Common use of Replacement Senior Debt Clause in Contracts

Replacement Senior Debt. At any time and from time to time, the Company may incur replacement senior debt (“Replacement Senior Debt”), so long as: (1) in the case of any Replacement Senior Debt to be incurred following the first Date of First Commercial Delivery that occurs under any Initial LNG SPA which has designated Train Two as a designated Train, the Senior Debt (excluding Working Capital Debt and excluding all Indebtedness under Permitted Senior Debt Hedging Instruments) outstanding after giving effect to the incurrence of the Replacement 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 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 if the Date of First Commercial Delivery has occurred with respect to all Trains, the first Indenture Payment Date to occur after the date of incurrence of such Replacement Senior Debt) through the terms of such Qualifying LNG SPAs (with such ratio being 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 Replacement Senior Debt and the prepayment or repayment of the existing Senior Debt or cancellation of the applicable Senior Debt Commitments); and (2) the Replacement Senior Debt is incurred for the permitted refinancing or prepayment in whole or in part of existing Senior Debt including by way of renewal, replacement, redemption or discharge thereof, (and provisions, costs, prepayment premiums, fees or expenses associated with the Replacement Senior Debt or the prepaid Senior Debt, as applicable (including without duplication (i) any Hedging Termination Amount with respect to any Permitted Hedging Instrument subject to the refinancing with the proposed Replacement Senior Debt; (ii) any amounts required to be deposited in a debt service reserve or similar reserve (or any interest during construction) account in connection with the issuance of such Replacement Senior Debt; and (iii) any incremental carrying costs of such Replacement Senior Debt (including any increased interest during construction) associated with any such cancellation, prepayment or redemption, or incurred in connection with the proposed Replacement Senior Debt)), or the permitted replacement of existing unutilized commitments of a Senior Creditor Group (or, within a Senior Creditor Group, of any Facility Lender). Any provider of Replacement Senior Debt (or a Senior Creditor Group Representative on its behalf) will accede as a Senior Creditor to the CSAA and will share pari passu in the Collateral.

Replacement Senior Debt. At If at any time after the later to occur of (a) the repayment in full of the New Money Obligations and (b) the 90th day following the date on which no, Advances under the Unsecured Refinancing Loan Facility or the Springdale Tranche C Facility, Springdale Tranche B Advances or Amended B Notes remain outstanding (as recalculated from time to timetime pursuant to Section 2.01(b)), the Company may incur replacement senior debt (“or any of its Subsidiaries incurs Refinancing Debt such Refinancing Debt shall constitute "Replacement Senior Debt”)" and shall be entitled to the benefit of this Agreement; provided that (i) the Collateral Agent shall have received an Officer's Certificate from the Company or such Subsidiary that (A) identifies the maximum principal or notional amount of the Refinancing Debt to be so incurred, so long as: the amortization schedule, average life and final maturity date of such Refinancing Debt and the Representative Agent therefor, (B) identifies whether such Refinancing Debt shall constitute Secured Obligations for purposes of this Agreement and the other Collateral Documents, (C) identifies whether such Refinancing Debt shall be entitled to the provisions of Sections 2.03, 2.04 and 2.05 of the Agreement with respect to any required prepayments of the Senior Debt Obligations, (D) certifies that such Refinancing Debt (1) in the case of any Replacement Senior Debt to is or will be incurred following solely for the first Date purpose of First Commercial Delivery that occurs under any Initial LNG SPA which has designated Train Two as a designated Train, paying or prepaying the Senior Debt Obligations and any amounts required to be paid under the AYE Loan Documents in accordance with the provisions of this Agreement, the other Financing Documents and the AYE Loan Documents, (excluding Working Capital 2) is or will be otherwise incurred in accordance with the terms of the Financing Documents and the AYE Loan Documents, and (3) such Refinancing Debt and excluding all Indebtedness under Permitted Senior Debt Hedging Instruments) outstanding after giving effect is expressly subject to the incurrence terms and conditions of this Agreement and (E) attaches thereto a copy of the Replacement Senior Debt Agreement under which such Refinancing Debt is capable or will be incurred; and (ii) the Representative Agent in respect 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 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 if the Date of First Commercial Delivery has occurred with respect to all Trains, the first Indenture Payment Date to occur after the date of incurrence of such Replacement Senior Debt) through Debt shall have delivered to the terms of Collateral Agent and the Intercreditor Agent an Accession Agreement and such Qualifying LNG SPAs (other documents as they may reasonably request in connection with such ratio being calculated using such Qualifying LNG SPAs and using an interest rate equal Representative Agent becoming a party to this Agreement for the weighted average interest rate of Senior Debt (excluding Working Capital Debt) outstanding after giving effect to the incurrence benefit of the Replacement Senior Debt and Lenders providing any such Refinancing Debt; provided further that to the prepayment or repayment of the existing Senior Debt or cancellation of the applicable Senior Debt Commitments); and (2) the extent any such Replacement Senior Debt is incurred for shall constitute Secured Obligations, the permitted refinancing or prepayment in whole or in part of existing Senior Debt including by way of renewal, replacement, redemption or discharge thereof, (Company and provisions, costs, prepayment premiums, fees or expenses associated each Grantor shall have complied with the Replacement Senior Debt or the prepaid Senior Debt, as applicable (including without duplication (i) any Hedging Termination Amount with respect to any Permitted Hedging Instrument subject to the refinancing with the proposed Replacement Senior Debt; (ii) any amounts required to be deposited in a debt service reserve or similar reserve (or any interest during construction) account Real Property Requirements in connection with the issuance of such Replacement Senior Debt; and (iii) any incremental carrying costs of such Replacement Senior Debt (including any increased interest during construction) associated with any such cancellation, prepayment or redemption, or incurred in connection with the proposed Replacement Senior Debt)), or the permitted replacement of existing unutilized commitments of a Senior Creditor Group (or, within a Senior Creditor Group, granting of any Facility Lender). Any provider Liens in favor of the applicable Replacement Senior Debt (or a Senior Creditor Group Representative on its behalf) will accede as a Senior Creditor to the CSAA and will share pari passu in the CollateralLenders.