Sale of Pre-Completion Quantities. (a) The Borrower shall be permitted to enter into LNG SPAs (and, in the case of any DPU LNG SPA permitted hereunder, shipping arrangements relating thereto) in respect of any LNG produced or to be produced by the Phase 1 LNG Facility prior to the Project Phase 1 Completion Date or by the Phase 2 LNG Facility prior to the Project Phase 2 Completion Date (“Pre- Completion Quantities”), which LNG SPAs may be of any duration, on any terms and to buyers of any credit quality; provided that:
(i) the Required LNG SPAs are then in full force and effect and, following the Project Phase 1 Completion Date, such LNG SPA in respect of Pre-Completion Quantities could not reasonably be expected to adversely affect in any material respect the Borrower’s ability to perform its obligations under the Phase 1 Initial LNG SPAs (as certified to the Intercreditor Agent by an Authorized Officer of the Borrower);
(ii) such LNG SPA has a term that ends no later than the day immediately preceding the Commercial Operation Date (as defined in each such LNG SPA);
(iii) each buyer thereunder is instructed to pay the contract sales price (the “Pre-Completion Revenues”) to the Phase 1 Pre-Completion Revenues Account or the Phase 2 Pre-Completion Revenues Account as required by Section 8.6 (Payment of LNG Sales Proceeds);
(iv) the performance by the Borrower of its obligations under such LNG SPAs could not reasonably be expected to have a material adverse effect on the ability of the Borrower to perform its obligations under the Required LNG SPAs;
(v) the entry into and the terms of such LNG SPA shall not result in a breach or default of any Required LNG SPA then in effect or the Impairment of any then-required material Permit; and
(vi) delivery of LNG under such LNG SPA is on an FOB basis or on a DPU basis pursuant to a DPU LNG SPA (without any restriction on the quantity of Pre-Completion Quantities that may be sold pursuant to DPU LNG SPAs).
