obligations under the Financing Documents to another of its offices, branches or Affiliates, if, in the reasonable judgment of such KEXIM Covered Facility Lender, such designation or assignment (i) would eliminate or avoid such illegality and (ii) would not subject such KEXIM Covered Facility Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such KEXIM Covered Facility Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by such KEXIM Covered Facility Lender in connection with any such designation or assignment.

4.02 Inability to Determine Interest Rates. If, prior to the commencement of any Interest Period for a KEXIM Covered Facility Loan:

(a) the KEXIM Facility Agent reasonably determines that adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period; or

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

then the KEXIM Facility Agent shall give notice thereof (a “Rate Determination Notice”) to the Borrower and the KEXIM Covered Facility Lenders by telephone or telecopy as promptly as practicable thereafter and, until the KEXIM Facility Agent notifies the Borrower and the KEXIM Covered Facility Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical), (i) during the thirty (30) day period following such Rate Determination Notice (the “Negotiation Period”) the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Covered Facility Loans which shall reflect the cost to the KEXIM Covered Facility Lenders of funding the KEXIM Covered Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to prepay the KEXIM Covered Facility Loans; provided, however, that if the Borrower does not elect so to prepay, each affected KEXIM Covered Facility Lender shall determine (and shall certify from time to time in a certificate delivered by such KEXIM Covered Facility Lender to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to such KEXIM Covered Facility Lender of funding the KEXIM Covered Facility Loans for the Interest Period commencing on or after the first day of the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply and such rate basis shall be binding upon the Borrower and such KEXIM Covered Facility Lenders and shall apply in lieu of LIBOR for the affected Interest Period.

4.03 Increased Costs. (a) (1) If any Change in Law shall (A) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any KEXIM Covered Facility Lender; (B) subject the KEXIM Facility Agent or any KEXIM Covered Facility Lender, or its group, to any Taxes (other than (i) Indemnified Taxes, and (ii) Taxes described in clauses (a) through (d) of the definition of Excluded Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (C) impose on any KEXIM Covered Facility Lender or the London interbank market any other condition, cost or expense affecting this Agreement or KEXIM Covered Facility Loans; and (2) the result of any of the foregoing shall be to increase the cost to such Person of making or maintaining any KEXIM Covered Facility Loan (or of maintaining its obligation to make any such KEXIM Covered Facility Loan) to the Borrower or to reduce the amount of any sum received or receivable by such Person hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Person such additional amount or amounts as will compensate such Person for such additional costs incurred or reduction suffered (except to the extent the Borrower is excused from payment pursuant to Section 4.04 (Obligation to Mitigate)).

(b) If any KEXIM Covered Facility Lender reasonably determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such KEXIM Covered Facility Lender’s capital or (without duplication) on the capital of such KEXIM Covered Facility Lender’s holding company, if any, as a consequence of this Agreement or any of the KEXIM Covered Facility Loans made by such KEXIM Covered Facility Lender, to a level below that which such KEXIM Covered Facility Lender, or such KEXIM Covered Facility Lender’s holding company, could have achieved but for such Change in Law (taking into consideration such KEXIM Covered Facility Lender’s policies and the policies of such KEXIM Covered Facility Lender’s holding company with respect to capital adequacy and liquidity), then from time to time upon notice by such KEXIM Covered Facility Lender, the Borrower shall pay within thirty (30) days following the receipt of such notice to such KEXIM Covered Facility Lender such additional amount or amounts as will compensate such KEXIM Covered Facility Lender or (without duplication) such KEXIM Covered Facility Lender’s holding company in full for any such reduction suffered (except to the extent the Borrower is excused from payment pursuant to Section 4.04 (Obligation to Mitigate)). In determining such amount, such KEXIM Covered Facility Lender may use any method of averaging and attribution that it (in its sole discretion) shall deem appropriate.

(c) To claim any amount under this Section 4.03, the KEXIM Facility Agent or a KEXIM Covered Facility Lender, as applicable, shall promptly deliver to the Borrower (with a copy to the KEXIM Facility Agent) a certificate setting forth in reasonable detail the amount or amounts necessary to compensate the KEXIM Facility Agent or such KEXIM Covered Facility Lender or its holding company, as the case may be, under Section 4.03(a) or Section 4.03(b). The Borrower shall pay the KEXIM Facility Agent or such KEXIM Covered Facility Lender, as applicable, the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

(d) Promptly after the KEXIM Facility Agent or KEXIM Covered Facility Lender, as applicable, has determined that it will make a request for increased compensation pursuant to this Section 4.03, such Person shall notify the Borrower thereof (with a copy to the KEXIM Facility Agent). Failure or delay on the part of the KEXIM Facility Agent or KEXIM Covered Facility Lender to demand compensation pursuant to this Section 4.03 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Person pursuant to this Section 4.03 for any increased costs or reductions attributable to the failure of such Person to notify Borrower within two hundred twenty-five (225) days after the Change in Law giving rise to those increased costs or reductions of such Person’s intention to claim compensation for those circumstances; provided further that, if the Change in Law giving rise to those increased costs or reductions is retroactive, then the two hundred twenty-five (225) day period referred to above shall be extended to include that period of retroactive effect.

4.04 Obligation to Mitigate. (a) If any KEXIM Covered Facility Lender requests compensation under Section 4.03 (Increased Costs), or if the Borrower is required to pay any additional amount to any KEXIM Covered Facility Lender or any Government Authority for the account of any KEXIM Covered Facility Lender pursuant to Section 4.06 (Taxes), then, such KEXIM Covered Facility Lender, if requested by the Borrower in writing, shall use commercially reasonable efforts to designate a different lending office for funding or

booking its KEXIM Covered Facility Loans hereunder or to assign its rights and obligations under the Financing Documents to another of its offices, branches or Affiliates, if, in the reasonable judgment of such KEXIM Covered Facility Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 4.03 (Increased Costs) or Section 4.06 (Taxes), as applicable, in the future and (ii) would not subject such KEXIM Covered Facility Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such KEXIM Covered Facility Lender in any material respect, contrary to such KEXIM Covered Facility Lender’s normal banking practices or violate any applicable Government Rule. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any KEXIM Covered Facility Lender in connection with any such designation or assignment.

(b) Subject to Section 4.04(c), if any KEXIM Covered Facility Lender requests compensation under Section 4.03 (Increased Costs), or if the Borrower is required to pay any additional amount to any KEXIM Covered Facility Lender or any Government Authority for the account of any KEXIM Covered Facility Lender pursuant to Section 4.06 (Taxes) and, in each case, such KEXIM Covered Facility Lender has declined or is unable to designate a different lending office or to make an assignment in accordance with Section 4.04(a), or if any KEXIM Covered Facility Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice in writing to such KEXIM Covered Facility Lender and the KEXIM Facility Agent, request such KEXIM Covered Facility Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.04 (Assignments)), all (but not less than all) its interests, rights and obligations under this Agreement (including all of its KEXIM Covered Facility Loans and KEXIM Covered Facility Commitments) to an Eligible Assignee that shall assume such obligations (which assignee may be an Eligible Facility Lender, if such Eligible Facility Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the KEXIM Facility Agent, (ii) such KEXIM Covered Facility Lender shall have received payment of an amount equal to all Obligations of the Borrower owing to such KEXIM Covered Facility Lender from such assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other Obligations) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 4.03 (Increased Costs) or payments required to be made pursuant to Section 4.06 (Taxes), such assignment will result in the elimination or reduction of such compensation or payments. A KEXIM Covered Facility Lender shall not be required to make any such assignment and delegation if, as a result of a waiver by such KEXIM Covered Facility Lender of its rights under Sections 4.03 (Increased Costs) or 4.06 (Taxes), as applicable, the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply. If, notwithstanding the satisfaction of each of the conditions set forth in Sections 4.03 (Increased Costs) or 4.06 (Taxes), a KEXIM Covered Facility Lender refuses to be replaced pursuant to this Section 4.04, the Borrower shall not be obligated to pay such KEXIM Covered Facility Lender any of the compensation referred to in this Section 4.04 or any additional amounts incurred or accrued under Sections 4.03 (Increased Costs) or 4.06 (Taxes) from and after the date that such replacement would have occurred but for such KEXIM Covered Facility Lender’s refusal. Nothing in this Section 4.04 shall be deemed to prejudice any rights that the Borrower, the KEXIM Facility Agent or any KEXIM Covered Facility Lender may have against any KEXIM Covered Facility Lender that is a Defaulting Lender.

(c) As a condition of the right of the Borrower to remove any KEXIM Covered Facility Lender pursuant to Section 4.04(b) and (d), the Borrower shall either (i) arrange for the assignment or novation of any Interest Rate Protection Agreements with such KEXIM Covered Facility Lender or any of its Affiliates simultaneously with such removal or (ii) terminate the applicable Interest Rate Protection Agreement and pay any relevant Hedge Termination Value.

(d) If (i) any KEXIM Covered Facility Lender (such KEXIM Covered Facility Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, consent or termination which pursuant to the terms of Section 11.01 (Amendments, Etc.) requires the consent of all of the KEXIM Covered Facility Lenders and with respect to which the Supermajority Lenders shall have granted their consent and (ii) no Event of Default then exists, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace all such Non-Consenting Lenders by requiring such Non-Consenting Lenders to assign all their KEXIM Covered Facility Loans and all their KEXIM Covered Facility Commitments to one or more Eligible Assignees that are Eligible Transferees; provided that (A) all Non-Consenting Lenders must be replaced with one or more Eligible Facility Lenders that grant the applicable consent, (B) all Obligations of the Borrower owing to such Non-Consenting Lenders being replaced shall be paid in full to such Non-Consenting Lenders concurrently with such assignment and (C) the replacement KEXIM Covered Facility Lenders shall purchase the foregoing by paying to such Non-Consenting Lenders a price equal to the amount of such Obligations. In connection with any such assignment, the Borrower, the KEXIM Facility Agent, such Non-Consenting Lenders and the replacement KEXIM Covered Facility Lenders shall otherwise comply with Section 11.04 (Assignments). With the consent of the Required Lenders, the Borrower shall have the right to use new shareholder funding or amounts on deposit in the Distribution Account that are permitted to be distributed pursuant to Section 5.10(d) (Distribution Account) of the Accounts Agreement to prepay all (and not part only) of the Non-Consenting Lenders’ KEXIM Covered Facility Loans and terminate all the Non-Consenting Lenders’ KEXIM Covered Facility Commitments subject, in each case, to payment of all accrued interest, fees, costs or expenses due under the Financing Documents to the relevant KEXIM Covered Facility Lender.

4.05 Funding Losses. In the event of (a) the payment of any principal of any KEXIM Covered Facility Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the failure to borrow, continue or prepay any KEXIM Covered Facility Loan on the date specified in any notice delivered pursuant hereto or (c) the assignment of any KEXIM Covered Facility Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 4.04 (Obligation to Mitigate), then, in any such event, the Borrower shall compensate each KEXIM Covered Facility Lender for the loss, cost and expense attributable to such event. Such loss, cost or expense to any KEXIM Covered Facility Lender shall be deemed to be the amount determined by the KEXIM Facility Agent (based upon the information delivered to it by such KEXIM Covered Facility Lender) to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such KEXIM Covered Facility Loan had such event not occurred, at LIBOR that would have been applicable to such KEXIM Covered Facility Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow or continue a KEXIM Covered Facility Loan, for

the period that would have been the Interest Period for such KEXIM Covered Facility Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such KEXIM Covered Facility Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars of a comparable amount and period from other banks in the LIBOR market. To claim any amount under this Section 4.05, the KEXIM Facility Agent shall promptly deliver to the Borrower a certificate setting forth in reasonable detail any amount or amounts that the applicable KEXIM Covered Facility Lender is entitled to receive pursuant to this Section 4.05 (including calculations, in reasonable detail, showing how the KEXIM Facility Agent computed such amount or amounts), which certificate shall be based upon the information delivered to the KEXIM Facility Agent by such KEXIM Covered Facility Lender. The Borrower shall pay to the KEXIM Facility Agent for the benefit of the applicable KEXIM Covered Facility Lender the amount due and payable and set forth on any such certificate within thirty (30) days after receipt thereof.

4.06 Taxes. For purposes of this Section 4.06, the term “applicable Governmental Rule” includes FATCA.

(a) Payment Free of Taxes. Any and all payments on account of any Obligations shall be made free and clear of, and without deduction or withholding for, any Taxes, except as required by applicable Government Rule; provided that, if the Withholding Agent is required to deduct or withhold any Taxes from those payments pursuant to applicable Government Rule, then (i) the applicable Withholding Agent shall make such deductions or withholdings, (ii) the applicable Withholding Agent shall pay the full amount deducted or withheld to the relevant Government Authority in accordance with applicable Government Rule and (iii) if such Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 4.06) each Person entitled thereto receives an amount equal to the sum it would have received had no such deductions or withholdings been made.

(b) Payment of Other Taxes by the Borrower. In addition, but without duplication of the provisions of Section 4.06(a), the Borrower shall pay any Other Taxes to the relevant Government Authority in accordance with any applicable Government Rule.

(c) Indemnification by the Borrower. The Borrower shall indemnify KEXIM, each KEXIM Covered Facility Lender and the KEXIM Facility Agent, within thirty (30) days after written demand therefor, for the full amount of any Indemnified Taxes payable or paid by such Person on or with respect to any payment on account of any Obligation or required to be deducted or withheld from such payment and any Other Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.06), and any penalties, interest and reasonable expenses arising from, or with respect to, those Indemnified Taxes or Other Taxes, whether or not those Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Government Authority. To claim any amount under this Section 4.06(c), KEXIM, the KEXIM Facility Agent or KEXIM Covered Facility Lenders (as applicable) must deliver to the Borrower (with a copy to the KEXIM Facility Agent) a certificate in reasonable detail as to the amount of such payment or liability, which certificate shall be conclusive absent manifest error.

(d) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Government Authority pursuant to this Section 4.06, the Borrower shall deliver to the KEXIM Facility Agent the original or a certified copy of a receipt issued by such Government Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the KEXIM Facility Agent.

(e) Status of KEXIM and Lenders. (i) KEXIM, and each KEXIM Covered Facility Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made hereunder, shall deliver to the Borrower and the KEXIM Facility Agent, at the time or times reasonably requested by the Borrower or the KEXIM Facility Agent, such properly completed and executed documentation reasonably requested by the Borrower or the KEXIM Facility Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, KEXIM and any KEXIM Covered Facility Lender, if reasonably requested by the Borrower or the KEXIM Facility Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the KEXIM Facility Agent as will enable the Borrower or the KEXIM Facility Agent to determine whether or not KEXIM or such KEXIM Covered Facility Lender, as applicable, is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 4.06(e)(ii)(A), (ii)(B) and (ii)(C) and Section 4.06(f) below) shall not be required if in KEXIM’s or such KEXIM Covered Facility Lender’s reasonable judgment, as applicable, such completion, execution or submission would subject KEXIM or such KEXIM Covered Facility Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of KEXIM or such KEXIM Covered Facility Lender.

(ii) Without limiting the generality of the foregoing:

A. each KEXIM Covered Facility Lender that is a United States Person shall deliver to the KEXIM Facility Agent for transmission to the Borrower, on or prior to the date on which such KEXIM Covered Facility Lender becomes a KEXIM Covered Facility Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the KEXIM Facility Agent), executed originals of IRS Form W-9 certifying that such KEXIM Covered Facility Lender is exempt from U.S. federal backup withholding tax;

B. KEXIM and each KEXIM Covered Facility Lender that is not a United States Person (including KEXIM, for purposes of this paragraph) (a “Non-U.S. Lender”) shall, to the extent it is legally entitled to do so, deliver to the KEXIM Facility Agent for transmission to the Borrower (but in the case of a Participant, only to the extent transmission to the Borrower is required under Section 11.04(d) (Assignments)), on or prior to the Closing Date (in the case of each KEXIM Covered Facility Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the assignment and acceptance pursuant to which it becomes a KEXIM Covered Facility Lender (in the case of each other

KEXIM Covered Facility Lender), and from time to time thereafter upon the reasonable request of the Borrower or the KEXIM Facility Agent, whichever of the following is applicable: (i) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Financing Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Financing Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (ii) executed originals of IRS Form W-8ECI; (iii) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D-1 to the effect that such Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; (iv) executed originals of IRS Form W-8EXP; or (v) to the extent a Non-U.S. Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8EXP, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable, provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-4 on behalf of each such direct and indirect partner;

C. each KEXIM Covered Facility Lender, or KEXIM, as the case may be, required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 4.06(e) hereby agrees, from time to time after the initial delivery by such KEXIM Covered Facility Lenders or KEXIM, as the case may be, of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such KEXIM Covered Facility Lenders or KEXIM, as the case may be, shall, upon reasonable request by the Borrower or the KEXIM Facility Agent, (i) promptly deliver to the KEXIM Facility Agent for transmission to the Borrower (but in the case of a Participant, only to the extent transmission to the Borrower is required under Section 11.04(d) (Assignments)) two new original copies of the applicable forms, certificates or other evidence, properly completed and duly executed by such KEXIM Covered Facility

Lender or KEXIM, as the case may be, and such other documentation required under the Code and reasonably requested in writing by the Borrower or the KEXIM Facility Agent to confirm or establish that such KEXIM Covered Facility Lender or KEXIM, as the case may be, is not subject to (or is subject to reduced) deduction or withholding of United States federal income tax with respect to payments to such KEXIM Covered Facility Lender or KEXIM, as the case may be, under this Agreement, or (ii) notify the KEXIM Facility Agent and the Borrower (but in the case of a Participant, only to the extent transmission to the Borrower is required under Section 11.04(d) (Assignments)) of its inability to deliver any such forms, certificates or other evidence. This Section 4.06(e) applies without duplication of the provisions of Section 4.06(f).

(f) FATCA. If a payment made to KEXIM or a KEXIM Covered Facility Lender under any Financing Document would be subject to U.S. federal withholding tax imposed by FATCA if KEXIM or such KEXIM Covered Facility Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), KEXIM or such KEXIM Covered Facility Lender shall deliver to the KEXIM Facility Agent at the time or times prescribed by Government Rule and at such time or times reasonably requested by the Borrower or the KEXIM Facility Agent such documentation prescribed by applicable Government Rule (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the KEXIM Facility Agent as may be necessary for the Borrower and the KEXIM Facility Agent to comply with their obligations under FATCA and to determine that KEXIM or such KEXIM Covered Facility Lender has complied with KEXIM’s or such KEXIM Covered Facility Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 4.06(f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) Refunds. If KEXIM, the KEXIM Facility Agent or any KEXIM Covered Facility Lender determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 4.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by KEXIM, the KEXIM Facility Agent or such KEXIM Covered Facility Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of KEXIM, the KEXIM Facility Agent or such KEXIM Covered Facility Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to KEXIM, the KEXIM Facility Agent or such KEXIM Covered Facility Lender in the event KEXIM, the KEXIM Facility Agent or such KEXIM Covered Facility Lender is required to repay such refund to such Government Authority, and (ii) in no event will KEXIM, such KEXIM Facility Agent or KEXIM Covered Facility Lender be required to pay any amount to the Borrower pursuant to this Section 4.06(g), the payment of which would place KEXIM, such KEXIM Facility Agent or KEXIM Covered Facility Lender in a less favorable net after-Tax position than KEXIM, such KEXIM Facility Agent or KEXIM Covered Facility Lender would have been in if the Tax subject to indemnification and giving rise to such refund

had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require KEXIM, the KEXIM Facility Agent or any KEXIM Covered Facility Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

5.01 Incorporation of Representations and Warranties in the Common Terms Agreement. The Borrower makes to each of the KEXIM Covered Facility Lenders, the KEXIM Facility Agent and the Common Security Trustee the representations and warranties set forth in Section 4 (Representations and Warranties) of the Common Terms Agreement on the dates set forth therein.

ARTICLE 6

CONDITIONS PRECEDENT

6.01 Conditions to Closing Date. The occurrence of the Closing Date and the effectiveness of the KEXIM Covered Facility Commitments are subject to the satisfaction of each of the conditions precedent specified in Schedule 5.1 (Conditions to Closing Date) to the Common Terms Agreement, in each case to the satisfaction of each of the KEXIM Covered Facility Lenders, unless, in each case, waived by each of the KEXIM Covered Facility Lenders.

6.02 Conditions to KEXIM Covered Facility True-up Advance. In addition to the conditions set forth in Section 6.04 (Conditions to Each KEXIM Covered Facility Loan Borrowing), the obligation of each KEXIM Covered Facility Lender to make available its KEXIM Covered Facility True-up Advance is subject to the satisfaction of each of the following conditions precedent, in each case to the satisfaction of each of the KEXIM Covered Facility Lenders, unless, in each case, waived by each of the KEXIM Covered Facility Lenders:

(a) the conditions precedent specified in Schedule 5.2 (Conditions to the True-up Advance) to the Common Terms Agreement;

(b) the KEXIM Guarantee shall have been duly executed and delivered by KEXIM and the KEXIM Facility Agent on behalf of the KEXIM Covered Facility Lenders and shall be in full force and effect (unless the KEXIM Guarantee is not in full force and effect as a consequence of any act or omission of any KEXIM Covered Facility Lender, KEXIM or KEXIM Facility Agent); and

(c) the KEXIM Facility Agent shall have received a legal opinion of Xxx & Ko with respect to such matters as KEXIM Covered Facility Lenders may reasonably request relating to the KEXIM Guarantee.

6.03 Conditions to KEXIM Covered Facility Second Advance. In addition to the conditions set forth in Section 6.04 (Conditions to Each KEXIM Covered Facility Loan

Borrowing), the obligation of each KEXIM Covered Facility Lender to make available its KEXIM Covered Facility Second Advance is subject to the satisfaction of the conditions precedent specified in Schedule 5.3 (Conditions to the Second Advance) to the Common Terms Agreement, in each case to the satisfaction of the Majority Aggregate Secured Credit Facilities Debt Participants, unless, in each case, waived by the Majority Aggregate Secured Credit Facilities Debt Participants.

6.04 Conditions to Each KEXIM Covered Facility Loan Borrowing. The obligation of each KEXIM Covered Facility Lender to make any of its KEXIM Covered Facility Loans hereunder is subject to:

(a) the satisfaction of each of the conditions precedent specified in Schedule 5.4 (Conditions to Each Advance) to the Common Terms Agreement, (other than items (a) and (b) in Schedule 5.4 (Conditions to Each Advance) to the Common Terms Agreement in the case of the True-up Advance), in each case to the satisfaction of:

(i) in the case of the KEXIM Covered Facility True-up Advance, each of the Facility Lenders unless, in each case, waived by each of the Facility Lenders;

(ii) in the case of the KEXIM Covered Facility Second Advance:

A. with respect to the condition precedent in item (e) in Schedule 5.4 (Conditions to Each Advance) to the Common Terms Agreement, each of the Facility Lenders unless waived by each of the Facility Lenders;

B. with respect to the condition precedent in item (d) in Schedule 5.4 (Conditions to Each Advance) to the Common Terms Agreement with respect to the bringdown of the representation and warranty in Section 4.24 (Material Adverse Effect) of the Common Terms Agreement, the Supermajority Aggregate Secured Credit Facilities Debt Participants unless waived by the Supermajority Aggregate Secured Credit Facilities Debt Participants;

C. with respect to the condition precedent in item (d) in Schedule 5.4 (Conditions to Each Advance) to the Common Terms Agreement with respect to the bringdown of the representation and warranty in Section 4.6 (Government Approvals; Government Rules) of the Common Terms Agreement, the Special Supermajority Aggregate Secured Credit Facilities Debt Participants unless waived by the Special Supermajority Aggregate Secured Credit Facilities Debt Participants; and

D. with respect to each other condition precedent set forth in Schedule 5.4 (Conditions to Each Advance) to the Common Terms Agreement, the Majority Aggregate Secured Credit Facilities Debt Participants, unless, in each case, waived by the Majority Aggregate Secured Credit Facilities Debt Participants; and

(iii) in the case of all Advances made after the KEXIM Covered Facility Second Advance, the Majority Aggregate Secured Credit Facilities Debt Participants, unless waived by the Majority Aggregate Secured Credit Facilities Debt Participants; and

(b) KEXIM shall have received that portion of the Guarantee Premium due as of the date of such Advance as described in Section 3.11(b) (Fees) or arrangements have been made to pay such portion out of the proceeds of the Advance.

ARTICLE 7

COVENANTS

7.01 Incorporation of Common Terms Agreement. The Borrower agrees with each KEXIM Covered Facility Lender, the KEXIM Facility Agent and the Common Security Trustee that it will perform or observe (as applicable) the obligations set forth in Section 6 (Affirmative Covenants), Section 7 (Negative Covenants) and Section 8 (Reporting Requirements) of the Common Terms Agreement in accordance with the terms thereof.

ARTICLE 8

DEFAULT AND ENFORCEMENT

8.01 Events of Default under the Common Terms Agreement. The Events of Default set forth in Section 9 (Events of Default for Secured Debt) of the Common Terms Agreement shall constitute Events of Default under this Agreement, subject to all of the provisions of such Sections in the Common Terms Agreement.

8.02 Claims under the KEXIM Guarantee. Unless otherwise instructed in writing by the Required Lenders, the KEXIM Facility Agent shall, by written notice to KEXIM, issue demand notices under the KEXIM Guarantee if it is entitled to do so at such time pursuant to the KEXIM Guarantee and exercise any and all rights and remedies available under the KEXIM Guarantee.

8.03 Acceleration Upon Bankruptcy. If any Event of Default described in Section 9.7 (Bankruptcy; Insolvency) of the Common Terms Agreement occurs with respect to the Borrower, all outstanding KEXIM Covered Facility Commitments, if any, shall automatically terminate and the outstanding principal amount of the outstanding KEXIM Covered Facility Loans and all other Obligations shall automatically be and become immediately due and payable, in each case without notice, demand or further act of the KEXIM Facility Agent, KEXIM, the Common Security Trustee or any other KEXIM Covered Facility Secured Party.

8.04 Acceleration Upon Other Event of Default. (a) If any Event of Default occurs for any reason (except the occurrence of any Event of Default described in Section 9.7 (Bankruptcy; Insolvency) of the Common Terms Agreement with respect to the Borrower, for which provision is made in Section 8.03 (Acceleration Upon Bankruptcy)), whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default),

the KEXIM Facility Agent may, or upon the direction of the Required Lenders shall, by written notice to the Borrower declare all or any portion of the outstanding principal amount of the KEXIM Covered Facility Loans and other Obligations to be due and payable or all the KEXIM Covered Facility Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such KEXIM Covered Facility Loans and other Obligations that have been declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, as the case may be, and such outstanding KEXIM Covered Facility Commitments shall terminate.

(b) Any declaration made pursuant to this Section 8.04 may, should the Required Lenders in their sole and absolute discretion so elect, be rescinded by written notice to the Borrower at any time after the principal of the KEXIM Covered Facility Loans has become due and payable, but before any judgment or decree for the payment of the monies so due, or any part thereof, has been entered; provided that, no such rescission or annulment shall extend to or affect any subsequent Event of Default or impair any right consequent thereon.

8.05 Action Upon Event of Default. Subject to the terms of the Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the KEXIM Facility Agent may, or upon the direction of the Required Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the KEXIM Facility Agent or the Required Lenders may elect, in addition to such other rights or remedies as the KEXIM Facility Agent and the KEXIM Covered Facility Lenders may have hereunder, under the other Financing Documents or at law or in equity:

(a) Without any obligation to do so, make disbursements or KEXIM Covered Facility Loans to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Lenders in their sole discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the KEXIM Covered Facility Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the KEXIM Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the KEXIM Covered Facility Commitments;

(b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the KEXIM Facility Agent, any KEXIM Covered Facility Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral;

(c) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially

according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the KEXIM Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the KEXIM Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the KEXIM Covered Facility Commitments.

8.06 Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the KEXIM Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the KEXIM Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the KEXIM Covered Facility Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):

(a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the KEXIM Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such;

(b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under ARTICLE 4 (LIBOR and Tax Provisions) payable to the KEXIM Covered Facility Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the KEXIM Facility Agent;

(c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the KEXIM Covered Facility Loans payable to the KEXIM Covered Facility Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the KEXIM Facility Agent;

(d) fourth, to that principal amount of the KEXIM Covered Facility Loans payable to the KEXIM Covered Facility Lenders (in inverse order of maturity), ratably among the KEXIM Covered Facility Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the KEXIM Facility Agent; and

(e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.

ARTICLE 9

THE KEXIM FACILITY AGENT

9.01 Appointment and Authority. (a) Each of the KEXIM Covered Facility Lenders hereby appoints, designates and authorizes KEB NY Financial Corp. as its KEXIM Facility Agent under and for purposes of each Financing Document to which the KEXIM Facility Agent is a party, and in its capacity as the KEXIM Facility Agent, to act on its behalf as Secured Debt Holder Group Representative and the Designated Voting Party (as defined in the

Intercreditor Agreement) for the KEXIM Covered Facility Lenders. KEB NY Financial Corp. hereby accepts this appointment and agrees to act as the KEXIM Facility Agent for the KEXIM Covered Facility Lenders in accordance with the terms of this Agreement. Each of the KEXIM Covered Facility Lenders appoints and authorizes the KEXIM Facility Agent to act on behalf of such KEXIM Covered Facility Lender under each Financing Document to which it is a party and in the absence of other written instructions from the Required Lenders received from time to time by the KEXIM Facility Agent (with respect to which the KEXIM Facility Agent agrees that it will comply, except as otherwise provided in this Section 9.01 or as otherwise advised by counsel, and subject in all cases to the terms of the Intercreditor Agreement), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the KEXIM Facility Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in any Financing Document, the KEXIM Facility Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the KEXIM Facility Agent have or be deemed to have any fiduciary relationship with any KEXIM Covered Facility Lender or other KEXIM Covered Facility Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Financing Document or otherwise exist against the KEXIM Facility Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the KEXIM Facility Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Government Rule. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) The provisions of this ARTICLE 9 are solely for the benefit of the KEXIM Facility Agent and the KEXIM Covered Facility Lenders, and neither the Borrower nor any other Person shall have rights as a third party beneficiary of any of such provisions other than the Borrower’s rights under Sections 9.07(a) and (b) (Resignation or Removal of KEXIM Facility Agent) and 9.12(b) (KEXIM Guarantee).

9.02 Rights as a Lender or Secured Hedging Party. Each Person serving as the KEXIM Facility Agent hereunder or under any other Financing Document shall have the same rights and powers in its capacity as a Commercial Bank Lender, KEXIM Covered Facility Lender, KSURE Covered Facility Lender or Secured Hedging Party, as the case may be, as any other Commercial Bank Lender, KEXIM Covered Facility Lender, KSURE Covered Facility Lender or Secured Hedging Party, as the case may be, and may exercise the same as though it were not the KEXIM Facility Agent. Each such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or Affiliates of the Borrower as if such Person were not the KEXIM Facility Agent hereunder and without any duty to account therefor to the KEXIM Covered Facility Lenders.

9.03 Exculpatory Provisions. (a) The KEXIM Facility Agent shall not have any duties or obligations except those expressly set forth herein and in the other Financing Documents and the KEXIM Guarantee; provided that notwithstanding anything to the contrary in this Agreement or any other Financing Document, in the event of any conflict between the duties, responsibilities and obligations of the KEXIM Facility Agent under this Agreement and

its duties, responsibilities and obligations under the KEXIM Guarantee, the duties, responsibilities and obligations of the KEXIM Facility Agent under the KEXIM Guarantee (subject to Section 9.12 (KEXIM Guarantee)) shall prevail. Without limiting the generality of the foregoing, the KEXIM Facility Agent shall not:

(i) be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;

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

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

(b) The KEXIM Facility Agent shall not be liable for any action taken or not taken by it (i) with the prior written consent or at the request of KEXIM or the Required Lenders (or such other number or percentage of the KEXIM Covered Facility Lenders as may be necessary, or as the KEXIM Facility Agent may believe in good faith to be necessary, under the circumstances as provided in Section 11.01 (Amendments, Etc.)) or (ii) in the absence of its own gross negligence or willful misconduct. The KEXIM Facility Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default is given to the KEXIM Facility Agent in writing by the Borrower, KEXIM or a KEXIM Covered Facility Lender.

(c) The KEXIM Facility Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Financing Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence or continuance of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Financing Document or any other agreement, instrument or document, or the perfection or priority of any Lien or security interest created or purported to be created by any Security Document, or (v) the satisfaction of any condition set forth in ARTICLE 6 (Conditions Precedent) or elsewhere herein, other than to confirm receipt of any items expressly required to be delivered to the KEXIM Facility Agent.

9.04 Reliance by KEXIM Facility Agent. The KEXIM Facility Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The KEXIM Facility Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a KEXIM Covered Facility Loan that by its terms must be fulfilled to the satisfaction of any KEXIM Covered Facility Lender, the KEXIM Facility Agent may presume that such condition is satisfactory to such KEXIM Covered Facility Lender unless the KEXIM Facility Agent has received notice to the contrary from such KEXIM Covered Facility Lender prior to the making of such KEXIM Covered Facility Loan. The KEXIM Facility Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05 Delegation of Duties. The KEXIM Facility Agent may perform any and all of its duties and exercise any and all its rights and powers hereunder or under any other Financing Document by or through any one or more sub-agents appointed by the KEXIM Facility Agent. The KEXIM Facility Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this ARTICLE 9 shall apply to any such sub-agent and to the Related Parties of the KEXIM Facility Agent, and shall apply to all of their respective activities in connection with their acting as or for the KEXIM Facility Agent.

9.06 Indemnification by the KEXIM Covered Facility Lenders. Without limiting the obligations of the Borrower hereunder, each KEXIM Covered Facility Lender agrees to indemnify the KEXIM Facility Agent and Related Parties thereof ratably in accordance with all its KEXIM Covered Facility Commitments for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, which may at any time be imposed on, incurred by or asserted against the KEXIM Facility Agent or any of its Related Parties in any way relating to or arising out of this Agreement, the other Financing Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof or of any such other documents; provided, however, that no KEXIM Covered Facility Lender shall be liable for any of the foregoing to the extent they arise solely from the KEXIM Facility Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The KEXIM Facility Agent shall be fully justified in taking, refusing to take or continuing to take any action hereunder unless it shall first be indemnified to its satisfaction by the KEXIM Covered Facility Lenders against any and all liability and expense which may be incurred by it by reason of taking, refusing to take or continuing to take any such action. Without limitation of the foregoing, each KEXIM Covered Facility Lender agrees to reimburse, ratably in accordance with all its KEXIM Covered Facility Commitments, the KEXIM Facility Agent promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by the KEXIM Facility Agent in connection with the preparation, execution, administration, amendment, waiver, modification or

enforcement of, or legal advice in respect of rights or responsibilities under, the Transaction Documents, to the extent that the KEXIM Facility Agent is not reimbursed promptly for such expenses by Borrower. The obligation of the KEXIM Covered Facility Lenders to make payments pursuant to this Section 9.06 is several and not joint, and the same shall survive the payment in full of the Obligations and the termination of this Agreement.

9.07 Resignation or Removal of KEXIM Facility Agent. (a) The KEXIM Facility Agent may resign from the performance of all its functions and duties hereunder and under the other Financing Documents and the KEXIM Guarantee at any time by giving thirty (30) days’ prior written notice to the Borrower, the KEXIM Covered Facility Lenders and KEXIM. The KEXIM Facility Agent may be removed at any time (i) by the Required Lenders for such Person’s gross negligence or willful misconduct or (ii) by the Borrower, with the consent of the Required Lenders and KEXIM, for such Person’s gross negligence or willful misconduct. In the event KEB NY Financial Corp. is no longer the KEXIM Facility Agent, any successor KEXIM Facility Agent may be removed at any time with cause by the Required Lenders and KEXIM. Any such resignation or removal shall take effect upon the appointment of a successor KEXIM Facility Agent, in accordance with this Section 9.07.

(b) Upon any notice of resignation by the KEXIM Facility Agent or upon the removal of the KEXIM Facility Agent pursuant to Section 9.07(a), the Required Lenders shall, with the consent of KEXIM (such consent not to be unreasonably conditioned, delayed or withheld) appoint a successor KEXIM Facility Agent, hereunder and under each other Financing Document to which the KEXIM Facility Agent is a party, such successor KEXIM Facility Agent to be a commercial bank having a combined capital and surplus of at least one billion Dollars ($1,000,000,000); provided that, if no Default or Event of Default shall then be continuing, appointment of a successor KEXIM Facility Agent shall also be acceptable to the Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed). The fees payable by the Borrower to a successor KEXIM Facility Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.

(c) If no successor KEXIM Facility Agent has been appointed by the Required Lenders within thirty (30) days after the date such notice of resignation was given by such resigning KEXIM Facility Agent, or the Required Lenders elected to remove such Person, any KEXIM Covered Facility Secured Party may petition any court of competent jurisdiction for the appointment of a successor KEXIM Facility Agent. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor KEXIM Facility Agent, who shall serve as KEXIM Facility Agent hereunder and under each other Financing Document to which it is a party until such time, if any, as the Required Lenders appoint a successor KEXIM Facility Agent, as provided above.

(d) Upon the acceptance of a successor’s appointment as KEXIM Facility Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) KEXIM Facility Agent, and the retiring (or removed) KEXIM Facility Agent shall be discharged from all of its duties and obligations hereunder or under the other Financing Documents. After the retirement or removal of the KEXIM Facility Agent hereunder and under the other Financing Documents, the provisions of this ARTICLE 9 and Section 11.08 (Indemnification by the Borrower) shall

continue in effect for the benefit of such retiring (or removed) Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Person was acting in its capacity as KEXIM Facility Agent.

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

9.09 Non-Reliance on KEXIM Facility Agent. Each of the KEXIM Covered Facility Lenders acknowledges that it has, independently and without reliance upon the KEXIM Facility Agent, any other KEXIM Covered Facility Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and make its extensions of credit. Each of the KEXIM Covered Facility Lenders also acknowledges that it will, independently and without reliance upon the KEXIM Facility Agent, any other KEXIM Covered Facility Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Financing Document or any related agreement or any document furnished hereunder or thereunder.

9.10 [Reserved].

9.11 Certain Obligations. The KEXIM Facility Agent shall:

(a) give prompt notice to each KEXIM Covered Facility Lender and KEXIM of receipt of each notice or request required or permitted to be given to the KEXIM Facility Agent by the Borrower pursuant to the terms of this Agreement or any other Financing Document (unless concurrently delivered to the KEXIM Covered Facility Lenders and KEXIM by the Borrower). The KEXIM Facility Agent will distribute to each KEXIM Covered Facility Lender and KEXIM each document or instrument (including each document or instrument delivered by the Borrower to the KEXIM Facility Agent pursuant to ARTICLE 5 (Representations and Warranties), ARTICLE 6 (Conditions Precedent) and ARTICLE 7 (Covenants)) received for the account of the KEXIM Facility Agent and copies of all other communications received by the KEXIM Facility Agent from the Borrower for distribution to the KEXIM Covered Facility Lenders by the KEXIM Facility Agent in accordance with the terms of this Agreement or any other Financing Document.

(b) except as otherwise expressly provided in any other Financing Document, perform its duties in accordance with any instructions given to it by (i) KEXIM or (ii) the KEXIM Covered Facility Lenders or the Required Lenders, as the case may be, acting as instructed or approved by KEXIM in writing, which instructions shall be binding on the KEXIM Facility Agent;

(c) if so instructed by (1) KEXIM or (2) the KEXIM Covered Facility Lenders or the Required Lenders, as the case may be, acting as instructed or approved by KEXIM in writing, refrain from exercising any right, power, authority or discretion vested in it; and

(d) without additional charge or compensation, perform such calculations and furnish to KEXIM and the KEXIM Covered Facility Lenders information relating to the principal amount outstanding, the Guarantee Premium due to KEXIM, interest due, and such other matters as the KEXIM Covered Facility Lenders or KEXIM may reasonably request.

9.12 KEXIM Guarantee.

(a) The KEXIM Facility Agent hereby declares that it holds and shall hold (i) the benefit of all representations, covenants, guarantees, indemnities and other contractual provisions given in favor of the KEXIM Facility Agent (other than any such benefits given to the KEXIM Facility Agent solely for its own benefit) by or pursuant to the KEXIM Guarantee and (ii) any amount paid to or recovered by the KEXIM Facility Agent in respect of the enforcement of the benefits referred to in clause (i) above for the benefit of itself and the other KEXIM Covered Facility Lenders.

(b) Neither the KEXIM Facility Agent nor any KEXIM Covered Facility Lender shall consent to any amendment, modification or supplement to the KEXIM Guarantee without the prior written consent of KEXIM and the Borrower (which shall not be unreasonably withheld or delayed), provided, however, that no such Borrower consent shall be required for any such amendment, modification or supplement which becomes effective either by operation of law or through a modification of a KEXIM rule or policy of general application, as the case may be.

(c) The KEXIM Facility Agent shall not consent to the assignment or transfer of KEXIM’s rights or obligations pursuant to the KEXIM Guarantee without the consent of each KEXIM Covered Facility Lender.

(d) The KEXIM Covered Facility Lenders hereby declare to have full knowledge of the general terms and conditions of the KEXIM Guarantee and agree to comply with any provisions of the KEXIM Guarantee.

9.13 Voting.

(a) Notwithstanding anything to the contrary contained in this Agreement, all votes to be taken by the KEXIM Facility Agent or any KEXIM Covered Facility Lenders for the purpose of any determination under this Agreement or any Intercreditor Vote shall require the prior written consent of KEXIM, the refusal of which shall be deemed to be a unanimous vote against the relevant action, decision or other matter, and the KEXIM Facility Agent shall cast its votes accordingly.

(b) As between KEXIM, the KEXIM Facility Agent and the KEXIM Covered Facility Lenders, KEXIM shall be entitled to exercise all of the voting rights held by the KEXIM Covered Facility Lenders under the Financing Documents.

9.14 KEXIM Override.

(a) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall oblige any KEXIM Covered Facility Lender to act (or omit to act) in a manner that is inconsistent with any requirement of KEXIM under or in connection with the KEXIM Guarantee and, in particular:

(i) the KEXIM Facility Agent shall be authorized to take all such actions as it may deem necessary to ensure that all requirements of KEXIM under or in connection with the KEXIM Guarantee are complied with; and

(ii) the KEXIM Facility Agent shall not be obliged to do anything if, in its opinion, to do so could result in a breach of any requirements of KEXIM under or in connection with the KEXIM Guarantee or affect the validity of the KEXIM Guarantee.

(b) Nothing in this Section 9.14 shall affect the rights or obligations of the Borrower.

ARTICLE 10

SUBROGATION AND REIMBURSEMENT

10.01 Guarantee. In addition to any right of indemnification or subrogation KEXIM may have at law, in equity or otherwise, the Borrower and the KEXIM Facility Agent (on behalf of the KEXIM Covered Facility Lenders) acknowledge that, if KEXIM is required to make any payment pursuant to the KEXIM Guarantee (each such payment being a “KEXIM Guarantee Payment”), KEXIM shall be subrogated to all of the rights and remedies of any KEXIM Covered Facility Lender receiving payment under the KEXIM Guarantee in respect thereof under any Financing Document to the extent of any such KEXIM Guarantee Payment, and that such rights of subrogation and the Borrower’s obligations hereunder to KEXIM as subrogee shall, without double counting (including to the extent recoverable pursuant to any “Assignment” as defined in the KEXIM Guarantee), constitute unpaid Obligations for the purposes of the Financing Document. In furtherance of the foregoing, the Borrower shall, without double counting (including to the extent recoverable pursuant to any “Assignment” as defined in the KEXIM Guarantee) and on demand by KEXIM or as KEXIM may otherwise direct, reimburse KEXIM for any KEXIM Guaranteed Payment made by KEXIM from time to time and pay to KEXIM in accordance with the terms of this Agreement an amount equal to any KEXIM Guarantee Payment plus interest at the Default Rate for the period from the date such KEXIM Guaranteed Payment is made by KEXIM until the same is reimbursed by the Borrower, upon demand by KEXIM from time to time.

10.02 Obligations Unconditional. The obligations of the Borrower to reimburse KEXIM and to pay the amount of interest required pursuant to Section 10.01 (Guarantee) are irrevocable and unconditional without regard to any circumstance whatsoever and shall not require any notice to the Borrower or any other Person.

ARTICLE 11

MISCELLANEOUS PROVISIONS

11.01 Amendments, Etc. Subject to the terms of the Intercreditor Agreement, no consent, amendment, waiver or termination of any provision of this Agreement shall be effective unless in writing signed by the Borrower and the Required Lenders, and each such amendment, waiver, termination or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, without the consent of each KEXIM Covered Facility Lender or, in connection with clause (g)(i)(y) below, the Supermajority Lenders (in each case, other than any KEXIM Covered Facility Lender that is a Loan Party, a Sponsor or an Affiliate or Subsidiary thereof), no such amendment, waiver, termination or consent shall:

(a) [Reserved];

(b) extend or increase any KEXIM Covered Facility Commitment;

(c) postpone any date scheduled for any payment of principal, fees or interest (as applicable) under Section 3.01 (Repayment of KEXIM Covered Facility Loan Borrowings), Section 3.02 (Interest Payment Dates), Section 3.07 (Mandatory Prepayment), or Section 3.11 (Fees) or any date fixed by the KEXIM Facility Agent for the payment of fees or other amounts due to the KEXIM Covered Facility Lenders (or any of them) hereunder;

(d) reduce the principal of, or the rate of interest specified herein on, any KEXIM Covered Facility Loan, or any Fees or other amounts (including any mandatory prepayments under Section 3.08 (Mandatory Prepayment)) payable to any KEXIM Covered Facility Lender hereunder, other than interest payable at the Default Rate;

(e) change the order of application of any reduction in any KEXIM Covered Facility Commitments or any prepayment of KEXIM Covered Facility Loans from the application thereof set forth in the applicable provisions of Section 2.04 (Termination or Reduction of Commitments), Section 3.07 (Optional Prepayment), Section 3.08 (Mandatory Prepayment), Section 3.12 (Pro Rata Treatment), or Section 3.13 (Sharing of Payments), respectively, in any manner;

(f) change any provision of this Section 11.01, the definition of Required Lenders, Supermajority Lenders, or any other provision hereof specifying the number or percentage of KEXIM Covered Facility Lenders required to amend, waive, terminate or otherwise modify any rights hereunder or make any determination or grant any consent hereunder;

(g) subject to all other provisions of this Section 11.01, release or allow release of (i) the Borrower from (x) all or (y) a material, portion of its obligations under this Agreement, the Common Terms Agreement or any Security Document, (ii) all or a material portion of the Collateral from the Lien of any of the Security Documents (other than with respect to assets the conveyance, sale, lease, transfer or other disposal of which is permitted under Section 7.2(b) (Prohibition of Fundamental Changes) of the Common Terms Agreement), or (iii) any guaranties or commitments (other than any KEXIM Covered Facility Commitments) under or in connection with this Agreement, the Common Terms Agreement or any Security Document;

(h) amend, modify, waive or supplement the terms of Section 11.04 (Assignments) of this Agreement or Section 2.6 (Expansion Debt) of the Common Terms Agreement;

(i) amend the definition of Permitted Indebtedness or KEXIM Covered Facility Secured Parties; or

(j) amend, modify or waive any of the matters listed on Schedule 1 (Unanimous Decisions) to the Intercreditor Agreement;

provided, further, that, notwithstanding anything to the contrary contained in this Agreement, no amendment, modification or supplement to this Agreement shall be effective without the prior written approval of KEXIM. Each KEXIM Covered Facility Lender shall provide written notice of any vote or action with respect to any consent, amendment, waiver or termination taken pursuant to this Agreement, or any other Financing Document, to the KEXIM Facility Agent with a copy to the Intercreditor Agent.

11.02 Entire Agreement. This Agreement, the other Financing Documents and any agreement, document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect to the subject matter hereof In the event of any conflict between the terms, conditions and provisions of this Agreement and any such agreement, document or instrument, the terms, conditions and provisions of this Agreement shall prevail.

11.03 Applicable Government Rule; Jurisdiction; Etc. (a) THIS AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA WITHOUT ANY REFERENCE TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) TO THE EXTENT PERMITTED BY APPLICABLE LAW EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH PARTY HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR, IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER FINANCING DOCUMENT SHALL AFFECT

ANY RIGHT THAT ANY PARTY HERETO MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION IF APPLICABLE LAW DOES NOT PERMIT A CLAIM, ACTION OR PROCEEDING REFERRED TO IN THE FIRST SENTENCE OF THIS SECTION TO BE FILED, HEARD OR DETERMINED IN OR BY THE COURTS SPECIFIED THEREIN.

(c) WAIVER OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT IN ANY COURT REFERRED TO IN SECTION 11.03(b). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) Service of Process. Each party irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to such Person at its then effective notice addresses pursuant to Section 11.11 (Notices and Other Communications). Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Financing Document in the courts of any jurisdiction if applicable law does not permit a claim, action or proceeding referred to in the first sentence of Section 11.03(b) to be filed, heard or determined in or by the courts specified therein.

(e) Immunity. To the extent that the Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Borrower hereby irrevocably and unconditionally waives such immunity in respect of its obligations under the Financing Documents and, without limiting the generality of the foregoing, agrees that the waiver set forth in this Section 11.03(e) shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and is intended to be irrevocable for purposes of such Act.

(f) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER FINANCING DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN

INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.03.

11.04 Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each of the KEXIM Covered Facility Lenders and the KEXIM Facility Agent (and any attempted assignment or other transfer by the Borrower without such consent shall be null and void), and no KEXIM Covered Facility Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with Section 11.04(b), (ii) by way of participation in accordance with Section 11.04(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.04(e) (and any other attempted assignment or transfer by any party hereto shall be null and void).

(b) Subject to this Section 11.04(b), any KEXIM Covered Facility Lender may at any time after the date hereof assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its KEXIM Covered Facility Commitment or the KEXIM Covered Facility Loans at the time owing to it) (provided that, on the date of such assignment, such assignment would not result in an increase in amounts payable by the Borrower under Section 4.03 (Increased Costs) or Section 4.05 (Funding Losses), unless such increase in amounts payable measured on such date of assignment is waived by the assigning and assuming KEXIM Covered Facility Lenders and such Eligible Assignee). Except in the case of (x) an assignment of the entire remaining amount of the assigning KEXIM Covered Facility Lender’s KEXIM Covered Facility Commitment and the KEXIM Covered Facility Loans at the time owing to it or (y) an assignment to an Eligible Facility Lender, or an Affiliate of an Eligible Facility Lender, or an Approved Fund with respect to an Eligible Facility Lender, the sum of (1) the outstanding KEXIM Covered Facility Commitments, if any, and (2) the outstanding KEXIM Covered Facility Loans subject to each such assignment (determined as of the date the Lender Assignment Agreement with respect to such assignment is delivered to the KEXIM Facility Agent or, if “Trade Date” is specified in the Lender Assignment Agreement, as of the Trade Date) shall not be less than five million Dollars ($5,000,000) and, with respect to the assignment of the KEXIM Covered Facility Loans, in integral multiples of one million Dollars ($1,000,000), unless the KEXIM Facility Agent otherwise consents in writing. Each partial assignment shall be made as an assignment of the same percentage of outstanding KEXIM Covered Facility Commitment and outstanding KEXIM Covered Facility Loans and a proportionate part of all the assigning KEXIM Covered Facility Lender’s rights and obligations under this Agreement with respect to the KEXIM Covered Facility Loan and the KEXIM Covered Facility Commitment. The parties to each assignment shall execute and deliver to the KEXIM Facility Agent a Lender Assignment Agreement in the form of Exhibit C, together with a processing and recordation fee of three thousand five hundred Dollars ($3,500); provided that (A) no such fee shall be payable in the case of an assignment to an Eligible Facility Lender, an Affiliate thereof or an Approved Fund with respect to an Eligible Facility Lender, as applicable, and (B) in the case of contemporaneous assignments by a KEXIM Covered Facility Lender to one or more Approved Funds managed by the same investment advisor (which Approved Funds are not then KEXIM Covered Facility Lenders hereunder), only a single such three thousand five

hundred Dollar ($3,500) fee shall be payable for all such contemporaneous assignments. If the Eligible Assignee is not an Eligible Facility Lender prior to such assignment, it shall deliver to the KEXIM Facility Agent an administrative questionnaire and all documentation and other information required by bank regulatory authorities under applicable “know your customer” requirements. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the KEXIM Facility Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the KEXIM Facility Agent, the applicable pro rata share of KEXIM Covered Facility Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the KEXIM Facility Agent, and each other KEXIM Covered Facility Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all KEXIM Covered Facility Loans in accordance with its KEXIM Covered Facility Loan Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the KEXIM Facility Agent pursuant to Section 11.04(c), from and after the effective date specified in each Lender Assignment Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Lender Assignment Agreement, have the rights and obligations of a KEXIM Covered Facility Lender under this Agreement, and the assigning KEXIM Covered Facility Lender shall, to the extent of the interest assigned by such Lender Assignment Agreement, be released from its obligations under this Agreement (and, in the case of a Lender Assignment Agreement covering all of the KEXIM Covered Facility Lender’s rights and obligations under this Agreement, such KEXIM Covered Facility Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 4.01 (LIBOR Lending Unlawful), Section 4.03 (Increased Costs), Section 4.05 (Funding Losses), Section 4.06 (Taxes), Section 11.06 (Costs and Expenses) and Section 11.08 (Indemnification by the Borrower) with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that KEXIM Covered Facility Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a KEXIM Covered Facility Note to the assignee and/or a revised KEXIM Covered Facility Note to the assigning KEXIM Covered Facility Lender reflecting such assignment. Any assignment or transfer by a KEXIM Covered Facility Lender of rights or obligations under this Agreement that does not comply with this Section 11.04(b) shall be treated for purposes of this Agreement as a sale by such KEXIM Covered Facility Lender of a participation in such rights and obligations in accordance with Section 11.04(d). Upon any such assignment, the KEXIM Facility Agent will deliver a notice thereof to the Borrower (provided that failure to deliver such notice shall not result in any liability for the KEXIM Facility Agent); provided that, no assignment or transfer of any rights or obligations of a KEXIM Covered Facility Lender shall be permitted without the prior written consent of KEXIM.

(c) The KEXIM Facility Agent shall maintain the Register in accordance with Section 2.03(e) (Borrowing of Loans) above.

(d) Any KEXIM Covered Facility Lender may at any time, without the consent of, or notice to, the Borrower or the KEXIM Facility Agent, sell participations to any Person (other than a natural person or any Loan Party, any Sponsor, any Material Project Party, any Person that is party to any Additional Material Project Document or any Affiliate or Subsidiary thereof) (each, a “Participant”) in all or a portion of such KEXIM Covered Facility Lender’s rights or obligations under this Agreement (including all or a portion of its KEXIM Covered Facility Commitment or the KEXIM Covered Facility Loans owing to it); provided that (i) such KEXIM Covered Facility Lender’s obligations under this Agreement shall remain unchanged, (ii) such KEXIM Covered Facility Lender remains solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the KEXIM Facility Agent and the other KEXIM Covered Facility Lenders shall continue to deal solely and directly with such KEXIM Covered Facility Lender in connection with such KEXIM Covered Facility Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each KEXIM Covered Facility Lender shall be responsible for the indemnity under Section 9.06 (Indemnification by the KEXIM Covered Facility Lenders) with respect to any payments made by such KEXIM Covered Facility Lender to its Participant(s). Any agreement or instrument pursuant to which a KEXIM Covered Facility Lender sells such a participation shall provide that such KEXIM Covered Facility Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that, such agreement or instrument may provide that such KEXIM Covered Facility Lender will not, without the consent of the Participant, but subject in all cases to KEXIM’s rights hereunder, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 (Amendments, Etc.) that directly affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.03 (Increased Costs), 4.05 (Funding Losses) and 4.06 (Taxes) (subject to the requirements and limitations therein, including the requirements under Section 4.06(e) (Taxes – Status of Lenders) (it being understood that any documentation required under Section 4.06 (Taxes) shall be delivered to the participating KEXIM Covered Facility Lender)) to the same extent as if it were a KEXIM Covered Facility Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 4.04 (Obligation to Mitigate) as if it were an assignee under paragraph (b) of this Section 11.04; and (B) shall not be entitled to receive any greater payment under Sections 4.03 (Increased Costs) or 4.06 (Taxes), with respect to any participation, than its participating KEXIM Covered Facility Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each KEXIM Covered Facility Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 4.04 (Obligation to Mitigate) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.14 (Right of Setoff) as though it were a KEXIM Covered Facility Lender; provided that such Participant agrees to be subject to Section 3.13 (Sharing of Payments) as though it were

a KEXIM Covered Facility Lender. Each KEXIM Covered Facility Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the KEXIM Covered Facility Loans or other obligations under the Financing Documents (the “Participant Register”); provided that no KEXIM Covered Facility Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Financing Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such KEXIM Covered Facility Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the KEXIM Facility Agent (in its capacity as KEXIM Facility Agent) shall have no responsibility for maintaining a Participant Register.

(e) Any KEXIM Covered Facility Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its KEXIM Covered Facility Notes, if any) to secure obligations of such KEXIM Covered Facility Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction; provided that, no such pledge or assignment shall release such KEXIM Covered Facility Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such KEXIM Covered Facility Lender as a party hereto.

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

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

11.06 Costs and Expenses. The Borrower shall pay (a) all reasonable and documented out-of-pocket expenses incurred by each of the KEXIM Facility Agent, the Common Security Trustee and the KEXIM Covered Facility Lenders and their Affiliates (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the KEXIM Covered Facility Lenders and their Affiliates in each relevant jurisdiction (provided

that, in the case of the continuation of an Event of Default, any KEXIM Covered Facility Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the preparation, negotiation, syndication, execution and delivery of this Agreement and the other Financing Documents; (b) all reasonable and documented out of pocket expenses incurred by the KEXIM Facility Agent, the Common Security Trustee and the KEXIM Covered Facility Lenders (including all reasonable fees, costs and expenses of one counsel plus one local counsel for KEXIM and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any KEXIM Covered Facility Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with any amendments, modifications or waivers of the provisions of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby are consummated); (c) all reasonable and documented out-of-pocket expenses incurred by the KEXIM Facility Agent and the Common Security Trustee (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the KEXIM Covered Facility Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any KEXIM Covered Facility Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the administration of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby are consummated); and (d) all reasonable and documented out-of-pocket expenses incurred by the KEXIM Covered Facility Secured Parties (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the KEXIM Covered Facility Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any KEXIM Covered Facility Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the enforcement or protection (other than in connection with assignment of KEXIM Covered Facility Loans or KEXIM Covered Facility Commitments) of their rights in connection with this Agreement and the other Financing Documents, including their rights under this Section 11.06, including in connection with any workout, restructuring or negotiations in respect of the Obligations. This provision of this Section 11.06 shall not supersede Sections 4.03 (Increased Costs) and 4.06 (Taxes). Notwithstanding the foregoing, in the event that the Common Security Trustee reasonably believes that a conflict exists in using one counsel, it may engage its own counsel.

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

11.08 Indemnification by the Borrower. (a) The Borrower hereby agrees to indemnify each KEXIM Covered Facility Secured Party and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including all reasonable fees, costs and expenses of counsel or consultants for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of:

(i) the execution or delivery of this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or the administration (other than expenses that do not constitute out-of-pocket expenses) or enforcement thereof;

(ii) any actual or alleged presence, Release or threatened Release of Hazardous Materials in violation of Environmental Laws or that could reasonably result in an Environmental Claim on or from the Project or any property owned or operated by the Borrower, or any Environmental Affiliate or any liability pursuant to an Environmental Law related in any way to the Project or the Borrower;

(iii) any actual or prospective claim (including Environmental Claims), litigation, investigation or proceeding relating to any of the foregoing, whether based on common law, contract, tort or any other theory, whether brought by a third party or by the Borrower or any of the Borrower’s members, managers or creditors, and regardless of whether any Indemnitee is a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Financing Documents is consummated, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; or

(iv) any claim, demand or liability for broker’s or finder’s or placement fees or similar commissions, whether or not payable by the Borrower, alleged to have been incurred in connection with such transactions, other than any broker’s or finder’s fees payable to Persons engaged by any KEXIM Covered Facility Secured Party or Affiliates or Related Parties thereof;

provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) shall have arisen from a dispute between or among the Indemnitees or from a claim of an Indemnitee against another Indemnitee, which in either case is not the result of an act or omission of the Borrower or any of its Affiliates.

(b) To the extent that the Borrower for any reason fails to pay any amount required under Section 11.06 (Costs and Expenses) or Section 11.08(a) above to be paid by it to any of the KEXIM Facility Agent, the Common Security Trustee, any sub-agent thereof, or any Related Party of any of the foregoing, each KEXIM Covered Facility Lender agrees to pay to the KEXIM Facility Agent, the Common Security Trustee, any such sub-agent, or such Related Party, as the case may be, such KEXIM Covered Facility Lender’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the KEXIM Facility Agent, the Common Security Trustee, or any sub-agent thereof in its capacity as such, or against any Related Party of any of the foregoing acting for the KEXIM Facility Agent, the Common Security Trustee, or any sub-agent thereof in connection with such capacity. The obligations of the KEXIM Covered Facility Lenders under this Section 11.08(b) are subject to the provisions of Section 2.03 (Borrowing of Loans). The obligations of the KEXIM Covered Facility Lenders to make payments pursuant to this Section 11.08(b) are several and not joint and shall survive the payment in full of the Obligations and the termination of this Agreement. The failure of any KEXIM Covered Facility Lender to make payments on any date required hereunder shall not relieve any other KEXIM Covered Facility Lender of its corresponding obligation to do so on such date, and no KEXIM Covered Facility Lender shall be responsible for the failure of any other KEXIM Covered Facility Lender to do so.

(c) All amounts due under this Section 11.08 shall be payable not later than ten (10) Business Days after demand therefor.

(d) The provisions of this Section 11.08 shall not supersede Sections 4.03 (Increased Costs) and 4.06 (Taxes).

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

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

11.11 Notices and Other Communications. (a) Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or, except with respect to any notice of Default or Event of Default, sent by email to the address(es), facsimile number or email address specified for the Borrower, the KEXIM Facility Agent, the Common Security Trustee or the KEXIM Covered Facility Lenders, as applicable, on Schedule 11.11.

(b) Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; and notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications shall be effective as provided in Section 11.11(c).

(c) Unless otherwise prescribed, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that, if such notice or other communication is not received during the normal business hours of the recipient, such notice or communication shall be deemed to have been received at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in Schedule 11.11 of notification that such notice or communication is available and identifying the website address therefor. Notwithstanding the above, all notices delivered by the Borrower to the KEXIM Facility Agent through electronic communications shall be followed by the delivery of a hard copy.

(d) Each of the Borrower, the KEXIM Facility Agent and the Common Security Trustee may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Any KEXIM Covered Facility Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, the KEXIM Facility Agent and the Common Security Trustee.

(e) The KEXIM Facility Agent, the Common Security Trustee and the KEXIM Covered Facility Lenders shall be entitled to rely and act upon any written notices

purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the KEXIM Facility Agent, the Common Security Trustee, the KEXIM Covered Facility Lenders and the Related Parties of each of them for all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the KEXIM Facility Agent, the Common Security Trustee and the KEXIM Covered Facility Lenders by the Borrower may be recorded by the KEXIM Facility Agent, the Common Security Trustee and the KEXIM Covered Facility Lenders, as applicable, and each of the parties hereto hereby consents to such recording.

(f) The KEXIM Facility Agent agrees that the receipt of the communications by the KEXIM Facility Agent at its e-mail addresses set forth in Schedule 11.11 shall constitute effective delivery to the KEXIM Facility Agent for purposes of the Financing Documents. Each KEXIM Covered Facility Lender agrees to notify the KEXIM Facility Agent in writing (including by electronic communication) from time to time of such KEXIM Covered Facility Lender’s e-mail address(es) to which the notices may be sent by electronic transmission and that such notices may be sent to such e-mail address(es).

(g) Notwithstanding the above, nothing herein shall prejudice the right of the KEXIM Facility Agent, the Common Security Trustee and any of the KEXIM Covered Facility Lenders to give any notice or other communication pursuant to any Financing Document in any other manner specified in such Financing Document.

(h) So long as KEB NY Financial Corp. is the KEXIM Facility Agent, the Borrower hereby agrees that it will provide to the KEXIM Facility Agent all information, documents and other materials that it is obligated to furnish to the KEXIM Facility Agent pursuant to the Financing Documents, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to any KEXIM Covered Facility Loan Borrowing, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default or (iv) is required to be delivered to satisfy any condition precedent to any KEXIM Covered Facility Loan Borrowing (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format acceptable to the KEXIM Facility Agent at the email addresses specified in Schedule 11.11. In addition, the Borrower agrees to continue to provide the Communications to the KEXIM Facility Agent in the manner specified in the Financing Documents but only to the extent requested by the KEXIM Facility Agent.

(i) So long as KEB NY Financial Corp. is the KEXIM Facility Agent, the Borrower further agrees that the KEXIM Facility Agent may make the Communications available to the KEXIM Covered Facility Lenders by posting the Communications on an internet website that may, from time to time, be notified to the KEXIM Covered Facility Lenders (or any replacement or successor thereto) or a substantially similar electronic transmission system (the “Platform”). The costs and expenses incurred by the KEXIM Facility Agent in creating and maintaining the Platform shall be paid by Borrower in accordance with Section 11.06 (Costs and Expenses).

(j) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE KEXIM FACILITY AGENT DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE KEXIM FACILITY AGENT IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE KEXIM FACILITY AGENT OR ANY AFFILIATE THEREOF OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY KEXIM COVERED FACILITY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR ANY AGENT PARTY’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

11.12 Patriot Act Notice. Each of the KEXIM Covered Facility Lenders, the KEXIM Facility Agent and the Common Security Trustee hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such KEXIM Covered Facility Lender, the KEXIM Facility Agent or the Common Security Trustee, as applicable, to identify the Borrower in accordance with the Patriot Act.

11.13 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the KEXIM Facility Agent, the Common Security Trustee or any KEXIM Covered Facility Lender, or the KEXIM Facility Agent, the Common Security Trustee or any KEXIM Covered Facility Lender (as the case may be) exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the KEXIM Facility Agent, the Common Security Trustee or such KEXIM Covered Facility Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any bankruptcy or insolvency proceeding or otherwise, then (a) to the extent of such recovery, the Obligation or part thereof originally intended to be satisfied by such payment shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each KEXIM Covered Facility Lender severally agrees to pay to the KEXIM Facility Agent or the Common Security Trustee upon demand its

applicable share (without duplication) of any amount so recovered from or repaid by the KEXIM Facility Agent or the Common Security Trustee, as the case may be, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate. The obligations of the KEXIM Covered Facility Lenders under this Section 11.13 shall survive the payment in full of the Obligations and the termination of this Agreement.

11.14 Right of Setoff. Each of the KEXIM Covered Facility Lenders and each of their respective Affiliates is hereby authorized at any time and from time to time during the continuance of an Event of Default, to the fullest extent permitted by applicable Government Rule, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such KEXIM Covered Facility Lender or any such Affiliates to or for the credit or the account of the Borrower against any and all of the Obligations of the Borrower now or hereafter existing under this Agreement or any other Financing Document to such KEXIM Covered Facility Lender, irrespective of whether or not such KEXIM Covered Facility Lender shall have made any demand under this Agreement or any other Financing Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such KEXIM Covered Facility Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each of the KEXIM Covered Facility Lender and their respective Affiliates under this Section 11.14 are in addition to other rights and remedies (including other rights of setoff) that such KEXIM Covered Facility Lenders or their respective Affiliates may have. Each of the KEXIM Covered Facility Lender agrees to notify the Borrower and the KEXIM Facility Agent promptly after any such setoff and application; provided that, the failure to give such notice shall not affect the validity of such setoff and application.

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

11.16 Survival. Notwithstanding anything in this Agreement to the contrary, Section 4.01 (LIBOR Lending Unlawful), Section 4.03 (Increased Costs), Section 4.06 (Taxes), Section 9.06 (Indemnification by the KEXIM Covered Facility Lenders), Section 11.06 (Costs and Expenses), Section 11.08 (Indemnification by the Borrower) and Section 11.13 (Payments Set Aside) shall survive any termination of this Agreement. In addition, each representation and warranty made hereunder and in any other Financing Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties shall be considered to have been relied upon by the KEXIM Covered Facility Secured Parties regardless of any investigation made by any KEXIM Covered Facility Secured Party or on their behalf and notwithstanding that the KEXIM Covered Facility Secured Parties may have had notice or knowledge of any Default

or Event of Default at the time of the KEXIM Covered Facility Loan Borrowing, and shall continue in full force and effect as of the date made or any date referred to herein as long as any KEXIM Covered Facility Loan or any other Obligation hereunder or under any other Financing Document shall remain unpaid or unsatisfied.

11.17 Treatment of Certain Information; Confidentiality. The KEXIM Facility Agent, the Common Security Trustee, and each of the KEXIM Covered Facility Lenders agree to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective shareholders, members, partners, directors, officers, employees, agents, advisors, auditors, insurers and representatives (provided that the Persons to whom such disclosure is made will be informed prior to disclosure of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested or required by any regulatory authority purporting to have jurisdiction over it or to any Federal Reserve Bank or central bank in connection with a pledge or assignment pursuant to Section 11.04(d) (Assignments); (c) to the extent required by applicable Government Rule or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or under any other Financing Document or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder (including any actual or prospective purchaser of Collateral); (f) subject to an agreement containing provisions substantially the same as those of this Section 11.17, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, or any of its rights or obligations under this Agreement, (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to obligations of the Borrower or (iii) any Person (and any of its officers, directors, employees, agents or advisors) that may enter into or support, directly or indirectly, or that may be considering entering into or supporting, directly or indirectly, either (A) contractual arrangements with the KEXIM Facility Agent, the Common Security Trustee, or such KEXIM Covered Facility Lender, or any Affiliates thereof, pursuant to which all or any portion of the risks, rights, benefits or obligations under or with respect to any KEXIM Covered Facility Loan or Financing Document is transferred to such Person or (B) an actual or proposed securitization or collateralization of, or similar transaction relating to, all or a part of any amounts payable to or for the benefit of any KEXIM Covered Facility Lender under any Financing Document (including any rating agency); (g) with the consent of the Borrower (which consent shall not unreasonably be withheld or delayed); (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 11.17 or (ii) becomes available to the KEXIM Facility Agent, the Common Security Trustee, any KEXIM Covered Facility Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower; (i) to any state, federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any KEXIM Covered Facility Lender, the Common Security Trustee or the KEXIM Facility Agent; or (j) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Borrower received by it from any KEXIM Covered Facility Lender or the KEXIM Facility Agent or Common Security Trustee, as applicable). In addition, the KEXIM Facility Agent, the Common Security Trustee, and any KEXIM Covered Facility Lender may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry,

and service providers to the KEXIM Facility Agent, the Common Security Trustee and the KEXIM Covered Facility Lenders in connection with the administration and management of this Agreement, the other Financing Documents, the KEXIM Covered Facility Commitments, and the KEXIM Covered Facility Loan Borrowings. For the purposes of this Section 11.17, “Information” means written information that is furnished by or on behalf of the Borrower, the Pledgor, the Sponsor or any of their Affiliates to the KEXIM Facility Agent, the Common Security Trustee or any KEXIM Covered Facility Lender pursuant to or in connection with any Financing Document, relating to the assets and business of the Borrower, the Pledgor, the Sponsor or any of their Affiliates, but does not include any such information that (i) is or becomes generally available to the public other than as a result of a breach by the KEXIM Facility Agent, the Common Security Trustee or such KEXIM Covered Facility Lender of its obligations hereunder, (ii) is or becomes available to the KEXIM Facility Agent, the Common Security Trustee or such KEXIM Covered Facility Lender from a source other than the Borrower, the Pledgor, the Sponsor or any of their Affiliates, as applicable, that is not, to the knowledge of the KEXIM Facility Agent, the Common Security Trustee or such KEXIM Covered Facility Lender, acting in violation of a confidentiality obligation with the Borrower, the Pledgor, the Sponsor or any of their Affiliates, as applicable or (iii) is independently compiled by the KEXIM Facility Agent, the Common Security Trustee or any KEXIM Covered Facility Lender, as evidenced by their records, without the use of the Information. Any Person required to maintain the confidentiality of Information as provided in this Section 11.17 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

11.18 Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Government Rule, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto or their Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Financing Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any KEXIM Covered Facility Loan or the use of the proceeds thereof. No party hereto or its Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Financing Documents or the transactions contemplated hereby or thereby.

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

11.20 Reinstatement. This Agreement and the obligations of the Borrower hereunder shall automatically be reinstated if and to the extent that for any reason any payment made pursuant to this Agreement is rescinded or must otherwise be restored or returned, whether as a result of any proceedings in bankruptcy or reorganization or otherwise with respect to the Borrower or any other Person or as a result of any settlement or compromise with any Person (including the Borrower) in respect of such payment, and the Borrower shall pay the KEXIM Covered Facility Secured Parties on demand all of their reasonable costs and expenses (including reasonable fees, expenses and disbursements of counsel) incurred by such parties in connection with such rescission or restoration.

11.21 No Recourse.

(a) Each KEXIM Covered Facility Secured Party that is a party hereto acknowledges and agrees that the obligations of the Loan Parties under this Agreement and the other Financing Documents, including with respect to the payment of the principal of or premium or penalty, if any, or interest on any Obligations, or any part thereof, or for any claim based thereon or otherwise in respect thereof or related thereto, are obligations solely of the Loan Parties and shall be satisfied solely from the Security and the assets of the Loan Parties and shall not constitute a debt or obligation of the Sponsor or any of its respective Affiliates (other than the Loan Parties), nor of any past, present or future officers, directors, employees, shareholders, agents, attorneys or representatives of the Loan Parties, the Sponsor and their respective Affiliates (collectively (but excluding the Loan Parties), the “Non-Recourse Parties”).

(b) Each KEXIM Covered Facility Secured Party that is party hereto acknowledges and agrees that, subject to Section 11.21(c), the Non-Recourse Parties shall not be liable for any amount payable under this Agreement or any Financing Document, and no KEXIM Covered Facility Secured Party shall seek a money judgment or deficiency or personal judgment against any Non-Recourse Party for payment or performance of any obligation of the Loan Parties under this Agreement or the other Financing Documents.

(c) The acknowledgments, agreements and waivers set out in this Section 11.21 shall survive termination of this Agreement and shall be enforceable by any Non-Recourse Party and are a material inducement for the execution of this Agreement and the other Financing Documents by the Loan Parties.

11.22 Intercreditor Agreement. Any actions, consents, approvals, authorizations or discretion taken, given, made or exercised, or not taken, given, made or exercised by the Secured Debt Holder Group Representative in accordance with the Intercreditor Agreement shall be binding on each KEXIM Covered Facility Lender. Notwithstanding anything to the contrary herein, in the case of any inconsistency between this Agreement and the Intercreditor Agreement, the Intercreditor Agreement shall govern.

11.23 Termination. This Agreement shall terminate and shall have no force and effect (except with respect to the provisions that expressly survive termination of this Agreement) if (a) the KEXIM Covered Facility True-up Advance does not occur on or prior to the first anniversary of the Closing Date (or such later date as may be agreed in writing by the KEXIM Covered Facility Lenders) (b) all Obligations have been indefeasibly paid in full and all

KEXIM Covered Facility Commitments have been terminated and the KEXIM Facility Agent shall have given the notice required by Section 2.10(a) (Termination of Obligations) of the Common Terms Agreement.

11.24 Liability of KEXIM. Neither KEXIM nor any of its respective officers, directors, employees or representatives retained by KEXIM in connection with the Financing Documents, will be liable or responsible for the use of proceeds of any Advance under this Agreement by the KEXIM Facility Agent or for any acts or omissions of any party to the Financing Documents (including, without limitation, the failure of any KEXIM Covered Facility Lender to make KEXIM Covered Facility Loans as required under this Agreement).

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

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


SABINE PASS LIQUEFACTION, LLC, as the Borrower

By:		/s/ Xxx X. Gentle
Name:		Xxx X. Gentle
Title:		Chief Financial Officer

SIGNATURE PAGE TO KEXIM COVERED FACILITY AGREEMENT

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


KEB NY FINANCIAL CORP., as the KEXIM Facility Agent
	By:	Korea Exchange Bank

	By:	/s/
		Name:
		Title:

SIGNATURE PAGE TO KEXIM COVERED FACILITY AGREEMENT

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


SOCIÉTÉ GÉNÉRALE, as the Common Security Trustee

By:		/s/
		Name:
		Title:

SIGNATURE PAGE TO KEXIM COVERED FACILITY AGREEMENT

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


INDUSTRIAL BANK OF KOREA, as a KEXIM Covered Facility Lender

By:		/s/
		Name:
		Title:

SIGNATURE PAGE TO KEXIM COVERED FACILITY AGREEMENT

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


KEB NY FINANCIAL CORP., as a KEXIM Covered Facility Lender
	By:	Korea Exchange Bank,

By:	/s/
	Name:
	Title:

SIGNATURE PAGE TO KEXIM COVERED FACILITY AGREEMENT

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


SHINHAN BANK, as a KEXIM Covered Facility Lender

By:		/s/
		Name:
		Title:

SIGNATURE PAGE TO KEXIM COVERED FACILITY AGREEMENT

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


WOORI BANK, as a KEXIM Covered Facility Lender

By:		/s/
		Name:
		Title:

SIGNATURE PAGE TO KEXIM COVERED FACILITY AGREEMENT

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


KOOKMIN BANK, as a KEXIM Covered Facility Lender

By:		/s/
		Name:
		Title:

SIGNATURE PAGE TO KEXIM COVERED FACILITY AGREEMENT

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


NONGHYUP BANK, as a KEXIM Covered Facility Lender

By:		/s/
		Name:
		Title:

SIGNATURE PAGE TO KEXIM COVERED FACILITY AGREEMENT

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


THE EXPORT-IMPORT BANK OF KOREA,

By:		/s/
		Name:
		Title:

SIGNATURE PAGE TO KEXIM COVERED FACILITY AGREEMENT

EXHIBIT A TO

KEXIM COVERED FACILITY AGREEMENT

Definitions

“Additional Advance” means, as of the date of any KEXIM Covered Facility Loan Borrowing, the amount of such KEXIM Covered Facility Loan Borrowing to the extent such amount was not already included in the Projected Balance for the Fiscal Quarter (or portion thereof) in which such Additional Advance occurs.

“Agent Parties” has the meaning provided in Section 11.11(j) (Notices and Other Communications).

“Aggregate KEXIM Covered Facility Commitment” means three hundred thirty million Dollars ($330,000,000.00), as the same may be reduced in accordance with Section 2.04 (Termination or Reduction of Commitments).

“Agreement” has the meaning provided in the Preamble.

“Amortization Schedule” means the amortization schedule set forth in Schedule 3.01(a).

“Applicable Margin” means 2.30%.

“Approved Fund” means, with respect to any Eligible Facility Lender that is a fund that invests in commercial loans, any other fund that invests in commercial loans and is managed or advised by the same investment advisor as such Eligible Facility Lender or by an Affiliate of such investment advisor.

“Availability Period” means the period commencing on the date of the KEXIM Covered Facility True-up Advance and ending on the earliest to occur of (a) the Project Completion Date and (b) the date KEXIM terminates all KEXIM Covered Facility Commitments in accordance with the Financing Documents.

“Borrower” has the meaning provided in the Preamble.

“Break Costs” means the aggregate of LIBOR breakage expenses, prepayment indemnities or other similar amounts that will become payable by the Borrower in respect of any prepayment under the KEXIM Covered Facility Agreement or any revocation of a notice of prepayment delivered under the KEXIM Covered Facility Agreement.

“Change in Law” means, other than a KEXIM Guarantee Trigger Event, (a) the adoption or introduction of any law, rule, directive, guideline, decision or regulation after the Closing Date,

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(b) any change in law, rule, directive, guideline, decision or regulation or in the interpretation or application thereof by any Government Authority charged with its interpretation or administration after the Closing Date or (c) compliance by KEXIM or by any lending office of KEXIM, if any with any written request, guideline, decision or directive (whether or not having the force of law but if not having the force of law, then being one with which the relevant party would customarily comply) of any Government Authority charged with its interpretation or administration made or issued after the Closing Date; and provided, however, that notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented.

“Closing Date” means the date on which conditions precedent in Section 6.01 (Conditions to Closing Date) have been satisfied or waived in accordance with the KEXIM Covered Facility Agreement.

“Commitment Fee” has the meaning provided in Section 3.11(a) (Fees).

“Common Terms Agreement” means that Amended and Restated Common Terms Agreement, dated on or about the date hereof, by and among the Borrower, each Secured Debt Holder Group Representative party thereto, each Secured Hedge Representative party thereto, each Secured Gas Hedge Representative party thereto, the Common Security Trustee and the Intercreditor Agent.

“Communications” has the meaning provided in Section 11.11(h) (Notices and Other Communications).

“Construction Account” has the meaning provided in the Accounts Agreement.

“Default Rate” has the meaning provided in Section 3.04 (Post-Maturity Interest Rates; Default Interest Rates).

“Defaulting Lender” means a KEXIM Covered Facility Lender which (a) has defaulted in its obligations to fund any KEXIM Covered Facility Loan or otherwise failed to comply with its obligations under Section 2.01 (KEXIM Covered Facility Loans), unless (x) such default or failure is no longer continuing or has been cured within three (3) Business Days after such default or failure or (y) such KEXIM Covered Facility Lender notifies the KEXIM Facility Agent and the Borrower in writing that such failure is the result of such KEXIM Covered

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Facility Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) has notified the Borrower and/or the KEXIM Facility Agent that it does not intend to comply with its obligations under Section 2.01 (KEXIM Covered Facility Loans) or has made a public statement to that effect or (c) has, or has a direct or indirect parent company that has, (x) become the subject of a proceeding under any Bankruptcy Code or any applicable federal, state or other statute or law relating to bankruptcy, insolvency, reorganization or other relief for debtors, or (y) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that, for the avoidance of doubt, a KEXIM Covered Facility Lender shall not be a Defaulting Lender solely by virtue of (i) the ownership or acquisition of any equity interest in that KEXIM Covered Facility Lender or any direct or indirect parent company thereof by a Government Authority or (ii) in the case of a solvent Person, the precautionary appointment of an administrator, guardian, custodian or other similar official by a Government Authority under or based on the law of the country where such Person is subject to home jurisdiction supervision if Government Rule requires that such appointment not be publicly disclosed, in any case, where such action does not result in or provide such KEXIM Covered Facility Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such KEXIM Covered Facility Lender (or such Government Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such KEXIM Covered Facility Lender.

“Eligible Assignee” means (a) any Eligible Facility Lender, (b) an Affiliate of any Eligible Facility Lender, and (c) any other Person (other than a natural person) approved by the KEXIM Facility Agent (not to be unreasonably withheld) and, unless an Event of Default shall then be continuing, with the consent of the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented unless it shall object thereto by written notice to the KEXIM Facility Agent within five (5) Business Days after having received notice of the proposed assignment; provided further that, notwithstanding the foregoing, Eligible Assignee shall not include any Defaulting Lender (as defined herein or any other Facility Agreement), Loan Party, the Sponsor, Blackstone, any Material Project Party or any Affiliate or Subsidiary of any of the foregoing.

“Eligible Facility Lender” means any of: (a) the Commercial Bank Lenders, (b) the KEXIM Covered Facility Lenders or (c) the KSURE Covered Facility Lenders.

“Eligible Transferee” means any bank or other financial institution which has a credit rating of A- or higher from S&P or A3 or higher from Xxxxx’x.

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“Excluded Taxes” means, with respect to any KEXIM Covered Facility Lender, the KEXIM Facility Agent, KEXIM or any other recipient of any payment to be made by or on account of any Obligation of the Borrower, (a) (i) income or franchise Taxes, in each case, imposed on (or measured by) its net income (however denominated) by the United States or by the jurisdiction (or any subdivision thereof) under the laws of which such Person is organized or in which its principal office is located or, in the case of KEXIM or a KEXIM Covered Facility Lender, in which its applicable lending office is located or (ii) any branch profits Taxes or any similar Taxes on retained earnings imposed by any jurisdiction described in clause (a)(i) that relates to such Person or any jurisdiction in which the Borrower is located, (b) in the case of any KEXIM Covered Facility Lender, any U.S. federal withholding Tax that is imposed on amounts payable to any KEXIM Covered Facility Lender with respect to an applicable interest in a KEXIM Covered Facility Loan pursuant to a law in effect at the time any KEXIM Covered Facility Lender becomes a party to the KEXIM Covered Facility Agreement (other than pursuant to an assignment request by the Borrower under Section 4.04 (Obligation to Mitigate)) or, in the case of a KEXIM Covered Facility Lender, changes its lending office (except to the extent that amounts with respect to such Taxes were payable either to any KEXIM Covered Facility Lender’s assignor immediately before such assignee became a party hereto or to such KEXIM Covered Facility Lender immediately before it changed its lending office), (c) Taxes attributable to KEXIM’s or any KEXIM Covered Facility Lender’s failure to comply with Section 4.06(e) (Taxes - Status of Lenders), (d) any United States federal withholding Tax imposed under FATCA and (e) Other Connection Taxes.

“FATCA” means Sections 1471 through 1474 of the Code, as in effect on the date of the KEXIM Covered Facility Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any United States Department of Treasury regulation promulgated thereunder and published administrative guidance implementing such Sections and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Effective Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published on the next succeeding Business Day by the Federal Reserve Bank of New York; provided, that (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if such rate is not so published for any day that is a Business Day, the Federal Funds Effective Rate for such day shall be the average of the quotations for such day for such transactions received by the KEXIM Facility Agent from three (3) federal funds brokers of recognized standing selected by the KEXIM Facility Agent.

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“Fees” means, collectively, each of the fees payable by the Borrower for the account of KEXIM, the KEXIM Covered Facility Lenders or the KEXIM Facility Agent pursuant to Section 3.11 (Fees).

“Front-End Fee” has the meaning provided in Section 3.11(c)(Fees).

“Government Authority” means any supra-national, federal, state or local government or political subdivision thereof or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and having jurisdiction over the Person or matters in question, other than KEXIM (to the extent of its internal policies and procedures).

“Guarantee Premium” has the meaning provided in Section 3.11(b) (Fees).

“Indemnified Taxes” means (a) Taxes imposed on or with respect to any payment made on account of any Obligation of the Borrower hereunder to the KEXIM Facility Agent, the Common Security Trustee, KEXIM or any other recipient of any payment to be made by or on account of any Obligation of the Borrower hereunder other than Excluded Taxes, and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” has the meaning provided in Section 11.08(a) (Indemnification by the Borrower).

“Information” has the meaning provided in Section 11.17 (Treatment of Certain Information; Confidentiality).

“Intercreditor Vote” means a vote with respect to any consent, waiver, approval, direction or other modification in accordance with the Intercreditor Agreement.

“Interest Payment Date” has the meaning provided in Section 3.02(a) (Interest Payment Dates).

“Interest Period” means the period beginning on the date on which a KEXIM Covered Facility Loan is made pursuant to Section 2.03(a) (Borrowing of Loans) or on the last day of the immediately preceding Interest Period therefor, as applicable, and ending on the numerically corresponding day in the calendar month that is three (3) months thereafter (or, in the case of the first Interest Period for any KEXIM Covered Facility Loan Borrowing, the number of days from such KEXIM Covered Facility Loan Borrowing until the earlier of the first March 31, June 30, September 30 or December 31 following such KEXIM Covered Facility Loan Borrowing); provided, however, that (i) if such Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall end on the next following Business Day (unless such next following Business Day is in a different calendar month, in which case such Interest Period shall end on the next preceding Business Day), (ii) any Interest Period that begins on the last Business Day of a month (or on a day for which there is no numerically corresponding day in the

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month at the end of such Interest Period) shall end on the last Business Day of the month at the end of such Interest Period, (iii) no Interest Period may end later than the Maturity Date, and (iv) any Interest Period for a Commercial Bank Loan which would otherwise end after the Maturity Date shall end on the Maturity Date.

“KEXIM” has the meaning provided in the Preamble.

“KEXIM Covered Facility Commitment” means, with respect to each KEXIM Covered Facility Lender, the commitment of such KEXIM Covered Facility Lender to make KEXIM Covered Facility Loans, as set forth opposite the name of such KEXIM Covered Facility Lender in the column entitled “ KEXIM Covered Facility Commitment” in Schedule 2.01, or if such KEXIM Covered Facility Lender has entered into one or more Lender Assignment Agreements, set forth opposite the name of such KEXIM Covered Facility Lender in the Register maintained by the KEXIM Facility Agent pursuant to Section 2.03(e) (Borrowing of Loans) as such KEXIM Covered Facility Lender’s KEXIM Covered Facility Loan Commitment, as the same may be reduced in accordance with Section 2.04 (Termination or Reduction of Commitments).

“KEXIM Covered Facility Lenders” means those commercial bank lenders identified on Schedule 2.01 and each other Person that acquires the rights and obligations of any such KEXIM Covered Facility Lender pursuant to Section 11.04 (Assignments).

“KEXIM Covered Facility Loan” has the meaning set forth in Section 2.01(a) (KEXIM Covered Facility Loans).

“KEXIM Covered Facility Loan Borrowing” means each disbursement of KEXIM Covered Facility Loans by the KEXIM Covered Facility Lenders (or the KEXIM Facility Agent on their behalf) on any single date to the Borrower in accordance with Section 2.03 (Borrowing of Loans) and Section 6.03 (Conditions to Each KEXIM Covered Facility Loan Borrowing).

“KEXIM Covered Facility Loan Commitment Percentage” means, as to any KEXIM Covered Facility Lender at any time, the percentage that such KEXIM Covered Facility Lender’s KEXIM Covered Facility Commitment then constitutes of the Aggregate KEXIM Covered Facility Commitment.

“KEXIM Covered Facility Notes” means the promissory notes of the Borrower, substantially in the form of Exhibit B evidencing KEXIM Covered Facility Loans, in each case duly executed and delivered by an Authorized Officer of the Borrower in favor of each KEXIM Covered Facility Lender, including any promissory notes issued by the Borrower in connection with assignments of any KEXIM Covered Facility Loan of the KEXIM Covered Facility Lenders, as they may be amended, restated, supplemented or otherwise modified from time to time.

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“KEXIM Covered Facility Second Advance” means the second KEXIM Covered Facility Loan Borrowing.

“KEXIM Covered Facility Secured Parties” means the KEXIM Covered Facility Lenders, KEXIM, the KEXIM Facility Agent, the Common Security Trustee and each of their respective successors and permitted assigns, in each case in connection with the KEXIM Covered Facility Agreement or the KEXIM Covered Facility Notes.

“KEXIM Covered Facility True-up Advance” means the first KEXIM Covered Facility Loan Borrowing.

“KEXIM Guarantee Payment” has the meaning provided in Section 10.01 (Guarantee).

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

“LIBOR” means, for any Interest Period for any LIBO Loan the rate per annum equal to (a) the rate determined by the KEXIM Facility Agent to be the offered rate that appears on the page of Reuters Screen LIBOR01 (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to an Interest Period that is three (3) months, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or (b) if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service is not available, the rate determined by the KEXIM Facility Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to an Interest Period that is three (3) months, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or (c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the KEXIM Facility Agent as the average rate of interest at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBO Loan being made, continued or converted and with a term equivalent to an Interest Period that is three (3) months would be offered by the KEXIM Facility Agent (or its Affiliates) to major banks in the London interbank LIBOR market at its request at approximately 4:00 p.m. (London time) two (2) Business Days prior to the first day of such Interest Period.

“Maturity Date” means the earlier of (i) the second anniversary of the Project Completion Date or (ii) the seventh anniversary of the Closing Date.

“Maximum Rate” has the meaning provided in Section 11.09 (Interest Rate Limitation).

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“Negotiation Period” has the meaning provided in Section 4.02 (Inability to Determine Interest Rates).

“Non-Consenting Lender” has the meaning provided in Section 4.04(d) (Obligation to Mitigate).

“Non-Recourse Parties” has the meaning provided in Section 11.21(a) (No Recourse).

“Non-U.S. Lender” has the meaning provided in Section 4.06(e) (Taxes - Status of Lenders).

“Obligations” means, collectively, (a) all Indebtedness, KEXIM Covered Facility Loans, advances, debts, liabilities (including any indemnification or other obligations that survive the termination of the Financing Documents (excluding any Secured Debt Instrument other than the KEXIM Covered Facility Agreement)), and all other obligations, howsoever arising (including Guarantee obligations), in each case, owed by Borrower to the KEXIM Covered Facility Secured Parties (or any of them) of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, pursuant to the terms of the Financing Documents (excluding any Secured Debt Instrument other than the KEXIM Covered Facility Agreement), (b) any and all sums reasonably advanced by KEXIM Facility Agent in order to preserve the Collateral or preserve the security interest of the KEXIM Covered Facility Secured Parties in the Collateral (including, but without duplication of Borrower’s Obligation to repay the same, amounts described in the last sentence of the definition of Operation and Maintenance Expenses) and (c) in the event of any proceeding for the collection or enforcement of the obligations described in clauses (a) and (b) above, after an Event of Default shall have occurred and be continuing and the KEXIM Covered Facility Loans have been accelerated pursuant to Section 8.03 (Acceleration Upon Bankruptcy) or Section 8.04 (Acceleration Upon Other Event of Default), the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by KEXIM of its rights under the Security Documents, together with any necessary attorneys’ fees and court costs.

“Other Connection Taxes” mean, with respect to any KEXIM Covered Facility Lender, any KEXIM Facility Agent, KEXIM or any other recipient of any payment to be made by or on account of any Obligation of the Borrower, Taxes imposed as a result of a former or present connection between such Person and the jurisdiction imposing such Tax (other than connections arising from such Person having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Financing Document, or sold or assigned an interest in any KEXIM Covered Facility Loan or Financing Document).

“Other Taxes” mean any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any

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Financing Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Financing Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 4.04 (Obligation to Mitigate)).

“Participant” has the meaning provided in Section 11.04(d) (Assignments).

“Participant Register” has the meaning provided in Section 11.04(d) (Assignments).

“Platform” has the meaning provided in Section 11.11(i) (Notices and Other Communications).

“Projected Balance” means, for any Fiscal Quarter (or portion thereof), the principal amount of the KEXIM Covered Facility Loan that the Borrower expects to be outstanding in such Fiscal Quarter (or portion thereof) as shown in Exhibit E based on the Borrower’s current expectation as of the date of Closing Date, which exhibit shall be updated and provided to the KEXIM Facility Agent by the Borrower from time to time (i) within ten (10) Business Days following the incurrence of any Replacement Debt or any prepayment of all or any portion of any KEXIM Covered Facility Loan and (ii) on the date on which any Additional Advance occurs.

“Quarterly Guarantee Premium” means, for any Fiscal Quarter (or portion thereof), (i) 1.00%, multiplied by (ii) the quotient of (A) the number of days in such Fiscal Quarter (or, (x) for purposes of the calculation of the Guarantee Premium payable on the Closing Date, the number of days from the Closing Date to the end of the Fiscal Quarter in which the Closing Date occurs, and (y) for purposes of the calculation under Section 3.11(b)(B) (Fees), the number of days from the date of the applicable Additional Advance to the end of the Fiscal Quarter in which such Additional Advance occurs), divided by (B) 360.

“Rate Determination Notice” has the meaning provided in Section 4.02 (Inability to Determine Interest Rates).

“Register” has the meaning provided in Section 2.03(e) (Borrowing of Loans).

“Required Lenders” means at any time, the KEXIM Covered Facility Lenders holding in excess of fifty percent (50.00%) of the sum of (a) the aggregate undisbursed KEXIM Covered Facility Commitments plus (b) the then aggregate outstanding principal amount of the KEXIM Covered Facility Loans (excluding in each such case any KEXIM Covered Facility Lender that is a Defaulting Lender, a Loan Party, the Sponsor, a Material Project Party or an Affiliate or Subsidiary thereof, and each KEXIM Covered Facility Commitment and any outstanding principal amount of any KEXIM Covered Facility Loan of any such KEXIM Covered Facility Lender).

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“Substitute Basis” has the meaning provided in Section 4.02 (Inability to Determine Interest Rates).

“Supermajority Lenders” means at any time, KEXIM Covered Facility Lenders holding in excess of sixty six and two-thirds percent (66.66%) of the sum of (a) the aggregate undisbursed KEXIM Covered Facility Commitments plus (b) the then aggregate outstanding principal amount of the KEXIM Covered Facility Loans (excluding in each such case any KEXIM Covered Facility Lender that is a Defaulting Lender, a Loan Party, the Sponsor, a Material Project Party or an Affiliate or Subsidiary thereof, and each KEXIM Covered Facility Commitment and any outstanding principal amount of any KEXIM Covered Facility Loan of any such KEXIM Covered Facility Lender).

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

“U.S. Tax Compliance Certificate” has the meaning provided in Section 4.06(e) (Taxes - Status of Lenders).

“United States Person” means a “United States person” as defined in Section 7701(a)(30) of the Code.

“Withholding Agent” means the Borrower and the KEXIM Facility Agent.

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KEXIM COVERED FACILITY AGREEMENT Dated as of May 28, 2013 among SABINE PASS LIQUEFACTION, LLC, as Borrower, KEB NY FINANCIAL CORP., as the KEXIM Facility Agent, SOCIÉTÉ GÉNÉRALE, as the Common Security Trustee, THE EXPORT-IMPORT BANK OF KOREA and THE...

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