Common use of LNG SPA Maintenance Clause in Contracts

LNG SPA Maintenance. The Company will make a mandatory offer to repurchase Notes in accordance with Section 4.21 if CCL fails to maintain LNG SPAs constituting a combination of the Initial LNG SPAs and/or other Qualifying LNG SPAs providing for commitments to purchase LNG in quantities at least equal to the Base Committed Quantity unless, upon termination of the Initial LNG SPA or any other Qualifying LNG SPA, CCL enters into Qualifying LNG SPA(s) (each, a “Replacement Indenture Qualifying LNG SPA”) within ninety (90) days following such termination to the extent necessary to meet the Base Committed Quantity, which period will be automatically extended by an additional ninety (90) days if the Company certifies to the Trustee prior to the termination of the initial ninety (90) day period that: (a) CCL intends to replace such terminated LNG SPA with one or more LNG SPA that would each be a Qualifying LNG SPA that enable CCL to meet the Base Committed Quantity requirement set forth above and is diligently pursuing such replacement; and (b) the termination of such Qualifying LNG SPA would not reasonably be expected to result in a Material Adverse Effect during such subsequent cure period; provided that (i) if any Loans or Senior Debt Commitments in connection therewith are outstanding and the Intercreditor Agent has approved an extension of any of the above cure periods, then the Company shall have the benefit of such extended cure period under this Indenture to replace such terminated LNG SPA and (ii) if no Loans or Senior Debt Commitments in connection therewith are outstanding, the maximum period within which to replace such terminated LNG SPA shall be three hundred and sixty (360) days. A “Qualifying LNG SPA” comprises each of the Initial LNG SPAs and any other LNG SPA that meets each of the following conditions: (c) With respect to any new LNG SPA or a Replacement Indenture Qualifying LNG SPA: (1) for so long as at least $1 billion of Loans or Senior Debt Commitments in connection therewith are outstanding, such LNG SPA is approved by the Intercreditor Agent; (2) such LNG SPA is entered into for a Qualifying Term and is entered into (i) with an Investment Grade LNG Buyer or, (ii) for so long as at least $1 billion of Loans or Senior Debt Commitments in connection therewith are outstanding, any entity approved pursuant to the terms of the Loans; or (3) in the case of: (A) any new LNG SPA, the Company has obtained and delivered to the Trustee a Rating Reaffirmation which takes into account the proposed LNG SPA and LNG Buyer; or (B) one or more Replacement Indenture Qualifying LNG SPAs that replace one or more terminated LNG SPAs which, in the aggregate, would require the delivery of an annual contracted quantity of no more than 208,571,428 MMBtu in order to replace such terminated LNG SPAs in full, the Company has obtained and delivered to the Trustee a Rating Reaffirmation which (y) takes into account the Replacement Indenture Qualifying LNG SPAs and the LNG Buyers and (z) reaffirms the Company’s rating in effect immediately prior to the occurrence of the termination event giving rise to the termination of the LNG SPAs being replaced (but prior to the running of any applicable notice period or cure period thereunder); and (d) no Material Adverse Effect occurs, or could reasonably be expected to occur, as a result of entering into such LNG SPA or, in the case of a Replacement Indenture Qualifying LNG SPA, the termination of the LNG SPA being replaced and the entering into of the Replacement Indenture Qualifying LNG SPA, taken as a whole. The Company will notify the Trustee upon entry into any new Qualifying LNG SPA promptly (and in any event, within thirty (30) days of entry into such agreement), which notice will provide (a) a description thereof to the Trustee and (b) a statement of whether the Non-FTA Authorization, FTA Authorization, both of the foregoing or any other Export Authorization(s) are Required Export Authorizations in respect of such Qualifying LNG SPA, in accordance with the definition of Required Export Authorization, together with reasonable background information to support such designation and (c) a certification to the effect set forth in clause (b) above. Any LNG SPA that becomes a Qualifying LNG SPA will automatically be deemed to be a Material Project Agreement.

LNG SPA Maintenance. (a) The Company will make a mandatory offer to repurchase Notes in accordance with Section 4.21 if CCL fails to Borrower shall maintain LNG SPAs constituting a combination of the Initial LNG SPAs and/or other Qualifying LNG SPAs providing for commitments to purchase LNG in quantities at least equal to the Base Committed Quantity unlessfor a Qualifying Term unless one or more of such Qualifying LNG SPAs has terminated, upon termination of in which case the Initial Borrower shall enter into a replacement Qualifying LNG SPA or any other Qualifying LNG SPA, CCL enters into Qualifying LNG SPA(s) (each, a “Replacement Indenture Qualifying LNG SPA”) within ninety (90) 90 days following such termination to the extent necessary to meet the Base Committed Quantity, which period will be automatically extended by an additional ninety (90) ; provided that the Borrower shall have a further 90 days to enter into such a replacement Qualifying LNG SPA if the Company certifies to the Trustee prior to the termination of the initial ninety (90) day period thatfollowing two conditions are met: (ai) CCL the Borrower intends to replace such terminated LNG SPA with one or more an LNG SPA that would each be a Qualifying LNG SPA that enable CCL causes the Obligors to meet the Base Committed Quantity requirement set forth above and is diligently pursuing such replacement; and (bii) the termination of such Qualifying LNG SPA would could not reasonably be expected to result in a Material Adverse Effect during such subsequent cure periodEffect; provided that (i) if any Loans or Senior Debt Commitments in connection therewith are outstanding and the Intercreditor Agent has approved an extension of any received a certification from the Borrower confirming that each such condition above has been met prior to the expiration of the above cure periodsinitial 90 day period together with documentation reasonably supporting its certification, then which may include, to the Company shall have extent relevant and applicable, a description of the benefit plans being undertaken and expected schedule for replacement of such extended cure period under this Indenture to replace such the terminated LNG SPA (although commercially sensitive information may be omitted), any measures being taken by the Borrower to address the underlying cause of the termination to the extent relevant to the termination and the replacement process, any interim cash flow mitigation measures being taken by the Borrower (iiincluding sales of spot cargoes) if no Loans or Senior Debt Commitments in connection therewith are outstandingand the impact on the Borrower’s projected Cash Flow during the subsequent cure period. For the avoidance of doubt, the maximum period within which to replace such terminated LNG SPA shall be three hundred and sixty (360) days. A “Qualifying LNG SPA” comprises each of the Initial LNG SPAs and any other LNG SPA that meets each of the following conditions: (c) With respect to any new LNG SPA or a Replacement Indenture Qualifying LNG SPA: (1) for so long as at least $1 billion of Loans or Senior Debt Commitments in connection therewith are outstanding, such LNG SPA is approved by the Intercreditor Agent; (2) such LNG SPA is entered into for a Qualifying Term and is entered into (i) with an Investment Grade LNG Buyer or, (ii) for so long as at least $1 billion of Loans or Senior Debt Commitments in connection therewith are outstanding, any entity approved pursuant to the terms of the Loans; or (3) in the case of: (A) any new LNG SPA, the Company has obtained and delivered to the Trustee a Rating Reaffirmation which takes into account the proposed LNG SPA and LNG Buyer; or (B) one or more Replacement Indenture Qualifying LNG SPAs that replace one or more terminated LNG SPAs which, in the aggregate, would require the delivery of an annual contracted quantity of no more than 208,571,428 MMBtu in order required to replace such terminated LNG SPAs in full, the Company has obtained and delivered to the Trustee a Rating Reaffirmation which (y) takes into account the Replacement Indenture Qualifying LNG SPAs and the LNG Buyers and (z) reaffirms the Company’s rating in effect immediately prior to the occurrence of the termination event giving rise to the termination of the LNG SPAs being replaced (but prior to the running of any applicable notice period or cure period thereunder); and (d) no Material Adverse Effect occurs, or could reasonably be expected to occur, as a result of entering into such LNG SPA or, in the case of a Replacement Indenture Qualifying LNG SPA, the termination of the LNG SPA being replaced and the entering into of the Replacement Indenture Qualifying LNG SPA, taken as a whole. The Company will notify the Trustee upon entry into any new Qualifying LNG SPA promptly (and in any event, within thirty (30) days of entry into such agreement), which notice will provide (a) a description thereof to the Trustee and (b) a statement of whether the Non-FTA Authorization, FTA Authorization, both of the foregoing or any other Export Authorization(s) are Required Export Authorizations in respect of such Qualifying LNG SPA, maintained in accordance with the definition provisions of Required Export Authorization, together with reasonable background information to support such designation and this Section 8.1 (c) a certification to the effect set forth in clause (b) above. Any LNG SPA that becomes a Qualifying Maintenance) are referred to as “Required LNG SPA will automatically be deemed to be a Material Project AgreementSPAs”.

LNG SPA Maintenance. (a) The Company will make a mandatory offer to repurchase Notes in accordance with Section 4.21 if CCL fails to Borrower shall maintain LNG SPAs constituting a combination of the Initial LNG SPAs and/or other Qualifying LNG SPAs providing for commitments to purchase LNG in quantities at least equal to the then applicable Base Committed Quantity unlessfor a Qualifying Term unless one or more of such Qualifying LNG SPAs has terminated, upon termination of in which case the Initial Borrower shall enter into a replacement Qualifying LNG SPA or (and, in the case of any other Qualifying DPU LNG SPASPA permitted hereunder, CCL enters into Qualifying LNG SPA(s) shipping arrangements relating thereto in accordance with Schedule BB (each, a “Replacement Indenture Qualifying LNG SPA”Shipping Agency Term Sheet)) within ninety (90) 90 days following such termination to the extent necessary to meet the then applicable Base Committed Quantity; provided that the Borrower shall have a further 90 days to enter into such a replacement Qualifying LNG SPA (and, which period will be automatically extended by an additional ninety (90in the case of any DPU LNG SPA permitted hereunder, shipping arrangements relating thereto) days if the Company certifies to the Trustee prior to the termination of the initial ninety (90) day period thatfollowing two conditions are met: (ai) CCL the Borrower intends to replace such terminated Qualifying LNG SPA with one or more an LNG SPA that would each be a Qualifying LNG SPA that enable CCL causes the Obligors to meet the then applicable Base Committed Quantity requirement set forth above and is diligently pursuing such replacement; and (bii) the termination of such Qualifying LNG SPA would could not reasonably be expected to result in a Material Adverse Effect during such subsequent cure periodEffect; provided that (i) if any Loans or Senior Debt Commitments in connection therewith are outstanding and the Intercreditor Agent has approved an extension of any received a certification from the Borrower confirming that each such condition above has been met prior to the expiration of the above cure periodsinitial 90 day period together with documentation reasonably supporting its certification, then which may include, to the Company shall have extent relevant and applicable, a description of the benefit plans being undertaken and expected schedule for replacement of such extended cure period under this Indenture to replace such the terminated Qualifying LNG SPA (although commercially sensitive information may be omitted), any measures being taken by the Borrower to address the underlying cause of the termination to the extent relevant to the termination and the replacement process, any interim cash flow mitigation measures being taken by the Borrower (iiincluding sales of spot cargoes) if no Loans or Senior Debt Commitments in connection therewith are outstandingand the impact on the Borrower’s projected Cash Flow during the subsequent cure period. For the avoidance of doubt, the maximum period within which to replace such terminated LNG SPA shall be three hundred and sixty (360) days. A “Qualifying LNG SPA” comprises each of the Initial LNG SPAs and any other LNG SPA that meets each of the following conditions: (c) With respect to any new LNG SPA or a Replacement Indenture Qualifying LNG SPA: (1) for so long as at least $1 billion of Loans or Senior Debt Commitments in connection therewith are outstanding, such LNG SPA is approved by the Intercreditor Agent; (2) such LNG SPA is entered into for a Qualifying Term and is entered into (i) with an Investment Grade LNG Buyer or, (ii) for so long as at least $1 billion of Loans or Senior Debt Commitments in connection therewith are outstanding, any entity approved pursuant to the terms of the Loans; or (3) in the case of: (A) any new LNG SPA, the Company has obtained and delivered to the Trustee a Rating Reaffirmation which takes into account the proposed LNG SPA and LNG Buyer; or (B) one or more Replacement Indenture Qualifying LNG SPAs that replace one or more terminated LNG SPAs which, in the aggregate, would require the delivery of an annual contracted quantity of no more than 208,571,428 MMBtu in order required to replace such terminated LNG SPAs in full, the Company has obtained and delivered to the Trustee a Rating Reaffirmation which (y) takes into account the Replacement Indenture Qualifying LNG SPAs and the LNG Buyers and (z) reaffirms the Company’s rating in effect immediately prior to the occurrence of the termination event giving rise to the termination of the LNG SPAs being replaced (but prior to the running of any applicable notice period or cure period thereunder); and (d) no Material Adverse Effect occurs, or could reasonably be expected to occur, as a result of entering into such LNG SPA or, in the case of a Replacement Indenture Qualifying LNG SPA, the termination of the LNG SPA being replaced and the entering into of the Replacement Indenture Qualifying LNG SPA, taken as a whole. The Company will notify the Trustee upon entry into any new Qualifying LNG SPA promptly (and in any event, within thirty (30) days of entry into such agreement), which notice will provide (a) a description thereof to the Trustee and (b) a statement of whether the Non-FTA Authorization, FTA Authorization, both of the foregoing or any other Export Authorization(s) are Required Export Authorizations in respect of such Qualifying LNG SPA, maintained in accordance with the definition provisions of Required Export Authorization, together with reasonable background information to support such designation and this Section 8.1 (c) a certification to the effect set forth in clause (b) above. Any LNG SPA that becomes a Qualifying Maintenance) are referred to as “Required LNG SPA will automatically be deemed to be a Material Project AgreementSPAs”.

LNG SPA Maintenance. The Company will make a mandatory offer to repurchase Notes in accordance with Section 4.21 if CCL the Company fails to maintain LNG SPAs constituting a combination of the Initial LNG SPAs and/or other Qualifying LNG SPAs providing for commitments to purchase LNG in quantities at least equal to the Base Committed Quantity unless, upon termination of the Initial LNG SPA or any other Qualifying LNG SPA, CCL the Company enters into Qualifying Indenture LNG SPA(s) (each, a “Replacement Indenture Qualifying LNG SPA”) within ninety (90) 90 days following such termination to the extent necessary to meet the Base Committed Quantity, which period will be automatically extended by an additional ninety (90) 90 days if the Company certifies to the Trustee prior to the termination of the initial ninety (90) 90 day period that: (a) CCL the Company intends to replace such terminated LNG SPA with one or more LNG SPA SPAs that would each be a Qualifying LNG SPA SPAs that enable CCL the Company to meet the Base Committed Quantity requirement set forth above and is diligently pursuing such replacement; and (b) the termination of such Qualifying LNG SPA would not reasonably be expected to result in a Material Adverse Effect during such subsequent cure period; provided that (i) if any Loans or Senior Debt Commitments in connection therewith are outstanding and the Intercreditor Agent has approved an extension of any of the above cure periods, then the Company shall have the benefit of such extended cure period under this Indenture to replace such terminated LNG SPA and (ii) if no Loans or Senior Debt Commitments in connection therewith are outstanding, the maximum period within which to replace such terminated LNG SPA shall will be three hundred and sixty (360) 360 days. A “Qualifying LNG SPA” comprises each of (i) the Initial LNG SPAs (other than the Excess Capacity LNG SPA), (ii) any LNG SPA entered into for a Qualifying Term in accordance with Section 4.31 and (iii) any other LNG SPA that meets each of the following conditions: (ca) With respect to any new LNG SPA or a Replacement Indenture Qualifying LNG SPA: (1) for so long as at least $1 billion of Loans or Senior Debt Commitments in connection therewith are outstanding, such LNG SPA is approved by the Intercreditor Agent; (2) such LNG SPA is entered into for a Qualifying Term and is entered into (iA) with an Investment Grade LNG Buyer or(or guaranteed by an Investment Grade entity), (iiB) with a counterparty that is party to one of the Initial LNG SPAs (other than the Excess Capacity LNG SPA), (C) in the case of any LNG SPA that is a replacement of an LNG SPA referenced in clauses (a) or (d) of the definition of “Initial LNG SPAs,” an entity with consolidated net tangible assets of at least $15 billion (or guaranteed by an entity with such consolidated net tangible assets), (D) in the case of any LNG SPA entered into in accordance with the provisions described below under Section 4.31 or any LNG SPA that is a replacement of an LNG SPA referenced in clauses (b), (c), (e) or (f) of the definition of “Initial LNG SPAs,” so long as the Company has other Qualifying LNG SPAs for at least 6.0 MTPA of ACQ with counterparties that are an Investment Grade LNG Buyer (or guaranteed by an Investment Grade entity), an entity with consolidated net tangible assets of at least $3 billion per 1.0 MTPA of ACQ (or guaranteed by an entity with such consolidated net tangible assets), or (E) for so long as at least $1 billion of Loans or Senior Debt Commitments in connection therewith are outstanding, any entity approved pursuant to the terms of the Loans; or (3) in the case of: (A) any new LNG SPA, the Company has obtained and delivered to the Trustee a Rating Reaffirmation which takes into account the proposed LNG SPA and LNG Buyer; or (B) one or more Replacement Indenture Qualifying LNG SPAs that replace one or more terminated LNG SPAs which, in the aggregate, would require the delivery of an annual contracted quantity ACQ of no more than 208,571,428 MMBtu 4.0 MTPA in order to replace such terminated LNG SPAs in full, the Company has obtained and delivered to the Trustee a Rating Reaffirmation which (y) takes into account the Replacement Indenture Qualifying LNG SPAs and the LNG Buyers and (z) reaffirms the Company’s rating in effect immediately prior to the occurrence of the termination event giving rise to the termination of the LNG SPAs being replaced (but prior to the running of any applicable notice period or cure period thereunder); and (db) no Material Adverse Effect occurs, or could reasonably be expected to occur, as a result of entering into such LNG SPA or, in the case of a Replacement Indenture Qualifying LNG SPA, the termination of the LNG SPA being replaced and the entering into of the Replacement Indenture Qualifying LNG SPA, taken as a whole. The Company will notify the Trustee upon entry into any new Qualifying LNG SPA promptly (and in any event, within thirty (30) 30 days of entry into such agreement), which notice will provide (a) a description thereof to the Trustee and consistent with the description of the Initial LNG SPAs in the Offering Memorandum, (b) a statement of whether the Non-FTA Authorization, FTA Authorization, both of the foregoing or any other Export Authorization(s) are Required Export Authorizations in respect of such Qualifying LNG SPA, in accordance with the definition of Required Export Authorization, together with reasonable background information to support such designation and (c) a certification to the effect set forth in clause (b) above. Any LNG SPA that becomes a Qualifying LNG SPA will automatically be deemed to be a Material Project Agreement.

LNG SPA Maintenance. The Company will make a mandatory offer to repurchase Notes in accordance with Section 4.21 if CCL fails to maintain LNG SPAs constituting a combination of the Initial LNG SPAs and/or other Qualifying LNG SPAs providing for commitments to purchase LNG in quantities at least equal to the Base Committed Quantity unless, upon termination of the Initial LNG SPA or any other Qualifying LNG SPA, CCL enters into Qualifying LNG SPA(s) (each, a “Replacement Indenture Qualifying LNG SPA”) within ninety (90) 90 days following such termination to the extent necessary to meet the Base Committed Quantity, which period will be automatically extended by an additional ninety (90) 90 days if the Company certifies to the Trustee prior to the termination of the initial ninety (90) 90 day period that: (a) CCL intends to replace such terminated LNG SPA with one or more LNG SPA that would each be a Qualifying LNG SPA that enable CCL to meet the Base Committed Quantity requirement set forth above and is diligently pursuing such replacement; and (b) the termination of such Qualifying LNG SPA would not reasonably be expected to result in a Material Adverse Effect during such subsequent cure period; provided that (i) if any Loans or Senior Debt Commitments in connection therewith are outstanding and the Intercreditor Agent has approved an extension of any of the above cure periods, then the Company shall have the benefit of such extended cure period under this Indenture to replace such terminated LNG SPA and (ii) if no Loans or Senior Debt Commitments in connection therewith are outstanding, the maximum period within which to replace such terminated LNG SPA shall be three hundred and sixty (360) 360 days. A “Qualifying LNG SPA” comprises each of the Initial LNG SPAs and any other LNG SPA that meets each of the following conditions: (c) With respect to any new LNG SPA or a Replacement Indenture Qualifying LNG SPA: (1) for so long as at least $1 billion of Loans or Senior Debt Commitments in connection therewith are outstanding, such LNG SPA is approved by the Intercreditor Agent; (2) such LNG SPA is entered into for a Qualifying Term and is entered into (i) with an Investment Grade LNG Buyer or, (ii) for so long as at least $1 billion of Loans or Senior Debt Commitments in connection therewith are outstanding, any entity approved pursuant to the terms of the Loans; or (3) in the case of: (A) any new LNG SPA, the Company has obtained and delivered to the Trustee a Rating Reaffirmation which takes into account the proposed LNG SPA and LNG Buyer; or (B) one or more Replacement Indenture Qualifying LNG SPAs that replace one or more terminated LNG SPAs which, in the aggregate, would require the delivery of an annual contracted quantity of no more than 208,571,428 MMBtu in order to replace such terminated LNG SPAs in full, the Company has obtained and delivered to the Trustee a Rating Reaffirmation which (y) takes into account the Replacement Indenture Qualifying LNG SPAs and the LNG Buyers and (z) reaffirms the Company’s rating in effect immediately prior to the occurrence of the termination event giving rise to the termination of the LNG SPAs being replaced (but prior to the running of any applicable notice period or cure period thereunder); and (d) no Material Adverse Effect occurs, or could reasonably be expected to occur, as a result of entering into such LNG SPA or, in the case of a Replacement Indenture Qualifying LNG SPA, the termination of the LNG SPA being replaced and the entering into of the Replacement Indenture Qualifying LNG SPA, taken as a whole. The Company will notify the Trustee upon entry into any new Qualifying LNG SPA promptly (and in any event, within thirty (30) 30 days of entry into such agreement), which notice will provide (a) a description thereof to the Trustee consistent with the description of the Initial LNG SPAs in the Offering Memorandum and (b) a statement of whether the Non-FTA Authorization, FTA Authorization, both of the foregoing or any other Export Authorization(s) are Required Export Authorizations in respect of such Qualifying LNG SPA, in accordance with the definition of Required Export Authorization, together with reasonable background information to support such designation and (c) a certification to the effect set forth in clause (b) above. Any LNG SPA that becomes a Qualifying LNG SPA will automatically be deemed to be a Material Project Agreement.

LNG SPA Maintenance. The Company will make a mandatory offer to repurchase Notes in accordance with Section 4.21 if CCL fails to maintain LNG SPAs constituting a combination of the Initial LNG SPAs and/or other Qualifying LNG SPAs providing for commitments to purchase LNG in quantities at least equal to the Base Committed Quantity unless, upon termination of the Initial LNG SPA or any other Qualifying LNG SPA, CCL enters into Qualifying LNG SPA(s) (each, a “Replacement Indenture Qualifying LNG SPA”) within ninety (90) days following such termination to the extent necessary to meet the Base Committed Quantity, which period will be automatically extended by an additional ninety (90) days if the Company certifies to the Trustee prior to the termination of the initial ninety (90) day period that: (a) CCL intends to replace such terminated LNG SPA with one or more LNG SPA that would each be a Qualifying LNG SPA that enable CCL to meet the Base Committed Quantity requirement set forth above and is diligently pursuing such replacement; and (b) the termination of such Qualifying LNG SPA would not reasonably be expected to result in a Material Adverse Effect during such subsequent cure period; provided that (i) if any Loans or Senior Debt Commitments in connection therewith are outstanding and the Intercreditor Agent has approved an extension of any of the above cure periods, then the Company shall have the benefit of such extended cure period under this Indenture to replace such terminated LNG SPA and (ii) if no Loans or Senior Debt Commitments in connection therewith are outstanding, the maximum period within which to replace such terminated LNG SPA shall be three hundred and sixty (360) days. A “Qualifying LNG SPA” comprises each of the Initial LNG SPAs and any other LNG SPA that meets each of the following conditions: (c) With respect to any new LNG SPA or a Replacement Indenture Qualifying LNG SPA: (1) for so long as at least $1 billion of Loans or Senior Debt Commitments in connection therewith are outstanding, such LNG SPA is approved by the Intercreditor Agent; (2) such LNG SPA is entered into for a Qualifying Term and is entered into (i) with an Investment Grade LNG Buyer or, (ii) for so long as at least $1 billion of Loans or Senior Debt Commitments in connection therewith are outstanding, any entity approved pursuant to the terms of the Loans; or (3) in the case of: (A) any new LNG SPA, the Company has obtained and delivered to the Trustee a Rating Reaffirmation which takes into account the proposed LNG SPA and LNG Buyer; or (B) one or more Replacement Indenture Qualifying LNG SPAs that replace one or more terminated LNG SPAs which, in the aggregate, would require the delivery of an annual contracted quantity of no more than 208,571,428 MMBtu in order to replace such terminated LNG SPAs in full, the Company has obtained and delivered to the Trustee a Rating Reaffirmation which (y) takes into account the Replacement Indenture Qualifying LNG SPAs and the LNG Buyers and (z) reaffirms the Company’s rating in effect immediately prior to the occurrence of the termination event giving rise to the termination of the LNG SPAs being replaced (but prior to the running of any applicable notice period or cure period thereunder); and (d) no Material Adverse Effect occurs, or could reasonably be expected to occur, as a result of entering into such LNG SPA or, in the case of a Replacement Indenture Qualifying LNG SPA, the termination of the LNG SPA being replaced and the entering into of the Replacement Indenture Qualifying LNG SPA, taken as a whole. The Company will notify the Trustee upon entry into any new Qualifying LNG SPA promptly (and in any event, within thirty (30) days of entry into such agreement), which notice will provide (a) a description thereof to the Trustee and (b) a statement of whether the Non-FTA Authorization, FTA Authorization, both of the foregoing or any other Export Authorization(s) are Required Export Authorizations in respect of such Qualifying LNG SPA, in accordance with the definition of Required Export Authorization, together with reasonable background information to support such designation and (c) a certification to the effect set forth in clause (b) above. Any LNG SPA that becomes a Qualifying LNG SPA will automatically be deemed to be a Material Project Agreement.