Common use of Power Island Systems Clause in Contracts

Power Island Systems. i. One or more Purchasers intends to purchase from the applicable Sellers up to [***] Power Island Systems (in addition to Power Island Systems purchased pursuant to the First PIS Purchase Order, the Second PIS Purchase Order and the Third PIS Purchase Order) pursuant to one (1) or more PIS Purchase Orders, subject to the terms and conditions of this Agreement. ii. BH and VGLNG intend the applicable Seller and the applicable Purchaser shall, upon the election by VGLNG, execute one (1) or more PIS Purchase Orders for: (i) the fourth Power Island System on or before the Fourth PIS Order End Date; (ii) the fifth Power Island System on or before the Fifth PIS Order End Date; (iii) the sixth Power Island System on or before the Sixth PIS Order End Date; (iv) the seventh Power Island System on or before the Seventh PIS Order End Date; (v) the eighth Power Island System on or before the Eighth PIS Order End Date; (vi) the ninth Power Island System on or before the Ninth PIS Order End Date; (vii) the tenth Power Island System on or before the Tenth PIS Order End Date; (viii) the eleventh Power Island System on or before the Eleventh PIS Order End Date; (ix) the twelfth Power Island System on or before the Twelfth PIS Order End Date; and (x) the thirteenth Power Island System on or before the Final PIS Order End Date, in each case, for delivery of such Power Island Systems to the relevant Project designated by a Purchaser to a Seller in accordance with the relevant PIS Purchase Order and the delivery schedule set forth in Section 2.2(b) (in each case as adjusted for an Alternative Configuration). Notwithstanding Section 2.1(b)(i), VGLNG and BH acknowledge and agree that, subject to Section 2.3(b)(iv), neither VGLNG nor any Purchaser shall be obligated to purchase or pay for, and neither BH nor any Seller shall be obligated to sell or supply, any of the Power Island Systems unless or until a definitive PIS Purchase Order is executed by the applicable Purchaser and the applicable Seller.

Power Island Systems. i. One In consideration of the obligations in this Agreement, BH shall cause to be reserved for VGLNG dedicated manufacturing capacity at a manufacturing facility of General Electric Company or one or more Purchasers intends to purchase from of its subsidiaries (acting as a subcontractor of the applicable Sellers up to Seller), such that [***] Power Island Systems shall be manufactured for the Seller by General Electric Company or one or more of its subsidiaries and delivered to each applicable Purchaser in accordance with the delivery schedule set forth in Section 2.2(b). ii. The foregoing reservation of manufacturing capacity shall expire, if at all, on [***] (the “Fourth PIS Order End Date”) if a Purchaser has not executed a definitive purchase agreement in addition to the form attached hereto as Exhibit B for one (1) Power Island Systems purchased pursuant to the First System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (a “PIS Purchase Order”) (such PIS Purchase Order, the Second PIS Purchase Order and the Third “Fourth PIS Purchase Order”) pursuant to one (1) or more PIS Purchase Orders, subject to the terms and conditions of this Agreement. ii. BH and VGLNG intend the applicable Seller and the applicable Purchaser shall, upon the election by VGLNG, execute one (1) or more PIS Purchase Orders for: (i) the fourth Power Island System on or before the Fourth PIS Order End Date; (ii) . iii. If a Purchaser has executed the fifth Fourth PIS Purchase Order on or before the Fourth PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to the [***] remaining Power Island System Systems and shall expire, if at all, on [***] (the “Fifth PIS Order End Date”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Fifth PIS Purchase Order”) on or before the Fifth PIS Order End Date; (iii) . iv. If a Purchaser has executed the sixth Fifth PIS Purchase Order on or before the Fifth PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to the [***] remaining Power Island System Systems and shall expire, if at all, on [***] (the “Sixth PIS Order End Date”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Sixth PIS Purchase Order”) on or before the Sixth PIS Order End Date; (iv) the seventh Power Island System on or before the Seventh PIS Order End Date; (v) the eighth Power Island System on or before the Eighth PIS Order End Date; (vi) the ninth Power Island System on or before the Ninth PIS Order End Date; (vii) the tenth Power Island System on or before the Tenth PIS Order End Date; (viii) the eleventh Power Island System on or before the Eleventh PIS Order End Date; (ix) the twelfth Power Island System on or before the Twelfth PIS Order End Date; and (x) the thirteenth Power Island System on or before the Final PIS Order End Date, in each case, for delivery of such Power Island Systems to the relevant Project designated by a Purchaser to a Seller in accordance with the relevant PIS Purchase Order and the delivery schedule set forth in Section 2.2(b) (in each case as adjusted for an Alternative Configuration). Notwithstanding Section 2.1(b)(i), VGLNG and BH acknowledge and agree that, subject to Section 2.3(b)(iv), neither VGLNG nor any Purchaser shall be obligated to purchase or pay for, and neither BH nor any Seller shall be obligated to sell or supply, any of the Power Island Systems unless or until a definitive PIS Purchase Order is executed by the applicable Purchaser and the applicable Seller.

Power Island Systems. i. One In consideration of the obligations in this Agreement, BH shall cause to be reserved for VGLNG dedicated manufacturing capacity at a manufacturing facility of General Electric Company or one or more Purchasers intends to purchase from of its subsidiaries (acting as a subcontractor of the applicable Sellers up to Seller), such that [***] Power Island Systems shall be manufactured for the Seller by General Electric Company or one or more of its subsidiaries and delivered to each applicable Purchaser in accordance with the delivery schedule set forth in Section 2.2(b). ii. The foregoing reservation of manufacturing capacity shall expire, if at all, on [***] (the “Fourth PIS Order End Date”) if a Purchaser has not executed a definitive purchase agreement in addition to the form attached hereto as Exhibit B for one (1) Power Island Systems purchased pursuant to the First System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (a “PIS Purchase Order”) (such PIS Purchase Order, the Second PIS Purchase Order and the Third “Fourth PIS Purchase Order”) pursuant to one (1) or more PIS Purchase Orders, subject to the terms and conditions of this Agreement. ii. BH and VGLNG intend the applicable Seller and the applicable Purchaser shall, upon the election by VGLNG, execute one (1) or more PIS Purchase Orders for: (i) the fourth Power Island System on or before the Fourth PIS Order End Date; (ii) . iii. If a Purchaser has executed the fifth Fourth PIS Purchase Order on or before the Fourth PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to the [***] remaining Power Island System Systems and shall expire, if at all, on [***] (the “Fifth PIS Order End Date”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Fifth PIS Purchase Order”) on or before the Fifth PIS Order End Date; (iii) . iv. If a Purchaser has executed the sixth Fifth PIS Purchase Order on or before the Fifth PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to the [***] remaining Power Island System Systems and shall expire, if at all, on [***] (the “Sixth PIS Order End Date”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Sixth PIS Purchase Order”) on or before the Sixth PIS Order End Date; (iv) . v. If a Purchaser has executed the seventh Sixth PIS Purchase Order on or before the Sixth PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to the [***] remaining Power Island System Systems and shall expire, if at all, on [***] (the “Seventh PIS Order End Date”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Seventh PIS Purchase Order”) on or before the Seventh PIS Order End Date; (v) . vi. If a Purchaser has executed the eighth Seventh PIS Purchase Order on or before the Seventh PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to the [***] remaining Power Island System Systems and shall expire, if at all, on [***] (the “Eighth PIS Order End Date”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Eighth PIS Purchase Order”) on or before the Eighth PIS Order End Date; (vi) . vii. If a Purchaser has executed the ninth Eighth PIS Purchase Order on or before the Eighth PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to the [***] remaining Power Island System Systems and shall expire, if at all, on [***] (the “Ninth PIS Order End Date”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Ninth PIS Purchase Order”) on or before the Ninth PIS Order End Date; (vii) . viii. If a Purchaser has executed the tenth Ninth PIS Purchase Order on or before the Ninth PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to the [***] remaining Power Island System Systems and shall expire, if at all, on [***] (the “Tenth PIS Order End Date”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Tenth PIS Purchase Order”) on or before the Tenth PIS Order End Date; (viii) . ix. If a Purchaser has executed the eleventh Tenth PIS Purchase Order on or before the Tenth PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to the [***] remaining Power Island System Systems and shall expire, if at all, on [***] (the “Eleventh PIS Order End Date”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Eleventh PIS Purchase Order”) on or before the Eleventh PIS Order End Date; (ix) . x. If a Purchaser has executed the twelfth Eleventh PIS Purchase Order on or before the Eleventh PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to the [***] remaining Power Island System Systems and shall expire, if at all, on [***] (the “Twelfth PIS Order End Date”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Twelfth PIS Purchase Order”) on or before the Twelfth PIS Order End Date; and (x) . xi. If a Purchaser has executed the thirteenth Twelfth PIS Purchase Order on or before the Twelfth PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to [***] remaining Power Island System and shall expire, if at all, on [***] (the “Final PIS Order End Date”, and together with the Seventh PIS Order End Date, the Eighth PIS Order End Date, the Ninth PIS Order End Date, the Tenth PIS Order End Date, the Eleventh PIS Order End Date and the Twelfth PIS Order End Date, the “Expansion PIS Order End Dates”, and, together with the Fourth PIS Order End Date, the Fifth PIS Order End Date and the Sixth PIS Order End Date, the “PIS Order End Dates”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Final PIS Purchase Order” and, together with the Seventh PIS Purchase Order, the Eighth PIS Purchase Order, the Ninth PIS Purchase Order, the Tenth PIS Purchase Order, the Eleventh PIS Purchase Order and the Twelfth PIS Purchase Order, the “Expansion PIS Purchase Orders”) on or before the Final PIS Order End Date. xii. BH shall, with respect to each Expansion PIS Purchase Order, be permitted to, at any time during the period commencing twelve (12) months prior to the Expansion PIS Order End Date relating to such Expansion PIS Purchase Order and ending six (6) months prior to such Expansion PIS Order End Date, notify VGLNG in each casewriting that a material and adverse change in market conditions, including any changes in Power Island System design and/or scope necessary to meet design codes and/or standards in a location outside of the United States of America applicable to such Expansion PIS 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 PIS Purchase Order, has occurred and as a direct result thereof Seller’s performance under such Expansion PIS 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 delivery 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 PIS Purchase Order that are necessary to restore their 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 PIS 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 or caused to be reserved manufacturing capacity for such Power Island System, (y) VGLNG, and its subsidiaries and affiliates shall no longer be obligated to utilize BH for the supply of such Power Island Systems System and (z) Section 2.3(b)(iv) shall no longer be applicable with respect to such Power Island System. xiii. Each of BH and VGLNG acknowledges and agrees that a Purchaser shall be entitled to purchase a Power Island System pursuant to a PIS 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 Power Island 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 Power Island System and such Seller will become a party to this Agreement with respect to the relevant Project designated by a Purchaser applicable PIS 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 the Power Island System pursuant to a PIS Purchase Order for installation outside of the United States of America any time prior to the date that is twelve (12) months prior to such PIS Order End Date, and (b) the Purchaser and Seller shall cooperate with each other and discuss amendments and/or updates to the Power Island System Scope of Supply and configuration, the PIS Purchase Price, the delivery schedule, the PIS Transportation Costs and the form of PIS 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 Power Island System in accordance with the relevant non-U.S. jurisdiction. If the Purchaser and Seller have not agreed upon a mutually acceptable Purchase Order for the Power Island System Scope of Supply and configuration, the delivery terms and schedule, the PIS Purchase Price, the PIS Transportation Costs and the form of PIS Purchase Order by the relevant PIS Purchase Order and the delivery schedule set forth in Section 2.2(bEnd Date, then, without affecting BH’s other obligations under this Agreement: (x) (in each case as adjusted for an Alternative Configuration). Notwithstanding Section 2.1(b)(i), VGLNG and BH acknowledge and agree that, subject to Section 2.3(b)(iv), neither VGLNG nor any Purchaser shall be obligated to purchase or pay for, and neither BH nor any other applicable Seller shall have an obligation to cause to be reserved manufacturing capacity for such Power Island System; (y) VGLNG and its subsidiaries and affiliates shall no longer be obligated to sell utilize BH or supply, any other Seller for the manufacturing supply of the such Power Island Systems unless or until a definitive PIS Purchase Order is executed by the System and (z) Section 2.3(b)(iv) shall no longer be applicable Purchaser and the applicable Sellerwith respect to such Power Island System.

Power Island Systems. i. One In consideration of the obligations in this Agreement, BH shall cause to be reserved for VGLNG dedicated manufacturing capacity at a manufacturing facility of General Electric Company or one or more Purchasers intends to purchase from of its subsidiaries (acting as a subcontractor of the applicable Sellers up to Seller), such that [***] Power Island Systems shall be manufactured for the Seller by General Electric Company or one or more of its subsidiaries and delivered to each applicable Purchaser in accordance with the delivery schedule set forth in Section 2.2(b). ii. The foregoing reservation of manufacturing capacity shall expire, if at all, on [***] (the “Fourth PIS Order End Date”) if a Purchaser has not executed a definitive purchase agreement in addition to the form attached hereto as Exhibit B for one (1) Power Island Systems purchased pursuant to the First System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (a “PIS Purchase Order”) (such PIS Purchase Order, the Second PIS Purchase Order and the Third “Fourth PIS Purchase Order”) pursuant to one (1) or more PIS Purchase Orders, subject to the terms and conditions of this Agreement. ii. BH and VGLNG intend the applicable Seller and the applicable Purchaser shall, upon the election by VGLNG, execute one (1) or more PIS Purchase Orders for: (i) the fourth Power Island System on or before the Fourth PIS Order End Date; (ii) . iii. If a Purchaser has executed the fifth Fourth PIS Purchase Order on or before the Fourth PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to the [***] remaining Power Island System Systems and shall expire, if at all, on [***] (the “Fifth PIS Order End Date”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Fifth PIS Purchase Order”) on or before the Fifth PIS Order End Date; (iii) . iv. If a Purchaser has executed the sixth Fifth PIS Purchase Order on or before the Fifth PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to the [***] remaining Power Island System Systems and shall expire, if at all, on [***] (the “Sixth PIS Order End Date”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Sixth PIS Purchase Order”) on or before the Sixth PIS Order End Date; (iv) . v. If a Purchaser has executed the seventh Sixth PIS Purchase Order on or before the Sixth PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to the [***] remaining Power Island System Systems and shall expire, if at all, on [***] (the “Seventh PIS Order End Date”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Seventh PIS Purchase Order”) on or before the Seventh PIS Order End Date; (v) . vi. If a Purchaser has executed the eighth Seventh PIS Purchase Order on or before the Seventh PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to the [***] remaining Power Island System Systems and shall expire, if at all, on [***] (the “Eighth PIS Order End Date”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Eighth PIS Purchase Order”) on or before the Eighth PIS Order End Date; (vi) . vii. If a Purchaser has executed the ninth Eighth PIS Purchase Order on or before the Eighth PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to the [***] remaining Power Island System Systems and shall expire, if at all, on [***] (the “Ninth PIS Order End Date”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Ninth PIS Purchase Order”) on or before the Ninth PIS Order End Date; (vii) . viii. If a Purchaser has executed the tenth Ninth PIS Purchase Order on or before the Ninth PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to the [***] remaining Power Island System Systems and shall expire, if at all, on [***] (the “Tenth PIS Order End Date”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Tenth PIS Purchase Order”) on or before the Tenth PIS Order End Date; (viii) . ix. If a Purchaser has executed the eleventh Tenth PIS Purchase Order on or before the Tenth PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to the [***] remaining Power Island System Systems and shall expire, if at all, on [***] (the “Eleventh PIS Order End Date”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Eleventh PIS Purchase Order”) on or before the Eleventh PIS Order End Date; (ix) . x. If a Purchaser has executed the twelfth Eleventh PIS Purchase Order on or before the Eleventh PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to the [***] remaining Power Island System Systems and shall expire, if at all, on [***] (the “Twelfth PIS Order End Date”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Twelfth PIS Purchase Order”) on or before the Twelfth PIS Order End Date; and (x) . xi. If a Purchaser has executed the thirteenth Twelfth PIS Purchase Order on or before the Twelfth PIS Order End Date, the foregoing reservation of manufacturing capacity shall continue with respect to [***] remaining Power Island System and shall expire, if at all, on [***] (the “Final PIS Order End Date”, and together with the Seventh PIS Order End Date, the Eighth PIS Order End Date, the Ninth PIS Order End Date, the Tenth PIS Order End Date, the Eleventh PIS Order End Date and the Twelfth PIS Order End Date, the “Expansion PIS Order End Dates”, and, together with the Fourth PIS Order End Date, the Fifth PIS Order End Date and the Sixth PIS Order End Date, the “PIS Order End Dates”) if a Purchaser has not executed an additional PIS Purchase Order for one (1) Power Island System, which at Purchaser’s election may be comprised of Tranche A and Tranche B (the “Final PIS Purchase Order” and, together with the Seventh PIS Purchase Order, the Eighth PIS Purchase Order, the Ninth PIS Purchase Order, the Tenth PIS Purchase Order, the Eleventh PIS Purchase Order and the Twelfth PIS Purchase Order, the “Expansion PIS Purchase Orders”) on or before the Final PIS Order End Date. xii. BH shall, with respect to each Expansion PIS Purchase Order, be permitted to, at any time during the period commencing twelve (12) months prior to the Expansion PIS Order End Date relating to such Expansion PIS Purchase Order and ending six (6) months prior to such Expansion PIS Order End Date, notify VGLNG in each casewriting that a material and adverse change in market conditions, including any changes in Power Island System design and/or scope necessary to meet design codes and/or standards in a location outside of the United States of America applicable to such Expansion PIS 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 PIS Purchase Order, has occurred and as a direct result thereof Seller’s performance under such Expansion PIS 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 delivery 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 PIS Purchase Order that are necessary to restore their 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 PIS 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 or caused to be reserved manufacturing capacity for such Power Island System, (y) VGLNG, and its subsidiaries and affiliates shall no longer be obligated to utilize BH for the supply of such Power Island Systems System and (z) Section 2.3(b)(iv) shall no longer be applicable with respect to such Power Island System. xiii. Each of BH and VGLNG acknowledges and agrees that a Purchaser shall be entitled to purchase a Power Island System pursuant to a PIS 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 Power Island 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 Power Island System and such Seller will become a party to this Agreement with respect to the relevant Project designated by a Purchaser applicable PIS 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 the Power Island System pursuant to a PIS Purchase Order for installation outside of the United States of America any time prior to the date that is twelve (12) months prior to such PIS Order End Date, and (b) the Purchaser and Seller shall cooperate with each other and discuss amendments and/or updates to the Power Island System Scope of Supply and configuration, the PIS Purchase Price, the delivery schedule, the PIS Transportation Costs and the form of PIS 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 Power Island System in accordance with the relevant non-U.S. jurisdiction. If the Purchaser and Seller have not agreed upon a mutually acceptable Purchase Order for the Power Island System Scope of Supply and configuration, the delivery terms and schedule, the PIS Purchase Price, the PIS Transportation Costs and the form of PIS Purchase Order by the relevant PIS Purchase Order and the delivery schedule set forth in Section 2.2(bEnd Date, then, without affecting BH’s other obligations under this Agreement: (x) (in each case as adjusted for an Alternative Configuration). Notwithstanding Section 2.1(b)(i), VGLNG and BH acknowledge and agree that, subject to Section 2.3(b)(iv), neither VGLNG nor any Purchaser shall be obligated to purchase or pay for, and neither BH nor any other applicable Seller shall have an obligation to cause to be reserved manufacturing capacity for such Power Island System; (y) VGLNG and its subsidiaries and affiliates shall no longer be obligated to sell utilize BH or supply, any other Seller for the manufacturing supply of the such Power Island Systems unless or until a definitive PIS Purchase Order is executed by the System and (z) Section 2.3(b)(iv) shall no longer be applicable Purchaser and the applicable Sellerwith respect to such Power Island System.