Common use of BORROWING AND LENDING Clause in Contracts

BORROWING AND LENDING. (a) Lending will take place in accordance with a first in first out principle, as per clause 4.4(d)(iii). (b) Any return of Borrowed Inventory in-kind shall be made by way of delivery of a corresponding energy (kWh), and such return need not be of the same molecules or the same composition of the LNG so lent, provided that it is of the same amount of energy. (c) When an LNG Cargo is unloaded at the Terminal for the account of a B&L User, the B&L User shall, as a primary obligation, provide Terminal Operator with the proportion of the Forecast Retainage of such B&L User for that Day. This quantity of Forecast Retainage (in kWh) shall be recorded in B&L Users’ Terminal User’s Account as per clause [8.2] of TAC and clause [11.2] of the TUA. (d) Borrowing and lending shall occur in the following manner: a Lender shall Lend, on a daily basis, any quantity up to the maximum amount of each Borrower’s Prevailing Nomination and Forecast Retainage by deducting such quantities from the Lender’s own Available Inventory; a Borrower shall, on a daily basis, borrow a quantity equal to Borrower’s Prevailing Nomination and Forecast Retainage and such quantity shall be reflected as a debit in Borrower’s Terminal User’s Account; and If, on any Day, a Lender’s Available Inventory is lower than the aggregate amount of all B&L Users’ Prevailing Nominations and Forecast Retainage for that Day, then that Lender’s Available Inventory shall be reduced to zero (0), by lending a pro rata quantity to each Borrower according to each Borrower’s Prevailing Nominations, before another B&L User becomes a Lender; (e) In case an AP LNG Cargo arrival causes the Terminal Operator to make an unilateral revision of all B&L Users’ Daily Planned Sendout, except for case of a Failed LNG Cargo Event, Terminal Operator may give a right to the B&L User which causes the Terminal Operator unilateral revision, to revise its Prevailing Nomination by address the Revised Sendout Notification , as per clause [7.5.3] of TAC. In case of B&L User refusal any deviations shall be made pro rata to all B&L Users according to B&L User’s Daily Planned Sendout, as per clause [7.5] of TAC. (f) In the case a Spot Cargo arrival causes the Terminal Operator to make a unilateral revision of the B&L User’s Daily Planned Sendout then, except for case of a Failed LNG Cargo Event, any changes shall be made only to the Spot User’s Daily Planned Sendout, as per clause [6.3.4] of TAC; (g) In case of a Failed LNG Cargo Event the Terminal Operator shall be entitled, in its sole discretion, to: issue to the relevant User a Failed LNG Cargo Event Notice in respect of such LNG Cargo and deem such User to be a Defaulting User, as per clause [9.2.3] of TAC; draw the Inter-User Guarantee, pursuant to clause 6.3; and source, and purchase on behalf of the Defaulting User, either: (A) Replacement LNG; and/or (B) Replacement Gas, for delivery or send out all or a portion of the required Daily Planned Sendout and Forecast Retainage for other B&L Users. (h) If Terminal Operator successfully sources Replacement LNG and/or Replacement Gas, then any Replacement LNG delivered to the Terminal for the account of the Defaulting User and/or any Replacement Gas, purchased for the account of Defaulting User shall first be used to replenish the LNG Operational Heel and the remaining quantity shall be credited to the Defaulting User’s Terminal User’s Account; and: if the Replacement LNG or the Replacement Gas is lower than the aggregate quantity of all the Prevailing Nominations and the Forecast Retainage for all B&L User’s, except for the Defaulting User’s, during the relevant Intra Reserved Cargo Period, the Defaulting User shall lend, pro rata, with respect to such Prevailing Nominations and Forecast Retainage, until the quantity of the Replacement LNG or the Replacement Gas is reduced to zero (0); if the Replacement LNG or the Replacement Gas is greater than the aggregate quantity of all the Prevailing Nominations and the Forecast Retainage for all B&L User’s, except for the Defaulting User’s, during the relevant Intra Reserved Cargo Period, the Defaulting User shall lend the total quantity required to fulfil such Prevailing Nominations and Forecast Retainage, and any remaining quantity of Replacement LNG or Replacement Gas shall be used to fulfil the Defaulting User’s Prevailing Nomination and Forecast Retainage; (i) If Terminal Operator does not successfully source Replacement LNG and/or Replacement Gas and the LNG storage level fall below or be expected to fall below the LNG Operational Heel, then Terminal Operator shall be entitled, in its sole discretion, to replenish the LNG Operational Heel from the next LNG Cargo unloaded at the Terminal, by any B&L User. This B&L User will be compensated from the Defaulting User’s Inter-User Guarantee, in accordance with the provisions of this clause 8.4. (j) If, by the last Day of each Contract Year, a Borrower has not returned its entire borrowed quantity in-kind, such Borrower shall settle its LNG Position in cash, by way of a pro rata payment to one or more Lenders, in an amount equal to the LNG Reconciliation Value. Upon confirmed receipt of the LNG Reconciliation Value by each Lender, Terminal Operator shall adjust Borrower’s Terminal User’s Account to reflect return of the borrowed quantity. (k) if at the last day of the Term a Long-Term User has still title in LNG in-tank then this Long-Term User is obliged to sign a SCA and to offtake any remaining quantity within a seven (7) Days period without participating in the borrowing and lending concept. (l) The LNG Reconciliation Value (in Euros) shall be calculated by Terminal Operator using the following formula: 𝐿𝑁𝐺 𝑅𝑒𝑐𝑜𝑛𝑐𝑖𝑙𝑖𝑎𝑡𝑖𝑜𝑛 𝑉𝑎𝑙𝑢𝑒 = 𝑅𝑃 ∗ 𝑈𝑠𝑒𝑟′𝑠 𝐹𝑖𝑛𝑎𝑙 𝑃𝑜𝑠𝑖𝑡𝑖𝑜𝑛 Where: (m) From COD onwards and thereafter every two years in [July] (each a “Review Date”) the Parties shall meet to discuss and, in good faith and in accordance with the principles set out in this clause 4.4(m), to agree whether the Reconciliation Price is the appropriate index for determining compensation for borrowed LNG not returned in kind. The Parties agree that: they shall consider and discuss a revision to the Reconciliation Price during a thirty (30) day period, such period beginning with a notice from Terminal Operator to commence the review process and culminating in a vote by all Parties at the end of such period; the Reconciliation Price prevailing immediately prior to the relevant Review Date shall continue to apply unless all Long-Term Users reach unanimous agreement on a new Reconciliation Price in accordance with this clause 4.4(m); the amended Reconciliation Price (if applicable) agreed in accordance with this clause 4.4(m) shall be effective on and from the start of the Contract Year immediately following the Review Date, until such time as a new Reconciliation Price is unanimously agreed at a subsequent Review Date; and the provisions of clause 13.5 (Disputes) of the TAC do not apply to this clause 4.4(m), except to the extent that any Party fails to adhere to the processes and procedures in this clause 4.4(m). To avoid doubt, the arbitral tribunal appointed under clause 13.5.3 of the TAC shall have no authority to determine any revision to the Reconciliation Price or resolve, amend, revise, alter or add to any other provision or term of this Agreement insofar as they relate to the review of the Reconciliation Price.

BORROWING AND LENDING. (a) Lending will take place in accordance with a first in first out principle, as per clause 4.4(d)(iii). (b) Any return of Borrowed Inventory in-kind shall be made by way of delivery of a corresponding energy (kWh), and such return need not be of the same molecules or the same composition of the LNG so lent, provided that it is of the same amount of energy. (c) When an LNG Cargo is unloaded at the Terminal for the account of a B&L User, the B&L User shall, as a primary obligation, provide Terminal Operator with the proportion pro rata share of the Forecast Retainage of such B&L User for that Day. This quantity of Forecast Retainage (in kWh) shall be recorded in B&L Users’ Terminal User’s Account as per clause [8.2] of TAC and clause [11.2] of the TUA. (d) Borrowing and lending shall occur in the following manner: a Lender shall Lendlend, on a daily basis, any quantity up to the maximum amount of each Borrower’s Prevailing Nomination and Forecast Retainage by deducting such quantities from the Lender’s own Available Inventory; a Borrower shall, on a daily basis, borrow a quantity equal to Borrower’s Prevailing Nomination and Forecast Retainage and such quantity shall be reflected as a debit in Borrower’s Terminal User’s Account; and If, on any Day, a Lender’s Available Inventory is lower than the aggregate amount of all B&L Users’ Prevailing Nominations and Forecast Retainage for that Day, then that Lender’s Available Inventory shall be reduced to zero (0), by lending a pro rata quantity to each Borrower according to each Borrower’s Prevailing Nominations, before another B&L User becomes a LenderLender User; (e) In case an AP LNG Cargo arrival causes the Terminal Operator to make an unilateral revision of all the B&L Users’ User’s Daily Planned Sendout, except for case of a Failed LNG Cargo Event, Terminal Operator may give a the right to the B&L User User, which causes the Terminal Operator unilateral revision, revision to revise fix its Prevailing Nomination LNG Position by address the Revised Sendout Notification undertaking any deviations occurred, as per clause [7.5.3] of TAC. In case of B&L User refusal any deviations shall be made pro rata to all B&L Users according to B&L User’s Daily Planned Sendout, as per clause [7.5] of TAC. (f) In the case a Spot SPOT Cargo arrival causes the Terminal Operator to make a unilateral revision of the B&L User’s Daily Planned Sendout thenSendout, except for case of a Failed LNG Cargo Event, any changes deviations shall be made only to the Spot SPOT User’s Daily Planned Sendout, as per clause [6.3.4] of TAC; (g) In case of a Failed failed LNG Cargo Event the Terminal Operator shall be entitled, in its sole discretion, to: issue to the relevant User a Failed LNG Cargo Event Notice in respect of such LNG Cargo and deem such User to be a Defaulting User, as per clause [9.2.3] of TAC; draw encash the Inter-User Guarantee, pursuant to clause 6.3; and source, and purchase on behalf of the Defaulting User, either: (A) Replacement LNG; and/or (B) Replacement Gas, for delivery or send out out, during the relevant Scheduled Window, all or a portion of the required Daily Planned Sendout and Forecast Retainage for other B&L Users. (h) If Terminal Operator successfully sources Replacement LNG and/or Replacement Gas, then any Replacement LNG delivered to the Terminal for the account of the Defaulting User and/or any Replacement Gas, purchased for the account of Defaulting User shall first be used to replenish the LNG Operational Heel and the remaining quantity shall be credited to the Defaulting User’s Terminal User’s Account; and: if the Replacement LNG or the Replacement Gas is lower than the aggregate quantity of all the Prevailing Nominations and the Forecast Retainage for all B&L User’s, except for the Defaulting User’s, during the relevant Intra Reserved Cargo Period, the Defaulting User shall lend, pro rata, with respect to such Prevailing Nominations and Forecast Retainage, until the quantity of the Replacement LNG or the Replacement Gas is reduced to zero (0); if the Replacement LNG or the Replacement Gas is greater than the aggregate quantity of all the Prevailing Nominations and the Forecast Retainage for all B&L User’s, except for the Defaulting User’s, during the relevant Intra Reserved Cargo Period, the Defaulting User shall lend the total quantity required to fulfil such Prevailing Nominations and Forecast Retainage, and any remaining quantity of Replacement LNG or Replacement Gas shall be used to fulfil the Defaulting User’s Prevailing Nomination and Forecast Retainage; (i) If Terminal Operator does not successfully source Replacement LNG and/or Replacement Gas and the LNG storage level fall below or be expected to fall below the LNG Operational Heel, then Terminal Operator shall be entitled, in its sole discretion, to replenish the LNG Operational Heel from the next LNG Cargo unloaded at the Terminal, by any B&L User. This B&L User will be compensated from the Defaulting User’s Inter-User Guarantee, in accordance with the provisions of this clause 8.4. (j) If, by the last Day of each Contract Year, a Borrower has not returned its entire borrowed quantity in-kind, such Borrower shall settle its LNG Position in cash, by way of a pro rata payment to one or more Lenders, in an amount equal to the LNG Reconciliation Value. Upon confirmed receipt of the LNG Reconciliation Value by each Lender, Terminal Operator shall adjust Borrower’s Terminal User’s Account to reflect return of the borrowed quantity. (k) if at the last day of the Term a Long-Term User has still title in LNG in-tank then this Long-Term User is obliged to sign a SCA and to offtake any remaining quantity within a seven (7) Days period without participating in the borrowing and lending concept. (l) The LNG Reconciliation Value (in Euros) shall be calculated by Terminal Operator using the following formula: 𝐿𝑁𝐺 𝑅𝑒𝑐𝑜𝑛𝑐𝑖𝑙𝑖𝑎𝑡𝑖𝑜𝑛 𝑉𝑎𝑙𝑢𝑒 = 𝑅𝑃 ∗ 𝑈𝑠𝑒𝑟′𝑠 𝐹𝑖𝑛𝑎𝑙 𝑃𝑜𝑠𝑖𝑡𝑖𝑜𝑛 Where: (m) From COD onwards and thereafter every two years in [July] (each a “Review Date”) the Parties shall meet to discuss and, in good faith and in accordance with the principles set out in this clause 4.4(m), to agree whether the Reconciliation Price is the appropriate index for determining compensation for borrowed LNG not returned in kind. The Parties agree that: they shall consider and discuss a revision to the Reconciliation Price during a thirty (30) day period, such period beginning with a notice from Terminal Operator to commence the review process and culminating in a vote by all Parties at the end of such period; the Reconciliation Price prevailing immediately prior to the relevant Review Date shall continue to apply unless all Long-Term Users reach unanimous agreement on a new Reconciliation Price in accordance with this clause 4.4(m); the amended Reconciliation Price (if applicable) agreed in accordance with this clause 4.4(m) shall be effective on and from the start of the Contract Year immediately following the Review Date, until such time as a new Reconciliation Price is unanimously agreed at a subsequent Review Date; and the provisions of clause 13.5 (Disputes) of the TAC do not apply to this clause 4.4(m), except to the extent that any Party fails to adhere to the processes and procedures in this clause 4.4(m). To avoid doubt, the arbitral tribunal appointed under clause 13.5.3 of the TAC shall have no authority to determine any revision to the Reconciliation Price or resolve, amend, revise, alter or add to any other provision or term of this Agreement insofar as they relate to the review of the Reconciliation Price.

BORROWING AND LENDING. (a) Lending will take place in accordance with a first in first out principle, as per clause 4.4(d)(iii). (b) Any return of Borrowed Inventory in-kind shall be made by way of delivery of a corresponding energy (kWh), and such return need not be of the same molecules or the same composition of the LNG so lent, provided that it is of the same amount of energy. (c) When an LNG Cargo is unloaded at the Terminal for the account of a B&L User, the B&L User shall, as a primary obligation, provide Terminal Operator with the proportion pro rata share of the Forecast Retainage of such B&L User for that Day. This quantity of Forecast Retainage (in kWh) shall be recorded in B&L Users’ Terminal User’s Account as per clause [8.2] of TAC and clause [11.2] of the TUA. (d) Borrowing and lending shall occur in the following manner: a Lender shall Lendlend, on a daily basis, any quantity up to the maximum amount of each Borrower’s Prevailing Nomination and Forecast Retainage by deducting such quantities from the Lender’s own Available Inventory; a Borrower shall, on a daily basis, borrow a quantity equal to Borrower’s Prevailing Nomination and Forecast Retainage and such quantity shall be reflected as a debit in Borrower’s Terminal User’s Account; and If, on any Day, a Lender’s Available Inventory is lower than the aggregate amount of all B&L Users’ Prevailing Nominations and Forecast Retainage for that Day, then that Lender’s Available Inventory shall be reduced to zero (0), by lending a pro rata quantity to each Borrower according to each Borrower’s Prevailing Nominations, before another B&L User becomes a LenderLender User; (e) In case an AP LNG Cargo arrival causes the Terminal Operator to make an unilateral revision of all the B&L Users’ User’s Daily Planned Sendout, except for case of a Failed LNG Cargo Event, Terminal Operator may give a the right to the B&L User User, which causes the Terminal Operator unilateral revision, revision to revise fix its Prevailing Nomination LNG Position by address the Revised Sendout Notification undertaking any deviations occurred, as per clause [7.5.3] of TAC. In case of B&L User refusal any deviations shall be made pro rata to all B&L Users according to B&L User’s Daily Planned Sendout, as per clause [7.5] of TAC. (f) In the case a Spot SPOT Cargo arrival causes the Terminal Operator to make a unilateral revision of the B&L User’s Daily Planned Sendout thenSendout, except for case of a Failed LNG Cargo Event, any changes deviations shall be made only to the Spot SPOT User’s Daily Planned Sendout, as per clause [6.3.4] of TAC; (g) In case of a Failed failed LNG Cargo Event the Terminal Operator shall be entitled, in its sole discretion, to: issue to the relevant User a Failed LNG Cargo Event Notice in respect of such LNG Cargo and deem such User to be a Defaulting User, as per clause [9.2.3] of TAC; draw encash the Inter-User Guarantee, pursuant to clause 6.3; and source, and purchase on behalf of the Defaulting User, either: (A) Replacement LNG; and/or (B) Replacement Gas, for delivery or send out out, during the relevant Scheduled Window, all or a portion of the required Daily Planned Sendout and Forecast Retainage for other B&L Users. (h) If Terminal Operator successfully sources Replacement LNG and/or Replacement Gas, then any Replacement LNG delivered to the Terminal for the account of the Defaulting User and/or any Replacement Gas, purchased for the account of Defaulting User shall first be used to replenish the LNG Operational Heel and the remaining quantity shall be credited to the Defaulting User’s Terminal User’s Account; and: if the Replacement LNG or the Replacement Gas is lower than the aggregate quantity of all the Prevailing Nominations and the Forecast Retainage for all B&L User’s, except for the Defaulting User’s, during the relevant Intra Reserved Cargo Period, the Defaulting User shall lend, pro rata, with respect to such Prevailing Nominations and Forecast Retainage, until the quantity of the Replacement LNG or the Replacement Gas is reduced to zero (0); if the Replacement LNG or the Replacement Gas is greater than the aggregate quantity of all the Prevailing Nominations and the Forecast Retainage for all B&L User’s, except for the Defaulting User’s, during the relevant Intra Reserved Cargo Period, the Defaulting User shall lend the total quantity required to fulfil such Prevailing Nominations and Forecast Retainage, and any remaining quantity of Replacement LNG or Replacement Gas shall be used to fulfil the Defaulting User’s Prevailing Nomination and Forecast Retainage; (i) If Terminal Operator does not successfully source Replacement LNG and/or Replacement Gas and the LNG storage level fall below or be expected to fall below the LNG Operational Heel, then Terminal Operator shall be entitled, in its sole discretion, to replenish the LNG Operational Heel from the next LNG Cargo unloaded at the Terminal, by any B&L User. This B&L User will be compensated from the Defaulting User’s Inter-User Guarantee, in accordance with the provisions of this clause 8.4. (j) If, by the last Day of each Contract Year, a Borrower has not returned its entire borrowed quantity in-kind, such Borrower shall settle its LNG Position in cash, by way of a pro rata payment to one or more Lenders, in an amount equal to the LNG Reconciliation Value. Upon confirmed receipt of the LNG Reconciliation Value by each Lender, Terminal Operator shall adjust Borrower’s Terminal User’s Account to reflect return of the borrowed quantity. (k) if at the last day of the Term a Long-Term User has still title in LNG in-tank then this Long-Term User is obliged to sign a SCA and to offtake any remaining quantity within a seven (7) Days period without participating in the borrowing and lending concept. (l) The LNG Reconciliation Value (in Euros) shall be calculated by Terminal Operator using the following formula: 𝐿𝑁𝐺 𝑅𝑒𝑐𝑜𝑛𝑐𝑖𝑙𝑖𝑎𝑡𝑖𝑜𝑛 𝑉𝑎𝑙𝑢𝑒 = 𝑅𝑃 ∗ 𝑈𝑠𝑒𝑟′𝑠 𝐹𝑖𝑛𝑎𝑙 𝑃𝑜𝑠𝑖𝑡𝑖𝑜𝑛 Where: (m) From COD onwards and thereafter every two years in [July] (each a “Review Date”) the Parties shall meet to discuss and, in good faith and in accordance with the principles set out in this clause 4.4(m), to agree whether the Reconciliation Price is the appropriate index for determining compensation for borrowed LNG not returned in kind. The Parties agree that: they shall consider and discuss a revision to the Reconciliation Price during a thirty (30) day period, such period beginning with a notice from Terminal Operator to commence the review process and culminating in a vote by all Parties at the end of such period; the Reconciliation Price prevailing immediately prior to the relevant Review Date shall continue to apply unless all Long-Term Users reach unanimous agreement on a new Reconciliation Price in accordance with this clause 4.4(m); the amended Reconciliation Price (if applicable) agreed in accordance with this clause 4.4(m) shall be effective on and from the start of the Contract Year immediately following the Review Date, until such time as a new Reconciliation Price is unanimously agreed at a subsequent Review Date; and the provisions of clause 13.5 (Disputes) of the TAC do not apply to this clause 4.4(m), except to the extent that any Party fails to adhere to the processes and procedures in this clause 4.4(m). To avoid doubt, the arbitral tribunal appointed under clause 13.5.3 of the TAC shall have no authority to determine any revision to the Reconciliation Price or resolve, amend, revise, alter or add to any other provision or term of this Agreement insofar as they relate to the review of the Reconciliation Price.