Common use of Sale of Supplemental Quantity Clause in Contracts

Sale of Supplemental Quantity. (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 all or any portion of the Supplemental Quantity, 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; (ii) either (A) such LNG SPA has a term that is less than 5 years (measured from the Commercial Operation Date thereunder) or (B) such LNG SPA is entered into with (1) an Initial LNG Buyer, (2) an Investment Grade LNG Buyer (or guaranteed by an Investment Grade entity), (3) 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 (4) any other entity approved by the Intercreditor Agent; (iii) each buyer thereunder is instructed to pay the contract sales price to the Phase 1 Pre-Completion Revenues Account, Phase 2 Pre- Completion Revenues Account or the Revenue 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) such LNG SPA is on Market Terms; (vi) 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; (vii) [reserved]; and (viii) delivery of LNG under such LNG SPA is on an FOB basis or, subject to the DPU LNG SPA Quantity Restrictions, on a DPU basis pursuant to a DPU LNG SPA (subject to the ability of the Borrower to replace an LNG SPA that is on a FOB basis with a DPU LNG SPA). (b) The Borrower shall be permitted to enter into the Excess Capacity LNG SPAs and any other LNG SPAs or replacements thereof in respect of all or any portion of the Excess Capacity Quantity, which LNG SPAs may be of any duration, on any terms and to buyers of any credit quality.

Sale of Supplemental Quantity. (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 all or any portion of the Supplemental Quantity, 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; (ii) either (A) such LNG SPA has a term that is less than 5 3 years (measured from the Commercial Operation Date thereunder) or (B) such LNG SPA is entered into with (1) an Initial LNG Buyer, (2) an Investment Grade LNG Buyer (or guaranteed by an Investment Grade entity), (3) 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 (4) any other entity approved by the Intercreditor Agent; (iii) each buyer thereunder is instructed to pay the contract sales price to the Phase 1 Pre-Completion Revenues Account, Phase 2 Pre- Completion Revenues Account or the Revenue 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) such LNG SPA is on Market Terms; (vi) 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; (vii) [reserved]; and (viiivii) delivery of LNG under such LNG SPA is on an FOB basis or, subject to the DPU LNG SPA Quantity Restrictions, on a DPU basis pursuant to a DPU LNG SPA (subject to the ability of the Borrower to replace an LNG SPA that is on a FOB basis with a DPU LNG SPA)basis. (b) The Borrower shall be permitted to enter into the Excess Capacity LNG SPAs and any other LNG SPAs or replacements thereof in respect of all or any portion of the Excess Capacity Quantity, which LNG SPAs may be of any duration, on any terms and to buyers of any credit quality.