SEC Filing | NextDecade Corporation

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-36842

NEXTDECADE CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						46-5723951
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)

1000 Louisiana Street, Suite 3300, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

(713) 574-1880

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common Stock, $0.0001 par value

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of July 24, 2026, the issuer had 266,185,433 shares of common stock outstanding.

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NEXTDECADE CORPORATION

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026

TABLE OF CONTENTS


			Page
Organizational Structure
Part I. Financial Information			2
Item 1. Financial Statements			2
Consolidated Balance Sheets			2
Consolidated Statements of Operations			3
Consolidated Statements of Changes in Equity			4
Consolidated Statements of Cash Flows			5
Notes to Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			15
Item 3. Quantitative and Qualitative Disclosures About Market Risk			22
Item 4. Controls and Procedures			22
Part II. Other Information			22
Item 1. Legal Proceedings			22
Item 1A. Risk Factors			22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			23
Item 3. Defaults Upon Senior Securities			23
Item 4. Mine Safety Disclosures			23
Item 5. Other Information			23
Item 6. Exhibits			23
Signatures			25

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Organizational Structure

The following diagram depicts our abbreviated organizational structure as of June 30, 2026, with references to the names of certain entities discussed in this Quarterly Report on Form 10-Q. Entities displayed in the structure below, other than the Joint Ventures (defined below), are wholly owned by their parent.

https://cdn.kscope.io/c401d8dee78f8b3d0cc0c6a45516b19e-Org chart.jpg

Unless the context requires otherwise, references to (i) “NextDecade,” the “Company,” “we,” “us,” and “our” refer to NextDecade Corporation (NASDAQ: NEXT) and its consolidated subsidiaries, including Phase 1 LLC, Train 4 LLC, and Train 5 LLC, (ii) references to the “Rio Grande Project Entities” refer to one or more of Phase 1 LLC, Train 4 LLC, and Train 5 LLC, (iii) references to the “Joint Venture(s)” refer to one or more of Phase 1 Holdings, Train 4 Holdings, and Train 5 Holdings, (iv) references to the “NextDecade Group” refer to NextDecade Corporation and its consolidated subsidiaries other than the Joint Ventures and the Rio Grande Project Entities and (v) references to the “ND Finance Subsidiaries” refer collectively to Super Holdings, Super FinCo, and FinCo.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

NextDecade Corporation

Consolidated Balance Sheets (1)

(in thousands, except share and par value data; unaudited)


	June 30, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	83,678	$	143,782
Restricted cash	415,891		563,306
Derivatives	12,103		—
Prepaid expenses and other current assets	120,234		10,961
Total current assets	631,906		718,049
Property, plant and equipment, net	13,514,226		10,568,311
Operating lease right-of-use assets	136,793		162,493
Deferred financing fees	376,088		423,076
Derivatives	479,177		532,245
Other non-current assets	67,031		21,654
Total assets	$	15,205,221	$	12,425,828

Liabilities and Equity
Current liabilities:
Accounts payable	$	327,168	$	443,947
Operating leases	1,633		3,883
Accrued and other current liabilities	1,363,705		888,200
Total current liabilities	1,692,506		1,336,030
Debt, net	10,416,607		8,510,925
Operating leases	118,932		142,266
Derivatives	160,574		135,520
Total liabilities	12,388,619		10,124,741

Commitments and contingencies (Note 9)

Equity:
Common stock, $0.0001 par value, 480.0 million authorized: 265.1 million and 264.8 million outstanding, respectively	27		26
Treasury stock: 4.9 million and 4.9 million, respectively, at cost	(37,880)		(37,862)
Preferred stock, $0.0001 par value, 0.5 million authorized after designation of the convertible preferred stock: none outstanding	—		—
Additional paid-in-capital	942,362		893,131
Accumulated deficit	(961,789)		(759,957)
Total stockholders’ equity	(57,280)		95,338
Non-controlling interests	2,873,882		2,205,749
Total equity	2,816,602		2,301,087
Total liabilities and equity	$	15,205,221	$	12,425,828

(1) Amounts presented include balances held by our consolidated variable interest entities, Phase 1 Holdings, Train 4 Holdings, and Train 5 Holdings, as further discussed in Note 7 — Variable Interest Entities.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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NextDecade Corporation

Consolidated Statements of Operations

(in thousands, except per share data; unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenues	$	—	$	—	$	—	$	—
Operating expenses:
Operating and maintenance expense	13,527		17,752		33,543		33,645
General and administrative expense	30,298		36,875		62,876		68,460
Development expense	2,850		1,248		4,993		1,555
Depreciation and amortization expense	7,897		393		8,275		1,006
Other	—		—		—		3,518
Total operating expenses	54,572		56,268		109,687		108,184
Total operating loss	(54,572)		(56,268)		(109,687)		(108,184)
Other income (expense):
Derivative gain (loss), net	116,075		25,157		53,965		(143,543)
Interest expense	(90,777)		(31,634)		(170,024)		(58,839)
Loss on debt extinguishment	(32,451)		(9,160)		(32,451)		(9,160)
Other income (expense), net	1,542		1,273		2,974		3,866
Total other income (expense)	(5,611)		(14,364)		(145,536)		(207,676)
Loss before income taxes	(60,183)		(70,632)		(255,223)		(315,860)
Income tax expense	—		—		—		—
Net loss	(60,183)		(70,632)		(255,223)		(315,860)
Less: net income (loss) attributable to non-controlling interests	5,243		(9,765)		(53,391)		(166,188)
Net loss attributable to common stockholders	$	(65,426)	$	(60,867)	$	(201,832)	$	(149,672)

Loss per common share — basic	$	(0.25)	$	(0.23)	$	(0.76)	$	(0.57)
Loss per common share — diluted	$	(0.25)	$	(0.23)	$	(0.76)	$	(0.57)

Weighted average shares outstanding — basic	265,043		260,877		264,976		260,646
Weighted average shares outstanding — diluted	265,387		260,877		264,976		260,646

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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NextDecade Corporation

Consolidated Statements of Changes in Equity

(in thousands; unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Total equity, beginning balances	$	2,360,144	$	1,723,538	$	2,301,087	$	1,744,386

Common stock:
Beginning balances	27		26		26		26
Share-based compensation	—		—		1		—
Ending balances	27		26		27		26

Treasury stock:
Beginning balances	(37,880)		(20,965)		(37,862)		(20,916)
Shares repurchased related to share-based compensation	—		(42)		(18)		(91)
Ending balances	(37,880)		(21,007)		(37,880)		(21,007)

Additional paid-in-capital:
Beginning balances	903,508		865,745		893,131		852,054
Share-based compensation	5,348		7,232		10,796		13,834
Receipt of equity commitments	33,506		3,918		38,435		8,180
Exercise of common stock warrants	—		—		—		2,827
Warrants issued in connection with Debt	—		7,761		—		7,761
Ending balances	942,362		884,656		942,362		884,656

Accumulated deficit:
Beginning balances	(896,363)		(542,328)		(759,957)		(453,523)
Net loss	(65,426)		(60,867)		(201,832)		(149,672)
Ending balances	(961,789)		(603,195)		(961,789)		(603,195)

Total stockholders’ equity	(57,280)		260,480		(57,280)		260,480

Non-controlling interests:
Beginning balances	2,390,852		1,421,060		2,205,749		1,366,745
Receipt of equity commitments	477,787		193,749		721,524		404,487
Net income (loss)	5,243		(9,765)		(53,391)		(166,188)
Ending balances	2,873,882		1,605,044		2,873,882		1,605,044

Total equity, ending balances	$	2,816,602	$	1,865,524	$	2,816,602	$	1,865,524

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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NextDecade Corporation

Consolidated Statements of Cash Flows

(in thousands; unaudited)


	Six Months Ended June 30,
	2026		2025
Operating activities:
Net loss	$	(255,223)	$	(315,860)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	8,275		1,006
Share-based compensation expense	10,797		13,834
Derivative (gain) loss, net	(53,965)		143,543
Derivative settlements	4,197		9,315
Reduction of right-of-use assets	1,620		5,159
Loss on debt extinguishment	32,451		9,160
Amortization of debt issuance costs	58,261		33,911
Interest elected to be paid-in-kind	58,041		11,501
Other	152		3,315
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	2,543		(1,050)
Accounts payable	857		2,881
Operating lease liabilities	(1,657)		(3,764)
Accrued expenses and other liabilities	5,635		14,327
Net cash used in operating activities	(128,016)		(72,722)
Investing activities:
Acquisition of property, plant and equipment	(2,157,350)		(1,501,590)
Acquisition of other non-current assets	(46,043)		(29,748)
Net cash used in investing activities	(2,203,393)		(1,531,338)
Financing activities:
Proceeds from debt issuance	2,404,000		1,288,000
Repayments of debt	(990,000)		—
Receipt of equity commitments	759,959		412,667
Debt issuance costs	(44,654)		(32,239)
Finance lease payments	(5,397)		—
Shares repurchased related to share-based compensation	(18)		(91)
Net cash provided by financing activities	2,123,890		1,668,337
Net (decrease) increase in cash, cash equivalents and restricted cash	(207,519)		64,277
Cash, cash equivalents and restricted cash – beginning of period	707,088		392,762
Cash, cash equivalents and restricted cash – end of period	$	499,569	$	457,039

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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NextDecade Corporation

Notes to Consolidated Financial Statements

(unaudited)

Note 1 — Background and Basis of Presentation

NextDecade Corporation, a Delaware corporation, is a Houston-based energy company primarily engaged in construction and development activities related to the liquefaction of natural gas and sale of LNG. We are constructing and developing a natural gas liquefaction and export facility located in the Rio Grande Valley near Brownsville, Texas (the “Rio Grande LNG Facility”). Construction of Trains 1–3 (“Phase 1”) by Phase 1 LLC, Train 4 by Train 4 LLC, and Train 5 by Train 5 LLC commenced in July 2023, September 2025, and October 2025, respectively. We are also developing and advancing the permitting process for expansion Trains 6 through 8 at the Rio Grande LNG Facility.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025. In our opinion, all adjustments which are necessary to a fair presentation of the unaudited consolidated financial statements have been included, and all such adjustments are of a normal recurring nature. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the operating results for the full year.

Certain reclassifications have been made to prior period amounts to conform to the current presentation. The Company began presenting operating and maintenance expense, which primarily consists of costs associated with the Rio Grande LNG Facility and pre-operational readiness activities, as a separate line item on its Consolidated Statements of Operations. These reclassifications did not have a material effect on the Company’s financial position, results of operations, or cash flows.

Note 2 — Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):


	June 30, 2026		December 31, 2025
Fixed assets and other assets:
Rio Grande LNG Facility under construction	$	13,075,552	$	10,563,032
Corporate and other	8,236		8,163
Accumulated depreciation	(3,641)		(2,884)
Total fixed assets and other assets, net	13,080,147		10,568,311
Finance lease right-of-use assets	434,079		—
Total property, plant and equipment, net	$	13,514,226	$	10,568,311

Note 3 — Leases

The Company leases various assets, including the site for the Rio Grande LNG Facility, office space, and LNG vessels under time charter agreements. The Rio Grande LNG Facility site lease includes renewal options that are reasonably certain of exercise and are included in the lease term and recognized as part of our right of use assets and lease liabilities. The Company also subleases certain of our vessels under charter to third-parties from time to time. For LNG vessels, the Company has elected to combine the lease component and its associated non-lease component and account for them as a single lease component.

Additional vessel charters are expected to commence in the second half of 2026 upon delivery of the related vessels.

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The following table shows the classification and location of our right-of-use assets and lease liabilities on our Consolidated Balance Sheets (in thousands):


	Consolidated Balance Sheets Location	June 30, 2026		December 31, 2025
Right-of-use assets - operating	Operating lease right-of-use assets	$	136,793	$	162,493
Right-of-use assets - financing	Property, plant and equipment, net	434,079		—
Total right-of-use assets		$	570,872	$	162,493

Current operating lease liabilities	Operating leases - current liabilities	$	1,633	$	3,883
Current finance lease liabilities	Accrued and other current liabilities	33,409		—
Non-current operating lease liabilities	Operating leases - non-current liabilities	118,932		142,266
Non-current finance lease liabilities	Debt, net	396,707		—
Total lease liabilities		$	550,681	$	146,149

Total lease costs consisted of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Operating lease cost	$	2,720	$	2,579	$	5,317	$	5,114
Finance lease cost:
Amortization of right-of-use assets	7,352		—		7,352		—
Interest on lease liabilities	5,073		—		5,073		—
Total finance lease cost	12,425		—		12,425		—


Sublease income	(4,069)		—		(4,069)		—
Total lease cost	$	11,076	$	2,579	$	13,673	$	5,114

Maturities of operating and finance lease liabilities as of June 30, 2026 are as follows (in thousands, except lease term and discount rate):


	Operating Leases		Finance Leases
2026 (remaining)	$	4,928	$	31,576
2027	10,359		62,638
2028	10,403		42,308
2029	10,146		35,624
2030	10,191		35,624
Thereafter	319,587		578,475
Total undiscounted lease payments	365,614		786,245
Discount to present value	(245,049)		(356,129)
Present value of lease liabilities	$	120,565	$	430,116

Weighted average remaining lease term — years	41.2		18.9
Weighted average discount rate — percent	7.0		7.1

Other information related to our leases is as follows (in thousands):


	Six Months Ended June 30,
	2026		2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5,365	$	3,824
Operating cash flows from finance leases	5,073		—
Financing cash flows from finance leases	5,397		—
Noncash right-of-use assets and lease liabilities recorded for new and modified operating leases	(23,927)		—
Noncash right-of-use assets and lease liabilities recorded for new finance leases	435,513		—

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Note 4 — Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following (in thousands):


	June 30, 2026		December 31, 2025
Rio Grande LNG Facility	$	1,205,412	$	769,137
Accrued interest	84,604		73,945
Employee compensation	10,599		19,740
Other accrued liabilities	63,090		25,378
Total accrued and other current liabilities	$	1,363,705	$	888,200

Note 5 — Debt

Debt, net consisted of the following (in thousands):


	June 30, 2026		December 31, 2025
Phase 1 LLC Debt:
6.67% Senior Secured Notes due 2033	$	700,000	$	700,000
6.85% Senior Secured Notes due 2047	190,000		190,000
6.58% Senior Secured Notes due 2047	1,115,000		1,115,000
6.72% Senior Secured Loans due 2033	356,000		356,000
7.11% Senior Secured Loans due 2047	251,000		251,000
CD Credit Agreement	3,819,000		3,708,000
TCF Credit Agreement	496,000		485,000
Total Phase 1 LLC Debt	6,927,000		6,805,000
Phase 1 HoldCo Borrower Debt:
7.05% Phase 1 HoldCo Borrower Term Loan due 2033	1,000,000		—
Train 4 LLC Debt:
Train 4 LLC Credit Agreement	549,000		357,000
Train 5 LLC Debt:
6.56% Senior Secured Notes due 2050	250,000		150,000

13.00% Super FinCo Term Loan due 2031	1,295,196		1,214,517
8.00% A&R Corporate Credit Agreement due 2030 - Series A	100,000		100,000
13.50% A&R Corporate Credit Agreement due 2030 - Series B	214,715		200,851
Total debt	10,335,911		8,827,368
Unamortized debt issuance costs	(316,011)		(316,443)
Finance leases	396,707		—
Debt, net	$	10,416,607	$	8,510,925

Phase 1 LLC Debt

Senior Secured Notes and Senior Secured Loans

The 6.67% Senior Secured Notes, 6.85% Senior Secured Notes, and 6.58% Senior Secured Notes (collectively, the “Phase 1 Senior Secured Notes”) and the 6.72% Senior Secured Loans and 7.11% Senior Secured Loans (collectively, the “Phase 1 Senior Secured Loans”) are senior secured obligations of Phase 1 LLC. Principal on the 6.85% Senior Secured Notes, 6.58% Senior Secured Notes, and the 7.11% Senior Secured Loans amortizes beginning in 2029 with final maturities in 2047.

The Phase 1 Senior Secured Notes and Phase 1 Senior Secured Loans rank pari passu with the CD Credit Agreement and the TCF Credit Agreement and are secured on a first-priority basis by a security interest in all of the membership interests in Phase 1 LLC and substantially all of Phase 1 LLC’s assets.

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Phase 1 LLC’s Credit Agreements

The total commitments under the CD Credit Agreement and TCF Credit Agreement (together, the “Phase 1 LLC Committed Credit Facilities”) are $7.5 billion and $0.7 billion, respectively.

The CD Credit Agreement includes an additional $250.0 million commitment (the “CD Senior Working Capital Facility”) that can be used to draw revolving loans or issue letters of credit. As of June 30, 2026, no amounts have been drawn and approximately $141.1 million of letters of credit have been issued.

The Phase 1 LLC Committed Credit Facilities are senior secured facilities that amortize quarterly beginning on or after 90 days following the completion of certain conditions including commencement of our long-term LNG Sale and Purchase Agreements (“SPAs”) for Train 3. The facilities have a final maturity in July 2030, bear interest at SOFR plus 2.25%, and accrue commitment fees of 0.68% on undrawn amounts.

Phase 1 LLC’s obligations under the Phase 1 LLC committed facilities rank pari passu with each of the Phase 1 LLC committed credit facilities, the Phase 1 Senior Secured Notes, and the Phase 1 Senior Secured Loans, and are secured by the same collateral package as the Phase 1 Senior Secured Notes and Phase 1 Senior Secured Loans.

In June 2026, Phase 1 LLC repaid approximately $904.0 million and $86.0 million of the amounts outstanding under the CD Credit Agreement and TCF Credit Agreement, respectively, resulting in a loss on debt extinguishment of approximately $32.5 million recorded during the three and six months ended June 30, 2026.

Phase 1 HoldCo Borrower Term Loan

In June 2026, Phase 1 HoldCo Borrower entered into a credit agreement (the “Phase 1 HoldCo Borrower Term Loan”) providing for a term loan in an amount of $1.0 billion to (i) make an equity contribution to Phase 1 LLC, which Phase 1 LLC used to reduce outstanding borrowings under its credit facilities, (ii) pay certain fees and expenses associated with the Phase 1 HoldCo Borrower Term Loan and (iii) pay general and administrative expenses of Phase 1 HoldCo Borrower.

The Phase 1 HoldCo Borrower Term Loan matures on June 17, 2033. Interest is payable semi-annually in cash or paid-in-kind (“PIK”) at Phase 1 HoldCo Borrower’s election until the first interest payment date after June 2029 and in cash thereafter. The Phase 1 HoldCo Borrower Term Loan is secured by pledges of the equity interests in the Phase 1 HoldCo Borrower by its holding company and by a first-priority security interest in substantially all personal property of Phase 1 HoldCo Borrower, including its membership interests in Phase 1 LLC.

Train 4 LLC and Train 5 LLC Credit Agreements

In September 2025 and October 2025, Train 4 LLC and Train 5 LLC, respectively, entered into separate credit facilities of up to approximately $3.8 billion and $3.6 billion, respectively, to fund a portion of their respective project costs, related fees and expenses. Obligations under the credit agreements are secured on a first-priority basis by substantially all of the assets of Train 4 LLC and Train 5 LLC, respectively, as well as a pledge of the membership interest in the respective entities.

Borrowings on both credit facilities bear interest at SOFR plus 2.00% (or base rate plus 1.00%), with rating-based step-downs to SOFR + 1.875% / base + 0.875% upon “Baa2/BBB” and to SOFR + 1.75% / base + 0.75% upon “Baa1/BBB+.” Undrawn amounts accrue commitment fees at 30% of the applicable margin for SOFR loans. The Train 4 LLC and Train 5 LLC facilities amortize quarterly beginning on or after 90 days following the completion of certain conditions, including commencement of the SPAs for the respective trains, and mature in September 2032 and October 2032, respectively.

As of June 30, 2026, $549.0 million had been drawn under the Train 4 LLC Credit Agreement and no amounts had been drawn under the Train 5 LLC Credit Agreement.

Train 5 LLC Senior Secured Notes

In October 2025, Train 5 LLC entered into a Note Purchase Agreement to issue $500.0 million of 6.56% Senior Secured Notes (the “Train 5 Senior Secured Notes”) due in 2050. In December 2025, the Company issued the first installment of $150.0 million of the Train 5 Senior Secured Notes at par, with the second installment of $100.0 million issued in April 2026. The remaining Train 5 Senior Secured Notes will be issued at par in installments through October 2026. Principal amortizes beginning in September 2031 with a final maturity in September 2050.

The Train 5 Senior Secured Notes are senior secured obligations of Train 5 LLC, ranking senior in right of payment to any and all of Train 5 LLC’s future indebtedness that is subordinated to the Train 5 Senior Secured Notes, and equal in right of payment with Train 5 LLC’s other existing and future indebtedness that is senior and secured by the same collateral securing the Train 5 Senior Secured Notes. The Train 5 Senior Secured Notes rank pari passu with the Train 5 LLC Credit Agreement and are secured on a first-priority basis by a security interest in the same collateral package.

FinCo Credit Agreement

In September 2025, FinCo entered into a credit agreement (the “FinCo Credit Agreement”) providing a loan and letter of credit facility of up to approximately $0.7 billion, including an approximate $0.6 billion letter of credit sublimit, to fund a portion of the Company’s equity contributions to Train 4 LLC and to finance interest during Train 4 construction and related fees and expenses. In October 2025, the FinCo Credit Agreement was amended to increase the loan to approximately $1.5 billion and to increase the letter of

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credit sublimit to approximately $1.2 billion to fund the same costs associated with both Train 4 and Train 5. Availability commenced on October 30, 2025.

Borrowings bear interest at SOFR plus 3.50% or base rate plus 2.50%, and undrawn commitment amounts are subject to commitment fees of 1.05%. The facility matures in October 2030, with a one-year extension option exercisable within the 90-day period preceding such anniversary. The facility is secured by pledges of FinCo equity and first-priority liens on substantially all FinCo assets, including equity interests in Phase 1 LLC, Train 4 LLC, and Train 5 LLC.

As of June 30, 2026, no amounts had been drawn and $1.2 billion of letters of credit were issued under the FinCo Credit Agreement.

Super FinCo Term Loan

In September 2025, Super FinCo entered into a credit agreement (the “Super FinCo Term Loan”) providing a senior term loan of $0.6 billion to fund a portion of the Company’s equity contributions to Train 4 LLC and to finance interest during Train 4 construction, pay fees and expenses associated with the Super FinCo and FinCo credit agreements and related facilities, and fund other costs of Super FinCo. In October 2025, the Super FinCo Term Loan was amended to increase the principal amount to $1.2 billion to fund the same costs associated with both Train 4 and Train 5.

The Super FinCo Term Loan matures on the earlier of September 2033 or the 85th day prior to the maturity of the FinCo Credit Agreement (as extended or refinanced). Interest is payable quarterly with an option to elect PIK interest in full through the first anniversary of Train 4 completion and up to 50% thereafter. The Super FinCo Term Loan is secured by pledges of the equity interests in the Super FinCo borrowers by their holding companies and by a first-priority security interest in substantially all personal property of Super FinCo, including membership interests in FinCo.

Corporate Credit Agreement

In November 2025, Super Holdings, a wholly owned subsidiary of the Company, amended its Corporate Credit Agreement (the “A&R Corporate Credit Agreement”). The A&R Corporate Credit Agreement defines two distinct tranches of indebtedness:

•Series A Loans: Consists of $100.0 million in aggregate principal that matures on November 17, 2030 and bears interest at 8.0% per annum that is payable quarterly, in cash or PIK, at Super Holding’s election. These loans include a make-whole premium if prepaid prior to November 17, 2028.

◦Exchange Option: The Series A Loans, including any PIK interest, are exchangeable into shares of common stock of the Company at the election of the lenders at an exchange price of $9.50 per share (the “Series A Exchange Option”). This option is available from the 180th day after November 17, 2025 through maturity. The Series A Exchange Option is accounted for as a derivative liability (see Note 6 — Derivatives).

•Series B Loans: Consists of the remaining principal that matures on October 16, 2030 and bears interest at 13.5% per annum. Prior to March 31, 2027, Super Holdings may elect to pay up to 100% of interest in cash or in kind and is required to pay 50% of interest in kind and 50% of interest in cash thereafter. These loans include a make-whole premium if prepaid prior to June 30, 2028, and a declining prepayment penalty structure thereafter.

Obligations under the A&R Corporate Credit Agreement are secured on a first-priority basis by all of the equity interest in Super Holdings and its direct subsidiaries.

Debt Covenants and Compliance

Each of the Company’s debt instruments contain customary negative covenants that, among other things, limit the ability of the borrower and its subsidiaries to incur additional indebtedness, create liens, make restricted payments (including dividends), make certain investments, and sell all or substantially all assets.

Certain of the Company’s credit agreements also include covenants that, among other things, require the borrower and its subsidiaries to maintain a specified minimum historical debt service coverage ratio as of a specified date in the respective agreement, and covenants that restrict the net assets of the respective subsidiaries from being distributed to NextDecade, unless certain conditions are met.

As of June 30, 2026, the Company was in compliance with all covenants related to its respective debt agreements.

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Interest Expense

Interest expense consisted of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Interest on debt obligations	$	180,121	$	84,404	$	346,773	$	157,509
Amortization of debt issuance costs	30,379		16,995		59,921		33,911
Interest on finance lease liabilities	5,073		—		5,073		—
Other interest and financing costs	11,407		410		22,477		1,195
Total interest cost incurred	226,980		101,809		434,244		192,615
Capitalized interest	(136,203)		(70,175)		(264,220)		(133,776)
Interest expense	$	90,777	$	31,634	$	170,024	$	58,839

Fair Value Disclosures

The following table shows the carrying amount and estimated fair value of our debt (in thousands):


	June 30, 2026				December 31, 2025
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Phase 1 Senior Secured Notes	$	2,005,000	$	2,044,786	$	2,005,000	$	2,077,080
Phase 1 Senior Secured Loans	607,000		632,581		607,000		643,504
Train 5 Senior Secured Notes	250,000		243,177		150,000		148,470
Super FinCo Term Loan	1,295,196		1,206,366		1,214,517		1,144,196
A&R Corporate Credit Agreement - Series A	100,000		91,954		100,000		77,416
A&R Corporate Credit Agreement - Series B	214,715		178,693		200,851		165,518

The fair value of the debt included in the table above was calculated using a lattice model and is classified as Level 2 in the fair value hierarchy.

The fair values of the CD Credit Agreement, TCF Credit Agreement, and Train 4 LLC Credit Agreement approximate their respective carrying amounts because their variable interest rates align to market interest rates. The fair value of the Phase 1 HoldCo Borrower Term Loan approximates its carrying amount because of the close proximity of the issuance of the debt to June 30, 2026.

Note 6 — Derivatives

To manage interest rate volatility, the Company has entered into interest rate swap agreements (the “Swaps”) to hedge a portion of the floating-rate interest payments associated with the credit agreements described in Note 5 — Debt. These include Swaps entered into by Phase 1 LLC in July 2023 and by Train 4 LLC, Train 5 LLC, and FinCo in the second half of 2025 for their respective debt obligations.

In June 2026, the Company reduced the notional amount of certain of the Phase 1 Swaps, resulting in an approximate $109.2 million receivable due to us based on the fair value of the notional reduction as of the transaction date less transaction costs of approximately $2.6 million. This receivable is classified within Prepaid expenses and other current assets within our Consolidated Balance Sheet. See Note 11 — Subsequent Events for additional information about the receivable.

As of June 30, 2026, the Company had the following Swaps outstanding (in thousands):


	Initial Notional Amount		Maximum Notional Amount		Maturity (1)	Weighted Average Fixed Interest Rate Paid		Variable Interest Rate Received
Phase 1 Swaps	$	123,000	$	6,194,213	2048	3.4	%	USD - SOFR
Train 4 Swaps	186,900		3,230,000		2050	4.3	%	USD - SOFR
Train 5 Swaps	17,709		3,050,650		2051	4.2	%	USD - SOFR
FinCo Swaps	7,852		1,389,854		2035	4.0	%	USD - SOFR

(1) Phase 1, Train 4, Train 5, and FinCo Swaps, have early mandatory termination dates in July 2030, September 2032, October 2032, and October 2031, respectively.

The Swaps are measured at fair value each reporting period using an income approach (Level 2) based on observable market inputs, including SOFR forward curves. Changes in fair value are recorded within our Consolidated Statement of Operations.

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Series A Exchange Option

The Series A Exchange Option (see Note 5 — Debt) is measured at fair value each reporting period using a lattice model (Level 2), and changes in fair value are recorded within our Consolidated Statement of Operations.

Warrants

The Company issued approximately 9.2 million warrants (the “Warrants”) in connection with the A&R Corporate Credit Agreement that consist of approximately 3.6 million warrants with an exercise price of $7.15 per share and approximately 5.6 million warrants with an exercise price of $9.30 per share. Approximately 7.2 million of the Warrants mature in 2031 and the approximately 2.0 million remaining warrants mature in 2032. The Warrants may be exercised by the holder solely on a cashless exercise basis at any time prior to their expiration.

Subject to certain liquidity conditions, the Company may cause the cash exercise of approximately 3.6 million of these warrants if the 30-day volume weighted average price of the Company’s common stock and the closing price of the Company’s common stock immediately prior to the date of exercise equals or exceeds $13.50 per share or $15.00 per share during specified periods in 2026 and 2027, respectively.

The Warrants are accounted for as derivative liabilities and are remeasured each period using either a Black-Scholes model or Monte Carlo, depending on the terms of the instrument (Level 2). Changes in fair value are recorded within our Consolidated Statement of Operations.

Consolidated Balance Sheet and Statement of Operations presentation

The fair value of the Company’s derivative instruments was recorded in the Consolidated Balance Sheets as follows (in thousands):


	June 30, 2026
	Swaps		Series A Exchange Option		Warrants		Total
Derivatives - current assets	$	12,103	$	—	$	—	$	12,103
Derivatives - noncurrent assets	479,177		—		—		479,177
Accrued and other current liabilities	2,451		—		—		2,451
Derivatives - noncurrent liabilities	88,619		28,037		43,918		160,574


	December 31, 2025
	Swaps		Series A Exchange Option		Warrants		Total
Derivatives - noncurrent assets	$	532,245	$	—	$	—	$	532,245
Accrued and other current liabilities	6,422		—		—		6,422
Derivatives - noncurrent liabilities	85,888		15,720		33,912		135,520

The gains (losses) on the Company’s derivative instruments as presented in the Consolidated Statements of Operations are as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Swaps	$	111,899	$	25,897	$	76,288	$	(141,612)
Series A Exchange Option	949		—		(12,317)		—
Warrants	3,227		—		(10,006)		—
Other	—		(740)		—		(1,931)
Derivative gain (loss), net	$	116,075	$	25,157	$	53,965	$	(143,543)

Note 7 — Variable Interest Entities

Phase 1 Holdings, Train 4 Holdings, Train 5 Holdings, and their wholly owned subsidiaries were established to construct and operate Phase 1, Train 4, and Train 5 of the Rio Grande LNG Facility, respectively. The Company is not obligated to fund their losses.

The equity investors at risk, as a group, lack the characteristics of a controlling financial interest. Additionally, through agreements with NextDecade LLC, the Company holds decision-making rights over construction and key operational aspects of Phase 1 LLC, Train 4 LLC, and Train 5 LLC, which agreements can only be terminated by equity holders for cause. Based on these factors, the

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Company holds a variable interest in Phase 1 Holdings, Train 4 Holdings, and Train 5 Holdings, and is their primary beneficiary, resulting in the consolidation of these entities in these Consolidated Financial Statements.

The following table presents the summarized combined assets and liabilities (in thousands) of Phase 1 Holdings, Train 4 Holdings, and Train 5 Holdings, which are included in the Company’s Consolidated Balance Sheets. The assets in the table below may only be used to settle the obligations of Phase 1 Holdings, Train 4 Holdings, and Train 5 Holdings, respectively. In addition, there is no recourse to NextDecade for the consolidated VIE’s liabilities. The assets and liabilities in the table below include only the assets and liabilities of Phase 1 Holdings, Train 4 Holdings, Train 5 Holdings, and their respective subsidiaries and exclude intercompany balances between Phase 1 Holdings, Train 4 Holdings, and Train 5 Holdings and NextDecade, which are eliminated in the Consolidated Financial Statements of NextDecade.


	June 30, 2026		December 31, 2025
Assets
Current assets:
Restricted cash	$	360,356	$	486,221
Derivatives	12,102		—
Prepaid expenses and other current assets	115,851		7,219
Total current assets	488,309		493,440
Property, plant and equipment, net	13,431,598		10,563,022
Operating lease right-of-use assets	122,895		150,210
Deferred financing fees	324,517		367,022
Derivatives	478,104		532,245
Other non-current assets	52,872		21,496
Total assets	$	14,898,295	$	12,127,435

Liabilities
Current liabilities:
Accounts payable	$	323,047	$	438,498
Operating leases	305		2,747
Accrued and other current liabilities	1,311,348		829,340
Total current liabilities	1,634,700		1,270,585
Debt, net	7,944,903		7,135,483
Operating leases	102,097		126,506
Derivatives	85,664		84,606
Total liabilities	$	9,767,364	$	8,617,180

Related Party Transactions

TotalEnergies SE and its subsidiaries (together, “TotalEnergies”) are related parties under Accounting Standards Codification 850, Related Party Disclosures, due to TotalEnergies’s ownership of more than 10% of the Company’s common stock. The Company entered into commercial and financing arrangements with TotalEnergies as part of the final investment decisions for Phase 1 and Train 4, including long-term LNG sale and purchase agreements for Phase 1 and Train 4 and equity commitments to Phase 1 Holdings and Train 4 Holdings. TotalEnergies also provides contingent credit support for the TCF Credit Agreement.

For the three and six months ended June 30, 2026, TotalEnergies contributed approximately $329.1 million and $377.5 million under its equity commitments to Phase 1 Holdings, respectively.

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Note 8 — Loss Per Share

The computation of basic and diluted loss per share is as follows (in thousands, except per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Net loss attributable to common stockholders — basic	$	(65,426)	$	(60,867)	$	(201,832)	$	(149,672)
Warrants — change in fair value	(277)		—		—		—
Net loss attributable to common stockholders — diluted	$	(65,703)	$	(60,867)	$	(201,832)	$	(149,672)

Weighted average shares outstanding — basic	265,043		260,877		264,976		260,646
Warrants — incremental shares	344		—		—		—
Weighted average shares outstanding — diluted	265,387		260,877		264,976		260,646

Loss per common share — basic	$	(0.25)	$	(0.23)	$	(0.76)	$	(0.57)
Loss per common share — diluted	$	(0.25)	$	(0.23)	$	(0.76)	$	(0.57)

Potentially dilutive shares related to unvested restricted stock and restricted stock units, outstanding stock options, and the Series A Exchange Option were excluded from the calculation of diluted loss per share for all periods presented because their effect would have been antidilutive. Potentially dilutive shares related to the Warrants were included from the calculation of diluted loss per share for the three months ended June 30, 2026, and excluded from the remaining periods presented because their effect would have been antidilutive. See Note 5 — Debt and Note 6 — Derivatives for additional information about the Series A Exchange Option and the Warrants, respectively.

Note 9 — Commitments and Contingencies

Legal Proceedings

From time to time the Company may be subject to various claims and legal actions that arise in the ordinary course of business. As of June 30, 2026, management is not aware of any claims or legal actions against the Company that, separately or in the aggregate, are likely to have a material adverse effect on the Company’s financial position, results of operations, or cash flows, although the Company cannot guarantee that a material adverse effect will not occur.

Note 10 — Supplemental Cash Flows

The following table provides supplemental disclosure of cash flow information (in thousands):


	Six Months Ended June 30,
	2026		2025
Interest payments classified as operating activities	$	47,250	$	—
Accounts payable for acquisition of property, plant and equipment	321,194		301,506
Accruals for acquisition of property, plant and equipment	1,213,272		303,941
Non-cash settlement of warrant liabilities	—		2,827
Capitalized interest that was paid-in-kind	36,502		—
Accrued liabilities for debt issuance costs	1,153		1,718

Note 11 — Subsequent Events

On July 2, 2026, Phase 1 LLC completed an offering of $3.5 billion of aggregate principal amount of senior secured notes. The net proceeds from the offering were used to repay approximately $3.5 billion of outstanding borrowings under its existing Phase 1 LLC Committed Credit Facilities and pay related fees and expenses.

In addition, the Company collected the $109.2 million receivable related to the net settlement of certain of the Phase 1 Swaps, as described in Note 6 — Derivatives. The proceeds were also used to repay outstanding borrowings under its existing Phase 1 LLC Committed Credit Facilities.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain statements that are, or may be deemed to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations and economic performance, are forward-looking statements. The words “anticipate,” “contemplate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “seek,” “may,” “might,” “will,” “would,” “could,” “should,” “can have,” “likely,” “continue,” “design,” “assume,” “budget,” “forecast,” “target,” and other words and terms of similar expressions, are intended to identify forward-looking statements.

We have based these forward-looking statements on assumptions and analysis made by us in light of our current expectations, perceptions of historical trends, current conditions and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short-term and long-term business operations and objectives and financial needs.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ from those expressed in our forward-looking statements. Our future financial position and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties, including those described in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K as supplemented by Item 1A of this Quarterly Report on Form 10-Q. You should consider our forward-looking statements in light of a number of factors that may cause actual results to vary from our forward-looking statements including, but not limited to:

•our progress in the development of our natural gas liquefaction and liquefied natural gas (“LNG”) export project and the timing of that progress;

•the timing and cost of the development, construction and operation of the first five liquefaction trains and related common facilities of the multi-plant integrated natural gas liquefaction and LNG export facility located at the Port of Brownsville in southern Texas (the “Rio Grande LNG Facility”);

•the availability and frequency of cash distributions available to us from the Joint Ventures, which own Phase 1, Train 4, and Train 5 of the Rio Grande LNG Facility;

•the timing and cost of the development of subsequent liquefaction trains at the Rio Grande LNG Facility;

•the ability to generate sufficient cash flow to satisfy our and our subsidiaries’ significant debt service obligations or to refinance such obligations ahead of their maturity;

•restrictions imposed by our or our subsidiaries’ debt agreements that limit flexibility in operating our business;

•increases in interest rates increasing the cost of servicing indebtedness;

•our reliance on third parties to successfully complete the Rio Grande LNG Facility and related pipelines and other infrastructure;

•our ability to secure additional debt and equity financing in the future, including any refinancing of outstanding indebtedness, on commercially acceptable terms;

•the accuracy of estimated costs for the Rio Grande LNG Facility;

•our ability to achieve operational characteristics of the Rio Grande LNG Facility, when completed, including amounts of liquefaction capacities, and any differences in such operational characteristics from our expectations;

•the development risks, operational hazards, and regulatory approvals applicable to the Rio Grande LNG Facility, our LNG, construction and operation activities and those of our third-party contractors and counterparties;

•the ability to obtain or maintain governmental approvals to construct or operate the Rio Grande LNG Facility;

•technological innovation which may lessen our anticipated competitive advantage or demand for our offerings;

•the global demand for and price of LNG;

•the availability of LNG vessels worldwide;

•changes in legislation and regulations relating to the LNG industry, including environmental laws and regulations that impose significant compliance costs and liabilities;

•global pandemics, the Russia-Ukraine conflict, conflicts in the Middle East, other sources of volatility in the energy markets and their impact on our business and operating results, including any disruptions in our operations or development of the Rio Grande LNG Facility and the health and safety of our employees, and on our customers, the global economy and the demand for LNG;

•risks related to doing business in and having counterparties in foreign countries, including as a result of tariffs;

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•our ability to maintain the listing of our securities on the Nasdaq Capital Market or another securities exchange or quotation medium;

•changes adversely affecting the businesses in which we are engaged;

•management of growth;

•general economic conditions, including inflation and rising interest rates;

•our ability to generate cash; and

•the result of future financing efforts and applications for customary tax incentives.

Should one or more of the foregoing risks or uncertainties materialize in a way that negatively impacts us, or should the assumptions underlying our forward-looking statements prove incorrect, our actual results may vary materially from those anticipated in our forward-looking statements, and our business, financial condition, and results of operations could be materially and adversely affected.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are made as of the date of this Quarterly Report on Form 10-Q. You should not rely upon forward-looking statements as predictions of future events. In addition, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Except as required by applicable law, we do not undertake any obligation to publicly correct or update any forward-looking statement.

All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in our most recent Annual Report on Form 10-K as well as other filings we have made and will make with the Securities and Exchange Commission (the “SEC”) and our public communications. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties.

Overview of Business and Significant Developments

Overview of Business

NextDecade Corporation, a Delaware corporation, is a Houston-based energy company primarily engaged in construction and development activities related to the liquefaction of natural gas and sale of LNG. We are constructing and developing a natural gas liquefaction and export facility located in the Rio Grande Valley near Brownsville, Texas (the “Rio Grande LNG Facility”). The first five liquefaction trains and related infrastructure (together, “Phase 1”, “Train 4”, and “Train 5”) at the Rio Grande LNG Facility are currently under construction. We are also developing and advancing the permitting process for expansion Trains 6 through 8 at the Rio Grande LNG Facility.

We are focused on constructing and operating the Rio Grande LNG Facility safely, efficiently, on schedule, and on budget. We seek to deliver secure, affordable, and cleaner energy through the development and operation of liquefaction capacity at the Rio Grande LNG Facility.

Significant Recent Developments

Significant developments since January 1, 2026 include the following:

Construction and Commissioning

•Progress on Trains 1 through 5 under the engineering, procurement, and construction (“EPC”) contracts with Bechtel Energy, Inc. (“Bechtel”) as of June 2026 consisted of:


	Overall Completion Percentage	Engineering	Procurement	Construction	Commissioning
Trains 1 and 2	74.0%	99.1%	97.8%	58.9%	0.6%
Train 3	50.4%	96.5%	90.2%	17.4%	—
Train 4	15.5%	69.4%	25.4%	1.4%	—
Train 5	9.4%	26.8%	19.3%	—	—

•We safely energized our main substation with 138kV power in May, and we seconded over 100 operational employees to Bechtel in June as part of preparations for first LNG production. We continue to expect first gas into the Rio Grande LNG Facility in the second half of 2026 and first LNG production from Train 1 in the first half of 2027.

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Development

•In May 2026, we filed a formal application with the Federal Energy Regulatory Commission (“FERC”) for expansion at the Rio Grande LNG Facility that includes Train 6 and an additional marine berth. With the application, we requested a waiver from FERC of the approximately one month remaining in the Train 6 pre-filing period, and FERC granted that waiver in June 2026.

•In June 2026, we filed an application with the Department of Energy for LNG export authorizations for Train 6.

•In June 2026, we executed a Reservation Agreement with Baker Hughes for the supply of main refrigeration compressors for Train 6.

Strategic and Commercial

◦In early 2026, we began the marketing of early cargoes that we expect to produce prior to the commencement of our long-term LNG Sale and Purchase Agreements (“SPAs”). In February 2026, we entered into LNG sales agreements for the sale of over 175 TBtu of LNG on a free-on-board (“FOB”) basis, with fixed liquefaction fees that are expected to achieve a cargo margin, calculated as the FOB LNG sales price less our expected costs of natural gas feedstock and fuel, of over $3.00 per MMBtu. This volume represents 33% of our expected portfolio volumes from 2027 through early 2029.

Financial

◦In April 2026, Rio Grande LNG Train 5, LLC issued a second installment of $100.0 million and in July 2026 issued a third installment of $100.0 million of 6.56% Senior Secured Notes due in 2050, pursuant to the Note Purchase Agreement entered into in conjunction with the positive final investment decision on Train 5 in October 2025, for the issuance of $500.0 million aggregate senior secured notes. As of July 29, 2026, $350 million of these notes were issued and outstanding.

◦In June 2026, Rio Grande LNG Intermediate HoldCo Borrower, LLC (“Phase 1 HoldCo Borrower”) entered into a credit agreement for a $1.0 billion term loan which bears interest at 7.05%, payable in cash or in-kind at our election until the first interest payment date after June 2029 and in cash thereafter, and matures in June 2033. Net proceeds from this term loan were used to reduce outstanding borrowings under the Rio Grande LNG, LLC (“Phase 1 LLC”) credit facilities, to pay fees and expenses associated with the transaction, and to pay general and administrative expenses of Phase 1 HoldCo Borrower.

◦In July 2026, Phase 1 LLC completed an offering of $3.5 billion aggregate principal amount of senior secured notes. The net proceeds from the offering were used to repay approximately $3.5 billion of outstanding borrowings under the Phase 1 LLC credit facilities and to pay fees and expenses associated with the transaction. The tranches of senior secured notes issued were:

▪$1.0 billion aggregate principal amount of senior secured notes due 2031, which bear interest at 5.25% and will mature in June 2031,

▪$500.0 million aggregate principal amount of senior secured notes due 2034, which bear interest at 5.50% and will mature in January 2034,

▪$1.25 billion aggregate principal amount of senior secured notes due 2036, which bear interest at 5.75% and will mature in June 2036, and

▪$750.0 million aggregate principal amount of senior secured notes due 2041, which bear interest at 6.15% and will mature in June 2041.

◦In conjunction with the Phase 1 HoldCo Borrower credit agreement and the Phase 1 LLC senior secured notes offering and repayment of credit facility borrowings, Phase 1 LLC also reduced the notional amount of certain of its interest rate swaps, resulting in settlement receipts totaling approximately $109.2 million in July 2026. These settlement receipts were used to reduce outstanding borrowings under the Phase 1 LLC Credit facilities.

Rio Grande LNG Facility Activity

Liquefaction Facilities Overview and Construction Progress

We are constructing and developing the Rio Grande LNG Facility on the north shore of the Brownsville Ship Channel in south Texas. The site is located on approximately 1,000 acres of land, which has been leased long-term and includes 15,000 feet of frontage on the Brownsville Ship Channel. We believe the site is advantaged due to its proximity to abundant natural gas resources in the Permian Basin and Eagle Ford Shale, location in a region that has historically been subject to fewer and less severe weather events relative to other locations along the U.S. Gulf Coast, access to an uncongested waterway for vessel loading, access to a large, skilled local labor force, and strong geotechnical conditions requiring less piling for soil stabilization than liquefaction facilities in other areas of the U.S. Gulf Coast. Trains 1 through 5 at the Rio Grande LNG Facility are under construction, and we are developing and advancing the permitting process for Trains 6 through 8. There is sufficient space at the Rio Grande LNG Facility site for up to 10 liquefaction trains.

Construction commenced on Phase 1 at the Rio Grande LNG Facility in July 2023, on Train 4 in September 2025, and on Train 5 in October 2025, in each case following a positive final investment decision (“FID”) and the closing of project financing by the Company’s subsidiaries. Construction will be completed by Bechtel under fully wrapped, lump-sum turnkey EPC contracts, and the liquefaction trains will utilize Honeywell AP-C3MR liquefaction technology, which is a predominant liquefaction technology utilized globally.

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The combined scope of Phase 1, Train 4, and Train 5 includes five liquefaction trains with a total expected LNG production capacity of approximately 30 million tonnes per annum (“MTPA”), four 180,000 cubic meter full containment LNG storage tanks, two jetty berthing structures designed to load LNG carriers up to 216,000 cubic meters in capacity, and associated site infrastructure and common facilities including feed gas pretreatment facilities, electric and water utilities, ground flares, roads, levees surrounding the entire site, warehouses, and operations control room, maintenance, and administrative buildings.

Progress on Phase 1 as of June 2026 is ahead of the guaranteed completion schedule under the EPC contracts. All major equipment has been set for Train 1, including the main cryogenic heat exchanger (“MCHE”), and electrical commissioning of Train 1 is progressing. Train 2 equipment installation is underway, and the second compressor string and turbine was set in July 2026. Train 3 equipment installation has begun, including the first compressor string. Welding of the inner tanks continues to progress for Tanks 1 and 2, and Tank 1 pipe installation is underway.

Progress on Trains 4 and 5 as of June 2026 is in line with the guaranteed completion schedule under the EPC contracts. The Train 4 soil stabilization process was completed, and foundation pours began for the main cryogenic rack. The Train 5 soil stabilization process began in early July 2026. Tank 3 piling work is underway.

The main intake substation at the Rio Grande LNG Facility was energized safely in early May 2026. Construction of the Bay Runner pipeline continues to progress and is on track to reach in-service in the third quarter of 2026. Across the site as of June 2026, construction of permanent buildings is nearing completion, construction activities in the gas inlet area has progressed significantly, dredging activities for the berths and turning basin are substantially complete, and the channel deepening project is complete.

LNG Sale and Purchase Agreements for Trains 1 Through 5

We have entered into long-term LNG sale and purchase agreements (“SPAs”) with 14 creditworthy counterparties for aggregate volumes of approximately 25.3 MTPA of LNG from Trains 1 through 5 at the Rio Grande LNG Facility. The SPAs have a weighted average term of 19.5 years. Under these SPAs, the customers will purchase LNG from the Rio Grande LNG Facility for a price consisting of a fixed fee per MMBtu of LNG plus a variable fee per MMBtu of LNG, with the variable fees structured to cover the expected cost of natural gas plus fuel and other sourcing costs to produce LNG. In certain circumstances, customers may elect to cancel or suspend deliveries of LNG cargoes, in which case the customers would still be required to pay the fixed fee with respect to cargoes that are not delivered. A portion of the fixed fee under each SPA will be subject to annual adjustment for inflation. The SPAs and contracted volumes to be made available under the SPAs are not tied to a specific train; however, the commencement of the term of each SPA is tied to a specified train.

Each of these SPAs is currently effective, and deliveries of LNG under these SPAs will commence on the respective Date of First Commercial Delivery (“DFCD”), which is primarily tied to the substantial completion or guaranteed substantial completion dates of specific trains as defined in each SPA. Of the 25.3 MTPA of SPAs for Trains 1 through 5, approximately 23.75 MTPA are linked to Henry Hub and have average fixed fees, unadjusted for inflation, totaling approximately $3.0 billion expected to be paid annually.

Marketing of Uncontracted Volumes

We expect to sell any commissioning LNG volumes and operational LNG volumes in excess of SPA volumes (“portfolio volumes”) into the LNG market through spot, short-term, and medium-term agreements. We have entered into certain time charter agreements and expect to enter into additional time charter agreements with vessel owners to provide shipping capacity for commissioning and operational volumes. We have also entered into certain subcharter agreements and may enter into additional subcharter agreements with third parties from time to time to manage our LNG shipping needs relative to chartered capacity.

Engineering, Procurement and Construction (“EPC”)

We have entered into fully wrapped, lump-sum turnkey contracts with Bechtel, a well-established and reputable LNG engineering and construction firm, for the engineering, procurement, and construction of Phase 1, Train 4, and Train 5 at the Rio Grande LNG Facility, under which Bechtel has generally guaranteed cost, performance, and schedule. Under these EPC contracts, Bechtel is responsible for the engineering, procurement, construction, commissioning, and startup of liquefaction trains and their respective related infrastructure.

On July 12, 2023, we issued final notice to proceed to Bechtel under the EPC contracts for Phase 1. Total expected capital costs for Phase 1 are estimated to be approximately $18.0 billion, including estimated EPC costs, owner’s costs, contingencies, and financing costs, and including amounts spent prior to FID under limited notices to proceed.

On September 9, 2025, we issued final notice to proceed to Bechtel under the EPC contract for Train 4. Total expected capital costs for Train 4 are estimated to be approximately $6.7 billion, including estimated EPC costs, owner’s costs, contingencies, financing costs, and other costs, including a payment to be made at the commencement of operations to the trains in commercial operation at such date for Train 4’s proportionate share of the capital costs of the common facilities it will access, net of the capital cost of any common facilities constructed under the Train 4 EPC contract.

On October 16, 2025, we issued final notice to proceed to Bechtel under the EPC contract for Train 5. Total expected capital costs for Train 5 are estimated to be approximately $6.7 billion, including estimated EPC costs, owner’s costs, contingencies, financing costs, and other costs, including a payment to be made at the commencement of operations to the trains in commercial operation at such date for Train 5’s proportionate share of the capital costs of the common facilities it will access, net of the capital cost of any common facilities constructed under the Train 5 EPC contract.

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Natural Gas Transportation and Supply

We are in the process of executing a substantial and diversified natural gas feedstock sourcing and transportation strategy to spread risk exposure across multiple contracts, counterparties, and pricing hubs. We have entered into and expect to enter into additional gas supply arrangements with a wide range of suppliers, and we also expect to leverage trading platforms and exchanges to lock in natural gas supply prices and/or hedge risk.

We have entered into agreements for transportation of natural gas to supply the Rio Grande LNG Facility on both a firm and interruptible basis to support commissioning and operations and provide the ability to purchase natural gas supplies at the Agua Dulce Hub and other physical access points, giving us access to prolific gas production from the Permian Basin, Eagle Ford Shale, and additional basins, and providing significant flexibility to obtain competitively priced natural gas feedstock.

We believe our proximity to major reserve basins and shale plays, increasing pipeline capacity in the area, a significant amount of natural gas production and infrastructure investment, as well as our existing contacts and discussions with some of the largest regional operators, represent key elements of a comprehensive and effective feed gas strategy.

NextDecade Economic Interest in Trains 1 Through 5

Pursuant to a joint venture agreement with equity partners for ownership of Phase 1 at the Rio Grande LNG Facility, we expect to receive up to approximately 20.8% of distributions of available cash generated from Phase 1 operations, provided that a majority of the cash distributions to which we are otherwise entitled will be paid for any distribution period only after our equity partners receive an agreed distribution threshold in respect of such distribution period and certain other deficit payments from prior distribution periods, if any, are made.

Pursuant to a joint venture agreement with equity partners for ownership of Train 4 at the Rio Grande LNG Facility, we expect to receive 40% of distributions of available cash generated from Train 4 operations, which will increase to 60% when our equity partners receive a certain return on their investments in Train 4.

Pursuant to a joint venture agreement with equity partners for ownership of Train 5 at the Rio Grande LNG Facility, we expect to receive 50% of distributions of available cash generated from Train 5 operations, which will increase to 70% when our equity partners receive a certain return on their investments in Train 5.

Development of Additional Liquefaction Capacity

We are developing and advancing the permitting process for Trains 6 through 8 at the Rio Grande LNG Facility. These trains are currently wholly owned by NextDecade and are cumulatively expected to increase the Company’s total liquefaction capacity by approximately 18 MTPA once constructed and placed into operation.

Train 6 is being developed inside the existing levee at the Rio Grande LNG Facility and adjacent to Trains 1 through 5. In May 2026, we filed a formal application with FERC for expansion at the Rio Grande LNG Facility that includes Train 6 and an additional marine berth. We are evaluating multiple areas on the site for the development of Trains 7 and 8 and expect to advance the development of these trains throughout 2026.

There is sufficient space at the Rio Grande LNG Facility site for up to 10 liquefaction trains.

Governmental Permits, Approvals and Authorizations

We have obtained all major permits required to build and export LNG from the first five liquefaction trains and related infrastructure at the Rio Grande Facility, including FERC approval and Department of Energy FTA and non-FTA authorizations.

In August 2025, FERC issued a final order on remand (“Remand Order”) reaffirming its authorization for the siting, construction, and operation of the first five liquefaction trains at the Rio Grande LNG Facility, following the issuance of a supplemental Environmental Impact Statement (“SEIS”) in July 2025. In September 2025, certain intervenors filed a request for rehearing of the Remand Order. FERC denied that request by operation of law on October 30, 2025, and issued a substantive order on rehearing in March 2026 that reaffirmed its authorization for the first five liquefaction trains, rendering the Remand Order no longer appealable to FERC. In December 2025, the same intervenors petitioned the D.C. Circuit Court to review the Remand Order, and that appeal remains pending.

Corporate and Other Activities

We are required to maintain corporate and general and administrative functions to serve our business activities described above, including the construction of Trains 1 through 5 and the development of Trains 6 through 8 at the Rio Grande LNG Facility.

Liquidity and Capital Resources

Following FID on Trains 1 through 5 and the project financing obtained by the Company’s subsidiaries, Phase 1 LLC, Train 4 LLC, and Train 5 LLC (together, the “Rio Grande Project Entities”) operate with independent capital structures. Although our sources and uses are presented from a consolidated standpoint, certain restrictions under debt and equity agreements limit the ability of NextDecade and the Rio Grande Project Entities to use and distribute cash. The Rio Grande Project Entities are required to deposit all cash received under their respective debt agreements into restricted accounts. The usage or withdrawal of such cash is restricted to the

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payment of obligations related to their respective trains and common infrastructure and other restricted payments, and such cash and capital resources are not available to service the obligations of NextDecade.

Phase 1 FID Financing

In connection with the FID on Phase 1 at the Rio Grande LNG Facility in July 2023, Phase 1 LLC obtained approximately $6.2 billion in equity capital commitments, inclusive of commitments from NextDecade, entered into senior secured non-recourse bank credit facilities of $11.6 billion, consisting of $11.1 billion in construction term loans and a $500.0 million working capital facility, and closed a $700.0 million senior secured non-recourse private notes offering. Phase 1 LLC expects to utilize these capital resources to fund the total cost of Phase 1, which is currently estimated at $18.0 billion and consists of EPC costs, owner’s costs and contingencies, dredging for the Brazos Island Harbor Channel Improvement Project, conservation of more than 4,000 acres of wetland and wildlife habitat area, installation of utilities, interest during construction and other financing costs, and including amounts spent prior to FID under limited notices to proceed.

As of July 29, 2026, Phase 1 LLC has refinanced a total of over $6.4 billion of its original $11.1 billion term loan facilities through the issuance of senior secured notes and loans at Phase 1 LLC and a $1.0 billion term loan at Phase 1 HoldCo Borrower.

In April 2025, Phase 1 LLC elected to terminate $250.0 million of commitments under its working capital facility due to a decrease in expected requirements for credit support during construction, which reduced the outstanding commitments under the working capital facility to $250.0 million.

Train 4 FID Financing

In connection with the FID on Train 4 at the Rio Grande LNG Facility in September 2025, Train 4 LLC obtained approximately $2.8 billion in equity capital commitments, inclusive of commitments from NextDecade, and entered into a senior secured non-recourse bank credit facility of approximately $3.8 billion. Train 4 LLC expects to utilize these capital resources to fund the total cost of Train 4 and related infrastructure, which is currently estimated at $6.7 billion and consists of EPC costs, owner’s costs and contingencies, interest during construction and other financing costs, and other costs, including a payment for usage of common infrastructure at the Rio Grande LNG Facility.

Train 5 FID Financing

In connection with the FID on Train 5 at the Rio Grande LNG Facility in October 2025, Train 5 LLC obtained approximately $2.6 billion in equity capital commitments, inclusive of commitments from NextDecade, entered into a senior secured non-recourse bank credit facility of approximately $3.6 billion, and closed a $500.0 million senior secured non-recourse private notes offering. Train 5 LLC expects to utilize these capital resources to fund the total cost of Train 5 and related infrastructure, which is currently estimated at $6.7 billion and consists of EPC costs, owner’s costs and contingencies, interest during construction and other financing costs, and other costs, including a payment for usage of common infrastructure at the Rio Grande LNG Facility.

Near Term Liquidity and Capital Resources of NextDecade Corporation

Following the respective FIDs of Phase 1, Train 4, and Train 5, costs associated with the EPC agreements, Rio Grande site lease, and other Phase 1, Train 4, and Train 5 related costs are being funded by debt and equity proceeds received by the Rio Grande Project Entities. Our primary corporate cash needs are capital contributions to Trains 4 and 5, development expenses for expansion projects at the Rio Grande LNG Facility, and general and administrative expenses.

In connection with the FIDs of Train 4 and Train 5, we committed to make approximately $2.4 billion in equity capital contributions for Train 4 and 5 in the aggregate. At the FIDs of Train 4 and Train 5, we used the net proceeds of the Super FinCo $1.2 billion term loans and cash on hand to fund a portion of our equity commitments for Train 4 and Train 5. We expect to fund the remainder of our equity commitments to Trains 4 and 5 using borrowings under the FinCo Credit Agreement.

Train 4 LLC will pay NextDecade LLC, our wholly owned subsidiary and the entity that manages the construction, commissioning, and operation of the Rio Grande LNG Facility on behalf of Phase 1, Train 4, and Train 5, a $50.0 million fee in September 2026 for services to be rendered by NextDecade LLC in support of Train 4.

Because our businesses and assets are under construction or in development, we have not historically generated significant cash flow from operations, and we do not expect to do so until liquefaction trains at the Rio Grande LNG Facility begin operating. We intend to fund development activities for the foreseeable future with our cash and cash equivalents on hand, the Train 4 services fee due in September 2026, and through the sale of additional equity, equity-based or debt securities in us or in our subsidiaries. There can be no assurance that we will succeed in selling such securities or, if successful, that the capital we raise will not be expensive or dilutive to stockholders.

Long Term Liquidity and Capital Resources of NextDecade Corporation

We will not receive significant cash flows from liquefaction trains at the Rio Grande LNG Facility until they are operational, and the commercial operation dates for Trains 1 through 5 range from late 2027 for Train 1 through the first half of 2031 for Train 5, based on the guaranteed schedule under the EPC contracts. Any future development of liquefaction trains at the Rio Grande LNG Facility will similarly take an extended period of time to develop, construct, and become operational and will require significant capital deployment.

We currently expect that the long-term capital requirements for future development of liquefaction trains at the Rio Grande LNG Facility will be financed predominantly through the proceeds from future debt, equity-based, and equity offerings by us or our

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subsidiaries. As a result, our business success will depend, to a significant extent, upon our ability to obtain financing required to fund future development and construction at the Rio Grande LNG Facility, to bring assets into operation on a commercially viable basis, and to finance any required increases in staffing, operating, and expansion costs during that process. There can be no assurance that we will succeed in securing additional debt and/or equity financing in the future to fund future development and construction at the Rio Grande LNG Facility, or, if successful, that the capital we raise will not be expensive or dilutive to stockholders. Additionally, if these types of financing are not available, we will be required to seek alternative sources of financing, which may not be available on terms acceptable to us, if at all.

Sources and Uses of Cash

The following table summarizes the sources and uses of our cash for the periods presented (in thousands):


	Six Months Ended June 30,
	2026		2025
Operating cash flows	$	(128,016)	$	(72,722)
Investing cash flows	(2,203,393)		(1,531,338)
Financing cash flows	2,123,890		1,668,337
Net (decrease) increase in cash, cash equivalents and restricted cash	(207,519)		64,277
Cash, cash equivalents and restricted cash – beginning of period	707,088		392,762
Cash, cash equivalents and restricted cash – end of period	$	499,569	$	457,039

Cash used in operating activities for the six months ended June 30, 2026 increased by approximately $55.3 million compared to the same period in 2025 primarily due to increased interest payments and changes in working capital.

Cash used in investing activities for the six months ended June 30, 2026 increased by approximately $672.1 million compared to the same period in 2025 primarily due to increased expenditures associated with construction of the Rio Grande LNG Facility, including expenditures related to Trains 4 and 5, which achieved positive FIDs and began construction in the second half of 2025.

Cash provided by financing activities for the six months ended June 30, 2026 increased by approximately $455.6 million compared to the same period in 2025. The increase was primarily due to increases in proceeds from debt issuance and receipts of equity commitments related primarily to construction at the Rio Grande LNG Facility, including impacts of Trains 4 and 5 which achieved positive FIDs in the second half of 2025. These increases were partially offset by debt repayments made as a result of refinancing during the six months ended June 30, 2026, with no debt repayments made in the same period in 2025.

Results of Operations

The following table summarizes costs, expenses and other income for the periods indicated (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenues	$	—	$	—	$	—	$	—
Operating and maintenance expense	13,527		17,752		33,543		33,645
General and administrative expense	30,298		36,875		62,876		68,460
Development expense	2,850		1,248		4,993		1,555
Depreciation and amortization expense	7,897		393		8,275		1,006
Other	—		—		—		3,518
Total operating loss	(54,572)		(56,268)		(109,687)		(108,184)
Other income (expense):
Derivative gain (loss), net	116,075		25,157		53,965		(143,543)
Interest expense	(90,777)		(31,634)		(170,024)		(58,839)
Loss on debt extinguishment	(32,451)		(9,160)		(32,451)		(9,160)
Other income (expense), net	1,542		1,273		2,974		3,866
Loss before income taxes	(60,183)		(70,632)		(255,223)		(315,860)
Income tax expense	—		—		—		—
Net loss	(60,183)		(70,632)		(255,223)		(315,860)
Less: net income (loss) attributable to non-controlling interests	5,243		(9,765)		(53,391)		(166,188)
Net loss attributable to common stockholders	$	(65,426)	$	(60,867)	$	(201,832)	$	(149,672)

Net loss attributable to common stockholders for the three months ended June 30, 2026 increased by approximately $4.6 million compared to the same period in 2025 primarily a result of the following:

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•Depreciation and amortization expense increased by approximately $7.5 million primarily due to amortization of finance lease right-of-use assets associated with our leases of LNG vessels.

•Derivative gain (loss), net increased by approximately $90.9 million primarily driven by higher forward SOFR rates, which increased the fair-value gain on the Company’s interest rate swap portfolio.

•Interest expense increased by approximately $59.1 million primarily due to additional borrowings to construct the Rio Grande LNG Facility.

•Loss on debt extinguishment increased by approximately $23.3 million due to repayments made under the CD Credit Agreement and TCF Credit Agreement.

•Net income (loss) attributable to non-controlling interests increased by approximately $15.0 million primarily due to changes in interest rate swap derivatives, interest expense, and loss on debt extinguishment recognized within the Joint Ventures’ net loss and consolidated in the Company’s results.

Net loss attributable to common stockholders for the six months ended June 30, 2026 increased by approximately $52.2 million compared to the same period in 2025 primarily a result of the following:

•Depreciation and amortization expense increased by approximately $7.3 million primarily due to amortization of finance lease right-of-use assets associated with our leases of LNG vessels.

•Derivative gain (loss), net increased by approximately $197.5 million primarily driven by higher forward SOFR rates, which increased the fair-value gain on the Company’s interest rate swap portfolio, partially offset by losses on the Series A Exchange Option and Warrants with no comparable activity during the same period in 2025.

•Interest expense increased by approximately $111.2 million primarily due to additional borrowings to construct the Rio Grande LNG Facility.

•Loss on debt extinguishment increased by approximately $23.3 million due to repayments made under the CD Credit Agreement and TCF Credit Agreement.

•Net income (loss) attributable to non-controlling interests increased by approximately $112.8 million primarily due to changes in interest rate swap derivatives, interest expense, and loss on debt extinguishment recognized within the Joint Ventures’ net loss and consolidated in the Company’s results.

Summary of Critical Accounting Estimates

The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. There were no material changes made by management to the critical accounting estimates in the three months ended June 30, 2026. Please refer to the “Summary of Critical Accounting Estimates” section within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of our critical accounting estimates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no material changes to the market risks previously discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports filed by us under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.

During the most recent fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There were no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer

The following table summarizes stock repurchases for the three months ended June 30, 2026:


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share (2)		Total Number of Shares Purchased as a Part of Publicly Announced Plans		Maximum Number of Shares That May Yet Be Purchased Under the Plans
April 2026	—	$	—	$	—	$	—
May 2026	1,312	$	8.54	$	—	$	—
June 2026	—	$	—	$	—	$	—

(1)Represents shares of Company common stock surrendered to us by participants in the 2017 Omnibus Incentive Plan, as amended (the “2017 Plan”), to settle the participants’ personal tax liabilities that resulted from the lapsing of restrictions on awards made to the participants under the 2017 Plan.

(2)The price paid per share of Company common stock was based on the closing trading price of such stock on the dates on which we repurchased shares of Company common stock from the participants under the 2017 Plan.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended June 30, 2026, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 6. Exhibits


Exhibit No.						Description
3.1						Second Amended and Restated Certificate of Incorporation of NextDecade Corporation, dated July 24, 2017 (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed July 28, 2017).
3.2						Amended and Restated Bylaws of NextDecade Corporation, as amended March 3, 2021 (Incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 filed June 24, 2022).
3.3						Certificate of Designations of Series A Convertible Preferred Stock, dated August 9, 2018 (Incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form S-3, filed December 20, 2018).
3.4						Certificate of Designations of Series B Convertible Preferred Stock, dated September 28, 2018 (Incorporated by reference to Exhibit 3.4 of the Registrant’s Quarterly Report on Form 10-Q, filed November 9, 2018).
3.5						Certificate of Designations of Series C Convertible Preferred Stock, dated March 17, 2021 (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed March 18, 2021).
3.6						Certificate of Amendment to Certificate of Designations of Series A Convertible Preferred Stock, dated July 12, 2019 (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed July 15, 2019).
3.7						Certificate of Amendment to Certificate of Designations of Series B Convertible Preferred Stock, dated July 12, 2019 (Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed July 15, 2019).
3.8						Certificate of Increase to Certificate of Designations of Series A Convertible Preferred Stock of NextDecade Corporation, dated July 15, 2019 (Incorporated by reference to Exhibit 3.7 of the Registrant's Quarterly Report on Form 10-Q, filed August 6, 2019).
3.9						Certificate of Increase to Certificate of Designations of Series B Convertible Preferred Stock of NextDecade Corporation, dated July 15, 2019 (Incorporated by reference to Exhibit 3.8 of the Registrant’s Quarterly Report on Form 10-Q, filed August 6, 2019).
10.1*+						Employment Agreement, dated as of April 15, 2026, by and between Matthew Schatzman and NextDecade Corporation.
10.2*+						Amended and Restated Director Compensation Policy, effective May 20, 2026.

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10.3+						Amendment of the NextDecade Corporation 2017 Omnibus Incentive Compensation Plan, dated as of June 3, 2026 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed June 3, 2026).
10.4*						Credit Agreement, dated as of June 17, 2026, by and among Rio Grande LNG Intermediate HoldCo Borrower, LLC, Wilmington Trust, National Association, as Administrative Agent and Collateral Agent, and the lenders party thereto.
10.5*						Collateral and Intercreditor Agreement, dated as of June 17, 2026, by and among Rio Grande LNG Intermediate HoldCo Borrower, LLC, Wilmington Trust, National Association, as Intercreditor Agent and Collateral Agent, and the HoldCo secured creditor representatives party thereto.
10.6*						Pledge Agreement, dated as of June 17, 2026, by and between Rio Grande LNG Intermediate HoldCo Borrower, LLC and Wilmington Trust, National Association, as Collateral Agent.
10.7*†						Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00263 and EC00285, each dated as of April 27, 2026; (ii) EC00295 and EC00300, each dated as of May 4, 2026; (iii) EC00280, dated as of June 5, 2026; and (iv) EC00298, dated as of June 19, 2026.
10.8*†						Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 15, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00296 and EC00301, each dated as of May 4, 2026; (ii) EC00281, dated as of June 5, 2026; and (iii) EC00294, dated as of June 18, 2026.
10.9*†						Change Order to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 4 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of June 7, 2025, by and between Rio Grande LNG Train 4, LLC and Bechtel Energy Inc.: EC40036, dated as of May 4, 2026.
10.10*						Consent and Amendment No. 2 to Credit Agreement, dated as of June 17, 2026, by and among Rio Grande LNG Phase 1 Super FinCo, LLC, as P1 Super FinCo Borrower, Rio Grande LNG Phase 2 Super FinCo, LLC, as P2 Super FinCo Borrower, GLAS USA LLC, as Administrative Agent and Collateral Agent, and the lenders party thereto
31.1*						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).



*			Filed herewith.
**			Furnished herewith.
†			Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
+			Indicates management contract or compensatory plan.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	NEXTDECADE CORPORATION

Date: July 29, 2026	By:	/s/ Matthew K. Schatzman
		Matthew K. Schatzman
		Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)

Date: July 29, 2026	By:	/s/ John D. Zuklic
		John D. Zuklic
		Chief Financial Officer
		(Principal Financial Officer)

Document

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into effective as of April 15, 2026 (the “Effective Date”), by and between NextDecade Corporation, a Delaware corporation (the “Company”), and Matthew K. Schatzman (the “Executive”).

WHEREAS, the Company and the Executive are party to that certain employment agreement, initially dated as of September 8, 2017 (as amended, the “Prior Agreement”);

WHEREAS, the Company desires to engage the services of the Executive and the Executive desires to be employed by the Company;

WHEREAS, the Company desires to be assured that the unique and expert services of the Executive will be available to the Company, and that the Executive is willing and able to render such services on the terms and conditions hereinafter set forth;

WHEREAS, the Company desires to be assured that the confidential information and goodwill of the Company will be preserved for the exclusive benefit of the Company; and

NOW, THEREFORE, the Company and the Executive agree as follows:

1.EMPLOYMENT AND RESPONSIBILITIES

During the Term, the Company will employ the Executive in the positions of Chairman and Chief Executive Officer (individually “CEO”). The Executive will report directly to the Board of Directors and have such authority, and will perform all of the duties, normally associated with these positions at similarly situated companies as well as other duties as may be reasonably assigned to him consistent with his positions as Chairman and CEO. The Executive has already been elected to its Board of Directors (the “Board”) in accordance with the Company’s governing documents, and the Company will nominate the Executive for reelection to the Board during the term of the Agreement. Executive shall primarily perform services under this Agreement at the Company’s office in Houston, Texas, but Executive acknowledges that business travel is required in performing his duties and responsibilities under this Agreement.

2.ATTENTION AND EFFORT

The Executive will devote substantially all of his business time, ability, attention and best efforts to the performance of his duties hereunder in a manner that will faithfully and diligently further the Company’s business to the exclusion of all other business activities. However, the Executive may devote reasonable periods of time to the following: (a) engaging in charitable or community service activities; (b) serving on boards of professional organizations, or participating in industry and/or trade groups, provided that Executive gives advance written notice of such activities to the Board; and (c) serving on the boards of private and public companies, and participating in political organizations with advance written approval of the Board, which the Board may approve in its sole discretion.

3.TERM

The Company and the Executive agree that this Agreement and the Executive’s employment with the Company shall remain in effect until April 15, 2029 (the “Initial Employment Term”), unless it is earlier terminated in accordance with Section 6 below. At the conclusion of the Initial Employment Term

or a Renewal Term (as defined below), this Agreement shall automatically extend for an additional one (1) year period (subject to earlier termination as provided in Section 6) (such one (1) year period, a “Renewal Term”), unless the Company gives the Executive, or the Executive gives the Company, as applicable, sufficient written notice as required in this Agreement prior to the end of the then-current Initial Employment Term or Renewal Term, as applicable, of such party’s intention to not renew this Agreement for the following period (“Notice of Non-Renewal”). The Initial Employment Term and each Renewal Term together are referred to herein as the “Term”.

4.COMPENSATION

During the Term, the Company agrees to pay the Executive, and he agrees to accept in full consideration for all services performed by him, the following compensation:

4.1Base Salary: The Company will pay the Executive an annual base salary of one million dollars ($1,000,000.00), before all applicable payroll deductions (“Base Salary”). This Base Salary will be paid in accordance with the usual payroll practices of the Company. During the Term, Executive’s Base Salary may be increased by the Board (or any duly constituted committee thereof) in its sole discretion. Executive’s Base Salary may not be decreased during the Term. The Base Salary payable to Executive hereunder in respect of any calendar year during which Executive is employed by the Company for less than the entire year shall be prorated in accordance with the total number of calendar days in such calendar year during which he is so employed.

4.2Bonus

(a)Subject to the provisions of Section 4.2(b) below, the Company shall, during the Term of this Agreement, pay or cause to be paid to the Executive an annual cash bonus with a target of 130% of the Base Salary (“Annual Bonus”). During the Term, Executive’s Annual Bonus target may be increased by the Board (or duly constituted committee thereof) in its sole discretion. Executive’s Annual Bonus target may not be decreased during the Term. In accordance with the Company’s governing documents, the amount of any such bonus shall be determined by the Board (or any duly constituted committee thereof) within its sole discretion based on target objectives and the overall performance of the Company which are mutually agreed upon by the Executive and the Board at the beginning of each fiscal year (but no later than March 15 of the applicable year).

(b)The Annual Bonus will be paid at such time or times as bonuses are paid to the Company’s senior management personnel and otherwise in accordance with the Company’s policies and practices; provided, that beginning in 2027, the Annual Bonus, if any, shall be paid on or before March 15 of the fiscal year following the year in which the Annual Bonus was earned to the extent payment on a later date would violate (if applicable to Executive) the provisions of Section 409A (as defined below); provided, further, that, except (i) as provided in Section 7, the Annual Bonus shall only become due to the extent the Executive remains employed by the Company through the end of the fiscal period to which it relates, or (ii) in the final year of the Term, a prorated Annual Bonus shall become due and payable in accordance with Section 7.2(c) below.

4.3Withholding: The Company may withhold from any compensation and benefits payable to the Executive all applicable federal, state and local withholding taxes.

4.4Long-Term Incentive: The Executive shall be eligible to receive long-term incentive compensation awards (“LTI”) pursuant to the Company’s Omnibus Incentive Plan (“LTIP”) (1) in such amounts as the Board determines in its discretion, and (2) on terms and conditions that are generally applicable to other senior executives of the Company. LTI awards shall be treated as provided under the

terms of both the LTIP and the respective award agreement (as amended from time to time) except as otherwise provided herein. For the avoidance of doubt, any stock options, Performance Stock Units (“PSUs”) and (“RSUs”), which terms are defined in the LTIP, that are awarded to Executive are subject to Section 7 of this Agreement, which shall control in the event of conflict with the terms of the respective award agreement or the LTIP; provided however, in the event that a termination covered by Section 7.2 within twenty-four months following a Change of Control (as defined in Section 6 below) occurs, all such stock options, PSUs and RSUs shall immediately vest, and in the case of any PSUs, shall vest at the greater of target performance and actual performance based on the criteria set forth in the respective award agreement.

5.BENEFITS

5.1Benefit Programs. During the Term, the Executive will be entitled to participate in all employee incentive, pension and welfare benefit plans and programs made available generally to other employees of the Company, as such plans or programs may be in effect from time to time. For the avoidance of doubt, and except as set forth in Section 4.4 above, nothing contained in this Agreement shall require to Company to establish or maintain any such plan or program.

5.2Vacation Time. The Executive will be entitled to a minimum of five (5) weeks of paid time off (“PTO”) per year in alignment with the applicable Company policies pertaining to PTO for executive level employees.

5.3Business Expenses. The Company will pay for all reasonable expenses actually incurred by the Executive directly in connection with the business affairs of the Company and the performance of his duties hereunder, upon presentation of proper receipts or other proof of expenditure and subject to such reasonable guidelines or limitations provided by the Company from time to time or such expense reimbursement policies as the Board may adopt from time to time.

6.TERMINATION

The Executive’s employment as both Chairman and CEO under this Agreement may be terminated as follows, but in the event of any such termination, the provisions of Sections 6, 7, 8 and 9 will survive the termination of the Executive’s employment and the expiration of the Term.

6.1Definitions.

(a)“Advance Notice Period” means a notice period of at least one hundred eighty (180) days’ prior to the Termination Date which can be extended in accordance with Section 7.3 (a).

(b)“Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

(c)“Cause” means: (i) the Executive’s refusal to comply with any lawful directive of the Board, which refusal is not cured by the Executive within thirty (30) days of written notice from the Company specifying the directive which Executive refused to substantially perform (other than a refusal resulting from Executive’s incapacity due to illness or injury); (ii) the Executive acts (including a failure to act) in a manner that constitutes willful misconduct or gross negligence in the performance of his duties as CEO; (iii) the Executive has committed an act of (A) theft, embezzlement, or material misrepresentation, in each case, in the performance of his duties as Executive related to the business of the Company; or (B) fraud; (iv) a material breach by the Executive of this Agreement or any fiduciary duty owed to the Company; (v) the Executive’s conviction (or the entry of a plea of a nolo contendere or

equivalent plea) of a felony or criminal act involving fraud, material dishonesty or moral turpitude in a U.S. court of competent jurisdiction, or (vi) the Executive’s habitual or repeated performance of the Executive’s duties under the influence of, alcohol or controlled substances to the extent it adversely affects the Executive’s performance. Without limiting the other rights of the Company under this Section 6, in the event that Executive is arrested, indicted or charged with the commission of a felony described under Section 6(c)(v) above, the Company may in its sole discretion suspend the Executive’s employment without pay, and during any such period of suspension, disallow the continued vesting of any of his outstanding equity awards. Such period of suspension will remain effective until such time as the indictment or charge is either dismissed or a verdict of not guilty has been entered. A determination of Cause must be made in writing by a majority of the members of the Board (other than the Executive, who shall not participate in any deliberations of the Board with respect thereto) after the Executive has been given a reasonable opportunity to address members of the Board with respect thereto.

(d) “Change of Control” shall mean the occurrence of one or more of the following events:

(i)

Any transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of the Company’s voting securities or the voting securities of the stockholders of the Company if, after such transfer, such person or group of affiliated persons would hold more than fifty percent (50%) of the outstanding voting securities of the Company or the Company’s stockholders (or the surviving entity or entities thereto);

(ii) Any sale of all or substantially all of the assets of the Company other than to a person or group affiliated with the Company or controlled by or under common control with the Company or persons who hold more than fifty percent (50%) of the outstanding voting securities of the Company or the Company’s stockholders; or

(iii) Any other event that the Board determines shall constitute a change in control for purposes of this Agreement.

Notwithstanding the foregoing, to the extent necessary to comply with Section 409A of the Code with respect to the payment of “nonqualified deferred compensation,” “Change of Control” shall be limited to a “change in control event” as defined under Section 409A of the Code.

(e)“Disability” or “Disabled” means the Executive’s inability to substantially perform the duties set forth in Section 1 for a period of twelve (12) consecutive weeks, or a cumulative period of one hundred and eighty (180) business days in any 12-month period, as a result of physical or mental illness or loss of legal capacity. If there should be a dispute between the Company and the Executive as to the Executive’s disability for purposes of this Agreement, the question shall be settled by the opinion of an impartial reputable physician agreed upon by the parties or their representatives, or if the parties cannot agree within ten (10) calendar days after a request for designation of such party, then a physician shall be designated by TIRR Memorial Hermann in Houston, Texas. The parties agree to be bound by the final decision of such physician.

(f)“Good Reason” means the occurrence of any of the following events without the Executive’s express written consent: (i) any breach by the Company of any material provision of this

Agreement, (ii) an reduction in the Executive’s Base Salary or target percentage for Executive’s Annual Bonus, (iii) the exclusion of Executive from an annual LTI opportunity otherwise provided to Company’s senior executives, subject to the award type (stock or cash), its performance provisions and its vesting schedule that is approved by the Compensation Committee at the time, (iv) the relocation or attempted relocation of Executive’s primary work location to a location that is more than 50 miles from the Executive’s then current work location; (v) a material reduction or diminution of the Executive’s duties, responsibilities or authorities which are caused by an act of the Company, including any material change in the reporting structure of or to Executive, or any assignment by the Company of duties materially inconsistent with Executive’s positions as Chairman and CEO; or (vi) the occurrence of a Change of Control which results in a reduction or diminution in the position, title and responsibilities of Executive with the surviving company. For the avoidance of doubt, the Board’s consultation with Company personnel with respect to any matter shall not be deemed a “change in the reporting structure of or to Executive” for purposes of the definition of “Good Reason” in clause (v) of this paragraph.

(g)“Notice of Termination” means the prior written notice of termination of the Executive’s employment by either Executive or the Company.

(h)“Termination Date” means the effective date of termination of the Executive’s employment and this Agreement, and which constitutes a “separation from service” for purposes of Section 409A, other than any surviving provisions.

6.2By the Company. The Company may terminate the employment of the Executive during the Term by delivery of a Notice of Termination or decide not to renew this Agreement by delivery of a Notice of Non-Renewal to the Executive.

(a)If the Company terminates the Executive’s employment for Cause, then the Notice of Termination may provide for an immediate Termination Date without a notice period, provided that the Executive has had the opportunity to address the Board pursuant to Section 6.2(a).

(b)If the Company terminates the Executive’s employment due to the Executive’s death, the Termination Date will be the date of the Executive’s death.

(c)If the Company terminates the Executive’s employment due to the Executive’s Disability, the Notice of Termination must provide a Termination Date that is at least ten days after the Executive has been determined to be Disabled.

(d)If the Company decides not to renew this Agreement, then the Notice of Non-Renewal must have been provided to the Executive at least ninety (90) days before the end of the Initial Employment Term or current Renewal Term with a Termination Date of the last day of the Initial Employment Term or such Renewal Term.

(e)If the Company terminates the Executive’s employment without Cause, during the Term, then the Notice of Termination must provide an Advance Notice Period, during which period the Executive’s employment and performance of services will continue; provided, however, that the

Company may, upon notice to the Executive and without reducing compensation during the Advance Notice Period, excuse the Executive from any or all of his duties during any Advance Notice Period.

6.3By the Executive. The Executive may terminate his employment by delivery of a Notice of Termination to the Company.

(a)If the Executive terminates his employment for Good Reason, the Executive must provide a Notice of Termination to the Company within ninety (90) days of when the existence of a Good Reason condition first arose, with a Termination Date that is at least thirty (30) days in the future from the date of such notice, in order to permit the Company at least thirty (30) days to cure the condition, if such condition can be cured. The Executive’s employment will terminate on the Termination Date specified in the Notice of Termination if (i) the Company does not cure the condition during such thirty (30)-day cure period (or earlier date that the Company notifies the Executive that it will not cure the condition) and (ii) the Executive does not rescind such termination prior to the Termination Date.

(b)If the Executive decides not to renew this Agreement, then the Notice of Non-Renewal must have been provided to the Company at least ninety (90) days before the end of the Initial Employment Term or current Renewal Term with a Termination Date of the last day of the Initial Employment Term or such Renewal Term.

(c)If the Executive terminates his employment without Good Reason, then the Executive’s Notice of Termination must provide at least ninety (90) days notice, during which period the Executive’s employment and performance of services will continue; provided, however, that the Company may, upon notice to the Executive and without reducing compensation during the ninety (90) day period, excuse the Executive from any or all of his duties during any ninety (90) day period.

7.TERMINATION PAYMENTS AND BENEFITS

In the event Executive’s employment with the Company is terminated, all compensation and benefits set forth in this Agreement will terminate as of the Termination Date except as specifically provided in this Section 7:

7.1Termination by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, Executive shall forfeit any unvested Company Awards as defined in Section 7.2(g) below, and the Company shall:

(a)Pay his Base Salary through the Termination Date;

(b)Provide the Executive with all benefits and payments that are accrued but unpaid as of the Termination Date in accordance with this Agreement or the applicable benefit plans and programs of the Company, and

(c)Thereafter, the Company shall have no further obligation to make payments to the Executive hereunder.

7.2Termination by the Company without Cause, by the Executive with Good Reason, or Due to Non-Renewal by the Company. In the event the Executive’s employment is terminated by the

Company without Cause, by the Executive with Good Reason, or due to non-renewal by the Company, in addition to the payments described in Section 7.1(a) and (b) above, the following shall apply:

(a)The Company shall pay the Executive an amount equal to the sum of two times (or, if such termination of employment is within twenty-four months following a Change of Control, three times) his annual Base Salary (as in effect as of his Termination Date) in a single, lump sum payment (“Severance Payment”);

(b)The Company shall pay an amount equal to two times (or, if such termination of employment is within twenty-four months following a Change of Control, three times) his target Annual Bonus in accordance with Section 4.2 in a single, lump sum payment less applicable withholdings;

(c)The Company shall pay Executive his prorated Annual Bonus for the fiscal year in which the termination occurs in an amount equal to the Executive’s then applicable Annual Bonus target percentage multiplied by the Executive’s then applicable Base Salary multiplied by a fraction, the numerator of which is the number of days in the fiscal year beginning on the first day of the fiscal year through and including the Termination Date and the denominator of which is three hundred sixty five (365), which payment will be made less applicable withholdings; and

(d)The Company shall pay a lump sum cash payment in an amount equal to the monthly COBRA premium that the Executive would be required to pay to continue his Company-provided group health coverage as in effect on the date of his termination for himself and his eligible dependents, multiplied by twenty-four (24) (or, thirty-six (36) if such termination of employment is within twenty-four months following a Change of Control), which payment will be made less applicable withholdings and regardless of whether the Executive elects COBRA continuation coverage within 60 days of the Termination Date.

(e)Unless otherwise provided in this Agreement, the Company shall provide the Executive with all benefits expressly available upon termination of employment in accordance with the plans and programs of the Company applicable to the Executive on the Termination Date (but without duplication of any benefits or payments otherwise provided for hereunder).

(f)The Company’s obligation to make any payments set out in Section 7.2 shall be contingent upon the Executive first executing a general release concerning the Executive’s employment in form and substance reasonably acceptable to the Company and the Executive, within forty-five (45) days following the Termination Date and not revoking such release during the seven (7)-day revocation period following execution of the release (“Release Consideration Period”). The Company shall pay any amounts due to be paid to the Executive under Section 7.2 within thirty (30) days after the release becomes fully effective. If the Release Consideration Period extends into the calendar year following the date of termination of employment, then any amounts due to be paid to the Executive under Section 7.2 shall not be made until the later calendar year regardless of when the release becomes effective.

(g)Executive’s current and future awards under the LTIP and special awards made outside of the LTIP (collectively “Company Awards” and individually, a “Company Award”) shall be subject to the following in the event that Executive’s employment is terminated by the Company without Cause, by the Executive with Good Reason, or due to non-renewal by the Company:

(i)Any Company Award made after the effective date of this Agreement (“Future Awards”) shall upon the Termination Date receive continued vesting as though Executive remained employed by the Company during the entire vesting period,

in accordance with their terms with such awards considered earned as of the Termination Date but remaining subject to any performance criteria based on actual performance at the end of the applicable performance period. With respect to Future Awards, any outstanding options will vest immediately and the Executive shall be entitled to exercise these options for a period of six (6) months following the Termination Date;

(ii)Any Company Awards made in August 2023 and August 2024 shall continue to vest in accordance with their terms, notwithstanding Executive’s termination of employment, other than the options granted in August 2024, which will vest immediately and the Executive shall be entitled to exercise these options for a period of six (6) months following the Termination Date;

(iii)Regarding any Company Award made in August 2025, PSUs shall be entitled to prorated vesting based on the number of days employed in the performance period, with any awards remaining subject to performance criteria to be earned based on actual performance at the end of the applicable performance period, and RSUs shall vest immediately upon the Termination Date; and

(iv)Any existing unvested special awards made outside of the LTIP shall vest immediately upon the Termination Date.

7.3Termination Due to Non-Renewal by the Executive: In the event the Executive’s employment is terminated due to the Non-Renewal by the Executive by Notice of Non-Renewal pursuant to Section 6.3, the following shall apply:

(a)If the Executive remains employed by the Company during the entire Initial Employment Term, provides an Advanced Notice Period to the Company in advance of Executive’s non-renewal and intent to resign, and supports the CEO transition process by assisting the Company and Board in identifying a successor or interim CEO, who is approved by the Board at the time of the Executive’s termination, this shall be deemed a “qualifying retirement.” If the Board has not approved of a successor or interim CEO by the end of the Advanced Notice Period, then the Advanced Notice Period shall be extended for a period of time not to exceed ninety (90) days (Extended Advanced Notice Period) until a successor or interim CEO is approved by the Board. At the end of the Extended Advanced Notice Period, either by the approval of a successor or interim CEO by the Board, or by the ninetieth (90th) day following the Advanced Notice Period if no successor or interim CEO has been approved by the Board, the Executive’s non-renewal shall be deemed a “qualifying retirement.” If the conditions set out in the preceding sentences of Section 7.3(a) are met and contingent upon Executive’s compliance with the non-compete and non-solicitation obligations in Section 9 below for a period of one-year, Executive shall be entitled to continuing vesting of any Company Award as though Executive remained employed by Company during the entire vesting period, with any such awards remaining subject to performance criteria to be earned based on actual performance at the end of the applicable performance period and any options will vest immediately and the Executive will be entitled to exercise these options for a period of six (6) months following the Termination Date. The Company shall pay Executive’s Annual Bonus for the preceding fiscal year in accordance with Section 4.2 to the extent not yet paid at the time of non-renewal. Company will pay executive a pro-rated Annual Bonus based on the number of days he was employed in the current fiscal year as compared to the number of days in that year.

(b)If the Executive remains employed by the Company during the entire Initial Employment Term, provides less than an Advanced Notice Period but not less than ninety (90) days’

notice to the Company in advance of Executive’s non-renewal and intent to resign, or does not support the CEO transition process by assisting the Company and Board in identifying a successor or interim CEO, , and contingent upon Executive’s compliance with the non-compete and non-solicitation obligations in Section 9 below for a period of one-year, the Executive shall be entitled to prorated vesting of any Company Award based on the number of days employed in the vesting or performance period as compared to the number of days in the entire vesting period, with any awards remaining subject to performance criteria to be earned based on actual performance at the end of the applicable performance period. The Company shall pay Executive’s Annual Bonus for the preceding fiscal year in accordance with Section 4.2 to the extent not yet paid at the time of non-renewal.

(c)If the Executive provides notice of non-renewal and intent to resign prior to the conclusion of the Initial Employment Term, the Executive shall forfeit all unvested Company Awards. The Company shall pay Executive’s Annual Bonus for the preceding fiscal year in accordance with Section 4.2 to the extent not yet paid at the time of non-renewal.

7.4Termination of Executive Due to Death or Disability. In the event the Executive’s employment is terminated due to the Executive’s death or Disability, in addition to the payments described in Section 7.1 (a) and (b) above, the following shall apply:

(a)The Company shall pay Executive’s Annual Bonus for the preceding fiscal year in accordance with Section 4.2 to the extent not yet paid;

(b)The Company shall provide the Executive, his estate or personal representative with all benefits expressly available upon termination of employment in accordance with the plans and programs of the Company applicable to the Executive on the Termination Date (but without duplication of any benefits or payments otherwise provided for hereunder); and

(c)Executive’s Company Awards, to the extent then vested, shall remain vested in accordance with their terms and any unvested Company Awards shall continue to vest as though Executive remained employed by Company during the entire vesting period in accordance with the terms of any award and any options will vest immediately and the Executive’s estate will be entitled to exercise these options for a period of six (6) months following the Termination Date.

8.PROTECTION OF CONFIDENTIAL INFORMATION

The Company has provided to Executive prior to the date of this Agreement, the Executive is in possession of, and the Company will, on an ongoing basis during the term of this Agreement, provide to Executive (or provide the Executive with access to), Confidential Information which the Executive did not or would not have access to or knowledge of before such Confidential Information was provided or made accessible to Executive by the Company. “Confidential Information” means all confidential or proprietary information that relates to the business, technology, manner of operation, suppliers, customers, finances, investors, prospective investors, technical data, engineering data, project specifications and studies, employees, or business plans, proposals or practices of the Company or its subsidiaries (if any), and includes, without limitation, the identities of the Company’s suppliers, investors, prospective investors, customers and prospective customers, the Company’s business plans and proposals, marketing plans and proposals, technical plans and proposals, research and development, budgets and projections, and nonpublic financial information. Excluded from the definition of Confidential Information is (i) information that is or becomes generally known to the public, other than through the breach of this Agreement by the Executive and (ii) industry practices, standards and general operational

procedures. For this purpose, information known or available generally within the trade or industry of the Company shall be deemed to be generally known to the public.

8.1Non-Disclosure of Confidential Information: The Executive understands and agrees that Confidential Information will be considered the trade secrets of the Company and will be entitled to all protections given by law to trade secrets and that the provisions of this Agreement apply to every form in which Confidential Information exists, including, without limitation, written or printed information, films, tapes, computer disks or data, or any other form of memory device, media or method by which information is stored or maintained. The Executive acknowledges that in the course of employment with the Company, he has received and may receive Confidential Information of the Company. The Executive further acknowledges that Confidential Information is a valuable, unique and special asset belonging to the Company. For these reasons, and except as otherwise directed by the Company, the Executive agrees, during his employment, and at all times after the termination of his employment with the Company, that he will not disclose or disseminate to anyone outside the Company, nor use for any purpose other than as required by his work for the Company, nor assist anyone else in any such disclosure or use of, any Confidential Information.

8.2Return of Company Property and Information: Upon the Company’s request at any time and for any reason, the Executive shall immediately (to the extent practicable) deliver to the Company all materials (including all soft and hard copies) in the Executive’s possession to the extent they contain, reflect or substantially relate to Confidential Information. The Executive shall not retain any originals or copies, in electronic or printed form, of any documents or materials related to the Company’s business that the Executive came into possession of or created as a result of the Executive’s employment at the Company and Executive may be asked to certify in writing that he has not retained any such Confidential Information prior to the payment of any amounts pursuant to Section 7. The Executive acknowledges that such information, documents and materials are the exclusive property of the Company.

8.3Applicability: This Section 8 will survive the termination of this Agreement and the Executive’s employment with the Company. The covenants contained in this Section 8 are made by the Executive in consideration for (i) the Company’s promise to provide Confidential Information to the Executive, (ii) the substantial economic investment made by Company in the Confidential Information and (iii) the compensation and other benefits afforded by Company to the Executive.

9.NONCOMPETITION AND NONSOLICITATION

9.1Applicability. This Section 9 will survive the termination of this Agreement and the Executive’s employment with the Company. The covenants contained in this Section 9 are made by the Executive in consideration for (i) the Company’s promise to provide Confidential Information to the Executive, (ii) the substantial economic investment made by Company in the Confidential Information and (iii) the compensation and other benefits afforded by the Company to the Executive. To protect the Company’s Confidential Information, the Executive agrees that it is necessary to enter into the following restrictive covenants. The Executive agrees that these covenants are ancillary to the enforceable promises between Company and the Executive in Section 8.

9.2Definitions.

(a)“Competitive Business” means any business that is engaged in, has made a final investment decision for, or is seeking funding, permits or regulatory approvals for, (i) the development, construction and operation of a new, or an expansion of an existing, facility for the exportation from the United States of liquefied natural gas or (ii) any phase of such a liquefied natural gas development or

expansion project described in (i) that involves the siting, design or construction of facilities for the production and export from the United States of liquefied natural gas by such business.

(b)“Developments” means all inventions, modifications, discoveries, designs, developments, improvements, processes, software programs, works of authorship, documentation, formulae, data, techniques, know-how, trade secrets or intellectual property rights or any interest therein to the extent relating to the business of the Company.

(c)“Restricted Period” means the period commencing on the Effective Date and ending on the eighteen-month anniversary of the Termination Date.

(d)“Solicitation” means, directly or indirectly, individually or as a consultant to, or as an employee, officer, director, stockholder, partner or other owner or participant of, any entity, (i) the solicitation of, inducement of, or attempt to induce, any employee, agent or consultant of the Company to leave the employ of, or stop providing services to, the Company; or (ii) the offering or aiding another to offer employment to, or interfering or attempting to interfere with the Company’s relationship with, any employees or consultants of the Company.

9.3Noncompetition. The Executive agrees that (i) during the Restricted Period, other than in connection with his duties under this Agreement, he will not, without the prior written consent of the Company, directly or indirectly, engage in any employee, managerial, consulting, advisory or similar activities for or for the benefit of a Competitive Business and (ii) during the Restricted Period, other than ownership in the Company, he will not own, directly or indirectly, a Competitive Business or any interest therein. Notwithstanding the foregoing, the Executive shall be permitted during the Restricted Period to own, directly or indirectly, securities of any organization or entity, which are traded on any national securities exchange if the Executive is not the controlling shareholder, or a member of a group that controls such organization or entity, and directly or indirectly, does not own five (5) percent or more of any class of securities of such organization or entity. Notwithstanding the foregoing, after the Term (including during the balance of Restricted Period), the Executive may be employed by or provide services to any (i) third-party service provider to the LNG industry, such as an EPC company, or (ii) any organization who engages in a Competitive Business but its primary line of business is not a Competitive Business if and for so long as he does not engage in or provide information or assistance to the Competitive Business line of business.

9.4Nonsolicitation. During the Restricted Period, other than in connection with his duties under this Agreement, the Executive will not engage in or attempt to engage in any Solicitation; provided that Solicitation will not be considered to have occurred by the general advertising for or hiring of any employee by entities with which the Executive is associated, as long as he does not (a) directly or indirectly contact such employee prior to his departure from the Company or during the balance of the Restricted Period regarding such employee’s employment with such entities, or (b) in the case of hiring such employee, control such entity or have any input in the decision to hire such employee. Responding to reference requests shall not be considered a Solicitation. For avoidance of doubt, for the purposes of this Section 9.4, (i) “employee” shall not include any employee of the Company that has not been employed by the Company for a period of at least thirty (30) days, and (ii) Solicitation will be not be considered to have occurred with respect to any agent of consultant to the Company merely because such agent or consultant is retained by such entity or entities.

9.5Ownership of Intellectual Property.

(a)All Developments made by the Executive, either alone or in conjunction with others, at any time or at any place during the Executive’s employment with the Company, whether or not reduced

to writing or practice during such period of employment, which relate to the business in which the Company is engaged or, to the knowledge of the Executive, in which the Company has taken material actions in order to prepare to engage, shall be and hereby are the exclusive property of the Company without any further compensation to the Executive. In addition, without limiting the generality of the prior sentence, all Developments which are copyrightable work by the Executive are intended to be “work made for hire” as defined in Section 101 of the Copyright Act of 1976 and shall be and hereby are the property of the Company.

(b)The Executive shall promptly disclose any material Developments to the Company. If any Development is not the property of the Company by operation of law, other provisions of this Agreement or otherwise, the Executive will, and hereby does, assign to the Company all right, title and interest in such Development, without further consideration, and will assist the Company and its nominees in every way, at the Company’s expense, to secure, maintain and defend the Company’s rights in such Development. The Executive shall sign all instruments necessary for the filing and prosecution of any applications for, or extension or renewals of, letters patent (or other intellectual property registrations or filings) of the United States or any foreign country which the Company desires to file and relates to any Development.

(c)During the Term, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as such Executive’s agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and shall survive the Executive’s death or incapacity), to act for and in the Executive’s behalf to execute and file any such applications, extensions or renewals and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, other intellectual property registrations or filings, or such other similar documents with the same legal force and effect as if executed by the Executive.

9.6Tolling. If an arbitrator determines that the Executive has violated Section 9.3 or 9.4, the Restricted Period as to that particular section will be tolled for the time period of non- compliance as specifically determined by the arbitrator.

9.7Equitable Relief: The Executive acknowledges that (i) the provisions of this Section 9 are essential to the Company; (ii) that the Company would not enter into this Agreement if it did not include this Section 9; and (iii) that damages sustained by the Company as a result of a breach of this Section 9 cannot be adequately remedied by monetary damages. Furthermore, the Executive agrees that the Company, notwithstanding any other provision of this Agreement, and in addition to any other remedy it may have under this Agreement, or at law, will be entitled to injunctive and other equitable relief to prevent or curtail any breach of this Section 9.

9.8Contingent upon Compliance. The restrictive covenants imposed on Executive in this Agreement following any Termination Date shall be operable and effective only if the Company is in material compliance with its obligations under Section 7 and Section 10. In the event the Executive materially breaches any of his obligations under Section 9.4, then in addition to any other rights and remedies to which the Company is otherwise entitled, the Executive shall promptly pay to the Company any Severance Payment previously made to the Executive pursuant to Section 7.2.

10.Indemnification and D&O Insurance

10.1Indemnification. The Company shall, to the maximum extent not prohibited by law, indemnify, defend and hold Executive harmless if Executive is made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company to procure a judgment in its favor

(collectively, a “Proceeding”), by reason of the fact that Executive is or was a director or officer of the Company or an affiliate, or is or was serving in any capacity at the request of the Company for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees and disbursements) paid or incurred in connection with any such Proceeding (collectively, “Losses”) incurred by the Executive provided that the Executive acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and provided further that the omission, act or conduct that was the basis for, or otherwise caused, the Losses did not constitute gross negligence, willful misconduct or fraud on the part of the Executive or its agent. The rights conferred upon Executive pursuant to this Section shall (i) not be deemed exclusive of any other rights which Executive may now or hereafter have under any law, bylaw, constituency document, agreement, vote of stockholders or disinterested directors or otherwise; (ii) continue as to Executive after Executive has ceased to be a director, officer, or employee of the Company and shall inure to the benefit of the heirs, executors and administrators of Executive’s estate; and (iii) be enforceable by Executive in any court of competent jurisdiction. The burden of proving that such indemnification or reimbursement or advancement of expenses is not appropriate shall be on the Company.

10.2D&O Insurance. The Company shall purchase and maintain director and officer liability insurance throughout the term of this Agreement which covers Executive such terms and providing such further coverage as the Board determines is appropriate and the Executive shall be covered by such insurance on the same basis as the other officers of the Company and the Board of Directors.

11.FORM OF NOTICE

All notices given hereunder shall be given in writing, shall specifically refer to this Agreement and shall be personally delivered or sent by telecopy or other electronic facsimile transmission or by registered or certified mail, return receipt requested, at the address set forth below or at such other address as may hereafter be designated by notice given in compliance with the terms hereof:

If to Executive: Mr. Matthew K. Schatzman

***

If to the Company: NextDecade Corporation

1000 Louisiana Street,

Suite 3300

Houston, Texas, USA 77002

Attention: General Counsel

If notice is mailed, such notice shall be effective upon mailing, or if notice is personally delivered or sent by electronic facsimile transmission, it shall be effective upon receipt.

12.ASSIGNMENT

This Agreement and all rights under this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees, successors and assigns. Nothing in this Agreement shall be construed to confer any right, benefit or remedy upon any person that is neither a party hereto nor a personal or legal representative, executor, administrator, heir, distributee, devisee, legatee, successor or assign of a party hereto. This Agreement is personal in nature, and none of the

parties to this Agreement shall, without the written consent of the others, assign or transfer this Agreement or anyone or more of its rights or obligations under this Agreement to any other person or entity, except that the Company may assign its rights and delegate its obligations under this Agreement to any entity that acquires all or substantially all of its business, whether by sale of assets, merger or like transaction, provided such other person or entity expressly agrees to the enforceability of the terms and conditions hereunder against such other person or entity, as successor to the Company. If the Executive should die while any amounts are still payable, or any benefits are still required to be provided, to the Executive hereunder, all such amounts or benefits, unless otherwise provided herein, shall be paid or provided in accordance with the terms of this Agreement to the Executive’s devisee, legatee or other designee or, if there be no such person, to the Executive’s estate.

13.WAIVERS

No delay or failure by any party hereto in exercising, protecting or enforcing any of its rights, titles, interests or remedies under this Agreement, and no course of dealing or performance with respect thereto, will constitute a waiver thereof. The express waiver by a party hereto of any right, title, interest or remedy in a particular instance or circumstance will not constitute a waiver thereof in any other instance or circumstance. All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

14.AMENDMENTS IN WRITING

No amendment, modification, waiver, termination or discharge of any provision of this Agreement, nor consent to any departure therefrom by either party, will in any event be effective unless the same is in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and the Executive. Each amendment, modification, waiver, termination or discharge will be effective only in the specific instance and for the specific purpose for which given. No provision of this Agreement will be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and the Executive.

15.APPLICABLE LAW; DISPUTE RESOLUTION

15.1Governing Law. This Agreement will in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Texas, without regard to any rules governing conflict of laws of the laws of any jurisdiction other than the State of Texas.

15.2Arbitration. Any controversy or claim arising out of or in relation to this Agreement, the Executive’s employment relationship with the Company or the termination hereof or thereof (including, but not limited to, any claims of breach of contract, wrongful termination or age, sex, race, disability or other discrimination) shall be resolved by confidential, binding arbitration, to be held in Houston, Texas, administered by the American Arbitration Association under its Employment Arbitration Rules and judgment upon the award rendered by a single arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either the Company or the Executive may apply to

any court of competent jurisdiction seeking an equitable remedy to enforce this Section 15.2 or injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved.

16.COMPLIANCE WITH SECTION 409A.

16.1The Company intends that this Agreement shall comply with Section 409A and shall be interpreted, operated and administered accordingly. Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company the Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations or Treasury guidance issued thereunder (“Section 409A”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the payments to which Executive would otherwise be entitled during the first six months following his termination of employment shall be deferred and accumulated (without any reduction in such payments ultimately paid or provided to the Executive) for a period of six months from the date of termination of employment and paid in a lump sum on the first day of the seventh month following such termination of employment (or, if earlier, the date of the Executive’s death), and (ii) if any other payments of money or other benefits due to Executive hereunder would cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. The Company intends that this Agreement shall comply with Section 409A and shall be interpreted, operated and administered accordingly.

16.2Each installment payment or other payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A. To the extent that it is reasonably determined by the Company and Executive that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. The Company reserves the right to amend the Agreement as it considers necessary or advisable to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax.

17.SECTION 280G MATTERS

If any payment or payments required by this Agreement would otherwise constitute a parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and but for this Section would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), Executive shall either: (i) pay the Excise Tax, or (ii) have the benefits reduced to such lesser extent as would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section, including whether any payment is subject to an Excise Tax and, if so, the amount of any reduction required hereunder, shall be made by a nationally recognized United States public accounting firm selected by the Company (the “Accountants”). For purposes of making the calculations required by

this Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Accountants shall provide their determination in writing and provide detailed supporting calculations to the Company and the Employee upon request. The Company shall bear all costs that the Accountants may reasonably incur in connection with any calculations and determination contemplated by this Section.

18.SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable under applicable law, for any reason, including, without limitation, the duration of such provision, its geographical scope or the extent of the activities prohibited or required by it, then, to the full extent permitted by law (i) all other provisions will remain in full force and effect and will be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (ii) such invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of any other provision hereof, and (iii) any court or arbitrator having jurisdiction thereover shall (and will have the power to) reform such provision to the extent necessary for such provision to be enforceable under applicable law.

19.COUNTERPARTS

This Agreement, and any amendment or modification entered into pursuant to Section 13 hereof, may be executed in any number of counterparts (including facsimile or electronically transmitted portable document (.pdf) counterparts), each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, will constitute one and the same instrument; provided that fax or electronically transmitted signatures of this Agreement shall be deemed the same as delivery of an original. Counterpart signatures need not be on the same page and shall be deemed effective upon receipt. At the request of either party, the parties will confirm fax or electronically transmitted signature pages by signing a duplicate original document.

20.NO CONFLICTING AGREEMENTS

The Executive represents and warrants to the Company that the Executive is not a party to or bound by any confidentiality, noncompetition, non-solicitation, employment, consulting or other agreement or restriction which could conflict with, or be violated by, the performance of the Executive’s duties to the Company or obligations under this Agreement.

21.ENTIRE AGREEMENT

This Agreement on and as of the date hereof constitutes the entire agreement between the Company and the Executive relating to employment of the Executive with the Company, and supersedes and cancels any and all previous or contemporaneous contracts (including the Prior Agreement), arrangements or understandings, whether oral or written between the Company and the Executive relating to his employment with or termination from the Company.

The next page is the signature page.

IN WITNESS WHEREOF, the parties have executed and entered into this Agreement with effect as set forth above.

EMPLOYEE:

By: /s/ Matthew K. Schatzman

Matthew K. Schatzman

Date: April 15, 2026

NEXTDECADE CORPORATION

By: /s/ Vera de Gyarfas

Name: Vera de Gyarfas

Title: General Counsel and Corporate Secretary

Date: April 15, 2026

Document

Exhibit 10.2

NextDecade Corporation

Director Compensation Policy

Effective May 20, 2026

Members of the Board of Directors (the “Board”) of NextDecade Corporation (the “Company”) who are not employees of the Company or any subsidiary of the Company and who are not appointed to the Board pursuant to any agreement or arrangement with the Company (“Covered Directors”) shall be paid the following amounts in consideration for their services on the Board. Each Covered Director will be solely responsible for any tax obligations incurred by such Covered Director as a result of the cash and equity payments such Covered Director receives under this Policy.

Annual Compensation

Cash Compensation

Annual Cash Retainer for each Covered Director. Each Covered Director shall be paid an annual cash retainer of $115,000 (an “Annual Cash Retainer”). Each Covered Director may elect to receive all or any portion of the Annual Cash Retainer in the form of shares of restricted stock by delivering written notice to the Company by January 15 of a given calendar year or in connection with such Covered Director’s appointment to the Board. Such election shall be irrevocable and shall continue for such calendar year. Any portion of the Annual Cash Retainer elected by such Covered Director to be paid in shares of restricted stock (such payment, an “Elective Stock Award”) shall be awarded pursuant to and in compliance with the Company’s 2017 Omnibus Incentive Plan (as amended from time to time and including any successor thereto, the “Plan”) on the same date(s) (the “Award Grant Date”) as the Stock Award described below. The number of shares of restricted stock subject to an Elective Stock Award shall equal (i) the dollar amount of the Annual Cash Retainer elected by such Covered Director to be paid in shares of restricted stock divided by (ii) the closing price of the Company’s common stock on the Nasdaq Capital Market (“Nasdaq”) on the Award Grant Date or, if the Award Grant Date is not a trading day, then the last trading day occurring prior to the Award Grant Date.

Additional Annual Cash Compensation Payable for each Covered Director Committee Chairperson (“Chairperson Cash Compensation”):

•Audit Committee: $20,000

•Compensation Committee: $17,500

•Each Other Standing Committee: $15,000

All Annual Cash Retainers and Chairperson Cash Compensation shall be prorated for partial years of service.

There are no per-meeting attendance fees for Covered Directors for attending Board meetings.

Equity Compensation

Each year, each Covered Director will be granted, in one or more installments, shares of restricted stock in consideration for such Covered Director’s services on the Board (each, an “Annual Stock Award” and, together with Elective Stock Awards, “Stock Awards”) pursuant to and in compliance with the Plan. The number of shares of restricted stock subject to an Annual Stock Award shall equal (i) $160,000 divided by (ii) the closing price of the Company’s common stock on Nasdaq on January 31 of such calendar year, unless determined otherwise by the Compensation Committee (the “Award Grant Date”), or, if the Award Grant Date is not a trading day, then the last trading day occurring prior to the Award Grant Date.

Stock Awards for Covered Directors whose terms of service begin mid-calendar year shall be prorated based on actual days of service on the Board for such calendar year. Stock Awards shall vest January 31st of the year following the Award Grant Date; provided, however, that in the event a Covered Director ceases to serve on the Board and was in good standing, in the determination of the Compensation Committee, as of the last day of such Board service (the “Board End Date”), the Annual Stock Award for the calendar year in which the Board End Date occurs shall vest on the Board End Date. The remaining terms and conditions of each Stock Award, including vesting terms and transferability, will be as set forth in the Company’s standard award agreement, in the form adopted from time to time by the Board or the Compensation Committee

Expense Reimbursement

Each director of the Company, including Board observers, shall be entitled to receive reimbursement of all reasonable out-of-pocket expenses incurred in connection with attending meetings of the Board. Such reimbursement is in addition to the compensation provided for under this Policy.

Section 409A

This Policy is intended to comply with, or otherwise be exempt from, Section 409A, and, accordingly, to the maximum extent permitted, the Policy shall be interpreted and administered consistent with such intention.

Revisions

The Board may amend, alter, suspend or terminate this Policy at any time and for any reason. No amendment, alteration, suspension or termination of this Policy will materially impair the rights of a member of the Board with respect to compensation that already has been paid or earned, if applicable, unless otherwise mutually agreed between such member and the Company. Termination of this Policy will not affect the Board’s or the Compensation Committee’s ability to exercise the powers granted to it under the Plan with respect to equity awards granted under the Plan pursuant to this Policy prior to the date of such termination.

Document

Exhibit 10.4

CREDIT AGREEMENT

dated as of June 17, 2026

among

RIO GRANDE LNG INTERMEDIATE HOLDCO BORROWER, LLC,
as the HoldCo Borrower,

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the HoldCo Administrative Agent,

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the HoldCo Collateral Agent, and

THE HOLDCO LENDERS PARTY TO THIS AGREEMENT FROM TIME TO TIME

TABLE OF CONTENTS

1.1. Defined Terms 1

1.2. Principles of Interpretation 1

1.3. UCC Terms 3

1.4. Accounting and Financial Determinations 3

1.5. Divisions 3

2. LOAN COMMITMENTS AND BORROWING 3

2.1. HoldCo Commitments 3

2.2. Notice of HoldCo Loan Borrowing 4

2.3. Borrowing of HoldCo Loans 4

2.4. Termination, Reduction, and Reallocation of HoldCo Commitments 4

2.5. Account of HoldCo Loans; Register 5

3. REPAYMENTS, PREPAYMENTS, INTEREST, AND FEES 6

3.1. Repayment of HoldCo Loans 6

3.2. Interest Payment Dates 6

3.3. Interest Rate 6

3.4. PIK Interest 7

3.5. Post-Maturity Interest Rates; Default Interest Rates 7

3.6. Computation of Interest and Fees 8

3.7. Optional Prepayment 8

3.8. Mandatory Prepayment 9

3.9. Time and Place of Payments; Notice of Mandatory Prepayment Events; Declined Proceeds 10

3.10. Borrowings and Payments Generally 11

3.11. Fees 12

3.12. Pro Rata Treatment 12

3.13. Sharing of Payments 12

4. TAX PROVISIONS 13

4.1. Obligation to Mitigate 13

4.2. Taxes 14

5. REPRESENTATIONS AND WARRANTIES 19

5.1. General 19

5.2. Disclosure 20

5.3. Good Standing of the HoldCo Borrower; Power and Authority 20

5.4. Subsidiaries 21

5.5. Corporate Structure; Ownership of Shares of Subsidiaries 21

5.6. Authorization of Agreement 21

5.7. Absence of Further Requirements 21

5.8. Title to Property 22

5.9. Absence of Defaults and Conflicts Resulting from Transaction 22

5.10. Absence of Existing Defaults and Conflicts 22

5.11. Possession of Licenses and Permits 23

5.12. Absence of Labor Dispute 23

5.13. Possession of Intellectual Property 23

5.14. Environmental Laws 24

5.15. Statistical and Market-Related Data 25

5.16. Litigation 25

5.17. Financial Statements; Material Liabilities 25

5.18. No Material Adverse Change in Business 25

5.19. Investment Company Act 26

5.20. Regulations T, U, X 26

5.21. Anti-Corruption Laws, Anti-Terrorism and Money Laundering Laws 26

5.22. Sanctions 26

5.23. Taxes 27

5.24. Insurance 27

5.25. ERISA 27

5.26. Material Project Documents 28

5.27. Solvency 28

5.28. HoldCo Security Documents 28

5.29. HoldCo Secured Debt 29

5.30. Indebtedness; Liens 29

5.31. Accounts 29

5.32. Accounting Controls 29

5.33. HoldCo Financing Documents 30

6. CONDITIONS PRECEDENT 30

6.1. Conditions to Closing Date 30

6.2. Conditions to Borrowing Date 32

7. COVENANTS 32

7.1. Distributions 32

7.2. Use of Proceeds 33

7.3. Incurrence of Indebtedness 34

7.4. Maintenance of Liens 35

7.5. Maintenance of Ratings 35

7.6. Insurance 35

7.7. [Reserved] 35

7.8. Books, Records and Inspections; Accounting and Audit Matters 35

7.9. Sanctions 36

7.10. Accounts 36

7.11. Limitation on Formation of Controlled Subsidiaries 36

7.12. Consolidated Historical DSCR 36

7.13. Merger, Consolidation, or Sale of Assets 37

7.14. Maintenance of Existence, Etc. 37

7.15. Taxes 37

7.16. Compliance with Government Rules, Etc. 38

7.17. Separateness 38

7.18. Nature of Business 38

7.19. Fundamental Changes 38

7.20. Transactions with Affiliates; Settlements 39

7.21. Project Financing Entity Covenants 39

7.22. GAAP 41

7.23. Margin Stock 41

7.24. Anti-Layering 41

7.25. ERISA 42

7.26. Accounts Control 42

7.27. RG Facility Entities 42

8. REPORTING COVENANTS 42

8.1. Reports 42

8.2. Compliance Certificate 45

9. EVENTS OF DEFAULT 45

iii

9.1. Non-Payment of HoldCo Secured Obligations 45

9.2. Cross-Acceleration 46

9.3. Breaches of Covenant 46

9.4. Breaches of Representations and Warranties 46

9.5. Bankruptcy 47

9.6. Liens 47

9.7. Litigation 47

9.8. Illegality or Unenforceability 47

9.9. Project Events of Default 47

9.10. Designated Offtake Agreements; Major Project Documents 48

9.11. Required Export Authorizations; Major Government Approvals 48

9.12. ERISA Events 49

9.13. Project Completion Date 49

9.14. Abandonment 49

10. REMEDIES 49

10.1. Acceleration Upon Bankruptcy 49

10.2. Acceleration Upon Other Event of Default 49

10.3. Action Upon Event of Default 50

10.4. Application of Proceeds 51

11. THE HOLDCO ADMINISTRATIVE AGENT 51

11.1. Appointment and Authority 51

11.2. Rights as a HoldCo Lender 52

11.3. Exculpatory Provisions 53

11.4. Reliance by HoldCo Administrative Agent 54

11.5. Delegation of Duties 55

11.6. Request for Indemnification by the HoldCo Lenders 55

11.7. Resignation or Removal of HoldCo Administrative Agent 55

11.8. No Amendment to Duties of HoldCo Administrative Agent Without Consent 57

11.9. Non-Reliance on HoldCo Administrative Agent and HoldCo Lenders 57

11.10. Copies 57

11.11. Erroneous Payments. 58

12. MISCELLANEOUS PROVISIONS 62

12.1. Amendments, Etc. 62

12.2. Entire Agreement 64

12.3. Governing Law; Jurisdiction; Etc. 64

12.4. Assignments 66

12.5. Benefits of Agreement 71

12.6. Costs and Expenses 71

12.7. Counterparts; Effectiveness 72

12.8. Indemnification 73

12.9. Interest Rate Limitation 76

12.10. No Waiver; Cumulative Remedies 76

12.11. Notices and Other Communications. 76

12.12. Patriot Act Notice 79

12.13. Payments Set Aside 79

12.14. Right of Setoff 79

12.15. Severability 80

12.16. Survival 80

12.17. Treatment of Certain Information; Confidentiality 80

12.18. Waiver of Consequential Damages, Etc. 82

12.19. Waiver of Litigation Payments 83

12.20. Reinstatement 83

12.21. No Recourse 83

12.22. Collateral and Intercreditor Agreement 84

12.23. Termination 84

12.24. No Fiduciary Duty 84

12.25. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. 85

12.26. Cashless Settlement. 85

12.27. Restricted Lenders 85

APPENDICES


Appendix I			-			Definitions

SCHEDULES


Schedule 1	-	Knowledge Parties
Schedule 2	-	Lenders, Commitments
Schedule 5.5	-	Subsidiaries; Ownership of Shares of Subsidiaries
Schedule 5.16	-	Litigation
Schedule 5.17	-	Financial Statements
Schedule 7.17	-	Separateness
Schedule 12.11	-	Notice Information

EXHIBITS


Exhibit A	-	Form of HoldCo Note
Exhibit B	-	Form of HoldCo Loan Borrowing Notice
Exhibit C-1	-	Form of Lender Assignment Agreement
Exhibit C-2	-	Form of Affiliated Lender Assignment Agreement
Exhibit D		Form of Cash Interest Election Notice
Exhibit E-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 E-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 E-3	-	Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes)
Exhibit E-4	-	Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes)
Exhibit F	-	Dutch Auction Procedures
Exhibit G	-	Base Case Forecast

This CREDIT AGREEMENT (this “Agreement”), dated as of June 17, 2026, is by and among:

(1) RIO GRANDE LNG INTERMEDIATE HOLDCO BORROWER, LLC, a Delaware limited liability company (the “HoldCo Borrower”);

(2) WILMINGTON TRUST, NATIONAL ASSOCIATION, as the HoldCo Administrative Agent;

(3) WILMINGTON TRUST, NATIONAL ASSOCIATION, as the HoldCo Collateral Agent; and

(4) each of the HoldCo Lenders from time to time party hereto;

each a “Party” and together the “Parties”.

WHEREAS:

(A)the HoldCo Borrower owns 100% of the OpCo Pledgor, the OpCo Pledgor directly owns 100% of the OpCo Borrower, and OpCo Borrower owns 100% interest in the P1 Project;

(B)the HoldCo Borrower has requested that the HoldCo Lenders establish a credit facility upon the terms and conditions set forth herein, pursuant to which the HoldCo Lenders will provide the HoldCo Loans;

(C)the HoldCo Borrower has granted certain security in the Collateral for the benefit of the HoldCo Secured Parties pursuant to the HoldCo Collateral Documents; and

(D)the HoldCo Lenders are willing to make the credit facility described herein available upon and subject to the terms and conditions hereinafter set forth.

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

1.DEFINITIONS AND INTERPRETATION

1.1.Defined Terms

Unless otherwise defined herein in Appendix I, capitalized terms used herein shall have the meanings provided in the Collateral and Intercreditor Agreement.

1.2.Principles of Interpretation

(a)In this Agreement, except to the extent specified to the contrary or where the context otherwise requires:

(i)the table of contents and headings are for convenience only and shall not affect the interpretation of this Agreement;

(ii)references to “Articles”, “Sections”, “Schedules”, “Exhibits”, and “Appendices” are references to sections of, and schedules, exhibits and appendices to, this Agreement;

|US-DOCS\171446403.25||

(iii)references to “assets” includes property, revenues, and rights of every description (whether real, personal, or mixed and whether tangible or intangible);

(iv)references to an “amendment” includes a supplement, replacement, novation, restatement, or re-enactment and “amended” is to be construed accordingly;

(v)references to any Government Rule includes any amendment or modification to such Government Rule, and all regulations, rulings, and other Government Rules promulgated under such Government Rule;

(vi)except where a document or agreement is expressly stated to be in the form “in effect” on a particular date, references to any document or agreement, including this Agreement, shall be deemed to include references to such document or agreement as amended, from time to time in accordance with its terms and (where applicable) subject to compliance with the requirements set forth herein;

(vii)references to any Party or party to any other document or agreement shall include its successors and permitted assigns;

(viii)words importing the singular include the plural and vice versa;

(ix)words importing the masculine include the feminine and vice versa;

(x)the words “include”, “includes”, and “including” are not limiting;

(xi)references to “days” shall mean calendar days, unless the term “Business Days” shall be used;

(xii)references to “months” shall mean calendar months and references to “years” shall mean calendar years;

(xiii)unless the contrary indication appears, a reference to a time of day is a reference to the time of day in New York, New York; and

(xiv)references to any credit rating of a Specified Rating Agency shall, to the extent the rating categories of the applicable Specified Rating Agency are modified following the Closing Date, be deemed to refer to the equivalent rating under the successor rating categories of the applicable Specified Rating Agency.

(b)This Agreement is the result of negotiations among, and has been reviewed by all parties hereto and their respective counsel. Accordingly, this Agreement shall be deemed to be the product of all parties hereto, and no ambiguity shall be construed in favor of or against any Party hereto.

(c)Unless a contrary intention appears, a term used in any notice given under or in connection herewith has the same meaning as in this Agreement.

1.3.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.

1.4.Accounting and Financial Determinations

Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, then such ratio or requirement shall be modified in a manner determined as soon as reasonably practicable and in good faith by the HoldCo Borrower and set forth in a written notice to the HoldCo Administrative Agent that preserves the original intent thereof in light of such change in GAAP.

1.5.Divisions

For all purposes under the HoldCo Financing Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws) (a) if any asset, right, obligation, or liability of any Person becomes the asset, right, obligation, or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

2.LOAN COMMITMENTS AND BORROWING

2.1.HoldCo Commitments

(a)Subject to the terms and conditions set forth herein, each HoldCo Lender, severally and not jointly, shall make HoldCo Loans to the HoldCo Borrower on the Borrowing Date, in an aggregate outstanding principal amount equal to 100% of such HoldCo Lender’s HoldCo Commitment.

(b)After giving effect to the making of any HoldCo Loans, the aggregate outstanding principal amount of all HoldCo Loans shall not exceed the Aggregate HoldCo Commitment.

(c)Proceeds of the HoldCo Loans shall be applied by the HoldCo Administrative Agent pursuant to a direction letter delivered by the HoldCo Borrower to the HoldCo Administrative Agent no later than 2:00 p.m., New York City time, on the Business Day prior to the Borrowing Date.

(d)HoldCo Loans repaid or prepaid may not be reborrowed.

2.2.Notice of HoldCo Loan Borrowing

(a)The HoldCo Borrower shall request the HoldCo Loan Borrowing by delivering to the HoldCo Administrative Agent and the HoldCo Collateral Agent a properly completed

Borrowing Notice no later than 2:00 p.m., New York City time, on the sixth Business Day before the Borrowing Date.

(b)The Borrowing Notice delivered pursuant to this Section 2.2 shall refer to this Agreement and specify:

(i)the amount of such requested HoldCo Loan Borrowing which shall be an amount equal to 100% of the Aggregate HoldCo Commitment; and

(ii)the requested date of the HoldCo Loan Borrowing which shall be a Business Day and the Borrowing Date.

(c)The currency specified in a Borrowing Notice must be Dollars.

(d)The HoldCo Administrative Agent shall promptly (and in any event on the same Business Day, or, if such Borrowing Notice is delivered to the HoldCo Administrative Agent later than 2:00 p.m., New York City time, on the following Business Day) notify each HoldCo Lender of any Borrowing Notice delivered pursuant to this Section 2.2, together with each such HoldCo Lender’s share of the requested HoldCo Loan Borrowing.

2.3.Borrowing of HoldCo Loans

Subject to Section 2.1 and the satisfaction of the conditions in Section 6.2, on the Borrowing Date, each HoldCo Lender shall make a HoldCo Loan in the amount of its HoldCo Commitment by wire transfer of immediately available funds to the HoldCo Administrative Agent, not later than 1:00 p.m., New York City time, and the HoldCo Administrative Agent shall transfer the amounts so received as set forth in Section 2.1(c).

2.4.Termination, Reduction, and Reallocation of HoldCo Commitments

(a)Unless otherwise agreed by each affected HoldCo Lender, if a HoldCo Loan Borrowing is not consummated on the proposed Borrowing Date, all HoldCo Commitments shall be automatically and permanently terminated.

(b)All unused HoldCo Commitments, if any, shall be terminated upon the occurrence of an Event of Default if required pursuant to Section 10.1 or Section 10.2 in accordance with the terms thereof.

(c)Any termination of the HoldCo Commitments pursuant to this Section 2.4 shall be permanent.

2.5.Account of HoldCo Loans; Register

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

(b)The HoldCo Administrative Agent shall maintain at the HoldCo Administrative Agent’s office (i) a copy of any Lender Assignment Agreement or Affiliated Lender Assignment Agreement delivered to it pursuant to Section 12.4 and (ii) a register for the recordation of the names and addresses of the HoldCo Lenders, and all the HoldCo Commitments of, and principal amount of and interest on the HoldCo Loans owing and paid to, each HoldCo Lender pursuant to the terms hereof from time to time and of amounts received by the HoldCo Administrative Agent from the HoldCo Borrower and whether such amounts constitute principal, interest, fees, or other amounts and each HoldCo Lender’s share thereof (the “Register”). The Register shall be available for inspection by the HoldCo Borrower and any HoldCo Lender at any reasonable time and from time to time upon reasonable prior notice.

(c)The entries made by the HoldCo Administrative Agent in the Register or the accounts maintained by any HoldCo 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 HoldCo Lender or the HoldCo Administrative Agent to maintain such Register or accounts or any error therein shall not in any manner affect the obligation of the HoldCo Borrower to repay the HoldCo Loans in accordance with the terms of this Agreement. In the event of any conflict between the accounts and records maintained by any HoldCo Lender and the accounts and records of the HoldCo Administrative Agent in respect of such matters, the accounts and records of the HoldCo Administrative Agent shall control in the absence of manifest error.

(d)The HoldCo Borrower agrees that in addition to such accounts or records described in Section 2.5(b) and Section 2.5(c), the HoldCo Loans made by each HoldCo Lender shall, upon the request of any HoldCo Lender, be evidenced by one or more HoldCo Notes duly executed on behalf of the HoldCo Borrower and shall be dated the Closing Date (or, if later, the date of any request therefor by a HoldCo Lender). Each such HoldCo Note shall have all blanks appropriately filled in, and shall be payable to such HoldCo Lender and its registered assigns in a principal amount equal to the HoldCo Commitment of such HoldCo Lender (it being understood that the principal amount of the HoldCo Commitment of each HoldCo Lender shall be allocated amongst its HoldCo Notes such that the aggregate principal amount of such HoldCo Notes equals such HoldCo Lender’s HoldCo Commitment); provided, that each HoldCo Lender may attach schedules to its respective HoldCo Notes and endorse thereon the date, amount, and maturity of its respective HoldCo Loans and payments with respect thereto.

3.REPAYMENTS, PREPAYMENTS, INTEREST, AND FEES

3.1.Repayment of HoldCo Loans

The HoldCo Borrower unconditionally and irrevocably promises to pay to the HoldCo Administrative Agent for the ratable account of each HoldCo Lender, on the Credit Agreement Maturity Date, the aggregate outstanding principal amount of the HoldCo Loans outstanding on such date.

3.2.Interest Payment Dates

(a)Interest accrued on each HoldCo Loan shall be payable, without duplication, on the following dates (each, an “Interest Payment Date”):

(i)with respect to any repayment or prepayment of any HoldCo Loans, on the date of each such repayment or prepayment;

(ii)on the Credit Agreement Maturity Date; and

(iii)on September 30 and March 30 of each year, commencing on September 30, 2026, or if any such day is not a Business Day, the next succeeding Business Day.

(b)Interest accrued on the HoldCo Loans or other Obligations after the date such amount is due and payable (whether on the Credit Agreement Maturity 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 described in Section 10.1.

3.3.Interest Rate

The HoldCo Loans shall accrue interest at a rate per annum equal to the Interest Rate.

3.4.PIK Interest

(a)Deemed PIK Interest. Subject to Section 3.4(b), from the Closing Date and until the first Interest Payment Date falling on or after the third anniversary of the Closing Date (the “Deemed PIK Period”), the HoldCo Borrower shall be deemed to have elected to pay 100% of the interest payable on such Interest Payment Date in-kind by adding the amount of such interest to the principal balance of the HoldCo Loans (such interest, “PIK Interest”). All PIK Interest shall be deemed capitalized on the applicable Interest Payment Date and an extension of the HoldCo Loans pursuant to the terms of, and subject to, the HoldCo Financing Documents. Unless the context otherwise requires, for all purposes hereof, references to “principal amount” of the HoldCo Loans refers to the original face amount of the HoldCo Loans plus any increase in the principal amount of the outstanding HoldCo Loans on account of PIK Interest. Other than to the extent constituting PIK Interest, all interest payable on any Interest Payment Date shall be payable in cash.

(b)Cash Interest Election. During the Deemed PIK Period, the HoldCo Borrower may elect to pay interest payable on such Interest Payment Date in cash by providing an irrevocable written notice to the HoldCo Administrative Agent of its intention to pay such interest in cash. Each such notice shall be in the form of a written Cash Interest Election Notice, appropriately completed and signed by an Authorized Officer of the HoldCo Borrower, which shall set forth the amount of interest due as of such Interest Payment Date that shall be paid in cash, along with supporting calculations therefor, and must be received

by the HoldCo Administrative Agent not later than the fifth Business Day prior to the relevant Interest Payment Date.

(c)Notice by the HoldCo Administrative Agent to the HoldCo Lenders. During the Deemed PIK Period, the HoldCo Administrative Agent shall advise each HoldCo Lender of the details of a Cash Interest Election Notice and such HoldCo Lender’s portion of such resulting cash interest (if any) promptly following receipt of such Cash Interest Election Notice.

3.5.Post-Maturity Interest Rates; Default Interest Rates

If all or a portion of the principal amount of any HoldCo Loan is not paid when due (whether on the Credit Agreement Maturity Date, by acceleration or otherwise) or any Obligation under this Agreement (other than principal on the HoldCo Loans) is not paid when due (whether on the Credit Agreement Maturity Date, by acceleration, or otherwise), such amount shall bear interest at a rate per annum equal to the applicable Default Rate from the date of such non-payment until the amount then due is paid in full (after as well as before judgment).

3.6.Computation of Interest and Fees

(a)All computations of interest for HoldCo Loans, shall be made on the basis of a 360-day year of twelve thirty-day months and will be payable semi-annually on the basis of six thirty-day months.

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

3.7.Optional Prepayment

(a)The HoldCo Borrower shall have the right to prepay the HoldCo Loans (in whole or part) without premium or penalty (other than the Call Protection Amount pursuant to Section 3.7(c)(ii), if applicable) by providing notice to the HoldCo Administrative Agent prior to 1:00 p.m., New York City time, on the date that is at least fifteen days but no more than sixty days prior to the proposed prepayment date. Any prepayment notice may be revoked.

(b)All voluntary prepayments under this Section 3.7 shall be made by the HoldCo Borrower to the HoldCo Administrative Agent for the account of the HoldCo Lenders in accordance with Section 3.7(c).

(c)With respect to each prepayment to be made pursuant to this Section 3.7, on the date specified in the notice of prepayment delivered pursuant to Section 3.7(a), the HoldCo Borrower shall pay to the HoldCo Administrative Agent the sum of the following amounts:

(i)accrued but unpaid interest on the HoldCo Loans to be prepaid;

(ii)the principal of the HoldCo Loans to be prepaid or, with respect to any HoldCo Loans prepaid prior to the Second Call Protection End Date, the Call Protection Amount in respect of such HoldCo Loans; and

(iii)any other Obligations due to the Credit Agreement HoldCo Secured Parties in connection with any prepayment under the HoldCo Financing Documents.

(d)Amounts of any HoldCo Loans prepaid pursuant to this Section 3.7 may not be reborrowed.

(e)If applicable, the HoldCo Borrower will notify the HoldCo Administrative Agent of the Call Protection Amount with respect to any prepayment upon making such prepayment, and the HoldCo Administrative Agent shall not be responsible for such calculation. Notwithstanding the foregoing, no premium, penalty or Call Protection Amount shall be payable in connection with any prepayment contemplated by Section 7.21(d).

3.8.Mandatory Prepayment

(a)The HoldCo Borrower shall be required to prepay the HoldCo Loans in accordance with Section 9.5 (Application of Collateral Proceeds to the HoldCo Secured Obligations Prior to an Enforcement Action) of the Collateral and Intercreditor Agreement with the HoldCo Lenders’ ratable share of the Mandatory Prepayment Portion of the following:

(i)Loss Proceeds, to the extent actually received by the HoldCo Borrower from the OpCo Borrower or any Project Financing Entity (other than any such Loss Proceeds that are the proceeds of Project Extraordinary Distributions);

(ii)Asset Sale Proceeds, to the extent actually received by the HoldCo Borrower from the OpCo Borrower or any Project Financing Entity; and

(iii)Performance Liquidated Damages, to the extent actually received by the HoldCo Borrower from the OpCo Borrower or any Project Financing Entity (other than any such Performance Liquidated Damages that are the proceeds of Project Extraordinary Distributions).

(b)Upon the occurrence of a Change of Control Triggering Event, the HoldCo Borrower shall prepay all outstanding HoldCo Loans at par plus a premium of 1.00% of the aggregate principal amount of HoldCo Loans so prepaid.

(c)With respect to each prepayment of the HoldCo Loans to be made pursuant to this Section 3.8, on the date required pursuant to Section 9.5 (Application of Collateral Proceeds to the HoldCo Secured Obligations Prior to an Enforcement Action) of the Collateral and Intercreditor Agreement, the HoldCo Borrower shall pay to the HoldCo Administrative Agent the amount determined in accordance therewith, which shall be applied as follows:

(i)first, on a pro rata basis to the payment to the HoldCo Lenders of accrued but unpaid interest and fees on the HoldCo Loans to be prepaid; and

(ii)second, on a pro rata basis, for the prepayment to the HoldCo Lenders for the prepayment of principal of the HoldCo Loans.

(d)Amounts of any HoldCo Loans prepaid pursuant to this Section 3.8 may not be reborrowed.

(e)Other than as required by Section 3.8(b), no premium, penalty, or Call Protection Amount shall be payable in connection with any prepayment under this Section 3.8.

3.9.Time and Place of Payments; Notice of Mandatory Prepayment Events; Declined Proceeds

(a)The HoldCo Borrower shall make each payment (including any payment of principal of or interest on any HoldCo Loan or any Fees or other Obligations) hereunder without setoff, deduction or counterclaim not later than 1:00 p.m., New York City time, on the date when due in Dollars and in immediately available funds to the HoldCo Administrative Agent at the following account: M&T Bank / Wilmington Trust, N.A., ABA # ***, Account # ***, Account Name: ***, Attention: ***, or at such other office or account as may from time to time be specified by the HoldCo Administrative Agent to the HoldCo Borrower. Funds received after 1:00 p.m., New York City time, shall be deemed to have been received by the HoldCo Administrative Agent on the next succeeding Business Day for the purpose of calculating interest thereon.

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

(c)Except as provided herein, whenever any payment (including any payment of interest or principal on any HoldCo 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 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) unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding Business Day.

(d)The HoldCo Borrower shall give written notice to the HoldCo Administrative Agent (which shall forward such notice to each HoldCo Lender) of any event giving rise to any mandatory prepayment in accordance with (i) Section 3.8(a) within thirty days after the HoldCo Borrower’s receipt of such Loss Proceeds, Asset Sale Proceeds, or Performance Liquidated Damages (as applicable) and (ii) Section 3.8(b) within thirty days after the Change of Control Triggering Event (any such notice, a “Mandatory Prepayment Event Notice”).

(e)Each Mandatory Prepayment Event Notice shall specify the proposed prepayment date (the “Mandatory Prepayment Date”) which shall be (i) in the case of a Mandatory Prepayment Event Notice pursuant to Section 3.9(d)(i), a date that is at least twenty Business Days after the date of the Mandatory Prepayment Event Notice and no later than thirty Business Days after the date of the Mandatory Prepayment Event Notice and (ii) in

the case of a Mandatory Prepayment Event Notice pursuant to Section 3.9(d)(ii), a date that is at least thirty days after the date of the Mandatory Prepayment Event Notice and no later than sixty days after the date of the Mandatory Prepayment Event Notice.

(f)A HoldCo Lender that desires to receive the applicable mandatory prepayment shall give notice to the HoldCo Administrative Agent in writing or by telephone (confirmed in writing) at least three Business Days prior to the Mandatory Prepayment Date (the “Mandatory Prepayment Confirmation Deadline”) that such HoldCo Lender elects to receive the applicable mandatory prepayment. Unless a HoldCo Lender gave its affirmative notice to the HoldCo Administrative Agent in writing or by telephone (confirmed in writing) by the Mandatory Prepayment Confirmation Deadline, such HoldCo Lender shall be deemed to have declined the total amount of the applicable mandatory prepayment of its HoldCo Loans to be made pursuant to Section 3.8; provided, that, a HoldCo Lender will be entitled to withdraw its election if such HoldCo Lender provides written notice to the HoldCo Administrative Agent no later than the Mandatory Prepayment Confirmation Deadline that such HoldCo Lender is withdrawing its election to have its HoldCo Loan repaid.

(g)No later than one Business Day following the Mandatory Prepayment Confirmation Deadline, the HoldCo Administrative Agent shall give written notice to the HoldCo Borrower of the aggregate principal amount of HoldCo Loans to be prepaid on the Mandatory Prepayment Date.

(h)Subject to Section 3.8(a), if the aggregate principal amount of HoldCo Loans and other HoldCo Secured Debt subject to a mandatory prepayment exceeds the amount available for such prepayment, the HoldCo Loans and such other HoldCo Secured Debt shall be repaid on a pro rata basis.

3.10.Borrowings and Payments Generally

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

(b)If at any time insufficient funds are received by and available to the HoldCo Administrative Agent to pay fully all amounts of principal, interest, fees and other amounts then due hereunder, such funds shall be applied (i) first, to pay interest, fees and

other amounts (except for the amounts required to be paid pursuant to the following clause (ii)) then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and such other amounts then due to such parties and (ii) second, to pay principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

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

(d)The HoldCo Borrower hereby authorize each HoldCo Lender, if and to the extent payment owed to such HoldCo Lender is not made when due under this Agreement or under the HoldCo Notes held by such HoldCo Lender, to charge from time to time against any or all of the HoldCo Borrower’s accounts with such HoldCo Lender any amount so due.

3.11.Fees

(a)The HoldCo Borrower agrees to pay or cause to be paid fees in the amounts and at the times from time to time agreed pursuant to each applicable Fee Letter.

(b)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)The portion of any HoldCo Loan Borrowing shall be allocated by the HoldCo Administrative Agent pro rata among the HoldCo Lenders in accordance with each HoldCo Lender’s HoldCo Commitment Percentage.

(b)Except as otherwise required under Article 4, each payment or prepayment of principal of the HoldCo Loans shall be allocated by the HoldCo Administrative Agent pro rata among the HoldCo Lenders in accordance with the respective principal amounts of their outstanding HoldCo Loans, and each payment of interest on the HoldCo Loans shall be allocated by the HoldCo Administrative Agent pro rata among the HoldCo Lenders in accordance with the respective interest amounts outstanding on the HoldCo Loans held by them.

3.13.Sharing of Payments

(a)If any HoldCo Lender obtains any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any HoldCo Loan (other than pursuant to the terms of Article 4) in excess of its pro rata share of payments then or therewith obtained by all HoldCo Lenders holding HoldCo Loans, such HoldCo Lender shall purchase from the other HoldCo Lenders (for cash at face value) such participations in HoldCo Loans of such type made by them as shall be necessary to cause such purchasing HoldCo Lender to share the excess payment or other recovery ratably with each of them; provided, that if all or any portion of the excess payment or other recovery

is thereafter recovered from such purchasing HoldCo Lender, the purchase shall be rescinded and each HoldCo Lender that has sold a participation to the purchasing HoldCo Lender shall repay to the purchasing HoldCo Lender the purchase price to the ratable extent of such recovery together with an amount equal to such selling HoldCo Lender’s ratable share (according to the proportion of (x) the amount of such selling HoldCo Lender’s required repayment to the purchasing HoldCo Lender to (y) the total amount so recovered from the purchasing HoldCo Lender) of any interest or other amount paid or payable by the purchasing HoldCo Lender in respect of the total amount so recovered. The HoldCo Borrower agrees that any HoldCo Lender so purchasing a participation from another HoldCo 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 12.14) with respect to such participation as fully as if such HoldCo Lender were the direct creditor of such HoldCo 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 HoldCo Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by any HoldCo Lender as consideration for the assignment or sale of a participation in any of its HoldCo Loans.

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

4.TAX PROVISIONS

4.1.Obligation to Mitigate

(a)If the HoldCo Borrower is required to pay any Indemnified Taxes or additional amount to any HoldCo Lender or any Government Authority for the account of any HoldCo Lender pursuant to Section 4.2, then such HoldCo Lender shall use reasonable efforts to designate a different lending or issuing office for funding or booking its HoldCo Loans hereunder to assign its rights and obligations under the HoldCo Financing Documents to another of its offices, branches or Affiliates, if, in the reasonable judgment of such HoldCo Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 4.2, as applicable, in the future and (ii) would not subject such HoldCo Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such HoldCo Lender or violate any applicable Government Rule. The HoldCo Borrower hereby agrees to pay all reasonable costs and expenses incurred by any HoldCo Lender in connection with any such designation or assignment.

(b)If the HoldCo Borrower is required to pay any Indemnified Taxes or additional amount to any HoldCo Lender or any Government Authority for the account of any HoldCo Lender pursuant to Section 4.2 and, in each case, such HoldCo Lender has declined or is unable to designate a different lending or issuing office or to make an assignment in accordance with Section 4.1(a), then the HoldCo Borrower may, at its sole expense and effort, upon notice in writing to such HoldCo Lender and the HoldCo Administrative Agent, request such HoldCo Lender to assign and delegate, without recourse (in accordance with and

subject to the restrictions contained in Section 12.4), all (but not less than all) its interests, rights (other than its existing rights to payments pursuant to Section 4.2) and obligations under this Agreement (including all of its HoldCo Loans and HoldCo Commitments) to an assignee that shall assume such obligations (which assignee may be another HoldCo Lender, if a HoldCo Lender accepts such assignment); provided, that (i) the HoldCo Borrower shall have received the prior written consent of the HoldCo Administrative Agent, (ii) such HoldCo Lender shall have received payment of an amount equal to all Obligations of the HoldCo Borrower owing to such HoldCo Lender from such assignee (to the extent of such outstanding principal and accrued interest and fees) or the HoldCo Borrower (in the case of all other Obligations), (iii) in the case of any such assignment resulting from a claim for payments required to be made pursuant to Section 4.2, such assignment will result in the elimination or reduction of such compensation or payments, and (iv) such assignment does not conflict with any applicable law binding upon or to which such HoldCo Lender is subject. A HoldCo Lender shall not be required to make any such assignment and delegation if, as a result of a waiver by such HoldCo Lender of its rights under Section 4.2, the circumstances entitling the HoldCo Borrower to require such assignment and delegation have ceased to apply.

4.2.Taxes

(a)Defined Terms. For purposes of this Section 4.2, the term “Government Rule” includes FATCA.

(b)Payments Free of Taxes. Any and all payments by or on account of any obligation of the HoldCo Borrower under any HoldCo Financing Document shall be made without deduction or withholding for any Taxes, except as required by Government Rules. If any Government Rule (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Government Authority in accordance with Government Rules and, if such Tax is an Indemnified Tax, then the sum payable by the HoldCo Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 4.2) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c)Payment of Other Taxes by HoldCo Borrower. The HoldCo Borrower shall timely pay to the relevant Government Authority in accordance with Government Rules, or at the option of the HoldCo Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d)Indemnification by HoldCo Borrower. The HoldCo Borrower shall indemnify each Recipient, within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.2) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses

arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Government Authority. A certificate as to the amount of such payment or liability delivered to the HoldCo Borrower by a HoldCo Lender (with a copy to the HoldCo Administrative Agent), or by the HoldCo Administrative Agent on its own behalf or on behalf of a HoldCo Lender, shall be conclusive absent manifest error.

(e)Indemnification by the HoldCo Lenders. Each HoldCo Lender shall severally indemnify the HoldCo Administrative Agent, within ten days after demand therefor, for (i) any Indemnified Taxes attributable to such HoldCo Lender (but only to the extent that the HoldCo Borrower has not already indemnified the HoldCo Administrative Agent for such Indemnified Taxes and without limiting the obligation of the HoldCo Borrower to do so), (ii) any Taxes attributable to such HoldCo Lender’s failure to comply with the provisions of Section 12.4(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such HoldCo Lender, in each case, that are payable or paid by the HoldCo Administrative Agent in connection with any HoldCo Financing Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Government Authority. A certificate as to the amount of such payment or liability delivered to any HoldCo Lender by the HoldCo Administrative Agent shall be conclusive absent manifest error. Each HoldCo Lender hereby authorizes the HoldCo Administrative Agent to set off and apply any and all amounts at any time owing to such HoldCo Lender under any HoldCo Financing Document or otherwise payable by the HoldCo Administrative Agent to the HoldCo Lender from any other source against any amount due to the HoldCo Administrative Agent under this Section 4.2.

(f)Evidence of Payments. As soon as practicable after any payment of Taxes by the HoldCo Borrower to a Government Authority pursuant to this Section 4.2, the HoldCo Borrower shall deliver to the HoldCo Administrative 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 HoldCo Administrative Agent.

(g)Status of Lenders.

(i)Any HoldCo Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any HoldCo Financing Document shall deliver to the HoldCo Borrower and the HoldCo Administrative Agent, at the time or times reasonably requested by the HoldCo Borrower or the HoldCo Administrative Agent, such properly completed and executed documentation reasonably requested by the HoldCo Borrower or the HoldCo Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any HoldCo Lender, if reasonably requested by the HoldCo Borrower or the HoldCo Administrative Agent, shall deliver such other documentation prescribed by Government Rules or reasonably requested by the HoldCo Borrower or the HoldCo Administrative Agent as will enable the HoldCo Borrower or the HoldCo Administrative Agent to determine whether or not such HoldCo Lender 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 clauses (A), (B), and (D) of Section 4.2(g)(ii)) shall not be required if in the HoldCo Lender’s reasonable judgment such completion, execution, or submission would subject such HoldCo Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such HoldCo Lender.

(ii)Without limiting the generality of the foregoing, in the event that the HoldCo Borrower is a U.S. Person:

(A)Any HoldCo Lender that is a U.S. Person shall deliver to the HoldCo Borrower and the HoldCo Administrative Agent on or about the date on which such HoldCo Lender becomes a HoldCo Lender under this Agreement (and from time to time thereafter upon the reasonable request of the HoldCo Borrower or the HoldCo Administrative Agent), executed copies of IRS Form W-9 certifying that such HoldCo Lender is exempt from U.S. federal backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the HoldCo Borrower and the HoldCo Administrative Agent (in such number of copies as shall be requested by the Recipient) on or about the date on which such Foreign Lender becomes a HoldCo Lender under this Agreement (and from time to time thereafter upon the reasonable request of the HoldCo Borrower or the HoldCo Administrative Agent), whichever of the following is applicable:

(1)in the case of a Foreign 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 HoldCo Financing Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E 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 HoldCo Financing Document, IRS Form W-8BEN or IRS Form W-8BEN-E 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;

(2)executed copies of IRS Form W-8ECI;

shareholder” of the HoldCo Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the HoldCo Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or

(4)to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, IRS Form W-9, or other certification documents from each beneficial owner, as applicable; provided, that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the HoldCo Borrower and the HoldCo Administrative Agent (in such number of copies as shall be requested by the Recipient) on or about the date on which such Foreign Lender becomes a HoldCo Lender under this Agreement (and from time to time thereafter upon the reasonable request of the HoldCo Borrower or the HoldCo Administrative Agent), executed copies of any other form prescribed by Government Rules as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Government Rules to permit the HoldCo Borrower or the HoldCo Administrative Agent to determine the withholding or deduction required to be made; and

(D)if a payment made to a HoldCo Lender under any HoldCo Financing Document would be subject to U.S. federal withholding Tax imposed by FATCA if such HoldCo 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), such HoldCo Lender shall deliver to the HoldCo Borrower and the HoldCo Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the HoldCo Borrower or the HoldCo Administrative Agent such documentation prescribed by Government Rules (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the HoldCo Borrower or the HoldCo Administrative Agent as may be necessary for the HoldCo Borrower and the HoldCo Administrative Agent to comply with their obligations under FATCA and to determine that such HoldCo Lender has complied with such HoldCo Lender’s

obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii)Each HoldCo Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the HoldCo Borrower and the HoldCo Administrative Agent in writing of its legal inability to do so.

(h)Status of HoldCo Administrative Agent. The HoldCo Administrative Agent (and any successor or supplemental HoldCo Administrative Agent on the date it becomes the HoldCo Administrative Agent) shall provide the HoldCo Borrower with two duly completed original copies of, if it is not a U.S. Person, IRS Form W-8ECI or any successor thereto with respect to payments to be received by it as a beneficial owner and IRS Form W-8IMY or any successor thereto (together with required accompanying documentation) evidencing its agreement with the HoldCo Borrower to be treated as a U.S. Person for U.S. federal withholding purposes with respect to payments to be received by it on behalf of the HoldCo Lenders, and shall update such forms periodically upon the reasonable request of the HoldCo Borrower. In the event that the HoldCo Administrative Agent is a U.S. Person, the HoldCo Administrative Agent shall provide the HoldCo Borrower with two duly completed original copies of IRS Form W-9 or any successor thereto.

(i)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 4.2 (including by the payment of additional amounts pursuant to this Section 4.2), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 4.2 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Government Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 4.2(i) (plus any penalties, interest or other charges imposed by the relevant Government Authority) in the event that such indemnified party is required to repay such refund to such Government Authority. Notwithstanding anything to the contrary in this Section 4.2(i), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 4.2(i) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party 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 Section 4.2(i) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(j)Survival. Each party’s obligations under this Section 4.2 shall survive the resignation or replacement of the HoldCo Administrative Agent or any assignment of rights by, or the replacement of, a HoldCo Lender, the termination of the HoldCo Commitment, and the repayment, satisfaction or discharge of all obligations under any HoldCo Financing Document.

5.REPRESENTATIONS AND WARRANTIES

5.1.General

(a)The HoldCo Borrower makes each representation and warranty set forth in this Article 5 on the Closing Date to, and in favor of, the HoldCo Administrative Agent, each of the HoldCo Lenders and each other Party hereto.

(b)All of the representations and warranties set forth in this Article 5 shall survive the Closing Date but shall not be deemed to be repeated by the HoldCo Borrower at any time after the Closing Date.

5.2.Disclosure

This Agreement and the documents, certificates or other writings delivered to the HoldCo Lenders by or on behalf of the HoldCo Borrower prior to the date hereof in connection with the transactions contemplated hereby and the financial statements set forth on Schedule 5.17 (this Agreement and such documents, certificates or other writings and such financial statements, including those provided through iDeals and Box.com, (and, in each case, any updates thereto) delivered to each HoldCo Lender being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that (a) with respect to any projected financial information, forecasts, estimates, or forward-looking information, information of a general economic or general industry nature or pro forma calculation made in the Disclosure Documents, including with respect to the start of operations of the Project, the Project Completion Date, final capital costs or operating costs of the Development, oil prices, Gas prices, LNG prices, electricity prices, Gas reserves, rates of production, Gas market supplies, LNG market demand, exchange rates or interest rates, rates of taxation, rates of inflation, transportation volumes or any other forecasts, projections, assumptions, estimates or pro forma calculations, the HoldCo Borrower represents only that such information was based on assumptions made in good faith and believed to be reasonable at the time and the HoldCo Borrower makes no representation as to the actual attainability of any projections set forth in the Disclosure Documents, or any such other items listed in this clause (a), and (b) the HoldCo Borrower makes no representation with respect to any information or material provided by a Consultant (except to the extent such information or material originated with the HoldCo Borrower). There is no fact known to the HoldCo Borrower that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.

5.3.Good Standing of the HoldCo Borrower; Power and Authority

(a)The HoldCo Borrower has been duly formed and is existing and in good standing as a limited liability company under the laws of the State of Delaware, with power and authority (limited liability company and other) to own its properties and conduct its business as described in the Disclosure Documents.

(b)The HoldCo Borrower is duly qualified to do business as a foreign entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.

(c)The HoldCo Borrower has the limited liability company power and authority to execute and deliver, and to perform its obligations under, each of this Agreement, the HoldCo Notes, and the other applicable HoldCo Financing Documents.

5.4.Subsidiaries

Each subsidiary of the HoldCo Borrower has been duly formed and is existing and in good standing under the laws of the jurisdiction of its formation, with power and authority (limited liability company) to own its properties and conduct its business as described in the Disclosure Documents; and each subsidiary of the HoldCo Borrower is duly qualified to do business as a foreign entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where failure to be so qualified would not reasonably be expected to result in a Material Adverse Effect; all of the issued and outstanding limited liability company interests of each subsidiary of the HoldCo Borrower have been duly authorized and validly issued and are fully paid and nonassessable; and the limited liability company interests of each subsidiary of the HoldCo Borrower that are owned by the HoldCo Borrower, are owned free from liens, encumbrances and defects other than Permitted Liens and as disclosed in the Disclosure Documents.

5.5.Corporate Structure; Ownership of Shares of Subsidiaries

(a)Schedule 5.5 contains (except as noted therein) complete and correct lists of the HoldCo Borrower’s subsidiaries as of the Closing Date, direct or indirect, showing, as to each subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the HoldCo Borrower and each other subsidiary.

(b)All of the outstanding shares of capital stock or similar equity interests of each subsidiary shown in Schedule 5.5 as being owned by the HoldCo Borrower or a subsidiary as of the Closing Date will have been validly issued, fully paid and non assessable and owned by the HoldCo Borrower or another subsidiary free and clear of any Lien that is prohibited by this Agreement as of the Closing Date.

5.6.Authorization of Agreement

This Agreement has been duly authorized, executed and delivered by the HoldCo Borrower in accordance with its terms, and constitutes a valid and legally binding obligation of the HoldCo Borrower, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

5.7.Absence of Further Requirements

No consent, approval, authorization, or order of, or filing or registration with, any Person (including any governmental agency or body or any court) is required for the HoldCo Borrower’s execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement, except those that, if not obtained or made, would not, individually or in the aggregate, have a Material Adverse Effect.

5.8.Title to Property

The HoldCo Borrower and, to the knowledge of the HoldCo Borrower, its subsidiaries have good and indefeasible title to all real property and good title to all personal property described in the Disclosure Documents as owned by the HoldCo Borrower and its subsidiaries, free and clear of all Liens except (a) Permitted Liens and Project Permitted Liens, (b) as described, and subject to limitations contained, in the Disclosure Documents, or (c) as do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future as described in the Disclosure Documents; provided, that the Equity Interests of the Project Financing Entities that constitute Collateral shall be free and clear of all Liens other than Permitted Liens.

5.9.Absence of Defaults and Conflicts Resulting from Transaction

The execution, delivery and performance of this Agreement will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event under, or result in the imposition of any Lien (other than Permitted Liens) upon any property or assets of the HoldCo Borrower or its subsidiaries pursuant to (a) the certificate of formation or limited liability company agreement of the HoldCo Borrower or its subsidiaries, (b) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the HoldCo Borrower or its subsidiaries or any of their properties, or (c) any agreement or instrument to which the HoldCo Borrower or its subsidiaries is a party or by which the HoldCo Borrower or its subsidiaries is bound or to which any of the properties of the HoldCo Borrower or its subsidiaries is subject, except, in the case of clauses (b) and (c), for any breaches, violations, defaults, liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse Effect. As of the date hereof, no Debt Repayment Triggering Event exists.

5.10.Absence of Existing Defaults and Conflicts

(a)Neither the HoldCo Borrower nor, to the knowledge of the HoldCo Borrower, its subsidiaries is in violation of its respective certificate of formation or limited liability company agreement.

(b)Neither the HoldCo Borrower nor, to the knowledge of the HoldCo Borrower, its subsidiaries is in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant, or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject or in violation of any law or statute or any judgment, order, rule or regulation of any court, arbitrator or governmental or regulatory authority having jurisdiction over the HoldCo Borrower, or any of its properties or, to the knowledge of the HoldCo Borrower, its subsidiaries and their properties, except such defaults or violations that would not, individually or in the aggregate, result in a Material Adverse Effect.

5.11.Possession of Licenses and Permits

(a)Except as disclosed in the Disclosure Documents, the HoldCo Borrower and, to the knowledge of the HoldCo Borrower, its subsidiaries, possess, and are in compliance with the terms of, all certificates, authorizations, franchises, licenses and permits issued by the appropriate governmental agencies or bodies (collectively, “Licenses”) necessary or material to the P1 Project at its current stage of development, except where the failure to so possess or comply would not, individually or in the aggregate, result in a Material Adverse Effect.

(b)Except as disclosed in the Disclosure Documents, the HoldCo Borrower and, to the knowledge of the HoldCo Borrower, its subsidiaries have not received any notice of proceedings relating to the revocation or modification of any Licenses that, if determined adversely to the HoldCo Borrower or its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

(c)All of the Licenses possessed by the HoldCo Borrower and its subsidiaries are valid and in full force and effect, except where the invalidity of such Licenses or the failure of such Licenses to be in full force and effect would not, individually or in the aggregate, result in a Material Adverse Effect.

(d)OpCo Borrower has duly obtained the DOE Export Authorizations and FERC Authorization and such authorizations are (i) in full force and effect, (ii) held in the name of OpCo Borrower, (iii) not the subject of any pending rehearing by or to DOE/HGEO or FERC, and (iv) free from conditions or requirements (A) the compliance with which could reasonably be expected to have a Material Adverse Effect or (B) which HoldCo Borrower or OpCo Borrower do not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development.

5.12.Absence of Labor Dispute

No material labor dispute involving or affecting the HoldCo Borrower or, to the knowledge of the HoldCo Borrower, any of its subsidiaries exists or, to the knowledge of the HoldCo Borrower, is imminent, which could reasonably be expected to have a Material Adverse Effect.

5.13.Possession of Intellectual Property

Except as would not have a Material Adverse Effect, the HoldCo Borrower owns or possesses, or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know how, patents, copyrights, confidential information and other intellectual property (collectively, “Intellectual Property Rights”) necessary to conduct the business now operated or proposed in the Disclosure Documents to be conducted by them, and have not received any notice of nor are they aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property Rights that, if determined adversely to the HoldCo Borrower or its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

5.14.Environmental Laws

(a)Except as disclosed in the Disclosure Documents, or as would not individually or in the aggregate have a Material Adverse Effect, (i) neither the HoldCo Borrower nor, to the knowledge of the HoldCo Borrower, its subsidiaries is in violation of, or has any liability under, any federal, state or local, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any governmental agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or Release of Hazardous Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety (as such relates to exposure to Hazardous Substances), and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the HoldCo Borrower nor, to the knowledge of the HoldCo Borrower, its subsidiaries is liable or allegedly liable for any Release or threatened Release of Hazardous Substances, including at any off-site treatment, storage or disposal site, (iii) neither the HoldCo Borrower nor, to the knowledge of the HoldCo Borrower, its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, (iv) the HoldCo Borrower and, to the knowledge of the HoldCo Borrower, its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses as currently conducted, and (v) to the knowledge of the HoldCo Borrower, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim pursuant to any Environmental Law.

(b)For purposes of this Section 5.14, “Hazardous Substances” means (i) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (iii) any petroleum or petroleum product, (iv) any polychlorinated biphenyl and (v) any hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law or which can give rise to liability under any Environmental Law. The term “Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the environment.

5.15.Statistical and Market-Related Data

The third-party statistical and market-related data included in the Disclosure Documents are based on or derived from sources that the HoldCo Borrower believes to be reliable and accurate in all material respects.

5.16.Litigation

Except as described in the Disclosure Documents or on Schedule 5.16, there is no (a) action, suit, or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the knowledge of the HoldCo Borrower, threatened, to which it is or may be a party or to which its or, to the knowledge of the HoldCo Borrower, its subsidiaries’ business or property is or may be subject, (b) statute, rule, regulation or order that has been enacted, adopted or issued by any governmental agency with respect to the HoldCo Borrower or, to the knowledge of the HoldCo Borrower, its subsidiaries, or (c) injunction, restraining order or order of any nature issued by a federal or state court or foreign court of competent jurisdiction, to which the HoldCo Borrower or, to the knowledge of the HoldCo Borrower, its subsidiaries is or may be subject, that, in the case of clauses (a), (b), and (c) above (i) would, individually or in the aggregate have a Material Adverse Effect or (ii) challenging the validity of this Agreement or the Collateral and Intercreditor Agreement.

5.17.Financial Statements; Material Liabilities

The financial statements included in the Disclosure Documents (and set forth on Schedule 5.17) present fairly in all material respects the financial position of the OpCo Borrower as of the dates thereof and its results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis (subject to normal year-end adjustments and footnote disclosure in the case of interim financial statements). The OpCo Borrower and its subsidiaries do not have any material liabilities that are not disclosed in the Disclosure Documents.

5.18.No Material Adverse Change in Business

With respect to the OpCo Borrower and its subsidiaries, except as disclosed in the Disclosure Documents, since December 31, 2025: (i) there has been no change in the membership interest or units of the OpCo Borrower or any material adverse change, or any development involving a prospective material adverse change, in or affecting the financial condition, business, properties, or results of operations of the OpCo Borrower and its subsidiaries, taken as a whole, that is material and adverse, (ii) there has been no dividend or distribution of any kind declared, paid, or made by the OpCo Borrower on any class of its limited liability company interests, (iii) there has been no change in the limited liability company interests, short-term indebtedness, long-term indebtedness, net current assets, or net assets of the OpCo Borrower and its subsidiaries, that is material and adverse, and (iv) neither the OpCo Borrower nor any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood, or other calamity, whether or not covered by insurance, that is material and adverse.

5.19.Investment Company Act

The HoldCo Borrower is not and, after the borrowing of the HoldCo Loans and the application of the proceeds thereof as described in the Disclosure Documents, will not be an “investment company” as defined in the United States Investment Company Act of 1940, as amended (the “Investment Company Act”).

5.20.Regulations T, U, X

Neither the borrowing of the HoldCo Loans, nor the application of the proceeds thereof by the HoldCo Borrower as described in the Disclosure Documents, will violate Regulation T, Regulation U, or Regulation X of the Board of Governors of the Federal Reserve System.

5.21.Anti-Corruption Laws, Anti-Terrorism and Money Laundering Laws

(a)None of the HoldCo Borrower, any of its subsidiaries, or, to the HoldCo Borrower’s Knowledge, any director, officer or employee of the HoldCo Borrower or any subsidiary (i) is in violation of any Anti-Terrorism and Money Laundering Laws, (ii) is in violation of any Anti-Corruption Laws, or (iii) to the HoldCo Borrower’s Knowledge, has taken any action directly or indirectly that the HoldCo Borrower reasonably believes gives rise to circumstances presently in existence that could constitute a violation of any Anti-Corruption Laws or Anti-Terrorism and Money Laundering Laws.

(b)The HoldCo Borrower has instituted and maintains policies and procedures, including appropriate controls, reasonably designed to promote compliance by the HoldCo Borrower and its subsidiaries, and its and their directors, officers, employees, and authorized agents with Anti-Corruption Laws and Anti-Terrorism and Money Laundering Laws (to the extent applicable).

(c)The proceeds of the HoldCo Loans will not be used by the HoldCo Borrower and any of its subsidiaries, directly or knowingly indirectly, in violation of any Anti-Corruption Laws or Anti-Terrorism and Money Laundering Laws (to the extent applicable), including through the making of any bribe or unlawful payment.

5.22.Sanctions

(a)Neither the borrowing of the HoldCo Loans nor the use of proceeds of the HoldCo Loans by the HoldCo Borrower or any subsidiary will violate or cause any violation by any Person party to this Agreement of applicable Sanctions Regulations.

(b)None of the HoldCo Borrower nor, to the knowledge of the HoldCo Borrower, any subsidiary, nor any director, officer, or employee of any of the foregoing, is a Restricted Person.

(c)The HoldCo Borrower has instituted and maintains policies and procedures, including appropriate controls, reasonably designed to promote compliance by the HoldCo Borrower and its subsidiaries, and its and their directors, officers, employees, and authorized agents with Sanctions Regulations.

5.23.Taxes

(a)None of the HoldCo Borrower or, to the knowledge of the HoldCo Borrower, any of its subsidiaries is classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.

(b)The HoldCo Borrower and its subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which, individually or in the aggregate, is not material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the HoldCo Borrower or a subsidiary, as the case may be, has established adequate reserves in accordance with GAAP.

(c)The HoldCo Borrower knows of no basis for any other tax or assessment that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.24.Insurance

All insurance required to be maintained by the OpCo Borrower on the date hereof pursuant to the insurance requirements set forth in Exhibit E (Insurance Requirements) to the CFAA has been obtained and is in full force and effect; the OpCo Borrower and its subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and all premiums due and payable on the date hereof on all such insurance have been paid.

5.25.ERISA

The HoldCo Borrower does not maintain, contribute to or have an obligation to maintain or contribute to, and has not, at any time within the past six years, maintained, contributed to or been obligated to maintain or contribute to, or have any liability in respect of, any employee benefit plan which is subject to Title I or Title IV of ERISA or section 4975 of the Code (a “U.S. Plan”), including any liability of any U.S. Plan of any ERISA Affiliate, other than joint and several contingent liability of an ERISA Affiliate that is not material and is not reasonably expected to be imposed on the HoldCo Borrower. The HoldCo Borrower has never been at any time within the past six years, a “party in interest” (as defined in section 3(14) of ERISA) or a “disqualified person” (as defined in section 4975 of the Code) with respect to any U.S. Plan.

5.26.Material Project Documents

(a)The P1 EPC Contracts, the Initial Offtake Agreements, and each RG Facility Agreement are each in full force and effect (assuming due execution, authorization, and delivery by the parties thereto other than the OpCo Borrower), subject to any conditions subsequent contained therein and each constitutes a valid and binding obligation of the OpCo Borrower and each other party thereto. As of the date hereof, all conditions precedent to the obligations of the parties under the P1 EPC Contracts, the Initial Offtake Agreements,

and each RG Facility Agreement that are required for the current stage of Development have been satisfied or waived.

(b)Except as disclosed in the Disclosure Documents the OpCo Borrower is not in default of any of the P1 EPC Contracts, the Initial Offtake Agreements, or any RG Facility Agreement, and no default by any other party thereto exists under any provision of any of the P1 EPC Contracts, the Initial Offtake Agreements, or any RG Facility Agreement.

5.27.Solvency

(a)On the Closing Date, after giving pro forma effect to the borrowing of the HoldCo Loans and the use of proceeds therefrom as indicated in the Disclosure Documents, the HoldCo Borrower will be Solvent.

(b)As used in this Section 5.26, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the HoldCo Borrower is not less than the total amount required to pay the liabilities of the HoldCo Borrower on its total existing debt and other liabilities (including contingent liabilities) as they become absolute and matured; (ii) the HoldCo Borrower is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the borrowing of the HoldCo Loans as contemplated by this Agreement and the Disclosure Documents, the HoldCo Borrower does not intend to, and does not believe that it will, incur debts or other liabilities beyond its ability to pay as such debts and other liabilities mature; and (iv) the HoldCo Borrower is not engaged in any business or transaction, and is not about to engage in any business or transaction, for which its assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the HoldCo Borrower is engaged.

5.28.HoldCo Security Documents

(a)As of the Closing Date, the HoldCo Security Agreement is effective to create, in favor of the HoldCo Collateral Agent for the benefit of the HoldCo Secured Parties, as collateral security for the payment and performance of the obligations secured thereby, a valid and enforceable security interest in the Collateral covered or purported to be covered thereby.

(b)The prior filing of the UCC 1 financing statements in connection with the HoldCo Security Documents, with the priority created thereby are sufficient to perfect by such recordation or filing in each jurisdiction where required to perfect the lien and security interest in personal property and fixtures described therein, and it is not necessary to make any new filings or take any other action to perfect, or to maintain the perfection, of such liens and security interests.

5.29.HoldCo Secured Debt

The HoldCo Loans will constitute HoldCo Secured Debt that is pari passu with all other HoldCo Secured Debt and will be secured by the Collateral equally and ratably with all other HoldCo Secured Debt.

5.30.Indebtedness; Liens

(a)As of the Closing Date, the HoldCo Borrower has no Indebtedness other than HoldCo Loans.

(b)As of the Closing Date, (i) there is no Lien on any assets or property of the HoldCo Borrower other than Permitted Liens and (ii) except for Permitted Liens, neither the HoldCo Borrower nor any subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness.

(c)Except for the HoldCo Secured Debt Documents, the P1 Financing Documents, any Material Project Documents, or as otherwise disclosed on Schedule 5.30, neither the HoldCo Borrower nor any of its subsidiaries is a party to, or otherwise subject to any provision contained in, its organizational documents, any instrument evidencing Indebtedness for borrowed money of the HoldCo Borrower or such subsidiary, or any agreement related thereto that limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the HoldCo Borrower.

5.31.Accounts

No Loan Party has any deposit accounts, securities accounts, commodity accounts, or other bank accounts other than the HoldCo Accounts and the Distribution Account.

5.32.Accounting Controls

The HoldCo Borrower and, to the knowledge of the HoldCo Borrower, its subsidiaries maintain a system of accounting controls that is sufficient to provide reasonable assurances that: (a) transactions are executed in accordance with management’s general or specific authorization; (b) transactions are recorded as necessary to permit financial statements in conformity with GAAP and to maintain accountability for assets; (c) access to assets is permitted only in accordance with management’s general or specific authorization; and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

5.33.HoldCo Financing Documents

Each of the HoldCo Financing Documents is in full force and effect and constitutes a valid and binding obligation of the HoldCo Borrower.

6.CONDITIONS PRECEDENT

6.1.Conditions to Closing Date

The occurrence of the Closing Date and the effectiveness of the HoldCo Commitments are subject to the satisfaction of each of the following conditions precedent to the satisfaction of each

of the HoldCo Administrative Agent and the HoldCo Lenders, unless, in each case, waived by each of the HoldCo Administrative Agent and the HoldCo Lenders:

(a)Delivery of HoldCo Financing Documents. The HoldCo Administrative Agent and HoldCo Lenders shall have received true, correct, and complete copies of the following documents, each of which shall have been duly authorized, executed, and delivered by the parties thereto:

(i)this Agreement;

(ii)the Collateral and Intercreditor Agreement;

(iii)the HoldCo Security Agreement;

(iv)the HoldCo Pledge Agreement;

(v)the Fee Letters; and

(vi)any HoldCo Notes (to the extent requested by any HoldCo Lender at least three Business Days prior to the Closing Date).

(b)Representations and Warranties. The representations and warranties of the HoldCo Borrower in this Agreement shall be true and correct when made and on the Closing Date.

(c)Performance. The HoldCo Borrower shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or on the Closing Date.

(d)Officer’s Certificate. The HoldCo Borrower shall have delivered to the HoldCo Administrative Agent and HoldCo Lenders an Officer’s Certificate, dated the Closing Date, certifying (i) that the conditions specified in clause (b), clause (c) and clause (g) have been fulfilled and (ii) as to (A) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement and (B) the HoldCo Borrower’s organizational documents as then in effect.

(e)Opinions from Counsel. The HoldCo Administrative Agent and HoldCo Lenders shall have received, in form and substance reasonably satisfactory to the HoldCo Administrative Agent, the HoldCo Collateral Agent, and the HoldCo Lenders (with sufficient copies thereof for each addressee), the opinion of Latham & Watkins LLP, transaction counsel to each of the Loan Parties.

(f)Payment of Fees. Without limiting Section 3.11, the HoldCo Borrower shall have paid on the Closing Date (i) the reasonable and documented fees, charges, and disbursements of the HoldCo Lenders’ special counsel referred to in Section 6.1(e) to the extent reflected in a written statement of such counsel rendered to the HoldCo Borrower at least three Business Day prior to the Closing Date (or such lesser time as may be agreed by the HoldCo Borrower) and (ii) the fees payable pursuant to any Fee Letter.

(g)Changes in Corporate Structure. Except as contemplated in the Disclosure Documents, the HoldCo Borrower shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following May 11, 2026.

(h)Sufficient Funds. The HoldCo Administrative Agent and HoldCo Lenders shall have received an Officer’s Certificate, dated the Closing Date, certifying the existence of sufficient funds needed to achieve Substantial Completion under each P1 EPC Contract by the Date Certain.

(i)Collateral. The Collateral shall be subject to the perfected first priority Lien (subject only to Permitted Liens) established pursuant to, and to the extent required to be perfected as of the Closing Date under, the HoldCo Security Documents.

(j)Rating of HoldCo Loans. Each HoldCo Lender shall have received evidence reasonably satisfactory to counsel for the HoldCo Lenders that the HoldCo Loans have been assigned a rating equal to or better than BBB- by Kroll.

(k)CUSIP Number. On or prior to the Closing Date, a “CUSIP” Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the HoldCo Loans.

(l)No Default. On the Closing Date, the HoldCo Financing Documents (other than this Agreement) shall be in full force and effect, and no Default or Event of Default (as such terms are defined in each such HoldCo Financing Document) under any HoldCo Financing Document shall have occurred and be continuing.

(m)Bank Regulatory Requirements. Each HoldCo Lender shall have received, or had access to, to the extent requested at least three Business Days prior to the Closing Date:

(i)a Beneficial Ownership Certification from the HoldCo Borrower if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; and

(ii)all documentation and other information required by bank regulatory authorities under applicable KYC Requirements.

6.2.Conditions to Borrowing Date

The obligation of each HoldCo Lender to make its HoldCo Loans on the Borrowing Date is subject to the satisfaction or waiver of the following conditions:

(a)Notice of HoldCo Loan Borrowing. The HoldCo Administrative Agent shall have received a duly executed Borrowing Notice, as required by and in accordance with Section 2.2.

(b)Payment of Fees. The HoldCo Administrative Agent shall have received for its own account, or for the account of each HoldCo Lender under this Agreement entitled thereto, all fees due and payable pursuant to this Agreement, the Fee Letters, and any other

HoldCo Financing Document and all costs and expenses (including costs, fees, and expenses of legal counsel) payable hereunder or thereunder for which invoices have been presented.

(c)Absence of Default. No Default or Event of Default has occurred and is continuing on such date or will result from the consummation of the transactions contemplated by the HoldCo Financing Documents.

7.COVENANTS

The HoldCo Borrower covenants and agrees that until the Credit Agreement Discharge Date, it shall perform or observe or cause to be performed or observed (as applicable) each of the following obligations set forth in this Article 7 in favor and for the benefit of the HoldCo Administrative Agent and each HoldCo Lender.

7.1.Distributions

(a)The HoldCo Borrower will not make or agree to make, directly or indirectly, any Distributions (other than HoldCo Extraordinary Distributions) unless on the Distribution Date each of the following conditions has been satisfied:

(i)no Default or Event of Default has occurred and is continuing;

(ii)the Consolidated Historical DSCR as of the Fiscal Quarter most recently ended or then ending is at least 1.25 to 1.00;

(iii)the Consolidated Projected DSCR for the next four Fiscal Quarter period is at least 1.25 to 1.00; provided, that the HoldCo Borrower may, at its option, exclude any amounts comprising scheduled bullet or balloon principal payments of HoldCo Secured Debt that was pre-funded with proceeds of Indebtedness; and

(iv)the BX HoldCo DSRA is funded in cash and/or by DSR LC in an amount equal to or greater than its then-required DSRA Reserve Amount; provided, that for purposes of the definition of “DSRA Reserve Amount” set forth in the Collateral and Intercreditor Agreement, the amount required to be funded pursuant to this Agreement shall be the HoldCo Loan DSRA Reserve Amount;

(v)the Project Completion Date has occurred;

(vi)the HoldCo Borrower shall have delivered to the HoldCo Administrative Agent a certificate of an Authorized Officer of the HoldCo Borrower, dated the Distribution Date, certifying that each of the conditions set forth in clauses (i) through (v) above has been satisfied as of such date.

(b)To the extent the HoldCo Borrower receives Project Extraordinary Distributions from the OpCo Borrower and the HoldCo Borrower delivers information reasonably satisfactory to the HoldCo Administrative Agent showing that the conditions for making such Project Extraordinary Distributions under the P1 Financing Documents have been satisfied, the HoldCo Borrower may:

(i)make HoldCo Extraordinary Distributions with respect to such Project Extraordinary Distributions described in clauses (a), (c), (i) and (l) thereof;

(ii)make HoldCo Extraordinary Distributions with respect to such Project Extraordinary Distributions described in clause (h) thereof so long as no Event of Default has occurred and is continuing or would reasonably be expected to result therefrom; and

(iii)make HoldCo Extraordinary Distributions with respect to such Project Extraordinary Distributions described in clauses (b), (d), (e), (f), (g), (j) and (k) thereof, provided that no Default or Event of Default has occurred and is continuing or would reasonably be expected to result therefrom.

7.2.Use of Proceeds

(a)The HoldCo Borrower shall use the proceeds of the HoldCo Loans solely for (a) voluntary equity contributions to the OpCo Borrower and the payment of fees and transaction expenses in respect of the transactions hereunder in accordance with the funds flow memorandum delivered to the HoldCo Administrative Agent on or prior to the Closing Date and (b) general and administrative expenses of the HoldCo Borrower.

7.3.Incurrence of Indebtedness

(a)The HoldCo Borrower will not, directly or indirectly, create, incur, assume, permit, suffer to exist or otherwise be or become liable with respect to, contingently or otherwise (collectively, “incur”) any Indebtedness other than Permitted Indebtedness.

(b)The HoldCo Borrower will not incur any Replacement Debt unless (i) no Event of Default has occurred and is continuing or would reasonably be expected to result from the incurrence thereof, (ii) the HoldCo Borrower shall have demonstrated, by delivery of an updated base case forecast, that (after taking into account the incurrence of such Replacement Debt) the Consolidated Projected DSCR for each rolling four Fiscal Quarter period commencing on the first Quarterly Payment Date after the incurrence of such Replacement Debt and through the Credit Agreement Maturity Date shall not be less than 1.40:1.00; provided, that for purposes of this clause (ii), the Consolidated Projected CFADS used to calculate the Consolidated Projected DSCR shall assume, if such Replacement Debt is incurred prior to the Project Completion Date, that all commitments for HoldCo Secured Debt and Project Senior Secured Debt will be fully drawn, (iii) the weighted average life to maturity of the Replacement Debt shall be longer than the weighted average life to maturity of the HoldCo Secured Debt being replaced, (iv) the final maturity date of the Replacement Debt shall occur after the maturity date of the HoldCo Secured Debt being replaced, (v) upon the incurrence of such Replacement Debt, a Rating Reaffirmation shall have occurred, and (vi) the HoldCo Borrower shall have delivered to the HoldCo Administrative Agent an Officer’s Certificate certifying as to the satisfaction of the conditions set forth in this Section 7.3(a).

(c)The HoldCo Borrower will not incur any Supplemental Debt unless (i) no Default or Event of Default has occurred and is continuing or would reasonably be expected to

result from the incurrence thereof, (ii) the HoldCo Borrower shall have demonstrated, by delivery of an updated base case forecast, that (after taking into account the incurrence of such Supplemental Debt) the Consolidated Projected DSCR for each rolling four Fiscal Quarter period commencing on the first Quarterly Payment Date after the incurrence of such Supplemental Debt and through the Credit Agreement Maturity Date shall not be less than 1.40:1.00; provided, that for purposes of this clause (ii), the Consolidated Projected CFADS used to calculate the Consolidated Projected DSCR shall assume that all commitments for HoldCo Secured Debt and Project Senior Secured Debt will be fully drawn as of the date on which such Supplemental Debt is incurred, (iii) upon the incurrence thereof, a Rating Reaffirmation shall have occurred, and (iv) the HoldCo Borrower shall have delivered to the HoldCo Administrative Agent an Officer’s Certificate certifying as to the satisfaction of the conditions set forth in this Section 7.3(c).

(d)The HoldCo Borrower will not incur any Relevering Debt unless (i) no Default or Event of Default has occurred and is continuing or would reasonably be expected to result from the incurrence thereof, (ii) the Project Completion Date shall have occurred, (iii) the HoldCo Borrower shall have demonstrated, by delivery of an updated base case forecast, that (after taking into account the incurrence of such Relevering Debt) the Consolidated Projected DSCR for each rolling four Fiscal Quarter period commencing on the first Quarterly Payment Date after the incurrence of such Relevering Debt and through the Credit Agreement Maturity Date shall not be less than 1.40:1.00, (iv) upon the incurrence of such Relevering Debt, a Rating Reaffirmation shall have occurred confirming that any Specified Rating Agency then rating the HoldCo Loans shall rate the HoldCo Loans equal to or better than the Required Rating, (v) Substantial Completion under, and as defined in, the T1/T2 EPC Contract (as defined in the P1 Common Terms Agreement) of the Train 2 Facility shall have occurred, and (vi) the HoldCo Borrower shall have delivered to the HoldCo Administrative Agent an Officer’s Certificate certifying as to the satisfaction of the conditions set forth in this Section 7.3(d).

7.4.Maintenance of Liens

(a)Without limiting the right of the HoldCo Borrower to consummate Asset Sales in accordance with the terms hereof, the HoldCo Borrower will preserve and maintain good, legal and valid title to, or rights in, the Collateral free and clear of Liens (other than Permitted Liens).

(b)The HoldCo Borrower shall not permit any Project Financing Entity to, create, incur, assume, suffer to occur or permit to subsist any Lien upon or with respect to any of its property, revenues or assets (real, personal or mixed, tangible or intangible) whether now owned or hereafter acquired, except for Project Permitted Liens.

7.5.Maintenance of Ratings

The HoldCo Borrower shall use its commercially reasonable efforts to cause the HoldCo Loans to be rated by any Specified Rating Agency.

7.6.Insurance

The HoldCo Borrower shall cause the OpCo Borrower to maintain insurance in accordance with the requirements of the P1 Financing Documents.

7.7.[Reserved]

7.8.Books, Records and Inspections; Accounting and Audit Matters.

The HoldCo Borrower shall keep proper books of record in accordance with GAAP in all material respects and permit representatives and advisors of the HoldCo Administrative Agent, upon reasonable notice, no more than twice per calendar year (unless an Event of Default has occurred and is continuing), to examine, excerpts from its books, records and documents and to make copies thereof, all at such times during normal business hours as such representatives may reasonably request upon thirty days’ advance notice.

7.9.Sanctions

The HoldCo Borrower shall not, and shall not permit or authorize any Person to, directly or knowingly indirectly, engage in any dealing or transaction (including using, lending, making payments of, contributing or otherwise making available, all or any part of, the proceeds of the HoldCo Loans or other transactions contemplated by this Agreement or any other HoldCo Financing Document), with any Person if such transaction (a) involves or is for the benefit of any Restricted Person or any Sanctioned Country except to the extent permitted for a Person required to comply with Sanctions Regulations, (b) would cause any HoldCo Lender to be in violation of, or the target of, applicable Sanctions Regulations, or (c) in any other manner that could reasonably be expected to result in any Person participating in the HoldCo Loans being in breach of any Sanctions Regulations (if any to the extent applicable to any of them) or becoming a Restricted Person.

7.10.Accounts

(a)The HoldCo Borrower shall not establish any bank accounts other than the HoldCo Accounts or the Distribution Account.

7.11.Limitation on Formation of Controlled Subsidiaries

The HoldCo Borrower shall not form or create any new Controlled Subsidiaries other than the Project Financing Entities, and, during any period when such RG Facility Entities remain Controlled Subsidiaries, the RG Facility Entities (as defined in the P1 Common Terms Agreement).

7.12.Consolidated Historical DSCR

(a)Together with the delivery of financial statements in accordance with Section 8.1(a)(ii) in respect of each full Fiscal Quarter occurring after the Financial Covenant Start Date, the HoldCo Borrower shall calculate and deliver to the HoldCo Administrative Agent and the HoldCo Lenders its calculation of the Consolidated Historical DSCR.

(b)The HoldCo Borrower shall not permit the Consolidated Historical DSCR as of the end of any Fiscal Quarter from and following the Financial Covenant Start Date to be less than 1.05 to 1.00; provided, that, notwithstanding anything to the contrary herein or in any HoldCo Financing Document, if the Consolidated Historical DSCR as of the end of any Fiscal Quarter following the Financial Covenant Start Date is (or would be) less than 1.05 to 1.00, then any direct or indirect owner of the HoldCo Borrower shall have the right to provide cash to the HoldCo Borrower, not later than twenty Business Days following the date of delivery of the calculation of the Consolidated Historical DSCR as required pursuant to Section 7.12(a) by (i) transferring from the Distribution Account to the HoldCo Accounts or (ii) causing the Equity Owners to deposit in the HoldCo Accounts such amount as, when added to the otherwise applicable Cash Flow for purposes of calculating Consolidated Historical CFADS for the applicable period, would cause the Consolidated Historical DSCR for such period to equal or exceed 1.05 to 1.00 (and upon such transfer or deposit, any default under this Section 7.12(b) shall be deemed immediately cured) (provided, that the HoldCo Borrower shall not have the right to cure a default of this Section 7.12(b) by operation hereof in respect of more than six Fiscal Quarters in aggregate prior to the Credit Agreement Maturity Date and in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which no cure of a default of this Section 7.12(b) shall have been made (it being expressly understood and agreed that a cure of a default of this Section 7.12(b) may be exercised in consecutive Fiscal Quarters)).

7.13.Merger, Consolidation, or Sale of Assets

The HoldCo Borrower may not, directly or indirectly: consolidate, amalgamate or merge with or into another Person (regardless of whether the HoldCo Borrower is the surviving entity); convert into another form of entity or continue in another jurisdiction where such conversion or continuance would be adverse in any material respect to the HoldCo Lenders; sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person; or dissolve, liquidate, terminate, reorganize or wind up nor take any action to amend or modify its corporate constituent or governing documents where such amendment would be adverse in any material respect to the HoldCo Lenders, unless (a) a Rating Reaffirmation shall have occurred or (b) any such action or transaction has been approved by the HoldCo Administrative Agent acting at the instruction of the Majority HoldCo Lenders.

7.14.Maintenance of Existence, Etc.

Except as otherwise expressly permitted by Section 7.19(a), the HoldCo Borrower shall maintain its limited liability company existence as a Delaware limited liability company.

7.15.Taxes

The HoldCo Borrower shall (a) file (or cause to be filed) all tax returns required to be filed by such HoldCo Borrower and (b) pay and discharge (or caused to be paid and discharged), before the same shall become delinquent, after giving effect to any applicable extensions, all Taxes imposed on such HoldCo Borrower or its property, unless such Taxes are subject to a Contest and

such Contest, if adversely determined, could not reasonably be expected to have a Material Adverse Effect.

7.16.Compliance with Government Rules, Etc.

(a)The HoldCo Borrower shall comply in all material respects with all material Government Rules applicable to such HoldCo Borrower.

(b)The HoldCo Borrower shall comply in all material respects with Sanctions Regulations.

(c)The HoldCo Borrower agrees that if it receives any written notice that the HoldCo Borrower is or becomes a Restricted Person (such occurrence, a “Sanctions Violation”), such HoldCo Borrower shall within a reasonable time (i) give written notice to the HoldCo Administrative Agent of such Sanctions Violation and (ii) comply with all applicable Sanctions Regulations with respect to such Sanctions Violation, and the HoldCo Borrower hereby authorizes and consents to the HoldCo Administrative Agent reasonable steps to comply with all applicable Sanctions Regulations with respect to any such Sanctions Violation, including the “freezing” or “blocking” of assets and reporting such action to the applicable Sanctions Authority.

(d)The proceeds of the HoldCo Loans will not be used by the HoldCo Borrower, directly or knowingly indirectly, in violation of any Anti-Corruption Laws or Anti-Terrorism and Money Laundering Laws (to the extent applicable), including through the making of any bribe or unlawful payment.

7.17.Separateness

The HoldCo Borrower shall comply at all times with the separateness provisions set forth on Schedule 7.17.

7.18.Nature of Business

The HoldCo Borrower shall not engage in any business or activities, or own any material assets, other than (a) the direct or indirect ownership of the Project Financing Entities and any business activities reasonably related thereto, (b) through such ownership of the Project Financing Entities, the Permitted Business, and (c) any other transactions contemplated by the HoldCo Financing Documents.

7.19.Fundamental Changes

(a)The HoldCo Borrower shall not change its legal form without providing the HoldCo Administrative Agent with at least thirty days’ prior notice.

(b)The HoldCo Borrower shall not amend its Organic Documents in a manner that would have a Material Adverse Effect.

(c)The HoldCo Borrower shall not, and shall not permit its Controlled Subsidiaries to, amend the Licenses (including, without limitation, the DOE Export Authorization and the FERC Authorization) in a manner that would have a Material Adverse Effect.

7.20.Transactions with Affiliates; Settlements

The HoldCo Borrower will not, directly or indirectly, enter into any transaction with or for the benefit of an Affiliate (including Guarantees and assumptions of obligations of an Affiliate) except: (i) transactions on terms no less favorable to the HoldCo Borrower than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate (based on then-current market conditions for transactions of a similar nature and duration and taking into account such factors as the characteristics of the goods and services, the market for such goods and services (including any applicable regulatory conditions), tax effects of the transaction, the location of the P1 Project and the counterparties), or, if no comparable arm’s-length transaction with a Person that is not an Affiliate is available, then on terms reasonably determined by the HoldCo Borrower to be fair and reasonable; (ii) any officer or director indemnification agreement or any similar arrangement entered into by the HoldCo Borrower in the ordinary course of business and payments pursuant thereto; and (iii) Distributions made in accordance with the HoldCo Financing Documents.

7.21.Project Financing Entity Covenants

The HoldCo Borrower shall not vote its interests in any Project Financing Entity, and shall not permit any Controlled Subsidiary of the HoldCo Borrower to vote its interests in any Project Financing Entity, in a manner that would allow:

(a)any termination, amendment, modification, supplement or waiver of any provision of the Organic Documents of any Project Financing Entity or any other Controlled Subsidiary of the HoldCo Borrower in a manner that would be material and adverse to the interests of the HoldCo Lenders (without limiting the foregoing, it is agreed and understood that any amendment, modification, supplement or waiver that changes a distribution policy is deemed to be material and adverse to the interests of the HoldCo Lenders);

(b)the sale, lease, transfer, or other disposal of any assets comprising the P1 Project (excluding, in each case, for the elimination of doubt, (i) any transactions permitted by the P1 Financing Documents, (ii) any pledge of Equity Interests by the OpCo Pledgor in accordance with the P1 Financing Documents, and (iii) any grant of security interest by the OpCo Borrower in accordance with the P1 Financing Documents);

(c)any Project Financing Entity to incur Indebtedness other than (i) any Indebtedness that is not “Permitted Indebtedness” (as defined in the P1 Common Terms Agreement) so long as, after giving pro forma effect to such incurrence, the Consolidated Projected DSCR for each rolling four Fiscal Quarter period is at least 1.40 to 1.00 or (ii) “Permitted Indebtedness” (as defined in the P1 Common Terms Agreement);

(d)any Project Financing Entity to amend, modify, supplement, waive, or terminate, or consent to the amendment, modification, supplement, waiver, or termination of, any provision of any P1 Financing Document in a manner that would be material and adverse to the interests of the HoldCo Lenders; provided, that, (i) without limiting the foregoing, it is agreed and understood that any amendment, modification, supplement or waiver to such P1 Financing Documents that either (A) adds any distribution condition or cash sweep mechanism not included in any P1 Financing Document as of the date hereof or

(B) modifies any distribution condition in effect as of the date hereof in a manner that (1) is not included in any other P1 Financing Document as of the date hereof and (2) reduces or has the effect of reducing the cash flow available for distribution (including, in each case of clauses (A) and (B), adding or modifying any distribution condition which would require a “Historical DSCR” or “Contracted Project DSCR” (each as defined in the P1 Common Terms Agreement) that is higher than 1.25 to 1.00) shall be deemed to be material and adverse to the interests of the HoldCo Lenders, in each case, unless (x) a Rating Reaffirmation shall have occurred with respect to the HoldCo Loans, (y) consent from the Majority HoldCo Lenders shall have been obtained or (z) the HoldCo Loans have been or will be concurrently repaid in full; provided, that, in the case of clause (z), the HoldCo Borrower shall have first consulted with the HoldCo Lenders regarding the proposed repayment and (ii) notwithstanding anything herein to the contrary, any such amendment, modification, supplement, waiver, or termination of, any provision of any P1 Financing Document that adds a distribution condition or modifies any distribution condition with respect to Project Extraordinary Distributions shall be deemed not to be material and adverse to the interests of the HoldCo Lenders; provided, that, the exception in this clause (ii) shall not apply to any modification of the definition of “Extraordinary Distributions” (as defined in the P1 Financing Documents as of the date hereof);

(e)any OpCo Borrower to amend, modify, supplement, waive, or terminate or consent to the amendment, modification, supplement, waiver, or termination of any provision of any Material Project Document to which the OpCo Borrower is a party in a manner that would have a Material Adverse Effect;

(f)the OpCo Borrower to sponsor, maintain, administer, or have any obligation to contribute to, or any liability under any defined benefit pension plan subject to Title IV of ERISA or Section 412 of the Code or any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA or plan that provides for post-retirement welfare benefits;

(g)the OpCo Borrower to incur any Permitted Subordinated Debt (as defined in the P1 Financing Documents to which the OpCo Borrower is a party);

(h)any Project Financing Entity to create, incur, assume, or suffer to exist any Lien on any of its property or assets, other than “Permitted Liens” as defined in the P1 Collateral and Intercreditor Agreement (as in effect on the date hereof or as amended as permitted by this Agreement);

(i)any Project Financing Entity to enter into any agreement or arrangement that prohibits, restricts, or imposes any condition upon the ability of such Project Financing Entity to pay dividends or other distributions to the HoldCo Borrower or to make or repay loans or advances to the HoldCo Borrower, other than (i) restrictions contained in the P1 Financing Documents (as in effect on the date hereof or as amended, supplemented or modified as permitted by Section 7.21(d)), (ii) customary restrictions contained in agreements governing Project Permitted Indebtedness, and (iii) restrictions arising under applicable law; and

(j)any Project Financing Entity to amend, modify, supplement, waive, or terminate, or consent to the amendment, modification, supplement, waiver, or termination of, any provision of any Licenses (including, without limitation, the DOE Export Authorization and the FERC Authorization) in a manner that would have a Material Adverse Effect.

7.22.GAAP

The HoldCo Borrower shall not change its Fiscal Year without the prior written consent of the HoldCo Administrative Agent. The HoldCo Borrower shall not change its accounting or financial reporting policies other than as permitted in accordance with GAAP.

7.23.Margin Stock

The HoldCo Borrower shall not use any part of the proceeds of any HoldCo Loans to purchase or carry any Margin Stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. The HoldCo Borrower shall not use any proceeds of the HoldCo Loans in a manner that could violate or be inconsistent with the provisions of Regulation T, Regulation U, or Regulation X of the Board of Governors of the Federal Reserve System, or any regulations, interpretations or rulings thereunder.

7.24.Anti-Layering

Notwithstanding anything to the contrary contained herein, the HoldCo Borrower will not, and will cause the OpCo Pledgor and the OpCo Borrower not to, create or incur any Indebtedness, other than any Indebtedness that is permitted by Section 7.21(c), that is (1) (x) secured by Liens that are contractually or structurally subordinated to the Liens securing the obligations under the P1 Financing Documents and (y) secured by Liens that are contractually or structurally senior to the Liens securing the HoldCo Secured Obligations; or (2) (x) subordinated in right of payment to the obligations under the P1 Financing Documents and (y) senior in right of payment to the HoldCo Loans.

7.25.ERISA

The HoldCo Borrower shall not sponsor, maintain, administer, or have any obligation to contribute to, or any liability under, any defined benefit pension plan subject to Title IV of ERISA or Section 412 of the Code or any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA, or any plan that provides for post-retirement welfare benefits.

7.26.Accounts Control

The HoldCo Borrower shall cause all HoldCo Accounts to be subject to a Control Agreement in favor of the HoldCo Collateral Agent and shall maintain such Control Agreements in full force and effect at all times.

7.27.RG Facility Entities

The HoldCo Borrower shall, at all times maintain, its indirect legal and beneficial ownership of all of the Equity Interests (including, for avoidance of doubt, Voting Interest) in each RG Facility

Entity, in each case, subject only to adjustment in accordance with the limited liability company agreement of such RG Facility Entity as permitted by “Permitted Indebtedness” (as defined in the P1 Common Terms Agreement, as in effect as of the date hereof or as amended, waived or modified in a manner permitted by this Agreement).

8.REPORTING COVENANTS

The HoldCo Borrower covenants and agrees that until the Credit Agreement Discharge Date, it shall perform each of the obligations set forth in this Article 8 in favor and for the benefit of the HoldCo Administrative Agent and each HoldCo Lender.

8.1.Reports

(a)The HoldCo Borrower shall furnish or cause to be furnished to the HoldCo Administrative Agent (i) annual audited consolidated financial statements of the HoldCo Borrower prepared in accordance with GAAP (together with notes thereto and a report thereon by an independent accountant of established national reputation), such statements to be so furnished within 120 days after the end of the Fiscal Year covered thereby and (ii) unaudited consolidated financial statements of the HoldCo Borrower for each of the first three Fiscal Quarters of each Fiscal Year and the corresponding quarter and year-to-year period of the prior year prepared in all material respects on a basis consistent with the annual consolidated financial statements furnished pursuant to clause (i) of this clause (a), such statements to be so furnished within sixty days after the end of each such quarter; provided, that the HoldCo Borrower shall give each HoldCo Lender prior written notice, which may be by email, of the posting or filing of any financial statements pursuant to this Section 8.1(a); and provided, further, that upon request of any holder to receive paper copies of such forms, financial statements, other information and Officer’s Certificates or to receive them by email, the HoldCo Borrower will promptly deliver paper copies or email them, as the case may be, to such holder.

(b)The HoldCo Borrower may comply with this Section 8.1 by posting the information described herein on a website or online data system no later than the date that the HoldCo Borrower is required to provide those reports to the HoldCo Administrative Agent and maintaining such posting for so long as any HoldCo Loans remain outstanding. Access to such reports on such website or online data system may be subject to a confidentiality acknowledgment and password protection; provided, that, no other conditions may be imposed on access to such reports other than a representation by the Person accessing such reports that it is the HoldCo Administrative Agent or a HoldCo Lender.

(c)Delivery of such reports, information and documents to the HoldCo Administrative Agent is for informational purposes only and the HoldCo Administrative Agent’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the HoldCo Borrower’s compliance with any of its covenants hereunder (as to which the HoldCo Administrative Agent is entitled to rely exclusively on Officer’s Certificates).

(d)Notwithstanding the foregoing, any reports or other information required to be filed, delivered or furnished pursuant to this Section 8.1 shall be deemed filed, delivered or

furnished if filed electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system).

(e)Not later than thirty days after the end of each month up to and including the month during which the Project Term Conversion Date occurs, the HoldCo Borrower shall deliver to the HoldCo Administrative Agent and HoldCo Lenders a monthly construction report from the Independent Engineer regarding the construction activities in relation to the P1 Project carried out during such month based on the report delivered by the CASA Advisor under Section 3.3(j) (Requirements of Independent Engineers) of the P1 CASA and such other information reasonably requested by the Independent Engineer.

(f)As soon as practicable and in any event, unless otherwise specified, the HoldCo Borrower shall deliver within five Business Days after the HoldCo Borrower obtains Knowledge of any of the following, written notice to the HoldCo Administrative Agent of:

(i)any Default or Event of Default and describing any action being taken or proposed to be taken with respect thereto;

(ii)promptly upon becoming aware thereof, written notice, including reasonable details, of (i) any event specific to the HoldCo Borrower, any Project Financing Entity, or the P1 Project which is reasonably likely to have a Material Adverse Effect or (ii) the occurrence of any Project Event of Default;

(iii)a change in ultimate beneficial ownership information of the HoldCo Borrower required to be provided in the Beneficial Ownership Certification most recently delivered to the HoldCo Administrative Agent;

(iv)any ERISA Event that could reasonably be expected to result in material liability to any Loan Party under ERISA or under the Code with respect to any Plan or Multiemployer Plan; and

(v)no later than five Business Days after such documents are delivered under the applicable P1 Financing Document, all audited and unaudited financial statements, certifications, and reports required to be delivered by the OpCo Borrower pursuant to the P1 Financing Documents.

(g)The HoldCo Borrower shall provide to the HoldCo Administrative Agent such other information reasonably requested by the HoldCo Administrative Agent.

(h)Notwithstanding anything to the contrary herein, the HoldCo Borrower shall not be obligated under this Article 8 to disclose any information that is (or provide any notices that are) protected by attorney-client privilege, constitutes attorney work product, is a trade secret or not permitted to be disclosed under the terms of non-disclosure agreements (provided, that the HoldCo Borrower shall use commercially reasonable efforts to obtain consent for such disclosures).

(i)The HoldCo Borrower shall deliver, or cause to be delivered, to the HoldCo Administrative Agent each notice provided to the P1 Administrative Agent in accordance

with Section 10.2 (Notice of Defaults, Events of Default and Other Events) of the P1 Credit Agreement.

(j)In connection with each of the financial statements delivered to the HoldCo Administrative Agent pursuant to this Section 8.1, the HoldCo Borrower shall provide the HoldCo Administrative Agent with an Officer’s Certificate executed by a Authorized Officer of the HoldCo Borrower certifying that:

(i)such financial statements fairly present in all material respects the financial condition and results of operations of the HoldCo Borrower on the dates and for the periods indicated on a consolidated basis in accordance with GAAP, subject, in the case of quarterly financial statements, to the absence of notes and normal year-end audit adjustments; and

(ii)no Default or Event of Default exists as of the date of such certificate or, if any Default or Event of Default exists, describing the same in reasonable detail and describing what action the HoldCo Borrower has taken and proposes to take with respect thereto.

8.2.Compliance Certificate

(a)The HoldCo Borrower shall deliver to the HoldCo Administrative Agent, within ninety days after the end of each Fiscal Year, an Officer’s Certificate stating that to the signing Authorized Officer’s knowledge no Default or Event of Default has occurred and is continuing (or, if a Default or Event of Default has occurred and is continuing, describing all such Defaults or Events of Default of which he or she has knowledge and what action the HoldCo Borrower is taking or proposes to take with respect thereto).

(b)So long as any of the HoldCo Loans are outstanding, the HoldCo Borrower will deliver to the HoldCo Administrative Agent, forthwith upon any Authorized Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the HoldCo Borrower is taking or proposes to take with respect thereto.

9.EVENTS OF DEFAULT

Each of the following events or occurrences set forth in this Article 9 shall constitute an Event of Default. To the extent that any Project Event of Default giving rise to an Event of Default under Section 9.9(b) is remedied, waived, or otherwise ceases to be continuing, the corresponding Event of Default hereunder shall automatically and correspondingly be deemed to have been remedied or shall otherwise cease to be continuing.

9.1.Non-Payment of HoldCo Secured Obligations

(a)The HoldCo Borrower shall (i) fail to pay when due any principal of any HoldCo Loans or any Replacement Debt, Supplemental Debt, or Relevering Debt (unless (x) such failure is caused by an administrative or technical error and (y) payment is made within three Business Days of its due date) or (ii) fail to pay when due any interest in respect of the

HoldCo Loans or any Replacement Debt, Supplemental Debt, or Relevering Debt, and such failure continues unremedied for a period of three Business Days.

(b)The HoldCo Borrower shall fail to pay any other HoldCo Secured Obligation payable by them under any HoldCo Financing Document or any instrument governing Replacement Debt, Supplemental Debt, or Relevering Debt, other than those set forth in Section 9.1(a) above, and such failure continues unremedied for a period of ten Business Days.

(c)A “CTA Event of Default” (as defined in the P1 Common Terms Agreement) shall have occurred under Section 7.1 (Non-Payment of Senior Secured Debt) of the P1 Common Terms Agreement, with respect to the OpCo Borrower.

9.2.Cross-Acceleration

(a)Any default shall occur with respect to any Indebtedness (other than any amount due in respect of Permitted Subordinated Debt) of the HoldCo Borrower having drawn or undrawn principal amounts in excess of $20,000,000 in the aggregate and shall have continued beyond any applicable grace period, the effect of which has been to cause the entire amount of such Indebtedness under this Section 9.2(a) to become due (whether by redemption, purchase, offer to purchase or otherwise) and such Indebtedness under this Section 9.2(a) remains unpaid or the acceleration of its stated maturity unrescinded.

(b)A “CTA Event of Default” (as defined in the P1 Common Terms Agreement) shall have occurred under Section 7.2 (Cross-Acceleration) of the P1 Common Terms Agreement with respect to the OpCo Borrower.

9.3.Breaches of Covenant

(a)The HoldCo Borrower default in the due performance and observance of any of their obligations under any of the following Section 7.1, Section 7.2, Section 7.3, Section 7.12, Section 7.14, or Section 7.19(b) of this Agreement.

(b)The HoldCo Borrower default in the due performance and observance of any of their obligations under Section 7.9, Section 7.13, Section 7.16, or Section 7.19(a) or of this Agreement and such Default continues unremedied for a period of sixty days after the date on which the HoldCo Borrower receive written notice of such Default from the HoldCo Administrative Agent.

(c)Failure by the HoldCo Borrower or the HoldCo Pledgor to comply in any material respect with any covenant or agreement hereunder (other than as otherwise set forth in this Article 9) or in any other HoldCo Financing Document; provided, that if such Default is capable of cure, no Event of Default shall have occurred pursuant to this Section 9.3(c) if such Default has been cured within ninety days after HoldCo Borrower’s Knowledge of such Default.

9.4.Breaches of Representations and Warranties

Any representation or warranty made by the HoldCo Borrower herein or in any certificate or other document delivered by it in connection herewith proves to have been incorrect when made

and a Material Adverse Effect could reasonably be expected to result therefrom, unless the facts or circumstances underlying such misrepresentation are capable of being remedied and thereafter are remedied within sixty days after the date on which the HoldCo Borrower receives written notice from the HoldCo Administrative Agent that such representation or warranty proved to have been incorrect at the time made or deemed made.

9.5.Bankruptcy

(a)A Bankruptcy shall occur with respect to any of the HoldCo Borrower or the HoldCo Pledgor.

(b)a Bankruptcy shall occur with respect to any RG Facility Entity.

(c)A “CTA Event of Default” (as defined in the P1 Common Terms Agreement) shall have occurred under Section 7.5(a) (Bankruptcy) of the P1 Common Terms Agreement with respect to the OpCo Borrower.

9.6.Liens

The Liens in favor of the HoldCo Secured Parties under the HoldCo Security Documents shall at any time cease to constitute valid and perfected Liens granting a first priority security interest in any material portion of the Collateral (subject to Permitted Liens).

9.7.Litigation

A final judgment or series of judgments in excess of $20,000,000 in the aggregate (net of insurance proceeds which are reasonably expected to be paid) against the HoldCo Borrower shall be rendered by one or more Government Authorities, arbitral tribunals or other bodies having jurisdiction over the HoldCo Borrower, and the same remains unpaid or unstayed for a period of ninety or more days from the date of entry of such judgment or series of judgments.

9.8.Illegality or Unenforceability

This Agreement or any other HoldCo Financing Document (other than any HoldCo Secured Debt Instrument), or any material provision thereof, (a) is declared by a court of competent jurisdiction to be illegal or unenforceable and such unenforceability or illegality is not cured within five Business Days following the date of entry of such judgment (provided, that such five Business Day period will apply only so long as the relevant party is attempting in good faith to cure such unenforceability), (b) should otherwise cease to be valid and binding or in full force and effect or shall be materially Impaired (in each case, except in connection with its expiration or termination in accordance with its terms in the ordinary course (and not related to any default hereunder or thereunder)), or (c) is expressly terminated, contested or repudiated by the HoldCo Borrower, or the HoldCo Pledgor, as applicable, and to the extent party thereto.

9.9.Project Events of Default

(a)A “CTA Event of Default” under Section 7.3 (Breaches of Covenant) of the P1 Common Terms Agreement shall have occurred, but only with respect to a breach of any of Section 4.5 (Compliance with Material Government Approvals), Section 4.7 (Project

Construction), Section 5.2 (Fundamental Changes), Section 5.12 (RG Facility Entity Voting), or Section 5.13 (Amendments to RG Facility Agreements) of the P1 Common Terms Agreement (in each case, as in effect on the date hereof).

(b)Other than as set forth in Section 9.9(a), a Project Event of Default shall have occurred and is continuing and such Project Event of Default shall not have been waived or made subject to forbearance in writing by the applicable Project Senior Secured Debt Holders under the applicable Project Senior Secured Debt Instruments. Notwithstanding the immediately preceding sentence, a Project Event of Default (other than with respect to those listed in Section 9.9(a)) shall be deemed to have occurred and be continuing (notwithstanding any waiver or forbearance by the applicable Project Senior Secured Debt Holders) if the facts and circumstances giving rise to such Project Event of Default would reasonably be expected to result in a Material Adverse Effect.

9.10.Designated Offtake Agreements; Major Project Documents

(a)The OpCo Borrower shall have breached its obligation under its applicable Project Senior Secured Debt Instruments to maintain the requisite capacity under its Designated Offtake Agreements and shall not have made the mandatory prepayment or prepayment offer, in each case, as required by the applicable Project Senior Secured Debt Instruments as a result thereof as and when required under the applicable Project Senior Secured Debt Instruments.

(b)Any Major Project Document at any time for any reason shall have ceased to be valid and binding or in full force and effect or shall be materially Impaired (in each case, except in connection with its expiration in accordance with its terms in the ordinary course (and not related to any default or early termination right thereunder)) or the enforceability thereof is disaffirmed in writing by or on behalf of any party thereto, the result of which would reasonably be expected to have a Material Adverse Effect.

(c)Any default or event of default by the OpCo Borrower shall have occurred and be continuing under any Major Project Document the result of which would reasonably be expected to have a Material Adverse Effect.

9.11.Required Export Authorizations; Major Government Approvals

(a)Any Required Export Authorization shall become Impaired in respect of a Designated Offtake Agreement and the OpCo Borrower shall not have mitigated or otherwise made the mandatory prepayment or prepayment offer required by the applicable Project Senior Secured Debt Instruments as a result thereof as and when required under the applicable Project Senior Secured Debt Instruments.

(b)Any Major Government Approval shall be Impaired and such Impairment results in a Project Event of Default that could reasonably be expected to have a Material Adverse Effect, unless (i) the HoldCo Borrower provides a reasonable remedial plan (which remedial plan sets forth in reasonable detail the proposed steps to be taken to cure such Impairment), no later than thirty Business Days following the date that the HoldCo Borrower has Knowledge of the occurrence of such Impairment, (ii) the HoldCo

Borrower diligently pursues the implementation of such remedial plan, and (iii) such Impairment is cured no later than ninety Business Days following the occurrence thereof (or such longer period, if any, presented by any administrative, legal, regulatory, or statutory time period applicable thereto but only as may be reasonably necessary to cure such Impairment or required by a Government Authority.

9.12.ERISA Events

An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect.

9.13.Project Completion Date

The Project fails to achieve the Project Completion Date on or before the Date Certain.

9.14.Abandonment

An Event of Abandonment (as defined in the P1 Common Terms Agreement) occurs or is deemed to have occurred.

10.REMEDIES

10.1.Acceleration Upon Bankruptcy

If any Event of Default described in Section 9.5 occurs with respect to the HoldCo Borrower, all outstanding HoldCo Commitments, if any, shall automatically terminate, the outstanding principal amount of the HoldCo Loans and all other Obligations shall automatically be and become immediately due and payable without notice, demand or further act of the HoldCo Administrative Agent or the HoldCo Lenders.

10.2.Acceleration Upon Other Event of Default

If any Event of Default occurs for any reason other than set forth in Section 10.1 and is continuing (unless cured during any applicable cure period), the HoldCo Administrative Agent may, or upon the direction of the Majority HoldCo Lenders shall, by written notice to the HoldCo Borrower, take any or all of the following actions:

(a)declare the outstanding principal amount of the HoldCo Loans and all other Obligations that are not already due and payable to be immediately due and payable (it being understood, for the avoidance of doubt, that no Call Protection Amount or premium shall be payable); and

(b)terminate all outstanding HoldCo Commitments.

The full unpaid amount of such HoldCo 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 HoldCo Commitments shall terminate. Any declaration made pursuant to this Section 10.2 may, should the Majority HoldCo Lenders in their sole and absolute discretion so elect, be rescinded by written notice to the HoldCo Borrower

at any time after the principal of the HoldCo 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.

10.3.Action Upon Event of Default

Subject to the terms of the Collateral and Intercreditor Agreement, if any Event of Default occurs for any reason and is continuing (after giving effect to any cure of the applicable Event of Default), then, the HoldCo Administrative Agent may, or upon the direction of the Majority HoldCo Lenders shall, by written notice to the HoldCo Borrower of its intention to exercise any remedies hereunder, under the other HoldCo 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 HoldCo Borrower, exercise any or all of the following rights and remedies, in any combination or order that the HoldCo Administrative Agent or the Majority HoldCo Lenders may elect, in addition to such other rights or remedies as the HoldCo Administrative Agent and the HoldCo Lenders may have hereunder, under the other HoldCo Financing Documents or at law or in equity:

(a)pursuant to the terms of the Collateral and Intercreditor Agreement, vote in favor of the taking of any and all actions necessary or desirable to implement any available remedies with respect to the Collateral under any of the HoldCo Collateral Documents;

(b)without any obligation to do so, make disbursements or HoldCo Loans as provided in Section 2.1 to or on behalf of the HoldCo Borrower to cure any Event of Default hereunder as the Majority HoldCo Lenders in their sole discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the HoldCo 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 HoldCo Secured Obligations, notwithstanding that such expenditures may, together with amounts theretofore advanced under this Agreement, exceed the amount of the HoldCo Commitments; or

(c)take (or vote in favor of the taking) other action at law or in equity as may appear necessary or desirable to collect the amounts then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the HoldCo Borrower under this Agreement or the Collateral and Intercreditor Agreement.

10.4.Application of Proceeds

Subject to the terms of the Collateral and Intercreditor Agreement, any moneys received by the HoldCo Administrative Agent from the HoldCo Collateral Agent 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 HoldCo Administrative Agent against the Obligations in the following order of priority (but without prejudice to the rights of the HoldCo Lenders, subject to the terms of the Collateral and Intercreditor Agreement, to recover any shortfall from the HoldCo 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 HoldCo Administrative Agent in its capacity 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) payable to the HoldCo Lenders ratably in proportion to the amounts described in this clause (b) payable to them, as certified by the HoldCo Administrative Agent;

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

(d)fourth, to payment, on a pro rata basis, of that principal amount of the HoldCo Loans payable to the HoldCo Lenders (in inverse order of maturity), ratably among the HoldCo Lenders in proportion to the respective amounts described in this clause (d) held by them, as certified by the HoldCo Administrative Agent; and

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

11.THE HOLDCO ADMINISTRATIVE AGENT

11.1.Appointment and Authority

(a)Each of the HoldCo Lenders hereby appoints, designates and authorizes Wilmington Trust, National Association, as its HoldCo Administrative Agent under and for purposes of each HoldCo Financing Document to which the HoldCo Administrative Agent is a party, and in its capacity as the HoldCo Administrative Agent, to act on its behalf as HoldCo Secured Creditor Representative for the HoldCo Lenders. Wilmington Trust, National Association hereby accepts this appointment and agrees to act as the HoldCo Administrative Agent for the HoldCo Lenders in accordance with the terms of this Agreement, and to act as HoldCo Secured Creditor Representative for the HoldCo Lenders. Each of the HoldCo Lenders appoints and authorizes the HoldCo Administrative Agent to enter into and act on behalf of such HoldCo Lender under each HoldCo Financing Document to which it is a party and, in the absence of other written instructions from the Majority HoldCo Lenders received from time to time by the HoldCo Administrative Agent (with respect to which the HoldCo Administrative Agent agrees that it will comply, except as otherwise provided in this Section 11.1 or as otherwise advised by counsel, and subject in all cases to the terms of the Collateral and Intercreditor Agreement), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the HoldCo Administrative 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 HoldCo Financing Document, the HoldCo Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the HoldCo

Administrative Agent have or be deemed to have any fiduciary relationship with any HoldCo Lender or other Credit Agreement HoldCo Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any HoldCo Financing Document or otherwise exist against the HoldCo Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the HoldCo Administrative 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 Section 11.1 are solely for the benefit of the HoldCo Administrative Agent and the HoldCo Lenders, and neither the HoldCo Borrower nor any other Person shall have rights as a third party beneficiary of any of such provisions other than the HoldCo Borrower’s rights under Section 11.7(a) and Section 11.7(b).

11.2.Rights as a HoldCo Lender

Each Person serving as the HoldCo Administrative Agent hereunder or under any other HoldCo Financing Document shall have the same rights and powers in its capacity as a HoldCo Lender as any other HoldCo Lender and may exercise the same as though it were not the HoldCo Administrative 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 HoldCo Borrower or Affiliates of the HoldCo Borrower as if such Person were not the HoldCo Administrative Agent hereunder and without any duty to account therefor to any HoldCo Lender.

11.3.Exculpatory Provisions

(a)The HoldCo Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other HoldCo Financing Documents. Without limiting the generality of the foregoing, the HoldCo Administrative 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 HoldCo Financing Documents that the HoldCo Administrative Agent is required to exercise as directed in writing by the Majority HoldCo Lenders (or such other number or percentage of the HoldCo Lenders as shall be expressly provided for herein or in the other HoldCo Financing Documents); provided, that the HoldCo Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may require the HoldCo Administrative Agent to expend or risk its own funds or expose the HoldCo Administrative Agent to liability or that is contrary to any HoldCo Financing Document or applicable Government Rule;

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

(iv)incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the HoldCo Administrative Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, other unavailability of the Federal Reserve Bank wire or facsimile or other wire communication facility).

(b)The HoldCo Administrative Agent shall not be liable for any action taken or not taken by it (i) with the prior written consent or at the request of the Majority HoldCo Lenders (or such other number or percentage of the HoldCo Lenders as may be necessary, or as the HoldCo Administrative Agent may believe in good faith to be necessary, under the circumstances as provided in Section 12.1) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a final and Non-Appealable judgment of a court of competent jurisdiction. The HoldCo Administrative 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 a responsible officer of the HoldCo Administrative Agent in writing by the HoldCo Borrower or a HoldCo Lender

(c)The HoldCo Administrative 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 HoldCo Financing Document, (ii) the contents of any certificate, report, or other document delivered hereunder or thereunder or in connection herewith or therewith (including any HoldCo Financing Document to which it is not a party), (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 HoldCo 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 HoldCo Security Document, or (v) the satisfaction of any condition set forth in Article 6 or elsewhere herein, other than to confirm receipt of any items expressly required to be delivered to the HoldCo Administrative Agent.

(d)Any permissive right, authority, or discretion granted to the HoldCo Administrative Agent under any HoldCo Financing Document (including any right to take or omit to take any action) shall not be construed as a duty or obligation to take (or omit to take) any such action. The HoldCo Administrative Agent shall have no liability for the exercise or non-exercise of any such permissive right, except to the extent that any losses, claims, damages, liabilities or related expenses arising therefrom have been determined by a final and non-appealable judgment of a court of competent jurisdiction to have directly

resulted from the HoldCo Administrative Agent’s gross negligence or willful misconduct, as determined by a final and Non-Appealable judgment of a court of competent jurisdiction.

11.4.Reliance by HoldCo Administrative Agent

The HoldCo Administrative 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 HoldCo Administrative 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 HoldCo Loan that by its terms must be fulfilled to the satisfaction of any HoldCo Lender, the HoldCo Administrative Agent may presume that such condition is satisfactory to such HoldCo Lender unless the HoldCo Administrative Agent has received notice to the contrary from such HoldCo Lender prior to the making of such HoldCo Loan. Before the HoldCo Administrative Agent acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The HoldCo Administrative Agent will not be liable for any action it takes, suffers, or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The HoldCo Administrative Agent may consult with legal counsel (who may be counsel for the HoldCo 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.

11.5.Delegation of Duties

The HoldCo Administrative Agent may perform any and all of its duties and exercise any and all its rights and powers hereunder or under any other HoldCo Financing Document by or through any one or more sub-agents appointed by the HoldCo Administrative Agent. The HoldCo Administrative 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 11 shall apply to any such sub-agent and to the Related Parties of the HoldCo Administrative Agent, and shall apply to all of their respective activities in connection with their acting as or for the HoldCo Administrative Agent. The HoldCo Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and Non-Appealable judgment that the HoldCo Administrative Agent acted with gross negligence or willful misconduct in the selection or supervision of such sub-agents.

11.6.Request for Indemnification by the HoldCo Lenders

The HoldCo Administrative 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 HoldCo 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.

11.7.Resignation or Removal of HoldCo Administrative Agent

(a)The HoldCo Administrative Agent may resign from the performance of all its functions and duties hereunder and under the other HoldCo Financing Documents at any time by giving thirty days’ prior notice to the HoldCo Borrower, the HoldCo Collateral Agent, and the HoldCo Lenders. In the event Wilmington Trust, National Association is no longer the HoldCo Administrative Agent, any successor HoldCo Administrative Agent may be removed at any time with cause by the Majority HoldCo Lenders. Any such resignation or removal shall take effect upon the appointment of a successor HoldCo Administrative Agent, in accordance with this Section 11.7.

(b)Upon any notice of resignation by the HoldCo Administrative Agent or upon the removal of the HoldCo Administrative Agent by the Majority HoldCo Lenders or any HoldCo Lender in accordance with Section 11.7(a), the Majority HoldCo Lenders shall appoint a successor HoldCo Administrative Agent, hereunder and under each other HoldCo Financing Document to which the HoldCo Administrative Agent is a party, such successor HoldCo Administrative Agent to be a commercial bank (i) that has a combined capital and surplus of at least $1,000,000,000 and (ii) that is a FATCA Exempt Party; provided, that if no Default or Event of Default shall then be continuing, appointment of a successor HoldCo Administrative Agent shall also be acceptable to the HoldCo Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed). The fees payable by the HoldCo Borrower to a successor HoldCo Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the HoldCo Borrower and such successor.

(c)If no successor HoldCo Administrative Agent has been appointed by the Majority HoldCo Lenders within thirty days after the date such notice of resignation was given by such resigning HoldCo Administrative Agent, such HoldCo Administrative Agent’s resignation shall nevertheless become effective and the Majority HoldCo Lenders shall thereafter perform all the duties of such HoldCo Administrative Agent hereunder and/or under any other HoldCo Financing Document until such time, if any, as the Majority HoldCo Lenders appoint a successor HoldCo Administrative Agent. If no successor HoldCo Administrative Agent has been appointed by the Majority HoldCo Lenders within thirty days after the date the Majority HoldCo Lenders elected to remove such Person, any Credit Agreement HoldCo Secured Party may petition any court of competent jurisdiction for the appointment of a successor HoldCo Administrative Agent. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor HoldCo Administrative Agent, who shall serve as HoldCo Administrative Agent hereunder and under each other HoldCo Financing Document to which it is a party until such time, if any, as the Majority HoldCo Lenders appoint a successor HoldCo Administrative Agent, as provided above.

(d)Upon the acceptance of a successor’s appointment as HoldCo Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) HoldCo Administrative Agent, and the retiring (or removed) HoldCo Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other HoldCo Financing Documents and the replaced HoldCo Administrative Agent shall make available to the successor

HoldCo Administrative Agent such records, documents and information in the replaced HoldCo Administrative Agent’s possession and provide such assistance as the successor HoldCo Administrative Agent may reasonably request in connection with its appointment as the successor HoldCo Administrative Agent. After the retirement or removal of the HoldCo Administrative Agent hereunder and under the other HoldCo Financing Documents, the provisions of this Article 11 and Section 12.8 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 HoldCo Administrative Agent.

(e)Any corporation or association into which the HoldCo Administrative Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the HoldCo Administrative Agent is a party, will be and become the successor HoldCo Administrative Agent under this Agreement and will have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act.

11.8.No Amendment to Duties of HoldCo Administrative Agent Without Consent

The HoldCo Administrative Agent shall not be bound by any waiver, amendment, supplement or modification of this Agreement or any other HoldCo Financing Document that affects its rights or duties hereunder or thereunder unless such HoldCo Administrative Agent shall have given its prior written consent, in its capacity as HoldCo Administrative Agent thereto.

11.9.Non-Reliance on HoldCo Administrative Agent and HoldCo Lenders

Each of the HoldCo Lenders acknowledges that it has, independently and without reliance upon the HoldCo Administrative Agent, any other HoldCo 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 HoldCo Lenders also acknowledges that it will, independently and without reliance upon the HoldCo Administrative Agent any other HoldCo 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 HoldCo Financing Document or any related agreement or any document furnished hereunder or thereunder.

11.10.Copies

The HoldCo Administrative Agent shall give prompt notice to each HoldCo Lender of receipt of each written notice or request required or permitted to be given to the HoldCo Administrative Agent by the HoldCo Borrower pursuant to the terms of this Agreement or any other HoldCo Financing Document (unless concurrently delivered to the HoldCo Lenders by the HoldCo Borrower). The HoldCo Administrative Agent will distribute to each HoldCo Lender each document and other written communication received by the HoldCo Administrative Agent from

the HoldCo Borrower for distribution to the HoldCo Lenders by the HoldCo Administrative Agent in accordance with the terms of this Agreement or any other HoldCo Financing Document.

11.11.Erroneous Payments.

(a)If the HoldCo Administrative Agent (i) notifies a HoldCo Lender or any Person who has received funds on behalf of a HoldCo Lender (any such HoldCo Lender or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the HoldCo Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the HoldCo Administrative Agent) received by such Payment Recipient from the HoldCo Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such HoldCo Lender or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (ii) demands in writing the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the HoldCo Administrative Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within five Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the HoldCo Administrative Agent pending its return or repayment as contemplated below in this Section 11.11 and held in trust for the benefit of the HoldCo Administrative Agent, and such HoldCo Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the HoldCo Administrative Agent may, in its sole discretion, specify in writing), return to the HoldCo Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the HoldCo Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the HoldCo Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the HoldCo Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the HoldCo Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)Without limiting the immediately preceding clause (a), each HoldCo Lender or any Person who has received funds on behalf of a HoldCo Lender (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment, or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution, or otherwise) from the HoldCo Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the HoldCo Administrative Agent (or any of its Affiliates) with respect to such payment,

prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the HoldCo Administrative Agent (or any of its Affiliates), or (z) that such HoldCo Lender or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:

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

(ii)such HoldCo Lender shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y), and (z)) notify the HoldCo Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the HoldCo Administrative Agent pursuant to this Section 11.11(b).

For the avoidance of doubt, the failure to deliver a notice to the HoldCo Administrative Agent pursuant to this Section 11.11(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 11.11(a) or on whether or not an Erroneous Payment has been made.

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

(d)In the event that an Erroneous Payment (or portion thereof) is not recovered by the HoldCo Administrative Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any HoldCo Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the HoldCo Administrative Agent’s notice to such HoldCo Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (i) such HoldCo Lender shall be deemed to have assigned its HoldCo Loans (but not its HoldCo Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the HoldCo Administrative Agent may specify) (such assignment of the HoldCo Loans (but not HoldCo Commitments) of the

Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the HoldCo Administrative Agent in such instance)), and is hereby (together with the HoldCo Borrower) deemed to execute and deliver a Lender Assignment Agreement with respect to such Erroneous Payment Deficiency Assignment, and such HoldCo Lender shall deliver any HoldCo Notes evidencing such HoldCo Loans to the HoldCo Borrower or the HoldCo Administrative Agent (but the failure of such Person to deliver any such HoldCo Notes shall not affect the effectiveness of the foregoing assignment), (ii) the HoldCo Administrative Agent as the assignee HoldCo Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the HoldCo Administrative Agent as the assignee HoldCo Lender shall become a HoldCo Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning HoldCo Lender shall cease to be a HoldCo Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable HoldCo Commitments which shall survive as to such assigning HoldCo Lender, (iv) the HoldCo Administrative Agent and the HoldCo Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (v) the HoldCo Administrative Agent will reflect in the Register its ownership interest in the HoldCo Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the HoldCo Commitments of any HoldCo Lender and such HoldCo Commitments shall remain available in accordance with the terms of this Agreement.

(e)Subject to Section 12.4, the HoldCo Administrative Agent may, in its discretion, sell any HoldCo Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable HoldCo Lender shall be reduced by the net proceeds of the sale of such HoldCo Loan (or portion thereof), and the HoldCo Administrative Agent shall retain all other rights, remedies, and claims against such HoldCo Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable HoldCo Lender (i) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the HoldCo Administrative Agent on or with respect to any such HoldCo Loans acquired from such HoldCo Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such HoldCo Loans are then owned by the HoldCo Administrative Agent) and (ii) may, in the sole discretion of the HoldCo Administrative Agent, be reduced by any amount specified by the HoldCo Administrative Agent in writing to the applicable HoldCo Lender from time to time.

(f)The parties hereto agree that (i) irrespective of whether the HoldCo Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the HoldCo Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a HoldCo Lender, to the rights and

interests of such HoldCo Lender, as the case may be) under the HoldCo Financing Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) and (ii) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the HoldCo Borrower; provided, that this Section 11.11 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the HoldCo Borrower relative to the amount (or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the HoldCo Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (i) and (ii) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the HoldCo Administrative Agent from, or on behalf of (including through the exercise of remedies under any HoldCo Financing Document), the HoldCo Borrower for the purpose of a payment on the Obligations.

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

(h)Notwithstanding anything to the contrary herein or in any other HoldCo Financing Document, neither any Loan Party nor any of its respective Affiliates shall have any obligations or liabilities (including the payment of any assignment or processing fee payable to the HoldCo Administrative Agent in connection therewith) directly or indirectly arising out of this Section 11.11 in respect of any Erroneous Payment (other than having consented to the assignment referenced in clause (d) above).

(i)Each party’s obligations, agreements, and waivers under this Section 11.11 shall survive the resignation or replacement of the HoldCo Administrative Agent, any transfer of rights or obligations by, or the replacement of, a HoldCo Lender, the termination of the applicable HoldCo Commitments, or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any HoldCo Financing Document.

12.MISCELLANEOUS PROVISIONS

12.1.Amendments, Etc.

(a)Without Consent of HoldCo Lenders.

(i)Notwithstanding clause (b) and subject to the terms of the Collateral and Intercreditor Agreement, the HoldCo Borrower and the HoldCo Administrative Agent may amend or supplement this Agreement or any other HoldCo Financing Document without the consent of any HoldCo Lender and the HoldCo Collateral Agent:

(A)to cure any ambiguity, defect, or inconsistency;

(B)to make any change that would provide any additional rights or benefits to the HoldCo Lenders or that does not adversely affect the legal rights hereunder of any HoldCo Lender;

(C)to provide for a successor HoldCo Administrative Agent in accordance with the provisions of this Agreement; or

(D)to provide for the assumption of the HoldCo Borrower’s obligations to the HoldCo Lenders by a successor to the HoldCo Borrower pursuant to Section 7.13;

(ii)Upon the request of the HoldCo Borrower accompanied by a resolution duly adopted by the authorized governing body authorizing the execution of any such amendment, and upon receipt by the HoldCo Administrative Agent of the documents described in Section 11.4, HoldCo Administrative Agent will join with the HoldCo Borrower in the execution of any amendment authorized or permitted by the terms of this Agreement and to make any further appropriate agreements and stipulations that may be therein contained, but the HoldCo Administrative Agent will not be obligated to enter into such amendment that affects its own rights, duties or immunities under this Agreement or otherwise.

(b)With Consent of HoldCo Lenders.

(i)Except as otherwise provided in this Section 12.1 and subject to the terms of the Collateral and Intercreditor Agreement, neither this Agreement nor any provision hereof may be amended, modified, or waived unless in writing signed by the HoldCo Borrower and the Majority HoldCo Lenders or the HoldCo Administrative Agent as directed by the Majority HoldCo Lenders, and each such amendment, modification, or waiver shall be effective only in the specific instance and for the specific purpose for which given; provided, that

(A)the consent of each HoldCo Lender (in each case, other than any HoldCo Lender that is a Loan Party, an Equity Owner or an Affiliate or Controlled Subsidiary thereof) directly and adversely affected thereby will be required with respect to any amendment, modification or waiver in order to:

(1)extend or increase any HoldCo Commitment;

(2)extend the maturity date or postpone any date scheduled for any payment of principal, fees, or interest (as applicable) under Section 3.1, Section 3.2, Section 3.8, or Section 3.11 or any date fixed by the HoldCo Administrative Agent for the payment of fees or other amounts due to the HoldCo Lenders (or any of them) hereunder;

(3)reduce the principal of, or the interest or rate of interest specified herein on, any HoldCo Loan or any Fees or other amounts

(including any amounts payable pursuant to Section 3.8) payable to any HoldCo Lender hereunder;

(4)change the pro-rata treatment, sharing of payments, order of application of any reduction in any HoldCo Commitments or any prepayment of HoldCo Loans from the application thereof set forth in the applicable provisions of Section 2.4, Section 3.7, Section 3.8, Section 3.12, Section 3.13, or Section 10.4, respectively, in any manner; or

(5)contractually subordinate the Liens in favor of the HoldCo Collateral Agent over the Collateral under and pursuant to the HoldCo Security Documents to Liens over the Collateral securing any other Indebtedness (it being understood that this clause (5) shall not (i) override the permission for (x) Permitted Liens or (y) Indebtedness permitted by HoldCo Financing Documents or (ii) apply to the incurrence of financing provided to the HoldCo Borrower pursuant to Section 364 of the Bankruptcy Code or any similar proceeding under any other applicable Debtor Relief Laws);

(ii)amend, modify, waive, or supplement the terms of Section 12.4.

(iii)Upon the request of the HoldCo Borrower accompanied by a resolution duly adopted by the authorized governing body of the HoldCo Borrower authorizing the execution of any such amendment, and upon the filing with the HoldCo Administrative Agent of evidence satisfactory to the HoldCo Administrative Agent of the consent of the HoldCo Lenders as aforesaid, and upon receipt by the HoldCo Administrative Agent of the documents described in Section 11.4, the HoldCo Administrative Agent will join with the HoldCo Borrower in the execution of such amendment unless such amendment directly affects the HoldCo Administrative Agent’s own rights, duties or immunities under this Agreement or otherwise, in which case the HoldCo Administrative Agent may in its discretion, but will not be obligated to, enter into such amendment.

(iv)It is not necessary for the consent of the HoldCo Lenders under this clause (b) to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance thereof.

(v)Promptly after an amendment or waiver under this clause (b) becomes effective, the HoldCo Borrower will mail or cause to be mailed to the HoldCo Lenders affected thereby a notice briefly describing the amendment or waiver and executed or true and correct copies of each amendment, waiver or consent effected. Any failure of the HoldCo Borrower to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, waiver or consent.

(c)In determining whether the HoldCo Lenders of the required principal amount of HoldCo Loans have concurred in any direction, waiver or consent, any HoldCo Lender that is a Loan Party, an Equity Owner or an Affiliate or Controlled Subsidiary thereof will be considered as though not outstanding. For purposes of determining whether the HoldCo Administrative Agent will be protected in relying on any such direction, waiver or consent, only HoldCo Lenders that the HoldCo Administrative Agent knows is a Loan Party, an Equity Owner or an Affiliate or Controlled Subsidiary thereof will be so disregarded.

12.2.Entire Agreement

(a)This Agreement, the other HoldCo 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.

(b)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.

12.3.Governing Law; Jurisdiction; Etc.

(a)GOVERNING LAW. THIS AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

(b)SUBMISSION TO JURISDICTION. TO THE EXTENT PERMITTED BY GOVERNMENT RULES, 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 HOLDCO FINANCING DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES 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 OF THE PARTIES 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 HOLDCO 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 HOLDCO

FINANCING DOCUMENT AGAINST THE HOLDCO BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION IF GOVERNMENT RULES DO NOT PERMIT A CLAIM, ACTION OR PROCEEDING REFERRED TO IN THE FIRST SENTENCE OF THIS SECTION 12.3(b) 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 HOLDCO FINANCING DOCUMENT IN ANY COURT REFERRED TO IN SECTION 12.3(b). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY GOVERNMENT RULES, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)Service of Process. Each Party hereto 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 12.11.

(e)Immunity. To the extent that the HoldCo 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 HoldCo Borrower hereby irrevocably and unconditionally waives such immunity in respect of its obligations under the HoldCo Financing Documents and, without limiting the generality of the foregoing, agrees that the waiver set forth in this Section 12.3(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 HOLDCO 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 HOLDCO FINANCING DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.3.

12.4.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 HoldCo Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each of the HoldCo Lenders and the HoldCo Administrative Agent (and any attempted assignment or other transfer by the HoldCo Borrower without such consent shall be null and void), and no HoldCo Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with Section 12.4(b) and Section 12.4(c), (ii) by way of participation in accordance with Section 12.4(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 12.4(e) (and any other attempted assignment or transfer by any Party hereto shall be null and void).

(b)

(i)Subject to Section 12.4(h), this Section 12.4(b) and Section 12.4(c) any HoldCo Lender may at any time after the Closing Date assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including its participations in the HoldCo Loans at the time owing to it).

(ii)If the assignee is not a HoldCo Lender prior to such assignment, it shall deliver to the HoldCo Administrative Agent an administrative questionnaire and all documentation and other information required by bank regulatory authorities under applicable KYC Requirements.

(iii)Except in the case of an assignment of the entire remaining amount of the assigning HoldCo Lender’s HoldCo Loans, the outstanding HoldCo Loans subject to each such assignment (determined as of the date the Lender Assignment Agreement with respect to such assignment is delivered to the HoldCo Administrative Agent or, if a “Trade Date” is specified in the Lender Assignment Agreement, as of such date) shall not be less than $100,000 and in integral multiples of $1,000, unless the HoldCo Borrower otherwise consents. The parties to each assignment shall execute and deliver to the HoldCo Administrative Agent a Lender Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the HoldCo Administrative Agent’s sole discretion and shall be waived in the case of an assignment by a HoldCo Lender to one or more of its Affiliates).

(iv)Subject to acceptance and recording thereof by the HoldCo Administrative Agent pursuant to Section 2.5(b), from and after the effective date specified in each Lender Assignment Agreement, the 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 HoldCo Lender under this Agreement, and the assigning HoldCo Lender thereunder 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 assigning HoldCo Lender’s rights and obligations

under this Agreement, such HoldCo Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 4.1 hereof and Section 8.6 (Expenses) of the HoldCo Security Agreement with respect to facts and circumstances occurring prior to the effective date of such assignment.

(v)Upon request, the HoldCo Borrower (at their expense) shall execute and deliver the applicable HoldCo Notes to the assignee HoldCo Lender and/or revised HoldCo Notes to the assigning HoldCo Lender reflecting such assignment.

(vi)Any assignment or transfer by a HoldCo Lender of rights or obligations under this Agreement that does not comply with this Section 12.4(b) shall be treated for purposes of this Agreement as a sale by such HoldCo Lender of a participation in such rights and obligations in accordance with Section 12.4(d).

(c)The HoldCo Administrative Agent shall maintain the Register in accordance with Section 2.5(b) above. Notwithstanding anything to the contrary in this Agreement, (i) the HoldCo Loans (and any HoldCo Notes evidencing such HoldCo Loans) are registered obligations, (ii) the rights, title and interests of the HoldCo Lenders and their assignees in and to any HoldCo Loans shall be transferable only upon notation of such transfer in the Register and (iii) no assignment of a HoldCo Loan shall be effective until recorded therein. This Section 12.4 shall be construed such that the HoldCo Loans are at all times maintained in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Proposed Treasury Regulations Section 1.163-5(b) and within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of the Code and any related United States Treasury Regulations (or any other relevant or successor provisions of the Code or of such United States Treasury Regulations).

(d)Any HoldCo Lender may, at any time, without the consent of, or notice to, the HoldCo Borrower or the HoldCo Administrative Agent, sell participations to any Person (other than a natural person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) (each, a “Participant”) in all or a portion of such HoldCo Lender’s rights or obligations under this Agreement (including all or a portion of its HoldCo Commitment or the HoldCo Loans owing to it); provided, that (i) such HoldCo Lender’s obligations under this Agreement shall remain unchanged, (ii) such HoldCo Lender remains solely responsible to the other parties hereto for the performance of such obligations and such participation shall not give rise to any legal privity between the HoldCo Borrower and the Participant, and (iii) the HoldCo Borrower, the HoldCo Administrative Agent, the HoldCo Collateral Agent, and the other HoldCo Lenders shall continue to deal solely and directly with such HoldCo Lender in connection with such HoldCo Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each HoldCo Lender shall be responsible for the indemnity under Section 12.8 with respect to any payments made by such HoldCo Lender to its Participant(s). Any agreement or instrument pursuant to which a HoldCo Lender sells such a participation shall provide that such HoldCo 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 HoldCo Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the proviso to Section 12.1(a) that

directly affects such Participant. The HoldCo Borrower agrees that each Participant shall be entitled to the benefits of Section 4.2 (subject to the requirements and limitations therein, including the requirements under Section 4.2(g) (it being understood that any documentation required under Section 4.2 shall be delivered to the participating HoldCo Lender)) to the same extent as if it were a HoldCo Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 12.4; provided, that such Participant (A) agrees to be subject to the provisions of Section 4.1 as if it were an assignee under clause (b) of this Section 12.4 and (B) shall not be entitled to receive any greater payment under Section 4.2, with respect to any participation, than its participating HoldCo 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 HoldCo Lender that sells a participation agrees, at the HoldCo Borrower’s request and expense, to use reasonable efforts to cooperate with the HoldCo Borrower to effectuate the provisions of Section 4.1 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.14 as though it were a HoldCo Lender; provided, that such Participant agrees to be subject to Section 3.13 as though it were a HoldCo Lender. Each HoldCo Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the HoldCo 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 applicable HoldCo Loans or other obligations under the HoldCo Financing Documents (the “Participant Register”); provided, that no HoldCo 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 HoldCo Financing Document) to any other 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 and Proposed Treasury Regulations Section 1.163-5(b) and within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of the Code and any related United States Treasury Regulations (or any other relevant or successor provisions of the Code or of such United States Treasury Regulations). The entries in the Participant Register shall be conclusive absent manifest error, and such HoldCo 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 HoldCo Administrative Agent (in its capacity as HoldCo Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)Any HoldCo 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 HoldCo Notes, if any) to secure obligations of such HoldCo 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 HoldCo Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such HoldCo Lender as a Party hereto.

(f)Any HoldCo Lender may at any time, assign all or a portion of its rights and obligations with respect to HoldCo Loans under this Agreement to a Person who is or will become,

after such assignment, an Affiliated Lender through (i) Dutch auctions open to all HoldCo Lenders on a pro rata basis in accordance with the procedures set forth on Exhibit F hereto or (ii) open market purchases on a pro rata or non-pro rata basis, in each case subject to the following limitations:

(i)the assigning HoldCo Lender and the Affiliated Lender purchasing such HoldCo Lender’s HoldCo Loans shall execute and deliver to the HoldCo Administrative Agent an assignment agreement substantially in the form of Exhibit D-2 hereto (an “Affiliated Lender Assignment Agreement”);

(ii)Affiliated Lenders will not receive information provided solely to HoldCo Lenders by the HoldCo Administrative Agent or any HoldCo Lender and will not be permitted to attend or participate in conference calls or meetings attended solely by the HoldCo Lenders and the HoldCo Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its HoldCo Loans or HoldCo Commitments required to be delivered to HoldCo Lenders pursuant to Article 2;

(iii)the aggregate principal amount of HoldCo Loans held at any one time by Affiliated Lenders shall not exceed 25% of the principal amount of all HoldCo Loans at such time outstanding (measured at the time of purchase) (such percentage, the “Affiliated Lender Cap”); provided, that, to the extent any assignment to an Affiliated Lender would result in the aggregate principal amount of all HoldCo Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap, the assignment of such excess amount will be void ab initio; and

(iv)as a condition to each assignment pursuant to this Section 12.4(f), the HoldCo Administrative Agent shall have been provided a notice in connection with each assignment to an Affiliated Lender or a Person that upon effectiveness of such assignment would constitute an Affiliated Lender pursuant to which such Affiliated Lender shall waive any right to bring any action in connection with such HoldCo Loans against the HoldCo Administrative Agent, in its capacity as such.

(g)The words “execution,” “signed,” “signature,” and words of like import in any Lender Assignment Agreement shall be deemed to include electronic signatures or the electronic records, 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.

(h)All assignments by a HoldCo Lender of all or a portion of its rights and obligations hereunder with respect to any then outstanding HoldCo Commitments shall be made only as an assignment of the same percentage of outstanding HoldCo Commitments and HoldCo Loans and a proportionate part of all the assigning HoldCo Lender’s rights and

obligations under this Agreement with respect to the HoldCo Loans and HoldCo Commitments.

(i)No sale, assignment, transfer, negotiation, or other disposition of the interests of any HoldCo Lender hereunder or under the other HoldCo Financing Documents shall be allowed if it could reasonably be expected to require securities registration under any laws or regulations of any applicable jurisdiction.

12.5.Benefits of Agreement

Nothing in this Agreement or any other HoldCo Financing Document, express or implied, shall be construed to give to any Person, other than the parties hereto, the HoldCo Intercreditor Agent, the HoldCo Collateral Agent, each of their successors and permitted assigns under this Agreement or any other HoldCo Financing Document, Participants to the extent provided in Section 12.4 and, to the extent expressly contemplated hereby, the Related Parties of each of the HoldCo Administrative Agent, the HoldCo Collateral Agent, the HoldCo Intercreditor Agent, and the HoldCo Lenders, any benefit or any legal or equitable right or remedy under this Agreement.

12.6.Costs and Expenses

The HoldCo Borrower shall pay (a) all reasonable and documented out-of-pocket expenses incurred by each of the HoldCo Administrative Agent, the HoldCo Collateral Agent, and the HoldCo Lenders and their Affiliates (including all reasonable fees, costs, and expenses of one counsel plus one local counsel each for (i) the HoldCo Lenders and their Affiliates, and (ii) HoldCo Administrative Agent in each relevant jurisdiction (provided, that, in the case of the continuation of an Event of Default, any HoldCo 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 HoldCo 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 HoldCo Financing Documents, (b) all reasonable and documented out of pocket expenses incurred by the HoldCo Administrative Agent, the HoldCo Collateral Agent, and the HoldCo Lenders (including all reasonable fees, costs, and expenses of one counsel plus one local counsel each for (i) the HoldCo Lenders and their Affiliates, and (ii) HoldCo Administrative Agent in each relevant jurisdiction (provided, that, in the case of the continuation of an Event of Default, any HoldCo 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 HoldCo 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 HoldCo 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 HoldCo Administrative Agent and the HoldCo Collateral Agent (including all reasonable fees, costs, and expenses of one counsel plus one local counsel each for (i) the HoldCo Lenders and their Affiliates, and (ii) HoldCo Administrative Agent in each relevant jurisdiction (provided, that, in the case of the continuation of an Event of Default, any HoldCo 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 HoldCo Borrower shall pay all reasonable fees, cost, and expenses of such additional counsel)) in connection with

the administration of this Agreement and the other HoldCo Financing Documents (whether or not the transactions contemplated hereby or thereby are consummated), (d) all reasonable and documented out-of-pocket expenses incurred by the Credit Agreement HoldCo Secured Parties (including all reasonable fees, costs, and expenses of one counsel plus one local counsel each for (i) the HoldCo Lenders and their Affiliates, and (ii) HoldCo Administrative Agent in each relevant jurisdiction (provided, that, in the case of the continuation of an Event of Default, any HoldCo 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 HoldCo 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 HoldCo Loans or HoldCo Commitments) of their rights in connection with this Agreement and the other HoldCo Financing Documents, including their rights under this Section 12.6, including in connection with any workout, restructuring or negotiations in respect of the Obligations. Notwithstanding the foregoing, in the event that the HoldCo Collateral Agent reasonably believes that a conflict exists in using one counsel, the HoldCo Collateral Agent may engage its own counsel. During the continuation of any Event of Default, the HoldCo Borrower shall pay (against direct invoices) the reasonable and documented fees and expenses of any other consultants and advisors of the Credit Agreement HoldCo Secured Parties; provided, that (without limiting the obligation of the HoldCo Borrower to pay such reasonable and documented fees and expenses) such fees and expenses shall be subject to separate fee agreements entered into by the HoldCo Borrower acting reasonably.

12.7.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 HoldCo Administrative Agent and when the HoldCo Administrative 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. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures or the electronic records, 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.

12.8.Indemnification

(a)The HoldCo Borrower hereby agree to indemnify each Credit Agreement HoldCo Secured Party and each Related Party of any of the foregoing Persons (each such Person being called a “Credit Agreement Indemnitee”) against, and hold each Credit Agreement 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 Credit Agreement Indemnitee), incurred by any Credit Agreement

Indemnitee or asserted against any Credit Agreement Indemnitee by any Person arising out of, in connection with, or as a result of:

(i)the execution or delivery of this Agreement, any other HoldCo Financing 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 HoldCo Loan or the use or proposed use of the proceeds therefrom;

(iii)any actual or alleged Release or threatened Release of Hazardous Materials on, from or related to the P1 Project that could reasonably result in an Environmental Claim related in any way to any property indirectly owned or operated by the HoldCo Borrower or any Environmental Affiliate or any liability pursuant to an Environmental Law related in any way to the HoldCo Borrower;

(iv)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 the HoldCo Borrower or any of the HoldCo Borrower’s members, managers or creditors or by any other Person, and regardless of whether any Credit Agreement Indemnitee is a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other HoldCo 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 Credit Agreement Indemnitee; or

(v)any claim, demand or liability for broker’s or finder’s or placement fees or similar commissions, whether or not payable by the HoldCo 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 Credit Agreement HoldCo Secured Party or any Affiliates or Related Parties of any of the foregoing;

provided, that such indemnity shall not, as to any Credit Agreement Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a final and Non-Appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Credit Agreement Indemnitee, or in the case of any Credit Agreement Indemnitee other than the HoldCo Administrative Agent, breach by such Credit Agreement Indemnitee of any provisions of any HoldCo Financing Document to which it is a party.

(b)To the extent that the HoldCo Borrower for any reason fails to pay any amount required under Section 12.6 or Section 12.8(a) above to be paid by it to any of the HoldCo Administrative Agent or any Related Party of any of the foregoing, each HoldCo Lender severally agrees to pay to the HoldCo Administrative Agent or such Related Party, as the case may be, such HoldCo Lender’s ratable share (determined as of the time that the

applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, based on the aggregate of such HoldCo Lender’s HoldCo Commitments to the aggregate of all HoldCo Commitments; 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 HoldCo Administrative Agent, in its capacity as such, or against any Related Party of any of the foregoing acting for the HoldCo Administrative Agent, in its capacity as such. The obligations of the HoldCo Lenders under this Section 12.8(b) are subject to the provisions of Section 2.5. The obligations of the HoldCo Lenders to make payments pursuant to this Section 12.8(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 HoldCo Lender to make payments on any date required hereunder shall not relieve any other HoldCo Lender of its corresponding obligation to do so on such date, and no HoldCo Lender shall be responsible for the failure of any other HoldCo Lender to do so.

(c)Without duplication of any indemnification provision in any HoldCo Financing Document providing for indemnification by any HoldCo Secured Party in favor of the HoldCo Collateral Agent, the HoldCo Intercreditor Agent or any Related Party of any of the foregoing, to the extent that the HoldCo Borrower for any reason fail to pay any amount required under any HoldCo Financing Document or any analogous costs and expenses or indemnity provisions of any HoldCo Financing Document to be paid by it to any of the HoldCo Intercreditor Agent, the HoldCo Collateral Agent or any Related Party of any of the foregoing, each HoldCo Lender severally agrees to pay to the HoldCo Intercreditor Agent, the HoldCo Collateral Agent or such Related Party, as the case may be, the ratable share of such unpaid amount (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), based on the aggregate of such HoldCo Lender’s HoldCo Commitments to the aggregate of all HoldCo Commitments; 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 HoldCo Intercreditor Agent, the HoldCo Collateral Agent or the applicable Related Party, in its capacity as such. The obligations of the HoldCo Lenders to make payments pursuant to this Section 12.8(c) 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 HoldCo Lender to make payments on any date required hereunder shall not relieve any other HoldCo Lender of its corresponding obligation to do so on such date, and no HoldCo Lender shall be responsible for the failure of any other HoldCo Lender to do so.

(d)All amounts due under this Section 12.8 shall be payable promptly after demand therefor.

(e)The HoldCo Borrower agrees that, without the Credit Agreement Indemnitee’s prior written consent, they will not settle, compromise, or consent to the entry of any judgment in any pending or threatened (in writing) claim, action or proceeding in respect of which indemnification could be sought by or on behalf of such Credit Agreement Indemnitee under this Section 12.8 (whether or not any Credit Agreement Indemnitee is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise, or consent includes an unconditional release of such Credit Agreement Indemnitee from all liability arising out of such claim, action or proceeding. In the event that a Credit Agreement Indemnitee is requested or required to appear as a witness in any action

brought by or on behalf of or against the HoldCo Borrower or any Affiliate thereof in which such Credit Agreement Indemnitee is not named as a defendant, the HoldCo Borrower agrees to reimburse such Credit Agreement Indemnitee for all reasonable expenses incurred by it in connection with such Credit Agreement Indemnitee appearing and preparing to appear as such a witness, including the reasonable and documented fees and disbursements of its legal counsel. In the case of any claim brought against a Credit Agreement Indemnitee for which the HoldCo Borrower may be responsible under this Section 12.8, the HoldCo Administrative Agent, the HoldCo Collateral Agent, and the HoldCo Lenders agree (at the expense of the HoldCo Borrower) to execute such instruments and documents and cooperate as reasonably requested by the HoldCo Borrower in connection with the HoldCo Borrower’s defense, settlement, or compromise of such claim, action or proceeding.

(f)The HoldCo Intercreditor Agent, the HoldCo Collateral Agent and the Related Parties of any of the HoldCo Administrative Agent, the HoldCo Collateral Agent, and the HoldCo Intercreditor Agent are express third party beneficiaries of this Section 12.8.

(g)This Section 12.8 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

12.9.Interest Rate Limitation

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

12.10.No Waiver; Cumulative Remedies

No failure by any Credit Agreement HoldCo Secured Party to exercise, and no delay by any such Person in exercising, any right, remedy, power, or privilege hereunder or under any other HoldCo 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 HoldCo Financing Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

12.11.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 sent by email to the address(es), facsimile number or email address specified for the HoldCo Borrower, the HoldCo Administrative Agent, the HoldCo Collateral Agent, or the HoldCo Lenders, as applicable, on Schedule 12.11.

(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, they 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 Schedule 12.11.

(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 12.11 of notification that such notice or communication is available and identifying the website address therefor. Notwithstanding the above, all notices delivered by the HoldCo Borrower to the HoldCo Administrative Agent through electronic communications shall be followed by the delivery of a hard copy.

(d)Each of the HoldCo Borrower, the HoldCo Administrative Agent, and the HoldCo Collateral Agent may change its address, facsimile, email address or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each HoldCo Lender may change its address, facsimile, email address, or telephone number for notices and other communications hereunder by notice to the HoldCo Borrower, the HoldCo Administrative Agent, and the HoldCo Collateral Agent.

(e)The HoldCo Administrative Agent, the HoldCo Collateral Agent, and the HoldCo Lenders shall be entitled to rely and act upon any written notices purportedly given by or on behalf of the HoldCo 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 HoldCo Borrower shall indemnify the HoldCo Administrative Agent, the HoldCo Collateral Agent, the HoldCo 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 HoldCo Borrower. All telephonic notices to and other telephonic communications with the HoldCo Administrative Agent, the HoldCo Collateral Agent, and the HoldCo Lenders

by the HoldCo Borrower may be recorded by the HoldCo Administrative Agent, the HoldCo Collateral Agent, and the HoldCo Lenders, as applicable, and each of the parties hereto hereby consents to such recording.

(f)Notwithstanding the above, nothing herein shall prejudice the right of the HoldCo Administrative Agent, the HoldCo Collateral Agent, any of the HoldCo Lenders to give any notice or other communication pursuant to any HoldCo Financing Document in any other manner specified in such HoldCo Financing Document.

(g)The HoldCo Borrower hereby agrees that it will provide to the HoldCo Administrative Agent all information, documents and other materials that it is obligated to furnish to the HoldCo Administrative Agent pursuant to the HoldCo 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 HoldCo 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 HoldCo 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 HoldCo Administrative Agent at the email addresses specified in Schedule 12.11. In addition, the HoldCo Borrower agrees to continue to provide the Communications to the HoldCo Administrative Agent in the manner specified in the HoldCo Financing Documents but only to the extent requested by the HoldCo Administrative Agent.

(h)The HoldCo Borrower further agrees that the HoldCo Administrative Agent may make the Communications available to the HoldCo Lenders by posting the Communications on an internet website that may, from time to time, be notified to the HoldCo Lenders or a substantially similar electronic transmission system (the “Platform”). The costs and expenses incurred by the HoldCo Administrative Agent in creating and maintaining the Platform shall be paid by HoldCo Borrower in accordance with Section 12.6.

(i)THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE HOLDCO ADMINISTRATIVE 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 HOLDCO ADMINISTRATIVE AGENT IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE HOLDCO ADMINISTRATIVE AGENT OR ANY AFFILIATE THEREOF OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO THE HOLDCO BORROWER, ANY HOLDCO 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 HOLDCO 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.

12.12.Patriot Act Notice

Each of the HoldCo Administrative Agent, the HoldCo Collateral Agent, and the HoldCo Lenders hereby notifies the HoldCo Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the HoldCo Borrower, which information includes the name and address of the HoldCo Borrower and other information that will allow the HoldCo Administrative Agent, the HoldCo Collateral Agent, and such HoldCo Lender, as applicable, to identify the HoldCo Borrower in accordance with the Patriot Act.

12.13.Payments Set Aside

To the extent that any payment by or on behalf of the HoldCo Borrower is made to the HoldCo Administrative Agent, the HoldCo Collateral Agent, or any HoldCo Lender, or the HoldCo Administrative Agent, the HoldCo Collateral Agent, or any HoldCo 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 HoldCo Administrative Agent, the HoldCo Collateral Agent, or such HoldCo 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 HoldCo Lender severally agrees to pay to the HoldCo Administrative Agent or the HoldCo Collateral Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the HoldCo Administrative Agent or the HoldCo Collateral Agent, 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 from time to time in effect. The obligations of the HoldCo Lenders under this Section 12.13 shall survive the payment in full of the Obligations and the termination of this Agreement.

12.14.Right of Setoff

Each of the HoldCo 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 HoldCo Lender or any such Affiliate to, or for the credit or the account of, the HoldCo Borrower against any and all of the Obligations of the HoldCo Borrower now or hereafter existing under this Agreement or any other HoldCo Financing Document to such HoldCo Lender, irrespective of whether or not such HoldCo

Lender shall have made any demand under this Agreement or any other HoldCo Financing Document and although such obligations of the HoldCo Borrower may be contingent or unmatured or are owed to a branch or office of such HoldCo Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each of the HoldCo Lenders and their respective Affiliates under this Section 12.14 are in addition to other rights and remedies (including other rights of setoff) that such HoldCo Lender or their respective Affiliates may have. Each of the HoldCo Lenders agrees to notify the HoldCo Borrower and the HoldCo Administrative 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.

12.15.Severability

If any provision of this Agreement or any other HoldCo 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 HoldCo 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.

12.16.Survival

Notwithstanding anything in this Agreement to the contrary, Section 4.1, Section 11.6, Section 12.3, Section 12.6, Section 12.8, Section 12.11, Section 12.13, this Section 12.16, Section 12.18, and Section 12.20 shall survive any termination of this Agreement. In addition, each representation and warranty made hereunder and in any other HoldCo 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 Credit Agreement HoldCo Secured Parties regardless of any investigation made by any Credit Agreement HoldCo Secured Party or on their behalf and notwithstanding that the Credit Agreement HoldCo Secured Parties may have had notice or knowledge of any Default or Event of Default at the time of the HoldCo 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 HoldCo Loan or any other Obligation hereunder or under any other HoldCo Financing Document shall remain unpaid or unsatisfied.

12.17.Treatment of Certain Information; Confidentiality

The HoldCo Administrative Agent, the HoldCo Collateral Agent, and each of the HoldCo Lenders agree to maintain the confidentiality of the Credit Agreement Information, except that Credit Agreement Information may be disclosed: (a) to its Affiliates (including branches) and to its and its Affiliates’ respective shareholders, members, partners, directors, officers, employees, agents, advisors, auditors, service providers and representatives (provided, that the Persons to whom such disclosure is made will be informed prior to disclosure of the confidential nature of such Credit Agreement Information and instructed to keep such Credit Agreement 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 12.4(e); (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 HoldCo Financing Document or any suit, action or proceeding relating to this Agreement or any other HoldCo Financing Document or the enforcement of rights hereunder or thereunder (including any actual or prospective purchaser of Collateral); (f) subject to an agreement containing provisions substantially the same as those of this Section 12.17, to (i) any assignee of, or Participant in, or any prospective assignee of, or Participant in, any of its rights or obligations under this Agreement (or such assignee or Participant’s or prospective assignee or Participant’s professional advisor), (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 HoldCo 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 HoldCo Administrative Agent, the HoldCo Collateral Agent, such HoldCo 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 HoldCo Loan or HoldCo 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 HoldCo Lender under any HoldCo Financing Document (including any rating agency); (g) with the consent of the HoldCo Borrower (which consent shall not unreasonably be withheld, conditioned or delayed); (h) to any state, federal, or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating the HoldCo Administrative Agent, the HoldCo Collateral Agent, any HoldCo Lender, or any of their respective Affiliates; (i) 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 Credit Agreement Information relating to the HoldCo Borrower received by it from any HoldCo Lender, the HoldCo Administrative Agent, or the HoldCo Collateral Agent, as applicable); (j) to any party providing (and any brokers arranging) any Credit Agreement HoldCo Secured Party insurance or reinsurance or other direct or indirect credit protection (including credit default swaps) with respect to its HoldCo Loans; (k) to the CUSIP Service Bureau, Clearpar or Loanserv or any similar agency in connection with the issuance and monitoring of CUSIP numbers, Private Placement Numbers (“PPNs”) or any other similar numbers with respect to the HoldCo Loans (it being understood and agreed that any HoldCo Lender may apply for the issuance of one or more CUSIP numbers, PPNs or any other similar numbers with respect to any of the HoldCo Loans without the consent of the Loan Parties); or (l) in the case of any HoldCo Lender that is a Blackstone Entity only, the disclosure of the existence of this Agreement and the HoldCo Loans hereunder, its participation therein, and a summary of the terms hereof in any marketing publication and the HoldCo Borrower’s logo may be used in connection with such publication. In addition, the HoldCo Administrative Agent, the HoldCo Collateral Agent, or any HoldCo 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 HoldCo Administrative Agent, the HoldCo Collateral Agent, and the HoldCo Lenders in connection with the numbering, administration, settlement and management of this Agreement, the other HoldCo Financing Documents, the HoldCo Commitments, and the HoldCo Loan Borrowings. For the purposes of this Section 12.17, “Credit Agreement Information” means written information that is furnished by or on behalf of the HoldCo Borrower, the HoldCo

Pledgor, the Equity Owners, or any of their Affiliates to the HoldCo Administrative Agent, the HoldCo Collateral Agent, or any HoldCo Lender pursuant to or in connection with any HoldCo Financing Document, relating to the assets and business of the HoldCo Borrower, the HoldCo Pledgor, the Equity Owners, or any of their Affiliates, but does not include any such information that (x) is or becomes generally available to the public other than as a result of a breach by the HoldCo Administrative Agent, the HoldCo Collateral Agent, such HoldCo Lender of its obligations hereunder, (y) is or becomes available to the HoldCo Administrative Agent, the HoldCo Collateral Agent, or such HoldCo Lender from a source other than the HoldCo Borrower, the HoldCo Pledgor, the Equity Owners, or any of their Affiliates, as applicable, that is not, to the knowledge of the HoldCo Administrative Agent, the HoldCo Collateral Agent, or such HoldCo Lender, acting in violation of a confidentiality obligation with the HoldCo Borrower, the HoldCo Pledgor, the Sponsor, or any of their Affiliates, as applicable, or (z) is independently compiled by the HoldCo Administrative Agent, the HoldCo Collateral Agent, or such HoldCo Lender, as evidenced by their records, without the use of the Credit Agreement Information. Any Person required to maintain the confidentiality of Credit Agreement Information as provided in this Section 12.17 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 Credit Agreement Information as such Person would accord to its own confidential information.

12.18.Waiver of Consequential Damages, Etc.

Except with respect to any indemnification obligations of the HoldCo Borrower under Section 11.6 and Section 12.8 or any other indemnification provisions of the HoldCo Borrower under any other HoldCo Financing Document, 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 HoldCo Financing Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any HoldCo 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 HoldCo Financing Documents or the transactions contemplated hereby or thereby.

12.19.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 12.3(b) or elsewhere arising out of or in connection with this Agreement or any other HoldCo 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 the State of New York or, as the case may be, the jurisdiction in which such court is located.

12.20.Reinstatement

This Agreement and the obligations of the HoldCo 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 HoldCo Borrower or any other Person or as a result of any settlement or compromise with any Person (including the HoldCo Borrower) in respect of such payment, and the HoldCo Borrower shall pay the Credit Agreement HoldCo 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.

12.21.No Recourse

The obligations of the HoldCo Borrower under this Agreement and each other HoldCo Financing Document to which they are a party, and any certificate, notice, instrument or document delivered pursuant hereto or thereto, are obligations solely of the HoldCo Borrower and do not constitute a debt or obligation of (and no recourse shall be made with respect to) any direct or indirect equity holder of any HoldCo Pledgor or the Sponsor (other than to the extent of any Collateral pledged by such Person, in each case, in accordance with the HoldCo Financing Documents), the OpCo Borrower, or any of their respective Affiliates (other than the HoldCo Borrower), or any shareholder, partner, member, officer, director or employee of the HoldCo Pledgor or the Sponsor or such Affiliates (collectively, the “Non-Recourse Parties”), except as hereinafter set forth in this Section 12.21 or as expressly provided in any HoldCo Financing Document to which such Non-Recourse Party is a party. No action under or in connection with this Agreement or any other HoldCo Financing Documents to which the HoldCo Borrower is a party shall be brought against any Non-Recourse Party, and no judgment for any deficiency upon the obligations hereunder or thereunder shall be obtainable by any HoldCo Secured Party against any Non-Recourse Party, except as hereinafter expressly set forth in this Section 12.21 or as expressly provided in any HoldCo Financing Document to which such Non-Recourse Party is a party. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained in this Section 12.21 shall in any manner or way (a) restrict the remedies available to the HoldCo Intercreditor Agent, the HoldCo Collateral Agent, or any other HoldCo Secured Party to realize upon the Collateral or under any HoldCo Financing Document, or constitute or be deemed to be a release of the obligations secured by (or impair the enforceability of) the Liens and the security interests and possessory rights created by or arising from any HoldCo Financing Document or (b) release, or be deemed to release, any Non-Recourse Party from liability for its own willful misrepresentation, fraudulent actions, gross negligence or willful misconduct or from any of its obligations or liabilities under any HoldCo Financing Document to which such Non-Recourse Party is a party. The limitations on recourse set forth in this Section 12.21 shall survive the Credit Agreement Discharge Date.

12.22.Collateral and Intercreditor Agreement

Any actions, consents, approvals, authorizations or discretion taken, given, made or exercised, or not taken, given, made or exercised by the HoldCo Administrative Agent, acting as the HoldCo Secured Creditor Representative on behalf of the HoldCo Lenders in accordance with the Collateral and Intercreditor Agreement, shall be binding on each HoldCo Lender.

Notwithstanding anything to the contrary herein, in the case of any inconsistency between this Agreement and the Collateral and Intercreditor Agreement, the Collateral and Intercreditor Agreement shall govern.

12.23.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) upon the occurrence of the Credit Agreement Discharge Date.

12.24.No Fiduciary Duty

The HoldCo Borrower acknowledges and agrees that (a) no fiduciary, advisory, or agency relationship between the HoldCo Borrower and any Credit Agreement HoldCo Secured Party or any of their Affiliates is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or any HoldCo Financing Document, irrespective of whether any Credit Agreement HoldCo Secured Party or their Affiliates have advised or is advising the HoldCo Borrower on other matters, (b) the Credit Agreement HoldCo Secured Parties and their Affiliates, on the one hand, and the HoldCo Borrower, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor does the HoldCo Borrower rely on, any fiduciary duty on the part of any Credit Agreement HoldCo Secured Party or any of their Affiliates, and (c) the HoldCo Borrower waives, to the fullest extent permitted by law, any claims that the HoldCo Borrower may have against any Credit Agreement HoldCo Secured Party or any of its Affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Credit Agreement HoldCo Secured Parties and their respective Affiliates shall have no liability (whether direct or indirect) to the HoldCo Borrower in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the HoldCo Borrower, including the HoldCo Borrower’s equity holders, employees, or other creditors.

12.25.Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Notwithstanding anything to the contrary in any HoldCo Financing Document or in any other agreement, arrangement or understanding among any such parties, each Party hereto acknowledges that any liability of any Affected Financial Institution arising under any HoldCo Financing Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder that may be payable to it by any Party hereto that is an Affected Financial Institution; and

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

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

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a

bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other HoldCo Financing Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

12.26.Cashless Settlement.

Notwithstanding anything to the contrary contained in this Agreement, any HoldCo Lender may exchange, continue or rollover all or a portion of its HoldCo Loans in connection with any refinancing, extension, loan modification, or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the HoldCo Borrower, the HoldCo Administrative Agent, and such HoldCo Lender.

12.27.Restricted Lenders

Notwithstanding anything to the contrary in Section 5.22 or Sections 7.9 of this Agreement, in relation to each HoldCo Lender that is incorporated in a non-US jurisdiction or that otherwise notifies the HoldCo Administrative Agent to this effect (each a “Restricted Lender”), the representations and undertakings in the provisions of such Sections shall only apply for the benefit of such Restricted Lender and shall only be given by the HoldCo Borrower to such Restricted Lender to the extent that the sanctions provisions would not result in any violation of, conflict with or liability under (a) EU Regulation (EC) 2271/96, (b) section 7 of the foreign trade rules (AWV) (Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 no. 3 and Section 19 paragraph 3 no. 1(a) foreign trade law (AWG) (Außenwirtschaftsgesetz)), or (c) a similar anti-boycott statute or other applicable Government Rule as in effect in that Restricted Lender’s home jurisdiction.

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

Rio Grande LNG Intermediate HoldCo Borrower, LLC
as the HoldCo Borrower

By: /s/ Matthew Schatzman

Name: Matthew Schatzman
Title: President and Chief Executive Officer

[Signature Page to Credit Agreement]

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the HoldCo Administrative Agent

By: /s/ Jessica A. Jankiewicz

Name: Jessica A. Jankiewicz
Title: Vice President

[Signature Page to Credit Agreement]

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the HoldCo Collateral Agent

By: /s/ D. Amedeo Morreale

Name: D. Amedeo Morreale
Title: Vice President

[Signature Page to Credit Agreement]

Accepted and agreed to as of

the date first above written:

Arrow PTF LP

By: Blackstone ISG-I Advisors L.L.C., its investment manager

By: /s/ Robert Young
Name: Robert Young
Title: Managing Director and General Counsel

[Signature Page to Credit Agreement]

BCSA – Q FUND LP

By: QCSA Associates LLC, its general partner

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Person

[Signature Page to Credit Agreement]

Bankers Life and Casualty Company

By: Blackstone Asset Based Finance Advisors LP,

pursuant to a power of attorney now and hereafter

granted to it as its investment manager

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Person

[Signature Page to Credit Agreement]

American General Life Insurance Company

By: Blackstone ISG-I Advisors L.L.C.,

pursuant to powers of attorney now and hereafter granted to it

By: Blackstone Asset Based Finance Advisors LP,

pursuant to powers of attorney now and hereafter granted to it

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Signatory

[Signature Page to Credit Agreement]

Everest Reinsurance Company

By: Blackstone Asset Based Finance Advisors LP,

pursuant to powers of attorney now and hereafter granted to it

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Signatory

[Signature Page to Credit Agreement]

Everlake Life Insurance Company

By: Blackstone ISG-I Advisors L.L.C.,

pursuant to powers of attorney now and hereafter

granted to it

By: Blackstone Asset Based Finance Advisors LP,

pursuant to powers of attorney now and hereafter

granted to it

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Signatory

[Signature Page to Credit Agreement]

Fidelity & Guaranty Life Insurance Company

By: Blackstone ISG-I Advisors L.L.C., pursuant to

powers of attorney now and hereafter granted to it

By: Blackstone Asset Based Finance Advisors LP,

pursuant to powers of attorney now and hereafter

granted to it

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Signatory

[Signature Page to Credit Agreement]

Mizuho Capital Markets LLC,
a Delaware limited liability company

By: Mizuho Securities USA LLC, in its

Capacity as manager

By: /s/ Michael Kowal
Name: Michael Kowal
Title: Managing Director

[Signature Page to Credit Agreement]

Genworth Life Insurance Company

By: Blackstone Private Credit Strategies LLC,

pursuant to powers of attorney now and hereafter

granted to it

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Signatory

[Signature Page to Credit Agreement]

Genworth Life and Annuity Insurance Company

By: Blackstone Private Credit Strategies LLC,

pursuant to powers of attorney now and hereafter

granted to it

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Signatory

[Signature Page to Credit Agreement]

Genworth Life Insurance Company of New York

By: Blackstone Private Credit Strategies LLC,

pursuant to powers of attorney now and hereafter

granted to it

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Signatory

[Signature Page to Credit Agreement]

Nationwide Mutual Insurance Company

By: Blackstone Asset Based Finance Advisors LP,

pursuant to powers of attorney now and hereafter

granted to it as its investment manager

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Signatory

[Signature Page to Credit Agreement]

Nationwide Life Insurance Company

By: Blackstone Asset Based Finance Advisors LP,

pursuant to powers of attorney now and hereafter

granted to it as its investment manager

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Signatory

[Signature Page to Credit Agreement]

New York Life Insurance and Annuity Corporation

By: Blackstone ISG-I Advisors L.L.C., its investment adviser

By: /s/ Robert Young
Name: Robert Young
Title: Managing Director and General Counsel

[Signature Page to Credit Agreement]

New York Life Insurance Company

By: Blackstone Asset Based Finance Advisors LP

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Person

[Signature Page to Credit Agreement]

Pacific Life Insurance Company

By: Blackstone Asset Based Finance Advisors LP,

pursuant to powers of attorney now and hereafter granted to it

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Signatory

[Signature Page to Credit Agreement]

RGA Reinsurance Company

By: Blackstone Private Credit Strategies LLC,

pursuant to the power of attorney now and hereafter

granted to it as its Investment Manager

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Signatory

[Signature Page to Credit Agreement]

Security Life of Denver Insurance Company

By: Blackstone Asset Based Finance Advisors LP,

pursuant to powers of attorney now and hereafter

granted to it

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Signatory

[Signature Page to Credit Agreement]

Protective Life Insurance Company

By: Resolution Re Ltd., its investment manager

By: Blackstone ISG-I Advisors L.L.C., its subadviser

By: /s/ Robert Young
Name: Robert Young
Title: Managing Director and General Counsel

[Signature Page to Credit Agreement]

Midland National Life Insurance Company

By: Sammons Financial Group Asset Management, LLC,

pursuant to powers of attorney now and hereafter granted to it

By: Blackstone Asset Based Finance Advisors LP,

pursuant to powers of attorney now and hereafter granted to it

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Signatory

[Signature Page to Credit Agreement]

North American Company for Life and Health Insurance

By: Sammons Financial Group Asset Management, LLC,

pursuant to powers of attorney now and hereafter granted to it

By: Blackstone Asset Based Finance Advisors LP,

pursuant to powers of attorney now and hereafter granted to it

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Signatory

[Signature Page to Credit Agreement]

United Healthcare Insurance Company

By: Blackstone Asset Based Finance Advisors LP,

pursuant to powers of attorney now and hereafter

granted to it as its investment manager

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Signatory

[Signature Page to Credit Agreement]

Sierra Health and Life Insurance Company, Inc.

By: Blackstone Asset Based Finance Advisors LP,

pursuant to powers of attorney now and hereafter

granted to it as its investment manager

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Signatory

[Signature Page to Credit Agreement]

Care Improvement Plus South Central Insurance Company

By: Blackstone Asset Based Finance Advisors LP,

pursuant to powers of attorney now and hereafter

granted to it as its investment manager

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Signatory

[Signature Page to Credit Agreement]

Blackstone Global Credit Strategy Lower Tier LP

By: Blackstone Private Credit Strategies LLC, its investment manager

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Person

[Signature Page to Credit Agreement]

Blackstone Asset Based Finance Collective

Investment Fund (a subtrust of The Blackstone

Credit Collective Investment Trust)

By: Blackstone Asset Based Finance Advisors LP,

pursuant to the power of attorney now and hereafter

granted to it as its investment manager

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Person

[Signature Page to Credit Agreement]

Ammolite Special Account A-1 LP

By: Blackstone Private Credit Strategies LLC,

its investment manager

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Person

[Signature Page to Credit Agreement]

Ammolite Special Account B LP

By: Blackstone Private Credit Strategies LLC,

its investment manager

By: /s/ Marisa Beeney
Name: Marisa Beeney
Title: Authorized Person

[Signature Page to Credit Agreement]

Accepted and agreed to as of

the date first above written:

NEW YORK LIFE INSURANCE COMPANY
By: NYL Investors LLC, its Investment Manager

By: /s/ Jennifer Kusa
Name: Jennifer Kusa
Title: Senior Director

[Signature Page to Credit Agreement]

Accepted and agreed to as of

the date first above written:

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By: NYL Investors LLC, its Investment Manager

By: /s/ Jennifer Kusa
Name: Jennifer Kusa
Title: Senior Director

[Signature Page to Credit Agreement]

Accepted and agreed to as of

the date first above written:

PSP Investments Credit USA LLC

By: /s/ Ian Palmer
Name: Ian Palmer
Title: Authorized Signatory

By: /s/ Edwin Durgy
Name: Edwin Durgy
Title: Authorized Signatory

[Signature Page to Credit Agreement]

Accepted and agreed to as of

the date first above written:

JAPONICA IMC LP,
acting by its general manager, Japonica IMC GP Inc.

By: /s/ Kenton Freitag
Name: Kenton Freitag
Title: President

[Signature Page to Credit Agreement]

Appendix I
Credit Agreement

DEFINITIONS

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

“Affiliated Lender” means, at any time, any HoldCo Lender that is an Equity Owner, or any Affiliate of an Equity Owner (other than the HoldCo Pledgor, the HoldCo Borrower, any Debt Fund Affiliate, or any natural Person) or a Non-Debt Fund Affiliate of an Equity Owner at such time.

“Affiliated Lender Assignment Agreement” has the meaning assigned to such term in Section 12.4(f)(i).

“Affiliated Lender Cap” has the meaning assigned to such term in Section 12.4(f)(iii).

“Agent Parties” has the meaning assigned to such term in Section 12.11(i).

“Aggregate HoldCo Commitment” means $1,000,000,000.00, as the same may be reduced in accordance with Section 2.4.

“Agreement” has the meaning assigned to such term in the Preamble.

“Annual Facility Budget” means “Annual Facility Budget” as defined in the P1 Common Terms Agreement.

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§78m, 78dd-1 through 78dd-3 and 78ff, et seq., and all similar laws, rules, and regulations of any jurisdiction prohibiting bribery and corruption, including the U.K. Bribery Act, applicable to the HoldCo Borrower or any of its subsidiaries at the relevant time.

“Anti-Terrorism and Money Laundering Laws” means the USA Patriot Act of 2001, the U.S. Money Laundering Control Act of 1986, the Bank Secrecy Act, 18 U.S.C. Sections 1956 and 1957, Title 31 Part 103 of the U.S. Code of Federal Regulations, and any other similar federal Government Rule having the force of law and relating to money laundering, terrorism financing, and any regulations promulgated under any of the foregoing, applicable to the HoldCo Borrower or any of its subsidiaries at the relevant time.

“Approved Owners” means (a) Global Infrastructure Management, LLC, (b) Devonshire Investment Pte. Ltd., (c) MIC TI Holding Company 2 RSC Limited, (d) Global LNG North America Corp., (e) any Qualified Mezzanine Entity, and (f) to the extent satisfying the KYC Requirements, any other Person approved by the Majority HoldCo Lenders.

“Asset Sale Proceeds” has the meaning assigned to such term in the P1 Collateral and Intercreditor Agreement.

“Available Cash” means, as of any date of determination, the aggregate amount of cash actually received by the HoldCo Borrower, net of the payment of expenses of the HoldCo Borrower that are permitted by the HoldCo Financing Documents.

|US-DOCS\171446403.25||

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

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

“Bankruptcy Code” means 11 U.S.C. § 101 et. seq.

“Base Case Forecast” means the financial projections in the form attached as Exhibit G.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Blackstone Entity” means Blackstone Alternative Credit Advisors LP, its Affiliates and funds, accounts and clients managed, advised or sub-advised by any of them.

“Borrowing Date” means June 17, 2026 or such other date as may be agreed to by the HoldCo Lenders.

“Borrowing Notice” means each request for HoldCo Loan Borrowing of HoldCo Loans substantially in the form of Exhibit B and delivered in accordance with Section 2.2.

“Business Day” means any day other than a Saturday, Sunday, or any other day which is a legal holiday or a day on which banking institutions are permitted to be closed in New York, New York.

“Call Protection Amount” means:

(a)at any time prior to the First Call Protection End Date, the greater of (i) (A) the sum of the present values of the remaining scheduled payments of principal and interest on the HoldCo Loan to be prepaid, discounted to the prepayment date (assuming the HoldCo Loans matured on the First Call Protection End Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus fifty basis points less (B) interest accrued to, but excluding, the prepayment date and (ii) 101% of the principal amount of the HoldCo Loan to be prepaid; and

(b)at any time on or after the First Call Protection End Date and prior to the Second Call Protection End Date, 101% of the principal amount of the HoldCo Loan to be prepaid.

“CASA Advisor” means “CASA Advisor” as defined in the P1 Common Terms Agreement.

“Cash Flow” means, for any period, the sum of all funds received or, as applicable in the relevant context, projected to be received, by the HoldCo Borrower or the OpCo Borrower, as applicable, during such period, including (without duplication) the following:

(a)all cash paid (or, as applicable, solely for purposes of determining Consolidated Projected CFADS, projected to be paid) to the HoldCo Borrower (in connection with distributions received from the OpCo Borrower) or the OpCo Borrower (in connection with the ownership or operation of the P1 Project); and

(b)all interest and investment earnings paid to the HoldCo Borrower or the OpCo Borrower, as applicable, or accrued to the HoldCo Accounts during such period on amounts on deposit in the HoldCo Accounts (excluding interest and investment earnings that accrue on the amounts on deposit in the BX HoldCo DSRA).

provided, that “Cash Flow” shall not include (v) Loss Proceeds, (w) any proceeds of any HoldCo Loans or any other Indebtedness incurred by the HoldCo Borrower or the OpCo Borrower, as applicable, (x) the proceeds of any Asset Sale that is not permitted by the HoldCo Financing Documents or the P1 Financing Documents, as applicable, (y) amounts received, whether by way of a capital contribution from any direct or indirect holders of Equity Interests of the HoldCo Borrower or the OpCo Borrower, as applicable (except to the extent specifically provided in this Agreement and then solely for the purposes specified therein), or (z) any other extraordinary or non-cash income received by the HoldCo Borrower or the OpCo Borrower, as applicable, under GAAP.

“Cash Interest Election Notice” means a notice by the HoldCo Borrower during the Deemed PIK Period to pay interest in cash, substantially in the form attached as Exhibit D or otherwise in a form reasonably satisfactory to the HoldCo Administrative Agent.

“CFAA” means the Amended and Restated Common Facilities Access Agreement, dated as of September 4, 2025, by and among, inter alia, the OpCo Borrower, the Sponsor, and the RG Facility Entities.

“CFCo” means Rio Grande LNG Common Facilities LLC, a Delaware limited liability company.

“Change in Law” means (a) the adoption or introduction of any law, rule, directive, guideline, decision, or regulation after the Closing Date, (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 any HoldCo Lender, by any lending office of such HoldCo Lender, or by such HoldCo Lender’s holding company, 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; provided, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall 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.

“Change of Control” means:

(a)prior to the Project Term Conversion Date, the Sponsor and the Approved Owners collectively fail to directly or indirectly hold legally and beneficially more than 50% of the total voting and economic Equity Interests of the HoldCo Borrower and voting Equity Interests of the HoldCo Pledgor;

(b)prior to the Project Term Conversion Date, the Sponsor fails to directly or indirectly hold legally and beneficially any voting and economic Equity Interests of the HoldCo Borrower;

(c)on and after the Project Term Conversion Date, the Sponsor, any Approved Owners, any Qualified Public Company, any Qualified Investment Entity, any Qualified Offtaker Investor, and any Qualified Energy Company collectively fail to directly or indirectly hold legally and beneficially more than 50% of the total voting and economic Equity Interests of the HoldCo Borrower;

(d)at any time, the HoldCo Pledgor fails to hold, directly, legally and beneficially 100% of the total voting and economic Equity Interests in the HoldCo Borrower;

(e)at any time, the HoldCo Borrower fails to hold, directly, legally and beneficially 100% of the total voting and economic Equity Interests in the OpCo Pledgor; or

(f)at any time, the OpCo Pledgor fails to hold, directly, legally and beneficially 100% of the total voting and economic Equity Interests in the OpCo Borrower;

provided, that in clauses (a) and (c), any Equity Interests of the HoldCo Borrower or the HoldCo Pledgor that are held legally and beneficially through an entity of which the Sponsor, any Approved Owners, any Qualified Investment Entity, any Qualified Offtaker Investor, or any Qualified Energy Company, as applicable, is the general partner and has the power, whether by contract, equity ownership, or otherwise, to direct or cause the direction of the policies and management of such entity, shall be included when calculating such percentage; provided, further, that for purposes of clauses (a) and (c) and the definition of Approved Owners, (x) “Global Infrastructure Management, LLC” means Global Infrastructure Management, LLC, and to the extent satisfying the HoldCo Lenders’ KYC Requirements, each of their Related Entities and their Affiliates, where (1) “Affiliates” means (i) any Person that is managed or advised by Global Infrastructure Management, LLC or its Related Entities or (ii) any trustee, custodian, or nominee of any fund managed or advised by Global Infrastructure Management, LLC or its Related Entities and (2) “advised” means being in receipt of an implementing advice in relation to the management of investments of that Person which (other than in relation to actually making decisions to implement such advice) is substantially the same as the services which would be provided by a fund manager of the relevant Person, (y) “Devonshire Investment Pte. Ltd.” means Devonshire Investment Pte. Ltd., its Related Entities and its Affiliates, where “Affiliates” means any Person that is, or is managed or advised by, GIC Private Limited or its Related Entities and (z) “MIC TI Holding Company 2 RSC Limited” means MIC TI Holding Company 2 RSC Limited, its Related Entities and its Affiliates, where “Affiliates” means the government of the Emirate of Abu Dhabi and any Person it Controls, whether directly or indirectly.

“Change of Control Triggering Event” means the occurrence of a Change of Control; provided, that, a Change of Control shall not be deemed to have occurred if the HoldCo Borrower shall have received written confirmation that a Rating Reaffirmation shall have occurred.

“Closing Date Fee Letter” means that certain fee letter, dated as of the Borrowing Date, by and among the HoldCo Borrower, Blackstone Asset Based Finance Advisors LP, Blackstone Holdings Finance Co. L.L.C. and the HoldCo Administrative Agent.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral and Intercreditor Agreement” means the Collateral and Intercreditor Agreement, dated as of June 17, 2026, by and among the HoldCo Borrower, the HoldCo Intercreditor Agent, the HoldCo Collateral Agent, and each of the HoldCo Secured Creditor Representatives from time to time party thereto.

“Communications” has the meaning assigned to such term in Section 12.11(g).

“Consolidated Administrative Expenses” means all costs and expenses paid or payable by the HoldCo Borrower or any Project Financing Entity including: (a) the fees (other than fees constituting commitment fees, letter of credit fees (including any fronting fee, standby fee, or exposure fee payable in respect of any letter of credit) and participation fees), costs, and expenses of the creditors to the HoldCo Borrower or such Project Financing Entity and (b) Taxes (excluding income Taxes), but excluding payments of Indebtedness and non-cash charges (such as depreciation, amortization or other bookkeeping entries of a similar nature).

“Consolidated Debt Service” means, for any period, the sum of (without duplication):

(a)all fees scheduled to become due and payable during such period in respect of Project Permitted Indebtedness and the HoldCo Secured Debt;

(b)interest (other than PIK Interest) on the obligations in respect of Project Permitted Indebtedness and HoldCo Secured Debt (taking into account any secured interest rate hedge agreements) scheduled to become due and payable during such period; and

(c)scheduled principal payments of Project Permitted Indebtedness and the HoldCo Secured Debt to become due and payable during such period.

“Consolidated Historical CFADS” means, for any period, an amount equal to (a) the amount (without duplication) of Cash Flow received by the HoldCo Borrower and the Project Financing Entities during such period (provided, that with respect to the Project Financing Entities, such Cash Flow shall be calculated solely to reflect amounts deposited into the P1 Debt Payment Account pursuant to Section 3.3(c)(iii) (P1 Revenue Account) of the P1 Accounts Agreement) minus (b) all Consolidated Administrative Expenses paid during such period (other than any non-recurring fee paid to any HoldCo Secured Party) (provided, that with respect to the Project Financing Entities, such Consolidated Administrative Expenses shall be calculated solely to reflect amounts paid pursuant to Sections 3.3(c)(i) and 3.3(c)(ii) (P1 Revenue Account) of the P1 Accounts Agreement) which amounts under this clause (b) shall exclude non-recurring losses and other amounts, in each case, to the extent funded with proceeds of voluntary equity contributions or Indebtedness.

“Consolidated Historical DSCR” means, as at the end of each Fiscal Quarter (subject to the proviso below), the ratio of (a) Consolidated Historical CFADS for the preceding four Fiscal Quarter period to (b) the aggregate amount of Consolidated Debt Service (other than (i) the principal of Indebtedness payable on the maturity date thereof, (ii) commitment fees, front-end fees, and up-front fees paid out of the proceeds of Indebtedness, (iii) amounts payable under hedge agreements that are not in respect of interest rates, (iv) without duplication of amounts in clause (iii), hedge termination amounts under hedge agreements, (v) for purposes of satisfying the conditions set forth in Section 7.3, any incremental carrying costs of HoldCo Secured Debt and the costs associated with arranging, issuing, and incurring the HoldCo Secured Debt, and (vi) for purposes of satisfying the conditions set forth in Section 7.3, any incremental carrying costs of “Replacement Debt” (as defined in the P1 Common Terms Agreement) and the costs associated with arranging, issuing, and incurring the Replacement Debt by the HoldCo Borrower) paid or payable during the preceding four Fiscal Quarter period.

“Consolidated Projected CFADS” means, for any period, an amount equal to (a) the amount (without duplication) of Cash Flow projected to be received by the HoldCo Borrower and the Project Financing Entities during such period (provided, that with respect to the Project Financing Entities, such Cash Flow shall be calculated solely to reflect Cash Flow from Contracted Revenues) minus (b) all Consolidated Administrative Expenses projected to be paid by the HoldCo Borrower and the Project Financing Entities during such period (other than any non-recurring fee projected to be payable to any creditor in respect of Project Permitted Indebtedness or the HoldCo Secured Debt), which amounts under this clause (b) (i) with respect to the Project Financing Entities, shall be (A) calculated solely to reflect amounts paid pursuant to Sections 3.3(c)(i) and 3.3(c)(ii) (P1 Revenue Account) of the P1 Accounts Agreement, (B) be as set forth in the then-applicable Annual Facility Budget in respect of the periods covered thereby, and (C) in respect of all other future periods, be reasonably consistent with the then-applicable Annual Facility Budget (other than extraordinary expenditures in respect of the periods covered by the Annual Facility Budget which are not reasonably expected to be payable in such future periods) and (ii) shall exclude any such amounts that (x) are related to the lifting of LNG or (y) are P1 Project Costs (as defined in the P1 Financing Documents), RCI EPC CAPEX (as defined in the Definitions Agreement), or RCI Owners’ Costs (as defined in the Definitions Agreement), in each case, to the extent funded with Indebtedness or equity.

“Consolidated Projected DSCR” means, for the applicable period, the ratio of (a) Consolidated Projected CFADS to (b) Consolidated Debt Service (other than (i) the principal of Indebtedness that constitutes working capital debt, revolving loans, or similar Indebtedness and the principal amount of the Indebtedness payable on the maturity date thereof, (ii) commitment fees, front-end fees, and up-front fees paid out of the proceeds of Indebtedness, (iii) amounts payable under hedge agreements that are not in respect of interest rates, (iv) without duplication of amounts in clause (iii), hedge termination amounts under hedge agreements, (v) for purposes of satisfying the conditions set forth in Section 7.3, any incremental carrying costs of HoldCo Secured Debt and the costs associated with arranging, issuing, and incurring the HoldCo Secured Debt, and (vi) for purposes of satisfying the conditions set forth in Section 7.3, any incremental carrying costs of “Replacement Debt” (as defined in the P1 Common Terms Agreement) and the costs associated with arranging, issuing, and incurring Replacement Debt by the OpCo Borrower.

“Consultant” means “Consultant” as defined in the P1 Common Terms Agreement.

“Contest” or “Contested” means, with respect to any Person, with respect to any Taxes or any Lien imposed on property of such Person by any Government Authority for Taxes (each, a “Subject Claim”),

a contest of the amount, validity or application, in whole or in part, of such Subject Claim pursued in good faith and by appropriate legal, administrative or other proceedings diligently conducted so long as appropriate reserves have been established with respect to any such Subject Claim in accordance with GAAP.

“Contracted Revenues” means “Contracted Revenues” as defined in the P1 Common Terms Agreement.

“Control” (including, with its correlative meanings, “Controlled by” and “under common Control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) and, in any event, any Person owning (directly or indirectly) at least 50% of the voting securities of another Person shall be deemed to Control that Person.

“Control Agreement” means “HoldCo Control Agreement” as defined in the Collateral and Intercreditor Agreement.

“Controlled Subsidiary” means, with respect to any specified Person, a corporation, partnership, joint venture, limited liability company or other Person of which a majority of the Equity Interests of such Person having ordinary voting power or authority for the election or appointment of directors, managers or other governing body (other than Equity Interests having such power or authority only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly or indirectly through one or more intermediaries, or both, by such specified Person.

“Credit Agreement Discharge Date” means the date on which:

(a)the HoldCo Administrative Agent, and the HoldCo Lenders shall have received payment in full in cash of all of the Obligations and all other amounts owing to the HoldCo Administrative Agent, and the HoldCo Lenders under the HoldCo Financing Documents (other than Obligations thereunder that by their terms survive and with respect to which no claim has been made by the applicable Credit Agreement HoldCo Secured Parties); and

(b)the HoldCo Commitments shall have terminated, expired or been reduced to zero Dollars.

“Credit Agreement HoldCo Secured Parties” means the HoldCo Lenders, the HoldCo Administrative Agent, the HoldCo Collateral Agent, and each of their respective successors and permitted assigns, in each case in connection with this Agreement and the HoldCo Loans.

“Credit Agreement Indemnitee” has the meaning assigned to such term in Section 12.8(a).

“Credit Agreement Information” has the meaning assigned to such term in Section 12.17.

“Credit Agreement Maturity Date” means the June 17, 2033.

“Date Certain” means the “Date Certain” as defined in the P1 Common Terms Agreement.

“DBRS” means DBRS, Inc., or if applicable, its successor.

“Debt Fund Affiliate” means any Affiliate of the HoldCo Pledgor other than the HoldCo Borrower or any Project Financing Entity that is, in each case, a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course, is not organized for the purpose of making equity investments, and with respect to which (a) any such Debt Fund Affiliate has in place customary information barriers between it and the applicable Equity Owner and any Affiliate of the applicable Equity Owner that is not primarily engaged in the investing activities described above, (b) its managers have fiduciary duties to the investors thereof independent of and in addition to their duties to the applicable Equity Owner and any Affiliate of the applicable Equity Owner, and (c) the Equity Owners and investment vehicles managed or advised by any Equity Owner that are not engaged primarily in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course do not, either directly or indirectly, make investment decisions for such entity.

“Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the HoldCo Borrower or its subsidiaries (other than the obligations to use the proceeds of any HoldCo Loans to repay or to otherwise terminate commitments as indicated in the Disclosure Documents) or would cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

“Debt Service” means, for any period, the sum of (without duplication):

(a)all fees scheduled to become due and payable (or, for purposes of the Consolidated Historical DSCR, paid) during such period in respect of any HoldCo Secured Debt;

(b)interest on the HoldCo Secured Obligations (taking into account any hedge agreements) scheduled to become due and payable (or for the purposes of the Consolidated Historical DSCR (or any other measure of past financial performance in a HoldCo Secured Debt Instrument), paid) during such period; and

(c)scheduled principal payments of the HoldCo Secured Debt to become due and payable (or, for purposes of the Consolidated Historical DSCR, paid) during such period.

“Debtor Relief Plan” means a plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws.

“Deemed PIK Period” has the meaning assigned to such term in Section 3.4(a).

“Default” means an event or condition which, with the giving of notice, lapse of time or upon a declaration or determination being made (or any combination thereof), would become an Event of Default. For the elimination of doubt, an event or condition which, with the giving of notice, lapse of time, or upon a declaration or determination being made (or any combination thereof), would become a Project Event of Default shall not be a Default under any HoldCo Financing Document until and unless such event or condition has become a Project Event of Default.

“Default Rate” means an interest rate (before as well as after judgment) equal to the Interest Rate plus 2.00% per annum.

“Definitions Agreement” means that certain Amended and Restated Definitions Agreement, dated as of September 4, 2025, by and among the Sponsor, the OpCo Borrower, Rio Grande LNG Common Facilities LLC, Rio Grande LNG Gas Marketing LLC, and the RG Facility Entities, as acceded to by Rio Grande LNG Train 4, LLC, pursuant to that certain accession agreement, dated as of September 9, 2025, and as further acceded to by Rio Grande LNG Train 5, LLC, pursuant to that certain accession agreement, dated as of October 16, 2025.

“Delivered” refers to quantities of LNG sold “cost, insurance and freight,” “cost and freight”, “delivered ex ship,” “delivered at terminal,” or otherwise where the OpCo Borrower is responsible for the transportation of LNG to a delivery point other than at the Rio Grande Facility under the terms of the relevant Offtake Agreement.

“Designated Offtake Agreements” means the “Designated Offtake Agreements” as defined in the P1 Common Terms Agreement.

“Development” means the development, acquisition, ownership, occupation, construction, financing, equipping, testing, repair, operation, maintenance and use of the Project and the import and export of LNG from the P1 Project. “Develop” and “Developed” shall have the correlative meanings.

“Distribution Date” means, with respect to any specific Distribution, the date such Distribution is made.

“Distributions” means:

(a)any dividend or other distribution by the HoldCo Borrower (in cash, property of such HoldCo Borrower, securities, obligations, or other property) on, or other dividends or distributions on account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement, or other acquisition by such HoldCo Borrower of, any portion of any Equity Interest in such HoldCo Borrower; and

(b)all payments (in cash, property, securities, obligations, or other property of the HoldCo Borrower) of principal of, interest on and other amounts with respect to, or other payments on account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement, or other acquisition of, any Indebtedness for borrowed money owed to the HoldCo Pledgor or any Affiliate thereof.

For the avoidance of doubt, amounts paid by the HoldCo Borrower or any of its subsidiaries to the Equity Owners or their Affiliates under any commercial agreement entered into by the Equity Owners or their Affiliates permitted pursuant to the HoldCo Financing Documents shall not be considered Distributions.

“DOE Export Authorization” means (a) the Order Granting Long-Term Multi-Contract Authorization to Export LNG to Free Trade Agreement Nations issued by DOE/HGEO in FE Docket No. 15-190-LNG in its Order No. 3869 on August 17, 2016, and (b) the Opinion and Order Granting Long-Term Multi-Contract Authorization to Export LNG to Non-Free Trade Agreement Nations issued by DOE/HGEO in FE Docket No. 15-190-LNG in its Order No. 4492 on February 10, 2020, as amended to extend the term in DOE/HGEO Order No. 4492-A issued on October 21, 2020.

“DOE/HGEO” means the U.S. Department of Energy, Hydrocarbons and Geothermal Energy Office, including all former and future names of that office within the Department of Energy.

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

“DSRA Reserve Amount” has the meaning assigned to such term in the Collateral and Intercreditor Agreement.

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

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

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

“Environmental Affiliate” means any Person, to the extent a HoldCo Borrower could reasonably be expected to have liability as a result of the HoldCo Borrower retaining, assuming, accepting or otherwise being subject to liability for Environmental Claims relating to such Person, whether the source of the HoldCo Borrower’s obligation is by contract or operation of Government Rule.

“Environmental Claim” has the meaning assigned to such term in the Definitions Agreement.

“Environmental Laws” has the meaning assigned to such term in the Definitions Agreement.

“Equity Interests” means, with respect to any Person, any of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options, or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights, or other interests are outstanding on any date of determination, in each such case including all voting rights and economic rights related thereto.

“Equity Owners” means any direct or indirect holders of Equity Interests of the OpCo Borrower.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any corporation or trade or business which is a member of any group of organizations: (a) described in Section 414(b) or Section 414(c) of the Code of which the HoldCo Borrower is a member and (b) solely for purposes of potential liability under Section 302(b) of ERISA and Section 412(b) of the Code and the lien created under Section 303(k) of ERISA and Section 430(k) of the Code, described in Section 414(m) or Section 414(o) of the Code of which the HoldCo Borrower is a member.

“ERISA Event” means:

(a)any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan, other than events for which the 30-day notice period has been waived by current regulation under PBGC Regulation Subsections .27, .28, .29 or .31;

(b)the failure with respect to any Plan to meet the minimum funding requirements of Section 412 or Section 430 of the Code or Section 302 or Section 303 of ERISA, whether or not waived;

(c)the filing pursuant to Section 412(c) of the Code or Section 303 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan;

(d)the incurrence by the HoldCo Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan;

(e)the filing of notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA;

(f)the institution of proceedings to terminate a Plan by PBGC or to appoint a trustee to administer any Plan;

(g)the withdrawal by the HoldCo Borrower or any of its ERISA Affiliates from a multiple employer plan (within the meaning of Section 4064 of ERISA) during a plan year in which it was a “substantial employer”, as such term is defined under Section 4064 of ERISA, upon the termination of a Multiemployer Plan or the cessation of operations under a Plan pursuant to Section 4062(e) of ERISA;

(h)the incurrence by the HoldCo Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Multiemployer Plan;

(i)the attainment of any Plan of “at risk” status within the meaning of Section 430 of the Code or Section 303 of ERISA;

(j)the receipt by the HoldCo Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the HoldCo Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in critical, endangered or critical and declining status, within the meaning of the Code or Title IV of ERISA;

(k)the failure of the HoldCo Borrower or any ERISA Affiliate to pay when due any amount that has become liable to the PBGC, any Plan or trust established thereunder pursuant to Title IV of ERISA or the Code;

(l)the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 436(f) of the Code;

(m)the HoldCo Borrower or any of its Controlled Subsidiaries engages in a “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 of ERISA that is not otherwise exempt by statute, regulation or administrative pronouncement; or

(n)the imposition of a lien under ERISA or the Code with respect to any Plan or Multiemployer Plan.

“Erroneous Payment” has the meaning assigned to such term in Section 11.11(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to such term in Section 11.11(d).

“Erroneous Payment Impacted Class” has the meaning assigned to such term in Section 11.11(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to such term in Section 11.11(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to such term in Section 11.11(f).

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

“Event of Default” means any of the events described in Article 9.

“Excluded Taxes” means, with respect to the HoldCo Administrative Agent, any HoldCo Lender, or any other recipient of any payment to be made by or on account of any obligation of the HoldCo Borrower under any HoldCo Financing Document, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Person being organized under the laws of, or having its principal office or, in the case of a HoldCo Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a HoldCo Lender, any U.S. federal withholding Tax that is imposed on amounts payable to or for the account of such Person with respect to an applicable interest in a HoldCo Financing Document pursuant to a law in effect on the date on which (i) such Person acquires such interest in the HoldCo Financing Document (other than pursuant to an assignment request by the HoldCo Borrower under Section 4.1) or (ii) such Person changes its lending office, except in each case to the extent, pursuant to Section 4.2, amounts with respect to such Taxes were payable either to such Person’s assignor immediately before such Person became a Party hereto or to such Person immediately before it changed its lending office, (c) Taxes attributable to such Person’s failure to comply with Section 4.2(g) or Section 4.2(h), and (d) any U.S. federal withholding Tax imposed under FATCA.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Government Authorities and implementing such Sections of the Code.

“FATCA Deduction” means a deduction or withholding from a payment under a HoldCo Financing Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

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

“Fee Letters” means each of:

(a)the HoldCo Collateral and Intercreditor Agent Fee Letter;

(b)the HoldCo Administrative Agent Fee Letter; and

(c)the Closing Date Fee Letter.

“Fees” means, collectively, each of the fees payable by the HoldCo Borrower for the account of any HoldCo Lender or the HoldCo Administrative Agent pursuant to Section 3.11.

“FERC Authorization” means the authorization to site, construct, and operate the P1 Train Facilities and the Common Facilities originally issued by FERC in its Order in Docket No. CP16-454 on November 22, 2019, as amended and modified by various subsequent orders by FERC in that docket, including the order on remand issued on August 29, 2025, and the order denying rehearing of that order issued on March 19, 2026, as such FERC orders may be amended, supplemented, clarified, restated, reissued, or otherwise modified from time to time by FERC.

“FERC” means the Federal Energy Regulatory Commission, or a successor thereto.

“Financial Covenant Start Date” means the first Quarterly Payment Date to occur on or after the date that is ninety days following the Project Term Conversion Date.

“First Call Protection End Date” means the date that is the third anniversary of the Closing Date.

“Flow of Funds Direction Letter” means the Flow of Funds Direction Letter, dated as of June 16, 2026, delivered by the HoldCo Borrower to the HoldCo Administrative Agent.

“Historical CFADS” means, for any period, an amount equal to (a) the amount of Cash Flow received by the HoldCo Borrower during such period minus (b) all operating costs of the HoldCo Borrower paid during such period (other than any non-recurring fee paid to any HoldCo Secured Party) which amounts under this clause (b) shall exclude non-recurring losses and other amounts, in each case, to the extent funded with proceeds of voluntary equity contributions or Indebtedness.

“HoldCo Account Bank” means JPMorgan Chase Bank, N.A..

“HoldCo Collateral Accounts” means any deposit or securities account of the HoldCo Borrower which is subject to a Control Agreement.

“HoldCo Administrative Agent” means Wilmington Trust, National Association, not in its individual capacity, but solely as HoldCo Administrative Agent for the HoldCo Loans hereunder, and each other Person that may, from time to time, be appointed as successor HoldCo Administrative Agent pursuant to Section 11.7.

“HoldCo Administrative Agent Fee Letter” means the Fee Letter, dated as of June 17, 2026, between the HoldCo Borrower and Wilmington Trust, National Association.

“HoldCo Collateral and Intercreditor Agent Fee Letter” means Fee Schedule, dated as of May 26, 2026, between the HoldCo Borrower and Wilmington Trust, National Association.

“HoldCo Borrower” has the meaning assigned to such term in the Preamble.

“HoldCo Collateral Agent” means Wilmington Trust, National Association, or any successor to it appointed pursuant to the terms of the Collateral and Intercreditor Agreement.

“HoldCo Commitment” means the commitment of each HoldCo Lender to make HoldCo Loans as set forth opposite the name of such HoldCo Lender in the columns entitled “HoldCo Loan Commitment” in Schedule 2, or if such HoldCo Lender has entered into one or more Lender Assignment Agreements, as set forth opposite the name of such HoldCo Lender in the Register maintained by the HoldCo Administrative Agent pursuant to Section 2.5(b) as such HoldCo Lender’s HoldCo Commitment, as the same may be reduced in accordance with Section 2.4.

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

“HoldCo Extraordinary Distributions” means Distributions using the proceeds of any Project Extraordinary Distributions received by the HoldCo Borrower to the extent the applicable Project Extraordinary Distributions are not a reimbursement of equity contributions by the HoldCo Borrower using the proceeds of the HoldCo Loans.

“HoldCo Financing Documents” means (a) this Agreement, (b) the Fee Letters, (c) the Collateral and Intercreditor Agreement, (d) each HoldCo Security Document, (e) the HoldCo Notes, (f) the Flow of Funds Direction Letter, and (g) each other document designated as a HoldCo Financing Document by the HoldCo Borrower on the one hand and the HoldCo Intercreditor Agent on the other hand; provided, that, for all purposes under the HoldCo Financing Documents other than for purposes of satisfying conditions precedent to Closing Date under Section 6.1, the Flow of Funds Direction Letter shall not constitute a HoldCo Financing Document.

“HoldCo Intercreditor Agent” means Wilmington Trust, National Association, or any successor to it, appointed pursuant to the terms of the Collateral and Intercreditor Agreement.

“HoldCo Lenders” means those HoldCo Lenders identified on Schedule 2 and each other Person that acquires the rights and obligations of any such HoldCo Lender pursuant to Section 12.4(b).

“HoldCo Loan” means any loan by a HoldCo Lender to the HoldCo Borrower pursuant to Section 2.1(a) and Section 2.5.

“HoldCo Loan Borrowing” means each disbursement of HoldCo Loans by the HoldCo Lenders (or the HoldCo Administrative Agent on their behalf) on any single date to the HoldCo Borrower in accordance with Section 2.3.

“HoldCo Loan DSRA Reserve Amount” means as of any date, an amount reasonably projected by the HoldCo Borrower to be the amount necessary to pay the forecasted Debt Service in respect of the HoldCo Loans hereunder from such date through (and including) the next Interest Payment Date taking into account, with respect to interest, the amount of interest that would accrue on the aggregate principal amount of the HoldCo Loans for the next six months; provided, that for purposes of calculation of the amount specified in clause (c) of the definition of “Debt Service”, any final balloon payment or bullet maturity of HoldCo Secured Debt shall not be taken into account and instead only the equivalent of the principal payment on the immediately preceding Interest Payment Date prior to such balloon payment or bullet maturity shall be taken into account.

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

“Fiscal Quarter” means each three-month period commencing on each of January 1, April 1, July 1, and October 1 of any Fiscal Year and ending on the next March 31, June 30, September 30, and December 31, respectively.

“Fiscal Year” means any period of twelve consecutive calendar months beginning on January 1 and ending on December 31 of each calendar year.

“Fitch” means Fitch Ratings, Ltd., or any successor to the rating agency business thereof.

“Foreign Lender” means any HoldCo Lender that is not a U.S. Person.

“GAAP” has the meaning assigned to such term in the Definitions Agreement.

“Gas” has meaning assigned to such term in the Definitions Agreement.

“Government Approval” means (a) any authorization, consent, approval, license, lease, ruling, permit, tariff, rate, certification, waiver, exemption, filing, variance, claim, order, judgment, or decree of, by, or with, (b) any required notice to, (c) any declaration of or with, or (d) any registration by or with any Government Authority.

“Government Authority” means any supra-national, federal, state, or local government or political subdivision thereof or quasi-government or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government (including any central bank) and having jurisdiction over the Person or matters in question.

“Government Rule” means any statute, law, regulation, ordinance, rule, judgment, order, decree, directive, requirement of, or other governmental restriction or any similar binding form of decision of or determination by, or any interpretation or administration of any of the foregoing by, any Government

Authority, including all common law, which is applicable to any Person, whether now or hereafter in effect.

“Guarantee” means a guarantee, an endorsement, a contingent agreement to purchase or to furnish funds for the payment or maintenance of, or otherwise to be or become contingently liable under or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or a guarantee of the payment of dividends or other distributions upon the stock or Equity Interests of any Person, or an agreement to purchase, sell, or lease (as lessee or lessor) Property of any Person, products, materials, supplies, or services primarily for the purpose of enabling a debtor to make payment of his, her or its obligations or an agreement to assure a creditor against loss, and including causing a bank or other financial institution to issue a letter of credit or other similar instrument for the benefit of another Person, but excluding (a) endorsements for collection or deposit in the ordinary course of business and (b) customary non-financial indemnity or hold harmless provisions included in contracts entered into in the ordinary course of business. The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.

“Hazardous Material” has the meaning assigned to such term in the Definitions Agreement.

“Hedge Agreement” means any agreement in respect of any interest rate, swap, forward rate transaction, commodity swap, commodity option, commodity future, interest rate option, interest rate or commodity cap, interest rate, or commodity collar transaction, currency swap agreement, currency future, or option contract, or other similar agreements providing for any swap, cap, collar, put, call, floor, future, option, forward, or other similar transaction or arrangement (or any combination of the foregoing), in each case settled by reference to one or more rates, currencies, commodities, prices or indices, whether entered into for the purposes of hedging or mitigating risk associated with a Person’s business operations or for speculative purposes.

“HMT” means His Majesty’s Treasury, the economic and finance ministry of the United Kingdom.

“HoldCo Borrower” has the meaning assigned to such term in the Preamble.

“HoldCo Pledgor” means Rio Grande LNG Intermediate HoldCo Pledgor, LLC, a Delaware limited liability company.

“Impairment” means, with respect to any Major Project Document, Required Export Authorization, Major Government Approval, or any HoldCo Financing Document:

(a)the rescission, revocation, staying, withdrawal, early termination, cancellation, repeal or invalidity thereof or otherwise ceasing to be in full force and effect;

(b)the suspension or injunction thereof; or

(c)in the case of a Major Government Approval, the inability to satisfy in a timely manner stated conditions to effectiveness thereof.

The verb “Impair” shall have a correlative meaning. The adjective “Impaired” shall have a correlative meaning.

“Indemnified Taxes” means (a) Taxes imposed on or with respect to any payment made on account of any obligation of the HoldCo Borrower under any HoldCo Financing Document, other than Excluded Taxes and (b) to the extent not otherwise described in clause (a) of this definition, Other Taxes.

“Independent Engineer” means “Independent Engineer” as defined in the P1 Common Terms Agreement.

“Initial Offtake Agreements” means “Initial Offtake Agreements” as defined in the P1 Common Terms Agreement.

“Initial Offtakers” means “Initial Offtakers” as defined in the P1 Credit Agreement.

“InsuranceCo” means Rio Grande LNG InsuranceCo, LLC, a Delaware limited liability company.

“Interest Payment Date” has the meaning assigned to such term in Section 3.2.

“Interest Rate” means 7.05%.

“Investment Grade” has the meaning set forth in the P1 Credit Agreement.

“IRS” means the Internal Revenue Service.

“Knowledge” means, with respect to the HoldCo Borrower, the actual knowledge of any Person holding any of the positions at the Sponsor (or successor positions to any such positions) set forth in Schedule 1; provided, that each such Person shall be deemed to have knowledge of all events, conditions and circumstances described in any notice delivered to the HoldCo Borrower pursuant to the terms of this Agreement or any other HoldCo Financing Document.

“KYC Requirements” means the consistently applied “know your customer” requirements of the HoldCo Lenders under applicable “know your customer” and Anti-Terrorism and Money Laundering Laws, including the Patriot Act.

“Kroll” means Kroll Bond Rating Agency, Inc., or if applicable, its successor.

“LandCo” means Rio Grande LNG LandCo, LLC, a Delaware limited liability company.

“Lender Assignment Agreement” means a Lender Assignment Agreement, substantially in the form of Exhibit D-1 or such other form as agreed by the applicable assignor and assignee, the HoldCo Borrower and the HoldCo Administrative Agent.

“LNG” has meaning assigned to such term in the Definitions Agreement.

“Loan Parties” means the HoldCo Borrower and the HoldCo Pledgor.

“Loss Proceeds” has the meaning assigned to such term in the P1 Common Terms Agreement.

“Major Government Approval” means each Material Government Approval other than the Required Export Authorizations.

“Major Project Document” means each of (a) the P1 EPC Contracts, (b) the P1 CASA, and (c) the RG Facility Agreements.

“Majority HoldCo Lenders” means at any time, the HoldCo Lenders holding in excess of 50.00% of the sum of (a) the aggregate undisbursed HoldCo Commitments plus (b) the then aggregate outstanding principal amount of the HoldCo Loans (excluding, in each such case, any HoldCo Lender that is a Loan Party, the Sponsor, or an Affiliate or Controlled Subsidiary thereof or an Affiliated Lender, and each HoldCo Commitment and any outstanding principal amount of any HoldCo Loan of any such HoldCo Lender).

“Material Government Approval” means any material Government Approval that is required in connection with the HoldCo Borrower’s execution, delivery, and performance of the HoldCo Financing Documents.

“Material Project Documents” means the “Material Project Documents” as defined in the P1 Financing Documents.

“Maximum Rate” has the meaning assigned to such term in Section 12.9.

“Mezzanine Financing Facility” means any financing facility entered into at any time by a Person that is a direct or indirect, wholly or partially owning, parent of the HoldCo Pledgor.

“Moody’s” has the meaning assigned to such term in the Definitions Agreement.

“Multiemployer Plan” means a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been made by the HoldCo Borrower or any ERISA Affiliate in the past five years and which is covered by Title IV of ERISA.

“Non-Appealable” means, with respect to any specified time period allowing a request for rehearing to the applicable Government Authority or an appeal to a court having jurisdiction of any Government Approval or any ruling under any Government Rule, as applicable, that such specified time period has either elapsed without a request for rehearing to the applicable Government Authority or appeal to a court having jurisdiction having been brought or, if such a rehearing or appeal was brought during such time period, such rehearing or appeal has been denied.

“Non-Debt Fund Affiliate” means any Affiliate of an Equity Owner other than (a) the HoldCo Pledgor, the HoldCo Borrower, or any Project Financing Entity, (b) any Debt Fund Affiliates, and (c) any natural Person.

“Non-Recourse Party” has the meaning assigned to such term in Section 12.21.

“Obligations” means, collectively, (a) all Indebtedness, HoldCo Loans, advances, debts, liabilities (including any indemnification or other obligations that survive the termination of the HoldCo Financing Documents), and all other obligations, howsoever arising (including Guarantee obligations), in each case, owed by the HoldCo Borrower to the Credit Agreement HoldCo 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 HoldCo Financing Documents, (b) any and all sums reasonably advanced by any Credit Agreement HoldCo Secured Party in order to preserve the Collateral

or preserve the security interest of the Credit Agreement HoldCo Secured Parties in the Collateral, and (c) in the event of any proceeding for the collection or enforcement of the obligations described in clauses (a) and (b) of this definition, after an Event of Default shall have occurred and be continuing and the HoldCo Loans have been accelerated pursuant to Section 10.1 or Section 10.2, 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 the HoldCo Lenders of their rights under the HoldCo Security Documents, together with any necessary attorneys’ fees and court costs.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“OFAC Laws” means any laws, regulations, and executive orders relating to the economic sanctions programs administered by OFAC, including the International Emergency Economic Powers Act, 50 U.S.C. sections 1701 et seq.; the Trading with the Enemy Act, 50 App. U.S.C. sections 1 et seq.; and the Office of Foreign Assets Control, Department of the Treasury Regulations, 31 C.F.R. Parts 500 et seq. (implementing the economic sanctions programs administered by OFAC).

“OFAC SDN List” means the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC.

“Officer’s Certificate” means a certificate signed by one Authorized Officer of the HoldCo Borrower, which officer must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer and, if applicable, includes:

(a)a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

“Offtake Agreement” means “Offtake Agreement” as defined in the P1 Common Terms Agreement.

“Offtaker” means each counterparty to an Offtake Agreement (but excluding the HoldCo Borrower).

“OpCo Borrower” means Rio Grande LNG, LLC, a Texas limited liability company.

“OpCo Pledgor” means Rio Grande LNG Holdings, LLC, a Delaware limited liability company.

“Opinion of Counsel” means an opinion or opinions from legal counsel who is reasonably acceptable to the HoldCo Administrative Agent. The counsel may be an employee of, or counsel to, the HoldCo Borrower or to the HoldCo Lenders, as applicable.

“Organic Document” means, with respect to any Person, (a) if such Person is a corporation, its certificate of incorporation, its by-laws and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized shares of capital stock, (b) if such Person is a limited liability company, its certificate of formation or articles of organization and its limited liability company agreement, and (c) if such Person is a partnership or limited partnership, its certificate of partnership and its partnership agreement.

“Other Connection Taxes” means, with respect to the HoldCo Administrative Agent, any HoldCo Lender, or any other recipient of any payment made pursuant to any obligation of the HoldCo Borrower under any HoldCo Financing Document, 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 HoldCo Financing Document, or sold or assigned an interest in any HoldCo Loan or HoldCo Financing Document).

“Other Taxes” mean any and all present or future stamp or documentary taxes, court, intangible, recording, filing, or similar Taxes arising from any payment made under any HoldCo Financing Document or from the execution, delivery or enforcement of, or otherwise with respect to, any HoldCo 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 4.1).

“P1 Administrative Agent” means the administrative agent for the secured parties under the P1 Financing Documents.

“P1 CASA” means the “P1 CASA” as defined in the P1 Common Terms Agreement.

“P1 Credit Agreement” means the Credit Agreement, dated as of July 12, 2023, by and among the OpCo Borrower, as the borrower, MUFG Bank, Ltd., as the P1 Administrative Agent, Mizuho Bank, Ltd., as the P1 Collateral Agent, and the senior lenders that are party thereto from time to time.

“P1 Collateral Agent” means the collateral agent for the secured parties under the P1 Financing Documents.

“P1 Collateral and Intercreditor Agreement” means the Collateral and Intercreditor Agreement, dated as of July 12, 2023, by and among, inter alia, the OpCo Borrower, the P1 Intercreditor Agent, and the P1 Collateral Agent.

“P1 Common Terms Agreement” means the Common Terms Agreement, dated as of July 12, 2023 (as amended by that certain Amendment No. 1 to Common Terms Agreement, dated as of November 2, 2023, as further amended by that certain Amendment No. 2 to Common Terms Agreement, dated as of December 28, 2023, and as further amended by that certain Amendment No. 3 to Common Terms Agreement, dated as of September 4, 2025, and as further amended, amended and restated, modified, or supplemented), by and among, inter alia, the OpCo Borrower, as borrower, the senior secured debt holder representatives that are parties thereto from time to time, and MUFG Bank, Ltd., as the P1 intercreditor agent.

“P1 EPC Contracts” means the “P1 EPC Contracts” as defined in the P1 Common Terms Agreement.

“P1 Financing Documents” means the “P1 Financing Documents” as defined in the P1 Common Terms Agreement.

“P1 Intercreditor Agent” means the intercreditor agent for the secured parties under the P1 Financing Documents.

“P1 Intercreditor Agreement” means that certain Collateral and Intercreditor Agreement, dated as of July 12, 2023, by and among the OpCo Borrower, as borrower, each senior secured debt holder representative that is a party thereto, MUFG Bank, Ltd., as the P1 Intercreditor Agent and Mizuho Bank (USA), as the P1 Collateral Agent.

“P1 Project” means the “Project” as defined in the P1 Financing Documents.

“P1 Senior Lenders” means the “Senior Lenders” as defined in the P1 Credit Agreement.

“Participant” has the meaning assigned to such term in Section 12.4(d).

“Participant Register” has the meaning assigned to such term in Section 12.4(d).

“Party” or “Parties” has the meaning assigned to such term in the Preamble.

“Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) of 2001, and the rules and regulations promulgated thereunder from time to time in effect.

“Payment Recipient” has the meaning assigned to such term in Section 11.11(a).

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Performance Liquidated Damages” has the meaning assigned to such term in the P1 Collateral and Intercreditor Agreement.

“Permitted Business” means (a) the design, engineering, development, procurement, construction, installation, testing, completion, ownership, operation, and maintenance of the Rio Grande Facility, all activity reasonably necessary or undertaken in connection with the foregoing and any activities incidental or related to any of the foregoing, including, the design, engineering, development, procurement, construction, installation, testing, completion, ownership, operation, and maintenance of any facilities reasonably related to or using by-products of the Rio Grande Facility (including carbon capture and sequestration by the HoldCo Borrower or their Affiliates), (b) the design, engineering, development, procurement, construction, installation, testing, completion, ownership, operation, and maintenance of carbon capture and sequestration projects, all activity reasonably necessary or undertaken in connection with the foregoing, and any activities incidental or related to any of the foregoing, and (c) any business activities reasonably related to the foregoing.

“Permitted Indebtedness” means:

(a)in the case of the HoldCo Borrower only, HoldCo Secured Debt and all other HoldCo Secured Obligations, including all Indebtedness under HoldCo Secured IR Hedge Agreements;

(b)to the extent constituting Indebtedness, indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course or other cash management services in the ordinary course of business;

(c)other unsecured Indebtedness in aggregate principal amount not to exceed $15,000,000.

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, or Government Authority.

“PIK Interest” has the meaning assigned to such term in Section 3.4(a).

“Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA, including any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) and/or any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), that is or was maintained or contributed to by the HoldCo Borrower or any ERISA Affiliate.

“Platform” has the meaning assigned to such term in Section 12.11(h).

“Project Additional Senior Secured Debt” means the additional “Senior Secured Debt” as defined in the P1 Common Terms Agreement.

“Project Event of Default” means an “Event of Default” as defined in any P1 Intercreditor Agreement.

“Project Extraordinary Distributions” means “Extraordinary Distributions” as defined in the P1 Financing Documents.

“Project Financing Entities” means the OpCo Pledgor and the OpCo Borrower.

“Project Permitted Indebtedness” means the “Permitted Indebtedness” as defined in the P1 Common Terms Agreement.

“Project Permitted Liens” means the “Permitted Liens” as defined in the P1 Collateral and Intercreditor Agreement.

“Project Permitted Subordinated Debt” means the “Permitted Subordinated Debt” as defined in the P1 Common Terms Agreement.

“Project Senior Secured Debt” means the “Senior Secured Debt” as defined in the P1 Common Terms Agreement.

“Project Senior Secured Debt Holders” means the “Senior Secured Debt Holder” as defined in the P1 Common Terms Agreement.

“Project Senior Secured Debt Instruments” means the “Senior Secured Debt Instrument” as defined in the P1 Common Terms Agreement.

“Project Term Conversion Date” means the “Term Conversion Date” as defined in the P1 Credit Agreement.

“Qualified Energy Company” means, to the extent satisfying the KYC Requirements, a Person: (a) (1) that is, owns, or is Controlled by, or whose ultimate parent company is, (i) an international reputable oil and gas or LNG company (integrated or non-integrated) substantially involved in the exploration, development, production or marketing of hydrocarbons, (ii) a power company or utility that has not less than 5000 megawatts of power generation assets under ownership, management and operation of which at least 2500 megawatts are attributable to gas-fired power generation assets, or (iii) a utility or trading company, a substantial portion of whose business involves the ownership, transportation, liquefaction, regasification or purchase, sale or trading of gas or LNG, (2) with a tangible net worth of no less than $5,000,000,000, and (3) that is not, or whose ultimate parent company is not, an Affiliate of any Government Authority or (b) that is, or is an Affiliate of the Sponsor or any Approved Owner.

“Qualified Investment Entities” means, to the extent satisfying the KYC Requirements, any Person that is managed or advised by a Qualified Investment House or its Related Entities; where “advised” means being in receipt of implementing advice in relation to the management of investments of a person which (other than in relation to actually making decisions to implement such advice) is substantially the same as the services which would be provided by a fund manager of the relevant Person.

“Qualified Investment House” means (a) Global Infrastructure Management, LLC or (b) any other investment manager who (1) has aggregate assets under management and committed capital in excess of $10,000,000,000 and (2) has satisfied the KYC Requirements.

“Qualified Manager” means an entity that (a) manages (by contract, as the manager of a limited liability company, or the general partner of a limited partnership) or advises infrastructure funds, private equity funds, pension funds, government sponsored funds or other similar funds (including publicly traded entities commonly referred to as “master limited partnerships”), which collectively hold assets that in the aggregate are valued in excess of $5,000,000,000, (b) has the expertise, experience, and technical resources to successfully manage the relevant managed entity’s ownership interest in the Project, and (c) satisfies the KYC Requirements. For purposes of this definition of “Qualified Manager”, “advised” means being in receipt of and implementing advice in relation to the management of investments of that person which (other than in relation to actually making decisions to implement such advice) is substantially the same as the services which would be provided by a fund manager of the relevant person.

“Qualified Mezzanine Entity” means, in connection with a foreclosure under any Mezzanine Financing Facility, a Person that:

(a)is one of (i) an agent under such Mezzanine Financing Facility who acquires, holds, or controls the relevant Equity Interests, as agent, pending further disposition thereof for a period not to exceed 270 days (unless, prior to the expiration of such 270 days, a Rating Reaffirmation shall have occurred), (ii) at any time prior to the Project Term Conversion Date, a Person who receives the relevant Equity Interests through a bona fide foreclosure over the security interests granted in respect of such Mezzanine Financing Facility and such Person is otherwise an Approved Owner (other than as set forth in clause (e) of the

definition thereof) or one or more of (A) General Atlantic Service Company, L.P., (B) Ares Management Corporation, (C) HPS Investment Partners, LLC, (D) The Carlyle Group Inc., (E) Apollo Global Management, Inc., (F) The Blackstone Group Inc., (G) BlackRock, Inc., (H) GoldenTree Asset Management LP, (I) Sixth Street Partners, LLC, (J) Oaktree Capital Management, L.P., (K) Elda River Capital Management, LLC, (L) Kennedy Lewis Investment Management LLC, (M) Morgan Stanley Infrastructure Partners, (N) Energy Capital Partners, (O) Canada Pension Plan Investment Board, (P) IFM Investors Pty Ltd, (Q) Ardian Holding SAS, (R) King Street Capital Management, L.P., (S) Quantum Capital Group, (T) I Squared Capital Advisors, LLC, (U) Abu Dhabi Investment Authority, (V) Caisse de dépôt et placement du Québec, (W) Brookfield Asset Management Inc., (X) Macquarie Group Limited, (Y) GIC Private Limited, (Z) Ontario Municipal Employees Retirement System, (AA) DWS Group GmbH & Co. KGaA, (BB) Man Group plc, (CC) Brookfield Oaktree Holdings, LLC, (DD) KKR & Co. Inc., (EE) Owl Rock Capital Corporation, and (FF) any Affiliates of the Persons listed in the foregoing clauses (A) through (EE), or (iii) at any time after the Project Term Conversion Date, (A) is either (1) any infrastructure fund, private equity fund, pension fund, government sponsored fund, or other similar fund (including publicly traded entities commonly referred to as “master limited partnerships”) or an investment vehicle owned directly or indirectly by one or more such entities that is a lender under such Mezzanine Financing Facility and is Controlled by a Qualified Manager or (2) the Qualified Manager of any entity referred to in case (1) of this subpart (iii)(A) and, in each of cases (1) and (2) of this subpart (iii)(A) acquires the relevant Equity Interests for its own account or for further disposition thereof or (B) a Person who receives the relevant Equity Interests through a bona fide foreclosure over the security interests granted in respect of such Mezzanine Financing Facility and such Person is (1) otherwise an Approved Owner, Qualified Investment Entity, Qualified Offtaker Investor, or Qualified Energy Company or (2) has caused any Specified Rating Agency to provide a Rating Reaffirmation of the HoldCo Loans that gives effect to the acquisition, holding or control of such Equity Interests by such Person; and

(b)is not, and is not 50% or more owned or otherwise Controlled by, and does not own or Control, a Restricted Person and satisfies the KYC Requirements.

“Qualified Offtake Agreement” means the Initial Offtake Agreements and any other Offtake Agreement that meets each of the following conditions: (a) such Offtake Agreement is entered into for a Qualified Term with a Qualified Offtaker; (b) such Offtake Agreement provides for the delivery of LNG on an FOB or Delivered basis; (c) the OpCo Borrower has delivered to the P1 Administrative Agent notice of the proposed terms of such Offtake Agreement and such terms (other than as specified in the foregoing clauses (a) and (b)) are consistent, in all material respects with (or not materially less favorable in the aggregate to the interests of the OpCo Borrower than) those set forth in any of Qualified Offtake Agreements then in effect; and (d) the execution of such Qualified Offtake Agreement and performance by the OpCo Borrower of its obligations under such Qualified Offtake Agreement shall not result in a breach of any Qualified Offtake Agreement then in effect, or any Required Export Authorization then in-effect and any additional Required Export Authorizations that are necessary in connection with the execution of such Offtake Agreement.

“Qualified Offtaker” means, to the extent satisfying the P1 Senior Lenders’ KYC Requirements:

(c)(1) any Initial Offtaker so long as, either (i) such Initial Offtaker is not required to provide credit support on the Closing Date in respect of its obligations under the Initial Offtake Agreement to which is a party or (ii) such Initial Offtaker has entered into the applicable Designated Offtake Agreement after the Closing Date that provides for credit support requirements that are either substantially similar to those included in the applicable Initial Offtake Agreement or more favorable to the OpCo Borrower and (2) any entity that, as of the Closing Date, provides a guaranty in respect of an Initial Offtaker’s obligations under the Initial Offtake Agreement to which it is a party;

(d)any Offtaker under any Offtake Agreement which, as of the date it enters into the applicable Designated Offtake Agreement (or, if later, the date on which the applicable Offtake Agreement is designated as a Designated Offtake Agreement as applicable), is, or whose obligations under such Designated Offtake Agreement are guaranteed by an entity that is, Investment Grade;

(e)any Offtaker under any Offtake Agreement that has provided one or more (x) guarantees from a guarantor that is Investment Grade and/or (y) letters of credit issued by a Qualifying LC Issuer, that are each issued for the benefit of the OpCo Borrower in respect of its obligations under its applicable Offtake Agreement, in the case of clauses (x) and/or (y), in an amount (in the aggregate) equal to the greater of:

(1)50% of the present value of the Contracted Revenues from the applicable Designated Offtake Agreement during the remaining Qualified Term of such Designated Offtake Agreement; and

(2)100% of the present value of the Contracted Revenues from the applicable Designated Offtake Agreement during the lesser of (i) the succeeding seven years under such Designated Offtake Agreement and (ii) the remaining term of such Designated Offtake Agreement;

(f)any of Vitol Inc., Glencore Ltd., Trafigura Pte Ltd, Gunvor Singapore Pte Ltd, NFE North Trading, LLC, Mercuria Energy Group Ltd, Petrobras Global Trading B.V., Axpo Singapore Pte Ltd., and Litasco SA; and

(g)so long as the OpCo Borrower has other Designated Offtake Agreements for at least 12.25 MTPA of ACQ with an Offtaker that satisfies the criteria set forth in any of clauses (a) – (d) above, any Offtaker that has, or whose obligations under the applicable Designated Offtake Agreement are guaranteed by an entity that has, a tangible net worth of at least $3,000,000,000 per 1.0 MTPA of ACQ.

“Qualified Offtaker Investors” means (a) any Initial Offtaker that is not required to provide credit support on the Closing Date in respect of its obligations under the Initial Offtake Agreement to which is a party, (b) any entity that, as of the Closing Date, provides a guaranty in respect of an Initial Offtaker’s obligations under the Initial Offtake Agreement to which such Initial Offtaker is a party, (c) any entity that provides a guaranty as contemplated by clause (b) or clause (c) of the definition of “Qualified Offtaker”, (d) any entity referred to in clause (d) or clause (e) of the definition of “Qualified Offtaker”, and (e) to the extent satisfying the P1 Senior Lenders’ KYC Requirements, any entity that Controls any of the foregoing.

“Qualified Public Company” means any publicly listed indirect parent of the OpCo Borrower following a Qualified Public Offering, so long as following such Qualified Public Offering, no person (other than such entity, the Sponsor, the Approved Owners, Qualified Investment Entities, Qualified Offtaker Investors, Qualified Energy Companies, such publicly listed parent company following such Qualified Public Offering or any underwriter or placement agent participating in such Qualified Public Offering) or persons constituting a “group” (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 or any successor provision) (excluding employee benefit plans of the OpCo Borrower or any of its Affiliates and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the beneficial owner, directly or indirectly, of more than 50% of the economic interests in the OpCo Borrower and, directly or indirectly, Controls the OpCo Borrower.

“Qualified Public Offering” means any public offering of the Sponsor or its Affiliates with any indirect ownership interest in the OpCo Borrower or any direct or indirect shareholder of the OpCo Borrower.

“Qualified Term” means (a) with respect to any Designated Offtake Agreement other than a replacement Designated Offtake Agreement, the term of such Offtake Agreement used in the Base Case Forecast when determining the applicable quantum of Senior Secured Debt that could be incurred based on the revenues projected to be generated under such Offtake Agreement and (b) with respect to one or more Offtake Agreements entered into to replace any terminated Designated Offtake Agreement, (1) a term at least as long, taken as a whole, as the remaining term of the terminated Designated Offtake Agreement that such Offtake Agreement(s) are replacing or (2) the term for such replacement Offtake Agreement(s) used in the Base Case Forecast to calculate the quantum of Senior Secured Debt required to be prepaid as a result of the terminated Designated Offtake Agreement and entry into such replacement Offtake Agreement(s).

“Qualifying LC Issuer” means a bank whose long term unsecured and unguaranteed debt is rated by at least one of S&P, Fitch or Moody’s and at least one such rating is equal to or better than “A-” by S&P or Fitch or “A3” by Moody’s and has a combined capital and surplus of at least $1,000,000,000

“Quarterly Payment Date” means “Quarterly Payment Date” as defined in the P1 Common Terms Agreement.

“Rating Reaffirmation” means, with respect to any matter under this Agreement requiring a Rating Reaffirmation, that any Specified Rating Agency has considered the matter and confirmed that, if implemented (or if such matter is an Event of Default, if such event continued), they would reaffirm the then current rating or provide a more favorable rating.

“Recipient” means (a) the HoldCo Administrative Agent or (b) any HoldCo Lender, as applicable.

“Register” has the meaning assigned to such term in Section 2.5(b).

“Regulation D”, “Regulation T”, “Regulation U”, and “Regulation X” means, respectively, Regulation D, Regulation T, Regulation U, and Regulation X of the Board of Governors of the Federal Reserve System.

“Related Entity” means, with respect to any Person, any other person directly or indirectly Controlling, Controlled by or under direct or indirect common Control with such Person.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the shareholders, members, partners, directors, officers, employees, agents, and advisors of such Person and of such Person’s Affiliates.

“Release” has the meaning assigned to such term in the Definitions Agreement.

“Required Export Authorization” means the “Required Export Authorizations” as defined in the P1 Financing Documents.

“Required Rating” means BBB- by Kroll or an equivalent rating by another Specified Rating Agency.

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

“Restricted Lender” has the meaning assigned to such term in Section 12.27.

“Restricted Person” means a Person that is: (a) the target of Sanctions Regulations; (b) a Person listed on, or acting on behalf of a Person listed on, any Sanctions List; (c) a Person located, organized, or ordinarily resident in a country, territory, or region that is, or whose government is, the target of country-wide or territory-wide comprehensive Sanctions Regulations (as of the date of this Agreement, Cuba, Iran, North Korea, the Crimea, Kherson, and Zaporizhzhia regions of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic) but excluding, for the elimination of doubt, the United States; or (d) a Person owned more than 50% by or otherwise controlled by a Person or Persons, country, territory, or region in clauses (a) through (c).

“RG Facility Agreements” means the “RG Facility Agreements” as defined in the Definitions Agreement.

“RG Facility Entities” means, collectively, CFCo, LandCo, and InsuranceCo.

“Rio Grande Facility” has the meaning assigned to such term in the Definitions Agreement.

“Sanctioned Country” means, at any time, a country or territory that is itself the target of comprehensive Sanctions Regulations (as of the date of this Agreement, Cuba, Iran, North Korea, the Crimea, Kherson, and Zaporizhzhia regions of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic).

“Sanctions Authorities” means (a) the United States, (b) the United Nations (acting through the United Nations Security Council as a whole and not each individual member or member state), (c) the European Union (as a whole and not each member state), (d) the United Kingdom, (e) Canada, (f) Germany, or (g) the respective governmental institutions and agencies of any of the foregoing, including OFAC, the United States Department of State, and HMT.

“Sanctions List” means the OFAC SDN List, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of sanctions designation under Sanctions Regulations made by, any of the Sanctions Authorities but excluding, in all cases, to the extent such list is made by any Sanctions Authority and targeted against the United States or Persons in or connected to the United States.

“Sanctions Regulations” means the applicable economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by the Sanctions Authorities, including the OFAC Laws but excluding, in all cases, to the extent administered, enacted or enforced by any other Sanctions Authority against the United States.

“Sanctions Violation” has the meaning assigned to such term in Section 7.16(c).

“Second Call Protection End Date” means the date that is the fourth anniversary of the Closing Date.

“Solvent” means, with respect to any Person as of the date of any determination, that on such date:

(a)the fair valuation of the property of such Person is greater than the total liabilities, including contingent liabilities, of such Person;

(b)the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured;

(c)such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations, and other commitments as they mature in the normal course of business;

(d)such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and

(e)such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital after giving due consideration to current and anticipated future business conduct.

In computing the amount of contingent liabilities at any time, such liabilities shall be computed at the amount which, in light of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Rating Agency” means Kroll, Moody’s, S&P, Fitch, DBRS or such other nationally recognized rating agency as approved by the Majority HoldCo Lenders.

“Sponsor” means NextDecade LNG, LLC.

“S&P” has the meaning assigned to such term in the Definitions Agreement.

“Taxes” means all present or future taxes, assessments, imposts, duties, deductions, withholdings (including backup withholding), fees or other charges or levies imposed by any Government Authority, including any interest, additions to tax or penalties applicable thereto. “Tax” shall have a correlative meaning.

“Treasury Rate” means, with respect to any prepayment date, the yield determined by the HoldCo Borrower in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the HoldCo Borrower after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the prepayment date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the HoldCo Borrower shall select, as applicable: (a) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the prepayment date to the First Call Protection End Date (the “Remaining Life”); (b) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the First Call Protection End Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (c) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the prepayment date.

If on the third Business Day preceding the prepayment date H.15 TCM is no longer published, the HoldCo Borrower shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such prepayment date of the United States Treasury security maturing on, or with a maturity that is closest to, the First Call Protection End Date, as applicable. If there is no United States Treasury security maturing on the First Call Protection End Date but there are two or more United States Treasury securities with a maturity date equally distant from the First Call Protection End Date, one with a maturity date preceding the First Call Protection End Date and one with a maturity date following the First Call Protection End Date, the HoldCo Borrower shall select the United States Treasury security with a maturity date preceding the First Call Protection End Date. If there are two or more United States Treasury securities maturing on the First Call Protection End Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the HoldCo Borrower shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

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

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

“Unanimous Decision” means, in respect of Modifications, Consents and Waivers of and under HoldCo Collateral Documents, (a) reducing the percentage or other voting thresholds specified in respect of matters requiring approval of the HoldCo Secured Parties; (b) changing or otherwise adversely impacting the priority of the Liens over the Collateral (except as allowed under the HoldCo Financing Documents); (c) changing the provisions of the HoldCo Financing Documents providing for the pari passu ranking of the HoldCo Secured Debt; (d) amending this definition of “Unanimous Decision”; (e) releasing all or any material portion of the Collateral from the Lien of any of the HoldCo Security Documents (other than upon the sale, conveyance, lease, transfer, or other disposal of assets that do not constitute all or substantially all of the assets of the HoldCo Borrower); and (f) modifying any of the following provisions of the Collateral and Intercreditor Agreement: Section 9.5 (Application of Specified Mandatory Prepayment Proceeds to the HoldCo Secured Obligations Prior to an Enforcement Action), and Section 9.6 (Application of Collateral Proceeds to the HoldCo Secured Obligations Following an Enforcement Action).

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of provisions relating to such perfection or priority and for purposes of definitions related to such provisions.

“United States” or “U.S.” means the United States of America.

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

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 4.2(g)(ii)(B)(3).

“Voting Interests” means capital shares in any Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of or appoint directors or managers (or persons performing similar functions), of such Person, even if the right so to vote, appoint or Control has been suspended by the happening of such a contingency.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means the HoldCo Borrower, the HoldCo Administrative Agent and the HoldCo Collateral Agent.

“Working Capital Debt” means “Working Capital Debt” as defined in the P1 Common Terms Agreement.

powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Document

Exhibit 10.5


COLLATERAL AND INTERCREDITOR AGREEMENT

dated as of June 17, 2026

among

RIO GRANDE LNG INTERMEDIATE HOLDCO BORROWER, LLC,
as the HoldCo Borrower,

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the HoldCo Intercreditor Agent,

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the HoldCo Collateral Agent,

and


EACH OF THE HOLDCO SECURED CREDITOR REPRESENTATIVES FROM TIME TO TIME PARTIES HERETO

TABLE OF CONTENTS

Page


1. DEFINITIONS AND INTERPRETATION			2
1.1 Defined Terms			2
1.2 Principles of Interpretation			2
1.3 UCC Terms			3
1.4 HoldCo Secured Creditor Representatives			3
2. THE COLLATERAL			3
2.1 Maintenance of Collateral			3
2.2 Account Administration			3
2.3 DSR LCs			4
3. THE LIENS			4
3.1 Execution of HoldCo Collateral Documents			4
3.2 Acknowledgement of Liens			4
3.3 Creation, Perfection and Priority of Liens of Personal Property			4
3.4 Delivered Collateral			6
3.5 Release of Liens			6
3.6 Reinstatement			7
3.7 HoldCo Security Documents; Etc.			7
3.8 Permitted Liens			7
3.9 Further Assurances in Respect of Collateral			8
4. THE HOLDCO SECURED OBLIGATIONS			8
4.1 Acknowledgment of HoldCo Secured Obligations			8
4.2 Accession to this Agreement			8
4.3 Notice of this Agreement			9
4.4 Payment in Full or Termination of HoldCo Secured Obligations			9
5. VOTING AND DECISION MAKING			10
5.1 Decision-Making			10
5.2 Intercreditor Votes; Each Party’s Entitlement to Vote			10
5.3 Casting of Votes			12
5.4 Recordation and Tabulation			12
5.5 Voting by HoldCo Secured IR Hedge Counterparties			13
6. MODIFICATIONS, CONSENTS AND WAIVERS			13
6.1 Modifications, Consents and Waivers of and under HoldCo Secured Debt Instruments			13
6.2 Modifications, Consents and Waivers of and under HoldCo Secured IR Hedge Agreements			13
6.3 Modifications, Consents and Waivers of and under HoldCo Collateral Documents			13
6.4 Administrative Decisions			14
6.5 Effect of Modification on other HoldCo Secured Parties			14
6.6 Provision of Information; Meetings			15


7. DEFAULTS AND REMEDIES			15
7.1 Notice of Defaults			15
7.2 Action by Individual HoldCo Secured Debt Holders			16
7.3 Election to Pursue Remedies			16
7.4 Exercise of Remedies			19
7.5 Liability			20
7.6 HoldCo Secured IR Hedge Counterparties			20
7.7 Cessation of an Event of Default			20
8. AGREEMENT OF HOLDCO SECURED IR HEDGE COUNTERPARTIES			21
8.1 Undertakings of HoldCo Secured IR Hedge Counterparties			21
8.2 Restriction on Commencement of Proceedings			21
8.3 Termination and Exercise of Rights			22
8.4 No Other Remedies			22
9. APPLICATION OF SPECIFIED MANDATORY PREPAYMENT PROCEEDS AND COLLATERAL PROCEEDS			23
9.1 Generally			23
9.2 Loss Proceeds			23
9.3 Asset Sale Proceeds			24
9.4 Performance Liquidated Damages			24
9.5 Application of Specified Mandatory Prepayment Proceeds to the HoldCo Secured Obligations Prior to an Enforcement Action			24
9.6 Application of Collateral Proceeds to the HoldCo Secured Obligations Following an Enforcement Action			25
9.7 Establishment of HoldCo Accounts			26
9.8 HoldCo Accounts			26
9.9 Lien Failure			30
9.10 Rescission; Return of Collateral			30
9.11 Payments Received by Any Other HoldCo Secured Party			31
9.12 Amounts Not Subject to Sharing			31
9.13 Presumption Regarding Payments			32
9.14 Notice of Amounts Owed			32
9.15 No Separate Security			32
10. THE HOLDCO COLLATERAL AGENT			32
10.1 Appointment, Acceptance and Authority			32
10.2 Rights as a HoldCo Secured Creditor			33
10.3 Exculpatory Provisions			33
10.4 HoldCo Collateral Agent Not Responsible			36
10.5 Reliance by the HoldCo Collateral Agent			37
10.6 Delegation of Duties			37
10.7 Resignation and Removal of the HoldCo Collateral Agent			37
10.8 Non-Reliance on HoldCo Collateral Agent			39
10.9 Collateral Matters			39
10.10 Proofs of Claim			39

ii|


10.11 Request for Indemnification by the HoldCo Secured Creditors			40
10.12 No Amendment to Duties of HoldCo Collateral Agent Without Consent			40
10.13 Deductions and Withholding of the HoldCo Collateral Agent			40
10.14 Copies			40
11. THE HOLDCO INTERCREDITOR AGENT			41
11.1 Appointment, Acceptance and Authority			41
11.2 Rights as a HoldCo Secured Creditor			41
11.3 Exculpatory Provisions			42
11.4 HoldCo Intercreditor Agent Not Responsible			43
11.5 Reliance by the HoldCo Intercreditor Agent			45
11.6 Delegation of Duties			45
11.7 Resignation and Removal of the HoldCo Intercreditor Agent			45
11.8 Non-Reliance on HoldCo Intercreditor Agent			46
11.9 Request for Indemnification by the HoldCo Secured Creditors			47
11.10 No Amendment to Duties of HoldCo Intercreditor Agent Without Consent			47
11.11 Copies			47
12. EXPENSES; INDEMNITY; DAMAGE WAIVER			47
12.1 Costs and Expenses of the HoldCo Collateral Agent and HoldCo Intercreditor Agent			47
12.2 Indemnification for the HoldCo Collateral Agent and the HoldCo Intercreditor Agent			48
12.3 Waiver of Consequential Damages			50
12.4 Payments			50
13. LIMITED RECOURSE			50
14. MISCELLANEOUS			51
14.1 Notices and Communications			51
14.2 Failure of Indulgence Not Waiver; Remedies Cumulative			51
14.3 Marshalling; Payments Set Aside			52
14.4 Counterparts; Effectiveness			52
14.5 Amendment or Waiver			52
14.6 Successors and Assigns			53
14.7 Waiver of Jury Trial			53
14.8 Severability			53
14.9 Governing Law			53
14.10 Jurisdiction; Service of Process			54
14.11 Service of Process			54
14.12 Immunity			54
14.13 Termination			55
14.14 Captions			55
14.15 Termination of Certain Information; Confidentiality			55
14.16 Survival			56

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APPENDICES

Appendix I - Definitions

Appendix II - HoldCo Secured Creditor Representative and Other HoldCo Secured Party Notice Information

SCHEDULES

Schedule 1 - Administrative Decisions

EXHIBITS

Exhibit A - Form of CIA Accession Confirmation

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This COLLATERAL AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of June 17, 2026, is by and among:

(1)RIO GRANDE LNG INTERMEDIATE HOLDCO BORROWER, LLC, a Delaware limited liability company (the “HoldCo Borrower”);

(2)WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as intercreditor agent for the HoldCo Secured Parties defined below (the “HoldCo Intercreditor Agent”);

(3)WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent for the HoldCo Secured Parties defined below (the “HoldCo Collateral Agent”); and

(4)each of the HOLDCO SECURED CREDITOR REPRESENTATIVES that is a party to this Agreement from time to time in accordance with the terms of this Agreement.

WHEREAS:

(A)the HoldCo Borrower has entered into that certain Credit Agreement, dated as of June 17, 2026, with Wilmington Trust, National Association, as HoldCo Administrative Agent (the “BX HoldCo Administrative Agent”), the HoldCo Collateral Agent, and the lenders and issuing banks party thereto from time to time (the “BX HoldCo Credit Agreement”);

(B)the HoldCo Borrower may enter into, from time to time, additional HoldCo Secured Debt Instruments with additional HoldCo Secured Debt Holders;

(C)the HoldCo Borrower may enter into certain HoldCo Secured IR Hedge Transactions with certain HoldCo Secured IR Hedge Counterparties;

(D)the HoldCo Borrower and Rio Grande LNG Intermediate HoldCo Pledgor, LLC, a Delaware limited liability company (the “HoldCo Pledgor”), have each agreed to secure the HoldCo Secured Obligations with Liens on the Collateral in accordance with the HoldCo Security Documents to which they are parties;

(E)the HoldCo Collateral Agent has agreed to act on behalf of all HoldCo Secured Parties as collateral agent and is entering into this Agreement, inter alia, to define the rights, duties, authority, and responsibilities of the HoldCo Collateral Agent;

(F)the HoldCo Intercreditor Agent has agreed to act on behalf of all HoldCo Secured Parties as the intercreditor agent and is entering into this Agreement, inter alia, to define the rights, duties, authority, and responsibilities of the HoldCo Intercreditor Agent; and

(G)each of the parties hereto wishes to enter into this Agreement in order to set out, inter alia, their respective agreements as to the holding and administration of the Collateral and the procedures and requirements as between HoldCo Secured Creditors with respect to amendments, waivers, consents, and enforcement actions.

NOW, THEREFORE, in consideration of the mutual agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.DEFINITIONS AND INTERPRETATION

1.1Defined Terms

Except as otherwise provided in this Agreement, capitalized terms used in this Agreement shall have the meanings given to them in Appendix I.

1.2Principles of Interpretation

(a)In this Agreement, except to the extent specified to the contrary or where the context otherwise requires:

(i)the table of contents and headings are for convenience only and shall not affect the interpretation of this Agreement;

(ii)references to “Articles”, “Sections”, “Schedules”, “Exhibits”, and “Appendices” are references to articles and sections of, and schedules, exhibits and appendices to, this Agreement;

(iii)references to “assets” include property, revenues, and rights of every description (whether real, personal or mixed and whether tangible or intangible);

(iv)a reference to an “amendment” includes a supplement, replacement, novation, restatement, or re-enactment and “amended” is to be construed accordingly;

(v)references to any Government Rule includes any amendment or modification of such Government Rule, and all regulations, rulings, and other Government Rules promulgated under such Government Rule;

(vii)references to any party hereto or party to any other document or agreement shall include its successors and permitted assigns;

(viii)words importing the singular include the plural and vice versa;

(ix)words importing the masculine include the feminine and vice versa;

(x)the words “include”, “includes”, and “including” are not limiting;

(xi)references to “days” shall mean calendar days, unless the term “Business Days” shall be used;

(xii)references to “months” shall mean calendar months and references to “years” shall mean calendar years; and

(xiii)unless the contrary indication appears, a reference to a time of day is a reference to the time of day in New York, New York.

(b)This Agreement is the result of negotiations among, and has been reviewed by, all parties hereto and their respective counsel. Accordingly, this Agreement shall be deemed to be the product of all parties hereto, and no ambiguity shall be construed in favor of or against any party hereto.

(c)Unless a contrary intention appears, a term used in any notice given under or in connection herewith has the same meaning as in this Agreement.

1.3UCC 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.

1.4HoldCo Secured Creditor Representatives

Each of the agreements and undertakings by a HoldCo Secured Creditor Representative hereunder shall be deemed to have been made by such HoldCo Secured Creditor Representative on its own behalf and on behalf of each HoldCo Secured Creditor represented by such HoldCo Secured Creditor Representative. Each notice to be given by the HoldCo Collateral Agent or the HoldCo Intercreditor Agent to a HoldCo Secured Creditor hereunder shall be deemed effectively given to such HoldCo Secured Creditor if effectively given to the HoldCo Secured Creditor Representative representing such HoldCo Secured Creditor.

2.THE COLLATERAL

2.1Maintenance of Collateral

The HoldCo Borrower hereby agrees to maintain the Collateral for the benefit of the HoldCo Collateral Agent (on behalf of the HoldCo Secured Parties) in accordance with this Agreement and each other HoldCo Collateral Document.

2.2Account Administration

(a)Each of the HoldCo Secured Creditor Representatives (for and on behalf of their respective HoldCo Secured Creditors), the HoldCo Collateral Agent, and the HoldCo Intercreditor Agent hereby authorizes the HoldCo Collateral Agent to enter into the HoldCo Control Agreements and to agree to the indemnities to be provided pursuant to the HoldCo Control Agreements to each HoldCo Account Bank and Related Parties thereof on behalf of the HoldCo Secured Debt Holders.

(b)The HoldCo Collateral Agent shall take such actions under the HoldCo Control Agreements as directed by the HoldCo Secured Parties from time to time, including, without limitation, directions to deliver a “Shifting Control Notice” (as defined in the applicable HoldCo Control Agreement); provided, that, such directions from the HoldCo

Secured Parties shall comply with the applicable HoldCo Financing Documents, including Section 7.3(g).

(c)For the avoidance of doubt, the Distribution Account and proceeds thereof shall not constitute Collateral.

2.3DSR LCs

(a)From time to time, the HoldCo Borrower may deliver, or cause to be delivered, to the HoldCo Collateral Agent in respect of any HoldCo Debt Service Reserve Account one or more DSR LCs pursuant to Section 9.8(b). The HoldCo Collateral Agent shall have no duty or obligation to independently determine if any instrument delivered by the HoldCo Borrower satisfies the requirements set forth in the definition of “DSR LC” or in Section 9.8(b).

(b)The HoldCo Borrower may from time to time direct the HoldCo Collateral Agent to draw upon any DSR LC and deposit the amount so drawn in the applicable HoldCo Debt Service Reserve Account for further application in accordance with Section 9.8(b).

3.THE LIENS

3.1Execution of HoldCo Collateral Documents

Each of the HoldCo Secured Creditor Representatives and the HoldCo Intercreditor Agent hereby authorizes and directs the HoldCo Collateral Agent to execute and deliver each HoldCo Collateral Document and to perform each of the obligations of the HoldCo Collateral Agent set forth in such HoldCo Collateral Document (including the preservation, protection, and sale of the Collateral), in each case contemplated to be in existence on the date hereof or to be entered into after the date hereof. For the avoidance of doubt, each such agreement shall be executed and delivered by the HoldCo Collateral Agent, not in its individual capacity but in its capacity as HoldCo Collateral Agent hereunder.

3.2Acknowledgement of Liens

The parties hereto acknowledge and agree that, pursuant to the HoldCo Collateral Documents, (a) the HoldCo Borrower has granted to the HoldCo Collateral Agent, for the benefit of the HoldCo Secured Parties, a first-priority Lien (subject to Permitted Liens) over the Collateral pursuant to the HoldCo Security Documents (other than the HoldCo Pledge Agreement) to secure the payment and performance of all present and future HoldCo Secured Obligations and (b) the HoldCo Pledgor has granted to the HoldCo Collateral Agent, for the benefit of the HoldCo Secured Parties, a first-priority Lien over the Collateral under the HoldCo Pledge Agreement to secure the payment and performance of all present and future HoldCo Secured Obligations.

3.3Creation, Perfection and Priority of Liens of Personal Property

(a)On the Closing Date, the HoldCo Borrower will cause the following to occur with respect to the personal Property of the HoldCo Borrower (or, as applicable, the HoldCo Pledgor):

(i)(to the extent not already pre-filed in accordance with the UCC) a UCC-1 financing statement shall be appropriately completed and filed in the HoldCo

Borrower’s jurisdiction of formation, which (A) names the HoldCo Borrower as debtor and the HoldCo Collateral Agent as secured party, (B) sufficiently identifies all personal assets of such HoldCo Borrower that are subject to the Lien evidenced thereby (as described in the HoldCo Security Agreement), or identifies “all assets of the HoldCo Borrower” (or another similar description), and (C) is otherwise in form and content compliant with the requirements set forth in the UCC as in effect in such jurisdiction;

(ii)(to the extent not already pre-filed in accordance with the UCC) a UCC-1 financing statement shall be appropriately completed and filed in the HoldCo Pledgor’s jurisdiction of formation which (A) names the HoldCo Pledgor as debtor and the HoldCo Collateral Agent as secured party, (B) identifies the HoldCo Pledgor’s Equity Interests in the HoldCo Borrower and the other Collateral that is subject to the Lien evidenced thereby (as described in the HoldCo Pledge Agreement), and (C) is otherwise in form and content compliant with the requirements set forth in the UCC as in effect in such jurisdiction;

(iii)the HoldCo Borrower will physically deliver to the HoldCo Collateral Agent in accordance with the HoldCo Security Agreement the original certificates evidencing all issued and outstanding Equity Interests in OpCo Pledgor (together with a transfer power and irrevocable proxy, each duly executed in blank);

(iv)the HoldCo Pledgor will physically deliver to the HoldCo Collateral Agent in accordance with the HoldCo Pledge Agreement the original certificates evidencing all issued and outstanding Equity Interests in the HoldCo Borrower (together with a transfer power and irrevocable proxy, each duly executed in blank);

(v)the HoldCo Revenue Account and the BX HoldCo DSRA will be established in compliance with this Agreement and a HoldCo Control Agreement, and the HoldCo Collateral Agent shall have control over the HoldCo Accounts in accordance with a HoldCo Control Agreement;

(vi)each other document required to be filed, registered, notarized, or recorded in order to create and perfect the Liens in respect of the Collateral described in the HoldCo Security Agreement or the HoldCo Pledge Agreement that constitute personal Property will be properly filed, registered, notarized, and/or recorded in each office in each jurisdiction in which such filings, registrations, notarizations and recordations are required, and the HoldCo Borrower will take any other necessary action and action reasonably requested by the HoldCo Collateral Agent (at the direction of the HoldCo Intercreditor Agent) to create and perfect such Liens; and

(vii)the HoldCo Borrower shall pay, or cause to be paid, all necessary filing, notarization, recording, and other fees and all taxes (if any) and other expenses related to such filings, notarizations, registrations, and recordings to the extent due and payable on or before the Closing Date and not paid directly by the HoldCo Collateral Agent or any other HoldCo Secured Party (but without prejudice to any right of reimbursement or indemnity in respect thereof which the

HoldCo Collateral Agent or any such HoldCo Secured Party may have against the HoldCo Borrower).

3.4Delivered Collateral

The HoldCo Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents, representatives or bailees) to the extent that possession or control thereof is taken to perfect, or perfects, a Lien thereon under the UCC as collateral agent and bailee for the relevant HoldCo Secured Parties and any assignee thereof (such bailment being intended, inter alia, to satisfy the requirements of Section 8-301(a)(2) and Section 9-313(c) of the UCC) solely for the purpose of perfecting the Liens granted under the HoldCo Security Documents.

3.5Release of Liens

(a)The HoldCo Collateral Agent will release any Lien of the HoldCo Collateral Agent and consent to the release of any Lien of the HoldCo Collateral Agent:

(i)as ordered pursuant to a final and Non-Appealable order or judgment of a court of competent jurisdiction;

(ii)upon any Asset Sale permitted by and in compliance with this Agreement and each other relevant HoldCo Secured Credit Document and the receipt of written certification by the HoldCo Borrower that such Asset Sale is permitted and in compliance with this Agreement and each other relevant HoldCo Secured Credit Document; provided, that no applicable HoldCo Secured Creditor Representative has notified the HoldCo Collateral Agent that such Asset Sale is prohibited by any HoldCo Secured Credit Document to which it is a party prior to the release date;

(iii)on the Discharge Date (as confirmed to the HoldCo Collateral Agent in writing by the HoldCo Intercreditor Agent); and

(iv)upon the prior written consent of the HoldCo Intercreditor Agent and each HoldCo Secured Debt Holder Representative (acting in accordance with its respective HoldCo Secured Debt Instrument).

(b)The HoldCo Collateral Agent hereby agrees that in the case of any release pursuant to Section 3.5(a)(ii), if the terms of any such Asset Sale require the payment of the purchase price to be contemporaneous with the delivery of the applicable release, then, at the written request and expense of the HoldCo Borrower, the HoldCo Collateral Agent will either (i) be present, and deliver the applicable release, at the closing of such transaction or (ii) deliver reasonably prior to the closing of such transaction the applicable release under customary escrow arrangements that permit such contemporaneous payment and delivery of such release.

(c)Notwithstanding Section 3.5(a)(ii), the Liens created under any HoldCo Security Document shall be released, automatically and without any further action, with respect to any portion of the Collateral that is the subject of an Asset Sale in compliance with the terms and conditions of this Agreement and each HoldCo Secured Credit Document;

provided, that no applicable HoldCo Secured Creditor Representative has notified the HoldCo Collateral Agent that such Asset Sale is prohibited by any HoldCo Secured Credit Document to which it is a party prior to the date of the Asset Sale.

3.6Reinstatement

Until the Discharge Date, to the extent that the HoldCo Collateral Agent (on behalf of the HoldCo Secured Parties) has (a) released any Lien on Collateral and any such Lien is later reinstated (including as a result of the return of Collateral Proceeds in accordance with Section 9.10) or (b) obtained any new Lien on Collateral, then the HoldCo Collateral Agent (for the benefit of the HoldCo Secured Parties) shall be granted a new or reinstated Lien on any such Collateral and each such reinstated Lien or new Lien shall be subject to the provisions of this Agreement.

3.7HoldCo Security Documents; Etc.

The HoldCo Collateral Agent will permit each HoldCo Secured Creditor Representative and the HoldCo Borrower, upon reasonable written notice, to inspect and copy, from time to time and at the cost and expense of the HoldCo Borrower, any and all HoldCo Security Documents and other documents, notices, certificates, instructions, or communications received by the HoldCo Collateral Agent in its capacity as such hereunder and under the other HoldCo Collateral Documents.

3.8Permitted Liens

The HoldCo Borrower shall not create, assume, incur, permit, or suffer to exist any Lien upon the Collateral, whether now owned or hereafter acquired, except for the following (“Permitted Liens”):

(a)Liens in favor, or for the benefit, of the HoldCo Secured Parties created pursuant to the HoldCo Collateral Documents;

(b)Liens arising out of judgments or awards so long as an appeal or proceeding for review is being prosecuted in good faith and for the payment of which adequate cash reserves, bonds or other cash equivalent security have been provided or are fully covered by insurance (other than any customary deductible);

(c)Liens for workers’ compensation awards and similar obligations not then delinquent or whose validity is at the time being contested in good faith;

(d)Liens for taxes not delinquent or being contested in good faith and by appropriate proceedings in relation to which appropriate reserves are maintained and liens for customs duties that have been deferred in accordance with the laws of any applicable jurisdiction;

(e)Permitted Priority Liens;

(f)contractual or statutory rights of set-off (including netting) that could not reasonably be expected to cause a Material Adverse Effect; and

(g)restrictions on transfer under any Government Rules relating to securities.

3.9Further Assurances in Respect of Collateral

The HoldCo Borrower shall promptly perform or cause to be performed any and all acts (including payment of applicable registration or filing fees) and execute or cause to be executed any and all documents (including UCC financing statements and UCC continuation statements):

(a)as are required under the provisions of the UCC or any other Government Rule to maintain in favor of the HoldCo Collateral Agent, for the benefit of the HoldCo Secured Parties, Liens on the Collateral that are duly perfected in accordance with all applicable Government Rules for the purposes of perfecting, preserving and continuing the perfection of the first priority Lien (subject to Permitted Liens) created, or purported to be created, in favor of the HoldCo Collateral Agent and the HoldCo Secured Parties under any HoldCo Security Document;

(b)as are required or reasonably requested for the purposes of ensuring the validity, enforceability and legality of any HoldCo Security Document or other HoldCo Collateral Document, and the rights of the HoldCo Collateral Agent and the HoldCo Secured Parties thereunder;

(c)as are required or reasonably requested by the HoldCo Collateral Agent for the purposes of enabling or facilitating the proper exercise of the rights and powers granted to the HoldCo Collateral Agent and the HoldCo Secured Parties under any HoldCo Security Document and the other HoldCo Collateral Documents;

(d)as are reasonably requested by the HoldCo Collateral Agent (at the direction of the HoldCo Intercreditor Agent) to carry out the intent of, and transactions contemplated by, the HoldCo Security Documents and the other HoldCo Collateral Documents;

(e)otherwise to maintain and preserve the Liens created, or purported to be created, by the HoldCo Security Documents and the priority of such Liens; and

(f)to discharge at the HoldCo Borrower’s cost and expense any Lien (other than Permitted Liens) on the Collateral.

4.THE HOLDCO SECURED OBLIGATIONS

4.1Acknowledgment of HoldCo Secured Obligations

Each of the parties hereto agrees that each of the HoldCo Secured Obligations shall be secured by the Liens on the Collateral on a pari passu basis.

4.2Accession to this Agreement

In order to benefit from the Liens established by the HoldCo Security Documents and the intercreditor provisions with respect to Modifications, Waivers, Consents and Enforcement Actions hereunder, each HoldCo Secured Creditor Representative not originally a party hereto shall be required to deliver a CIA Accession Confirmation.

4.3Notice of this Agreement

The HoldCo Borrower and each HoldCo Secured Creditor Representative, on behalf of the respective HoldCo Secured Creditors it represents, agrees that each HoldCo Security Document (other than the HoldCo Control Agreement, and the associated filings and recordings of any HoldCo Secured Credit Document) shall, at all times prior to the Discharge Date, include language substantively the same as the following:

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the HoldCo Collateral Agent, for the benefit of the HoldCo Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the HoldCo Collateral Agent, for the benefit of the HoldCo Secured Parties, hereunder are subject to the provisions of the Collateral and Intercreditor Agreement, dated as of June 17, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Collateral and Intercreditor Agreement”), among Rio Grande LNG Intermediate HoldCo Borrower, LLC, as the HoldCo Borrower, Wilmington Trust, National Association, as the HoldCo Intercreditor Agent, Wilmington Trust, National Association, as HoldCo Collateral Agent, and each of the other HoldCo Secured Creditor Representatives from time to time parties thereto. In the event of any conflict between the terms of the Collateral and Intercreditor Agreement and this Agreement, the terms of the Collateral and Intercreditor Agreement shall govern and control.”

4.4Payment in Full or Termination of HoldCo Secured Obligations

(a)Upon the payment in full or termination of all HoldCo Secured Debt and other HoldCo Secured Obligations under any HoldCo Secured Debt Instrument (other than HoldCo Secured Obligations thereunder that by their terms survive and with respect to which no claim has been made by the applicable HoldCo Secured Debt Holder) and the expiration or termination of all commitments under such HoldCo Secured Debt Instrument in accordance with the terms thereof and the cancellation and return by the HoldCo Borrower of any outstanding letters of credit issued under such HoldCo Secured Debt Instrument, if applicable, the relevant HoldCo Secured Debt Holder Representative shall give written notice thereof to the HoldCo Collateral Agent and the HoldCo Intercreditor Agent, whereupon, without further action by any Person:

(i)the former HoldCo Secured Debt Holders shall no longer be HoldCo Secured Debt Holders under this Agreement and shall no longer have any rights or obligations under this Agreement, except for those provisions that by their terms expressly survive termination;

(ii)the related HoldCo Secured Debt Instruments shall no longer be HoldCo Secured Debt Instruments or HoldCo Secured Credit Documents under this Agreement; and

(iii)such HoldCo Secured Debt Holder Representative, in such capacity, shall no longer be a HoldCo Secured Debt Holder Representative, HoldCo Secured Creditor Representative, or a Party to this Agreement and shall no longer have any rights or obligations under this Agreement, except for those provisions that by their terms expressly survive termination.

(b)Upon the payment in full or termination of all HoldCo Secured IR Hedge Obligations under each HoldCo Secured IR Hedge Agreement (other than HoldCo Secured IR Hedge Obligations thereunder that by their terms survive and with respect to which no claim has been made by the applicable HoldCo Secured IR Hedge Counterparty), if any, the relevant HoldCo Secured IR Hedge Counterparty shall give written notice thereof to the HoldCo Collateral Agent and the HoldCo Intercreditor Agent, whereupon, without further action by any Person:

(i)the relevant HoldCo Secured IR Hedge Counterparty shall no longer be a HoldCo Secured IR Hedge Counterparty, HoldCo Secured Creditor Representative, or a Party to this Agreement and shall no longer have any rights or obligations under this Agreement, except for those provisions that by their terms expressly survive termination; and

(ii)each related HoldCo Secured IR Hedge Agreement, if any, shall no longer be a HoldCo Secured IR Hedge Agreement or a HoldCo Secured Credit Document under this Agreement.

5.VOTING AND DECISION MAKING

5.1Decision-Making

(a)Each HoldCo Secured Creditor Representative, on behalf of the respective HoldCo Secured Creditors it represents, agrees that no HoldCo Secured Creditor shall, except in accordance with this Agreement:

(i)exercise or enforce any right, remedy, or power under this Agreement or any other HoldCo Secured Credit Document, or give any instruction to the HoldCo Collateral Agent or the HoldCo Intercreditor Agent; or

(ii)grant any Modification of any HoldCo Secured Credit Document or any of the provisions thereof.

(b)Each HoldCo Secured Creditor Representative, on behalf of the respective HoldCo Secured Creditors it represents, agrees that each decision made in accordance with the terms of this Agreement shall be binding upon each HoldCo Secured Creditor, respectively, for purposes of all the HoldCo Secured Credit Documents.

5.2Intercreditor Votes; Each Party’s Entitlement to Vote

(a)Each Person that is a Designated Voting Party for a HoldCo Secured Debt Instrument shall be entitled to vote in each Intercreditor Vote and shall have a total number of votes (expressed in Dollars) equal to:

(i)the aggregate outstanding principal amount of the HoldCo Secured Debt (including any and all amounts previously declared immediately due and payable or otherwise accelerated), plus

(ii)the aggregate principal amount of undrawn HoldCo Secured Debt Commitments (without duplication of amounts counted under clause (i) of this Section 5.2(a)

and not including any and all HoldCo Secured Debt Commitments for which the Availability Period has ended or that have been otherwise previously cancelled or terminated), plus

(iii)the aggregate undrawn stated amount of any outstanding letters of credit (without duplication of amounts counted under clauses (i) or (ii) of this Section 5.2(a)),

in each case, under the HoldCo Secured Debt Instrument for which such HoldCo Secured Debt Holder Representative is the Designated Voting Party.

(b)Nothing in this Agreement shall affect in any way the percentage of votes required under any HoldCo Secured Debt Instrument to authorize or direct the Designated Voting Party under such HoldCo Secured Debt Instrument to vote on, to give any Consent, waiver or instruction, or to take other action which is subject to any Intercreditor Vote under this Agreement.

(c)The HoldCo Secured Debt held by the HoldCo Borrower, the HoldCo Pledgor, the JV Equity Owners, any Affiliate of the HoldCo Borrower, the HoldCo Pledgor, or the JV Equity Owners shall be disregarded for purposes of calculating the total number of votes of a Designated Voting Party pursuant to Section 5.2(a), calculating the number of votes of Designated Voting Parties in the numerator and denominator in calculating percentages pursuant to Section 5.3(a), and all other purposes of any Intercreditor Vote.

(d)HoldCo Secured Debt held by any HoldCo Secured Debt Holder that is a “Defaulting Lender” or similarly designated under any HoldCo Secured Debt Instrument shall (to the extent specified in such HoldCo Secured Debt Instrument) be disregarded for purposes of calculating the total number of votes of a Designated Voting Party pursuant to Section 5.2(a), calculating the number of votes of Designated Voting Parties in the numerator and denominator in calculating percentages pursuant to Section 5.3(a), and all other purposes of any Intercreditor Vote.

(e)If, under the terms of any HoldCo Secured Debt Instrument, the HoldCo Secured Debt Holders (or any HoldCo Secured Debt Holder Representative) outstanding under such HoldCo Secured Debt Instrument do not have the right to vote on, to give any consent, waiver or instruction, or to take other action with respect to the matter which is subject to any Intercreditor Vote, the HoldCo Secured Debt held by such HoldCo Secured Debt Holders shall be disregarded for purposes of calculating the total number of votes of a Designated Voting Party pursuant to Section 5.2(a) on such matter, calculating the number of votes of Designated Voting Parties in the numerator and denominator in calculating percentages pursuant to Section 5.3(a) on such matter, and all other purposes of the Intercreditor Vote on such matters. Notwithstanding the foregoing, if the HoldCo Secured Debt Holder Representative under any HoldCo Secured Debt Instrument is required, under the terms thereof, to vote or to give its consent, waiver, or instruction, or to take any other action on behalf of the HoldCo Secured Debt Holders under such HoldCo Secured Debt Instrument (such HoldCo Secured Debt the “Instructed Debt”) in a manner consistent with the vote, consent, waiver, instruction or other action taken by a specified other HoldCo Secured Debt Holder Representative, the Instructed Debt shall not be disregarded and instead shall be taken into account and calculated accordingly. If the HoldCo Secured Debt Holder Representative under any HoldCo Secured Debt

Instrument is deemed, under the terms thereof, to vote or to give its consent, waiver, or instruction, or to take any other action on behalf of the HoldCo Secured Debt Holders under such HoldCo Secured Debt Instrument (such HoldCo Secured Debt the “Deemed Instructed Debt”), the Deemed Instructed Debt shall not be disregarded and instead shall be taken into account and calculated accordingly and such vote or consent, waiver, or instruction or action on behalf of the HoldCo Secured Debt Holders, as applicable shall be deemed to have occurred hereunder. With respect to each Intercreditor Vote, each HoldCo Secured Debt Holder Representative under any HoldCo Secured Debt Instrument in respect of any Deemed Instructed Debt shall, upon request by the HoldCo Borrower, deliver notice to the HoldCo Intercreditor Agent setting forth any matters in respect of which such HoldCo Secured Debt Holder Representatives shall be deemed to vote or give its consent, waiver, or instruction, or take any other action.

(f)If, under the terms of any HoldCo Secured Credit Document, the HoldCo Intercreditor Agent or any HoldCo Secured Creditor Representative is required to act reasonably or is required to not unreasonably withhold its Consent, then each such Person shall be required to act reasonably or to not unreasonably withhold its Consent, as the case may be, in casting its vote in respect of any such matter.

5.3Casting of Votes

(a)Subject to Sections 5.2(c) through 5.2(e), in calculating the percentage of Designated Voting Parties in any Intercreditor Vote, the total number of votes cast by the Designated Voting Parties in favor of the decision in respect of which the Intercreditor Vote is conducted shall be divided by the total number of votes eligible to be cast by all of the Designated Voting Parties in such Intercreditor Vote. Nothing contained in this Section 5.3 shall preclude any Designated Voting Party from participating in any re-voting or further voting relating to any Intercreditor Vote, other than any such Designated Voting Party that is deemed to have voted in respect of any Deemed Instructed Debt.

(b)Notwithstanding that a HoldCo Secured Debt Instrument may provide for HoldCo Secured Obligations outstanding thereunder to vote or act on a class or series basis, or to provide or record a split vote, each Designated Voting Party for any HoldCo Secured Debt Instrument for any Intercreditor Vote shall cast its respective votes in such Intercreditor Vote as a unanimous block corresponding to all such classes or series based on the vote of the majority of votes cast under such HoldCo Secured Debt Instrument (or other percentage of votes expressly provided in the HoldCo Secured Debt Instrument governing such HoldCo Secured Debt); provided, that, as provided in Section 7.2(a), the requisite holders of the percentage of the HoldCo Secured Debt stated therein may declare Events of Default, cancel outstanding commitments, or accelerate obligations owed to them under the HoldCo Secured Debt and take such other action as provided in Section 7.2(a).

5.4Recordation and Tabulation

The HoldCo Intercreditor Agent shall record the votes of all Designated Voting Parties and tabulate (based on certifications from each applicable HoldCo Secured Debt Holder Representative as to the total HoldCo Secured Obligations under the relevant HoldCo Secured Debt Instrument to be counted for purposes of such vote) the corresponding HoldCo Secured

Obligations and determine whether the requisite votes have been reached on the basis of all HoldCo Secured Obligations held by HoldCo Secured Debt Holders entitled to vote on the relevant matter.

5.5Voting by HoldCo Secured IR Hedge Counterparties

Each HoldCo Secured IR Hedge Counterparty (for itself, each Person on whose behalf it executes this Agreement, and any Person claiming through it), if any, acknowledges and agrees that it shall have no right to take any Enforcement Action or give any Consent in its capacity as a HoldCo Secured Creditor Representative on any matter under this Agreement or any other HoldCo Secured Credit Document, other than (a) with respect to Modifications of the HoldCo Secured IR Hedge Agreements, (b) with respect to Modifications of Article 8 of this Agreement, and (c) in accordance with Section 6.5(d) and Section 8.1.

6.MODIFICATIONS, CONSENTS AND WAIVERS

6.1Modifications, Consents and Waivers of and under HoldCo Secured Debt Instruments

(a)Each HoldCo Secured Debt Holder, at any time and from time to time, without any Consent of, or notice to, any other HoldCo Secured Party and without impairing or releasing the obligations of any Person under this Agreement, may make any Modification of or provide any Consent under or Waive any provision of any HoldCo Secured Debt Instrument to which such HoldCo Secured Debt Holder is a party, subject to its respective HoldCo Secured Debt Instrument.

6.2Modifications, Consents and Waivers of and under HoldCo Secured IR Hedge Agreements

(a)Each HoldCo Secured IR Hedge Counterparty, if any, at any time and from time to time, without any Consent of, or notice to, any other HoldCo Secured Party, and without impairing or releasing the obligations of any Person under this Agreement, may make any Modification of or provide any Consent under or Waive any provision of any HoldCo Secured IR Hedge Agreement to which such HoldCo Secured IR Hedge Counterparty is a party, subject to the provisions of its respective HoldCo Secured IR Hedge Agreement and this Agreement.

6.3Modifications, Consents and Waivers of and under HoldCo Collateral Documents

(a)No Modification of or Consent under or Waiver of any provision of this Agreement or any other HoldCo Collateral Document (other than Administrative Decisions) may be made or provided by any HoldCo Secured Party unless such Modification or Consent is approved (or deemed approved) by each HoldCo Secured Debt Holder Representative (determined in accordance with the manner in which such approval is determined under the respective HoldCo Secured Debt Instrument).

(b)If, at any time, a Consent to a Modification of any HoldCo Collateral Document or a Consent under or a Waiver of any HoldCo Collateral Document is proposed, then the HoldCo Intercreditor Agent shall promptly notify the HoldCo Borrower and each HoldCo Secured Debt Holder Representative (who shall promptly notify the HoldCo Secured Debt Holders, as applicable) of the matter in question specifying: (i) the nature of the Modification, Consent or Waiver that is at issue (which shall be conspicuously stated); and (ii) the date by which the approval must be received.

(c)Any Modification of a provision of any HoldCo Collateral Document made in accordance with the terms of this Agreement and such HoldCo Collateral Document, and that is incorporated by reference into a HoldCo Secured Debt Instrument or any HoldCo Secured IR Hedge Agreement, shall also be deemed to modify such HoldCo Secured Debt Instrument or such HoldCo Secured IR Hedge Agreement(s), as applicable, mutatis mutandis, without the Consent of the relevant HoldCo Secured Creditor Representative or the HoldCo Secured Creditors party to such instrument, as applicable (subject to Section 6.5 and, with respect to the HoldCo Collateral Agent, to Article 10 and, with respect to the HoldCo Intercreditor Agent, to Article 11).

6.4Administrative Decisions

(a)The HoldCo Intercreditor Agent and the HoldCo Collateral Agent (acting at the direction of the HoldCo Intercreditor Agent) may (without taking any Intercreditor Vote and without obtaining the Consent of the BX HoldCo Administrative Agent, any Designated Voting Party or any other HoldCo Secured Party) Consent to or take (and may, as applicable, authorize the HoldCo Account Bank to Consent to or take) any Administrative Decision under this Agreement or any other HoldCo Collateral Document.

6.5Effect of Modification on other HoldCo Secured Parties

(a)No Modification shall be made to any HoldCo Secured Credit Document by any party that adversely affects the right or duties of, any fees or other amounts payable to, or any other provisions expressly for the benefit of, the HoldCo Intercreditor Agent, in its capacity as such, without the written consent of the HoldCo Intercreditor Agent.

(b)No Modification shall be made to any HoldCo Secured Credit Document by any party that adversely affects the right or duties of, any fees or other amounts payable to, or any other provisions expressly for the benefit of, the HoldCo Collateral Agent, in its capacity as such, without the written consent of the HoldCo Collateral Agent.

(c)No Modification shall be made to any HoldCo Secured Debt Instrument that adversely affects the rights or duties of, any fees or other amounts payable to, or any other provisions expressly for the benefit of, the HoldCo Secured Debt Holder Representative, in its capacity as such, without the written consent of the HoldCo Secured Debt Holder Representative.

(d)No Modification shall be made to any HoldCo Collateral Document in a manner that would (i) impact the rights of any HoldCo Secured IR Hedge Counterparty, if any, in a manner materially and adversely different from the impact on any other HoldCo Secured Party, without the written consent of such HoldCo Secured IR Hedge Counterparty, (ii) exclude any HoldCo Secured IR Hedge Counterparty, if any, from being a HoldCo Secured Creditor, (iii) exclude the obligations owing by the HoldCo Borrower under any HoldCo Secured IR Hedge Agreement, if any, to any HoldCo Secured IR Hedge Counterparty from being HoldCo Secured Obligations, or (iv) have the effect of amending this Section 6.5(d).

6.6Provision of Information; Meetings

(a)Each HoldCo Secured Creditor Representative, on behalf of its applicable HoldCo Secured Creditors, agrees that it will, from time to time (as it deems reasonably necessary or appropriate in its sole judgment), consult with the other HoldCo Secured Parties with respect to the HoldCo Secured Credit Documents, the HoldCo Security Interests, and the affairs of the HoldCo Borrower and the P1 Project in general.

(b)Each HoldCo Secured Debt Holder Representative shall use reasonable efforts promptly to make available to each other HoldCo Secured Debt Holder Representative (who shall, in turn, give prompt notice thereof to the HoldCo Secured Debt Holders under its HoldCo Secured Debt Instrument), the HoldCo Collateral Agent and the HoldCo Intercreditor Agent, any material information received by it regarding the occurrence of any Default or Event of Default or other event requiring joint action; provided, that this Section 6.6(b) shall not require any HoldCo Secured Debt Holder Representative to make available to any other Person:

(i)information subject to confidentiality restrictions or governmental or security clearance requirements prohibiting such disclosure;

(ii)analyses, data or reports prepared solely for the internal use of such HoldCo Secured Debt Holder Representative or for the use of its HoldCo Secured Debt Holders;

(iii)information that is subject to the attorney-client privilege; or

(iv)information supplied by another HoldCo Secured Debt Holder Representative.

(c)No HoldCo Secured Debt Holder Representative shall have any liability for any failure to make available to any other party such information required in accordance with Section 6.6(b) or for any inaccuracy or incompleteness of any such information made available in good faith.

(d)Each HoldCo Secured Debt Holder Representative agrees that it shall, from time to time, provide such information to the HoldCo Intercreditor Agent, the HoldCo Collateral Agent, and the other HoldCo Secured Debt Holder Representatives as may be necessary to enable the HoldCo Intercreditor Agent, the HoldCo Collateral Agent, or such other HoldCo Secured Debt Holder Representatives to make any calculation required under the HoldCo Secured Credit Documents.

(e)The HoldCo Secured Creditor Representatives shall provide copies of any Modifications to the HoldCo Secured Credit Documents to the HoldCo Intercreditor Agent and the HoldCo Collateral Agent.

7.DEFAULTS AND REMEDIES

7.1Notice of Defaults

Promptly after any HoldCo Secured Creditor Representative obtains written notice or actual knowledge of the occurrence of any Default or Event of Default under any HoldCo Secured

Credit Document to which it is a party or that any Default or Event of Default under any HoldCo Secured Credit Document to which it is a party has ceased to exist or has been Waived or rescinded, such HoldCo Secured Creditor Representative shall notify the HoldCo Intercreditor Agent in writing thereof (such notice, a “Notice of Default”), and the HoldCo Intercreditor Agent shall provide a copy of such Notice of Default to the HoldCo Borrower and each HoldCo Secured Creditor Representative. Each such Notice of Default shall specifically refer to this Section 7.1 and shall describe such Default or Event of Default in reasonable detail (including the date of occurrence (or termination, Waiver or rescinding) of the same). The HoldCo Intercreditor Agent shall promptly inform each HoldCo Secured Creditor Representative and the HoldCo Collateral Agent of any Notice of Default received by it. Each HoldCo Secured Creditor Representative shall promptly inform its HoldCo Secured Creditors of any Notice of Default received by it.

7.2Action by Individual HoldCo Secured Debt Holders

(a)Each HoldCo Secured Debt Holder shall be permitted, subject to and in accordance with the terms and provisions of its applicable HoldCo Secured Debt Instrument, and without Consent or other action on the part of any other HoldCo Secured Debt Holders or the HoldCo Intercreditor Agent, to take or exercise any Permitted Remedies under its HoldCo Secured Debt Instrument. Promptly after taking any such action, the HoldCo Secured Debt Holder Representative for such HoldCo Secured Debt Holders shall deliver written notice thereof to the HoldCo Intercreditor Agent, who shall provide such notice to the HoldCo Collateral Agent and to each HoldCo Secured Creditor Representative (which shall provide such notice to its HoldCo Secured Creditors).

(b)Only the HoldCo Collateral Agent, as directed in accordance with Section 7.3, shall be entitled to take any Enforcement Action or otherwise exercise remedies (other than Permitted Remedies) under the HoldCo Secured Credit Documents, or otherwise, with respect to an Event of Default, and such exercise of remedies by the HoldCo Collateral Agent shall be limited to those set forth in the Remedies Initiation Notice or as otherwise directed by an applicable vote or Consent of the Designated Voting Parties; provided, that the HoldCo Collateral Agent shall not be obligated to take any Enforcement Action that it reasonably determines is in conflict with any Government Rule or any HoldCo Secured Credit Document.

7.3Election to Pursue Remedies

(a)At any time after the occurrence and during the continuance of an Event of Default, any Designated Voting Party or the relevant Designated Voting Party (in the case of an Event of Default solely under such Designated Voting Party’s HoldCo Secured Debt Instrument) may deliver notice (such notice, a “Remedies Initiation Notice”) to the HoldCo Intercreditor Agent that (i) describes the Event of Default with respect to which such Designated Voting Party is seeking to pursue remedies, (ii) specifies the various remedies (the “Proposed Remedies”) that such Designated Voting Party wishes the HoldCo Intercreditor Agent to direct the HoldCo Collateral Agent to exercise, and (iii) specifies the date on which such Designated Voting Party wishes the HoldCo Collateral Agent to commence such Proposed Remedies. Upon receipt of any Remedies Initiation Notice, the HoldCo Intercreditor Agent shall promptly provide a copy of such Remedies Initiation Notice to the HoldCo Collateral Agent, each Designated Voting Party and each HoldCo Secured Creditor Representative (each of which shall promptly

provide copies of any such Remedies Initiation Notice to its HoldCo Secured Creditors) and specify a date (the “Remedies Commencement Date”) on which the HoldCo Intercreditor Agent will direct the HoldCo Collateral Agent to commence the exercise of the Proposed Remedies if the HoldCo Intercreditor Agent is so directed by Designated Voting Parties constituting the Initiating Percentage. Such Remedies Commencement Date shall be the later of (x) thirty days (or, with respect to Events of Default which have a cure period of sixty days or more, fifteen days) after the date of issuance of the Remedies Initiation Notice and (y) the date specified in the Remedies Initiation Notice; provided, that such Remedies Commencement Date shall be the date specified in the Remedies Initiation Notice if (1) only a single class of HoldCo Secured Debt is outstanding or (2) the Designated Voting Party who issued the Remedies Initiation Notice represents 100% of the Total Votes. The provisions of this Section 7.3(a) are solely for the benefit of the HoldCo Secured Parties and neither the HoldCo Borrower nor any other Person shall have any right nor interest as a beneficiary of this Section 7.3(a).

(b)If the relevant Remedies Initiation Notice was executed by Designated Voting Parties constituting the Initiating Percentage in respect of such Event of Default (determined as at the date of delivery of the Remedies Initiation Notice), the remedies specified in such Remedies Initiation Notice shall be commenced without further action on behalf of the Designated Voting Parties in accordance with Section 7.4, unless all Events of Default that are the subject of such Remedies Initiation Notice have been previously cured or waived (by Modification of the provisions giving rise to such Event of Default in accordance with the terms of Article 6) and such waiver or cure has been promptly notified in writing to each of the HoldCo Intercreditor Agent and the HoldCo Collateral Agent.

(c)If the Remedies Initiation Notice was not given by Designated Voting Parties constituting the Initiating Percentage calculated at such time, the HoldCo Intercreditor Agent shall request instructions from the Designated Voting Parties in accordance with Section 7.3(a) as to whether the HoldCo Intercreditor Agent should direct the HoldCo Collateral Agent to exercise (i) the Proposed Remedies, (ii) other remedies, or (iii) no remedies; provided, that no action will be taken other than in accordance with a Remedies Initiation Notice (or other instruction under Section 7.3(a)) executed by the Designated Voting Parties constituting the Initiating Percentage calculated at such time and otherwise in accordance with this Agreement. In the event that more than one Designated Voting Party delivers a Remedies Initiation Notice (or other instruction under Section 7.3(a)) that is executed by Designated Voting Parties constituting the Initiating Percentage calculated at such time, the notice from the group representing the greater number of votes as determined pursuant to Section 5.2 (and, if equal, whichever Designated Voting Parties first submitted its Remedies Initiation Notice or such other instruction under Section 7.3(a)) shall control unless the HoldCo Collateral Agent has already commenced action called for by another Remedies Initiation Notice having an earlier effective date.

(d)If Designated Voting Parties constituting the applicable Initiating Percentage direct the HoldCo Intercreditor Agent to direct the HoldCo Collateral Agent to exercise remedies (which direction may include an instruction to exercise the Proposed Remedies or an instruction to exercise other remedies), the HoldCo Intercreditor Agent shall instruct the HoldCo Collateral Agent to exercise any such remedies in accordance with Section 7.4 (with a copy of such instruction to be provided by the HoldCo Intercreditor Agent to each

HoldCo Secured Creditor Representative), unless all Events of Default that are the subject of such Remedies Initiation Notice have been previously cured or waived (by Modification of the provisions giving rise to such Events of Default in accordance with the terms of Article 6) and such waiver or cure has been promptly notified in writing to each of the HoldCo Intercreditor Agent and the HoldCo Collateral Agent. Notwithstanding the foregoing if the Designated Voting Parties constituting the applicable Initiating Percentage direct the HoldCo Intercreditor Agent to direct the HoldCo Collateral Agent not to exercise remedies, then no remedies shall be exercised at that time under this Article 7.

(e)The HoldCo Collateral Agent shall keep the HoldCo Intercreditor Agent informed of the actions the HoldCo Collateral Agent has taken with respect to any exercise of remedies hereunder. At the end of each month after remedies have been exercised (until such remedies have been concluded or rescinded), the HoldCo Intercreditor Agent shall inform each Designated Voting Party and each HoldCo Secured IR Hedge Counterparty of the action, if any, taken by the HoldCo Collateral Agent with respect to the Remedies Initiation Notice or other remedies instruction under this Section 7.3. Each Designated Voting Party shall promptly inform its HoldCo Secured Debt Holders of the action, if any, taken by the HoldCo Collateral Agent with respect to the Remedies Initiation Notice.

(f)Notwithstanding the foregoing: (i) upon the occurrence of any Payment Event of Default, any Designated Voting Party that (A) is party to the HoldCo Secured Credit Document under which such Event of Default arises and (B) represents the Initiating Percentage of the HoldCo Secured Debt shall be entitled to immediately deliver a Remedies Initiation Notice directing the HoldCo Intercreditor Agent to instruct the HoldCo Collateral Agent to exercise immediately the remedies requested in such Remedies Initiation Notice, including enforcing the HoldCo Security Interest; and (ii) upon the occurrence of any Bankruptcy Event of Default, any Designated Voting Party or Designated Voting Parties representing the Initiating Percentage of the HoldCo Secured Debt shall be entitled to immediately direct the HoldCo Collateral Agent to immediately take such action as is necessary to obtain relief from the automatic stay provisions under Bankruptcy Code or otherwise protect the position of the HoldCo Secured Parties in any proceeding under the Bankruptcy Code.

(g)Notwithstanding anything to the contrary in this Agreement, upon delivery of a Remedies Initiation Notice (or other written instruction under this Section 7.3) executed by Designated Voting Parties constituting the Initiating Percentage, the HoldCo Intercreditor Agent shall instruct the HoldCo Collateral Agent to deliver a “Shifting Control Notice” (or any equivalent term, as defined in the applicable HoldCo Control Agreement) to the HoldCo Accounts Bank, without the need for any other presentment, demand, protest, declaration or notice or any further act by any Person (which presentment, demand, protest, declaration or notice will, for the purposes of all of the HoldCo Secured

Credit Documents be deemed to be given); provided, that without such instructions the HoldCo Collateral Agent may exercise such rights as an Administrative Decision.

(h)Nothing in this Section 7.3 shall be construed to restrict the right of any HoldCo Secured Party to elect at any time:

(i)to Consent to any Modification of the HoldCo Secured Credit Documents in accordance with Article 6 that could have the effect of waiving or rescinding an Event of Default;

(ii)in the case of any Designated Voting Party, to withdraw, by notice to the HoldCo Intercreditor Agent, a Remedies Initiation Notice delivered by it pursuant to Section 7.3(a) prior to the commencement of any Proposed Remedies, and if withdrawn, the HoldCo Intercreditor Agent shall promptly inform the HoldCo Collateral Agent and each other Designated Voting Party (each of which shall promptly inform its HoldCo Secured Debt Holders) and HoldCo Secured IR Hedge Counterparty, of any such withdrawal, and from the date of such withdrawal notice, the applicable Remedies Initiation Notice delivered pursuant to Section 7.3(a) shall have no effect; and

(iii)to vote in favor of any proposed exercise of any Proposed Remedies or Enforcement Action, whether or not such HoldCo Secured Party may have voted against the proposed exercise of such Proposed Remedies or Enforcement Action, or against any other proposed exercise of Proposed Remedies or Enforcement Action, in any previous vote.

(i)The HoldCo Intercreditor Agent shall promptly inform each HoldCo Secured Creditor Representative and the HoldCo Collateral Agent (with a copy to the HoldCo Borrower) of any revocation or withdrawal of any Notice of Default or any Remedies Initiation Notice.

(j)The HoldCo Collateral Agent shall have no liability for any failure or delay in initiating or taking any Enforcement Action as a result of a failure or delay on the part of the HoldCo Intercreditor Agent or the Required HoldCo Secured Parties to provide timely instructions, directions, or the indemnification required under Section 10.11. In no event shall the HoldCo Collateral Agent be required to take any Enforcement Action prior to the receipt of a Remedies Initiation Notice and such indemnification as it may require under Section 10.11.

7.4Exercise of Remedies

(a)If the Designated Voting Parties representing the Initiating Percentage pursuant to Section 7.3 elect to exercise remedies, then, subject to Section 7.4(b), the HoldCo Intercreditor Agent shall follow the written instruction regarding the exercise of remedies delivered by the applicable Designated Voting Party or Designated Voting Parties pursuant to the Remedies Initiation Notice or pursuant to an Intercreditor Vote (the “Remedies Instruction”). Each Remedies Instruction shall specify the particular action that the Designated Voting Parties propose to cause the HoldCo Intercreditor Agent to direct the HoldCo Collateral Agent to take, and the proposed date for such particular action.

(b)Each Remedies Instruction shall, except as otherwise provided in this Agreement, be effective on the date set out in such notice. In the event that more than one Designated Voting Party delivers a Remedies Instruction, the Remedies Instruction from the Designated Voting Party or Designated Voting Parties representing the greatest total number of votes (calculated in accordance with Section 5.2) shall control (and, if equal, whichever Designated Voting Party or Designated Voting Parties first submitted its Remedies Instruction) unless the HoldCo Intercreditor Agent or HoldCo Collateral Agent has already commenced action called for by another Remedies Instruction having an earlier effective date.

(c)If directed pursuant to a Remedies Instruction, the HoldCo Intercreditor Agent shall promptly instruct the HoldCo Collateral Agent to exercise the remedies provided therein and to enforce its rights pursuant to the HoldCo Security Documents, to realize upon the Collateral, to take Enforcement Action or, in the case of a proceeding against the HoldCo Borrower under applicable laws relating to Bankruptcy, to seek to enforce the claims of the HoldCo Secured Parties thereunder.

7.5Liability

Any Person or group of Persons making any decision or taking any action in accordance with Article 6 or this Article 7 shall have no liability on account of its acts or omissions in such capacity, absent its gross negligence or willful misconduct on its part or the part of its agents (as determined by a final and Non-Appealable judgment of a court of competent jurisdiction).

7.6HoldCo Secured IR Hedge Counterparties

The HoldCo Secured IR Hedge Counterparties, if any, are not entitled to issue any Remedies Initiation Notice or Remedies Instruction or, other than to the extent set forth in Section 5.2, to provide their Consent in respect of a Modification or on whether and when the HoldCo Secured Parties may exercise remedies or give other instructions with respect to any Enforcement Action or other remedies. Except as set out in the prior sentence, the HoldCo Secured IR Hedge Counterparties, if any, shall have all of the same rights, privileges, and duties of other HoldCo Secured Parties in respect of the HoldCo Security Interest, including the sharing of proceeds upon an enforcement in accordance with Section 9.6.

7.7Cessation of an Event of Default

Any Designated Voting Party that has instructed the HoldCo Intercreditor Agent to direct the HoldCo Collateral Agent to pursue remedies pursuant to a Remedies Instruction or other direction in connection with any Enforcement Action shall promptly notify the HoldCo Intercreditor Agent (who shall in turn promptly notify the HoldCo Collateral Agent and each other HoldCo Secured Creditor Representative) upon obtaining actual knowledge of the cessation of the Event of Default to which such Remedies Instruction or such other direction in connection with such Enforcement Action is related.

8.AGREEMENT OF HOLDCO SECURED IR HEDGE COUNTERPARTIES

8.1Undertakings of HoldCo Secured IR Hedge Counterparties

(a)Each HoldCo Secured IR Hedge Counterparty, if any, agrees that, until the Discharge Date, or except with the prior approval of the HoldCo Intercreditor Agent, no HoldCo Secured IR Hedge Counterparty shall have the right to:

(i)terminate or close out any HoldCo Secured IR Hedge Obligations unless (A) (1) a Hedging Default exists and (2) such terminating HoldCo Secured IR Hedge Counterparty has complied with the provisions of Section 8.1(b) or (B) such termination is permitted pursuant to the optional or mandatory termination provisions set forth in its HoldCo Secured IR Hedge Agreement; provided, that no automatic early termination shall be permissible other than in accordance with Section 8.3(b); or

(ii)demand or receive payment, prepayment or repayment of, or any distribution in respect of, or on account of, any liability of the HoldCo Borrower under any HoldCo Secured IR Hedge Agreement (other than scheduled payments under that HoldCo Secured IR Hedge Agreement or payments made to terminate or close out any HoldCo Secured IR Hedge Agreements as provided in clause (i) above pursuant to (without duplication) Section 9.8(a), and amounts received from or through any HoldCo Secured IR Hedge Agreement or the HoldCo Collateral Agent pursuant to the HoldCo Secured Credit Documents) to which such HoldCo Secured IR Hedge Counterparty is party.

(b)Upon becoming aware of a Hedging Default, the affected HoldCo Secured IR Hedge Counterparty, if any shall as soon as reasonably practicable, send to the HoldCo Collateral Agent and the HoldCo Intercreditor Agent a notice stating that a Hedging Default has occurred and describing such Hedging Default and the HoldCo Intercreditor Agent shall promptly give notice thereof to each HoldCo Secured Debt Holder Representative. Such affected HoldCo Secured IR Hedge Counterparty may satisfy its notification obligation set forth herein by contemporaneously sending to the HoldCo Collateral Agent and the HoldCo Intercreditor Agent a copy of the notice that such HoldCo Secured IR Hedge Counterparty sends to the HoldCo Borrower pursuant to the HoldCo Secured IR Hedge Agreement to which it is a party.

8.2Restriction on Commencement of Proceedings

(a)Without limiting Section 8.1, each HoldCo Secured IR Hedge Counterparty, if any, agrees that, until the Discharge Date or except with the prior approval of the HoldCo Intercreditor Agent, no HoldCo Secured IR Hedge Counterparty nor any Person on its behalf or appointed by it will sue for or institute legal proceedings to recover all or any part of the HoldCo Secured IR Hedge Obligations nor petition or apply for or vote in favor of any resolution for the reorganization, Bankruptcy, winding-up, dissolution, administration of, or a voluntary arrangement in relation to, the HoldCo Borrower; provided, that nothing in this Section 8.2 shall prohibit (i) any legal proceedings commenced after the HoldCo Collateral Agent has (A) completed Enforcement Action and (B) received proceeds resulting from the disposition of any Collateral in accordance

with the HoldCo Security Interest of the applicable HoldCo Security Document, distributions from the HoldCo Borrower, or any trustee, administrator, liquidator, receiver or other representative of the estate of the HoldCo Borrower (in Bankruptcy or otherwise) or other payments of any kind in respect of the HoldCo Secured IR Hedge Obligations, if any, or (ii) any filing or voting of claims in any pending legal proceeding (in Bankruptcy or otherwise) for the reorganization, Bankruptcy, winding-up, dissolution, administration of, or a voluntary arrangement in relation to, the HoldCo Borrower, in each case to recover the portion of such proceeds, distributions or payments which any such HoldCo Secured IR Hedge Counterparty is entitled to receive under Section 9.6.

(b)Notwithstanding any other provision of this Article 8, each HoldCo Secured IR Hedge Counterparty, if any, shall have the right to join in the commencement of a proceeding of the type described above if any HoldCo Secured Party has commenced or joined in the commencement of such a proceeding; provided, that no such HoldCo Secured IR Hedge Counterparty shall have the right to vote in connection with any such proceeding.

8.3Termination and Exercise of Rights

Without limiting Section 8.1, each HoldCo Secured IR Hedge Counterparty, if any:

(a)if so instructed by the HoldCo Intercreditor Agent and only to the extent a Hedging Default has occurred with respect to the HoldCo Borrower under any HoldCo Secured IR Hedge Agreement to which it is a party, such HoldCo Secured IR Hedge Counterparty shall exercise any right of termination under any HoldCo Secured IR Hedge Agreement to which it is a party based on such instructions; and

(b)shall ensure that no HoldCo Secured IR Hedge Agreement (other than HoldCo Secured IR DCH Confirmations) to which it is a party contains provisions for automatic termination other than (i) on the stated maturity thereof or (ii) an automatic early termination related to an insolvency or bankruptcy to the extent needed to accommodate netting.

8.4No Other Remedies

(a)Each HoldCo Secured IR Hedge Counterparty, if any, agrees that, until the Discharge Date, it will not exercise any remedies under any HoldCo Secured IR Hedge Agreement except as permitted in Section 8.1, Section 8.2, and Section 8.3.

(b)If any HoldCo Secured IR Hedge Counterparty, if any, in violation of the provisions of this Agreement, commences, prosecutes or participates in any suit, action, case, or proceeding against the HoldCo Borrower, then the HoldCo Borrower, any HoldCo Secured Debt Holder Representative, the HoldCo Collateral Agent (as directed by the HoldCo Intercreditor Agent) or the HoldCo Intercreditor Agent may intervene and interpose as a defense or plea the provisions of this Agreement.

9.APPLICATION OF SPECIFIED MANDATORY PREPAYMENT PROCEEDS AND COLLATERAL PROCEEDS

9.1Generally

(a)The HoldCo Borrower, each HoldCo Secured Creditor Representative (on behalf of the respective HoldCo Secured Creditors it represents), and each other HoldCo Secured Party party hereto hereby agree that all Specified Mandatory Prepayment Proceeds shall be applied in strict accordance with this Agreement.

(b)All Specified Mandatory Prepayment Proceeds required to be deposited in the HoldCo Revenue Account prior to the initiation of an Enforcement Action in accordance herewith shall be applied in accordance with this Article 9.

(c)All Specified Mandatory Prepayment Proceeds received after the initiation of an Enforcement Action in accordance herewith shall be applied in accordance with Section 9.6.

(d)If the HoldCo Borrower or any HoldCo Secured Party shall receive any Specified Mandatory Prepayment Proceeds other than in accordance with this Section 9.1, then the HoldCo Borrower or such HoldCo Secured Party shall (whether or not a Bankruptcy has occurred) segregate such Specified Mandatory Prepayment Proceeds and promptly deliver the same to the HoldCo Collateral Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, in each case for application in accordance with this Section 9.1. The HoldCo Collateral Agent is hereby authorized to make any such endorsements as agent for any such HoldCo Secured Parties. This authorization is coupled with an interest and is irrevocable until the Discharge Date.

(e)Should any HoldCo Secured Party (a “Breaching Party”), contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, the other HoldCo Secured Parties (as applicable, the “Non-Breaching Parties”) may obtain relief against such action by such Breaching Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each HoldCo Secured Party that (i) the Non-Breaching Parties’ damages from the actions of a Breaching Party may at that time be difficult to ascertain and may be irreparable and (ii) each HoldCo Secured Party waives (to the fullest extent permitted by applicable Government Rules) any defense that the Non-Breaching Parties cannot demonstrate damage or be made whole by the awarding of damages.

9.2Loss Proceeds

Prior to the initiation of an Enforcement Action, Loss Proceeds to the extent actually received by the HoldCo Borrower from the OpCo Borrower or any Project Financing Entity (other than any

such Loss Proceeds that are the proceeds of Project Extraordinary Distributions) shall be deposited in the HoldCo Revenue Account and shall be applied in accordance with Section 9.5.

9.3Asset Sale Proceeds

Prior to the initiation of an Enforcement Action, Asset Sale Proceeds to the extent actually received by the HoldCo Borrower from the OpCo Borrower or any Project Financing Entity shall be deposited in the HoldCo Revenue Account and shall be applied in accordance with Section 9.5.

9.4Performance Liquidated Damages

Prior to the initiation of an Enforcement Action, Performance Liquidated Damages to the extent actually received by the HoldCo Borrower from the OpCo Borrower or any Project Financing Entity (other than any such Performance Liquidated Damages that are the proceeds of Project Extraordinary Distributions) shall be deposited in the HoldCo Revenue Account and shall be applied in accordance with Section 9.5.

9.5Application of Specified Mandatory Prepayment Proceeds to the HoldCo Secured Obligations Prior to an Enforcement Action

(a)The HoldCo Borrower shall ensure that Specified Mandatory Prepayment Proceeds that are required pursuant to one or more HoldCo Secured Debt Instruments to be applied to the HoldCo Secured Obligations prior to the initiation of an Enforcement Action in accordance herewith shall, subject to the right of the HoldCo Borrower to reserve any prepayment of the HoldCo Secured Obligations in the HoldCo Revenue Account in accordance with this Agreement, be applied as follows:

(i)first, on a pro rata basis to the relevant HoldCo Secured Debt Holder Representatives for payment of (A) accrued but unpaid interest and fees on the HoldCo Secured Debt to be prepaid with such Specified Mandatory Prepayment Proceeds (and excluding any make whole amount or other premium required to be paid under the terms of the applicable HoldCo Secured Debt Instrument) and (B) any additional amounts required to be paid due to Breakage Costs in connection with such prepayment under each HoldCo Secured Debt Instrument;

(ii)second, on a pro rata basis (A) to the relevant HoldCo Secured Debt Holder Representatives, for the prepayment of principal (including any make whole amount or other premium required to be paid under the terms of the applicable HoldCo Secured Debt Instrument) constituting HoldCo Secured Debt and the cash collateralization of all letters of credit provided by any HoldCo Secured Party in accordance with the relevant HoldCo Secured Credit Documents, in an amount equal to the Mandatory Prepayment Portion of such Specified Mandatory Prepayment Proceeds and (B) (1) to pay to the HoldCo Secured IR Hedge Counterparties to the HoldCo Secured IR Hedge Agreements the HoldCo IR Hedge Termination Amounts payable in respect of such HoldCo Secured IR Hedge Agreements terminated in accordance with Section 9.5(c) in connection with any prepayment or (2) to reserve an amount equal to 110% of the HoldCo IR Hedge Termination Amounts reasonably projected as of such date of prepayment to be payable by the HoldCo Borrower in connection with any such

prepayment with respect to HoldCo Secured IR Hedge Agreements, terminated in accordance with Section 9.5(c); provided, that any amounts not actually applied to the repayment of the HoldCo Secured IR Hedge Agreements in accordance with this clause (2) shall be applied to prepayment of the HoldCo Secured Debt in accordance with the HoldCo Secured Credit Documents; and

(iii)third, the remainder of such Specified Mandatory Prepayment Proceeds after paying all amounts in paragraphs (i) and (ii) above, if any, shall be retained in the HoldCo Revenue Account;

(iv)in each case, on or prior to the date required by the relevant HoldCo Secured Debt Instrument or, if no such date is specified, then promptly after receipt of such Specified Mandatory Prepayment Proceeds by the HoldCo Borrower.

(b)If this Section 9.5 applies, then the HoldCo Borrower shall direct the application of the relevant Specified Mandatory Prepayment Proceeds in accordance with this Section 9.5 and each relevant HoldCo Secured Credit Document.

(c)If Specified Mandatory Prepayment Proceeds are applied to mandatory prepayment of the HoldCo Secured Debt in accordance with the provisions of Section 9.5(a) and such mandatory prepayment would result in the aggregate notional amounts (after giving effect to any Offsetting Transactions) under the HoldCo Secured IR Hedge Transactions exceeding the amounts permitted pursuant to any HoldCo Secured Debt Instrument, the HoldCo Borrower (i) shall, within the time periods permitted pursuant to each HoldCo Secured Debt Instrument, terminate or, to the extent permitted by the applicable HoldCo Secured IR Hedge Agreements, transfer or novate, a portion of the HoldCo Secured IR Hedge Transactions such that the aggregate notional amount (after giving effect to any Offsetting Transactions) of the HoldCo Secured IR Hedge Transactions does not exceed the maximum hedging requirements of the hedging requirements of any HoldCo Secured Debt Instrument and (ii) may, within the time periods permitted pursuant to each HoldCo Secured Debt Instrument, terminate or, to the extent permitted by the applicable HoldCo Secured IR Hedge Agreements, transfer or novate, a portion of the HoldCo Secured IR Hedge Transactions such that the aggregate notional amount (after giving effect to any Offsetting Transactions) of the HoldCo Secured IR Hedge Transactions across all HoldCo Secured IR Hedge Counterparties is not less than the minimum hedging requirements of the HoldCo Borrower pursuant to the hedging requirements of any HoldCo Secured Debt Instrument.

9.6Application of Collateral Proceeds to the HoldCo Secured Obligations Following an Enforcement Action

Regardless of whether any Bankruptcy has been commenced by or against the HoldCo Borrower (but subject to the requirements of applicable Government Rule), following an Enforcement Action, any money collected or to be applied by the HoldCo Collateral Agent pursuant to this Agreement and the other HoldCo Collateral Documents as Collateral Proceeds (other than monies for its own account) shall be applied as follows:

(a)first, to the payment of any fees, costs, charges, expenses or disbursements of any kind incurred or expended by the HoldCo Collateral Agent, and the HoldCo Intercreditor

Agent relating to or arising out of any Enforcement Action or the enforcement of any of the terms of this Agreement or the other HoldCo Secured Credit Documents;

(b)second, pro rata to the payment of any fees, costs, charges, expenses or disbursements of any kind incurred or expended by the HoldCo Secured Debt Holder Representatives relating to or arising out of any Enforcement Action or the enforcement of any of the terms of this Agreement or the other HoldCo Collateral Documents;

(c)third, pro rata to the payment of any fees, costs, charges, expenses or disbursements of any kind incurred or expended by any HoldCo Secured Party in connection with the HoldCo Secured Obligations, except as otherwise referred to in clause (a) or (b) above or clause (d) or (e) below;

(d)fourth, pro rata to the payment of accrued and unpaid interest (including default interest) on the HoldCo Secured Obligations and accrued and unpaid ordinary course settlements under the HoldCo Secured IR Hedge Agreements;

(e)fifth, pro rata to the payment of the principal of the HoldCo Secured Obligations, the payment of any HoldCo IR Hedge Termination Amounts payable under the HoldCo Secured IR Hedge Agreements, and the cash collateralization of all letters of credit provided by any HoldCo Secured Party in accordance with the relevant HoldCo Secured Credit Document; and

(f)finally, after payment in full of the amounts described in this Section 9.6 and all other HoldCo Secured Obligations, to the HoldCo Borrower or the HoldCo Pledgor (as applicable) or their respective successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

9.7Establishment of HoldCo Accounts

The HoldCo Borrower hereby confirms that, as of the Closing Date, it has established with a (i) an account (account no. ***) (including any sub-accounts thereof, the “HoldCo Revenue Account”) and (ii) an account (account no. ***) (including any sub-accounts thereof, the “BX HoldCo DSRA”), and except as otherwise expressly set forth in this Agreement and the other HoldCo Financing Documents, it will maintain the HoldCo Revenue Account at all times until the Discharge Date.

9.8HoldCo Accounts

(a)HoldCo Revenue Account.

(i)The HoldCo Borrower shall deposit or cause to be deposited into the HoldCo Revenue Account the following amounts (without duplication):

(A)all Cash Flows, and all other revenues received by or on behalf of the HoldCo Borrower (howsoever generated) or to which the HoldCo Borrower is entitled that are not otherwise expressly required or permitted to be deposited into or credited to another HoldCo Account pursuant to this Agreement;

(B)cash proceeds of HoldCo Secured Debt (as determined by the HoldCo Borrower) other than amounts deposited directly into any HoldCo Debt Service Reserve Accounts or otherwise applied in accordance with the definition of Replacement Debt, Supplemental Debt, or Relevering Debt;

(C)all funds in other HoldCo Accounts, including the HoldCo Debt Service Reserve Accounts, which, pursuant to this Agreement, are required or permitted to be transferred to the HoldCo Revenue Account (including for the avoidance of doubt, from the Distribution Account); and

(D)any other amounts which, pursuant to this Agreement or another HoldCo Financing Document, are to be transferred to the HoldCo Revenue Account including any amounts pursuant to any funds flow memorandum delivered by the HoldCo Borrower pursuant to the HoldCo Secured Debt Instrument.

(E)Notwithstanding anything in the foregoing to the contrary, neither equity contributions deposited into the Distribution Account in accordance with the HoldCo Financing Documents nor the proceeds of Project Extraordinary Distributions shall be required to be deposited into the HoldCo Revenue Account.

(ii)The HoldCo Borrower shall direct all Persons that make payments described in Section 9.8(a)(i) to make such payments directly to the HoldCo Account Bank for deposit to the HoldCo Revenue Account. If, notwithstanding the foregoing, the HoldCo Borrower shall receive any such amounts, the HoldCo Borrower shall immediately deliver such amounts in the exact form received (duly indorsed, if appropriate) to the HoldCo Account Bank for deposit to the HoldCo Revenue Account.

(iii)All amounts in the HoldCo Revenue Account shall be disbursed by the HoldCo Borrower for application in the following order of priority (with no payment referred to in each clause below being made until all amounts referred to in the clauses preceding it have been made):

(A)first, on each Transfer Date, withdraw and transfer to the Persons specified therein an amount that equals the amount of Administrative Expenses then due and payable by the HoldCo Borrower or anticipated to become due and payable by the HoldCo Borrower prior to the immediately succeeding Transfer Date;

(B)second, on each Transfer Date, withdraw and transfer an amount that equals (1) all commitment fees, letter of credit fees (including any fronting fee, standby fee or exposure fee payable in respect of any letter of credit) and similar fees and the aggregate amount of interest then due and payable by the HoldCo Borrower or anticipated to have accrued or become due and payable by the HoldCo Borrower prior to the immediately succeeding Monthly Transfer Date in respect of the HoldCo Secured Debt, (2) Ordinary Course Settlement Payments then due and

payable by the HoldCo Borrower or anticipated to have accrued or become due and payable by the HoldCo Borrower prior to the immediately succeeding Monthly Transfer Date, and (3) principal of the HoldCo Secured Debt and HoldCo IR Hedge Termination Amounts, in each such case, then due and payable by the HoldCo Borrower or anticipated to become due and payable by the HoldCo Borrower prior to the immediately succeeding Monthly Transfer Date;

(C)third, on each Quarterly Transfer Date, withdraw and transfer to the HoldCo Debt Service Reserve Accounts, an amount necessary to fund any Account Deficiency in the HoldCo Debt Service Reserve Accounts;

(D)fourth, on each Quarterly Transfer Date, withdraw and transfer an amount (if any) to be used to optionally prepay any HoldCo Secured Debt and other amounts required to be paid in connection therewith (including any HoldCo IR Hedge Termination Amounts required to be paid in connection with any such optional prepayment) under any HoldCo Secured Credit Document;

(E)fifth, on each Quarterly Transfer Date, so long as no Event of Default has occurred and is continuing, withdraw and transfer as set forth in such withdrawal certificate, to any Distribution Account, the aggregate amount of Tax Distributions as of such Quarterly Transfer Date;

(F)sixth, on each Monthly Transfer Date, after giving effect to the withdrawals and transfers specified in clauses (A) through (E) of this Section 9.8(a)(iii), so long as the applicable Distribution Release Conditions shall have been satisfied as of such Transfer Date, withdraw and transfer to any Distribution Account, an amount up to the aggregate remaining balance in the HoldCo Revenue Account on such Monthly Transfer Date; provided, that, (x) in the case of any transfers pursuant to this clause (H) on any Monthly Transfer Date that is not in the same calendar month as a Quarterly Payment Date, the HoldCo Borrower shall cause the balance of the HoldCo Revenue Account, after giving effect to the foregoing transfers pursuant to this clause (F), to equal or exceed the Monthly Amount Fraction of the FSD Accrual Amount on such Monthly Transfer Date.

(b)HoldCo Debt Service Reserve Accounts.

(i)The HoldCo Borrower shall deposit or cause to be deposited funds into each HoldCo Debt Service Reserve Account, (A) at the election of the HoldCo Borrower, with the proceeds of equity contributions, HoldCo Secured Debt (to the extent permitted to be utilized to fund the HoldCo Debt Service Reserve Account), or with a DSR LC, and (B) by transfer from the HoldCo Revenue Account as provided in Section 9.8(a)(iii)(C). Interest (if any) earned on amounts in the HoldCo Debt Service Reserve Account shall be retained in the HoldCo Debt Service Reserve Account.

(ii)Each HoldCo Debt Service Reserve Account may be funded from time to time by a combination of cash and funds available to be drawn under a DSR LC provided pursuant to Section 2.3. For the purposes of this Agreement and the other HoldCo Collateral Documents, the available stated amount of a DSR LC credited to any HoldCo Debt Service Reserve Account shall be deemed on deposit in cash in such HoldCo Debt Service Reserve Account.

(iii)If, on any Transfer Date, the amounts available in the HoldCo Revenue Account pursuant to Section 9.8(a)(iii)(B) or Section 9.8(a)(iii)(C) are insufficient to fund the commitment, letter of credit, and similar fees and interest thereon or in respect thereof or the principal thereof (as applicable) that are then due and payable or will be payable by the HoldCo Borrower prior to the next Monthly Transfer Date in respect of the HoldCo Secured Debt for which the applicable HoldCo Debt Service Reserve Account was established, the HoldCo Borrower shall transfer funds from the applicable HoldCo Debt Service Reserve Account, after giving effect, to the extent necessary, to the drawing on any DSR LC credited to such HoldCo Debt Service Reserve Account, to the HoldCo Revenue Account in the amount of such shortfall (or, if less, the balance of the applicable HoldCo Debt Service Reserve Account).

(iv)On each Monthly Transfer Date, after giving effect to the transfers requested to occur on such Monthly Transfer Date pursuant to Section 9.8(a)(iii), if an Account Surplus exists with respect to any HoldCo Debt Service Reserve Account on such Monthly Transfer Date, the HoldCo Borrower may, at the election of the HoldCo Borrower, (A) withdraw funds on deposit in the HoldCo Debt Service Reserve Account and transfer such funds to the HoldCo Revenue Account or (B) pursuant to a written instruction from an Authorized Officer of the HoldCo Borrower, direct the HoldCo Collateral Agent to cause the stated amount of any DSR LC credited to such HoldCo Debt Service Reserve Account to be reduced as specified in such written instruction (or cause such DSR LC to be cancelled, terminated, released, and/or returned); provided, that in each case such withdrawals and reductions in DSR LCs in the aggregate will not exceed the Account Surplus with respect to the applicable HoldCo Debt Service Reserve Account on such Monthly Transfer Date.

(v)If at any time (i) any issuer of a DSR LC credited to any HoldCo Debt Service Reserve Account in accordance with Section 2.3 ceases, for any reason, to be an Acceptable Bank and such DSR LC has not been replaced with another DSR LC within fifteen days, (ii) the HoldCo Collateral Agent shall have received notice from the issuing bank thereof that a DSR LC credited to such HoldCo Debt Service Reserve Account will not be renewed and such DSR LC is not renewed or replaced at least thirty days prior to any expiration or termination of such DSR LC (or a DSR LC shall expire in accordance with its terms and has not been replaced at least thirty days prior to such expiration), (iii) a DSR LC otherwise fails to qualify as a DSR LC and is not replaced with another DSR LC within fifteen days after such failure, or (iv) the Acceptable Bank does not provide its consent to a transfer of such DSR LC to a replacement HoldCo Collateral Agent and such DSR LC is not replaced by a DSR LC in favor of the replacement HoldCo Collateral Agent by the date on which such replacement HoldCo

Collateral Agent is appointed, then, in each such case, the HoldCo Collateral Agent shall draw the entire remaining available amount of such DSR LC and deposit the proceeds of such drawing into the applicable HoldCo Debt Service Reserve Account; provided, that no such drawing shall be made if, prior to the date specified for the making of such drawing (or, if later, before such drawing occurs), the HoldCo Borrower shall have (A) deposited cash into the applicable HoldCo Debt Service Reserve Account or (B) delivered a DSR LC to be credited to applicable HoldCo Debt Service Reserve Account, in each case, in an amount equal to the then undrawn face amount of such affected DSR LC.

(vi)Upon the posting of any DSR LC, the HoldCo Borrower may transfer an amount not to exceed the Account Surplus to the HoldCo Revenue Account.

(vii)In connection with entering into the BX HoldCo Credit Agreement, the HoldCo Borrower shall provide the HoldCo Collateral Agent a certificate executed by an Authorized Officer of the HoldCo Borrower that certifies as to the method of calculation of the DSRA Reserve Amount. The HoldCo Collateral Agent shall not have any obligation to verify any such method or any calculation.

(c)Distribution Account. From time to time, on three days’ prior notice, the HoldCo Borrower may designate in writing to the HoldCo Account Bank and the HoldCo Collateral Agent a deposit account or securities account established with a financial institution of the HoldCo Borrower’s choice to be the “Distribution Account” for purposes of this Agreement and the other HoldCo Financing Documents. Neither the Distribution Account nor any cash, securities, investments, financial assets or other items of property from time to time held or deposited in, or credited to, any Distribution Account shall be part of the Collateral or subject to any Lien in favor of the HoldCo Secured Parties. No Distribution Account shall be a “HoldCo Account” for purposes of this Agreement and the other HoldCo Collateral Documents. The HoldCo Borrower may withdraw funds from and make payments and transfers out of the Distribution Accounts at any time and for any purpose whatsoever, in the sole discretion of the HoldCo Borrower, and without any condition whatsoever.

9.9Lien Failure

If, for any reason, a HoldCo Secured Party does not have a valid and perfected Lien (either directly or through the HoldCo Collateral Agent) on any portion of the Collateral, any Collateral Proceeds on such portion of the Collateral received by the other HoldCo Secured Parties shall be paid over to such HoldCo Secured Party to the extent necessary to reflect the distribution provisions above as if all HoldCo Secured Parties held such a valid and perfected Lien.

9.10Rescission; Return of Collateral

If any Enforcement Action is rescinded or the HoldCo Collateral Agent otherwise becomes liable for the return of Collateral Proceeds realized in connection with such an Enforcement Action to any Person, each relevant HoldCo Secured Party shall return to the HoldCo Collateral Agent the amount previously distributed to such HoldCo Secured Party in accordance with this Agreement as a result of such Enforcement Action. Upon receipt of such amounts by the HoldCo Collateral

Agent, the relevant HoldCo Secured Obligations automatically shall be reinstated for all purposes hereunder.

9.11Payments Received by Any Other HoldCo Secured Party

Except with respect to amounts that are excluded from sharing and notice obligations in Section 9.12 or otherwise provided under this Agreement, if any HoldCo Secured Party (other than the HoldCo Collateral Agent and the HoldCo Account Bank) shall obtain any amount in respect of any HoldCo Secured Obligations, such HoldCo Secured Party shall forthwith notify the HoldCo Collateral Agent thereof and promptly, and in any event within ten Business Days of its so obtaining the same, shall pay such amount (less any reasonable costs and expenses incurred by such HoldCo Secured Party in obtaining such amount) to the HoldCo Collateral Agent for distribution in accordance with Section 9.5 or Section 9.6, as applicable. Any reasonable costs and expenses incurred by any HoldCo Secured Party in connection with any such return shall be paid or reimbursed by the HoldCo Borrower.

9.12Amounts Not Subject to Sharing

(a)Notwithstanding any other provision of this Agreement or any other HoldCo Secured Credit Document, no HoldCo Secured Party shall have any obligation to share or provide any notice pursuant to Section 9.11 with respect to:

(i)any payment made to a HoldCo Secured Party pursuant to any provision of any HoldCo Secured Credit Document that is in the nature of an indemnity against or reimbursement for:

(A)Breakage Costs;

(B)costs with respect to taxes incurred or payable by such HoldCo Secured Party on principal, interest and other payments payable to it under the HoldCo Secured Credit Documents; or

(C)costs, liabilities, claims, and other expenses incurred by such HoldCo Secured Party that are the subject of any indemnity or reimbursement provision contained in the HoldCo Secured Credit Documents;

(ii)any payment made to any HoldCo Secured IR Hedge Counterparty pursuant to any HoldCo Secured IR Hedge Agreement;

(iii)any payment of fees or premiums expressly required by the terms of any HoldCo Secured Credit Document and not required by the terms of any other HoldCo Secured Credit Document to be shared;

(iv)any consideration for the agreement of such HoldCo Secured Party or as part of any transaction or series of related transactions in which such HoldCo Secured Party shall have agreed to waive or amend any provision of any HoldCo Secured Credit Document; or

(v)amounts otherwise obtained in accordance with the HoldCo Control Agreement or this Agreement.

(b)Notwithstanding Section 9.12(a), sharing of payments made with respect to a particular HoldCo Secured Debt Instrument or any HoldCo Secured IR Hedge Agreement, if any, shall be subject to the sharing provisions of the applicable HoldCo Secured Debt Instrument or HoldCo Secured IR Hedge Agreement(s) as such provisions affect the sharing of payments among the HoldCo Secured Debt Holders or the HoldCo Secured IR Hedge Counterparties that are parties to such HoldCo Secured Debt Instrument or such HoldCo Secured IR Hedge Agreement(s), as applicable.

9.13Presumption Regarding Payments

For purposes of this Agreement, any payment received by a HoldCo Secured Party pursuant to this Article 9 may be presumed by such HoldCo Secured Party to have been properly received by such HoldCo Secured Party in accordance with this Article 9 unless such HoldCo Secured Party receives notice from any other HoldCo Secured Party or the HoldCo Borrower that such payment was not made in accordance with this Agreement.

9.14Notice of Amounts Owed

Upon the written request of the HoldCo Collateral Agent, in connection with the taking of any action under this Agreement by the HoldCo Collateral Agent, each HoldCo Secured Creditor Representative shall promptly (and, in any event, within five Business Days) give the HoldCo Collateral Agent written notice of:

(a)the aggregate amount of the HoldCo Secured Obligations then outstanding owed by the HoldCo Borrower to the HoldCo Secured Debt Holders or HoldCo Secured IR Hedge Counterparties, if any, represented by such HoldCo Secured Creditor Representative;

(b)the principal, interest, expenses, and other components of such HoldCo Secured Obligations; and

(c)any other information that the HoldCo Collateral Agent may reasonably request.

9.15No Separate Security

Each HoldCo Secured Party (for itself, each Person on whose behalf it executes this Agreement and any Person claiming through it) represents and warrants to each other HoldCo Secured Party that it has not received, and covenants to each other HoldCo Secured Party that it will not receive, any security interest in respect of the HoldCo Secured Obligations other than any security interest granted pursuant to any HoldCo Secured Credit Document.

10.THE HOLDCO COLLATERAL AGENT

10.1Appointment, Acceptance and Authority

(a)The HoldCo Secured Parties that are party hereto hereby irrevocably appoint Wilmington Trust, National Association to act on their behalf (and, in the case of each HoldCo Secured Debt Holder Representative, to also act on behalf of each of the HoldCo Secured Debt Holders it represents) as the initial HoldCo Collateral Agent to take such actions on their behalf and to exercise such powers as are delegated to the HoldCo Collateral Agent by the terms of this Agreement and the other HoldCo Secured Credit Documents,

together with such actions and powers as are reasonably incidental thereto. Wilmington Trust, National Association hereby accepts such appointment to act as the HoldCo Collateral Agent for the HoldCo Secured Parties in accordance with the terms of this Agreement. Each of the HoldCo Secured Parties that are party hereto authorizes the HoldCo Collateral Agent to act on behalf of such HoldCo Secured Party (and, in the case of each HoldCo Secured Debt Holder Representative, to also act on behalf of each of the HoldCo Secured Debt Holders it represents) under each HoldCo Secured Credit Document to which it is a party and in the absence of other written instructions from the HoldCo Intercreditor Agent received from time to time by the HoldCo Collateral Agent (with respect to which the HoldCo Collateral Agent agrees that it will comply, except as otherwise provided in this Section 10.1 or as otherwise advised by counsel of its own choosing, and subject in all cases to the terms of this Agreement), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the HoldCo Collateral Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto.

(b)The provisions of this Article 10 (other than the consultation and consent right of the HoldCo Borrower under Section 10.7(b) and the limitation on fees payable to a successor HoldCo Collateral Agent described in Section 10.7(d)) are solely for the benefit of the HoldCo Collateral Agent and the HoldCo Secured Parties, and the HoldCo Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” (or any other similar term) herein or in any other HoldCo Secured Credit Documents with reference to the HoldCo Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of applicable Government Rules. Instead such term is used as a matter of market custom, and is intended to create and reflect only an administrative relationship between contracting parties.

10.2Rights as a HoldCo Secured Creditor

To the extent the HoldCo Collateral Agent is a HoldCo Secured Creditor, such HoldCo Collateral Agent shall continue to have the same rights and powers in its capacity as a HoldCo Secured Creditor and may exercise the same as though it were not the HoldCo Collateral Agent. The term “HoldCo Secured Creditor” shall, unless otherwise expressly indicated or unless the context otherwise requires, include any HoldCo Collateral Agent acting in its capacity as a HoldCo Secured Creditor. Such HoldCo Collateral Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the HoldCo Borrower or Affiliates of the HoldCo Borrower as if such Person were not the HoldCo Collateral Agent and without any duty to account therefor to any other HoldCo Secured Creditors.

10.3Exculpatory Provisions

(a)The HoldCo Collateral Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other HoldCo Collateral Documents and no duties, responsibilities, covenants, or obligations shall be inferred or implied against the

HoldCo Collateral Agent. Without limiting the generality of the foregoing, the HoldCo Collateral Agent shall not:

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

(ii)have any duty to take any discretionary action or exercise any discretionary powers (including any Administrative Decisions or the filing of any UCC financing or continuation statements) unless directed in writing by the HoldCo Intercreditor Agent; provided, that the HoldCo Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the HoldCo Collateral Agent to liability or that is contrary to any HoldCo Secured Credit Document or applicable Government Rules, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Laws, and shall also be entitled to take any action that it regards as necessary to comply with any applicable Government Rules; provided, further, that the HoldCo Collateral Agent may (but shall be under no obligation to) take such action in its discretion as it deems necessary or appropriate from time to time to protect or preserve the Liens on the Collateral for the benefit of the HoldCo Secured Parties;

(iii)except as expressly set forth in this Agreement and in the other HoldCo Secured Credit Documents to which it is a party, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the HoldCo Borrower or any of its Affiliates that is communicated to or obtained by the HoldCo Collateral Agent or any of its Affiliates in any capacity;

(iv)incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the HoldCo Collateral Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, other unavailability of the Federal Reserve Bank wire or facsimile or other wire communication facility); and

(v)be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

(b)The HoldCo Collateral Agent and its Related Parties shall not be liable for any action taken or not taken by it (i) with the prior written consent or at the request of the HoldCo Intercreditor Agent or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and Non-Appealable judgment.

(c)The HoldCo Collateral Agent shall not be liable for any failure on its part to take any action in the absence of (i) an express instruction from the HoldCo Intercreditor Agent or (ii) the provision of satisfactory indemnification under Section 10.11. The HoldCo Collateral Agent may at any time request instructions from the HoldCo Intercreditor

Agent as to a course of action to be taken by it hereunder and under any of the HoldCo Secured Credit Documents or any other matters relating hereto and thereto.

(d)The HoldCo Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default (or any cure, waiver, cessation or rescission thereof) unless and until notice describing such Default or Event of Default (or such cure, waiver, cessation or rescission thereof) or any other event under the HoldCo Secured Credit Documents, is given to a responsible officer of the HoldCo Collateral Agent in writing by the HoldCo Intercreditor Agent or any HoldCo Secured Creditor Representative; provided, that, in the case of a Default or Event of Default, such notice states that it is a “Notice of Default” or “Notice of Event of Default”.

(e)The HoldCo Collateral 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 HoldCo Secured Credit 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 of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other HoldCo Secured Credit Document, or any other agreement, instrument, or document, (v) the perfection or priority of any Lien or the HoldCo Security Interest, or (vi) the validity of the title of either HoldCo Borrower or the HoldCo Pledgor to any of the Collateral, insuring the Collateral or the payment of taxes, charges, assessments or Liens upon the Collateral (provided, that if this Agreement requires the HoldCo Collateral Agent to maintain any Collateral, the HoldCo Collateral Agent shall have no duty other than to care of such Collateral in the same manner as the HoldCo Collateral Agent cares for its own similar property), or (vii) the satisfaction of any condition precedent set forth in any HoldCo Secured Credit Document, other than to confirm receipt of items expressly required to be delivered to the HoldCo Collateral Agent.

(f)For the avoidance of doubt, the obligations of the HoldCo Intercreditor Agent, the HoldCo Collateral Agent and the HoldCo Account Bank under the HoldCo Secured Credit Documents are several and not joint.

(g)The permissive rights of the HoldCo Collateral Agent to perform responsibilities and undertake actions enumerated in this Agreement shall not be construed as a duty, and with respect to such permissive rights, the HoldCo Collateral Agent shall not be answerable for other than its gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and Non-Appealable judgment. Any permissive right, authority, or discretion granted to the HoldCo Collateral Agent under any HoldCo Secured Credit Document shall not be construed as a duty or obligation to take (or omit to take) any such action, and the HoldCo Collateral Agent shall not have any liability for the exercise or non-exercise of any such permissive right.

10.4HoldCo Collateral Agent Not Responsible

(a)Notwithstanding anything to the contrary expressed or implied in Agreement, the HoldCo Collateral Agent shall not:

(i)be bound to inquire as to (A) whether or not any representation or warranty made by any other Person in connection with any HoldCo Collateral Document is true, (B) the occurrence or otherwise of any Default or Event of Default (or any cure, waiver, cessation or rescission thereof), (C) the performance by any other Person of its obligations under any of the HoldCo Collateral Documents or any other HoldCo Secured Credit Document, or (D) any breach of or default by any other Person of its obligations under any of the HoldCo Collateral Documents or any other HoldCo Secured Credit Document;

(ii)be bound to account to any Person for any sum or the profit element of any sum received by it for its own account; or

(iii)be bound to disclose to any Person any information relating to the P1 Project or otherwise if such disclosure would, or might in its reasonable opinion, constitute a breach of applicable Government Rules.

(b)The HoldCo Collateral Agent shall not have any responsibility for the accuracy or completeness of any information supplied by any other Person in connection with the P1 Project or for the legality, validity, effectiveness, adequacy, or enforceability of the HoldCo Secured Credit Documents or any other document referred to herein or provided for herein or therein or for any recitals, statements, representations or warranties made by the HoldCo Borrower or any other Person contained in this Agreement or any other HoldCo Secured Credit Document or in any certificate or other document referred to or provided for, or received by the HoldCo Collateral Agent, thereunder. The HoldCo Collateral Agent shall not be liable as a result of any failure by the HoldCo Borrower or its Affiliates or any other Person party hereto or to any other HoldCo Secured Credit Document to perform their respective obligations under the HoldCo Secured Credit Documents or any document referred to or provided for herein or therein or as a result of taking or omitting to take any action in relation to the HoldCo Secured Credit Documents, except to the extent of the HoldCo Collateral Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and Non-Appealable judgment, as the case may be.

(c)It is understood and agreed by each HoldCo Secured Party (for itself and any other Person claiming through it) that, except as expressly set forth herein, it has itself been, and will continue to be, solely responsible for making its own independent appraisal of, and investigations into, the financial condition, creditworthiness, condition, affairs, status and nature of each Person and, accordingly, each such HoldCo Secured Party (for itself and any other Person claiming through it) warrants to the HoldCo Collateral Agent that it has not relied on and will not hereafter rely on the HoldCo Collateral Agent:

(i)to check or inquire on its behalf into the adequacy, accuracy or completeness of any information provided by any Person in connection with any of the HoldCo Secured Credit Documents or the transactions therein contemplated (whether or

not such information has been or is hereafter circulated to such Person by the HoldCo Collateral Agent); or

(ii)to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of any Person.

10.5Reliance by the HoldCo Collateral Agent

The HoldCo Collateral Agent shall be entitled to conclusively rely upon, and shall not incur any liability for relying upon, any order, judgement, demand, 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, without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity or the services thereof. The HoldCo Collateral Agent also may conclusively 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. The HoldCo Collateral Agent may consult with legal counsel of its own choosing at the reasonable expense of the HoldCo Borrower (who may be counsel for the HoldCo Borrower), independent accountants and other experts selected by it, as to any matter relating to this transaction, 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.

10.6Delegation of Duties

The HoldCo Collateral Agent may perform any and all of its duties and exercise its rights and powers under the HoldCo Secured Credit Documents by or through any one or more sub agents appointed by the HoldCo Collateral Agent. The HoldCo Collateral 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 10 shall apply to any such sub agent and to the Related Parties of the HoldCo Collateral Agent and any such sub agent, and shall apply to their respective activities in connection with the activities as the HoldCo Collateral Agent. The HoldCo Collateral Agent shall not be responsible for the negligence or misconduct of any sub agent that it selects except to the extent as determined by a court of competent jurisdiction by final and Non-Appealable judgment that the HoldCo Collateral Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.

10.7Resignation and Removal of the HoldCo Collateral Agent

(a)The HoldCo Collateral Agent may at any time for any reason give sixty days’ prior notice of its resignation to the HoldCo Intercreditor Agent, the HoldCo Account Bank, the HoldCo Secured Creditors and the HoldCo Borrower. The HoldCo Collateral Agent may be removed at any time by the Required HoldCo Secured Parties. Any such resignation or removal shall take effect upon the appointment of a successor HoldCo Collateral Agent, in accordance with this Section 10.7.

(b)Upon receipt of any such notice of resignation or upon the removal of the HoldCo Collateral Agent by the Required HoldCo Secured Parties, the Required HoldCo Secured Parties shall have the right, in consultation with the HoldCo Borrower (and, so long as no Default or Event of Default has occurred and is continuing, with the HoldCo Borrower’s prior written consent (such consent not to be unreasonably withheld, conditioned or

delayed)), to appoint a successor HoldCo Collateral Agent hereunder and under each other HoldCo Secured Credit Document to which the HoldCo Collateral Agent is a party, which shall be a commercial bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York, in each case that has a combined capital and surplus of at least $1,000,000,000.

(c)If no such successor shall have been so appointed by the Required HoldCo Secured Parties within sixty days after notice of the retiring HoldCo Collateral Agent’s resignation or removal, the HoldCo Collateral Agent or any HoldCo Secured Party may petition any court of competent jurisdiction for the appointment of a successor HoldCo Collateral Agent. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor HoldCo Collateral Agent, who shall serve as HoldCo Collateral Agent hereunder and under each other HoldCo Secured Credit Document to which it is a party until such time, if any, as the Required HoldCo Secured Parties appoint a successor HoldCo Collateral Agent, as provided above. The cost and expense (including counsel fees and expenses) incurred by the retiring HoldCo Collateral Agent in connection with such petition proceedings shall be paid by the HoldCo Borrower.

(d)Upon the acceptance of a successor’s appointment as the HoldCo Collateral Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed HoldCo Collateral Agent and the retiring or removed HoldCo Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other HoldCo Secured Credit Documents, (ii) the retiring or removed HoldCo Collateral Agent shall promptly transfer all Collateral within its possession or control to the possession or control of the successor HoldCo Collateral Agent and shall execute and deliver such notices, instructions, and assignments as may be necessary or desirable to effect such transfer (all at the HoldCo Borrower’s cost and expense), and (iii) the replaced HoldCo Collateral Agent shall make available (at the HoldCo Borrower’s cost and expense) to the successor HoldCo Collateral Agent such records, documents and information in the replaced HoldCo Collateral Agent’s possession and provide such assistance as the successor HoldCo Collateral Agent may reasonably request in connection with its appointment as the successor HoldCo Collateral Agent. The fees payable by the HoldCo Borrower to a successor HoldCo Collateral Agent shall be the same as those payable to its predecessor unless (x) otherwise agreed between the HoldCo Borrower and such successor or (y) an Event of Default has occurred and is continuing, in which case no such agreement of the HoldCo Borrower shall be required. After the retiring or removed HoldCo Collateral Agent’s resignation or removal hereunder and under the HoldCo Secured Credit Documents, the provisions of this Article 10 shall continue in effect for the benefit of such retiring or removed HoldCo Collateral Agent, 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 or removed HoldCo Collateral Agent was acting in its capacity as the HoldCo Collateral Agent.

(e)Any entity into which the HoldCo Collateral Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the HoldCo Collateral Agent in its individual capacity shall be a party, or any corporation to which substantially all of the corporate trust business of the HoldCo Collateral Agent in its individual capacity may be

transferred, shall be the HoldCo Collateral Agent under this Agreement without further action.

10.8Non-Reliance on HoldCo Collateral Agent

Each HoldCo Secured Party that is a party hereto (and, in the case of each HoldCo Secured Debt Holder Representative, for itself and on behalf of the HoldCo Secured Debt Holders it represents) acknowledges that it has, independently and without reliance upon the HoldCo Collateral Agent or any other HoldCo Secured Party 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 the HoldCo Secured Credit Documents. Each HoldCo Secured Party that is a party hereto (and, in the case of each HoldCo Secured Debt Holder Representative, for itself and on behalf of the HoldCo Secured Debt Holders it represents) also acknowledges that it will, independently and without reliance upon the HoldCo Collateral Agent or any other HoldCo Secured Party 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 the HoldCo Secured Credit Documents or any related agreement or any document furnished thereunder.

10.9Collateral Matters

The HoldCo Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of any Lien thereon, or any certificate prepared by the HoldCo Borrower, the HoldCo Pledgor or any other Person in connection therewith, nor shall it be responsible or liable to the HoldCo Secured Parties for any failure to monitor or maintain any portion of the Collateral or any Lien thereon.

10.10Proofs of Claim

In case of the pendency of any proceeding under any Debtor Relief Law, the HoldCo Collateral Agent (irrespective of whether the principal of any HoldCo Secured Debt shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the HoldCo Collateral Agent shall have made any demand on the HoldCo Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the HoldCo Secured Debt and all other HoldCo Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the HoldCo Secured Parties and the HoldCo Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the HoldCo Secured Parties and the HoldCo Collateral Agent (and its sub-agents and counsel) and all other amounts due to the HoldCo Secured Parties and the HoldCo Collateral Agent under this Agreement) allowed in such judicial proceeding; and

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator, or other similar official in any such judicial proceeding is hereby authorized by each HoldCo Secured Party and the HoldCo Collateral Agent to make such payments to the HoldCo Collateral Agent and, in the event that the HoldCo Collateral Agent shall consent to the making of such payments directly to the HoldCo Secured Parties, to the HoldCo Secured Parties to pay any amount due for the reasonable compensation, expenses, disbursements, and advances of HoldCo Collateral Agent and its sub-agents and counsel, and any other amounts due the HoldCo Collateral Agent under Article 9.

10.11Request for Indemnification by the HoldCo Secured Creditors

The HoldCo Collateral 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 HoldCo Secured Creditors 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.

10.12No Amendment to Duties of HoldCo Collateral Agent Without Consent

The HoldCo Collateral Agent shall not be bound by any waiver, amendment, supplement or modification of this Agreement or any other HoldCo Secured Credit Document that affects its rights or duties hereunder or thereunder unless such HoldCo Collateral Agent shall have given its prior written consent, in its capacity as the HoldCo Collateral Agent thereto.

10.13Deductions and Withholding of the HoldCo Collateral Agent

Notwithstanding any other provision of this Agreement, the HoldCo Collateral Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties, assessments or government charges if and to the extent so required by applicable Government Rules, in which event the HoldCo Collateral Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted.

10.14Copies

The HoldCo Collateral Agent shall give prompt notice to each HoldCo Secured Creditor Representative and the HoldCo Intercreditor Agent and HoldCo Account Bank, as applicable, of receipt of each notice or request required or permitted to be given to the HoldCo Collateral Agent by the HoldCo Borrower pursuant to the terms of this Agreement or any other HoldCo Secured Credit Document (unless concurrently delivered to the relevant HoldCo Secured Parties by the HoldCo Borrower). The HoldCo Collateral Agent will distribute to each HoldCo Secured Creditor Representative and the HoldCo Intercreditor Agent and HoldCo Account Bank, as applicable, each document and other communication received by the HoldCo Collateral Agent from the HoldCo Borrower for distribution to the relevant HoldCo Secured Parties by the HoldCo Collateral Agent in accordance with the terms of this Agreement or any other HoldCo Secured Credit Document.

11.THE HOLDCO INTERCREDITOR AGENT

11.1Appointment, Acceptance and Authority

(a)The HoldCo Secured Parties party hereto (other than the HoldCo Intercreditor Agent) hereby appoint Wilmington Trust, National Association to act on their behalf (and, in the case of each HoldCo Secured Debt Holder Representative, to also act on behalf of each of their respective HoldCo Secured Debt Holders) as the initial HoldCo Intercreditor Agent and authorize the HoldCo Intercreditor Agent to take such actions on their behalf and to exercise such powers as are delegated to the HoldCo Intercreditor Agent by the terms of this Agreement and the other HoldCo Secured Credit Documents, together with such actions and powers as are reasonably incidental thereto. Wilmington Trust, National Association hereby accepts such appointment to act as the HoldCo Intercreditor Agent for the HoldCo Secured Parties in accordance with the terms of this Agreement. Each of the HoldCo Secured Parties party hereto authorizes the HoldCo Intercreditor Agent to act on behalf of such HoldCo Secured Party (and, in the case of each HoldCo Secured Debt Holder Representative, to also act on behalf of each of their respective HoldCo Secured Debt Holders) under each HoldCo Secured Credit Document to which it is a party and in the absence of other written instructions from the Required HoldCo Secured Parties received from time to time by the HoldCo Intercreditor Agent (with respect to which the HoldCo Intercreditor Agent agrees that it will comply, except as otherwise provided in this Section 11.1 or as otherwise advised by counsel, and subject in all cases to the terms of this Agreement), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the HoldCo Intercreditor Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto.

(b)The provisions of this Article 11 (other than the consultation and consent right of the HoldCo Borrower under Section 11.7(b) and the limitation on fees payable to a successor HoldCo Intercreditor Agent described in Section 11.7(d)) are solely for the benefit of the HoldCo Intercreditor Agent and the HoldCo Secured Parties, and the HoldCo Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” (or any other similar term) herein or in any other HoldCo Secured Credit Documents with reference to the HoldCo Intercreditor Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of applicable Government Rules. Instead, such term is used as a matter of market custom, and is intended to create and reflect only an administrative relationship between contracting parties.

11.2Rights as a HoldCo Secured Creditor

To the extent the HoldCo Intercreditor Agent is a HoldCo Secured Creditor, such HoldCo Intercreditor Agent shall continue to have the same rights and powers in its capacity as a HoldCo Secured Creditor and may exercise the same as though it were not the HoldCo Intercreditor Agent. The term “HoldCo Secured Creditor” shall, unless otherwise expressly indicated or unless the context otherwise requires, include any HoldCo Intercreditor Agent acting in its capacity as a HoldCo Secured Debt Holder. Such HoldCo Intercreditor Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the HoldCo Borrower or Affiliates of the HoldCo Borrower as if such Person were not the HoldCo

Intercreditor Agent and without any duty to account therefor to any other HoldCo Secured Creditors.

11.3Exculpatory Provisions

(a)The HoldCo Intercreditor Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other HoldCo Secured Credit Documents to which it is a party and no duties, responsibilities, covenants, or obligations shall be inferred or implied against the HoldCo Intercreditor Agent. Without limiting the generality of the foregoing, the HoldCo Intercreditor Agent shall not:

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

(ii)have any duty to take any discretionary action or exercise any discretionary powers (including any Administrative Decisions or the filing of any UCC financing or continuation statements), except as expressly contemplated by this Agreement or by the other HoldCo Secured Credit Documents to which it is a party and except to the extent that the HoldCo Intercreditor Agent is required to do so at the direction in writing of the Required HoldCo Secured Parties (or such number or percentage of the HoldCo Secured Parties as shall be expressly provided for herein or in the other HoldCo Secured Credit Documents); provided, that the HoldCo Intercreditor Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the HoldCo Intercreditor Agent to liability or that is contrary to any HoldCo Secured Credit Document or applicable Government Rules, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Laws; provided, further, that the HoldCo Intercreditor Agent may (but shall be under no obligation to) take, or direct the HoldCo Collateral Agent to take, such action as the HoldCo Intercreditor Agent deems necessary or appropriate in its discretion from time to time to protect or preserve the Liens on the Collateral for the benefit of the HoldCo Secured Parties;

(iii)except as expressly set forth in this Agreement and in the other HoldCo Secured Credit Documents to which it is a party, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the HoldCo Borrower or any of its Affiliates that is communicated to or obtained by the HoldCo Intercreditor Agent or any of its Affiliates in any capacity;

(iv)incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the HoldCo Intercreditor Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, other unavailability of the Federal Reserve Bank wire or facsimile or other wire communication facility); and

(b)The HoldCo Intercreditor Agent shall not be liable for any action taken or not taken by it (i) with the prior written consent or at the request of the Required HoldCo Secured Parties (or such number or percentage of the HoldCo Secured Parties as shall be necessary, or the HoldCo Intercreditor Agent shall believe in good faith shall be necessary, in accordance with the HoldCo Secured Credit Documents), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and Non-Appealable judgment.

(c)The HoldCo Intercreditor Agent shall not be liable for any failure on its part to take any action in the absence of (i) an express instruction from the Required HoldCo Secured Parties or (ii) the provision of satisfactory indemnification under Section 11.9.

(d)The HoldCo Intercreditor Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to a responsible officer of the HoldCo Intercreditor Agent in writing by the HoldCo Borrower or a HoldCo Secured Party.

(e)The HoldCo Intercreditor 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 HoldCo Secured Credit 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 of any Default or Event of Default (or any cure, waiver, cessation or rescission thereof), (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other HoldCo Secured Credit Document or any other agreement, instrument, or document, or (v) the perfection or priority of any Lien or security interest created, or purported to be created, by a HoldCo Security Document.

(f)The permissive rights of the HoldCo Intercreditor Agent to perform responsibilities and undertake actions enumerated in this Agreement shall not be construed as a duty, and with respect to such permissive rights, the HoldCo Intercreditor Agent shall not be answerable for other than its gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and Non-Appealable judgment. Any permissive right, authority, or discretion granted to the HoldCo Intercreditor Agent under any HoldCo Secured Credit Document shall not be construed as a duty or obligation to take (or omit to take) any such action, and the HoldCo Intercreditor Agent shall not have any liability for the exercise or non-exercise of any such permissive right.

11.4HoldCo Intercreditor Agent Not Responsible

(a)Notwithstanding anything to the contrary expressed or implied in this Agreement, the HoldCo Intercreditor Agent shall not:

(i)be bound to inquire as to (A) whether or not any representation or warranty made by any other Person in connection with any HoldCo Secured Credit Document is

true, (B) the occurrence or otherwise of any Default or Event of Default (or any cure, waiver, cessation, or rescission thereof), (C) the performance by any other Person of its obligations under any of the HoldCo Secured Credit Documents, or (D) any breach of or default by any other Person of its obligations under any of the HoldCo Secured Credit Documents;

(ii)be bound to account to any Person for any sum or the profit element of any sum received by it for its own account; or

(iii)be bound to disclose to any Person any information relating to the P1 Project if such disclosure would, or might in its reasonable opinion, constitute a breach of applicable Government Rules.

(b)The HoldCo Intercreditor Agent shall not have any responsibility for the accuracy or completeness of any information supplied by any other Person in connection with the P1 Project or for the legality, validity, effectiveness, adequacy, or enforceability of the HoldCo Secured Credit Documents or any other document referred to herein or provided for herein or therein or for any recitals, statements, representations or warranties made by the HoldCo Borrower or any other Person contained in this Agreement or any other HoldCo Secured Credit Document or in any certificate or other document referred to or provided for, or received by the HoldCo Intercreditor Agent, thereunder. The HoldCo Intercreditor Agent shall not be liable as a result of any failure by the HoldCo Borrower or its Affiliates or any other Person party hereto or to any other HoldCo Secured Credit Document to perform their respective obligations under the HoldCo Secured Credit Documents or any document referred to or provided for herein or therein or as a result of taking or omitting to take any action in relation to the HoldCo Secured Credit Documents, except to the extent of the HoldCo Intercreditor Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and Non-Appealable judgment, as the case may be.

(c)It is understood and agreed by each HoldCo Secured Party (for itself and any other Person claiming through it) that, except as expressly set forth herein, it has itself been, and will continue to be, solely responsible for making its own independent appraisal of, and investigations into, the financial condition, creditworthiness, condition, affairs, status and nature of each Person and, accordingly, each such HoldCo Secured Party warrants to the HoldCo Intercreditor Agent that it has not relied on and will not hereafter rely on the HoldCo Intercreditor Agent:

(i)to check or inquire on its behalf into the adequacy, accuracy, or completeness of any information provided by any Person in connection with any of the HoldCo Secured Credit Documents or the transactions therein contemplated (whether or not such information has been or is hereafter circulated to such Person by the HoldCo Intercreditor Agent); or

(ii)to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status, or nature of any Person.

11.5Reliance by the HoldCo Intercreditor Agent

The HoldCo Intercreditor Agent shall be entitled to conclusively 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 HoldCo Intercreditor Agent also may conclusively 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. The HoldCo Intercreditor Agent may consult with legal counsel at the reasonable expense of the HoldCo Borrower (who may be counsel for the HoldCo 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.

11.6Delegation of Duties

The HoldCo Intercreditor Agent may perform any and all of its duties and exercise its rights and powers under the HoldCo Secured Credit Documents by or through any one or more sub-agents appointed by the HoldCo Intercreditor Agent. The HoldCo Intercreditor 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 11 shall apply to any such sub-agent and to the Related Parties of the HoldCo Intercreditor Agent and any such sub-agent, and shall apply to their respective activities in connection with the activities as the HoldCo Intercreditor Agent. The HoldCo Intercreditor Agent shall not be responsible for the negligence or misconduct of any sub-agent that it selects with reasonable care.

11.7Resignation and Removal of the HoldCo Intercreditor Agent

(a)The HoldCo Intercreditor Agent may at any time give sixty days’ prior notice of its resignation to the HoldCo Collateral Agent, the HoldCo Account Bank, the HoldCo Secured Creditors and the HoldCo Borrower. The HoldCo Intercreditor Agent may be removed at any time by the Required HoldCo Secured Parties. Any such resignation or removal shall take effect upon the appointment of a successor HoldCo Intercreditor Agent, in accordance with this Section 11.7.

(b)Upon receipt of any such notice of resignation or upon the removal of the HoldCo Intercreditor Agent by the Required HoldCo Secured Parties, the Required HoldCo Secured Parties shall have the right, in consultation with the HoldCo Borrower (and, so long as no Default or Event of Default has occurred and is continuing, with the HoldCo Borrower’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), to appoint a successor HoldCo Intercreditor Agent hereunder and under each other HoldCo Secured Credit Document to which the HoldCo Intercreditor Agent is a party, which shall be a commercial bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York, in each case that has a combined capital and surplus of at least $1,000,000,000.

(c)If no such successor shall have been so appointed by the Required HoldCo Secured Parties within sixty days after notice of the retiring HoldCo Intercreditor Agent’s resignation or removal, the HoldCo Intercreditor Agent or any HoldCo Secured Party

may petition any court of competent jurisdiction for the appointment of a successor HoldCo Intercreditor Agent. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor HoldCo Intercreditor Agent, who shall serve as the HoldCo Intercreditor Agent hereunder and under each other HoldCo Secured Credit Document to which it is a party until such time, if any, as the Required HoldCo Secured Parties appoint a successor HoldCo Intercreditor Agent, as provided above.

(d)Upon the acceptance of a successor’s appointment as the HoldCo Intercreditor Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed HoldCo Intercreditor Agent and the retiring or removed HoldCo Intercreditor Agent shall be discharged from its duties and obligations hereunder or under the other HoldCo Secured Credit Documents and the replaced HoldCo Intercreditor Agent shall make available (at the HoldCo Borrower’s cost and expense) to the successor HoldCo Intercreditor Agent such records, documents and information in the replaced HoldCo Intercreditor Agent’s possession and provide such assistance as the successor HoldCo Intercreditor Agent may reasonably request in connection with its appointment as the successor HoldCo Intercreditor Agent (including executing any assignment, transfer, or release documents, as applicable, relating to such documents in the replaced HoldCo Intercreditor Agent’s possession). The fees payable by the HoldCo Borrower to a successor HoldCo Intercreditor Agent shall be the same as those payable to its predecessor unless (i) otherwise agreed between the HoldCo Borrower and such successor or (ii) a Default or Event of Default has occurred and is continuing, in which case no such agreement of the HoldCo Borrower shall be required. After the retiring or removed HoldCo Intercreditor Agent’s resignation or removal hereunder and under the HoldCo Secured Credit Documents, the provisions of this Article 11 shall continue in effect for the benefit of such retiring or removed HoldCo Intercreditor Agent, 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 or removed HoldCo Intercreditor Agent was acting as the HoldCo Intercreditor Agent.

(e)Any entity into which the HoldCo Intercreditor Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the HoldCo Intercreditor Agent in its individual capacity shall be a party, or any corporation to which substantially all of the corporate trust business of the HoldCo Intercreditor Agent in its individual capacity may be transferred, shall be the HoldCo Intercreditor Agent under this Agreement without further action.

11.8Non-Reliance on HoldCo Intercreditor Agent

Each HoldCo Secured Party party hereto (and, in the case of each HoldCo Secured Debt Holder Representative, for itself and on behalf of the HoldCo Secured Debt Holders it represents) acknowledges that it has, independently and without reliance upon the HoldCo Intercreditor Agent or any other HoldCo Secured Party 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 the HoldCo Secured Credit Documents. Each HoldCo Secured Party party hereto (and, in the case of each HoldCo Secured Debt Holder Representative, for itself and on behalf of the HoldCo Secured Debt Holders it represents) also acknowledges that it will, independently and without reliance upon the HoldCo Intercreditor Agent or any other HoldCo

Secured Party 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 the HoldCo Secured Credit Documents or any related agreement or any document furnished thereunder.

11.9Request for Indemnification by the HoldCo Secured Creditors

The HoldCo Intercreditor 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 HoldCo Secured Creditors 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.

11.10No Amendment to Duties of HoldCo Intercreditor Agent Without Consent

The HoldCo Intercreditor Agent shall not be bound by any waiver, amendment, supplement or modification of this Agreement or any other HoldCo Secured Credit Document that affects its rights or duties hereunder or thereunder unless such HoldCo Intercreditor Agent shall have given its prior written consent, in its capacity as the HoldCo Intercreditor Agent thereto.

11.11Copies

The HoldCo Intercreditor Agent shall give prompt notice to each HoldCo Secured Creditor and the HoldCo Collateral Agent and HoldCo Account Bank, as applicable, of receipt of each notice or request required or permitted to be given to the HoldCo Intercreditor Agent by the HoldCo Borrower pursuant to the terms of this Agreement or any other HoldCo Secured Credit Document (unless concurrently delivered to the relevant HoldCo Secured Parties by the HoldCo Borrower). The HoldCo Intercreditor Agent will distribute to each HoldCo Secured Creditor and the HoldCo Collateral Agent and HoldCo Account Bank, as applicable, each document and other communication received by the HoldCo Intercreditor Agent from the HoldCo Borrower for distribution to the relevant HoldCo Secured Parties by the HoldCo Intercreditor Agent in accordance with the terms of this Agreement or any other HoldCo Secured Credit Document.

12.EXPENSES; INDEMNITY; DAMAGE WAIVER

12.1Costs and Expenses of the HoldCo Collateral Agent and HoldCo Intercreditor Agent

The HoldCo Borrower shall pay (a) all reasonable and documented out of pocket expenses incurred by the HoldCo Collateral Agent or the HoldCo Intercreditor Agent (including reasonable and documented remittance charges and stamp duty and the reasonable fees, charges and disbursements of one New York counsel and one counsel in each other relevant jurisdiction (if any) for each of them and of their own choosing, and other advisors, experts and consultants retained by the HoldCo Collateral Agent or the HoldCo Intercreditor Agent in accordance with this Article 12), in connection with the preparation, negotiation, execution, and delivery of this Agreement and the other HoldCo Secured Credit Documents, or any amendments, modifications or waivers of the provisions hereof or thereof, and (b) all reasonable and documented out of pocket expenses incurred by the HoldCo Collateral Agent or the HoldCo Intercreditor Agent (including reasonable and documented remittance charges and stamp duty and the reasonable fees, charges and disbursements of one counsel in each relevant jurisdiction for each of them and of their own choosing, and other advisors, experts and consultants retained by the HoldCo Collateral Agent or the HoldCo Intercreditor Agent in accordance with this Article 12), in

connection with any amendment, modification or waiver of the provisions of the HoldCo Secured Credit Documents, (c) all documented out of pocket expenses incurred by the HoldCo Collateral Agent or the HoldCo Intercreditor Agent (including documented remittance charges and stamp duty and the fees, charges and disbursements of one counsel in each relevant jurisdiction for each of them and of their own choosing and other advisors, experts and consultants retained by the HoldCo Collateral Agent or the HoldCo Intercreditor Agent in accordance with this Article 12) and the enforcement of the rights and remedies of the HoldCo Secured Parties under the HoldCo Secured Credit Documents, including all such documented out of pocket expenses incurred during any workout, restructuring or negotiations in respect of the HoldCo Secured Obligations, and (d) all reasonable and documented fees and time charges for attorneys who may be employees of the HoldCo Collateral Agent or the HoldCo Intercreditor Agent, in connection with the enforcement or protection of such its respective rights.

12.2Indemnification for the HoldCo Collateral Agent and the HoldCo Intercreditor Agent

(a)The HoldCo Borrower hereby agrees to indemnify each of the HoldCo Collateral Agent, the HoldCo Intercreditor Agent and their respective Related Parties (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 for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person arising out of, in connection with, or as a result of:

(i)the execution or delivery of this Agreement, 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 HoldCo Secured Debt or the use or proposed use of the proceeds therefrom (including any refusal by any HoldCo Secured Debt Holder to honor any demand for payment under any HoldCo Secured Debt Instrument, as applicable, if the documents presented in connection with such demand do not strictly comply with the terms of the applicable HoldCo Secured Debt Instrument);

(iii)any actual or alleged presence, Release (as defined in the Definitions Agreement) or threatened Release of Hazardous Materials (as defined in the Definitions Agreement) or on, from or related to the P1 Project that could reasonably result in an Environmental Claim related in any way to the P1 Project, the Rio Grande Facility, the Land (as defined in the Definitions Agreement) or any property owned or operated by the HoldCo Borrower or any liability pursuant to an Environmental Law related in any way to the P1 Project, the Rio Grande Facility, the Site (as defined in the Definitions Agreement), or the HoldCo Borrower, except for Releases of Hazardous Materials that 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 any claiming Indemnitee;

(iv)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 the HoldCo Borrower or any of the HoldCo Borrower’s members, managers or creditors or by any other Person, and regardless of whether any Indemnitee is a party thereto and whether or not any of the transactions contemplated hereunder or under any other HoldCo Secured Credit 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

(v)any claim, demand or liability for broker’s or finder’s or placement fees or similar commissions, whether or not payable by the HoldCo 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 HoldCo Secured Debt Holder 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 are determined by a court of competent jurisdiction by final and Non-Appealable judgment to have directly resulted from the gross negligence or willful misconduct of such Indemnitee.

(b)To the extent that the HoldCo Borrower for any reason fail to pay in full any amount required under Section 12.1 or Section 12.2(a) above or any analogous costs and expenses on indemnification provisions of any HoldCo Secured Credit Document to be paid by it to the HoldCo Collateral Agent, each HoldCo Secured Debt Holder severally agrees to pay to the HoldCo Collateral Agent, the HoldCo Intercreditor Agent or such Related Party, as the case may be, the ratable share of such unpaid amount (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), based on the aggregate of the HoldCo Secured Debt Commitments of such HoldCo Secured Debt Holder to the aggregate of all HoldCo Secured Debt Commitments to all HoldCo Secured Debt Holders; 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 HoldCo Collateral Agent, the HoldCo Intercreditor Agent or the applicable Related Party, in its capacity as such. The obligations of the HoldCo Secured Debt Holders to make payments pursuant to this Section 12.2(b) are several and not joint and shall survive the payment in full of the HoldCo Secured Obligations and the termination of this Agreement. The failure of any HoldCo Secured Debt Holder to make payments on any date required hereunder shall not relieve any other HoldCo Secured Debt Holder of its corresponding obligation to do so on such date, and no HoldCo Secured Debt Holder shall be responsible for the failure of any other HoldCo Secured Debt Holder to do so.

(c)All amounts due under this Section 12.2 shall be payable promptly after demand therefor.

(d)The HoldCo Borrower agrees that, without the Indemnitee’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened (in writing) claim, action, or proceeding in respect of which indemnification could be sought by or on behalf of such Indemnitee under this Section 12.2 (whether or not any Indemnitee is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of such Indemnitee from all liability arising out of such claim, action or proceeding. In the event

that an Indemnitee is requested or required to appear as a witness in any action brought by or on behalf of or against the HoldCo Borrower or any Affiliate thereof in which such Indemnitee is not named as a defendant, the HoldCo Borrower agrees to reimburse such Indemnitee for all reasonable expenses incurred by it in connection with such Indemnitee appearing and preparing to appear as such a witness, including the reasonable and documented fees and disbursements of its legal counsel. In the case of any claim brought against an Indemnitee for which the HoldCo Borrower may be responsible under this Section 12.2, such Indemnitee agrees (at the expense of the HoldCo Borrower) to execute such instruments and documents and cooperate as reasonably requested by the HoldCo Borrower in connection with the HoldCo Borrower’s defense, settlement or compromise of such claim, action or proceeding.

(e)The indemnity set out in this Section 12.2 shall survive the termination of this Agreement and the resignation or removal of the HoldCo Collateral Agent and the HoldCo Intercreditor Agent.

12.3Waiver of Consequential Damages

Except with respect to any indemnification obligations of the HoldCo Borrower under Section 12.2 or any other indemnification provisions of the HoldCo Borrower under any other HoldCo Secured Credit Document, to the fullest extent permitted by applicable Government Rules, no party shall assert, and each party waives, any claim against any other party or their respective Related Parties, on any theory of liability, for special, indirect, consequential, exemplary, 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 HoldCo Secured Credit Document or any agreement or instrument contemplated hereby or thereby, or the transactions contemplated hereby or thereby. No party or its Related Party 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 HoldCo Secured Credit Documents or the transactions contemplated hereby or thereby.

12.4Payments

All amounts due under this Article 12 shall be payable promptly after demand therefor.

13.LIMITED RECOURSE

The obligations of the HoldCo Borrower under this Agreement, and any certificate, notice, instrument or document delivered pursuant hereto, are obligations solely of the HoldCo Borrower and do not constitute a debt or obligation of (and no recourse shall be made with respect to) any direct or indirect equity holder of the HoldCo Pledgor or any JV Equity Owner, the OpCo Borrower, or any of their respective Affiliates (other than the HoldCo Borrower), or any shareholder, partner, member, officer, director, or employee of the HoldCo Pledgor or any JV Equity Owner or such Affiliates (collectively, the “Non-Recourse Parties”). No action under or in connection with this Agreement shall be brought against any Non-Recourse Party, and no judgment for any deficiency upon the obligations hereunder shall be obtainable by the HoldCo Intercreditor Agent, the HoldCo Collateral Agent, any HoldCo Secured Creditor Representative, or any HoldCo Secured Debt Holder against any Non-Recourse Party. Notwithstanding the

foregoing, it is expressly understood and agreed that nothing contained in this Article 13 shall in any manner or way (i) restrict the remedies available to the HoldCo Collateral Agent, the HoldCo Intercreditor Agent, any HoldCo Secured Creditor Representative or any HoldCo Secured Debt Holder to realize upon the Collateral, or constitute or be deemed to be a release of the obligations secured by (or impair the enforceability of) the Liens and the security interests and possessory rights created by or arising from this Agreement or (ii) release, or be deemed to release, any Non-Recourse Party from liability for its own willful misrepresentation, fraudulent actions, gross negligence or willful misconduct or from any of its obligations or liabilities under any HoldCo Collateral Document to which such Non-Recourse Party is a party. The limitations on recourse set forth in this Article 13 shall survive the Discharge Date.

14.MISCELLANEOUS

14.1Notices and Communications

(a)All notices and other communications provided under this Agreement shall be in writing or by facsimile and addressed, delivered or transmitted at the addressee’s address or facsimile number set forth on Appendix II or, in each case, at such other address or facsimile number as may be designated by any such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage pre-paid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when confirmation of transmission thereof is received by the transmitter.

(b)The HoldCo Borrower may provide all information, documents and other materials that it is obligated to furnish hereunder by transmitting such information, documents and other materials in an electronic/soft medium that is properly identified in a format acceptable to the recipient to an electronic mail address set forth on Appendix II or at such other electronic mail address as may be designated by any such party in a notice to the other parties. Any such communication, if transmitted by electronic mail, shall be deemed given when confirmation of transmission thereof is received by the transmitter.

(c)Any notice to be given by or on behalf of the HoldCo Borrower to any HoldCo Secured Debt Holder may be sent to the HoldCo Secured Debt Holder Representative that represents such HoldCo Secured Debt Holder.

(d)The HoldCo Intercreditor Agent shall promptly forward to each HoldCo Secured Creditor Representative (other than itself or any Person from whom it received, or which it is aware has received, any such notice, claim, certificate, report, instrument, demand, request, direction, instruction, designation, waiver, receipt, consent or other communication or document) copies of any notice, claim, certificate, report, instrument, demand, request, direction, instruction, designation, waiver, receipt, consent or other communication or document that it receives from any other Person under or in connection with this Agreement.

14.2Failure of Indulgence Not Waiver; Remedies Cumulative

No failure or delay on the part of any HoldCo Secured Party in exercising, and no course of dealing with respect to, any right, power, privilege, or remedy under the HoldCo Secured Credit Documents shall operate as a waiver of or impair any such right, power, privilege or remedy; nor

shall any single or partial exercise of any right, power, privilege, or remedy under the HoldCo Secured Credit Documents preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy thereunder. The rights, powers and remedies expressly provided herein or in any other HoldCo Secured Credit Document are cumulative and not exclusive of any rights, powers or remedies provided by law. No notice to or demand on the HoldCo Borrower in any case shall entitle the HoldCo Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of any HoldCo Secured Party to any other or further action in any circumstances without notice or demand.

14.3Marshalling; Payments Set Aside

Neither the HoldCo Collateral Agent nor any HoldCo Secured Party shall be under any obligation to marshal any assets in favor of the HoldCo Borrower or any other party or against or in payment of any or all of the HoldCo Secured Obligations. To the extent that the HoldCo Collateral Agent or any HoldCo Secured Party receives any payment by or on behalf of the HoldCo Borrower or seeks to enforce any HoldCo Security Interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other Person under any Government Rules or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

14.4Counterparts; Effectiveness

This Agreement may be executed in any number of counterparts and any party to this Agreement may execute this Agreement by signing any such counterpart, each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument. This Agreement shall become effective upon receipt by the HoldCo Intercreditor Agent of executed counterparts thereof by the HoldCo Collateral Agent, the HoldCo Intercreditor Agent (acting on the instructions of the Required HoldCo Secured Parties) and the HoldCo Borrower. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or electronic transmission (including in PDF format) shall be effective as delivery of a manually executed counterpart thereof. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures or the electronic records, 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.

14.5Amendment or Waiver

No provision of this Agreement may be amended, supplemented, modified, or waived, except by a written instrument signed by the HoldCo Collateral Agent, the HoldCo Intercreditor Agent (acting on the instructions of the Required HoldCo Secured Parties) and the HoldCo Borrower. Any waiver and any amendment, supplement or modification made or entered into in accordance

with Article 5, Article 6, Article 7, and this Section 14.5 shall be binding upon each of the HoldCo Secured Parties and the HoldCo Borrower.

14.6Successors and Assigns

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and the other HoldCo Secured Parties and their respective successors and permitted assigns. Any HoldCo Secured Party may transfer, assign or grant all or such relevant part of its rights hereunder in connection with an assignment or transfer of all or any part of its interest in its HoldCo Secured Obligations owed to, or to be performed by, it in accordance with the applicable HoldCo Secured Credit Documents; provided, that each assignee and participant shall be bound by the terms of this Agreement and each applicable HoldCo Secured Credit Document. The HoldCo Secured Debt Holders are intended third party beneficiaries of this Agreement and are bound by its terms.

14.7Waiver 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 HOLDCO SECURED CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) 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 (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER HOLDCO SECURED CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.7.

14.8Severability

If any provision of this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable Government Rule, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired and 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.

14.9Governing Law

THIS AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

14.10Jurisdiction; Service of Process

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 HOLDCO SECURED CREDIT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES 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 OF THE PARTIES 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 HOLDCO SECURED CREDIT 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 HOLDCO SECURED CREDIT DOCUMENT AGAINST THE HOLDCO 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 14.10 TO BE FILED, HEARD OR DETERMINED IN OR BY THE COURTS SPECIFIED THEREIN.

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 HOLDCO SECURED CREDIT DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 14.10. 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.

14.11Service of Process

The HoldCo Borrower 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 14.1.

14.12Immunity

To the extent that the HoldCo 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 HoldCo Borrower hereby irrevocably and unconditionally waives such immunity

in respect of its obligations hereunder and, without limiting the generality of the foregoing, agrees that the waiver set forth in this Section 14.12 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.

14.13Termination

Upon the Discharge Date, this Agreement shall (except as otherwise expressly set out herein) terminate and be of no further force and effect. Upon such termination (as confirmed in writing to the HoldCo Collateral Agent by the HoldCo Intercreditor Agent), the HoldCo Collateral Agent shall, at the HoldCo Borrower’s reasonable request and expense, execute and deliver promptly to the HoldCo Borrower such termination statements and other documentation as shall be required or reasonably requested by the HoldCo Borrower to effect or otherwise evidence the termination and release of the Liens created under the HoldCo Security Documents and the termination of the other HoldCo Collateral Documents.

14.14Captions

The cover page, table of contents, and captions and section headings appearing in this Agreement are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

14.15Termination of Certain Information; Confidentiality

The HoldCo Collateral Agent agrees to maintain the confidentiality of the Information, except that Information may be disclosed: (a) to its Affiliates (including branches) and to its and its Affiliates’ respective directors, officers, employees, agents, advisors, auditors, service providers, 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; (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, under any HoldCo Secured Debt Instrument, or under any HoldCo Collateral Document or any suit, action, or proceeding relating hereto or thereto or the enforcement of rights hereunder or thereunder (including any actual or prospective purchaser of Collateral); (f) to Persons permitted under the terms of any HoldCo Secured Debt Instrument in accordance with the terms thereof; (g) with the consent of the HoldCo Borrower (not to be unreasonably withheld, conditioned or delayed); (h) to any state, federal, or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating the HoldCo Collateral Agent or any of its Affiliates; (i) 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 HoldCo Borrower received by it from the HoldCo Collateral Agent); or (j) to any party providing (and any brokers arranging) any insurance or reinsurance or other direct or indirect credit protection (including credit default swaps) with respect to its HoldCo Secured Debt. For the purposes of this Section 14.15, “Information” means written information that is furnished by or on behalf of the HoldCo Borrower, the HoldCo Pledgor, any JV Equity Owner, or any of their Affiliates to the HoldCo Collateral Agent pursuant to or in connection with any HoldCo Secured Credit Document, relating to the assets and business

of the HoldCo Borrower, the HoldCo Pledgor, any JV Equity Owner, the RG Facility Entities, or any of their Affiliates but does not include any such information that (x) is or becomes generally available to the public other than as a result of a breach by the HoldCo Collateral Agent of its obligations hereunder, (y) is or becomes available to HoldCo Collateral Agent from a source other than the HoldCo Borrower or any of their Affiliates, or (z) is independently compiled by the HoldCo Collateral Agent, 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 14.15 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.

14.16Survival

Notwithstanding anything in this Agreement to the contrary, Section 3.6, Section 10.3, Section 10.4, Section 10.11, Section 11.3, Section 11.4, Section 11.9, Article 12, Article 13, Section 14.1, Section 14.3, Section 14.7, Section 14.9, Section 14.10, Section 14.11, Section 14.15, and this Section 14.16 shall survive any termination of this Agreement. In addition, each representation and warranty made hereunder shall survive the execution and delivery hereof. Such representations and warranties shall be considered to have been relied upon by each of the HoldCo Collateral Agent, the HoldCo Intercreditor Agent, each HoldCo Secured Debt Holder Representative, or any HoldCo Secured Debt Holder, regardless of any investigation made by such Person or on their behalf and shall continue in full force and effect as of the date made or any date referred to herein until the Discharge Date.

[Remainder of page intentionally blank. Signature pages follow.]

WILMINGTON TRUST, NATIONAL ASSOCIATION
as the HoldCo Collateral Agent, the HoldCo Secured Creditor Representative and the HoldCo Collateral Agent

By: /s/ Jeff Marvel

Name: Jeff Marvel
Title: Assistant Vice President

[Signature Page to Collateral and Intercreditor Agreement (HoldCo Financing)]

RIO GRANDE LNG INTERMEDIATE HOLDCO BORROWER, LLC
as the HoldCo Borrower

By: /s/ Matthew Schatzman

Name: Matthew Schatzman
Title: President and Chief Executive Officer

[Signature Page to Collateral and Intercreditor Agreement (HoldCo Financing)]

APPENDIX I

to Collateral and Intercreditor Agreement

DEFINITIONS

“Acceptable Bank” means a bank whose long term unsecured and unguaranteed debt is rated by at least one of S&P, Fitch, or Moody’s and at least one such rating is equal to or better than “A-” by S&P or Fitch or “A3” by Moody’s and has a combined capital and surplus of at least $1,000,000,000.

“Account Deficiency” means, as of any Quarterly Transfer Date, with respect to each HoldCo Debt Service Reserve Account, the positive difference (if any) between (x) the DSRA Reserve Amount of such HoldCo Debt Service Reserve Account on such Quarterly Transfer Date minus (y) the aggregate amount on deposit in the HoldCo Debt Service Reserve Accounts on such Quarterly Transfer Date (giving effect to any DSR LCs credited to such HoldCo Debt Service Reserve Accounts in accordance with Section 9.8(a)(iii)(C)).

“Account Surplus” means, as of any Monthly Transfer Date, with respect to each HoldCo Debt Service Reserve Account, the positive difference (if any) between (x) the aggregate amount on deposit in the HoldCo Debt Service Reserve Accounts on such Monthly Transfer Date (giving effect to (i) any DSR LCs credited to such HoldCo Debt Service Reserve Accounts in accordance with Section 9.8(b)(ii) and (ii) any withdrawals and transfers requested pursuant to Section 9.8(b)(iii) on such Monthly Transfer Date) minus (y) the DSRA Reserve Amount of such HoldCo Debt Service Reserve Account as of such Monthly Transfer Date.

“Additional HoldCo DSRA” means each additional HoldCo Account established pursuant to this Agreement.

“Administrative Decisions” has the meaning assigned to such term in Schedule 1.

“Administrative Expenses” means all costs and expenses paid or payable by the HoldCo Borrower including (a) the fees (other than fees constituting commitment fees, letter of credit fees (including any fronting fee, standby fee or exposure fee payable in respect of any letter of credit) and participation fees), costs and expenses of the HoldCo Secured Parties and (b) Taxes (excluding income Taxes), but excluding payments of Indebtedness and non-cash charges (such as depreciation, amortization or other bookkeeping entries of a similar nature).

“Affiliate” means, with respect to any Person, another Person that directly or indirectly Controls, is under common Control with or is Controlled by, such Person and, if such Person is an individual, any member of the immediate family (including parents, spouse, children and siblings) of such individual and any trust whose principal beneficiary is such individual or one or more members of such immediate family and any Person who is Controlled by any such member or trust. Notwithstanding the foregoing, the definition of “Affiliate” shall not encompass (a) any individual solely by reason of his or her being a director, officer, manager, or employee of any Person or (b) any Person solely by reason of their capacity as a HoldCo Secured Party. The adjective “Affiliated” shall have a correlative meaning.

APPENDIX I

to Collateral and Intercreditor Agreement

“Agreement” has the meaning assigned to such term in the preamble to this Agreement.

“Asset Sale” means any sale, lease (as lessor), license (as licensor), assignment, conveyance, transfer or other disposition or exchange, in one transaction or a series of transactions, of any property of the HoldCo Borrower.

“Asset Sale Proceeds” means, with respect to any Asset Sale (other than any Asset Sale permitted by the HoldCo Financing Documents), the net cash proceeds of such Asset Sale payable to the HoldCo Borrower.

“Authorized Officer” means: (a) with respect to any Person that is a corporation, the chairman, president, senior vice president, vice president, treasurer, assistant treasurer, attorney-in-fact, secretary, assistant secretary, or authorized signatory of such Person, (b) with respect to any Person that is a partnership, the chairman, president, senior vice president, vice president, treasurer, assistant treasurer, attorney-in-fact, secretary, assistant secretary, or authorized signatory of a general partner of such Person, and (c) with respect to any Person that is a limited liability company, the chairman, president, senior vice president, vice president, treasurer, assistant treasurer, attorney-in-fact, secretary, assistant secretary, authorized signatory, the manager, the managing member, or a duly appointed officer of such Person.

“Availability Period” means the period during which HoldCo Secured Debt commitments are available in accordance with any relevant HoldCo Secured Debt Instrument, as further described and/or defined in such HoldCo Secured Debt Instrument.

“Bankruptcy” means, with respect to any Person, the occurrence of any of the following events, conditions or circumstances:

(1)such Person shall file a voluntary petition in bankruptcy or shall be adjudicated as bankrupt or insolvent, or shall file any petition or answer or consent seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under the Bankruptcy Code or any present or future applicable federal, state or other statute or law relating to bankruptcy, insolvency, reorganization or other relief for debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator, or liquidator of such Person or of all or any substantial part of its properties (the term “acquiesce,” as used in this definition, includes the failure to file in a timely manner a petition or motion to vacate or discharge any order, judgment or decree after entry of such order, judgment or decree);

(2)a case or other proceeding shall be commenced against such Person without the consent or acquiescence of such Person seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief with respect to such Person or its debts under the Bankruptcy Code or any present or future applicable federal, state or other statute or law relating to bankruptcy, insolvency, reorganization or other relief for debtors, or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed or unstayed for a period of sixty consecutive days;

(3)a court of competent jurisdiction shall enter an order, judgment, or decree approving a petition filed against such Person seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the Bankruptcy Code, or any other present or future applicable federal, state, or other statute or law relating to bankruptcy, insolvency, reorganization or other relief for debtors, and such Person shall acquiesce

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in the entry of such order, judgment, or decree or such order, judgment or decree shall remain undischarged, unvacated or unstayed for ninety days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator, or liquidator of such Person or of all or any substantial part of its property shall be appointed without the consent or acquiescence of such Person and such appointment shall remain unvacated and unstayed for an aggregate of ninety days (whether or not consecutive);

(4)such Person shall admit in writing its inability to pay its debts as they mature or shall generally not be paying its debts as they become due;

(5)such Person shall make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors;

(6)such Person shall take any corporate or partnership action for the purpose of effecting any of the foregoing; or

(7)an order for relief shall be entered in respect of such Person under the Bankruptcy Code.

“Bankruptcy Code” means 11 U.S.C. § 101 et. seq.

“Bankruptcy Event of Default” means any Event of Default constituting a Bankruptcy of the HoldCo Borrower (including, for the avoidance of doubt, pursuant to Section 9.3 (Bankruptcy) of the BX HoldCo Credit Agreement).

“Breaching Party” has the meaning assigned to such term in Section 9.1(e).

“Breakage Costs” means the aggregate of prepayment indemnities or other similar amounts that will become payable by the HoldCo Borrower in respect of any prepayment under any HoldCo Secured Debt Instruments, or any revocation of a notice of prepayment delivered under any of the foregoing, in each case as further set forth in such HoldCo Secured Debt Instruments.

“Business Day” means any day other than a Saturday, Sunday, or any other day which is a legal holiday or a day on which banking institutions are permitted to be closed in New York, New York.

“BX HoldCo Administrative Agent” has the meaning assigned to such term in the recitals to this Agreement.

“BX HoldCo Credit Agreement” has the meaning assigned to such term in the recitals to this Agreement.

“BX HoldCo DSRA” has the meaning assigned to such term in Section 9.7.

“BX HoldCo Loans” means any loan by a lender to the HoldCo Borrower pursuant to the BX HoldCo Credit Agreement.

“Capital Lease Obligations” means, for any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) Property of such Person to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP (including Statement of Financial Accounting Standards No. 13 of the

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Financial Accounting Standards Board) and, for purposes of this Agreement and any applicable HoldCo Secured Debt Instrument, the amount of such obligations shall be the capitalized amount of such obligations, determined in accordance with GAAP (including such Statement No. 13).

(a)all cash paid to the HoldCo Borrower (in connection with distributions received by the OpCo Borrower) or the OpCo Borrower (in connection with the ownership or operation of the P1 Project); and

“CIA Accession Confirmation” means an CIA Accession Confirmation in substantially the form set forth as Exhibit A, appropriately completed and duly executed and delivered to the HoldCo Collateral Agent by each HoldCo Secured Creditor Representative not a party to this Agreement on the date hereof.

“Closing Date” means June 17, 2026.

“Collateral” means, without duplication:

(1)the Collateral (as defined in the HoldCo Security Agreement);

(2)the Collateral (as defined in the HoldCo Pledge Agreement);

(3)the DSR LC(s); and

(4)all other personal property which is subject, from time to time, to the security interests or Liens granted by the HoldCo Security Documents.

“Collateral Proceeds” means Asset Sale Proceeds and (following any Enforcement Action) any and all other cash, securities and other Property realized from the Collateral (including distributions of Collateral in satisfaction of any HoldCo Secured Obligations).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Consent” means, at any time with respect to any decision, a Person’s agreement, approval, authorization, consent, concurrence, permission, or other sanction, in each case, other than an Administrative Decision.

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“Debtor Relief Laws” means the Bankruptcy Code and any other Government Rule of any jurisdiction, domestic or foreign, relating to liquidation, conservatorship bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or relief of debtors and all other similar Government Rules from time to time in effect.

“Default” means any event or condition which, with the giving of notice, lapse of time or upon a declaration or determination being made (or any combination thereof), would become an event of default under the terms of any HoldCo Secured Debt Instrument. For the elimination of doubt, an event or condition which, with the giving of notice, lapse of time, or upon a declaration or determination being made (or any combination thereof), would become a Project Event of Default shall not be a Default under any HoldCo Financing Document until and unless such event or condition has become a Project Event of Default.

“Designated Voting Party” means, at any time, with respect to any HoldCo Secured Debt Holders, (a) the HoldCo Secured Debt Holder Representative of such HoldCo Secured Debt Holders or (b) such other Person which has been authorized to act as a Designated Voting Party by the HoldCo Secured Debt Holder Representative of such HoldCo Secured Debt Holders in a written notice given to the HoldCo Intercreditor Agent and each other HoldCo Secured Debt Holder Representative.

“Discharge Date” means the date on which:

(5)the HoldCo Collateral Agent, the HoldCo Intercreditor Agent and the HoldCo Secured Creditors shall have received payment in full in cash of all of the HoldCo Secured Obligations and all other amounts owing to the HoldCo Collateral Agent, the HoldCo Intercreditor Agent, the HoldCo Secured Debt Holders and the other HoldCo Secured Parties under the HoldCo Secured Credit Documents (other than HoldCo Secured Obligations thereunder that by their terms survive and with respect to which no claim has been made by the applicable HoldCo Secured Parties);

(6)the HoldCo Commitments shall have terminated, expired or been reduced to zero Dollars;

(7)each letter of credit issued under any HoldCo Secured Debt Instrument shall have been terminated or cancelled and returned to the applicable issuing bank; and

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(8)each HoldCo Secured IR Hedge Agreement, if any, shall have terminated or expired.

“Distribution Account” means each account designated by the HoldCo Borrower from time to time, in writing to the HoldCo Collateral Agent and the HoldCo Account Bank, as a “Distribution Account” for purposes of this Agreement as described in Section 9.8(c).

“Distribution Release Conditions” means the satisfaction or waiver of conditions to Distributions set forth in the BX HoldCo Credit Agreement and each other HoldCo Secured Debt Instrument.

“Distributions” means:

(a)any dividend or other distribution by the HoldCo Borrower (in cash, property of the HoldCo Borrower, securities, obligations, or other property) on, or other dividends or distributions on account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement or other acquisition by the HoldCo Borrower of, any portion of any Equity Interest in the HoldCo Borrower; and

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

“DSR LC” means an irrevocable, standby letter of credit issued by an Acceptable Bank that (a) includes an expiration date no earlier than 364 days following its issuance date and (b) allows the HoldCo Collateral Agent to make a drawdown of up to the full stated amount in each of the circumstances permitted under this Agreement.

“DSRA Reserve Amount” means, as of any date, in respect of each HoldCo Debt Service Reserve Account, an amount equal to the required funding of such HoldCo Debt Service Reserve Account pursuant to the HoldCo Secured Debt Instrument governing the HoldCo Secured Debt for which such HoldCo Debt Service Reserve Account was established.

“Enforcement Action” means (a) the enforcement of any Lien granted pursuant to any HoldCo Security Document, (b) any other legal, equitable or other remedial action specifically provided for under this Agreement, the HoldCo Security Documents, or any other HoldCo Secured Credit Document, (c) any other action available under applicable law with respect to the enforcement of any HoldCo Security Interest, or (d) any other remedy available to creditors under applicable Government Rule.

“Environmental Claim” has the meaning assigned to such term in the Definitions Agreement.

“Environmental Law” has the meaning assigned to such term in the Definitions Agreement.

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“Equity Interests” means, with respect to any Person, any of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options, or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination, in each such case including all voting rights and economic rights related thereto.

“Equity Owners” means any direct or indirect holders of Equity Interests of the OpCo Borrower.

“Event of Default” means any event, circumstance, occurrence or condition that constitutes an event of default, termination event or acceleration event under the terms of any HoldCo Secured Debt Instrument.

“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant of such Loan Party of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Loan Party or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Fitch” means Fitch Ratings, Ltd., or any successor to the rating agency business thereof.

“FSD Accrual Amount” means, as of any Monthly Transfer Date, the aggregate amount of HoldCo Secured Debt scheduled to become due and payable on or before the next Quarterly Payment Date, taking into account, with respect to interest, the amount of interest that would accrue on the aggregate principal amount of HoldCo Secured Debt outstanding for the covered period (and is not required to be paid on or prior to such Monthly Transfer Date) and only such interest amount after giving effect to any HoldCo Secured IR Hedge Agreement then in effect (which for the period prior to the first Monthly Transfer Date on which a principal installment in respect of HoldCo Secured Debt is scheduled to become due and payable, will be deemed for the purposes of calculating the principal component of HoldCo Secured Debt to be the Monthly Transfer Date on which the first principal installment is scheduled to become due and payable), in each case as such amounts are adjusted from time to time to reflect reductions in future debt service following prepayments; provided, that (a) HoldCo Secured Debt projected to be due and payable for purposes of this calculation will not include (i) any voluntary or mandatory prepayment, (ii) commitment fees, upfront fees, original issue discount, arrangement fees and letter of credit fees, or (iii) interest in respect of HoldCo Secured Debt net of amounts under any HoldCo Secured IR Hedge Agreement or HoldCo IR Hedge Termination Amounts and (b) for purposes of the calculation of the scheduled principal payments of the HoldCo Secured Debt, any final balloon or bullet payment of HoldCo Secured Debt will not be taken into account and instead only the equivalent of the principal payment on the immediately preceding Monthly Transfer Date prior to such balloon or bullet payment will be taken into account.

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“GAAP” has the meaning assigned to such term in the Definitions Agreement.

“Government Authority” means any supra-national, federal, state, or local government or political subdivision thereof or quasi-government or other entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government (including any central bank) and having jurisdiction over the Person or matters in question.

“Government Rule” means any statute, law, regulation, ordinance, rule, judgment, order, decree, directive, requirement of, or other governmental restriction, or any similar binding form of decision of or determination by, or any interpretation or administration of any of the foregoing by, any Government Authority, including all common law, which is applicable to any Person, whether now or hereafter in effect.

“Hedge Agreement” means any agreement in respect of any interest rate, swap, forward rate transaction, commodity swap, commodity option, commodity future, interest rate option, interest rate or commodity cap, interest rate or commodity collar transaction, currency swap agreement, currency future, or option contract, or other similar agreements providing for any swap, cap, collar, put, call, floor, future, option, forward, or other similar transaction or arrangement (or any combination of the foregoing), in each case settled by reference to one or more rates, currencies, commodities, prices or indices, whether entered into for the purposes of hedging or mitigating risk associated with a Person’s business operations or for speculative purposes.

“Hedging Default” means the occurrence of an “Event of Default,” “Termination Event,” or “Additional Termination Event,” as defined in the relevant HoldCo Secured IR Hedge Agreement following the expiration of any applicable cure period set forth therein.

“HoldCo Account Bank” means JPMorgan Chase Bank, N.A. or any other bank or financial institution that is party to a HoldCo Control Agreement.

“HoldCo Accounts” means each of the non-interest bearing demand deposit accounts of the HoldCo Borrower established and maintained by the HoldCo Account Bank pursuant to the HoldCo Control Agreement.

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“HoldCo Borrower” has the meaning assigned to such term in the preamble to this Agreement.

“HoldCo Collateral Agent” has the meaning assigned to such term in the preamble to this Agreement.

“HoldCo Collateral Documents” means this Agreement and each HoldCo Security Document.

“HoldCo Control Agreement” means, with respect to the HoldCo Accounts, one or more control agreements entered into by the HoldCo Borrower, the HoldCo Collateral Agent, and the HoldCo Account Bank, which is sufficient to establish the HoldCo Collateral Agent’s control pursuant to Section 9-104 of the UCC over such account, in a form reasonably satisfactory to the HoldCo Collateral Agent.

“HoldCo Debt Service Reserve Account” means the BX HoldCo DSRA and each Additional HoldCo DSRA.

“HoldCo Financing Documents” means each of (a) this Agreement, (b) each HoldCo Secured Debt Instrument, (c) each HoldCo Secured IR Hedge Agreement, if any, (d) each HoldCo Security Document, (e) the other financing and security agreements, documents, and instruments delivered in connection with this Agreement, and (f) each other document designated as a HoldCo Financing Document by the HoldCo Borrower on the one hand and the HoldCo Intercreditor Agent on the other hand.

“HoldCo Intercreditor Agent” has the meaning assigned to such term in the preamble to this Agreement.

“HoldCo IR Hedge Termination Amount” means, in respect of any HoldCo Secured IR Hedge Agreement, the amount payable pursuant to Section 6(e) of the 2002 ISDA® Master Agreement and any related fees, costs, expenses, and other amounts in connection therewith.

“HoldCo Pledge Agreement” means the Pledge Agreement, dated as of June 17, 2026, by and between the HoldCo Pledgor and the HoldCo Collateral Agent.

“HoldCo Pledgor” has the meaning assigned to such term in the recitals to this Agreement.

“HoldCo Revenue Account” has the meaning assigned to such term in Section 9.7.

“HoldCo Secured Credit Document” means each HoldCo Financing Document and each other HoldCo Secured Debt Instrument.

“HoldCo Secured Creditor” means any HoldCo Secured Debt Holder and any HoldCo Secured IR Hedge Counterparty, if any.

“HoldCo Secured Creditor Representative” means (a) with respect to the HoldCo Secured Debt under any HoldCo Secured Debt Instrument, the applicable HoldCo Secured Debt Holder Representative and (b) with respect to the HoldCo Secured Obligations arising under any HoldCo Secured IR Hedge Agreement, if any, the relevant HoldCo Secured IR Hedge Counterparty, on its own behalf.

“HoldCo Secured Debt” means all: (a) the BX HoldCo Loans, (b) Replacement Debt, (c) Relevering Debt, and (d) Supplemental Debt.

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“HoldCo Secured Debt Commitments” means, at any time, the aggregate of any principal amount that HoldCo Secured Debt Holders are committed to disburse or stated amount of letters of credit that HoldCo Secured Debt Holders are required to issue, in each case under any HoldCo Secured Debt Instrument

“HoldCo Secured Debt Holder” means each holder that has extended principal of, or commitments in respect of, HoldCo Secured Debt, including the issuing bank of any letter of credit (and participants therein, if any) if drawings thereupon would constitute HoldCo Secured Debt, and each of their respective agents and trustees.

“HoldCo Secured Debt Holder Representatives” means (a) with respect to the BX HoldCo Loans, the BX HoldCo Administrative Agent and (b) each other agent, trustee, or similar representative of a group of HoldCo Secured Debt Holders that is appointed under and designated as such under a HoldCo Secured Debt Instrument.

“HoldCo Secured Debt Instrument” means, at any time, each agreement governing HoldCo Secured Debt.

“HoldCo Secured IR DCH Confirmation” means each deal-contingent hedge confirmation entered into by the HoldCo Borrower in connection with any incurrence of HoldCo Secured Debt.

“HoldCo Secured IR Hedge Agreement” means, collectively, (a) each 2002 ISDA® Master Agreement, if any, entered into between the HoldCo Borrower and a Qualifying Counterparty with respect to a HoldCo Secured IR Hedge Transaction, the schedule thereto, and each HoldCo Secured IR Hedge Confirmation thereunder and (b) until such time as the HoldCo Borrower have entered into the related 2002 ISDA® Master Agreement and schedule thereto in accordance with the terms thereof, each HoldCo Secured IR DCH Confirmation, if any.

“HoldCo Secured IR Hedge Confirmation” means a “Confirmation” (as defined in the Swap Definitions) evidencing a HoldCo Secured IR Hedge Transaction, if any.

“HoldCo Secured IR Hedge Counterparty” means (a) any Qualifying Counterparty that is party to any HoldCo Secured IR Hedge Transaction with the HoldCo Borrower pursuant to any HoldCo Secured IR Hedge Agreement, if any, and (b) until such time as the HoldCo Borrower have entered into the related 2002 ISDA® Master Agreement and schedule thereto in accordance with the terms of a HoldCo Secured IR DCH Confirmation, any Qualifying Counterparty that is party to any HoldCo Secured IR DCH Confirmation, if any.

“HoldCo Secured IR Hedge Obligations” means the Indebtedness under each HoldCo Secured IR Hedge Agreement, if any, that is secured by a HoldCo Security Interest in the Collateral pursuant to the HoldCo Security Documents.

“HoldCo Secured IR Hedge Transaction” means each “Swap Transaction” (as defined in the Swap Definitions) constituting an interest rate swap, cap or collar entered into in accordance with the HoldCo Secured Credit Documents.

“HoldCo Secured Obligations” means, collectively, (a) all Indebtedness, HoldCo Secured Debt, HoldCo Secured IR Hedge Obligations, advances, debts, liabilities (including any indemnification or other obligations that survive the termination of the HoldCo Secured Credit Documents and any obligations to reimburse amounts advanced by the HoldCo Collateral Agent or any HoldCo Secured Party in order to preserve the Collateral or preserve the security interest of the HoldCo Secured Parties in the Collateral),

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and all other obligations, howsoever arising (including Guarantee obligations and obligations under fee letters), in each case, owed by the HoldCo Borrower to the HoldCo 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 HoldCo Secured Credit Documents or any related documents referenced therein and (b) in the event of any proceeding for the collection or enforcement of the obligations described in clause (a) above, after an Event of Default shall have occurred and be continuing and any HoldCo Secured Debt has been accelerated pursuant to the applicable HoldCo Secured Debt Instrument, 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 the HoldCo Secured Parties of their rights under the HoldCo Security Documents, together with any necessary attorneys’ fees and court costs (other than in each case under clauses (a) and (b), Excluded Swap Obligations).

“HoldCo Secured Party” means each HoldCo Secured Creditor, the HoldCo Intercreditor Agent, the HoldCo Collateral Agent, and the HoldCo Account Bank.

“HoldCo Security Agreement” means the HoldCo Security Agreement, dated as of June 17, 2026, by and between the HoldCo Borrower and the HoldCo Collateral Agent.

“HoldCo Security Documents” means, collectively, the HoldCo Security Agreement, the HoldCo Pledge Agreement, and the HoldCo Control Agreement, together with the associated UCC financing statements.

“HoldCo Security Interest” means the security interest created, or purported to be created, in favor of the HoldCo Collateral Agent, for the benefit of the HoldCo Secured Parties, pursuant to the HoldCo Security Documents.

“Indebtedness” of any Person means, without duplication:

(a)all obligations of such Person for borrowed money;

(b)all obligations of such Person evidenced by bonds, debentures, notes, loan agreements, or similar instruments;

(c)all obligations of such Person upon which interest charges are customarily paid;

(d)all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property or are otherwise limited in recourse);

(e)all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business);

(f)all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed;

(g)all Guarantees by such Person of Indebtedness of others;

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(h)all Capital Lease Obligations of such Person;

(i)all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit (including standby and commercial), bank guaranties, surety bonds, letters of guaranty, and similar instruments;

(j)all obligations of such Person in respect of any Hedge Agreement;

(k)all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances; and

(l)all obligations of such Person to purchase, redeem, retire, defease, or otherwise make any payment in respect of any Equity Interests of such Person or any other Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends.

The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnitee” has the meaning assigned to such term in Section 12.2.

“Information” has the meaning assigned to such term in Section 14.15.

“Initiating Percentage” means the Designated Voting Parties representing the following:

(1)in the case of any Payment Event of Default, (i) 66.7% of the HoldCo Secured Debt until (and including) thirty days following the occurrence of the Payment Event of Default or the declaration thereof, as the case may be, (ii) 50% of the HoldCo Secured Debt from 31 days and until (and including) 120 days following the occurrence of the Payment Event of Default or the declaration thereof, as the case may be, and (iii) any percentage of the HoldCo Secured Debt from 121 days following the Payment Event of Default or the declaration thereof, as the case may be;

(2)in the case of any Bankruptcy Event of Default, 25% of the HoldCo Secured Debt; and

(3)in the case of any other Event of Default (other than a Payment Event of Default or a Bankruptcy Event of Default), (i) 66.7% of the HoldCo Secured Debt until (and including) thirty days following the occurrence of the Event of Default or the declaration thereof, as the case may be, (ii) 50% of the HoldCo Secured Debt from 31 days and until (and including) 180 days following the occurrence of the Event of Default or the declaration thereof, as the case may be, and (iii) the lesser of $100,000,000 or 5% of the HoldCo Secured Debt from 181 days following the Event of Default or the declaration thereof, as the case may be.

“Intercreditor Vote” means, at any time, a vote conducted in accordance with the procedures set out in Article 5 among the Designated Voting Parties entitled to vote with respect to the particular decision at issue at such time.

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“JV Equity Owners” means any direct or indirect holders of Equity Interests in the P1 JVCo.

“Lien” means, with respect to any Property of any Person, any mortgage, pledge, hypothecation, assignment, encumbrance, bailment, lien, privilege, preference, priority, or other security interest, including any sale-leaseback arrangement, any conditional sale, other title retention agreement, tax lien, lien (statutory or otherwise), easement or right of way in respect of such Property of such Person. For purposes of the HoldCo Secured Credit Documents, a Person shall be deemed to own subject to a Lien any Property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement (other than an operating lease) relating to such Property.

“Loan Parties” means the HoldCo Borrower and the HoldCo Pledgor.

“Mandatory Prepayment Portion” means, in respect of any Specified Mandatory Prepayment Proceeds or the net proceeds of Replacement Debt required to be applied to the mandatory prepayment of principal of HoldCo Secured Debt or the cash collateralization of letters of credit in accordance with the relevant HoldCo Secured Debt Instruments, the interpolated prepayment amount that, when added to (a) any Breakage Costs resulting from such prepayment (if such prepayment is not made on a Quarterly Payment Date), (b) interest and fees accrued and payable in respect of such prepayment and any make whole amount or other premium required to be paid under the terms of the applicable HoldCo Secured Debt Instrument in connection with such prepayment, and (c) an amount equal to 105% of the interpolated HoldCo IR Hedge Termination Amounts reasonably projected as of such date of prepayment to be payable by the HoldCo Borrower as a result of the early termination of any HoldCo Secured IR Hedge Agreement in connection with any such prepayment with respect to HoldCo Secured IR Hedge Agreements required or permitted to be terminated in accordance with any HoldCo Secured Debt Instrument, equals the net amount of the relevant Specified Mandatory Prepayment Proceeds or net proceeds of Replacement Debt available for such purpose in accordance with such HoldCo Secured Debt Instrument, as applicable.

“Material Adverse Effect” means a material adverse effect on: (a) the financial condition and results of operations of the HoldCo Borrower and their Controlled Subsidiaries, taken as a whole, (b) the ability of the HoldCo Borrower, taken as a whole, to fully and timely perform and comply with their payment and other material obligations under any HoldCo Secured Debt Instrument, or (c) the security interests of the HoldCo Secured Parties, taken as a whole.

“Modification” means, with respect to any HoldCo Secured Credit Document, any amendment, restatement, supplement, Waiver or other modification or variation of the terms and provisions thereof. The verb “Modify” shall have a correlative meaning.

“Monthly Amount Fraction” means, as of any Monthly Transfer Date, a fraction, (a) the numerator of which is the number of Monthly Transfer Dates that have elapsed since (but excluding) the immediately preceding date on which principal or interest was scheduled to be paid on such Indebtedness to (and including) the Monthly Transfer Date as of which such calculation is being made and (b) the denominator of which is the number of Monthly Transfer Dates in the period from (but excluding) such preceding date on which principal or interest was scheduled to be paid on such Indebtedness and ending on (and including) the next succeeding date on which such principal or interest is scheduled to be due and payable.

“Monthly Transfer Date” means the last Business Day of each calendar month.

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“Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency business thereof.

“Non-Breaching Parties” has the meaning assigned to such term in Section 9.1(e).

“Non-Recourse Party” has the meaning assigned to such term in Section 13.

“Notice of Default” has the meaning assigned to such term in Section 7.1.

“Offsetting Transaction” means an interest rate swap transaction under a HoldCo Secured IR Hedge Agreement that offsets another interest rate swap transaction entered into under the same HoldCo Secured IR Hedge Agreement.

“OpCo Borrower” means Rio Grande LNG, LLC, a Texas limited liability company.

“OpCo Pledgor” means Rio Grande LNG Holdings, LLC, a Delaware limited liability company.

“Ordinary Course Settlement Payments” means all regularly scheduled payments under any HoldCo Secured IR Hedge Agreement with a HoldCo Secured IR Hedge Counterparty from time to time, calculated in accordance with the terms of such HoldCo Secured IR Hedge Agreement, but excluding, for the avoidance of doubt, any HoldCo IR Hedge Termination Amounts.

“P1 Financing Documents” means the “P1 Financing Documents” as defined in the P1 Common Terms Agreement.

“P1 JVCo” means Rio Grande LNG Intermediate Holdings, LLC, a Delaware limited liability company.

“P1 Project” means the “Project” as defined in the P1 Financing Documents.

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“Payment Event of Default” means any Event of Default arising under any HoldCo Secured Credit Document constituting a failure by the HoldCo Borrower to pay HoldCo Secured Debt when due, including, for the avoidance of doubt, Section 9.1 (Non-Payment of HoldCo Secured Obligations) of the BX HoldCo Credit Agreement, other than for non-payment of amounts that become or are declared due and payable upon acceleration solely as a result of an Event of Default other than the Events of Default specified in this definition.

“Permitted Liens” has the meaning assigned to such term in Section 3.8.

“Permitted Priority Liens” means Permitted Liens that pursuant to Government Rules, are entitled to the same or a higher priority than the Liens granted for the benefit of the HoldCo Collateral Agent under the HoldCo Security Documents.

“Permitted Remedies” means, with respect to any HoldCo Secured Debt Instrument, (a) to declare Events of Default under such HoldCo Secured Debt Instrument, (b) to have any Event of Default related to Bankruptcy become effective, with or without declaration, (c) to cancel or terminate any available commitments under such HoldCo Secured Debt Instrument, (d) to declare all or any portion of the HoldCo Secured Obligations under such HoldCo Secured Debt Instrument to be due and payable, and (e) to Waive or otherwise rescind or revoke any action referred to in clauses (a) through (d) for purposes of such HoldCo Secured Debt Instrument at any time prior to issuing a Remedies Initiation Notice with respect to such Event of Default.

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, or Government Authority.

“Project Event of Default” means an “Event of Default” as defined in the P1 Intercreditor Agreement.

“Project Extraordinary Distributions” means “Extraordinary Distributions” as defined in the P1 Financing Documents.

“Project Financing Entities” means the OpCo Pledgor and the OpCo Borrower.

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal, mixed, movable, immovable, corporeal or incorporeal and whether tangible or intangible.

“Proposed Remedies” has the meaning assigned to such term in Section 7.3(a).

“Qualifying Counterparty” means:

(4)(i) any lender under and as defined in HoldCo Secured Debt Instrument, and (ii) any Affiliate of any Person referred to in the foregoing clause (i); and

(5)any Person that, as of the execution or assignment of any HoldCo Secured IR Hedge Transactions, if any, has a credit rating (or a guaranty from a person with a credit rating) of at least “BBB+” (or the then-equivalent rating) by S&P or Fitch and “Baa1” (or the then equivalent rating) by Moody’s;

(6)provided, in each case, that such Person is either a party to this Agreement on the date hereof or has entered into a CIA Accession Confirmation.

APPENDIX I

to Collateral and Intercreditor Agreement

“Quarterly Payment Date” means “Quarterly Payment Date” as defined in the P1 Common Terms Agreement.

“Quarterly Transfer Date” means each Monthly Transfer Date occurring during the same calendar month as any Quarterly Payment Date.

“Relevering Debt” means Indebtedness incurred by the HoldCo Borrower, the proceeds of which may be distributed by the HoldCo Borrower, contributed to any Project Financing Entity, deposited into the HoldCo Revenue Account, or used to pay premiums, fees, costs (including any incremental carrying costs of such Relevering Debt), expenses and reserves (including any incremental increase in any DSRA Reserve Amounts resulting from the incurrence of such Relevering Debt and for interest during construction) associated with arranging, issuing, and incurring such Relevering Debt, or used to fund HoldCo IR Hedge Termination Amounts.

“Remedies Commencement Date” has the meaning assigned to such term in Section 7.3(a).

“Remedies Initiation Notice” has the meaning assigned to such term in Section 7.3(a).

“Remedies Instruction” has the meaning assigned to such term in Section 7.4(a).

“Replacement Debt” means Indebtedness incurred by the HoldCo Borrower, the proceeds of which are applied to refinance (by substantially concurrently repaying such Indebtedness or terminating commitments thereunder), in whole or in part, any then-outstanding Indebtedness of the HoldCo Borrower (including any prior Replacement Debt), pay all premiums, fees, costs (including any incremental carrying costs of such Replacement Debt), expenses and reserves (including any incremental increase in any DSRA Reserve Amounts resulting from the incurrence of such Replacement Debt and for interest on such Replacement Debt) associated with arranging, issuing, and incurring such Replacement Debt, payment of HoldCo IR Hedge Termination Amounts, and payment of all interest, premiums, fees, costs, expenses, and any other amounts required to be paid to the HoldCo Secured Debt Holders being prepaid with the proceeds of the Replacement Debt.

“Required HoldCo Secured Parties” means:

(7)in respect of any Modifications, Consents and Waivers of and under HoldCo Collateral Documents, each of the HoldCo Secured Debt Holder Representatives in accordance with Section 6.3;

(8)subject to clause (a) above, in respect of the exercise of any remedies upon an Event of Default, the HoldCo Secured Parties determined in accordance with Article 7; and

(9)in respect of the removal of the HoldCo Intercreditor Agent or the HoldCo Collateral Agent or the appointment of a successor HoldCo Intercreditor Agent or HoldCo Collateral Agent, each of the HoldCo Secured Debt Holder Representatives.

(10)“RG Facility Entities” means, collectively, Rio Grande LNG Common Facilities LLC, Grande LNG LandCo LLC, and Grande LNG InsuranceCo LLC.

APPENDIX I

to Collateral and Intercreditor Agreement

(11)“Rio Grande Facility” has the meaning assigned to such term in the Definitions Agreement.

(12)“S&P” means S&P Global Ratings, or any successor to the rating agency business thereof.

“Specified Mandatory Prepayment Proceeds” means (a) Loss Proceeds to the extent actually received by the HoldCo Borrower from the OpCo Borrower or any Project Financing Entity (other than any such Loss Proceeds that are the proceeds of Project Extraordinary Distributions), (b) “Asset Sale Proceeds” (as defined in the P1 Financing Documents) to the extent actually received by the HoldCo Borrower from the OpCo Borrower or any Project Financing Entity, (c) any Asset Sale Proceeds, and (c) Performance Liquidated Damages to the extent actually received by the HoldCo Borrower from the OpCo Borrower or any Project Financing Entity (other than any such Performance Liquidated Damages that are the proceeds of Project Extraordinary Distributions).

“Sponsor” means NextDecade LNG, LLC.

“Supplemental Debt” means Indebtedness incurred by the HoldCo Borrower, the proceeds of which may be contributed to any Project Financing Entity, deposited into the HoldCo Revenue Account, used to pay Administrative Expenses, or used to pay premiums, fees, costs (including any incremental carrying costs of such Supplemental Debt), expenses and reserves (including any incremental increase in any DSRA Reserve Amounts resulting from the incurrence of such Supplemental Debt and for interest on such Supplemental Debt) associated with arranging, issuing, and incurring such Supplemental Debt, and HoldCo IR Hedge Termination Amounts.

“Swap Definitions” means, collectively the 2006 ISDA® Definitions and the 2021 ISDA® Interest Rate Derivatives Definitions, as published by the International Swaps and Derivatives Association, Inc (“ISDA”).

“Swap Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act or the regulations thereunder.

“Tax Distributions” means an amount sufficient to allow the direct or indirect members of the HoldCo Borrower to pay their estimated and final federal tax liabilities (based on the highest, then applicable, federal tax rate for individuals (or corporations, if higher) resident in New York, New York) deemed to arise from the net federal taxable income relating to the operations of the HoldCo Borrower and its subsidiaries.

“Total Votes” means the total number of votes of all HoldCo Secured Debt determined pursuant to Section 5.2.

“Transfer Date” means each date on which the HoldCo Borrower withdraws and transfers any amounts from any HoldCo Account.

APPENDIX I

to Collateral and Intercreditor Agreement

any or all of the perfection or priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of provisions relating to such perfection or priority and for purposes of definitions related to such provisions.

“Waiver” means, with respect to any particular conduct, event or other circumstance, any change to an obligation of any Person under any HoldCo Financing Document requiring the Consent of one or more HoldCo Secured Parties, which Consent has the effect of waiving, excusing, or accepting or approving changed performance of, or non-compliance with, such obligation or any Default or Event of Default with respect thereto to the extent relating to such conduct, event or circumstance. The verb “Waive” shall have a correlative meaning.

SCHEDULE 1

to Collateral and Intercreditor Agreement

ADMINISTRATIVE DECISIONS

As used in this Agreement, the term “Administrative Decisions” shall mean decisions, determinations, approvals, consents, and confirmations of a routine, administrative, or immaterial nature that are specified in this Agreement or the other HoldCo Collateral Documents to be made by (or at the instructions of) the HoldCo Intercreditor Agent or the HoldCo Collateral Agent (acting at the direction of the HoldCo Intercreditor Agent), whether or not such Administrative Decision is specifically designated as such. Administrative Decisions include, but are not limited to the following:

(a)approval of periodic reports, budgets, and other items delivered on a periodic basis;

(b)routine determinations not involving a significant exercise of discretion;

(c)routine determinations as to the compliance with the requirements of the HoldCo Secured Credit Documents and of agreements, certificates, and other similar items required to be delivered under the terms of the HoldCo Secured Credit Documents;

(d)Modifications of this Agreement, the other HoldCo Collateral Documents of a technical or administrative nature or to correct any defects, ambiguities, manifest errors, or inconsistencies therein;

(e)any decisions specifically designated as such;

(f)approval of forms of documents that the HoldCo Intercreditor Agent, the HoldCo Collateral Agent, or the HoldCo Account Bank is authorized to approve; and

(g)authorization by the HoldCo Intercreditor Agent or the HoldCo Collateral Agent to any other party to take any of the foregoing actions or make any of the foregoing decisions.

Schedule 1 - 1

Document

Exhibit 10.6

PLEDGE AGREEMENT

dated as of June 17, 2026

between

RIO GRANDE LNG INTERMEDIATE HOLDCO PLEDGOR, LLC,

as the HoldCo Pledgor,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the HoldCo Collateral Agent

TABLE OF CONTENTS

Section 1.1 Defined Terms 1

Section 1.2 Collateral and Intercreditor Agreement and UCC Definitions 2

Section 1.3 Rules of Interpretation 2

Article II

PLEDGE AND GRANT OF SECURITY INTEREST 2

Section 2.1 Granting Clause 2

Section 2.2 Retention of Certain Rights 3

Section 2.3 Obligations Unconditional 4

Section 2.4 Excluded Swap Obligations 5

Article III

EVENTS OF DEFAULT 5

Section 3.1 Events of Default 5

Article IV

REPRESENTATIONS AND WARRANTIES 6

Section 4.1 Representations and Warranties 6

Article V

COVENANTS OF THE HOLDCO PLEDGOR 8

Section 5.1 Covenants of the HoldCo Pledgor 8

Article VI

REMEDIES UPON AN EVENT OF DEFAULT 10

Section 6.1 Remedies Upon an Event of Default 10

Section 6.2 Minimum Notice Period 12

Section 6.3 Sale of Collateral 12

Section 6.4 Actions Taken by the HoldCo Collateral Agent 13

Section 6.5 Private Sales 13

Section 6.6 Compliance With Limitations and Restrictions 13

Section 6.7 No Impairment of Remedies 13

Article VII

FURTHER ASSURANCES 13

Section 7.1 Attorney-in-Fact 13

Section 7.2 Delivery of Collateral; Proxy 14

Section 7.3 Waiver of Transfer Restrictions 14

Section 7.4 Foreclosure 14

Section 7.5 Waiver of Rights of Subrogation 15

Section 7.6 Application of Proceeds 15

Section 7.7 Limitation on Duty of the HoldCo Collateral Agent with Respect to the Collateral 15

Section 7.8 Termination/Release of Security Interest 15

Article VIII

MISCELLANEOUS 16

Section 8.1 Amendments, Etc. 16

Section 8.2 Applicable Law; Jurisdiction; Etc. 16

Section 8.3 Counterparts; Effectiveness 17

Section 8.4 Delay Not Waiver; Separate Causes of Action; Cumulative Remedies 17

Section 8.5 Entire Agreement 18

Section 8.6 Expenses 18

Section 8.7 Notices and Communications 18

Section 8.8 Benefits of Agreement 18

Section 8.9 Notice of Collateral and Intercreditor Agreement 18

Section 8.10 Severability 19

Section 8.11 Successions and Assignments 19

Section 8.12 Survival of Provisions 19

Section 8.13 Waiver of Litigation Payments 19

Section 8.14 Reinstatement 19

Section 8.15 No Recourse 19

Section 8.16 HoldCo Collateral Agent Rights 20

EXHIBITS AND SCHEDULES

Exhibit A - Irrevocable Proxy

Exhibit B - Transfer Document

Schedule I - Security Filings

Schedule II - Description of Pledged Equity Interests

Schedule III - Address for Notices

Schedule 4.1 - HoldCo Pledgor’s Prior Locations and Legal Names

ii|

PLEDGE AGREEMENT

This PLEDGE AGREEMENT, dated as of June 17, 2026 (this “Agreement”), is entered into by and between RIO GRANDE LNG INTERMEDIATE HOLDCO PLEDGOR, LLC, a limited liability company organized under the laws of the State of Delaware (the “HoldCo Pledgor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent (the “HoldCo Collateral Agent”) for the HoldCo Secured Parties.

RECITALS

WHEREAS, the HoldCo Borrower has entered into a Collateral and Intercreditor Agreement, dated as of the date hereof (the “Collateral and Intercreditor Agreement”), among the HoldCo Borrower, the HoldCo Collateral Agent, MUFG Bank, Ltd., as the HoldCo Intercreditor Agent, and each of the HoldCo Secured Creditor Representatives from time to time party thereto, pursuant to which, among other things, the HoldCo Collateral Agent will hold (for and on behalf of the HoldCo Secured Parties) the Liens on, and apply the proceeds of, the Collateral;

WHEREAS, the HoldCo Pledgor is the sole member and owns 100% of the Equity Interests of the HoldCo Borrower; and

WHEREAS, it is a requirement of the Collateral and Intercreditor Agreement that the HoldCo Pledgor enter into this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article I

DEFINITIONS

Section 1.1Defined Terms. The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall have the following meanings:

“Agreement” has the meaning set forth in the preamble.

“Collateral” has the meaning set forth in Section 2.1.

“Collateral and Intercreditor Agreement” has the meaning set forth in the recitals.

“Contest” means, with respect to any Person, with respect to any Taxes or any Lien imposed on Property of such Person (or the related underlying claim for labor, material, supplies or services) by any Government Authority for Taxes (a “Subject Claim”), a contest of the amount, validity or application, in whole or in part, of such Subject Claim pursued in good faith and by appropriate legal, administrative or other proceedings diligently conducted so long as appropriate reserves have been established with respect to any such Subject Claim.

“HoldCo Borrower” means Rio Grande LNG Intermediate HoldCo Borrower, LLC, a limited liability company organized under the laws of the State of Delaware.

“HoldCo Collateral Agent” has the meaning set forth in the preamble.

“HoldCo Pledgor” has the meaning set forth in the preamble.

“Organic Document” means, with respect to any Person that is a corporation, its certificate of incorporation, its by-laws and all shareholder agreements, voting trusts, and similar arrangements applicable to any of its authorized shares of capital stock, with respect to any Person that is a limited liability company, its certificate of formation or articles of organization and its limited liability company agreement, and, with respect to any Person that is a partnership or limited partnership, its certificate of partnership and its partnership agreement.

“Permitted Equity Liens” means (a) Permitted Priority Liens, (b) Liens for taxes not yet delinquent or which are being contested in good faith and by appropriate proceedings in relation to which appropriate reserves are maintained and liens for customs duties that have been deferred in accordance with the laws of any applicable jurisdiction, (c) Liens in favor, or for the benefit, of the HoldCo Secured Parties created pursuant to the HoldCo Collateral Documents, and (d) restrictions on transfer under any Government Rules relating to securities.

“Pledged Equity Interests” has the meaning set forth in Section 2.1(a)(i).

“Trigger Event Period” means any period during which there is an Event of Default that has occurred and is continuing and the HoldCo Collateral Agent is exercising remedies at the direction of the HoldCo Intercreditor Agent pursuant to Section 7.4 (Exercise of Remedies) of the Collateral and Intercreditor Agreement.

Section 1.2Collateral and Intercreditor Agreement and UCC Definitions. Unless otherwise defined herein or unless the context otherwise requires, all capitalized terms used in this Agreement, including its preamble and recitals, shall have the meanings provided in the Collateral and Intercreditor Agreement. To the extent not defined herein or in the Collateral and Intercreditor Agreement, other terms defined in Article 8 or Article 9 of the UCC shall have the same meaning when used herein.

Section 1.3Rules of Interpretation. Unless the context otherwise requires, and except as otherwise provided in this Agreement, the principles of interpretation and construction set forth in Section 1.2 (Principles of Interpretation) of the Collateral and Intercreditor Agreement shall apply to this Agreement, mutatis mutandis.

Article II

PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.1Granting Clause.

(a)To secure the timely payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance in full of the HoldCo Secured Obligations, the HoldCo Pledgor hereby collaterally assigns, grants, and pledges to the HoldCo Collateral Agent, for the benefit of the HoldCo Secured Parties, a continuing security interest and Lien in all the right, title, and interest of the HoldCo Pledgor, now owned or at any time hereafter existing or acquired by the HoldCo Pledgor, in, to, or under any and all of the following (other than as

expressly excluded pursuant to the proviso to this Section 2.1(a), the “Collateral”):

(i)any and all of the HoldCo Pledgor’s right(s), title(s), and interest(s), whether now owned or hereafter existing or acquired, in the HoldCo Borrower, and all of the Equity Interests of the HoldCo Borrower related thereto, whether or not evidenced or represented by any certificated security or other instrument, including the membership interests described on Schedule II hereto and all securities convertible into, and all warrants, options, and other rights to acquire any Equity Interests of the HoldCo Borrower (collectively, the “Pledged Equity Interests”), and the HoldCo Pledgor’s share of:

(A)all rights to receive income, gain, profit, dividends, and other distributions allocated or distributed to the HoldCo Pledgor in respect of or in exchange for all or any portion of the Pledged Equity Interests;

(B)all of the HoldCo Pledgor’s capital or ownership interest or other Equity Interest, including capital accounts, in the HoldCo Borrower;

(C)all of the HoldCo Pledgor’s voting rights in or rights to control or direct the affairs of the HoldCo Borrower;

(D)all other rights, title, and interest, if any, in or to the HoldCo Borrower derived from the Pledged Equity Interests; and

(E)all distributions, non-cash dividends, cash, options, warrants, stock splits, reclassifications, rights, instruments, or other investment property, and other property or proceeds from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of such rights and interests; and

(ii)all proceeds of the foregoing Collateral, whether cash or non-cash;

provided, that the “Collateral” shall not include any payments or cash or other property distributed to the HoldCo Pledgor in accordance with the HoldCo Credit Agreement and the other applicable HoldCo Secured Credit Documents.

(b)The HoldCo Pledgor agrees that this Agreement, the security interest granted pursuant to this Agreement and all rights, remedies, powers, and privileges provided to the HoldCo Collateral Agent under this Agreement are in addition to, and not in any way affected or limited by, any other security now or at any time held by the HoldCo Collateral Agent to secure payment and performance of the HoldCo Secured Obligations.

Section 2.2Retention of Certain Rights. Other than during a Trigger Event Period, or unless the HoldCo Collateral Agent shall have given notice to the HoldCo Pledgor that the HoldCo Collateral Agent has received a Remedies Initiation Notice, the HoldCo Pledgor shall be permitted to exercise all

voting and other rights, title, interest, and powers of ownership with respect to the Pledged Equity Interests (except as otherwise limited by the HoldCo Secured Credit Documents) and, to the extent permitted under the HoldCo Secured Credit Documents, to receive all income, gains, profits, dividends, and other distributions from the Collateral whether non-cash dividends, cash, options, warrants, stock splits, reclassifications, rights, instruments, or other investment property, or other property or proceeds from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of such rights and interests.

Section 2.3Obligations Unconditional. The obligations of the HoldCo Pledgor in this Agreement shall be continuing, irrevocable, primary, absolute, and unconditional irrespective of the value, genuineness, validity, regularity, or enforceability of any HoldCo Secured Credit Document, or any other agreement or instrument referred to therein, or any substitution, release, or exchange of any guarantee of or security for any of the HoldCo Secured Obligations and, to the fullest extent permitted by Government Rules, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge, defense, or set-off of a surety or guarantor, other than the occurrence of the Discharge Date, it being the intent of this Section 2.3 that the obligations of the HoldCo Pledgor hereunder shall be absolute and unconditional under any and all other circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the HoldCo Pledgor hereunder, which shall remain absolute and unconditional as described above without regard to and not be released, discharged, or in any way affected (whether in full or in part) by:

(a)at any time or from time to time, without notice to the HoldCo Pledgor, the time for any performance of or compliance with any of the HoldCo Secured Obligations is extended, or such performance or compliance is waived;

(b)any invalidity, irregularity, or unenforceability of all or any part of the HoldCo Secured Obligations, any HoldCo Secured Credit Document, or any other agreement or instrument relating thereto;

(c)any renewal, extension, amendment, or modification of, or supplement to, or deletion from, or departure from, or waiver of, any HoldCo Secured Credit Document or terms thereof, or any other agreement or instrument relating thereto, or any assignment or transfer of any thereof;

(d)any HoldCo Secured Credit Document is amended or modified, or any change in the manner or place of payment of, or in any other term of, all or any of the HoldCo Secured Obligations, or any other amendment or waiver of, or any consent to any departure from, any indulgence or other action or inaction under or in respect of, any HoldCo Secured Credit Document, any of the Collateral, or any other agreement or instrument relating thereto, or any exercise or non-exercise of any right, remedy, power, or privilege under or in respect of any of the HoldCo Secured Obligations, this Agreement, any other HoldCo Secured Credit Document, or any other agreement or instrument relating hereto or thereto;

(e)the maturity of any of the HoldCo Secured Obligations is accelerated, or any of the HoldCo Secured Obligations is modified, supplemented, and/or amended in any respect, or any right under any HoldCo Secured Credit Document or any other agreement or instrument referred to therein is waived or any guarantee of

any of the HoldCo Secured Obligations or any security therefor is released, exchanged, or otherwise dealt with, in each case, in whole or in part;

(f)any Lien granted to, or in favor of, the HoldCo Collateral Agent as security for any of the HoldCo Secured Obligations fails to be perfected;

(g)the furnishing of additional security for the HoldCo Secured Obligations or any part thereof to the HoldCo Collateral Agent or any HoldCo Secured Party or any acceptance thereof by the HoldCo Collateral Agent, or any substitution, sale, exchange, release, surrender, or realization of or upon any such security by the HoldCo Collateral Agent or any HoldCo Secured Party, or the failure to create, preserve, validate, perfect, or protect any Lien granted to, or purported to be granted to, or in favor of, the HoldCo Collateral Agent or any HoldCo Secured Party;

(h)any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation, or arrangement of the HoldCo Pledgor or by any defense which the HoldCo Pledgor may have by reason of the order, decree, or decision of any court or administrative body resulting from any such proceeding. Notwithstanding the above, so long as any HoldCo Secured Obligation remains outstanding, the HoldCo Pledgor shall not, without written consent of the HoldCo Collateral Agent, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against the HoldCo Borrower;

(i)any judicial or non-judicial foreclosure or sale of, or other election of remedies with respect to, any interest in other Collateral serving as security for all or any part of the HoldCo Secured Obligations, even though such foreclosure, sale, or election of remedies may impair the subrogation rights of either the HoldCo Borrower or the HoldCo Pledgor or may preclude the HoldCo Borrower or the HoldCo Pledgor from obtaining reimbursement, contribution, indemnification, or other recovery from the HoldCo Borrower or any other Person and even though the HoldCo Borrower or the HoldCo Pledgor may not, as a result of such foreclosure, sale, or election of remedies, be liable for any deficiency;

(j)any act or omission of the HoldCo Collateral Agent or any other Person that directly or indirectly results in or aids the discharge or release of the HoldCo Pledgor or any part of the HoldCo Secured Obligations or any security or guarantee (including any letter of credit) for all or any part of the HoldCo Secured Obligations by operation of law or otherwise (other than the occurrence of the Discharge Date); or

(k)any other circumstance that might otherwise constitute a defense available to, or discharge of, the HoldCo Pledgor or any third party with respect to the payment in full of the HoldCo Secured Obligations.

Section 2.4Excluded Swap Obligations. Notwithstanding anything to the contrary in this Agreement, the HoldCo Pledgor shall not be obligated to grant security in respect of an Excluded Swap Obligation.

Article III

EVENTS OF DEFAULT

Section 3.1Events of Default. The occurrence and continuation of an Event of Default under and as defined in the Collateral and Intercreditor Agreement shall constitute an Event of Default hereunder. Any such Event of Default shall be considered cured or waived for the purposes of this Agreement when it has been cured or waived in accordance with the Collateral and Intercreditor Agreement and the applicable HoldCo Secured Credit Document.

Article IV

REPRESENTATIONS AND WARRANTIES

Section 4.1Representations and Warranties. The HoldCo Pledgor hereby represents and warrants as of the Closing Date to and in favor of the HoldCo Collateral Agent and the other HoldCo Secured Parties as follows:

(a)it is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware;

(b)it (i) has all requisite limited liability company power and authority to enter into and perform its obligations under this Agreement and (ii) is duly qualified to do business and is in good standing in each jurisdiction where necessary in light of its business as now conducted and as proposed to be conducted; except, in the case of clause (ii), where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect;

(c)the execution, delivery, and performance by the HoldCo Pledgor of this Agreement, as well as the consummation of the transactions contemplated herein, do not and will not (i) conflict with the Organic Documents of the HoldCo Pledgor, (ii) result in a material breach of or material default under any contractual obligations binding or affecting the HoldCo Pledgor or require any material consent or approval under any contractual obligations binding on or affecting the HoldCo Pledgor other than any approvals or consents which have been obtained or made, or (iii) result in a material breach of, or constitute a default in any material respect under, any Government Rule;

(d)no consent or authorization of, filing with, or other act by or in respect of any Person or Government Authority applicable to the HoldCo Pledgor is required in connection with the execution, delivery, or performance by the HoldCo Pledgor, or the validity or enforceability as to the HoldCo Pledgor, of this Agreement, except (i) to the extent such consents or authorizations or filings or other acts have already been obtained or made and such financing statements have already been filed in the appropriate filing office with respect to the perfection of the security interest granted hereunder or (ii) where failure to obtain such consents or authorizations or filings or other act by or in respect of any Person or Government Authority could not reasonably be expected to result in a Material Adverse Effect;

(e)this Agreement has been duly executed and delivered by the HoldCo Pledgor and is in full force and effect and constitutes a legal, valid, and binding obligation of the HoldCo Pledgor, enforceable against the HoldCo Pledgor in accordance with its terms, except as enforcement may be limited (i) by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws affecting creditors’ rights generally and (ii) by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(f)except in each case to the extent changed in accordance with Section 5.1(f), the exact legal name and jurisdiction of formation of the HoldCo Pledgor is Rio Grande LNG Intermediate HoldCo Pledgor, LLC, a limited liability company organized under the laws of the State of Delaware, and the chief executive office of the HoldCo Pledgor is 1000 Louisiana Street, Suite 3300, Houston, Texas 77002;

(g)except as set forth on Schedule 4.1 or to the extent changed in accordance with Section 5.1(f), since its date of organization it has not (i) changed its location (as defined in Section 9-307 of the UCC), (ii) changed its legal name, or (iii) hereto before become a “new debtor” (as defined in Section 9-102(a)(56) of the UCC) with respect to a currently effective security agreement previously entered into by another Person;

(h)the HoldCo Pledgor has not conducted nor is conducting any business or activities other than owning the Collateral and other business and activities contemplated by or otherwise in accordance with the Organic Documents of the HoldCo Pledgor or HoldCo Secured Credit Documents (in each case in the form as of the date this representation is made);

(i)the HoldCo Pledgor is not in default of its obligations under its Organic Documents;

(j)there is no action, suit, or proceeding at law or in equity by or before any Government Authority, arbitral tribunal or other body now pending, or to the knowledge of the HoldCo Pledgor, threatened, against or affecting the HoldCo Pledgor or any of its property or the Collateral which could reasonably be expected to result in a Material Adverse Effect;

(k)the HoldCo Pledgor has filed, or caused to be filed, all tax and information returns that are required to have been filed by it in any jurisdiction, and has paid (prior to their delinquency dates) all Taxes shown to be due and payable on such returns and all other Taxes payable by it, to the extent the same have become due and payable, except to the extent there is a Contest thereof by the HoldCo Pledgor or to the extent that the failure to file such returns or to pay such Taxes could not reasonably be expected to result in a Material Adverse Effect, and no tax Liens have been filed and no claims are being asserted with respect to any such Taxes, except any such tax Liens and claims that could not be reasonably expected to result in a Material Adverse Effect;

(l)the HoldCo Pledgor is not an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended, or an “investment advisor” within the meaning of the Investment Company Act of 1940, as amended;

(m)it is the sole, lawful and beneficial owner of and has full right, title, and interest in, to and under all rights and interests comprising the Collateral, subject to no Liens (other than Permitted Equity Liens);

(n)the Pledged Equity Interests (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable, (iii) constitute 100% of the outstanding Equity Interests of the HoldCo Borrower, (iv) constitute “securities” as such term is defined in Section 8-102(a) of the UCC, and (v) are not currently and, to the HoldCo Pledgor’s knowledge, will not be, subject to any contractual restriction, defense offset or counterclaim, or any restriction under the Organic Documents of the HoldCo Pledgor upon the transfer of the Equity Interests of the HoldCo Borrower and, to the HoldCo Pledgor’s knowledge, none of the foregoing has been asserted or alleged against the HoldCo Pledgor by any Person;

(o)it has not executed, has not authorized, and is not aware of, any effective UCC financing statement, security agreement, or other instrument similar in effect covering all or any part of the Collateral on file in any recording office, except (i) as may have been filed pursuant to this Agreement or the other HoldCo Secured Credit Documents, (ii) as were filed in respect of indebtedness repaid on the date hereof, and (iii) as are permitted pursuant to each HoldCo Secured Credit Document in effect as of the date hereof; and

(p)the security interest granted to the HoldCo Collateral Agent (for the benefit of the HoldCo Secured Parties) pursuant to this Agreement in the Collateral constitutes a valid first-priority lien in the Collateral subject to Permitted Equity Liens and, with respect to any proceeds, subject to the limitations set forth in Section 9-315 of the UCC.

Article V

COVENANTS OF THE HOLDCO PLEDGOR

Section 5.1Covenants of the HoldCo Pledgor. The HoldCo Pledgor hereby covenants and agrees for the benefit of the HoldCo Collateral Agent and the other HoldCo Secured Parties that, until the Discharge Date, the HoldCo Pledgor shall comply with the covenants set forth below:

(a)Defense of Collateral. The HoldCo Pledgor shall defend its title to the Collateral and the interest of the HoldCo Collateral Agent (for the benefit of itself and the other HoldCo Secured Parties) in the Collateral pledged hereunder against the claims and demands of all other Persons (other than with respect to Permitted Equity Liens).

(b)Limitation of Liens. The HoldCo Pledgor shall not create, incur, assume, or suffer to exist any Lien upon any of the Collateral, whether now owned or hereafter acquired, except for Permitted Equity Liens.

(c)Limitation on Sale of Collateral. The HoldCo Pledgor shall not cause, suffer, or permit the sale, assignment, conveyance, pledge, or other transfer of all or any portion of the HoldCo Pledgor’s Equity Interest in the HoldCo Borrower or any other portion of the Collateral, subject to Permitted Equity Liens.

(d)Continuing Pledge of Equity Interests. The HoldCo Pledgor shall ensure at all times that 100% of the issued and outstanding Equity Interests of the HoldCo Borrower is subject to the continuing security interest and Lien of the HoldCo Collateral Agent for the benefit of the HoldCo Secured Parties.

(e)No Impairment of Security. The HoldCo Pledgor shall not take or consent to any action, or fail to take any action, that would impair in any material respect the enforceability of the HoldCo Collateral Agent’s security interest in, and Lien on, any Collateral, subject to Permitted Equity Liens.

(f)Name; Jurisdiction of Organization; Records. The HoldCo Pledgor shall not change its legal name, its jurisdiction of organization, the location of its chief executive office or its organization identification number without written notice to the HoldCo Collateral Agent at least ten days prior to such change. In the event of such change, the HoldCo Pledgor shall (at its expense) timely execute and deliver such instruments and documents, and make such filings or registrations, as reasonably necessary or as may be reasonably requested by the HoldCo Collateral Agent or required by Government Rules to maintain the HoldCo Collateral Agent’s first priority perfected security interest in the Collateral, subject to Permitted Equity Liens.

(g)Amendments to Organic Documents. Except as expressly permitted by this Agreement or the other HoldCo Secured Credit Documents, the HoldCo Pledgor shall not terminate, amend, supplement, modify, or cancel the Organic Documents of the HoldCo Borrower in a manner that is in any material respect adverse to the interests of the HoldCo Secured Parties or the HoldCo Pledgor’s ability to comply with this Agreement.

(h)Perfection.

(i)Whether with respect to the Collateral as of the date of this Agreement or any Collateral in which the HoldCo Pledgor acquires rights in the future, the HoldCo Pledgor agrees that from time to time, at the expense of the HoldCo Pledgor, the HoldCo Pledgor shall promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary, or that the HoldCo Collateral Agent may reasonably request in order to create, perfect, establish, and preserve the validity, perfection, and priority of the Liens granted by this Agreement in any and all of the Collateral, to protect the assignment and security interest granted or intended to be granted hereby, or to enable the HoldCo Collateral Agent to exercise and enforce its rights, powers, privileges, and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the HoldCo Pledgor shall: (A) if any Collateral is evidenced by a certificate, promissory note,

or other instrument, deliver to the HoldCo Collateral Agent such certificate, note, or instrument duly endorsed and accompanied by instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the HoldCo Collateral Agent; and (B) authorize and execute such UCC financing statements or continuation statements, or amendments thereto, and such other instruments, endorsements, or notices, as may be reasonably necessary, or as the HoldCo Collateral Agent may reasonably request or as required by Government Rules, in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby.

(ii)The HoldCo Pledgor hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices identified in Schedule I (or such other filing offices as may be necessary following a change in the HoldCo Pledgor’s “location” (as defined in Section 9-307 of the UCC)), as are necessary or advisable, or as the HoldCo Collateral Agent may reasonably request, to perfect the security interest granted to the HoldCo Collateral Agent, for the benefit of the HoldCo Secured Parties, herein. Such financing statements may describe the Collateral in the same manner or similar and consistent manner as described herein, as the HoldCo Collateral Agent may reasonably determine is necessary, advisable, or prudent to ensure the perfection of the security interest in the Collateral granted to the HoldCo Collateral Agent herein. The HoldCo Collateral Agent shall promptly deliver to the HoldCo Pledgor copies of any such statement, document, or amendment; provided, that failure to deliver such copies shall not invalidate or otherwise affect any action taken by the HoldCo Collateral Agent.

(iii)For the the avoidance of doubt, nothing in this Agreement shall require the HoldCo Collateral Agent to file financing statements or continuation statements, or be responsible for maintaining the security interests purported to be created as described herein (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under any other document) and such responsibility shall be solely that of the HoldCo Pledgor.

(i)Information Concerning Collateral. The HoldCo Pledgor shall, promptly upon request and at its own expense, provide to the HoldCo Collateral Agent all information and evidence the HoldCo Collateral Agent may reasonably request concerning the Collateral to evidence the HoldCo Pledgor’s compliance with the terms of this Agreement or to enable the HoldCo Collateral Agent to enforce the provisions of this Agreement.

(j)Books and Records; Inspection. The HoldCo Pledgor shall keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark such books and records in such manner as the HoldCo Collateral Agent may reasonably request in order to reflect the security interests granted by this

Agreement. The HoldCo Pledgor shall permit representatives of the HoldCo Collateral Agent, upon reasonable notice, at any reasonable time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral; provided, that absent an Event of Default, such inspections shall be limited to two per Fiscal Year.

Article VI

REMEDIES UPON AN EVENT OF DEFAULT

Section 6.1Remedies Upon an Event of Default. Subject to the terms of the Collateral and Intercreditor Agreement, during a Trigger Event Period, the HoldCo Collateral Agent shall have the right, but not the obligation, to do any of the following:

(a)vote or exercise any and all of the HoldCo Pledgor’s rights or powers incident to its ownership of the Pledged Equity Interests, including any rights or powers to manage or control the HoldCo Borrower and collect and receive dividends or any other distributions made thereon;

(b)demand, sue for, collect, or receive any money or property at any time payable to or receivable by the HoldCo Pledgor on account of or in exchange for all or any part of the Collateral;

(c)cause any action at law or suit in equity or other proceeding to be instituted and prosecuted to collect or enforce any obligations or rights hereunder or included in the Collateral, including enforcement of any covenant or agreement contained herein, or to foreclose or enforce the security interest in all or any part of the Collateral granted herein, or to enforce any other legal or equitable right vested in it by this Agreement, the other HoldCo Secured Credit Documents, or by Government Rules, subject in each case, to the provisions and requirements thereof;

(d)foreclose or enforce any other agreement or other instrument by or under or pursuant to which the HoldCo Secured Obligations are issued or secured;

(e)amend, terminate, supplement, or modify all or any of the HoldCo Borrower’s Organic Documents;

(f)incur expenses, including attorneys’ fees, consultants’ fees, and other costs in connection with the exercise of any right or power under this Agreement or under any other HoldCo Secured Credit Document;

(g)perform any obligation of the HoldCo Pledgor hereunder;

(h)secure the appointment of a receiver of the Collateral or any part thereof, whether incidental to a proposed sale of the Collateral or otherwise, and all disbursements made by such receiver and the expenses of such receivership shall be added to and be made a part of the HoldCo Secured Obligations, and, whether or not the principal sum of the HoldCo Secured Obligations, including such disbursements and expenses, exceeds the indebtedness originally intended to be secured hereby,

the entire amount of said sum, including such disbursements and expenses, shall be secured by this Agreement;

(i)transfer the Collateral, or any part thereof, to the name of the HoldCo Collateral Agent or to the name of any designee, nominee, or assignee of the HoldCo Collateral Agent;

(j)take any other lawful action that the HoldCo Collateral Agent deems necessary or reasonably appropriate to protect or realize upon its security interest in the Collateral or any part thereof, or exercise any other or additional rights or remedies granted to the HoldCo Collateral Agent under any other provision of this Agreement or any other HoldCo Secured Credit Document, or exercisable by a secured party under the UCC or under any other Government Rule and, without limiting the generality of the foregoing and without notice except as specified in Section 6.3, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such other terms as the HoldCo Collateral Agent may deem commercially reasonable in accordance with the UCC and as permitted by Government Rules; or

(k)appoint another Person (who may be an employee, officer, or other representative of the HoldCo Collateral Agent) to do any of the foregoing, or take any other action permitted hereunder, as agent for or representative of, and on behalf of, the HoldCo Collateral Agent.

Section 6.2Minimum Notice Period. If, pursuant to Government Rules, prior notice of any action described in Section 6.1 is required to be given to the HoldCo Pledgor, the HoldCo Pledgor hereby acknowledges and agrees that the minimum time required by such Government Rule, or if no minimum time is specified, ten days, shall be deemed a reasonable notice period under such Government Rule.

Section 6.3Sale of Collateral. In addition to exercising the foregoing rights, during a Trigger Event Period, the HoldCo Collateral Agent may, to the extent permitted by Government Rules, arrange for and conduct a sale of the Collateral at a public or private sale (as the HoldCo Collateral Agent may elect) which sale may be conducted by an employee or representative of the HoldCo Collateral Agent, and any such sale shall be conducted in a commercially reasonable manner. Any HoldCo Secured Party or anyone else may be the purchaser, lessee, assignee, or recipient of any or all of the Collateral so sold absolutely free from any claim or rights of whatsoever kind, including any right or equity of redemption (statutory or otherwise) by the HoldCo Pledgor, any such demand, claim, right, or equity being hereby expressly waived or released. The HoldCo Collateral Agent, its nominees, designees, and agents may execute, in connection with any sale, lease, assignment, pledge, or other disposition of the Collateral, any endorsements, assignments, bills of sale, or other instruments of conveyance or transfer with respect to the Collateral. The HoldCo Collateral Agent agrees to provide at least ten days’ prior written notice to the HoldCo Pledgor specifying the time and place of any public sale or the time after which any private sale is to be made and HoldCo Pledgor agrees that such ten days’ notice shall (i) constitute reasonable notification and (ii) not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. The HoldCo Collateral Agent may release, temporarily or otherwise, to the HoldCo Pledgor any item of the Collateral of which the HoldCo Collateral Agent has taken possession pursuant to any right granted to the HoldCo Collateral Agent by this Agreement without waiving any rights granted to the HoldCo Collateral Agent under this Agreement or the other HoldCo Secured Credit Documents or any

other agreement related hereto or thereto. The HoldCo Pledgor, in dealing with or disposing of the Collateral or any part thereof, hereby waives all rights, legal and equitable, it may now or hereafter have to require marshaling of assets or to require, upon foreclosure, sales of assets in a particular order. The HoldCo Pledgor also waives its right to challenge the reasonableness of any disclaimer of warranties, title, and the like made by the HoldCo Collateral Agent in connection with a sale of the Collateral. Each successor of the HoldCo Pledgor under the HoldCo Secured Credit Documents shall be deemed to have agreed, by virtue of its succession thereto, that it shall be bound by the above waiver, to the same extent as if such successor gave such waiver itself. The HoldCo Pledgor also hereby waives, to the full extent it may lawfully do so, the benefit of all Government Rules providing for rights of appraisal, valuation, stay, or extension or of redemption after foreclosure now or hereafter in force. If the HoldCo Collateral Agent sells any of the Collateral upon credit, the HoldCo Pledgor will be credited only with payments actually made by the purchaser and received by the HoldCo Collateral Agent (and only those in excess of the amounts required to pay the HoldCo Secured Obligations in full). In the event the purchaser fails to pay for the Collateral, the HoldCo Collateral Agent may resell the Collateral and the HoldCo Pledgor shall be credited with the proceeds of any such sales or resales only in excess of the amounts required to pay the HoldCo Secured Obligations in full. In the event the HoldCo Collateral Agent bids at any foreclosure or trustee’s sale or at any private sale permitted by Government Rules and this Agreement or any other HoldCo Secured Credit Document, the HoldCo Collateral Agent may bid all or less than the amount of the HoldCo Secured Obligations. The HoldCo Collateral Agent shall not be obligated to make any sale of the Collateral regardless of whether or not notice of sale has been given. The HoldCo Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The HoldCo Pledgor further acknowledges and agrees that any offer to sell any part of the Collateral that has been (a) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation or (b) made privately in the manner described herein to not less than fifteen bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610(c) of the UCC.

Section 6.4Actions Taken by the HoldCo Collateral Agent. Any action or proceeding to enforce this Agreement may be taken by the HoldCo Collateral Agent either in the HoldCo Pledgor’s name or in the HoldCo Collateral Agent’s name, as the HoldCo Collateral Agent may deem necessary.

Section 6.5Private Sales. The HoldCo Collateral Agent shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale made in good faith by the HoldCo Collateral Agent pursuant to this Article VI conducted in accordance with the requirements of Government Rules. The HoldCo Pledgor hereby waives any claims against the HoldCo Collateral Agent and the HoldCo Secured Parties arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the HoldCo Secured Obligations, even if the HoldCo Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree; provided, that such private sale is conducted in accordance with any applicable requirements of Government Rules.

Section 6.6Compliance With Limitations and Restrictions. The HoldCo Pledgor hereby agrees that in respect of any sale of any of the Collateral pursuant to the terms hereof, the HoldCo Collateral Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as the HoldCo Collateral Agent may be advised by counsel is necessary or advisable in order to avoid any violation of Government Rules, or in order to obtain any required approval of the sale or of the purchaser by any Government Authority or official, and the HoldCo Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a

commercially reasonable manner, nor shall the HoldCo Collateral Agent be liable or accountable to the HoldCo Pledgor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

Section 6.7No Impairment of Remedies. If, in the exercise of any of its rights and remedies under this Agreement, the HoldCo Collateral Agent forfeits any of its rights or remedies, including any right to enter a deficiency judgment against the HoldCo Pledgor or any other Person, whether because of any Government Rule pertaining to “election of remedies” or otherwise, the HoldCo Pledgor hereby consents to such action by the HoldCo Collateral Agent and, to the extent permitted by the Government Rules, waives any claim based upon such action, even if such action by the HoldCo Collateral Agent would result in a full or partial loss of any rights of subrogation, indemnification, or reimbursement that the HoldCo Pledgor might otherwise have had but for such action by the HoldCo Collateral Agent or the terms herein. Any election of remedies that results in the denial or impairment of the right of the HoldCo Collateral Agent to seek a deficiency judgment against any of the parties to any of the HoldCo Secured Credit Documents shall not, to the extent permitted by the Government Rules, impair the HoldCo Pledgor’s obligations hereunder.

Article VII

FURTHER ASSURANCES

Section 7.1Attorney-in-Fact.

(a)The HoldCo Pledgor hereby constitutes and appoints the HoldCo Collateral Agent, acting for and on behalf of itself and the other HoldCo Secured Parties, the true and lawful attorney-in-fact of the HoldCo Pledgor, with full power and authority in the place and stead of the HoldCo Pledgor and in the name of the HoldCo Pledgor, the HoldCo Collateral Agent or otherwise, at the HoldCo Pledgor’s sole cost and expense, to enforce all rights, interests and remedies of the HoldCo Pledgor with respect to the Collateral or enforce all rights, interests and remedies of the HoldCo Collateral Agent under this Agreement (including the rights set forth in Article VI); provided, that the HoldCo Collateral Agent shall not exercise any of the aforementioned rights unless an Event of Default has occurred and is continuing and has not been waived or cured in accordance with the applicable HoldCo Secured Credit Documents; provided, further, that the foregoing appointment shall not impose any obligation on the HoldCo Collateral Agent to exercise its rights thereunder. This power of attorney is a power coupled with an interest and shall be irrevocable until the Discharge Date; provided, that nothing in this Agreement shall prevent the HoldCo Pledgor from, prior to the exercise by the HoldCo Collateral Agent of any of the aforementioned rights, undertaking the HoldCo Pledgor’s operations in the ordinary course of business with respect to the Collateral, in accordance with the HoldCo Secured Credit Documents.

(b)In addition to the provisions of Section 7.1(a), if the HoldCo Pledgor fails to perform any agreement or obligation contained herein to protect or preserve the Collateral, and such failure continues for ten days following delivery of written notice by the HoldCo Collateral Agent to the HoldCo Pledgor, the HoldCo Collateral Agent itself may (but shall not be obligated to) perform, or cause

performance of, such agreement or obligation, and the expenses of the HoldCo Collateral Agent incurred in connection therewith shall be payable by the HoldCo Pledgor and shall be secured by the Collateral.

Section 7.2Delivery of Collateral; Proxy. All certificates or instruments representing or evidencing the Collateral shall be delivered to and held by or on behalf of the HoldCo Collateral Agent pursuant hereto. All such certificates or instruments shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably acceptable to the HoldCo Collateral Agent. The HoldCo Collateral Agent shall have the right, at any time in its discretion and without prior notice to the HoldCo Pledgor, following the occurrence and during the continuation of an Event of Default, to transfer to or to register in the name of the HoldCo Collateral Agent or any of its designees or nominees any or all of the Collateral and to exchange certificates or instruments representing or evidencing the Collateral for certificates or instruments of smaller or larger denominations. In furtherance of the foregoing, the HoldCo Pledgor shall further execute and deliver to the HoldCo Collateral Agent a proxy in the form of Exhibit A and an irrevocable power in the form of Exhibit B with respect to the ownership interests of the HoldCo Borrower owned by the HoldCo Pledgor.

Section 7.3Waiver of Transfer Restrictions. Notwithstanding anything to the contrary contained in the HoldCo Borrower’s Organic Documents, the HoldCo Pledgor hereby waives any requirement contained in the HoldCo Borrower’s Organic Documents that it consents to a transfer of any Equity Interest in the HoldCo Borrower in connection with a foreclosure on such Equity Interest under this Agreement and the HoldCo Secured Credit Documents during a Trigger Event Period.

Section 7.4Foreclosure. The HoldCo Pledgor agrees that during a Trigger Event Period, the HoldCo Collateral Agent may elect to non-judicially or judicially foreclose against any personal property security it holds for the HoldCo Secured Obligations, or any part thereof, or to exercise any other remedy against the HoldCo Borrower or any other Person, any security or any guarantor, even if the effect of that action is to deprive the HoldCo Pledgor of the right to collect reimbursement from the HoldCo Borrower or any other Person for any sums paid by the HoldCo Pledgor to the HoldCo Collateral Agent or any other HoldCo Secured Party.

Section 7.5Waiver of Rights of Subrogation. Until the Discharge Date, (a) the HoldCo Pledgor shall not exercise any right of subrogation and shall not enforce any remedy that the HoldCo Secured Parties now have or may hereafter have against the HoldCo Borrower, and the HoldCo Pledgor waives the benefit of, and all rights to participate in, any security now or hereafter held by the HoldCo Collateral Agent or any HoldCo Secured Party from the HoldCo Borrower and (b) the HoldCo Pledgor agrees not to exercise any claim, right, or remedy that the HoldCo Pledgor may now have or hereafter acquire against the HoldCo Borrower that arises hereunder and/or from the performance by the HoldCo Pledgor hereunder, including any claim, remedy, or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right, or remedy of the HoldCo Secured Parties against the HoldCo Borrower, or any security that the HoldCo Secured Parties now have or hereafter acquire, whether or not such claim, right, or remedy arises in equity, under contract, by statute, under common law, or otherwise. Any amount paid to the HoldCo Pledgor on account of any such subrogation rights prior to the Discharge Date shall be held in trust for the benefit of the HoldCo Collateral Agent and shall immediately thereafter be paid to the HoldCo Collateral Agent, for the benefit of the HoldCo Secured Parties.

Section 7.6Application of Proceeds. During a Trigger Event Period, the proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied in accordance with Article 9 (Application of Collateral Proceeds) of the Collateral and Intercreditor Agreement.

Section 7.7Limitation on Duty of the HoldCo Collateral Agent with Respect to the Collateral. The powers conferred on the HoldCo Collateral Agent hereunder are solely to protect its interest and the interests of the HoldCo Secured Parties in the Collateral and shall not impose any duty or obligation on the HoldCo Collateral Agent or any of its designated agents to exercise any such powers. Except for (a) the safe custody of any Collateral in its possession, (b) the accounting for monies actually received by it hereunder, (c) the exercise of reasonable care in the custody and preservation of the Collateral in its possession, and (d) any duty expressly imposed on the HoldCo Collateral Agent by Government Rules with respect to any Collateral that has not been waived hereunder, the HoldCo Collateral Agent shall have no duty or obligation with respect to any Collateral and no implied duties or obligations shall be read into this Agreement against the HoldCo Collateral Agent. The HoldCo Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment that is substantially equivalent to that which the HoldCo Collateral Agent accords its own property.

Section 7.8Termination/Release of Security Interest. Upon the Discharge Date, this Agreement and the security interests and all other rights granted hereby shall automatically and without any further action being required of any party hereto, terminate and all rights to the Collateral shall immediately revert to the HoldCo Pledgor. Upon the Discharge Date, the HoldCo Collateral Agent shall, at the HoldCo Pledgor’s request and at the sole expense of the HoldCo Pledgor, promptly return all certificates and other instruments previously delivered to the HoldCo Collateral Agent representing the Pledged Equity Interests or any other Collateral and shall (at the HoldCo Pledgor’s sole cost and expense) execute and deliver to the HoldCo Pledgor such other documents and authorize the filing of such UCC-3 termination statements, in each case, as the HoldCo Pledgor may reasonably request, to evidence such termination and to release all security interests on the Collateral.

Article VIII

MISCELLANEOUS

Section 8.1Amendments, Etc. No amendment, termination, or waiver of any provision of this Agreement and no consent to any departure by the HoldCo Pledgor shall be effective unless in writing signed by the HoldCo Collateral Agent (acting in accordance with the Collateral and Intercreditor Agreement) and, in the case of an amendment, the HoldCo Collateral Agent (acting in accordance with the Collateral and Intercreditor Agreement) and the HoldCo Pledgor and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 8.2Applicable Law; Jurisdiction; Etc.

(a)GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

(b)SUBMISSION TO JURISDICTION. 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 HOLDCO SECURED CREDIT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES 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 OF THE PARTIES 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 ANY OTHER HOLDCO SECURED CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER HOLDCO SECURED CREDIT DOCUMENT AGAINST THE HOLDCO PLEDGOR 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 8.2(b) 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 HOLDCO SECURED CREDIT DOCUMENT IN ANY COURT REFERRED TO IN SECTION 8.2(b). EACH PARTY 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. THE HOLDCO PLEDGOR 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 8.7.

(e)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 HOLDCO SECURED CREDIT 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 HOLDCO SECURED CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.2(e).

Section 8.3Counterparts; 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 each of the parties hereto and when the HoldCo Collateral Agent has received counterparts hereof that, when taken together, bear the signature of each of the parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by electronic mail or portable document format (“PDF" or similar) shall be effective as delivery of a manually executed counterpart of this Agreement. Delivery of an executed counterpart of a signature page of this Agreement by electronic transmission (including in PDF or similar format) shall be effective as delivery of a manually executed counterpart thereof. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures or the electronic records, 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.

Section 8.4Delay Not Waiver; Separate Causes of Action; Cumulative Remedies. No delay or omission to exercise any right, power, or remedy accruing to the HoldCo Collateral Agent upon the occurrence of any Event of Default shall impair any such right, power, or remedy of the HoldCo Collateral Agent, nor shall it be construed to be a waiver of any such Event of Default, or an acquiescence therein, or of any other breach or default thereafter occurring, nor shall any waiver of any other breach or default under this Agreement or any other HoldCo Secured Credit Document be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of the HoldCo Collateral Agent of any breach or default under this Agreement, or any waiver on the part of the HoldCo Secured Parties or the HoldCo Collateral Agent of any provision or condition of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. Each and every default by the HoldCo Pledgor hereunder (in payment or otherwise) shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. The rights, remedies, powers, and privileges herein provided, and provided under each other HoldCo Secured Credit Document, are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.

Section 8.5Entire Agreement. This Agreement, the other HoldCo Secured Credit 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.

Section 8.6Expenses. The HoldCo Pledgor agrees to pay all documented out-of-pocket expenses incurred by the HoldCo Collateral Agent (including the documented out-of-pocket fees, expenses, and disbursements of one counsel and if required, one local counsel, in each case, of its own choosing) incident to its enforcement, exercise, protection, or preservation of any of its rights, remedies, or claims (or the rights or claims of any HoldCo Secured Party) under, and as permitted pursuant to the terms and conditions of, this Agreement.

Section 8.7Notices and Communications.

(a)All notices and other communications provided under this Agreement shall be in writing and addressed, delivered, or transmitted at the addressee’s address set forth on Schedule III or, in each case, at such other address as may be designated by any such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by electronic mail, shall be deemed given when confirmation of transmission thereof is received by the transmitter.

(b)The HoldCo Pledgor may provide all information, documents, and other materials that it is obligated to furnish hereunder by transmitting such information, documents, and other materials in an electronic/soft medium that is properly identified in a format acceptable to the recipient to an electronic mail address set forth on Schedule III or at such other electronic mail address as may be designated by any such party in a notice to the other parties. Any such communication, if transmitted by electronic mail, shall be deemed given when confirmation of transmission thereof is received by the transmitter.

Section 8.8Benefits of Agreement. Nothing in this Agreement or any other HoldCo Secured Credit Document, express or implied, shall give to any Person, other than the parties hereto and the HoldCo Secured Parties, and each of their successors and permitted assigns under this Agreement and the other HoldCo Secured Credit Documents, any benefit or any legal or equitable right or remedy under this Agreement.

Section 8.9Notice of Collateral and Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to the HoldCo Collateral Agent, for the benefit of the HoldCo Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the HoldCo Collateral Agent for the benefit of the HoldCo Secured Parties hereunder are subject to the provisions of the Collateral and Intercreditor Agreement. In the event of any conflict between the terms of the Collateral and Intercreditor Agreement and this Agreement (other than with respect to terms regarding creation and perfection of Liens), the terms of the Collateral and Intercreditor Agreement shall govern and control.

Section 8.10Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, (a) the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid, or unenforceable provisions with valid provisions the economic effect of

which comes as close as possible to that of the illegal, invalid, or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 8.11Successions and Assignments. This Agreement shall create a continuing pledge and assignment of and security interest in the Collateral and shall: (a) remain in full force and effect until the Discharge Date and as otherwise provided in Section 8.12; (b) be binding upon the HoldCo Pledgor and its successors and assigns; and (c) inure, together with the rights and remedies of the HoldCo Collateral Agent, to the benefit of the HoldCo Collateral Agent, the other HoldCo Secured Parties, and their respective successors and permitted assigns. The release of the security interest in any of the Collateral, the taking or acceptance of additional security, or the resort by the HoldCo Collateral Agent or any other HoldCo Secured Party to any security it may have in any order it may deem appropriate, shall not affect the liability of any Person on the Indebtedness secured hereby, except for release of the Collateral upon the Discharge Date. The HoldCo Pledgor is not entitled to assign its obligations hereunder to any other Person without the prior written consent of the HoldCo Collateral Agent, and any purported assignment in violation of this provision shall be void.

Section 8.12Survival of Provisions. Notwithstanding anything in this Agreement to the contrary, Section 8.2, Section 8.6, Section 8.9, this Section 8.12, Section 8.13, Section 8.14, and Section 8.15 shall survive any termination of this Agreement.

Section 8.13Waiver of Litigation Payments. To the extent that the HoldCo Pledgor may, in any action, suit or proceeding brought in any of the courts referred to in Section 8.2 or elsewhere arising out of or in connection with this Agreement or any other HoldCo Secured Credit Document to which it is a party, be entitled to the benefit of any provision of Government Rules requiring the HoldCo Collateral Agent or any HoldCo Secured Party in such action, suit, or proceeding to post security for the costs of the HoldCo Pledgor or to post a bond or to take similar action, the HoldCo Pledgor 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.

Section 8.14Reinstatement. This Agreement and the HoldCo Secured Obligations shall automatically be reinstated if and to the extent that for any reason any payment and performance of the HoldCo Secured Obligations 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 HoldCo Pledgor, the HoldCo Borrower, or any other Person or as a result of any settlement or compromise with any Person (including the HoldCo Pledgor) in respect of such payment, and the HoldCo Pledgor shall pay the HoldCo Collateral Agent and the other HoldCo Secured Parties on demand all of their reasonable costs and expenses (including reasonable fees, expenses, and disbursements of one counsel and if required, one local counsel) incurred by such parties in connection with such rescission or restoration.

Section 8.15No Recourse. The obligations of the HoldCo Borrower under each HoldCo Secured Credit Document to which it is a party, and any certificate, notice, instrument, or document delivered pursuant thereto, are obligations solely of the HoldCo Borrower and do not constitute a debt or obligation of (and no recourse shall be made with respect to) the Non-Recourse Parties. No action under or in connection with this Agreement shall be brought against any Non-Recourse Party, and no judgment for any deficiency upon the obligations hereunder shall be obtainable by the HoldCo Collateral Agent against any Non-Recourse Party. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained in this Section 8.15 shall in any manner or way (a) restrict the remedies available to the HoldCo Collateral Agent to realize upon the Collateral, or constitute or be deemed to be a release of

the obligations secured by (or impair the enforceability of) the Liens and the security interests and possessory rights created by or arising from this Agreement or (b) release, or be deemed to release, any Non-Recourse Party from liability for its own willful misrepresentation, fraudulent actions, gross negligence, or willful misconduct or from any of its obligations or liabilities under any HoldCo Security Document to which such Non-Recourse Party is a party. The limitations on recourse set forth in this Section 8.15 shall survive the Discharge Date.

Section 8.16HoldCo Collateral Agent Rights. All references to the HoldCo Collateral Agent contained herein refer to the HoldCo Collateral Agent not acting in its individual capacity but solely as the HoldCo Collateral Agent acting at the written direction of the HoldCo Intercreditor Agent in accordance with and subject to the HoldCo Financing Documents. Notwithstanding any other provision of this Agreement, in the performance of its obligations hereunder, the HoldCo Collateral Agent shall be entitled to all of the rights, benefits, protections, indemnities, and immunities afforded to it pursuant to the Collateral and Intercreditor Agreement, all of which are incorporated herein by reference mutatis mutandis, and shall exercise all rights and remedies hereunder and provide any consents, directions, approvals, acceptances, determinations, certifications, rejections, or other similar actions pursuant to this Agreement in accordance with directions received from the HoldCo Intercreditor Agent, and shall have no liability for taking any such actions or failing to take any such actions in accordance with such directions (and shall not be liable for any failure or delay in taking such actions resulting from any failure or delay by the HoldCo Intercreditor Agent in providing such directions).

[The remainder of this page is intentionally blank.]

IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, intending to be legally bound, have caused this Pledge Agreement to be duly executed and delivered as of the date first above written.

RIO GRANDE LNG INTERMEDIATE HOLDCO PLEDGOR, LLC,
as the HoldCo Pledgor

By: /s/ Matthew Schatzman
Name: Matthew Schatzman
Title: President and Chief Executive Officer

[Signature Page to Pledge Agreement (HoldCo Financing)]

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the HoldCo Collateral Agent

By: /s/ Jeff Marvel
Name: Jeff Marvel
Title: Assistant Vice President

[Signature Page to Pledge Agreement (HoldCo Financing)]

Document

Exhibit 10.7

CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

CHANGE ORDER

(for use when the Parties mutually agree upon and execute the Change Order pursuant to Section 6.1D or 6.2C)


PROJECT NAME: Rio Grande Natural Gas Liquefaction Facility						DATE OF AGREEMENT: September 14, 2022

AGREEMENT: Amended and Restated Fixed Price Turnkey EPC Agreement of Trains 1 and 2						CHANGE ORDER NUMBER: Owner EC Number: EC00263 Contractor Change Number: SC0151

OWNER: Rio Grande LNG, LLC						EFFECTIVE DATE OF CHANGE ORDER: April 27, 2026

CONTRACTOR: Bechtel Energy Inc.


TITLE: WORKSHOP AIR COMPRESSOR

The EPC Agreement between the Parties listed above is changed as follows:

BACKGROUND:

[***]

CHANGE:

Contractor to complete the work for the procurement, installation and commissioning of a fully enclosed/containerized Atlas Copco, model GA55+-150 Pack Air-Cooled compressor with heatless adsorption dryer and wet/dry receivers.

Procurement of the Owner selected Air-Cooled compressor (model GA55+-150 Pack) will be in accordance with the proposal from Atlas Copco and its technical attachments included as Attachments 1 through Attachment 14 to this Change Order. Compliance to the project design basis', specifications, and other Project requirements are expressly excluded.

Clarifications / Exceptions:

1.The training and commissioning will be provided by Subcontractor (Atlas Copco) per its standard commissioning and training process.

2.All documentation provided by Atlas Copco will be Atlas Copco standard documentation and issued to Owner for information only. This Change Order excludes any customization of the selected Air-Cooled compressor (model GA55+-150 Pack).

3.Contractor expressly excludes any Warranties or guarantees related to the selection, fitness for a particular purpose, or performance of the specified Air-Cooled compressor (model GA55+-150 Pack), within the Facility and its ability to achieve the operational outcomes intended by the Owner for use in the Workshop building. The Equipment warranty is limited to the warranty provided by Atlas Copco.

4.This Change Order excludes any maintenance of the Air compressor post installation and commissioning. Also, there will be no tagging of instruments, cables, equipment, etc. inside the Air compressor package.

5.The compressor will be protected by the overall Workshop building lightning protection system and therefore no additional lightning protection is included in this Change Order. Similarly, no additional exterior lighting is included in this Change Order.

6.No HAZOP will be performed for this scope.

7.The compressor is provided as stand-alone equipment and connection to ICSS is not required for operation of the equipment.

8.If installation of this Air Compressor causes the transformer utilization to exceed 95% as approved under the Technical Deviation Request (26251-100-GRE-GAM-00191/RG-BL-NTD-PEM-DEV-00191), then Owner and Contractor shall mutually determine to execute either a technical deviation for such exceedance or a separate Change Order to restore such margins.

9.If the scope performed under this Change Order cannot be completed prior to Substantial Completion, Owner and Contractor shall mutually align, acting reasonably and in good faith, to identify the remaining scope items that can be completed as Punchlist items post Substantial Completion. Such alignment shall not be unreasonably withheld, conditioned, or delayed.

REFERENCE DOCUMENTS:

Attachment 1 - Atlas Copco redacted Compressed Air System Proposal, dated March 10, 2026

Attachment 2 - Container GEA Drawing E2203455-UTF-GEA-001

Attachment 3 - Dimension Drawing 9820980032

Attachment 4 - Component List GA55

Attachment 5 - Service Diagram

Attachment 6 - GA55+ Main Motor Data

Attachment 7 - Noise level GA55+

Attachment 8 - P&ID GA55+

Attachment 9 - Quality Plan

Attachment 10 - Dimension Drawing (9829529800-02)

Attachment 11 - Dryer CD170 Drawing (9829529824-01)

Attachment 12 - Service Diagram CD170 (9827293900-01) Attachment 13 Noise Level CD Grades range

Attachment 14 - Quality Plan CD+20-335


Adjustment to Contract Price
1)	The original Contract Price was	$	8,658,280,000
2)	Net change by previously authorized Change Orders (See Appendix 1)	$	727,974,810
3)	The Contract Price prior to this Change Order was	$	9,386,254,810
4)	The Aggregate Equipment Price will be increased by this Change Order in the amount of	$ [***]
5)	The Aggregate Labor and Skills Price will be increased by this Change Order in the amount of	$ [***]
6)	The total Aggregate Equipment, Labor and Skills Price will be increased by this Change Order in the amount of	$	1,947,100
7)	The new Contract Price including this Change Order will be	$	9,388,201,910

Adjustment to Key Dates:

The following Key Dates are modified (list all Key Dates modified; insert N/A if no Key Dates modified)

The Key Date for N/A will be (increased)(decreased) by N/A Days.

The Key Date for N/A as of the date of this Change Order therefore is N/A Days after NTP.

(list all Key Dates that are modified by this Change Order using the format set forth above)

The Guaranteed Date of N/A will be (increased)(decreased) by N/A Days.

The Guaranteed Date of N/A as of the effective date of this Change Order therefore is N/A Days after NTP.

(list all Guaranteed Dates that are modified by this Change Order using the format set forth above)

Attached to this Change Order is an updated Schedule E-1 which shall reflect and highlight any adjustment(s) to the Key Dates agreed to in this Change Order. N/A

Impact to other Changed Criteria: (insert N/A if no changes or impact; attach additional documentation if necessary)

Impact on Payment Schedule (including, as applicable, Payment Milestones):

All Impacts to Attachment C (Payment Schedule) resulting from this Change Order EC00263_SC0151 will be incorporated in Change Order EC00298_SC0161 to be executed in 2Q-2026.

Impact on Maximum Cumulative Payment Schedule:

All Impacts to Attachment C (Payment Schedule) resulting from this Change Order EC00263_SC0151 will be incorporated in Change Order EC00298_SC0161 to be executed in 2Q-2026.

Impact on Minimum Acceptance Criteria: N/A

Impact on Performance Guarantees: N/A

Impact on Basis of Design: N/A

Impact on the Total Reimbursement Amount: Will be assessed prior to Substantial Completion of Train 1.

Any other impacts to obligation or potential liability of Contractor or Owner under the EPC Agreement: N/A

[A]This Change Order shall constitute a full and final settlement and accord and satisfaction of all effects of the changes reflected in this Change Order upon the Change Criteria and shall be deemed to compensate Contractor fully for such change subject to exceptions herein: Initials: SFO Contractor AT Owner

[B]Pursuant to Section 6.4 of the Agreement, this Change Order shall not constitute a full and final settlement and accord and satisfaction of all effects of the change reflected in this Change Order upon the Change Criteria and shall not be deemed to compensate Contractor fully for such change, subject to the below:

Initials: Contractor Owner

Upon execution of this Change Order by Owner and Contractor, the above-referenced change shall become a valid and binding part of the Agreement without exception or qualification. Except as modified by this and any previously issued Change Orders or any amendments to the Agreement, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed by each of the Parties’ duly authorized representatives. This Change Order represents full and final consideration and/or adjustments for the above change, except as set out above.


/s/ Alex Thompson						/s/ Scott Osborne
Owner						Contractor

Alex Thompson						Scott Osborne
Name						Name

Authorized Person						Senior Project Manager
Title						Title

April 27, 2026						April 27, 2026
Date of Signing						Date of Signing

CHANGE ORDER

(for use when the Parties mutually agree upon and execute the Change Order pursuant to Section 6.1D or 6.2C)


PROJECT NAME: Rio Grande Natural Gas Liquefaction Facility						DATE OF AGREEMENT: September 14, 2022

AGREEMENT: Amended and Restated Fixed Price Turnkey EPC Agreement of Trains 1 and 2						CHANGE ORDER NUMBER: Owner EC Number: EC00285 Contractor Change Number: SC0152
OWNER: Rio Grande LNG, LLC						EFFECTIVE DATE OF CHANGE ORDER: April 27, 2026

CONTRACTOR: Bechtel Energy Inc.


TITLE: TUG BERTH – UTILITY TRENCH LOCATION DESIGN CHANGE

The EPC Agreement between the Parties listed above is changed as follows:

BACKGROUND:

[***]

CHANGE:

Contractor shall perform the Work required to revise and update the current design documents and associated drawings to reflect the relocated utility trench locations required to resolve the identified conflicts with the midship gangway access. Such revisions shall incorporate the approved utility trench relocation, associated structural support steel adjustments, and revised shore utility tie‑in points, as necessary, to accommodate the permanent gangway installation. The updated design and drawings shall eliminate all interferences.

The general arrangement and conceptual configuration are illustrated below:

[***]

If the scope performed under this Change Order cannot be completed prior to Substantial Completion, Owner and Contractor shall mutually align, acting reasonably and in good faith, to identify the remaining scope items that can be completed as Punchlist items post Substantial Completion. Such alignment shall not be unreasonably withheld, conditioned, or delayed.

Attachments to support this Change Order:

Attachment 1 – Current Tug Berth Design

Attachment 2 – Proposed Gangways

Attachment 3 – Proposed Utility Trench Relocations


Adjustment to Contract Price
1)	The original Contract Price was	$	8,658,280,000
2)	Net change by previously authorized Change Orders (See Appendix 1)	$	729,921,910
3)	The Contract Price prior to this Change Order was	$	9,388,201,910
4)	The Aggregate Equipment Price will be increased by this Change Order in the amount of	$ [***]
5)	The Aggregate Labor and Skills Price will be increased by this Change Order in the amount of	$ [***]
6)	The total Aggregate Equipment, Labor and Skills Price will be increased by this Change Order in the amount of	$	142,000
7)	The new Contract Price including this Change Order will be	$	9,388,343,910

Adjustment to Key Dates