Common use of Non-Utilization Clause in Contracts

Non-Utilization. (a) The provisions of this section 8.9 shall be available to Charterer if Charterer has informed Owner of a Designated Trade pursuant to section 6.2. (b) If: (i) at any time an event occurs which results in a suspension of LNG deliveries under the Designated Trade for a period of time; (ii) such event did not result from theWilful Misconduct of Charterer, one of its Affiliates or an LNG Customer; (iii) Charterer or its Affiliate has: (A) in good faith notified in writing one or more LNG Customers that Charterer or its Affiliate regards such event as force majeure excusing the performance of Charterer or its Affiliate under any LNG Sale and Purchase Agreement; or (B) received written notice from an LNG Customer that such LNG Customer regards such event as force majeure excusing performance of such LNG Customer under an LNG Sale and Purchase Agreement (provided that the following shall be deemed to not constitute an event of force majeure under an LNG Sale and Purchase Agreement: (1) the inability economically to produce, use or resell LNG purchased and sold under an LNG Sale and Purchase Agreement; or (2) the inability economically to utilize the Vessel for transportation under an LNG Sale and Purchase Agreement); (iv) such event results in Charterer being unable to utilize the Vessel to transport LNG for the Designated Trade; and (v) at the time of such event, sales and purchases of LNG under such LNG Sale and Purchase Agreement for the Designated Trade have a duration of at least *****; then Charterer shall give prompt written notice of such event to Owner and such event shall be considered an “SPA Event of Force Majeure” for all purposes of this Charter. (c) Such force majeure shall be subject to all the provisions of this section 8.9 for so long as it may continue. The initial notice of an SPA Event of Force Majeure shall include a reasonably detailed explanation thereof, including the date on which such event commenced. Charterer shall within ***** days thereafter give a supplemental notice of the period of time such SPA Event of Force Majeure is expected to continue. Charterer shall give Owner revised notices from time to time if and when Charterer obtains material additional information regarding the SPA Event of Force Majeure. (d) An SPA Event of Force Majeure shall be either of a temporary or permanent type. A temporary force majeure shall be one where Charterer expects full resumption of use of the Vessel before the end of ***** (“Temporary Force Majeure”). A permanent force majeure shall be one where Charterer does not expect full resumption of use of the Vessel before the end of ***** (“Permanent Force Majeure”). Unless and until a notice given by Charterer declares an SPA Event of Force Majeure to be a Permanent Force Majeure, such SPA Event of Force Majeure shall be deemed to be a Temporary Force Majeure. (e) As part of the notice given by Charterer pursuant to section 8.9(b), or by separate notice given thereafter, Charterer shall direct that the Vessel be laid-up and removed, effective immediately, from providing LNG transportation under this Charter (such removal rendering the Vessel a “Non-Utilized Vessel”). Charterer shall be entitled to update its directions hereunder based on the actual impact of the SPA Event of Force Majeure on its LNG delivery schedule. (f) The Vessel shall remain a Non-Utilized Vessel, in accordance with directions received by Owner from Charterer, until the date it receives orders from Charterer to proceed to a port to again provide LNG transportation under the Designated Trade. Owner shall not withdraw and employ the Non-Utilized Vessel for other purposes without the prior written consent of Charterer, and consultations relating to such consent shall include agreement concerning the appropriate crediting to Charterer of revenues earned by Owner during any such other employment. (g) During a period of Temporary Force Majeure (or if Charterer has declared Permanent Force Majeure, until this Charter has been terminated in accordance with section 8.9(h)), Charterer shall continue to pay Hire for the Non-Utilized Vessel as follows: (i) at the Hire Rate from the ***** through the ***** day as a Non-Utilized Vessel; (ii) from the ***** through the ***** day as a Non-Utilized Vessel at a rate equal to the sum of the Financial Cost Component stated in paragraph 1.1 of Schedule III, and the Additional Cost Component stated in paragraph 1.3(a) of Schedule III for the period in question; and (iii) thereafter at the Hire Rate. (h) Charterer may terminate this Charter by giving notice of such termination to Owner if: (i) an SPA Event of Force Majeure continues for at least *****; or (ii) Charterer notifies Owner in writing that Charterer is declaring a Permanent Force Majeure and Charterer is exercising its right to terminate this Charter. Any such termination notice under this section 8.9(h) shall be effective upon receipt by Owner of the Required Permanent Force Majeure Termination Payment and, if necessary, redelivery by Charterer of the Vessel. Redelivery of the Vessel shall occur at the lay-up location if the Vessel is in lay up at the time of termination under this section 8.9(h). Upon such termination becoming effective, neither Charterer nor Owner shall have any further obligation to pay Hire or to make any other payment under this Charter other than payments due with respect to periods prior to the effective date of such termination. (i) Promptly after the execution of an LNG Sale and Purchase Agreement providing for deliveries of LNG over a term of ***** years or more under the Designated Trade, Charterer shall provide Owner with all material information regarding the type of events which could qualify as force majeure excusing the performance of Charterer, its Affiliate or an LNG Customer under such LNG Sale and Purchase Agreement.

Non-Utilization. (a) The provisions of this section 8.9 shall be available to Charterer if Charterer has informed Owner of a Designated Trade pursuant to section 6.2. (b) If: (i) at any time an event occurs which results in a suspension of LNG deliveries under the Designated Trade for a period of time; (ii) such event did not result from theWilful the Willful Misconduct of Charterer, one of its Affiliates or an LNG Customer; (iii) Charterer or its Affiliate has: (A) in good faith notified in writing one or more LNG Customers that Charterer or its Affiliate regards such event as force majeure excusing the performance of Charterer or its Affiliate under any LNG Sale and Purchase Agreement; or (B) received written notice from an LNG Customer that such LNG Customer regards such event as force majeure excusing performance of such LNG Customer under an LNG Sale and Purchase Agreement (provided that the following shall be deemed to not constitute an event of force majeure under an LNG Sale and Purchase Agreement: (1) the inability economically to produce, use or resell LNG purchased and sold under an LNG Sale and Purchase Agreement; or (2) the inability economically to utilize the Vessel for transportation under an LNG Sale and Purchase Agreement); (iv) such event results in Charterer being unable to utilize the Vessel to transport LNG for the Designated Trade; and (v) at the time of such event, sales and purchases of LNG under such LNG Sale and Purchase Agreement for the Designated Trade have a duration of at least *****; * then Charterer shall give prompt written notice of such event to Owner and such event shall be considered an “SPA Event of Force Majeure” for all purposes of this Charter. (c) Such force majeure shall be subject to all the provisions of this section 8.9 for so long as it may continue. The initial notice of an SPA Event of Force Majeure shall include a reasonably detailed explanation thereof, including the date on which such event commenced. Charterer shall within ***** days thereafter give a supplemental notice of the period of time such SPA Event of Force Majeure is expected to continue. Charterer shall give Owner revised notices from time to time if and when Charterer obtains material additional information regarding the SPA Event of Force Majeure. (d) An SPA Event of Force Majeure shall be either of a temporary or permanent type. A temporary force majeure shall be one where Charterer expects full resumption of use of the Vessel before the end of ***** (“Temporary Force Majeure”). A permanent force majeure shall be one where Charterer does not expect full resumption of use of the Vessel before the end of ***** (“Permanent Force Majeure”). Unless and until a notice given by Charterer declares an SPA Event of Force Majeure to be a Permanent Force Majeure, such SPA Event of Force Majeure shall be deemed to be a Temporary Force Majeure. (e) As part of the notice given by Charterer pursuant to section 8.9(b), or by separate notice given thereafter, Charterer shall direct that the Vessel be laid-up and removed, effective immediately, from providing LNG transportation under this Charter (such removal rendering the Vessel a “Non-Utilized Vessel”). Charterer shall be entitled to update its directions hereunder based on the actual impact of the SPA Event of Force Majeure on its LNG delivery schedule. (f) The Vessel shall remain a Non-Utilized Vessel, in accordance with directions received by Owner from Charterer, until the date it receives orders from Charterer to proceed to a port to again provide LNG transportation under the Designated Trade. Owner shall not withdraw and employ the Non-Utilized Vessel for other purposes without the prior written consent of Charterer, and consultations relating to such consent shall include agreement concerning the appropriate crediting to Charterer of revenues earned by Owner during any such other employment. (g) During a period of Temporary Force Majeure (or if Charterer has declared Permanent Force Majeure, until this Charter has been terminated in accordance with section 8.9(h)), Charterer shall continue to pay Hire for the Non-Utilized Vessel as follows: (i) at the Hire Rate from the ***** through the ***** day as a Non-Utilized Vessel; (ii) from the ***** through the ***** day as a Non-Utilized Vessel at a rate equal to the sum of the Financial Cost Component stated in paragraph 1.1 of Schedule III, and the Additional Cost Component stated in paragraph 1.3(a) of Schedule III for the period in question; and (iii) thereafter at the Hire Rate. (h) Charterer may terminate this Charter by giving notice of such termination to Owner if: (i) an SPA Event of Force Majeure continues for at least *****; or (ii) Charterer notifies Owner in writing that Charterer is declaring a Permanent Force Majeure and Charterer is exercising its right to terminate this Charter. Any such termination notice under this section 8.9(h) shall be effective upon receipt by Owner of the Required Permanent Force Majeure Termination Payment and, if necessary, redelivery by Charterer of the Vessel. Redelivery of the Vessel shall occur at the lay-up location if the Vessel is in lay up at the time of termination under this section 8.9(h). Upon such termination becoming effective, neither Charterer nor Owner shall have any further obligation to pay Hire or to make any other payment under this Charter other than payments due with respect to periods prior to the effective date of such termination. (i) Promptly after the execution of an LNG Sale and Purchase Agreement providing for deliveries of LNG over a term of ***** years or more under the Designated Trade, Charterer shall provide Owner with all material information regarding the type of events which could qualify as force majeure excusing the performance of Charterer, its Affiliate or an LNG Customer under such LNG Sale and Purchase Agreement.

Non-Utilization. (a) The provisions of this section 8.9 shall be available to Charterer if Charterer has informed Owner of a Designated Trade pursuant to section 6.2. (b) If: (i) at any time an event occurs which results in a suspension of LNG deliveries under the Designated Trade for a period of time; (ii) such event did not result from theWilful the Willful Misconduct of Charterer, one of its Affiliates or an LNG Customer; (iii) Charterer or its Affiliate has: (A) in good faith notified in writing one or more LNG Customers that Charterer or its Affiliate regards such event as force majeure excusing the performance of Charterer or its Affiliate under any LNG Sale and Purchase Agreement; or (B) received written notice from an LNG Customer that such LNG Customer regards such event as force majeure excusing performance of such LNG Customer under an LNG Sale and Purchase Agreement (provided that the following shall be deemed to not constitute an event of force majeure under an LNG Sale and Purchase Agreement: (1) the inability economically to produce, use or resell LNG purchased and sold under an LNG Sale and Purchase Agreement; or (2) the inability economically to utilize the Vessel for transportation under an LNG Sale and Purchase Agreement); (iv) such event results in Charterer being unable to utilize the Vessel to transport LNG for the Designated Trade; and (v) at the time of such event, sales and purchases of LNG under such LNG Sale and Purchase Agreement for the Designated Trade have a duration of at least *****; then Charterer shall give prompt written notice of such event to Owner and such event shall be considered an “SPA Event of Force Majeure” for all purposes of this Charter. (c) Such force majeure shall be subject to all the provisions of this section 8.9 for so long as it may continue. The initial notice of an SPA Event of Force Majeure shall include a reasonably detailed explanation thereof, including the date on which such event commenced. Charterer shall within ***** days thereafter give a supplemental notice of the period of time such SPA Event of Force Majeure is expected to continue. Charterer shall give Owner revised notices from time to time if and when Charterer obtains material additional information regarding the SPA Event of Force Majeure. (d) An SPA Event of Force Majeure shall be either of a temporary or permanent type. A temporary force majeure shall be one where Charterer expects full resumption of use of the Vessel before the end of ***** (“Temporary Force Majeure”). A permanent force majeure shall be one where Charterer does not expect full resumption of use of the Vessel before the end of ***** (“Permanent Force Majeure”). Unless and until a notice given by Charterer declares an SPA Event of Force Majeure to be a Permanent Force Majeure, such SPA Event of Force Majeure shall be deemed to be a Temporary Force Majeure. (e) As part of the notice given by Charterer pursuant to section 8.9(b), or by separate notice given thereafter, Charterer shall direct that the Vessel be laid-up and removed, effective immediately, from providing LNG transportation under this Charter (such removal rendering the Vessel a “Non-Utilized Vessel”). Charterer shall be entitled to update its directions hereunder based on the actual impact of the SPA Event of Force Majeure on its LNG delivery schedule. (f) The Vessel shall remain a Non-Utilized Vessel, in accordance with directions received by Owner from Charterer, until the date it receives orders from Charterer to proceed to a port to again provide LNG transportation under the Designated Trade. Owner shall not withdraw and employ the Non-Utilized Vessel for other purposes without the prior written consent of Charterer, and consultations relating to such consent shall include agreement concerning the appropriate crediting to Charterer of revenues earned by Owner during any such other employment. (g) During a period of Temporary Force Majeure (or if Charterer has declared Permanent Force Majeure, until this Charter has been terminated in accordance with section 8.9(h)), Charterer shall continue to pay Hire for the Non-Utilized Vessel as follows: (i) at the Hire Rate from the ***** day through the ***** day as a Non-Utilized Vessel; (ii) from the ***** through the ***** day as a Non-Utilized Vessel at a rate equal to the sum of the Financial Cost Component stated in paragraph 1.1 of Schedule III, and the Additional Cost Component stated in paragraph 1.3(a) of Schedule III for the period in question; and (iii) thereafter at the Hire Rate. (h) Charterer may terminate this Charter by giving notice of such termination to Owner if: (i) an SPA Event of Force Majeure continues for at least *****; or (ii) Charterer notifies Owner in writing that Charterer is declaring a Permanent Force Majeure and Charterer is exercising its right to terminate this Charter. Any such termination notice under this section 8.9(h) shall be effective upon receipt by Owner of the Required Permanent Force Majeure Termination Payment and, if necessary, redelivery by Charterer of the Vessel. Redelivery of the Vessel shall occur at the lay-up location if the Vessel is in lay up at the time of termination under this section 8.9(h). Upon such termination becoming effective, neither Charterer nor Owner shall have any further obligation to pay Hire or to make any other payment under this Charter other than payments due with respect to periods prior to the effective date of such termination. (i) Promptly after the execution of an LNG Sale and Purchase Agreement providing for deliveries of LNG over a term of ***** years or more under the Designated Trade, Charterer shall provide Owner with all material information regarding the type of events which could qualify as force majeure excusing the performance of Charterer, its Affiliate or an LNG Customer under such LNG Sale and Purchase Agreement.