Common use of Liquefaction Train Systems Clause in Contracts

Liquefaction Train Systems. i. In consideration of the obligations in this Agreement, BH shall cause to be reserved for VGLNG dedicated manufacturing capacity at BH’s affiliated manufacturing facilities located in [***] or [***] (collectively, the “Manufacturing Facilities”), such that [***] sets of [***] Liquefaction Trains, each capable of producing in the aggregate no less than eleven and twenty-seven hundredths (11.27) MTPA (each such set, a “Liquefaction Train System”), shall, except as provided in Section 1.1(a)(xii), be manufactured at (x) the Manufacturing Facilities or (y) solely in the event that the Manufacturing Facilities are at the relevant time engaged in manufacturing Liquefaction Trains for one or more Purchasers and do not have sufficient capacity to manufacture all or part of a subsequent set of Liquefaction Trains, another, mutually agreed BH affiliated manufacturing facility located in [***], and delivered to each applicable Purchaser in accordance with the delivery schedule set forth in Section 2.2(a). ii. The foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall expire, if at all, on [***] (the “Fourth LTS Order End Date”) if a Purchaser has not executed a definitive purchase agreement substantially in the form attached hereto as Exhibit A, which is incorporated by reference herein, for one (1) Liquefaction Train System (a “LTS Purchase Order”, and such LTS Purchase Order, the “Fourth LTS Purchase Order”) on or before the Fourth LTS Order End Date. iii. If a Purchaser has executed the Fourth LTS Purchase Order on or before the Fourth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Fifth LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Fifth LTS Purchase Order”), on or before the Fifth LTS Order End Date. iv. If a Purchaser has executed the Fifth LTS Purchase Order on or before the Fifth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Sixth LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Sixth LTS Purchase Order”) on or before the Sixth LTS Order End Date. v. If a Purchaser has executed the Sixth LTS Purchase Order on or before the Sixth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Seventh LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Seventh LTS Purchase Order”), on or before the Seventh LTS Order End Date. vi. If a Purchaser has executed the Seventh LTS Purchase Order on or before the Seventh LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Eighth LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Eighth LTS Purchase Order”) on or before the Eighth LTS Order End Date. vii. If a Purchaser has executed the Eighth LTS Purchase Order on or before the Eighth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Ninth LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Ninth LTS Purchase Order”), on or before the Ninth LTS Order End Date. viii. If a Purchaser has executed the Ninth LTS Purchase Order on or before the Ninth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing 4 Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Tenth LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Tenth LTS Purchase Order”) on or before the Tenth LTS Order End Date. ix. If a Purchaser has executed the Tenth LTS Purchase Order on or before the Tenth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Eleventh LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Eleventh LTS Purchase Order”) on or before the Eleventh LTS Order End Date. x. If a Purchaser has executed the Eleventh LTS Purchase Order on or before the Eleventh LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Twelfth LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Twelfth LTS Purchase Order”) on or before the Twelfth LTS Order End Date. xi. If a Purchaser has executed the Twelfth LTS Purchase Order on or before the Twelfth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to [***] remaining Liquefaction Train System and shall expire, if at all, on [***] (the “Final LTS Order End Date” and, together with the Seventh LTS Order End Date, the Eighth LTS Order End Date, the Ninth LTS Order End Date, the Tenth LTS Order End Date, the Eleventh LTS Order End Date and the Twelfth LTS Order End Date, the “Expansion LTS Order End Dates” and, together with the Fourth LTS Order End Date, the Fifth LTS Order End Date and the Sixth LTS Order End Date, the “LTS Order End Dates”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Final LTS Purchase Order”, and together with the Seventh LTS Purchase Order, the Eighth LTS Purchase Order, the Ninth LTS Purchase Order, the Tenth LTS Purchase Order, the Eleventh LTS Purchase Order and the Twelfth LTS Purchase Order, the “Expansion LTS Purchase Orders”), on or before the Final LTS Order End Date. xii. BH shall, with respect to each Expansion LTS Purchase Order, be permitted to, at any time during the period commencing twelve (12) months prior to the Expansion LTS Order End Date relating to such Expansion LTS Purchase Order and ending six (6) months prior to such Expansion LTS Order End Date, notify VGLNG in writing of its request to utilize one or more manufacturing facilities (including subcontracted third party facilities) other than one of the Manufacturing Facilities for the manufacture of the Liquefaction Train System under such Expansion LTS Purchase Order, such notice to include (x) a revised, reasonably detailed proposal for the relevant LTS Purchase Order with specific pricing and delivery schedule for the relevant Liquefaction Train System and (y) written confirmation from BH that such manufacturing facility(ies) are subject to quality assurance and quality control programs consistent with the quality assurance and control programs of BH. VGLNG shall, within sixty (60) days of its receipt of BH’s notice, consider for acceptance BH’s request, such acceptance not to be unreasonably withheld or delayed. The Parties agree to, or to cause their applicable affiliates to, negotiate in good faith with respect to such request, including in respect of any revised terms and conditions of any LTS Purchase Order that are necessary to restore the benefit of the bargain to VGLNG in terms of cost (including any modifications to the foreign exchange adjustments set forth in Exhibit E and adjustments for commodity prices and labor costs set forth in Exhibit D based upon the location(s) of the relevant manufacturing facilities and corresponding changes in labor and commodities indices), quality and schedule for delivery, but that it shall not be unreasonable for VGLNG to withhold its acceptance of any such request if Seller’s utilization of one or more manufacturing facilities other than one of the Manufacturing Facilities for the manufacture of the relevant Liquefaction Train System could reasonably be expected to have a material adverse impact on the cost (including any modifications to the foreign exchange adjustments set forth in Exhibit E and adjustments for commodity prices and labor costs set forth in Exhibit D based upon location(s) of the relevant manufacturing facilities and corresponding changes in labor and commodities indices), quality or schedule for delivery of such Liquefaction Train System (as compared to Seller’s utilization of one of the Manufacturing Facilities for the manufacture of such Liquefaction Train System in accordance with the terms of this Agreement). If VGLNG rejects BH’s request in writing or otherwise has not accepted BH’s request (including if VGLNG fails to respond in writing to BH’s request) within such sixty (60) day period, then (w) in the event that VGLNG has not accepted BH’s request, VGLNG shall be deemed to have rejected BH’s request, (x) neither BH nor any other applicable Seller shall have an obligation to reserve manufacturing capacity for such Liquefaction Train System, (y) VGLNG, and its subsidiaries and affiliates shall no longer be obligated to utilize BH for the manufacturing of such Liquefaction Train System and (z) Section 2.3(a)(v) and Section 2.3(a)(vi) shall no longer be applicable with respect to such Liquefaction Train System. xiii. BH shall, with respect to each Expansion LTS Purchase Order, be permitted to, at any time during the period commencing twelve (12) months prior to the Expansion LTS Order End Date relating to such Expansion LTS Purchase Order and ending six (6) months prior to such Expansion LTS Order End Date, notify VGLNG in writing that a material and adverse change in market conditions, including any changes in Liquefaction Train System design and/or scope necessary to meet design codes and/or standards in a location that is outside of the United States of America, applicable to such Expansion LTS Purchase Order, including a material increase in material, labor and subcontractor costs that is not otherwise recoverable under the terms of this Agreement or such Expansion LTS Purchase Order, has occurred and as a direct result thereof Seller’s performance under such Expansion LTS Purchase Order has been rendered commercially impracticable, such notice to include a reasonably detailed description of the changes in market conditions and the basis for BH’s determination of such commercial impracticability. VGLNG shall, within sixty (60) days of its receipt of BH’s notice, consider for acceptance BH’s request, such acceptance not to be unreasonably withheld or delayed. The Parties or their applicable affiliates shall promptly meet and discuss in good faith such changes in market conditions and consider equitable adjustments to the relevant Expansion LTS Purchase Order that are necessary to restore the Parties’ or their applicable affiliates’ relative economic positions. If within ninety (90) days following VGLNG’s receipt of BH’s notice, VGLNG and Seller have not agreed upon mutually acceptable equitable adjustments to the relevant Expansion LTS Purchase Order that are necessary to restore their relative economic positions, then (w) VGLNG shall be deemed to have rejected BH’s request, (x) neither BH nor the applicable Seller shall have an obligation to reserve manufacturing capacity for such Liquefaction Train System, (y) VGLNG, and its subsidiaries and affiliates shall no longer be obligated to utilize BH for the manufacturing of such Liquefaction Train System and (z) Section 2.3(a)(v) and Section 2.3(a)(vi) shall no longer be applicable with respect to such Liquefaction Train System. xiv. Each of BH and VGLNG acknowledges and agrees that a Purchaser shall be entitled to purchase a Liquefaction Train System pursuant to an LTS Purchase Order for installation in the United States of America or in a jurisdiction outside of the United States of America. In the event of any Liquefaction Train System to be installed in a jurisdiction outside of the United States of America, BH shall notify VGLNG of the Seller that will supply such Liquefaction Train System, and such Seller will become a party to this Agreement with respect to the applicable LTS Purchase Order pursuant to a mutually agreeable accession agreement. Notwithstanding anything to the contrary set forth in this Agreement (a) VGLNG shall notify BH of its intention to purchase a Liquefaction Train System pursuant to an LTS Purchase Order for installation outside of the United States of America at any time prior to the date that is twelve (12) months prior to such LTS Order End Date, and (b) the Purchaser and Seller shall cooperate with each other and discuss amendments and/or updates to the Liquefaction Train System Scope of Supply and configuration, the delivery terms and schedule, the LTS Purchase Price, the LTS Transportation Costs and the form of LTS Purchase Order that may be necessary and appropriate to reflect the specific site conditions, legal requirements, design codes and standards, natural gas composition or other identifiable and measurable factors adversely affecting the performance of the Liquefaction Train System in the relevant non-U.S. jurisdiction. If the Purchaser and Seller have not agreed upon a mutually acceptable Purchase Order for the Liquefaction Train System Scope of Supply, the delivery terms and schedule, the LTS Purchase Price, the LTS Transportation Costs and the form of LTS Purchase Order pursuant to the immediately preceding sentence by the relevant LTS Order End Date, then, without affecting BH’s other obligations under this Agreement: (x) neither BH nor any other applicable Seller shall have an obligation to reserve or caused to be reserved manufacturing capacity for such Liquefaction Train System; (y) VGLNG and its subsidiaries and affiliates shall no longer be obligated to utilize BH or any other Seller for the manufacturing of such Liquefaction Train System; and (z) Section 2.3(a)(v) and Section 2.3(a)(vi) shall no longer be applicable with respect to such Liquefaction Train System. xv. If VGLNG, through its subsidiaries, decides to construct a Project comprised of thirty-six (36) Liquefaction Trains in respect of which a single Purchaser will enter two (2) LTS Purchase Orders, then each of the two (2) LTS Purchase Orders may be for a reconfigured Liquefaction Train System comprised of (i) eighteen (18) or more Liquefaction Trains, in respect of the first LTS Purchase Order for such Project, and (ii) the remaining number of Liquefaction Trains in respect of the second LTS Purchase Order for such Project. In such event references to a “Liquefaction Train System” in clauses (ii) through (xi) of this Section 1.1(a) shall be treated as a reference to such reconfigured Liquefaction Train System.

Liquefaction Train Systems. i. In consideration of the obligations in this Agreement, BH shall cause to be reserved for VGLNG dedicated manufacturing capacity at BH’s affiliated manufacturing facilities located in [***] or [***] (collectively, the “Manufacturing Facilities”), such that [***] sets of [***] Liquefaction Trains, each capable of producing in the aggregate no less than eleven and twenty-seven hundredths (11.27) [***] MTPA (each such set, a “Liquefaction Train System”), shall, except as provided in Section 1.1(a)(xii), be manufactured at (x) the Manufacturing Facilities or (y) solely in the event that the Manufacturing Facilities are at the relevant time engaged in manufacturing Liquefaction Trains for one or more Purchasers and do not have sufficient capacity to manufacture all or part of a subsequent set of Liquefaction Trains, another, mutually agreed BH affiliated manufacturing facility located in [***], and delivered to each applicable Purchaser in accordance with the delivery schedule set forth in Section 2.2(a). ii. The foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall expire, if at all, on [***] (the “Fourth LTS Order End Date”) if a Purchaser has not executed a definitive purchase agreement substantially in the form attached hereto as Exhibit A, which is incorporated by reference herein, for one (1) Liquefaction Train System (a “LTS Purchase Order”, and such LTS Purchase Order, the “Fourth LTS Purchase Order”) on or before the Fourth LTS Order End Date. iii. If a Purchaser has executed the Fourth LTS Purchase Order on or before the Fourth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Fifth LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Fifth LTS Purchase Order”), on or before the Fifth LTS Order End Date. iv. If a Purchaser has executed the Fifth LTS Purchase Order on or before the Fifth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Sixth LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Sixth LTS Purchase Order”) on or before the Sixth LTS Order End Date, it being understood that a Purchaser may satisfy the foregoing by entering into two (2) separate purchase orders comprising the Sixth LTS Purchase Order: (i) a purchase order contract for [***] Liquefaction Trains (“LTS PO 6.1”) and (ii) a purchase order contract for [***] Liquefaction Trains (“LTS PO 6.2”). v. iii. If a Purchaser has executed the Sixth LTS Purchase Order on or before the Sixth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Seventh LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) [***] Liquefaction Train System (the “Seventh LTS Purchase Order”), on or before the Seventh LTS Order End Date. viiv. If a Purchaser has executed the Seventh LTS Purchase Order on or before the Seventh LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Eighth LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) Liquefaction Train System (the “Eighth LTS Purchase Order”) on or before the Eighth LTS Order End Date. vii. v. If a Purchaser has executed the Eighth LTS Purchase Order on or before the Eighth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Ninth LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) [***] Liquefaction Train System (the “Ninth LTS Purchase Order”), on or before the Ninth LTS Order End Date. viiivi. If a Purchaser has executed the Ninth LTS Purchase Order on or before the Ninth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing 4 Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Tenth LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) [***] Liquefaction Train System (the “Tenth LTS Purchase Order”) on or before the Tenth LTS Order End Date. ixvii. If a Purchaser has executed the Tenth LTS Purchase Order on or before the Tenth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Eleventh LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) [***] Liquefaction Train System (the “Eleventh LTS Purchase Order”) on or before the Eleventh LTS Order End Date. x. viii. If a Purchaser has executed the Eleventh LTS Purchase Order on or before the Eleventh LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to the [***] remaining Liquefaction Train Systems, and shall expire, if at all, on [***] (the “Twelfth LTS Order End Date”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) [***] Liquefaction Train System (the “Twelfth LTS Purchase Order”) on or before the Twelfth LTS Order End Date. xiix. If a Purchaser has executed the Twelfth LTS Purchase Order on or before the Twelfth LTS Order End Date, the foregoing obligation to reserve manufacturing capacity at the Manufacturing Facilities shall continue with respect to [***] remaining Liquefaction Train System and shall expire, if at all, on [***] (the “Final LTS Order End Date” and, together with the Sixth LTS Order End Date, the Seventh LTS Order End Date, the Eighth LTS Order End Date, the Ninth LTS Order End Date, the Tenth LTS Order End Date, the Eleventh LTS Order End Date Date, and the Twelfth LTS Order End Date, the “Expansion LTS Order End Dates” and, together with the Fourth LTS Order End Date, the Fifth LTS Order End Date and the Sixth LTS Order End Date, the “LTS Order End Dates”) if a Purchaser has not executed an additional LTS Purchase Order for one (1) [***] Liquefaction Train System (the “Final LTS Purchase Order”, and together with the Seventh LTS Purchase Order, the Eighth LTS Purchase Order, the Ninth LTS Purchase Order, the Tenth LTS Purchase Order, the Eleventh LTS Purchase Order and the Twelfth LTS Purchase Order, the “Expansion LTS Purchase Orders”), on or before the Final LTS Order End Date. xii. BH shall, with respect to each Expansion LTS Purchase Order, be permitted to, at any time during the period commencing twelve (12) months prior to the Expansion LTS Order End Date relating to such Expansion LTS Purchase Order and ending six (6) months prior to such Expansion LTS Order End Date, notify VGLNG in writing of its request to utilize one or more manufacturing facilities (including subcontracted third party facilities) other than one of the Manufacturing Facilities for the manufacture of the Liquefaction Train System under such Expansion LTS Purchase Order, such notice to include (x) a revised, reasonably detailed proposal for the relevant LTS Purchase Order with specific pricing and delivery schedule for the relevant Liquefaction Train System and (y) written confirmation from BH that such manufacturing facility(ies) are subject to quality assurance and quality control programs consistent with the quality assurance and control programs of BH. VGLNG shall, within sixty (60) days of its receipt of BH’s notice, consider for acceptance BH’s request, such acceptance not to be unreasonably withheld or delayed. The Parties agree to, or to cause their applicable affiliates to, negotiate in good faith with respect to such request, including in respect of any revised terms and conditions of any LTS Purchase Order that are necessary to restore the benefit of the bargain to VGLNG in terms of cost (including any modifications to the foreign exchange adjustments set forth in Exhibit E and adjustments for commodity prices and labor costs set forth in Exhibit D based upon the location(s) of the relevant manufacturing facilities and corresponding changes in labor and commodities indices), quality and schedule for delivery, but that it shall not be unreasonable for VGLNG to withhold its acceptance of any such request if Seller’s utilization of one or more manufacturing facilities other than one of the Manufacturing Facilities for the manufacture of the relevant Liquefaction Train System could reasonably be expected to have a material adverse impact on the cost (including any modifications to the foreign exchange adjustments set forth in Exhibit E and adjustments for commodity prices and labor costs set forth in Exhibit D based upon location(s) of the relevant manufacturing facilities and corresponding changes in labor and commodities indices), quality or schedule for delivery of such Liquefaction Train System (as compared to Seller’s utilization of one of the Manufacturing Facilities for the manufacture of such Liquefaction Train System in accordance with the terms of this Agreement). If VGLNG rejects BH’s request in writing or otherwise has not accepted BH’s request (including if VGLNG fails to respond in writing to BH’s request) within such sixty (60) day period, then (w) in the event that VGLNG has not accepted BH’s request, VGLNG shall be deemed to have rejected BH’s request, (x) neither BH nor any other applicable Seller shall have an obligation to reserve manufacturing capacity for such Liquefaction Train System, (y) VGLNG, and its subsidiaries and affiliates shall no longer be obligated to utilize BH for the manufacturing of such Liquefaction Train System and (z) Section 2.3(a)(v) and Section 2.3(a)(vi) shall no longer be applicable with respect to such Liquefaction Train Systemx. Not Used. xiiixi. BH shall, with respect to each Expansion LTS Purchase Order, be permitted to, at any time during the period commencing twelve (12) months prior to the Expansion LTS Order End Date relating to such Expansion LTS Purchase Order and ending six (6) months prior to such Expansion LTS Order End Date, notify VGLNG in writing that a material and adverse change in market conditions, including any changes in Liquefaction Train System design and/or scope necessary to meet design codes and/or standards in a location that is outside of the United States of America, applicable to such Expansion LTS Purchase Order, including a material increase in material, labor and subcontractor costs that is not otherwise recoverable under the terms of this Agreement or such Expansion LTS Purchase Order, has occurred and as a direct result thereof Seller’s performance under such Expansion LTS Purchase Order has been rendered commercially impracticable, such notice to include a reasonably detailed description of the changes in market conditions and the basis for BH’s determination of such commercial impracticability. VGLNG shall, within sixty (60) days of its receipt of BH’s notice, consider for acceptance BH’s request, such acceptance not to be unreasonably withheld or delayed. The Parties or their applicable affiliates shall promptly meet and discuss in good faith such changes in market conditions and consider equitable adjustments to the relevant Expansion LTS Purchase Order that are necessary to restore the Parties’ or their applicable affiliates’ relative economic positions. If within ninety (90) days following VGLNG’s receipt of BH’s notice, VGLNG and Seller have not agreed upon mutually acceptable equitable adjustments to the relevant Expansion LTS Purchase Order that are necessary to restore their relative economic positions, then (w) VGLNG shall be deemed to have rejected BH’s request, (x) neither BH nor the applicable Seller shall have an obligation to reserve manufacturing capacity for such Liquefaction Train System, (y) VGLNG, and its subsidiaries and affiliates shall no longer be obligated to utilize BH for the manufacturing of such Liquefaction Train System and (z) Section 2.3(a)(v) and Section 2.3(a)(vi) shall no longer be applicable with respect to such Liquefaction Train System.Not Used xivxii. Each of BH and VGLNG acknowledges and agrees that a Purchaser shall be entitled to purchase a Liquefaction Train System pursuant to an LTS Purchase Order for installation in the United States of America or in a jurisdiction outside of the United States of America. In the event of any Liquefaction Train System to be installed in a jurisdiction outside of the United States of America, BH shall notify VGLNG of the Seller that will supply such Liquefaction Train System, and such Seller will become a party to this Agreement with respect to the applicable LTS Purchase Order pursuant to a mutually agreeable accession agreement. Notwithstanding anything to the contrary set forth in this Agreement (a) VGLNG shall notify BH of its intention to purchase a Liquefaction Train System pursuant to an LTS Purchase Order for installation outside of the United States of America at any time prior to the date that is twelve (12) [***] months prior to such LTS Order End Date, and (b) the Purchaser and Seller shall cooperate with each other and discuss amendments and/or updates to the Liquefaction Train System Scope of Supply and configuration, the delivery terms and schedule, the LTS Purchase Price, the LTS Transportation Costs and the form of LTS Purchase Order that may be necessary and appropriate to reflect the specific site conditions, legal requirements, design codes and standards, natural gas composition or other identifiable and measurable factors adversely affecting the performance of the Liquefaction Train System in the relevant non-U.S. jurisdiction. If the Purchaser and Seller have not agreed upon a mutually acceptable Purchase Order for the Liquefaction Train System Scope of Supply, the delivery terms and schedule, the LTS Purchase Price, the LTS Transportation Costs and the form of LTS Purchase Order pursuant to the immediately preceding sentence by the relevant LTS Order End Date, then, without affecting BH’s other obligations under this Agreement: (x) neither BH nor any other applicable Seller shall have an obligation to reserve or caused to be reserved manufacturing capacity for such Liquefaction Train System; (y) VGLNG and its subsidiaries and affiliates shall no longer be obligated to utilize BH or any other Seller for the manufacturing of such Liquefaction Train System; and (z) Section 2.3(a)(v) and Section 2.3(a)(vi) shall no longer be applicable with respect to such Liquefaction Train System. xvxiii. If VGLNG, through its subsidiaries, decides to construct a Project comprised of thirty-six (36) [***] Liquefaction Trains in respect of which a single Purchaser will enter two (2) [***] LTS Purchase Orders, then each of the two (2) [***] LTS Purchase Orders may be for a reconfigured Liquefaction Train System comprised of (i) eighteen (18) [***] or more Liquefaction Trains, in respect of the first LTS Purchase Order for such Project, and (ii) the remaining number of Liquefaction Trains in respect of the second LTS Purchase Order for such Project. In such event references to a “Liquefaction Train System” in clauses (ii) through (xi) of this Section 1.1(a) shall be treated as a reference to such reconfigured Liquefaction Train System.