LNG SPA Mandatory Prepayment. (a) The Borrower shall be required to make a mandatory prepayment (an “LNG SPA Mandatory Prepayment”) if either of the events set forth below occurs (each, an “LNG SPA Prepayment Event”):
(i) the Borrower breaches the covenant in Section 8.1 (LNG SPA Maintenance) (taking into account the period set forth therein to replace the relevant LNG SPA); or
(ii) with respect to any Required LNG SPA, a Required Export Authorization becomes Impaired and the Borrower does not:
(A) provide a reasonable remediation plan (setting forth in reasonable detail proposed steps to reinstate the Required Export Authorization or to modify its LNG SPA arrangements, such as through lawful diversions by the counterparty thereto and/or alternative delivery or sale arrangements, such that such Impaired Export Authorization is no longer a Required Export Authorization with respect to any or all such Required LNG SPAs (each such item, an “Export Authorization Remediation”)) within 30 days following such occurrence;
(B) diligently pursue such Export Authorization Remediation; or
(C) cause such Export Authorization Remediation to take effect within 90 days following the occurrence of the Impairment; provided that the Borrower shall have a further 90 days to effect an Export Authorization Remediation if the following two conditions are met:
(1) the Borrower is diligently pursuing its plan for the Export Authorization Remediation; and
(2) the Impairment of the Required Export Authorization of such Required LNG SPA could not reasonably be expected to result in a Material Adverse Effect during such subsequent cure period; and the Intercreditor Agent has received a certification from the Borrower confirming that each such condition above has been met prior to the expiration of the initial 90 day period together with documentation reasonably supporting its certification, which may include, to the extent relevant and applicable, a description of the plans being undertaken for the Export Authorization Remediation (although commercially sensitive information may be omitted), any measures being taken by the Borrower to address the underlying cause of the Impairment to the extent relevant to the Impairment and Export Authorization Remediation, any legal measures being undertaken to reverse the Impairment, any interim cash flow mitigation measures being taken by the Borrower (including sales of spot cargoes), any modification to LNG SPA arrangements such that the Impaired Export Authorization is no l...
