Common use of Mandatory Prepayment of Secured Debt Clause in Contracts

Mandatory Prepayment of Secured Debt. (a) In addition to scheduled principal repayments, the Borrower shall make the following mandatory payments (as prepayments to be effected in each case in the manner specified in Section 3.4(b) below): (i) to the extent of any Net Available Amount not otherwise applied in accordance with Section 5.08 (Insurance/Condemnation Proceeds Account) of the Accounts Agreement; (ii) to the extent of any Net Cash Proceeds received from sales of assets (other than asset disposals in the ordinary course of business, including sales of LNG, natural gas and other commercial products) that are in excess of (A) in the case of any Senior Debt other than Senior Bonds, fifty million Dollars ($50,000,000) individually or two hundred million Dollars ($200,000,000) in the aggregate over the term of this Agreement and (B) in the case of one or more series of Senior Bonds, any amounts, individually or in the aggregate, equal to or in excess of the amounts set forth in clause (A) as set forth in the Senior Debt Instrument governing such Senior Bonds and, in each case, that are not used to purchase replacement assets within one hundred eighty (180) days following receipt thereof (or two hundred seventy (270) days if a commitment to purchase replacement assets is entered into within one hundred eighty (180) days following the receipt of such proceeds); (iii) to the extent required under Section 2.6(j) (Replacement Debt); (iv) to the extent of the amount of all Performance Liquidated Damages that are in excess of (A) in the case of any Senior Debt other than Senior Bonds, ten million Dollars ($10,000,000) in the aggregate and (B) in the case of one or more series of Senior Bonds, any amounts, individually or in the aggregate, equal to or in excess of the amounts set forth in clause (A) as set forth in the Senior Debt Instrument governing such Senior Bonds and, in each case, that are not used to address any deficiency pursuant to Section 5.08 (Insurance/Condemnation Proceeds Account) of the Accounts Agreement; (v) to the extent of the amount of all proceeds received from any Escrowed Amounts (under and as defined in each of the EPC Contracts) after the Project Completion Date, unless the Borrower is permitted to make a Restricted Payment pursuant to Section 5.10(d) (Distribution Account) of the Accounts Agreement on the next succeeding Payment Date; (vi) other than with respect to any series of Senior Bonds, unless the Senior Debt Instrument governing such Senior Bonds specifically so requires, any amounts on deposit in the Distribution Account for four (4) consecutive scheduled Quarterly Payment Dates; and (vii) on the Project Completion Date, an amount equal to the Facility Debt Reduction Amount; and (viii) to the extent required under Section 5.01(e) (Mandatory Prepayments from Equity Proceeds Account) of the Accounts Agreement and Section 5.10(e) (Mandatory Prepayments from Distribution Account) of the Accounts Agreement. (b) The Borrower shall pay: (A) with respect to each prepayment to be made pursuant to this Section 3.4 (other than clause (a)(iii) (with respect to the prepayments required under Section 2.6(j)(ii) (Replacement Debt)) and clauses (a)(vii) and (a)(viii) above), on a pro rata basis to the relevant Secured Debt Holder Group Representatives; (B) with respect to each prepayment to be made pursuant to clause (a)(vii) above, on a pro rata basis across the Facilities to the relevant Secured Debt Holder Group Representatives under the Facility Agreements; and (C) with respect to each prepayment to be made pursuant to clause (a)(iii) above (with respect to the prepayments required under Section 2.6(j)(ii) (Replacement Debt)) and clause (a)(viii) above, on a pro rata basis across the KEXIM Covered Facility, KEXIM Direct Facility and KSURE Covered Facility to the relevant Secured Debt Holder Group Representatives under the relevant Facility Agreements, in each case, for the account of the relevant Secured Parties (and in the case of outstanding Commercial Bank Loans, pro rata across all Tranches and pro rata within each Tranche of such Commercial Bank Loans) the sum of the following amounts: (i) the principal (including any make whole amount required to be paid under the terms of the applicable Secured Debt Instrument) of, and accrued but unpaid interest on, the Secured Debt to be prepaid; (ii) any additional amounts required to be paid due to funding losses as required under each Secured Debt Instrument; (iii) except for amounts to be paid to the Secured Hedge Representatives for the account of the Qualified Counterparties to the Interest Rate Protection Agreements as set forth immediately below, any other Obligations due in connection with any prepayment under the Financing Documents; and (iv) if applicable, on a pro rata basis with the payments required under clause (b)(i), (ii) and (iii) above, to the Secured Hedge Representatives for the account of the Qualified Counterparties to the Interest Rate Protection Agreements the Hedge Termination Values payable in respect of any Interest Rate Protection Agreement to be terminated in connection with such prepayment in accordance with Section 3.5 (Termination of Interest Rate Protection Agreement in Connection with Any Prepayment), which terminated Interest Rate Protection Agreement shall be specified by the Borrower in the notice of prepayment; provided, that any Hedge Termination Value that is not due at such time in accordance with Section 3.5 (Termination of Interest Rate Protection Agreement in Connection with Any Prepayment) shall be retained in the Construction Account or the Revenue Account, as applicable, and applied at the time required as set forth in such Section. Payments of principal of the Secured Debt pursuant to this Section 3.4 will be applied in inverse order of maturity, if applicable, or such other order as may be specified in the applicable Senior Debt Instrument (except that mandatory repayments under clause (a)(iv) above shall be applied pro rata against subsequent scheduled payments); provided that payments of principal of the Facility Debt shall be applied in the same order of maturity across all Facilities.

Mandatory Prepayment of Secured Debt. (a) In addition to scheduled principal repayments, the Borrower shall make the following mandatory payments (as prepayments to be effected in each case in the manner specified in Section 3.4(b) below): (i) to the extent of any Net Available Amount not otherwise applied in accordance with Section 5.08 (Insurance/Condemnation Proceeds Account) of the Accounts Agreement; (ii) to the extent of any Net Cash Proceeds received from sales of assets (other than asset disposals in the ordinary course of business, including sales of LNG, natural gas LNG and other commercial products) that are in excess of five million Dollars (A$5,000,000) in the case of any Senior Debt other than Senior Bonds, individually or fifty million Dollars ($50,000,000) individually or two hundred million Dollars ($200,000,000) in the aggregate over the term of this Agreement and (B) in the case of one or more series of Senior Bonds, any amounts, individually or in the aggregate, equal to or in excess of the amounts set forth in clause (A) as set forth in the Senior Debt Instrument governing such Senior Bonds and, in each case, that are not used to purchase replacement assets within one hundred eighty (180) days following receipt thereof (or two hundred seventy (270) days if a commitment to purchase replacement assets is entered into within one hundred eighty (180) days following the receipt of such proceeds); (iii) to the extent of the amount of all Project Document Termination Payments in excess of one million Dollars ($1,000,000) under any Material Project Document; (iv) to the extent required under Section 2.6(j2.5(b)(ii) (Replacement Debt); (ivv) to the extent of the amount of all Performance Liquidated Damages that are in excess of (A) in the case of any Senior Debt other than Senior Bonds, ten one million Dollars ($10,000,0001,000,000) in the aggregate and (B) in the case of one or more series of Senior Bonds, any amounts, individually or in the aggregate, equal to or in excess of the amounts set forth in clause (A) as set forth in the Senior Debt Instrument governing such Senior Bonds and, in each case, that are not used to address any deficiency pursuant to Section 5.08 (Insurance/Condemnation Proceeds Account) of the Accounts Agreement; (vvi) to the extent of the amount of all proceeds received from any Escrowed Amounts (under and as defined in each of the EPC ContractsContract) after the Project Completion Date, unless the Borrower is permitted to make a Restricted Payment pursuant to Section 5.10(d) (Distribution Account) of the Accounts Agreement on the next succeeding Payment Date;; and (vivii) other than with respect to any series of Senior Bonds, unless the Senior Debt Instrument governing such Senior Bonds specifically so requires, any amounts on deposit in the Distribution Account for four (4) consecutive scheduled Quarterly Payment Dates; and (vii) on the Project Completion Date, an amount equal to the Facility Debt Reduction Amount; and (viii) to the extent required under Section 5.01(e) (Mandatory Prepayments from Equity Proceeds Account) of the Accounts Agreement and Section 5.10(e) (Mandatory Prepayments from Distribution Account) of the Accounts Agreement. (b) The Borrower shall pay: (A) with With respect to each prepayment to be made pursuant to this Section 3.4 3.4, the Borrower shall pay (other than clause (a)(iii) (with respect to the prepayments required under Section 2.6(j)(ii) (Replacement Debt)) and clauses (a)(vii) and (a)(viii) above), on a pro rata basis basis) to the relevant Secured Debt Holder Group Representatives; (B) with respect to each prepayment to be made pursuant to clause (a)(vii) above, on a pro rata basis across the Facilities to the relevant Secured Debt Holder Group Representatives under the Facility Agreements; and (C) with respect to each prepayment to be made pursuant to clause (a)(iii) above (with respect to the prepayments required under Section 2.6(j)(ii) (Replacement Debt)) and clause (a)(viii) above, on a pro rata basis across the KEXIM Covered Facility, KEXIM Direct Facility and KSURE Covered Facility to the relevant Secured Debt Holder Group Representatives under the relevant Facility Agreements, in each case, for the account of the relevant Secured Parties (and in the case of outstanding Commercial Bank Construction/Term Loans, pro rata across all Tranches and pro rata within each Tranche of such Commercial Bank Construction/Term Loans) the sum of the following amounts: (i) the principal (including any required make whole amount required to be paid under the terms of the applicable Secured Debt Instrumentamount) of, and accrued but unpaid interest on, the Secured Debt to be prepaid; (ii) any additional amounts required to be paid due to funding losses as required under each Secured Debt Instrument;; and (iii) except for amounts to be paid to the Secured Hedge Representatives for the account of the Qualified Counterparties to the Interest Rate Protection Agreements as set forth immediately below, any other Obligations due in connection with any prepayment under the Financing Documents; and (iv) if applicable, on a pro rata basis with the payments required under clause (b)(i), (ii) and (iii) above, to the Secured Hedge Representatives for the account of the Qualified Counterparties to the Interest Rate Protection Agreements the Hedge Termination Values payable in respect of any Interest Rate Protection Agreement to be terminated in connection with such prepayment in accordance with Section 3.5 (Termination of Interest Rate Protection Agreement in Connection with Any Prepayment), which terminated Interest Rate Protection Agreement shall be specified by the Borrower in the notice of prepayment; provided, that any Hedge Termination Value that is not due at such time in accordance with Section 3.5 (Termination of Interest Rate Protection Agreement in Connection with Any Prepayment) shall be retained in the Construction Account or the Revenue Account, as applicable, and applied at the time required as set forth in such Section. Payments of principal of the Secured Debt pursuant to this Section 3.4 will be applied in inverse order of maturity, if applicable, or such other order as may be specified in the applicable Senior Debt Instrument maturity (except that mandatory repayments under clause (a)(iva)(v) above shall be applied pro rata against subsequent scheduled payments); provided that payments of principal of the Facility Debt shall be applied in the same order of maturity across all Facilities.

Mandatory Prepayment of Secured Debt. (a) In addition to scheduled principal repayments, the Borrower shall make the following mandatory payments (as prepayments to be effected in each case in the manner specified in Section 3.4(b) below): (i) to the extent of any Net Available Amount not otherwise applied in accordance with Section 5.08 (Insurance/Condemnation Proceeds Account) of the Accounts Agreement; (ii) to the extent of any Net Cash Proceeds received from sales of assets (other than asset disposals in the ordinary course of business, including sales of LNG, natural gas and other commercial products) that are in excess of (A) in the case of any Senior Debt other than Senior Bonds, fifty ten million Dollars ($50,000,00010,000,000) individually or two one hundred million Dollars ($200,000,000100,000,000) in the aggregate over the term of this Agreement and (B) in the case of one or more series of Senior Bonds, any amounts, individually or in the aggregate, equal to or in excess of the amounts set forth in clause (A) as set forth in the Senior Debt Instrument governing such Senior Bonds and, in each case, that are not used to purchase replacement assets within one hundred eighty (180) days following receipt thereof (or two hundred seventy (270) days if a commitment to purchase replacement assets is entered into within one hundred eighty (180) days following the receipt of such proceeds); (iii) to the extent of the amount of all Project Document Termination Payments in excess of two million Dollars ($2,000,000) under any Material Project Document; (iv) to the extent required under Section 2.6(j2.5(j) (Replacement Debt); (ivv) to the extent of the amount of all Performance Liquidated Damages that are in excess of (A) in the case of any Senior Debt other than Senior Bonds, ten two million Dollars ($10,000,0002,000,000) in the aggregate and (B) in the case of one or more series of Senior Bonds, any amounts, individually or in the aggregate, equal to or in excess of the amounts set forth in clause (A) as set forth in the Senior Debt Instrument governing such Senior Bonds and, in each case, that are not used to address any deficiency pursuant to Section 5.08 (Insurance/Condemnation Proceeds Account) of the Accounts Agreement; (vvi) to the extent of the amount of all proceeds received from any Escrowed Amounts (under and as defined in each of the EPC Contracts) after the Project Completion Date, unless the Borrower is permitted to make a Restricted Payment pursuant to Section 5.10(d) (Distribution Account) of the Accounts Agreement on the next succeeding Payment Date; (vivii) other than with respect to any series of Senior Bonds, unless the Senior Debt Instrument governing such Senior Bonds specifically so requires, any amounts on deposit in the Distribution Account for four (4) consecutive scheduled Quarterly Payment Dates; and; (viiviii) on the Project Completion Date, an amount equal to the Facility Debt Reduction Amount; and (viiiix) to the extent required under Section 5.01(e) (Mandatory Prepayments from Equity Proceeds Account) of the Accounts Agreement and Section 5.10(e) (Mandatory Prepayments from Distribution Account) of the Accounts Agreement. (b) The Borrower shall pay: (A) with respect to each prepayment to be made pursuant to this Section 3.4 (other than clause (a)(iiia)(iv) (with respect to the prepayments required under Section 2.6(j)(ii2.5(j)(ii) (Replacement Debt)) and clauses (a)(viia)(viii) and (a)(viiia)(ix) above), on a pro rata basis to the relevant Secured Debt Holder Group Representatives; (B) with respect to each prepayment to be made pursuant to clause (a)(viia)(viii) above, on a pro rata basis across the Facilities to the relevant Secured Debt Holder Group Representatives under the Facility Agreements; and (C) with respect to each prepayment to be made pursuant to clause (a)(iiia)(iv) above (with respect to the prepayments required under Section 2.6(j)(ii2.5(j)(ii) (Replacement Debt)) and clause (a)(viiia)(ix) above, on a pro rata basis across the KEXIM Covered Facility, KEXIM Direct Facility and KSURE Covered Facility to the relevant Secured Debt Holder Group Representatives under the relevant Facility Agreements, in each case, for the account of the relevant Secured Parties (and in the case of outstanding Commercial Bank Loans, pro rata across all Tranches and pro rata within each Tranche of such Commercial Bank Loans) the sum of the following amounts: (i) the principal (including any make whole amount required to be paid under the terms of the applicable Secured Debt Instrument) of, and accrued but unpaid interest on, the Secured Debt to be prepaid; (ii) any additional amounts required to be paid due to funding losses as required under each Secured Debt Instrument; (iii) except for amounts to be paid to the Secured Hedge Representatives for the account of the Qualified Counterparties to the Interest Rate Protection Agreements as set forth immediately below, any other Obligations due in connection with any prepayment under the Financing Documents; and (iv) if applicable, on a pro rata basis with the payments required under clause (b)(i), (ii) and (iii) above, to the Secured Hedge Representatives for the account of the Qualified Counterparties to the Interest Rate Protection Agreements the Hedge Termination Values payable in respect of any Interest Rate Protection Agreement to be terminated in connection with such prepayment in accordance with Section 3.5 (Termination of Interest Rate Protection Agreement in Connection with Any Prepayment), which terminated Interest Rate Protection Agreement shall be specified by the Borrower in the notice of prepayment; provided, that any Hedge Termination Value that is not due at such time in accordance with Section 3.5 (Termination of Interest Rate Protection Agreement in Connection with Any Prepayment) shall be retained in the Construction Account or the Revenue Account, as applicable, and applied at the time required as set forth in such Section. Payments of principal of the Secured Debt pursuant to this Section 3.4 will be applied in inverse order of maturity, if applicable, or such other order as may be specified in the applicable Senior Debt Instrument (except that mandatory repayments under clause (a)(iva)(v) above shall be applied pro rata against subsequent scheduled payments); provided that payments of principal of the Facility Debt shall be applied in the same order of maturity across all Facilities.