Common use of Expansion Senior Debt Clause in Contracts

Expansion Senior Debt. The Company may incur Senior Debt to finance a Permitted Development Expenditure or Expansion (“Expansion Senior Debt”), as the case may be, so long as each of the following conditions is satisfied and the Company shall have delivered to the Trustee a certificate from an Authorized Officer certifying that such conditions have been satisfied: (1) if the Expansion Senior Debt is incurred to fund Permitted Development Expenditures, (i) the design, development, construction and operation of such Permitted Development Expenditure is permitted by Section 4.10 and (ii) the aggregate amount of Expansion Senior Debt used or to be used for Permitted Development Expenditures falling into categories (b) and (c) of the definition thereof is less than $300,000,000; (2) if the Expansion Senior Debt is incurred to fund an Expansion, the design, development, construction and operation of such Expansion is permitted by Section 4.11; (3) no Event of Default or Unmatured Event of Default has occurred and is Continuing; (4) in the event any Train, LNG SPA or engineering, construction and procurement contract related to the Train or Trains being financed with the proceeds of such Expansion Senior Debt (such Train, LNG SPA and engineering, construction and procurement contract, the “Applicable Expansion Debt Assets”) are not part of the Collateral, prior to the incurrence of such Expansion Senior Debt, the applicable Obligor will deliver such additional agreements and supplements to the Security Documents as are necessary or advisable in order to subject such Applicable Expansion Debt Assets to the Security Interests at the time such Expansion Senior Debt is incurred; (5) any Required LNG SPAs are then in effect and there is no material payment default or breach thereunder (or, for any new Required LNG SPA related to LNG to be produced from the Expansion, remain subject only to customary conditions that could be satisfied upon taking an investment decision with respect to the Expansion); (6) if the Expansion Senior Debt is incurred to fund an Expansion, the amount of all Senior Debt (excluding Working Capital Debt and excluding all Indebtedness under Permitted Senior Debt Hedging Instruments) outstanding after giving effect to the incurrence of Expansion Senior Debt is capable of being amortized to a zero balance by the termination date of the last to terminate of the Qualifying LNG SPAs then in effect and incremental Qualifying LNG SPAs entered into in respect of sales of LNG associated with the Expansion, and produces a Projected Fixed DSCR of at least 1.40:1.00 for the period commencing on the first Indenture Payment Date to occur after the last “guaranteed substantial completion date” (as defined in the applicable engineering, procurement and construction contract) with respect to any Trains then in construction or with respect to which the Expansion Senior Debt is being incurred, through the terms of such Qualifying LNG SPAs (with such ratio calculated using such Qualifying LNG SPAs and using an interest rate equal to the weighted average interest rate of Senior Debt (excluding Working Capital Debt) outstanding after giving effect to the incurrence of the Expansion Senior Debt); (7) if the Expansion Senior Debt is incurred to fund an Expansion: (A) for so long as at least $1 billion of Loans or Senior Debt Commitments in connection therewith are outstanding, the Company has obtained the consent of the Facility Lenders pursuant to Section 6.5 of the Common Terms Agreement if such consent is required under the Common Terms Agreement or a Facility Agreement prior to the incurrence of Expansion Senior Debt; or (B) the Company has obtained and delivered to the Trustee a Rating Reaffirmation in respect of the Notes on the basis of the incurrence of such Expansion Senior Debt; (8) the final maturity date of the Expansion Senior Debt is no earlier than the latest “guaranteed substantial completion date” set forth in the applicable engineering, procurement and construction contract for that part of the Development associated with the applicable Train or Trains forming part of such Expansion; and (9) the Expansion Senior Debt does not benefit from any security or guarantee from the Obligors or the Sponsor or its Affiliates that is in addition to any security or guarantee from such Persons provided in respect of the Initial Senior Debt unless such security or guarantee is provided for the equal and ratable benefit of each Senior Creditor.

Expansion Senior Debt. The Following the occurrence of LNG Production System Substantial Completion for LPS2, the Company may incur Senior Debt to finance a Permitted Development Expenditure or an Expansion (“Expansion Senior Debt”), as the case may be, so long as each of the following conditions is 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) if the Expansion Senior Debt is incurred Company shall have delivered to fund Permitted Development Expenditures, (i) the design, development, construction and operation Trustee a certificate of such Permitted Development Expenditure is permitted by Section 4.10 and (ii) the aggregate amount of Expansion Senior Debt used or to be used for Permitted Development Expenditures falling into categories (b) and (c) an Authorized Officer of the definition thereof is less than $300,000,000Company certifying that LNG Production System Substantial Completion for LPS2 has occurred; (2) if the Expansion Senior Debt is incurred to fund an Expansion, the design, development, construction and operation of such Expansion is permitted by Section 4.114.11(a); (3) no Event of Default or Unmatured Event of Default has occurred and is Continuing; (4) in the event any Trainmixed refrigerant liquefaction blocks, LNG SPA or engineeringmodules, construction pretreatment facilities and procurement contract related to the Train or Trains supporting facilities being financed with the proceeds of such Expansion Senior Debt (such TrainDebt, any related loading, transportation and storage facilities, any related LNG SPA and or any related engineering, construction and procurement contract(collectively, the “Applicable Expansion Debt Assets”) are not part of the Collateral, prior to the incurrence of such Expansion Senior Debt, the applicable Obligor will deliver such additional agreements and supplements to the Security Documents as are necessary or advisable in order to subject such Applicable Expansion Debt Assets to the Security Interests at the time such Expansion Senior Debt is incurred; (5) any Required LNG SPAs are then in effect and there is no material payment default or breach thereunder (or, for any new Required LNG SPA related to LNG to be produced from the Expansion, remain subject only to customary conditions that could be satisfied upon taking an investment decision with respect to the Expansion); (6) if the Expansion Senior Debt is incurred to fund an Expansion, the amount of all Senior Debt (excluding Working Capital Debt and excluding all Indebtedness under Permitted Senior Debt Hedging Instruments) outstanding after giving effect to the incurrence of Expansion Senior Debt is capable of being amortized to a zero balance by the termination date of the last to terminate of the Qualifying Indenture LNG SPAs then in effect and incremental Qualifying Indenture LNG SPAs entered into in respect of sales of LNG associated with the Expansion, and produces a Projected Fixed DSCR of at least 1.40:1.00 for the period commencing on the first Indenture Payment Date to occur after the last “guaranteed facility substantial completion datedeadline” (as defined in the applicable engineering, procurement and and/or construction contractcontracts) or comparable term, in each case, with respect to any Trains then in construction or with respect to which the Applicable Expansion Senior Debt is being incurredAssets, through the terms of such Qualifying Indenture LNG SPAs (with such ratio calculated using such Qualifying Indenture LNG SPAs and using an interest rate equal to the weighted average interest rate of Senior Debt (excluding Working Capital Debt) outstanding after giving effect to the incurrence of the Expansion Senior Debt); (7) if the Expansion Senior Debt is incurred to fund an Expansion: (A) for so long as at least $1 billion of Loans or Senior Debt Commitments in connection therewith are outstanding, the Company has obtained the consent of the Facility Lenders pursuant to Section 6.5 of the Common Terms Agreement if such consent is required under the Common Terms Agreement or a Facility Agreement prior to the incurrence of Expansion Senior Debt; or (B) the Company has obtained and delivered to the Trustee a Rating Reaffirmation in respect of the Notes on the basis of the incurrence of such Expansion Senior Debt; (8) the final maturity date of the Expansion Senior Debt is no earlier than the latest “guaranteed facility substantial completion datedeadline” set forth (as defined in the applicable engineering, procurement and and/or construction contract for that part of contracts) or comparable term, in each case, with respect to the Development associated with the applicable Train or Trains forming part of such ExpansionApplicable Expansion Debt Assets; and (9) the Expansion Senior Debt does not benefit from any security or guarantee from the Obligors or the Sponsor or its Affiliates (other than cash or letters of credit provided by the Sponsors or their Affiliates to fund the Senior Facilities Debt Service Reserve Account, any Additional Debt Service Reserve Account or any other reserve account required by such Expansion Senior Debt) that is in addition to any security or guarantee from such Persons provided in respect of the Initial Senior Debt unless such security or guarantee is provided for the equal and ratable benefit of each Senior Creditor.