Common use of Additional Unsecured Indebtedness Clause in Contracts

Additional Unsecured Indebtedness. The Borrower may, subject to the terms and conditions of this Section 2.24 (Additional Unsecured Indebtedness), (a)(i) add one or more unsecured term loan facilities to this Agreement and the other Financing Documents or (ii) add one or more additional unsecured term loan, unsecured bond or other unsecured debt facilities pursuant to separate documentation (each such facility in this clause (a), “Additional Unsecured Term Indebtedness”) and/or (b)(i) add one or more senior unsecured revolving credit facilities to this Agreement and the other Financing Documents and/or (ii) add one or more additional unsecured revolving and/or letter of credit facilities pursuant to separate documentation (any such revolving or letter credit facility in this clause (b), “Additional Unsecured Revolving Indebtedness”; the Additional Unsecured Revolving Indebtedness and the Additional Unsecured Term Indebtedness are collectively referred to as “Additional Unsecured Indebtedness”), at its sole discretion, subject to the satisfaction or waiver following conditions: (a) no Default or Event of Default shall have occurred and be continuing; provided that, if the Additional Unsecured Indebtedness at issue will be used to effect an acquisition permitted by the Financing Documents (i) as of the date of execution of the acquisition agreement related to such acquisition, no Event of Default under the Financing Documents has occurred and is continuing, (ii) as of the date of the consummation of such acquisition, no Event of Default pursuant to Sections 8.1(a) (Failure to Make Payments When Due), 8.1(e) (Involuntary Bankruptcy;

Additional Unsecured Indebtedness. The Borrower may, subject Subject to the terms and conditions provisions of this Section 2.24 (2.25, Borrower may incur or issue Additional Unsecured Indebtedness), (a)(i) add one or more unsecured term loan facilities to this Agreement and the other Financing Documents or (ii) add one or more additional unsecured term loan, unsecured bond or other unsecured debt facilities pursuant to separate documentation (each such facility in this clause (a), “Additional Unsecured Term Indebtedness”) and/or (b)(i) add one or more senior unsecured revolving credit facilities to this Agreement and the other Financing Documents and/or (ii) add one or more additional unsecured revolving and/or letter of credit facilities pursuant to separate documentation (any such revolving or letter credit facility in this clause (b), “Additional Unsecured Revolving Indebtedness”; the Additional Unsecured Revolving Indebtedness and the Additional Unsecured Term Indebtedness are collectively referred to as “Additional Unsecured Indebtedness”), at its sole discretion, subject to the satisfaction or waiver following conditions: (a) if the Additional Unsecured Indebtedness will be used solely to (i) repay the Term Loans and/or terminate Term Loan Commitments; or (ii) prepay amounts owing in connection with the Revolving Loans and/or concurrently terminate Revolving Commitments, then (A) no Default or Event of Default shall have has occurred and is continuing and (B) the weighted average life to maturity of any such Additional Unsecured Indebtedness shall be continuingno shorter than the remaining weighted average life to maturity of the Loans being replaced (without giving effect to prior prepayments that would otherwise modify the weighted average life to maturity of such Loans); provided that, or (b) if the Additional Unsecured Indebtedness at issue will be used to effect an acquisition permitted by for general corporate purposes of the Financing Documents Credit Parties, then (i) as of the date of execution of the acquisition agreement related to such acquisition, no Default or Event of Default under the Financing Documents has occurred and is continuing, (ii) as the weighted average life to maturity of any such unsecured debt shall be no shorter than the remaining weighted average life to maturity of the date Loans (without giving effect to prior prepayments that would otherwise modify the weighted average life to maturity of the consummation Loans) and (iii) either (A) Borrower shall have demonstrated by delivery of an updated Base Case Forecast that after the incurrence of such acquisitionAdditional Unsecured Indebtedness, no Event the Projected Debt Service Coverage Ratio for each calendar year through the remaining term of Default pursuant the offtake contracts of SPL, SPLNG and CTPL (assuming, in the case of SPLNG and CTPL, a renewal of each such contract through such calculation period unless, in the case of CTPL, more than 50% of the equity interests in CTPL have been sold by Borrower) shall not be less than 1.50x or (B) two of the Rating Agencies (or one Rating Agency, if only one Rating Agency is then rating the Loans) shall have provided written confirmation of (1) an Investment Grade Rating or (2) the then-prevailing ratings (or better) of the Loans after giving effect to Sections 8.1(a) (Failure to Make Payments When Due), 8.1(e) (Involuntary Bankruptcy;the incurrence of such Additional Unsecured Indebtedness.

Additional Unsecured Indebtedness. The Borrower may, subject to the terms and conditions provisions of this Section 2.24 (Additional Unsecured Indebtedness)2.27, (a)(ix)(i) add one or more unsecured term loan facilities to this Agreement and the other Financing Documents or (ii) add one or more additional unsecured term loan, unsecured bond or other unsecured debt facilities pursuant to separate documentation (each such facility in this clause (ax), “Additional Unsecured Term Indebtedness”) and/or (b)(iy)(i) add one or more senior unsecured revolving credit facilities to this Agreement and the other Financing Documents and/or (ii) add one or more additional unsecured revolving and/or letter of credit facilities pursuant to separate documentation (any such revolving or letter credit facility in this clause (by), “Additional Unsecured Revolving Indebtedness”; the Additional Unsecured Revolving Indebtedness and the Additional Unsecured Term Indebtedness are collectively referred to as “Additional Unsecured Indebtedness”), at its sole discretion, subject to the satisfaction or waiver following conditions: (a) no Default or Event of Default shall have occurred and be continuing; provided thatprovided, that if the Additional Unsecured Indebtedness at issue will be used to effect an acquisition permitted by the Financing Documents Documents, (i) as of the date of execution of the acquisition agreement related to such acquisition, no Default or Event of Default under the Financing Documents has occurred and is continuing, (ii) as of the date of the consummation of such acquisition, no Event of Default pursuant to Sections 8.1(aSection 7.01(a) or Section 7.01(g) has occurred and is continuing, and (Failure iii) any event of default under the loan documents related to Make Payments When Duesuch Additional Secured Indebtedness has been waived or limited as agreed by Borrower and the lenders thereunder, then Borrower shall be permitted to effect the consummation of such acquisition and the incurrence of Additional Unsecured Indebtedness related thereto (it being understood that any such closing or waiver will not waive any Event of Default under the Financing Documents); (b) the Additional Unsecured Indebtedness will have a final maturity no earlier than the Maturity Date; (c) either (i) the Borrower shall certify that after giving effect to the incurrence of such Additional Unsecured Indebtedness, the Borrower’s Projected Debt Service Coverage Ratio is not less than 1.40x or (ii) two of the Rating Agencies (or one Rating Agency, if only one Rating Agency is then rating the Borrower’s long-term senior unsecured debt, the Loans under this Agreement, the Indentures or the corporate family of the Borrower) shall have assigned or reaffirmed an Investment Grade Rating of any of (w) the Borrower’s long-term senior unsecured debt, (x) the Loans under this Agreement, (y) the Indentures or (z) the Borrower’s corporate family or determined that the existing rating for any of the foregoing is not affected (in each case, after giving effect to the incurrence of such Additional Unsecured Indebtedness); and (d) the rate of interest applicable to any such Additional Unsecured Indebtedness, and the amortization schedule (subject to clause (b) above), 8.1(e) pricing and fees with respect thereto shall be determined by the Borrower and the respective lenders providing such Additional Unsecured Indebtedness. To the extent any Additional Unsecured Indebtedness is incurred pursuant to this Agreement, the Financing Documents shall be amended to give effect to the Additional Unsecured Indebtedness by documentation executed by the lender or lenders making the commitments thereunder, the Senior Facility Agent and the Borrower, without the consent of any other Lender (Involuntary Bankruptcy;including the Required Lenders).