Common use of Project Permits Clause in Contracts

Project Permits. (a) All material Permits necessary for the Project (x) are set forth in Schedule 3.21 hereto (collectively, the “Required Permits”), including the applicant’s name, and (y) are or will be held by the FLNG2 Subsidiaries when such Required Permits are obtained, as applicable, and: (i) as to those listed in Part A of Schedule 3.21, have been duly obtained, were validly issued, are in full force and effect, and are not the subject of any pending appeal (or if subject to any appeal, such appeal does not have a reasonable probability of success and the applicable Permit remains effective during such appeal) and all applicable fixed time periods for appeal set forth in the applicable Laws pursuant to which such Permits were issued have expired or are Permits that do not have limits on appeal periods; or (ii) as to those listed in Part B of Schedule 3.21: (1) the relevant FLNG2 Subsidiary has applied to the relevant Governmental Authority for each such Permit, other than as indicated on Schedule 3.21, and (2) are reasonably expected by the Loan Parties to be obtained in the ordinary course by the time they are required; and (iii) in the case of the Permits listed in Part A of Schedule 3.21, are, or, in the case of the Permits listed in Part B of Schedule 3.21, are reasonably expected to be, free from conditions or requirements: (1) the compliance with which could reasonably be expected to have a Material Adverse Effect; or (2) which the FLNG2 Subsidiaries do not expect to be able to satisfy on or prior to the commencement of the relevant stage of the Project for which such Permit is necessary, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect. (b) All Project Leasehold or Concessions are reasonably expected to be (x) obtained in the ordinary course by the time they are required and (y) free from conditions or requirements, the compliance with which could reasonably be expected to have a Material Adverse Effect, or which the FLNG2 Subsidiaries do not expect to be able to satisfy on or prior to the commencement of the relevant stage of the Project for which such Project Leasehold or Concession is necessary, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect. (c) The FLNG2 Subsidiaries are in compliance in all material respects with all Required Permits and the Project Leasehold or Concessions held by such entities. (d) There is no action, suit, or proceeding pending or, to the Borrower’s knowledge, threatened in writing that could reasonably be expected to result in the materially adverse termination or suspension of any Required Permit or any Project Leasehold or Concession held by any FLNG2 Subsidiary. ID: 4924-6839-9745 v.2 - MSW 22. Anti-Money Laundering and Anti-Corruption Laws; Sanctions (a) To the extent applicable, each of the Borrower and each Restricted Subsidiary is in compliance in all material respects, and the operations of the Borrower and each Restricted Subsidiary are and have been conducted at all times in compliance in all material respects, with all applicable financial recordkeeping and reporting requirements, including those of the (i) the Trading with the Enemy Act and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto, (ii) the PATRIOT Act and (iii) the material applicable anti-money laundering statutes of jurisdictions where the Borrower and each such Restricted Subsidiary conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any Governmental Authority involving the Borrower or any Restricted Subsidiary with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Loan Parties party hereto, threatened. (b) No part of the proceeds of the Loans will be used, directly or, to the knowledge of any Loan Party, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in material violation of the United States Foreign Corrupt Practices Act of 1977 (the “FCPA”), or otherwise in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money, or anything else of value, to any Person in material violation of any material applicable anti-corruption laws. None of the Borrower nor any Restricted Subsidiary or any director or officer thereof, nor, to the knowledge of any Loan Party, any employee, agent, Affiliate or representative thereof, has taken or will take any action in furtherance of an offer, payment, promise to pay or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or, to the knowledge of any Loan Party, indirectly, to any government official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for public office) in order to influence official action, or to any Person in material violation of the FCPA or any material applicable anti-corruption laws. The Borrower and the its Restricted Subsidiaries have conducted their businesses in compliance in all material respects with the FCPA and material applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve material compliance with such laws and with the representations and warranties contained in this clause (b). (c) None of the Borrower nor any Restricted Subsidiary, nor, to the knowledge of any Loan Party, any employee, agent, Affiliate or representative of any Loan Party or any Restricted Subsidiary, is a Person that is, or is owned or controlled by one or more Persons that are, (i) on the list of “Specially Designated Nationals and Blocked Persons”, (ii) subject to any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”) or (iii) located, organized or resident in a Sanctioned Country and the Borrower will not directly or, to the knowledge of the Borrower, indirectly, use the proceeds of the Loans or lend, contribute or otherwise make available such proceeds to any Person (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, in violation of Sanctions or (B) in any other manner that will result in a violation of Sanctions by the Borrower or any Restricted Subsidiary. The Loan Parties have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve material compliance with applicable Sanctions.

Project Permits. (a) All material Permits necessary for the Project (x) are set forth in Schedule 3.21 hereto (collectively, the “Required Permits”), including the applicant’s name, and (y) are or will be held by the FLNG2 Subsidiaries when such Required Permits are obtained, as applicable, and: (i) as to those listed in Part A of Schedule 3.21, have been duly obtained, were validly issued, are in full force and effect, and are not the subject of any pending appeal (or if subject to any appeal, such appeal does not have a reasonable probability of success and the applicable Permit remains effective during such appeal) and all applicable fixed time periods for appeal set forth in the applicable Laws pursuant to which such Permits were issued have expired or are Permits that do not have limits on appeal periods; or (ii) as to those listed in Part B of Schedule 3.21: (1) the relevant FLNG2 Subsidiary has applied to the relevant Governmental Authority for each such Permit, other than as indicated on Schedule 3.21, and (2) are reasonably expected by the Loan Parties to be obtained in the ordinary course by the time they are required; and (iii) in the case of the Permits listed in Part A of Schedule 3.21, are, or, in the case of the Permits listed in Part B of Schedule 3.21, are reasonably expected to be, free from conditions or requirements: (1) the compliance with which could reasonably be expected to have a Material Adverse Effect; or (2) which the FLNG2 Subsidiaries do not expect to be able to satisfy on or prior to the commencement of the relevant stage of the Project for which such Permit is necessary, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect. (b) All Project Leasehold or Concessions are reasonably expected to be (x) obtained in the ordinary course by the time they are required and (y) free from conditions or requirements, the compliance with which could reasonably be expected to have a Material Adverse Effect, or which the FLNG2 Subsidiaries do not expect to be able to satisfy on or prior to the commencement of the relevant stage of the Project for which such Project Leasehold or Concession is necessary, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect. (c) The FLNG2 Subsidiaries are in compliance in all material respects with all Required Permits and the Project Leasehold or Concessions held by such entities. (d) There is no action, suit, or proceeding pending or, to the Borrower’s knowledge, threatened in writing that could reasonably be expected to result in the materially adverse termination or suspension of any Required Permit or any Project Leasehold or Concession held by any FLNG2 Subsidiary. ID: 4924-6839-9745 v.2 - MSW 22. Anti-Money Laundering and Anti-Corruption Laws; Sanctions (a) To the extent applicable, each of the Borrower and each Restricted Subsidiary is in compliance in all material respects, and the operations of the Borrower and each Restricted Subsidiary are and have been conducted at all times in compliance in all material respects, with all applicable financial recordkeeping and reporting requirements, including those of the (i) the Trading with the Enemy Act and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto, (ii) the PATRIOT Act and (iii) the material applicable anti-money laundering statutes of jurisdictions where the Borrower and each such Restricted Subsidiary conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any Governmental Authority involving the Borrower or any Restricted Subsidiary with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Loan Parties party hereto, threatened. (b) No part of the proceeds of the Loans will be used, directly or, to the knowledge of any Loan Party, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in material violation of the United States Foreign Corrupt Practices Act of 1977 (the “FCPA”), or otherwise in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money, or anything else of value, to any Person in material violation of any material applicable anti-corruption laws. None of the Borrower nor any Restricted Subsidiary or any director or officer thereof, nor, to the knowledge of any Loan Party, any employee, agent, Affiliate or representative thereof, has taken or will take any action in furtherance of an offer, payment, promise to pay or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or, to the knowledge of any Loan Party, indirectly, to any government official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for public office) in order to influence official action, or to any Person in material violation of the FCPA or any material applicable anti-corruption laws. The Borrower and the its Restricted Subsidiaries have conducted their businesses in compliance in all material respects with the FCPA and material applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve material compliance with such laws and with the representations and warranties contained in this clause (b). (c) None of the Borrower nor any Restricted Subsidiary, nor, to the knowledge of any Loan Party, any employee, agent, Affiliate or representative of any Loan Party or any Restricted Subsidiary, is a Person that is, or is owned or controlled by one or more Persons that are, (i) on the list of “Specially Designated Nationals and Blocked Persons”, (ii) subject to any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”) or (iii) located, organized or resident in a Sanctioned Country and the Borrower will not directly or, to the knowledge of the Borrower, indirectly, use the proceeds of the Loans or lend, contribute or otherwise make available such proceeds to any Person (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, in violation of Sanctions or (B) in any other manner that will result in a violation of Sanctions by the Borrower or any Restricted Subsidiary. The Loan Parties have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve material compliance with applicable Sanctions.

Project Permits. (a) All material Permits necessary for the Project (x) are set forth in Schedule 3.21 hereto (collectively, the “Required Permits”), including the applicant’s name, and (y) are or will be held by the FLNG2 Subsidiaries when such Required Permits are obtained, as applicable, and: : (i) as to those listed in Part A of Schedule 3.21, have been duly obtained, were validly issued, are in full force and effect, and are not the subject of any pending appeal (or if subject to any appeal, such appeal does not have a reasonable probability of success and the applicable Permit remains effective during such appeal) and all applicable fixed time periods for appeal set forth in the applicable Laws pursuant to which such Permits were issued have expired or are Permits that do not have limits on appeal periods; or or (ii) as to those listed in Part B of Schedule 3.21: : (1) the relevant FLNG2 Subsidiary has applied to the relevant Governmental Authority for each such Permit, other than as indicated on Schedule 3.21, and and (2) are reasonably expected by the Loan Parties to be obtained in the ordinary course by the time they are required; and and (iii) in the case of the Permits listed in Part A of Schedule 3.21, are, or, in the case of the Permits listed in Part B of Schedule 3.21, are reasonably expected to be, free from conditions or requirements: : (1) the compliance with which could reasonably be expected to have a Material Adverse Effect; or or (2) which the FLNG2 Subsidiaries do not expect to be able to satisfy on or prior to the commencement of the relevant stage of the Project for which such Permit is necessary, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect. (b) All Project Leasehold or Concessions are reasonably expected to be (x) obtained in the ordinary course by the time they are required and (y) free from conditions or requirements, the compliance with which could reasonably be expected to have a Material Adverse Effect, or which the FLNG2 Subsidiaries do not expect to be able to satisfy on or prior to the commencement of the relevant stage of the Project for which such Project Leasehold or Concession is necessary, except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect. (c) The FLNG2 Subsidiaries are in compliance in all material respects with all Required Permits and the Project Leasehold or Concessions held by such entities. (d) There is no action, suit, or proceeding pending or, to the Borrower’s knowledge, threatened in writing that could reasonably be expected to result in the materially adverse termination or suspension of any Required Permit or any Project Leasehold or Concession held by any FLNG2 Subsidiary. ID: 4924-6839-9745 v.2 - MSW 22. Anti-Money Laundering and Anti-Corruption Laws; Sanctions (a) To the extent applicable, each of the Borrower and each Restricted Subsidiary is in compliance in all material respects, and the operations of the Borrower and each Restricted Subsidiary are and have been conducted at all times in compliance in all material respects, with all applicable financial recordkeeping and reporting requirements, including those of the (i) the Trading with the Enemy Act and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto, (ii) the PATRIOT Act and (iii) the material applicable anti-money laundering statutes of jurisdictions where the Borrower and each such Restricted Subsidiary conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any Governmental Authority involving the Borrower or any Restricted Subsidiary with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Loan Parties party hereto, threatened. (b) No part of the proceeds of the Loans will be used, directly or, to the knowledge of any Loan Party, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in material violation of the United States Foreign Corrupt Practices Act of 1977 (the “FCPA”), or otherwise in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money, or anything else of value, to any Person in material violation of any material applicable anti-corruption laws. None of the Borrower nor any Restricted Subsidiary or any director or officer thereof, nor, to the knowledge of any Loan Party, any employee, agent, Affiliate or representative thereof, has taken or will take any action in furtherance of an offer, payment, promise to pay or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or, to the knowledge of any Loan Party, indirectly, to any government official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for public office) in order to influence official action, or to any Person in material violation of the FCPA or any material applicable anti-corruption laws. The Borrower and the its Restricted Subsidiaries have conducted their businesses in compliance in all material respects with the FCPA and material applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve material compliance with such laws and with the representations and warranties contained in this clause (b). (c) None of the Borrower nor any Restricted Subsidiary, nor, to the knowledge of any Loan Party, any employee, agent, Affiliate or representative of any Loan Party or any Restricted Subsidiary, is a Person that is, or is owned or controlled by one or more Persons that are, (i) on the list of “Specially Designated Nationals and Blocked Persons”, (ii) subject to any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”) or (iii) located, organized or resident in a Sanctioned Country and the Borrower will not directly or, to the knowledge of the Borrower, indirectly, use the proceeds of the Loans or lend, contribute or otherwise make available such proceeds to any Person (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, in violation of Sanctions or (B) in any other manner that will result in a violation of Sanctions by the Borrower or any Restricted Subsidiary. The Loan Parties have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve material compliance with applicable Sanctions.