Common use of Balancing Clause in Contracts

Balancing. (a) “In Balance” Determination. Advances shall only be made at such times as the Loans are “in balance”. The Loans shall be deemed to be “in balance” only at such times as Administrative Agent determines (i) that (A) amounts available for disbursement under the Loan Documents for Project Costs (including from non-interest contingency items) other than interest on the Loans (determined after deducting the allocated amount of any Defaulting Lender’s Commitment) together with (B) available undisbursed Non-Interest Balancing Deposits, will be sufficient (giving effect to the expected timing of availability) to complete the Facility in accordance with the requirements of this Agreement and pay all Project Costs other than interest on the Loans as and when expected to be incurred through the Outside Facility Substantial Completion Date, (ii) that (A) the amount available for disbursement under the Loan Documents for interest on the Loans (determined after deducting the allocated amount of any Defaulting Lender’s Commitment) together with (B) available undisbursed Interest Balancing Deposits, will be sufficient to pay interest on the Loans through October 15, 2018 (or such earlier date, approved by Administrative Agent, by which Borrower reasonably anticipates the Facility Substantial Completion Date occurring), and (iii) that the amount on deposit in the Facility Lessee Construction Account, or available for deposit from the proceeds of repayment of the Facility Lessee Reverse Loan, the proceeds of the Facility Lessee Loan or funds due from Facility Lessee pursuant to the Facility Lease or the Proton System Supplier under the Proton System Purchase Agreement, will be sufficient to pay all Facility Lessee Project Costs, including amounts due or to be become due under the Proton System Purchase Agreement.

Balancing. Company will accept for storage injection or deliver for withdrawal, or for transportation delivery and redelivery, on a daily basis, volumes thermally equivalent to volumes nominated and scheduled, less appropriate compressor fuel and lost-and-unaccounted-for gas (acollectively called “Company Use”) charges, unless otherwise mutually agreed to in writing. All imbalances between actual and nominated injection volumes or withdrawal volumes, or between delivery volumes and redelivery volumes, shall be treated as imbalance under, and received in accordance with, the Storage or Transportation Service Agreement(s) under which the gas in question is delivered to or from the storage or transportation facilities. Gas delivered to Company for withdrawal or redelivery hereunder on each day shall be at constant uniform rates as practicable throughout such day. 1. If Shipper is advised by any upstream third party of the need to reduce or suspend deliveries of gas scheduled for delivery to or from storage, or for transportation delivery and redelivery, Shipper shall immediately notify Company orally, and shall confirm such notification in writing, of such reduction or suspension. 2. Nothing in this Section II B shall limit Company’s right to take action as may be required to adjust injections or withdrawals of gas, including suspending storage services or to adjust deliveries and redeliveries, including suspending transportation services, in order to alleviate conditions that threaten the integrity of its system. 3. In the absence of an executed Accounting Allocation Agreement between Shipper and Company as described in Section II A. 4, balancing procedures shall be as specified in this Section II B. If an Accounting Allocation Agreement is in effect between Shipper and Company, such Agreement shall take precedence over the provisions specified in this Section II B. 4. If there is more than one supply source (whether at a single or at multiple Points of Receipt or Delivery) nominated to be received for Storage or Transportation, the nomination will identify how and which supply source(s) should be allocated by means of a Receipt Pre-Determined Allocation (“RPDA”) specified in the nomination. In Balance” Determination. Advances accounting for the volumes delivered or redelivered by Company, in circumstances where multiple services are provided at any Point of Delivery or Redelivery, the sequence of volumes delivered shall only be made at such times as determined by the Loans are Delivery Pre-Determined Allocation (“DPDA”) specified by Shipper in balance”its most recent nomination. The Loans nomination will identify which supply source(s) should be allocated in the event gas is not or cannot be delivered or redelivered as nominated. 5. To the extent feasible, all volumes received by or delivered to Company at a Point of Receipt or Delivery shall be deemed to be “in balance” only at such times as Administrative Agent determines (i) that (A) amounts available for disbursement under the Loan Documents for Project Costs (including from non-interest contingency items) other than interest on the Loans (determined after deducting the allocated amount of any Defaulting Lender’s Commitment) together with (B) available undisbursed Non-Interest Balancing Deposits, will be sufficient (giving effect to the expected timing of availability) to complete the Facility in accordance with the requirements confirmed nominations for that point. In the event the actual volumes received by Company do not equal the confirmed nominations for that point, any underage or overage will be allocated as follows: (a) First, in accordance with the effective RPDAs submitted by Shipper (or Shipper’s suppliers). Shipper agrees that such an allocation is binding on Shipper. (b) Then, if there is no effective RPDA, pro rata to the extent applicable based on confirmed nominations, as applicable. Shipper agrees that such an allocation is binding on Shipper. 6. To the extent feasible, all volumes delivered or redelivered by Company at a Point of this Agreement and pay Delivery or Redelivery shall be allocated in accordance with the confirmed nominations for that point. In the event the actual volumes delivered by Company do not equal the confirmed nominations for that point, any underage or overage will be allocated as follows: (a) First, in accordance with the effective DPDAs submitted by Shipper (or Shipper’s suppliers). Shipper agrees that such an allocation is binding on Shipper. (b) Then, if there is no effective DPDA, pro rata to the extent applicable based on confirmed nominations, as applicable. Shipper agrees that such an allocation is binding on Shipper. 7. Each Shipper shall be responsible for ensuring that its suppliers submit re-Determined Allocations (“PDAs”, which include RPDAs or DPDAs) as provided herein using a form acceptable to Company. Unless otherwise agreed, all Project Costs PDAs must be submitted to Company via facsimile or other than interest agreed upon electronic means on or before the date the PDA is to be effective. Such PDA shall specify how any underage or overage from the confirmed nominated volumes should be allocated among the entities listed on the Loans as PDA. Company shall acknowledge receipt and when expected acceptance of the PDA by returning acknowledgment of the PDA to be incurred through Shipper via mutually agreeable means. Company acceptance is contingent on Company being able to administer the Outside Facility Substantial Completion Date, (ii) allocation submitted by the Shipper. 8. To the extent that (A) the amount available for disbursement under the Loan Documents for interest on the Loans (determined after deducting the allocated amount of any Defaulting Lender’s Commitment) together with (B) available undisbursed Interest Balancing Deposits, will be sufficient to pay interest on the Loans through October 15, 2018 (actual injections or such earlier date, approved by Administrative Agent, by which Borrower reasonably anticipates the Facility Substantial Completion Date occurring), and (iii) that the amount on deposit in the Facility Lessee Construction Accountactual withdrawals, or available actual deliveries or actual redeliveries, for deposit from each Shipper do not exactly match confirmed nominations for any day, Company will attempt to balance any such differences among Company and the proceeds of repayment of the Facility Lessee Reverse Loanupstream or downstream entities, the proceeds of the Facility Lessee Loan without impacting Shipper, whenever possible. If an upstream or funds due from Facility Lessee pursuant downstream entity requires a Balancing Agreement for which any fee is required, Shipper agrees to the Facility Lease or the Proton System Supplier under the Proton System Purchase Agreement, will be sufficient to pay all Facility Lessee Project Costs, including amounts due or to be become due under the Proton System Purchase Agreementreimburse Company for any incurred expenses.

Balancing. At any time and from time to time (aincluding prior to funding the first Approved Debt Service and Carry Advance), Lender shall have the right (but not the obligation) “In Balance” Determination. Advances shall only be made to notify Borrower that, in L▇▇▇▇▇’s commercially reasonable and good faith judgment, the cost of all or a specific category of contemplated Required Work that remains unpaid at such times as the Loans are “time in balance”. The Loans shall be deemed to be “in balance” only at such times as Administrative Agent determines (i) that (A) amounts available for disbursement question exceeds the undisbursed proceeds of the Maximum Debt Service and Carry Amount and the Maximum Debt Service and Carry Amount under the Mezzanine Loan Documents for Project Costs Agreement, as applicable, plus any sums deposited with Lender pursuant to Section 2.9.1(g) or Section 2.9.2(f) hereof or under the analogous provisions under the Mezzanine Loan Agreement, plus any sums deposited with Lender pursuant to this Section 2.9.6 and the analogous provision under the Mezzanine Loan Agreement with respect to such Required Work or Approved Debt Service and Carry Expenses and not previously disbursed (including from non-interest contingency items) other than interest on the Loans (determined after deducting the allocated amount of any Defaulting such deficiency being herein referred to as the “Shortfall”). If Lender at any time shall so notify Borrower in writing, Borrower shall within ten (10) Business Days after Lender’s Commitment) together written notification, deposit with (B) available undisbursed Non-Interest Balancing DepositsLender an amount equal to such Shortfall, will which shall be sufficient (giving effect deposited into a Subaccount with respect to the expected timing of availability) to complete the Facility such Shortfall, and which shall be disbursed in accordance with the requirements applicable terms and conditions set forth in Section 2.9 hereof. Lender shall have no obligation to fund any further Debt Service and Carry Advance until the sums required to be deposited into such Subaccount pursuant to this Section 2.9.6 with respect to such Shortfall have been exhausted. Any such sums not used as provided above shall, provided no Event of Default is then continuing, be released to Borrower upon completion of the applicable Required Work in accordance with the terms of this Agreement and pay all Project Costs other than interest on the Loans as and when expected to be incurred through the Outside Facility Substantial Completion Date, (ii) that (A) the amount available for disbursement under the Loan Documents for interest on the Loans (determined after deducting the allocated amount of any Defaulting Lender’s Commitment) together with (B) available undisbursed Interest Balancing Deposits, will be sufficient to pay interest on the Loans through October 15, 2018 (or such earlier date, approved by Administrative Agent, by which Borrower reasonably anticipates the Facility Substantial Completion Date occurring), and (iii) that the amount on deposit in the Facility Lessee Construction Account, or available for deposit from the proceeds of repayment of the Facility Lessee Reverse Loan, the proceeds of the Facility Lessee Loan or funds due from Facility Lessee pursuant to the Facility Lease or the Proton System Supplier under the Proton System Purchase Agreement, will be sufficient to pay all Facility Lessee Project Costs, including amounts due or to be become due under the Proton System Purchase Agreement.

Balancing. (a) “In Balance” Determination. Advances shall only be made at such times as the Loans are “in balance”. The Loans shall be deemed to be “in balance” only at such times as Administrative Agent determines (i) that (A) amounts available for disbursement under the Loan Documents for Project Costs (including from non-interest contingency items) other than interest on the Loans (determined after deducting the allocated amount of any Defaulting Lender’s Commitment) together with (B) available undisbursed Non-Interest Balancing Deposits, will be sufficient (giving effect Subject to the expected timing provisions of availability) the Agreement, Processor shall accept at the Delivery Point a Daily quantity of Producer’s Gas at the Delivery Points and redeliver Producer’s Residue Gas and Producer’s Plant Products allocated to complete such Producer’s Gas at the Facility Residue Gas Redelivery Points and Plant Products Redelivery Point, respectively. All quantities received in accordance with the requirements Agreement at the Delivery Points and all deliveries of Producer’s Residue Gas in accordance with this Agreement at the Residue Gas Redelivery Point shall be balanced on a Btu basis, and pay all Project Costs other such quantities referred to in the Agreement shall be adjusted for the Gross Heating Value thereof. Processor shall provide Producer reasonable flexibility in adjusting nominations provided however, that providing Producer such flexibility in adjusting nominations shall be subject to Processor not incurring financial harm or loss as a result of Producer’s actions. Processor shall use its best efforts to enter into, and maintain in good standing, operational balancing agreements with the downstream receiving pipelines at each of the Residue Gas Redelivery Points and Plant Products Redelivery Points. Processor shall not impose balancing guidelines on Producer that are more stringent than interest those imposed on the Loans as and when expected to be incurred through the Outside Facility Substantial Completion Date, (ii) that (A) the amount available for disbursement Processor under the Loan Documents for interest operational balancing agreements with the applicable downstream receiving pipeline. When operational balancing agreements are effective between Processor and an applicable downstream pipeline (and the applicable downstream pipeline keeps Producer whole on the Loans (determined after deducting the allocated amount of any Defaulting Lender’s Commitmentits nominations each Month) together with (B) available undisbursed Interest Balancing Depositsand an imbalance is caused solely by Producer and Processor incurs a cash out, will be sufficient to pay interest on the Loans through October 15, 2018 (or such earlier date, approved by Administrative Agent, by which Borrower reasonably anticipates the Facility Substantial Completion Date occurring), and (iii) that the amount on deposit in the Facility Lessee Construction Accountpenalty, or available settlement due to said imbalance, then Producer shall reimburse Processor for deposit from the proceeds of repayment of the Facility Lessee Reverse Loansuch cash out, the proceeds of the Facility Lessee Loan penalty or funds due from Facility Lessee settlement incurred by Processor pursuant to the Facility Lease terms of the applicable operational balancing agreement, to the extent such cash out, penalty, or settlement is caused by Producer. Processor shall provide an invoice to Producer for same, along with reasonable documentation evidencing same, and Producer shall reimburse Processor for same in accordance with the Proton System Supplier under payment terms set forth in Article X of the Proton System Purchase Agreement, will be sufficient to pay all Facility Lessee Project Costs, including amounts due or to be become due under the Proton System Purchase Agreement.

Balancing. At any time and from time to time (aincluding prior to funding the first Approved Debt Service and Carry Advance), Lender shall have the right (but not the obligation) “In Balance” Determination. Advances shall only be made to notify Borrower that, in Lender’s commercially reasonable and good faith judgment, the cost of all or a specific category of contemplated Required Work that remains unpaid at such times as the Loans are “time in balance”. The Loans shall be deemed to be “in balance” only at such times as Administrative Agent determines (i) that (A) amounts available for disbursement question exceeds the undisbursed proceeds of the Maximum Debt Service and Carry Amount and the Maximum Debt Service and Carry Amount under the Mortgage Loan Documents for Project Costs Agreement, as applicable, plus any sums deposited with Lender pursuant to Section 2.9.1(g) or Section 2.9.2(f) hereof or deposited with Mortgage Lender under the analogous provisions under the Mortgage Loan Agreement, plus any sums deposited with Lender pursuant to this Section 2.9.6 or deposited with Mortgage Lender under the analogous provision under the Mortgage Loan Agreement with respect to such Required Work or Approved Debt Service and Carry Expenses and not previously disbursed (including from non-interest contingency items) other than interest on the Loans (determined after deducting the allocated amount of any Defaulting such deficiency being herein referred to as the “Shortfall”). If Lender at any time shall so notify Borrower in writing, Borrower shall within ten (10) Business Days after Lender’s Commitment) together written notification, deposit with (B) available undisbursed Non-Interest Balancing DepositsLender an amount equal to such Shortfall, will which shall be sufficient (giving effect deposited into a Subaccount with respect to the expected timing of availability) to complete the Facility such Shortfall, and which shall be disbursed in accordance with the requirements applicable terms and conditions set forth in Section 2.9 hereof. Lender shall have no obligation to fund any further Debt Service and Carry Advance until the sums required to be deposited into such Subaccount pursuant to this Section 2.9.6 with respect to such Shortfall have been exhausted. Any such sums not used as provided above shall, provided no Event of Default is then continuing, be released to Borrower upon completion of the applicable Required Work in accordance with the terms of this Agreement and pay all Project Costs other than interest on the Loans as and when expected to be incurred through the Outside Facility Substantial Completion Date, (ii) that (A) the amount available for disbursement under the Loan Documents for interest on the Loans (determined after deducting the allocated amount of any Defaulting Lender’s Commitment) together with (B) available undisbursed Interest Balancing Deposits, will be sufficient to pay interest on the Loans through October 15, 2018 (or such earlier date, approved by Administrative Agent, by which Borrower reasonably anticipates the Facility Substantial Completion Date occurring), and (iii) that the amount on deposit in the Facility Lessee Construction Account, or available for deposit from the proceeds of repayment of the Facility Lessee Reverse Loan, the proceeds of the Facility Lessee Loan or funds due from Facility Lessee pursuant to the Facility Lease or the Proton System Supplier under the Proton System Purchase Agreement, will be sufficient to pay all Facility Lessee Project Costs, including amounts due or to be become due under the Proton System Purchase Agreement.