Common use of Conditions to Expansion Clause in Contracts

Conditions to Expansion. The Company and any of its Restricted Subsidiaries may exercise their foregoing rights in relation to an Expansion if the following conditions are satisfied and the Company shall have delivered to the Trustee a certificate from an Authorized Officer of the Company certifying that such conditions have been satisfied: (1) the Company has provided to the Trustee a funding plan covering the full amount of costs in respect thereof in order to achieve substantial completion of each Train, as applicable, forming part of such Expansion, a budget and construction schedule of the Expansion, with an appropriate contingency and identifying the source of funds to cover such costs (being permitted Expansion Senior Debt, additional funding (including contributions in the form of Subordinated Debt or Equity Funding) from the Sponsor under an equity commitment agreement (“Expansion Equity Funding Commitment”) and/or Development-generated funds that are projected by the Company to be freely available for Restricted Payments as set forth in sub-clause (6)(C) below); (2) the Company shall have delivered to the Trustee a certificate from an Authorized Officer of the Company certifying that no Material Adverse Effect will occur, or would reasonably be expected to occur, as a result of the implementation of such proposed Expansion (including, without limitation, the construction, ownership or operation thereof), as the case may be; (3) the Independent Engineer shall have certified to the Trustee that it has reviewed and concurs with the Company’s cost estimate under clause (1) above and the Company’s certification in clause (2) above; (4) the Company shall have delivered to the Trustee a certificate from an Authorized Officer of the Company certifying that: (A) all material Permits from a Governmental Authority required in respect of the implementation of such proposed Expansion (excluding any FERC order or Export Authorizations which are addressed in sub-clauses (B) and (C) below) have been obtained or the Company shall have delivered to the Trustee a certificate from an Authorized Officer of the Company certifying that it reasonably expects such material consents can be obtained by the Obligors when necessary without material expense or delay to construction of the Expansion; (B) a FERC order with respect to the Expansion: (i) has been obtained (ii) is in full force and effect, and (iii) is free from conditions and requirements (y) the compliance with which could reasonably be expected to have a Material Adverse Effect or (z) that the applicable Obligor does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development except to the extent that failure to satisfy such condition or requirement would not reasonably be expected to have a Material Adverse Effect; (C) each Export Authorization in respect of the quantum of sales contemplated in connection with the Expansion: (i) has been obtained, (ii) is in full force and effect and (iii) is free from conditions and requirements (y) the compliance with which could reasonably be expected to have a Material Adverse Effect, or (z) that the applicable Obligor does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development except to the extent that failure to satisfy such condition or requirement would not reasonably be expected to have a Material Adverse Effect; (D) the Company has used reasonable commercial efforts to obtain insurance with respect to the proposed Expansion consistent with the requirements of Section 4.23 taking into account the type and value of the Expansion; and (E) the engineering, procurement and construction contract associated with the proposed Expansion is in effect and no material payment default exists thereunder; (5) no Event of Default or Unmatured Event of Default has occurred and is Continuing; (6) if the funding plan delivered under clause (1) above for any Expansion contemplates that: (A) Expansion Senior Debt is a source of funding, then (i) such Senior Debt is permitted under Section 4.09(c) and (ii) the cost of such Expansion that is not covered by Expansion Senior Debt is covered by Expansion Equity Funding Commitments as described in sub-clause (B) below and/or Development-generated funds meeting the requirements under sub-clause (C) below; (B) Expansion Equity Funding Commitments are a source of funding, then the commitment of the Sponsor to provide such Expansion Equity Funding Commitments is set forth in an irrevocable equity commitment agreement in substantially the form of the CEI Equity Contribution Agreement and the Company’s rights under such funding commitments have been assigned to the Security Trustee for the benefit of the Senior Creditors, and the Obligors have obtained a direct agreement with the Security Trustee in respect of each such funding commitment from the entity providing such funding commitment; and (C) Development-generated funds are a source of funding, then such funds are projected by the Company to be freely available for Restricted Payments (taking into account the condition to the making of Restricted Payments in Section 4.06(b), but no others), such projection to be detailed, based on reasonable assumptions and certified by an Authorized Officer to the Trustee. This certification will not require any further determination by the Trustee.

Conditions to Expansion. The Company and any of its Restricted Subsidiaries Loan Parties may exercise their foregoing rights in relation to an Expansion if the following conditions are satisfied and the Company Borrower shall have delivered to the Trustee Working Capital Agent a certificate from an Authorized Officer of the Company Borrower certifying that such conditions have been satisfied: (1i) the Company Borrower has provided to the Trustee Working Capital Agent a funding plan covering the full amount of costs in respect thereof in order to achieve substantial completion of each Train, as applicable, forming part of such Expansion, a budget and construction schedule of the Expansion, with an appropriate contingency and identifying the source of funds to cover such costs (being permitted Expansion Senior Debt, additional funding (including contributions in the form of Subordinated Debt or Equity Funding) from the Sponsor under an equity commitment agreement (“Expansion Equity Funding Commitment”) and/or Development-generated funds that are projected by the Company Borrower to be freely available for Restricted Payments as set forth in sub-clause (6)(Cvi)(3) below); (2ii) the Company Borrower shall have delivered to the Trustee Working Capital Agent a certificate from an Authorized Officer of the Company Borrower certifying that no Material Adverse Effect will occur, or would reasonably be expected to occur, as a result of the implementation of such proposed Expansion (including, without limitation, the construction, ownership or operation thereof), as the case may be; (3iii) the Independent Engineer shall have certified to the Trustee Working Capital Agent that it has reviewed and concurs with the CompanyBorrower’s cost estimate under clause (1i) above and the CompanyBorrower’s certification in clause (2ii) above; (4iv) the Company Borrower shall have delivered to the Trustee Working Capital Agent a certificate from an Authorized Officer of the Company Borrower certifying that: (A1) all material Permits from a Governmental Authority required in respect of the implementation of such proposed Expansion (excluding any FERC order or Export Authorizations which are addressed in sub-clauses (B2) and (C3) below) have been obtained or the Company Borrower shall have delivered to the Trustee Working Capital Agent a certificate from an Authorized Officer of the Company Borrower certifying that it reasonably expects such material consents can be obtained by the Obligors Loan Parties when necessary without material expense or delay to construction of the Expansion; (B2) a FERC order with respect to the Expansion: (iA) has been obtained obtained, (iiB) is in full force and effect, effect and (iiiC) is free from conditions and requirements (y) the compliance with which could reasonably be expected to have a Material Adverse Effect or (z) that the applicable Obligor Loan Party does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development except to the extent that failure to satisfy such condition or requirement would not reasonably be expected to have a Material Adverse Effect; (C3) each Export Authorization in respect of the quantum of sales contemplated in connection with the Expansion: (iA) has been obtained, (iiB) is in full force and effect and (iiiC) is free from conditions and requirements (y) the compliance with which could reasonably be expected to have a Material Adverse Effect, or (z) that the applicable Obligor Loan Party does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development except to the extent that failure to satisfy such condition or requirement would not reasonably be expected to have a Material Adverse Effect; (D4) the Company Borrower has used reasonable commercial efforts to obtain insurance with respect to the proposed Expansion consistent with the requirements of Section 4.23 11 (Insurance and Insurance Reporting) of this Schedule I taking into account the type and value of the Expansion; and (E5) the engineering, procurement and construction contract associated with the proposed Expansion is in effect and no material payment default exists thereunder; (5v) no Event of Default or Unmatured Event of Default has occurred and is Continuing; (6vi) if the funding plan delivered under clause (1i) above for any Expansion contemplates that: (A1) Expansion Senior Debt is a source of funding, then (iA) such Senior Debt is permitted under Section 4.09(cmeets the conditions in clause (c) below and (iiB) the cost of such Expansion that is not covered by Expansion Senior Debt is covered by Expansion Equity Funding Commitments as described in sub-clause (B2) below and/or Development-generated funds meeting the requirements under sub-clause (C3) below; (B2) Expansion Equity Funding Commitments are a source of funding, then the commitment of the Sponsor to provide such Expansion Equity Funding Commitments is set forth in an irrevocable equity commitment agreement in substantially the form of the CEI Equity Contribution Agreement and the CompanyBorrower’s rights under such funding commitments have been assigned to the Security Trustee for the benefit of the Senior Creditors, and the Obligors Loan Parties have obtained a direct agreement with the Security Trustee in respect of each such funding commitment from the entity providing such funding commitment; and (C3) Development-generated funds are a source of funding, then such funds are projected by the Company Borrower to be freely available for Restricted Payments (taking into account the condition to the making of Restricted Payments in Section 4.06(bSchedule II(b), but no others), such projection to be detailed, based on reasonable assumptions and certified by an Authorized Officer of the Borrower, and the Independent Engineer shall have certified to the TrusteeWorking Capital Facility Agent that it has reviewed and concurs with the Borrower’s assumptions related to Operating and Maintenance Expenses included in any such projection of Development-generated funds. This certification These certifications will not require any further determination by the TrusteeWorking Capital Facility Agent.

Conditions to Expansion. The Company and any of its Restricted Subsidiaries may exercise their foregoing rights in relation to an Expansion if the following conditions are satisfied and the Company shall have delivered to the Trustee a certificate from an Authorized Officer of the Company certifying that such conditions have been satisfied: (1) the Company has provided to the Trustee a funding plan covering the full amount of costs in respect thereof in order to achieve substantial completion of each Train, as applicable, forming part of such Expansion, a budget and construction schedule of the Expansion, with an appropriate contingency and identifying the source of funds to cover such costs (being permitted Expansion Senior Debt, additional funding (including contributions in the form of Subordinated Debt or Equity Funding) from the Sponsor under an equity commitment agreement (“Expansion Equity Funding Commitment”) and/or Development-generated funds that are projected by the Company to be freely available for Restricted Payments as set forth in sub-clause (6)(Cf)(iii) below); (2) the Company shall have delivered to the Trustee a certificate from an Authorized Officer of the Company certifying that no Material Adverse Effect will occur, or would reasonably be expected to occur, as a result of the implementation of such proposed Expansion (including, without limitation, the construction, ownership or operation thereof), as the case may be; (3) the Independent Engineer shall have certified to the Trustee that it has reviewed and concurs with the Company’s cost estimate under clause (1) above and the Company’s certification in clause (2) above; (4) the Company shall have delivered to the Trustee a certificate from an Authorized Officer of the Company certifying that: (A) all material Permits from a Governmental Authority required in respect of the implementation of such proposed Expansion (excluding any FERC order or Export Authorizations which are addressed in sub-clauses (B) and (C) below) have been obtained or the Company shall have delivered to the Trustee a certificate from an Authorized Officer of the Company certifying that it reasonably expects such material consents can be obtained by the Obligors when necessary without material expense or delay to construction of the Expansion; (B) a FERC order with respect to the Expansion: (i) has been obtained (ii) is in full force and effect, and (iii) is free from conditions and requirements (y) the compliance with which could reasonably be expected to have a Material Adverse Effect or (z) that the applicable Obligor does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development except to the extent that failure to satisfy such condition or requirement would not reasonably be expected to have a Material Adverse Effect; (C) each Export Authorization in respect of the quantum of sales contemplated in connection with the Expansion: (i) has been obtained, (ii) is in full force and effect and (iii) is free from conditions and requirements (y) the compliance with which could reasonably be expected to have a Material Adverse Effect, or (z) that the applicable Obligor does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development except to the extent that failure to satisfy such condition or requirement would not reasonably be expected to have a Material Adverse Effect; (D) the Company has used reasonable commercial efforts to obtain insurance with respect to the proposed Expansion consistent with the requirements of Section 4.23 taking into account the type and value of the Expansion; and (E) the engineering, procurement and construction contract associated with the proposed Expansion is in effect and no material payment default exists thereunder; (5) no Event of Default or Unmatured Event of Default has occurred and is Continuing; (6) if the funding plan delivered under clause (1) above for any Expansion contemplates that: (A) Expansion Senior Debt is a source of funding, then (i) such Senior Debt is permitted under Section 4.09(c) and (ii) the cost of such Expansion that is not covered by Expansion Senior Debt is covered by Expansion Equity Funding Commitments as described in sub-clause (Bb) below and/or Development-generated funds meeting the requirements under sub-clause (Cc) below; (B) Expansion Equity Funding Commitments are a source of funding, then the commitment of the Sponsor to provide such Expansion Equity Funding Commitments is set forth in an irrevocable equity commitment agreement in substantially the form of the CEI Equity Contribution Agreement and the Company’s rights under such funding commitments have been assigned to the Security Trustee for the benefit of the Senior Creditors, and the Obligors have obtained a direct agreement with the Security Trustee in respect of each such funding commitment from the entity providing such funding commitment; and (C) Development-generated funds are a source of funding, then such funds are projected by the Company to be freely available for Restricted Payments (taking into account the condition to the making of Restricted Payments in Section 4.06(b), but no others), such projection to be detailed, based on reasonable assumptions and certified by an Authorized Officer to the Trustee. This certification will not require any further determination by the Trustee.

Conditions to Expansion. The Company and any of its Restricted Subsidiaries Loan Parties may exercise their foregoing rights in relation to an Expansion if the following conditions are satisfied and the Company Borrower shall have delivered to the Trustee Working Capital Agent a certificate from an Authorized Officer of the Company Borrower certifying that such conditions have been satisfied: (1i) the Company Borrower has provided to the Trustee Working Capital Agent a funding plan covering the full amount of costs in respect thereof in order to achieve substantial completion of each Train, as applicable, forming part of such Expansion, a budget and construction schedule of the Expansion, with an appropriate contingency and identifying the source of funds to cover such costs (being permitted Expansion Senior Debt, additional funding (including contributions in the form of Subordinated Debt or Equity Funding) from the Sponsor under an equity commitment agreement (“Expansion Equity Funding Commitment”) and/or Development-generated funds that are projected by the Company Borrower to be freely available for Restricted Payments as set forth in sub-clause (6)(Cvi)(3) below); (2ii) the Company Borrower shall have delivered to the Trustee Working Capital Agent a certificate from an Authorized Officer of the Company Borrower certifying that no Material Adverse Effect will occur, or would reasonably be expected to occur, as a result of the implementation of such proposed Expansion (including, without limitation, the construction, ownership or operation thereof), as the case may be; (3iii) the Independent Engineer shall have certified to the Trustee Working Capital Agent that it has reviewed and concurs with the CompanyBorrower’s cost estimate under clause (1i) above and the CompanyBorrower’s certification in clause (2ii) above; (4iv) the Company Borrower shall have delivered to the Trustee Working Capital Agent a certificate from an Authorized Officer of the Company Borrower certifying that: (A1) all material Permits from a Governmental Authority required in respect of the implementation of such proposed Expansion (excluding any FERC order or Export Authorizations which are addressed in sub-clauses (B2) and (C3) below) have been obtained or the Company Borrower shall have delivered to the Trustee Working Capital Agent a certificate from an Authorized Officer of the Company Borrower certifying that it reasonably expects such material consents can be obtained by the Obligors Loan Parties when necessary without material expense or delay to construction of the Expansion; (B2) a FERC order with respect to the Expansion: (iA) has been obtained obtained, (iiB) is in full force and effect, effect and (iiiC) is free from conditions and requirements (y) the compliance with which could reasonably be expected to have a Material Adverse Effect or (z) that the applicable Obligor Loan Parties does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development except to the extent that failure to satisfy such condition or requirement would not reasonably be expected to have a Material Adverse Effect; (C3) each Export Authorization in respect of the quantum of sales contemplated in connection with the Expansion: (iA) has been obtained, (iiB) is in full force and effect and (iiiC) is free from conditions and requirements (y) the compliance with which could reasonably be expected to have a Material Adverse Effect, or (z) that the applicable Obligor Loan Party does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development except to the extent that failure to satisfy such condition or requirement would not reasonably be expected to have a Material Adverse Effect; (D4) the Company Borrower has used reasonable commercial efforts to obtain insurance with respect to the proposed Expansion consistent with the requirements of Section 4.23 11 (Insurance and Insurance Reporting) of this Schedule I taking into account the type and value of the Expansion; and (E5) the engineering, procurement and construction contract associated with the proposed Expansion is in effect and no material payment default exists thereunder; (5v) no Event of Default or Unmatured Event of Default has occurred and is Continuing; (6vi) if the funding plan delivered under clause (1i) above for any Expansion contemplates that: (A1) Expansion Senior Debt is a source of funding, then (iA) such Senior Debt is permitted under Section 4.09(cmeets the conditions in clause (c) below and (iiB) the cost of such Expansion that is not covered by Expansion Senior Debt is covered by Expansion Equity Funding Commitments as described in sub-clause (B2) below and/or Development-Development generated funds meeting the requirements under sub-clause (C3) below; (B2) Expansion Equity Funding Commitments are a source of funding, then the commitment of the Sponsor to provide such Expansion Equity Funding Commitments is set forth in an irrevocable equity commitment agreement in substantially the form of the CEI Equity Contribution Agreement and the CompanyBorrower’s rights under such funding commitments have been assigned to the Security Trustee for the benefit of the Senior Creditors, and the Obligors Loan Parties have obtained a direct agreement with the Security Trustee in respect of each such funding commitment from the entity providing such funding commitment; and (C3) Development-generated funds are a source of funding, then such funds are projected by the Company Borrower to be freely available for Restricted Payments (taking into account the condition to the making of Restricted Payments in Section 4.06(bSchedule II(b), but no others), such projection to be detailed, based on reasonable assumptions and certified by an Authorized Officer of the Borrower, and the Independent Engineer shall have certified to the TrusteeWorking Capital Facility Agent that it has reviewed and concurs with the Borrower’s assumptions related to Operating and Maintenance Expenses included in any such projection of Development-generated funds. This certification These certifications will not require any further determination by the TrusteeWorking Capital Facility Agent.