Common use of Seller’s Delivery Obligation Clause in Contracts

Seller’s Delivery Obligation. 5.6.1 During any Contract Year, Seller shall make available to Buyer the Scheduled Cargo Quantity with respect to each cargo scheduled in the ADP for such Contract Year, less; (a) any quantities of LNG not taken by Buyer for any reasons attributable to Buyer (other than quantities for which Buyer is excused pursuant to this Agreement from taking due to Seller’s breach of this Agreement), including quantities not taken by Buyer due to Force Majeure affecting Buyer; (b) any quantities of LNG not made available by Seller due to Force Majeure affecting Seller or Upstream FM (other than quantities of LNG that Buyer elects to take on a Hxxxx Hub basis pursuant to Section 14.3.4); and (c) any cargo suspended pursuant to Section 19.1.1. 5.6.2 Except as otherwise excused in accordance with the provisions of this Agreement, if, during any Contract Year, for any reason other than those specified in Section 5.6.1, Seller does not make available the Scheduled Cargo Quantity with respect to any cargo identified in Section 5.6.1 then the amount by which the Scheduled Cargo Quantity for such cargo exceeds the quantity of LNG made available by Seller in relation to such cargo shall be the “Cargo DoP Quantity”. Seller shall pay to Buyer for the Cargo DoP Quantity in an amount equal to: (a) in respect of any Cargo DoP Quantity or portion thereof for which a replacement quantity can be purchased: (i) an amount equal to the actual, documented amount paid by Buyer for the purchase of a replacement quantity of LNG or Gas (not to exceed the MMBtu equivalent of the Cargo DoP Quantity); less (ii) an amount equal to the CSP, multiplied by the Cargo DoP Quantity; plus (iii) any actual, reasonable and verifiable incremental costs incurred by Buyer as a result of such failure; less (iv) any actual, reasonable and verifiable savings obtained by Buyer as a result of such failure; plus (b) in respect of any Cargo DoP Quantity or portion thereof for which a replacement quantity cannot be purchased, any actual, reasonable and verifiable costs incurred by Buyer by adjusting, reducing, or terminating its resale arrangements in respect of such LNG, including any capacity reservation and transportation costs; (the “Cargo DoP Payment”); provided, however, that the Cargo DoP Payment shall not exceed an amount equal to [***] percent ([***]%) of the CSP, multiplied by the Cargo DoP Quantity. 5.6.3 Notwithstanding the foregoing, if the Cargo DoP Quantity is within the operational tolerance of two percent (2%) of the Scheduled Cargo Quantity (“Operational Tolerance”) (such Operational Tolerance to be exercised by Seller only with respect to operational matters regarding the Driftwood LNG Terminal, and without regard to commercial considerations), the Cargo DoP Payment shall be USD [***] (US$[***]). 5.6.4 Buyer shall use reasonable efforts to mitigate Seller’s losses in accordance with this Section 5.6. 5.6.5 Any payment that Seller makes under this Section 5.6 shall not be treated as an indirect, incidental, consequential, punitive or exemplary loss or a loss of income or profits for purposes of Section 15.2.1. 5.6.6 In the event the ability of the Driftwood LNG Terminal to make available LNG is impaired due to an unscheduled services interruption that does not constitute Force Majeure, Seller shall comply with the Foundation Customer Priority in allocating the LNG that is made available at the Driftwood LNG Terminal. 5.6.7 Seller shall not contract for a new transaction to resell the in-tank Cargo DoP Quantity; provided, however, that the foregoing shall not restrict Seller from selling any LNG to any Driftwood LNG Terminal buyer in accordance with a delivery schedule in-effect at the time of the Delivery Window for the Cargo DoP Quantity.

Seller’s Delivery Obligation. 5.6.1 During any Contract Year, Seller shall make available to Buyer the Scheduled Cargo Quantity with respect to each cargo in the AACQ and scheduled in the ADP for such Contract Year, less; (a) any quantities of LNG not taken by Buyer for any reasons reason attributable to Buyer (other than quantities for which Buyer is excused pursuant to this Agreement from taking due to Seller’s breach of this Agreement), including quantities not taken by Buyer due to or for reason of Force Majeure affecting Buyer; (b) any quantities of LNG for which Buyer has provided a notice of suspension pursuant to Section 5.7; and (c) quantities of LNG not made available by Seller due to Force Majeure affecting Seller or Upstream FM (other than quantities of LNG that Buyer elects to take on a Hxxxx Hub basis pursuant to Section 14.3.4); and (c) any cargo suspended pursuant to Section 19.1.1Majeure. 5.6.2 Except as otherwise excused in accordance with the provisions of this Agreement, if, during any Contract Year, for any reason other than those specified in Section 5.6.1, Seller does not make available the Scheduled Cargo Quantity with respect to any cargo identified in Section 5.6.1 then the amount by which the Scheduled Cargo Quantity for such cargo exceeds the quantity of LNG made available by Seller in relation to such cargo shall be the “Cargo DoP Quantity”. Seller shall pay make a payment to Buyer for each MMBtu of the Cargo DoP Quantity in an amount equal to: : (a) in respect of any Cargo DoP Quantity or portion thereof for which a replacement quantity can be purchased: (i) an amount equal to the actual, documented amount paid price incurred by Buyer for the purchase of a replacement quantity of LNG or Gas (not to exceed the MMBtu equivalent of the Cargo DoP Quantity); less (ii) an amount equal to the CSP, multiplied by the Cargo DoP Quantity; plus (iii) any actualor, reasonable and verifiable incremental costs incurred by Buyer as a result of such failure; less (iv) any actual, reasonable and verifiable savings obtained by Buyer as a result of such failure; plus (b) in respect of any Cargo DoP Quantity or portion thereof for which a replacement quantity of LNG or Gas cannot be purchased, the market price of LNG at such time at the cargo’s originally scheduled destination; less (b) the CSP; plus (c) any actual, reasonable reasonable, and verifiable costs (if any), incurred by Buyer due to such failure, including costs associated with transportation; plus (d) any actual, verifiable costs incurred by Buyer by adjusting, reducing, or terminating its resale arrangements in respect of such LNGidling the LNG Tanker scheduled to load the Cargo DoP Quantity; less (e) actual, including any capacity reservation reasonable, and transportation costs; verifiable cost savings realized by Buyer due to Seller’s failure to make the Scheduled Cargo Quantity available (the “Cargo DoP Payment”); provided, however, that . For purposes of calculating the Cargo DoP Payment Payment, CSP shall not exceed an amount equal to [***] percent ([***]%) be determined as of the CSP, multiplied by Month in which the Cargo DoP Quantityapplicable Delivery Window begins. 5.6.3 Notwithstanding the foregoing, if the Cargo DoP Quantity is within the operational tolerance of two percent (2%) of the Scheduled Cargo Quantity (“Operational Tolerance”) Tolerance (such Operational Tolerance to be exercised by Seller only with respect to operational matters regarding the Driftwood LNG TerminalCorpus Christi Facility, and without regard to Gas markets or other commercial considerations), the Cargo DoP Payment shall be zero USD [***] (US$[***]0.00). 5.6.4 Buyer shall use reasonable efforts to mitigate Seller’s losses in accordance with liability to make any payments pursuant to this Section 5.6. 5.6.5 Any payment that Seller makes under this Section 5.6 shall not be treated as an indirect, incidental, consequential, punitive or exemplary loss or a loss of income or profits for purposes of Section 15.2.1. 5.6.6 In the event the ability of the Driftwood LNG Terminal Corpus Christi Facility to make available produce and deliver LNG is impaired due to an unscheduled services interruption that does not constitute Force Majeure, then during such event of interruption, Seller shall comply with the Foundation Customer Priority in allocating the LNG that is made available at from the Driftwood LNG TerminalCorpus Christi Facility. 5.6.7 Seller shall not contract for a new transaction to resell the in-tank Cargo DoP Quantity; provided, however, that the foregoing shall not restrict Seller from selling any LNG to any Driftwood LNG Terminal buyer in accordance with a delivery schedule in-effect at the time of the Delivery Window for the Cargo DoP Quantity.

Seller’s Delivery Obligation. 5.6.1 During any Contract Year, Seller shall make available to Buyer the Scheduled Cargo Quantity with respect to each cargo scheduled in the ADP for such Contract Year, less; (a) any quantities of LNG not taken by Buyer for any reasons attributable to Buyer (other than quantities for which Buyer is excused pursuant to this Agreement from taking due to Seller’s breach of this Agreement), including quantities not taken by Buyer due to Force Majeure affecting Buyer; (b) any quantities of LNG not made available by Seller due to Force Majeure affecting Seller or Upstream FM (other than quantities of LNG that Buyer elects to take on a Hxxxx Hub basis pursuant to Section 14.3.4)Seller; and (c) any cargo suspended pursuant to Section 19.1.119.1. 5.6.2 Except as otherwise excused in accordance with the provisions of this Agreement, if, during any Contract Year, for any reason other than those specified in Section 5.6.1, Seller does not make available the Scheduled Cargo Quantity with respect to any cargo identified in Section 5.6.1 then the amount by which the Scheduled Cargo Quantity for such cargo exceeds the quantity of LNG made available by Seller in relation to such cargo shall be the “Cargo DoP Quantity”. Seller shall pay make a payment to Buyer for the Cargo DoP Quantity in an amount equal to: (a) in respect of any Cargo DoP Quantity or portion thereof for which a replacement quantity can be purchased: (i) an amount equal to the actual, documented amount paid by Buyer for the purchase of a replacement quantity of LNG or Gas (not to exceed the MMBtu equivalent of the Cargo DoP Quantity); less (ii) an amount equal to the CSP, multiplied by the Cargo DoP Quantity; plus (iii) any actual, reasonable and verifiable incremental costs incurred by Buyer as a result of such failure; less (iv) any actual, reasonable and verifiable savings obtained by Buyer as a result of such failure; plus (b) in respect of any Cargo DoP Quantity or portion thereof for which a replacement quantity cannot be purchased, any actual, reasonable and verifiable costs incurred by Buyer by adjusting, reducing, or terminating its resale arrangements in respect of such LNG, including any capacity reservation and transportation costs; (the “Cargo DoP Payment”); provided, however, that the Cargo DoP Payment shall not exceed an amount equal to [***] one hundred percent ([***]100%) of the CSP, multiplied by the Cargo DoP Quantity. For purposes of calculating the Cargo DoP Payment, the CSP shall be determined as of the Month in which the applicable Delivery Window begins. 5.6.3 Notwithstanding the foregoing, if the Cargo DoP Quantity is within the operational tolerance of two three percent (23%) of the Scheduled Cargo Quantity (“Operational Tolerance”) (such Operational Tolerance to be exercised by Seller only with respect to operational matters regarding the Driftwood LNG Terminal, and without regard to commercial considerations), the Cargo DoP Payment shall be USD [***] (US$[***])zero. 5.6.4 Buyer shall use reasonable efforts to mitigate Seller’s losses in accordance with this Section 5.6. 5.6.5 Any payment that Seller makes under Notwithstanding the provisions of Section 15, nothing in this Section 5.6 shall not be treated as an indirect, incidental, consequential, punitive or exemplary loss or a loss limit Buyer’s right to: (a) recover demurrage pursuant to Section 7.12.3 and amounts in respect of income or profits boil-off pursuant to Section 7.12.4; (b) recover damages specified in Section 12.3 for purposes delivery of Section 15.2.1.Off-Spec LNG; or 5.6.6 In the event the ability of the Driftwood LNG Terminal to make available LNG is impaired due to an unscheduled services interruption that does not constitute Force Majeure, Seller shall comply with the Foundation Customer Priority in allocating the LNG that is made available at the Driftwood LNG Terminal. 5.6.7 Seller shall not contract for a new transaction to resell the in-tank Cargo DoP Quantity; provided, however, that the foregoing shall not restrict Seller from selling any LNG to any Driftwood LNG Terminal buyer (c) terminate this Agreement in accordance with a delivery schedule in-effect at the time of the Delivery Window for the Cargo DoP QuantitySection 19.

Seller’s Delivery Obligation. 5.6.1 During 5.8.1. Except with respect to any Accepted Excess Quantity described in Section 5.13.2 during any Commercial Operations Period, Seller shall make available, or pay the amounts set forth in Sections 5.8.5 and 5.8.7 if not made available in accordance with Exhibit A (Pricing), the quantity of LNG (in MMBtus) equal to (x) during any Contract Year, Seller shall make available to Buyer the Scheduled Cargo AACQ, Accepted Make-Up Quantity, and Accepted Make-Good Quantity; and (y) during the Restoration Period, any FM Restoration Quantity, Accepted Make-Up Quantity, Accepted Make-Good Quantity with respect to and Accepted DoP Quantity, as applicable, in each cargo case as scheduled in the ADP for such Contract YearADP, less;: (a) any quantities of LNG not taken by Buyer for any reasons attributable to Buyer (other than quantities for which Buyer is excused pursuant to this Agreement from taking due to Seller’s breach of this Agreement), including ; (b) any quantities of LNG not taken by Buyer due to Force Majeure affecting BuyerMajeure; (bc) any quantities of LNG not made available by Seller due to Force Majeure affecting Seller or Upstream FM (other than quantities of LNG that Buyer elects to take on a Hxxxx Hub basis pursuant to Section 14.3.4); and (c) any cargo suspended pursuant to Section 19.1.1. 5.6.2 Except as otherwise excused in accordance with the provisions of this Agreement, if, during ; (d) any Contract Year, for any reason other than those specified in Section 5.6.1, Seller does not make available the Scheduled Cargo Quantity quantities of LNG with respect to which Buyer has exercised its Cancellation Right pursuant to Section 5.7.1; (e) any cargo identified in Operational Tolerance exercised by Seller pursuant to Section 5.6.1 then the amount by which the Scheduled Cargo 5.8.11, provided that Seller is entitled to claim an Operational Tolerance pursuant to Section 5.8.11; and (f) any Container Shortfall Quantity for such cargo exceeds the quantity as determined pursuant to Section 5.8.2(a), excluding quantities of LNG set out in the foregoing that are subsequently rescheduled pursuant to Section 8.4 or Section 15.5.2 and made available by Seller in relation to during such cargo shall be the “Cargo DoP Quantity”. Seller shall pay to Buyer for the Cargo DoP Quantity in an amount equal to: (a) in respect of any Cargo DoP Quantity or portion thereof for which a replacement quantity can be purchased: (i) an amount equal to the actual, documented amount paid by Buyer for the purchase of a replacement quantity of LNG or Gas (not to exceed the MMBtu equivalent of the Cargo DoP Quantity); less (ii) an amount equal to the CSP, multiplied by the Cargo DoP Quantity; plus (iii) any actual, reasonable and verifiable incremental costs incurred by Buyer as a result of such failure; less (iv) any actual, reasonable and verifiable savings obtained by Buyer as a result of such failure; plus (b) in respect of any Cargo DoP Quantity or portion thereof for which a replacement quantity cannot be purchased, any actual, reasonable and verifiable costs incurred by Buyer by adjusting, reducing, or terminating its resale arrangements in respect of such LNG, including any capacity reservation and transportation costs; Commercial Operations Period (the “Cargo Annual LNG DoP PaymentObligation”); provided, however, that the Cargo DoP Payment shall not exceed an amount equal to [***] percent ([***]%) of the CSP, multiplied by the Cargo DoP Quantity. 5.6.3 Notwithstanding the foregoing, if the Cargo DoP Quantity is within the operational tolerance of two percent (2%) of the Scheduled Cargo Quantity (“Operational Tolerance”) (such Operational Tolerance to be exercised by Seller only with respect to operational matters regarding the Driftwood LNG Terminal, and without regard to commercial considerations), the Cargo DoP Payment shall be USD [***] (US$[***]). 5.6.4 Buyer shall use reasonable efforts to mitigate Seller’s losses in accordance with this Section 5.6. 5.6.5 Any payment that Seller makes under this Section 5.6 shall not be treated as an indirect, incidental, consequential, punitive or exemplary loss or a loss of income or profits for purposes of Section 15.2.1. 5.6.6 In the event the ability of the Driftwood LNG Terminal to make available LNG is impaired due to an unscheduled services interruption that does not constitute Force Majeure, Seller shall comply with the Foundation Customer Priority in allocating the LNG that is made available at the Driftwood LNG Terminal. 5.6.7 Seller shall not contract for a new transaction to resell the in-tank Cargo DoP Quantity; provided, however, that the foregoing shall not restrict Seller from selling any LNG to any Driftwood LNG Terminal buyer in accordance with a delivery schedule in-effect at the time of the Delivery Window for the Cargo DoP Quantity.

Seller’s Delivery Obligation. 5.6.1 During any Contract Year, Seller shall make available to Buyer the Scheduled Cargo Quantity with respect to each cargo scheduled in the ADP for such Contract Year, less; (a) any quantities of LNG not taken by Buyer for any reasons attributable to Buyer (other than quantities for which Buyer is excused pursuant to this Agreement from taking due to Seller’s breach of this Agreement), including quantities not taken by Buyer due to Force Majeure affecting Buyer; (b) any quantities of LNG not made available by Seller due to Force Majeure affecting Seller or Upstream FM Seller; (other than c) any quantities of LNG that for which Buyer elects to take on has provided a Hxxxx Hub basis notice of suspension pursuant to Section 14.3.4)5.8; and (cd) any cargo suspended pursuant to Section 19.1.119.1. 5.6.2 Except as otherwise excused in accordance with the provisions of this Agreement, if, during any Contract Year, for any reason other than those specified in Section 5.6.1, Seller does not make available the Scheduled Cargo Quantity with respect to any cargo identified in Section 5.6.1 then the amount by which the Scheduled Cargo Quantity for such cargo exceeds the quantity of LNG made available by Seller in relation to such cargo shall be the “Cargo DoP Quantity”. Seller shall pay make a payment to Buyer for the Cargo DoP Quantity in an amount equal to: (a) in respect of any Cargo DoP Quantity or portion thereof for which a replacement quantity can be purchased: (i) an amount equal to the actual, documented amount paid by Buyer for the purchase of a replacement quantity of LNG or Gas (not to exceed the MMBtu equivalent of the Cargo DoP Quantity), or, in respect of any Cargo DoP Quantity for which a replacement quantity has not been purchased by Buyer (Buyer having used commercially reasonable efforts to so purchase), the market price of LNG at such time at the cargo’s most recently documented destination, multiplied by the Cargo DoP Quantity; less (iib) an amount equal to to, initially, the CSPProvisional Transfer Price for purposes of a Provisional Invoice, and thereafter the Final Transfer Price upon the determination thereof for purposes of the Final Invoice (in accordance with Section 10.1.3), multiplied by the Cargo DoP Quantity; plus (iiic) any actual, reasonable and verifiable incremental costs incurred by Buyer as a result of such failure; less (ivd) any actual, reasonable and verifiable savings obtained by Buyer as a result of such failure; plus (b) in respect of any Cargo DoP Quantity or portion thereof for which a replacement quantity cannot be purchased, any actual, reasonable and verifiable costs incurred by Buyer by adjusting, reducing, or terminating its resale arrangements in respect of such LNG, including any capacity reservation and transportation costs; (the “Cargo DoP Payment”); provided, however, that the Cargo DoP Payment shall not exceed an amount equal to [***] one hundred percent ([***]100%) of, initially, the Provisional Transfer Price for purposes of a Provisional Invoice, and thereafter the Final Transfer Price upon the determination thereof for purposes of the CSPFinal Invoice (in accordance with Section 10.1.3), multiplied by the Cargo DoP Quantity. For purposes of calculating the Cargo DoP Payment, (i) the Provisional Transfer Price and Final Transfer Price shall be determined as of the Month in which the applicable Delivery Window begins, and (ii) if the Provisional Transfer Price is not available at the time Buyer is otherwise ready to issue the Provisional Invoice for the Cargo DoP Payment, then the most recently invoiced Provisional Transfer Price for any purpose under this Agreement shall be deemed to be the Provisional Transfer Price for purposes of such Provisional Invoice. 5.6.3 Notwithstanding the foregoing, if the Cargo DoP Quantity is within the operational tolerance of two three percent (23%) of the Scheduled Cargo Quantity (“Operational Tolerance”) (such Operational Tolerance to be exercised by Seller only with respect to operational matters regarding the Driftwood LNG Terminal, and without regard to commercial considerations), the Cargo DoP Payment shall be USD [***] (US$[***])zero. 5.6.4 Buyer shall use reasonable efforts to mitigate Seller’s losses in accordance with this Section 5.6. 5.6.5 Any payment that Seller makes under Notwithstanding the provisions of Section 15, nothing in this Section 5.6 shall not be treated as an indirect, incidental, consequential, punitive or exemplary loss or a loss limit Buyer’s right to: (a) recover demurrage pursuant to Section 7.12.3 and amounts in respect of income or profits boil-off pursuant to Section 7.12.4; (b) recover damages specified in Section 12.3 for purposes delivery of Section 15.2.1.Off-Spec LNG; or 5.6.6 In the event the ability of the Driftwood LNG Terminal to make available LNG is impaired due to an unscheduled services interruption that does not constitute Force Majeure, Seller shall comply with the Foundation Customer Priority in allocating the LNG that is made available at the Driftwood LNG Terminal. 5.6.7 Seller shall not contract for a new transaction to resell the in-tank Cargo DoP Quantity; provided, however, that the foregoing shall not restrict Seller from selling any LNG to any Driftwood LNG Terminal buyer (c) terminate this Agreement in accordance with a delivery schedule in-effect at the time of the Delivery Window for the Cargo DoP QuantitySection 19.

Seller’s Delivery Obligation. 5.6.1 During any Contract Year, Seller shall make available to Buyer the Scheduled Cargo Quantity with respect to each LNG cargo scheduled in the ADP for such Contract Year, less; (a) any quantities of LNG not taken by Buyer for any reasons attributable to Buyer (other than quantities for which Buyer is excused pursuant to this Agreement from taking due to Seller’s breach of this Agreement), including quantities not taken by Buyer due to Force Majeure affecting Buyer; (b) any quantities of LNG not made available by Seller due to Force Majeure affecting Seller or Upstream FM (other than quantities of LNG that Buyer elects to take on a Hxxxx Hub an HH basis pursuant to Section 14.3.4‎14.3.4); and (c) any LNG cargo suspended pursuant to Section 19.1.1‎19.1.1. 5.6.2 Except as otherwise excused in accordance with the provisions of this Agreement, if, during any Contract Year, for any reason other than those specified in Section 5.6.1‎5.6.1, Seller does not make available the Scheduled Cargo Quantity with respect to any LNG cargo identified in Section 5.6.1 ‎5.6.1 then the amount by which the Scheduled Cargo Quantity for such LNG cargo exceeds the quantity of LNG made available by Seller in relation to such LNG cargo shall be the “Cargo DoP Quantity”. Seller shall pay to Buyer for the Cargo DoP Quantity in an amount equal to: (a) in respect of any Cargo DoP Quantity or portion thereof for which a replacement quantity can be purchased: (i) an amount equal to the actual, documented amount paid by Buyer for the purchase of a replacement quantity of LNG or Gas (not to exceed the MMBtu equivalent of the Cargo DoP Quantity); less (ii) an amount equal to the CSP, multiplied by the Cargo DoP Quantity; plus (iii) any actual, reasonable and verifiable incremental costs incurred by Buyer as a result of such failure; less (iv) any actual, reasonable and verifiable savings obtained by Buyer as a result of such failure; plus (b) in respect of any Cargo DoP Quantity or portion thereof for which a replacement quantity cannot be purchased, any actual, reasonable and verifiable costs incurred by Buyer by adjusting, reducing, or terminating its resale arrangements in respect of such LNG, including any capacity reservation and transportation costs; (the “Cargo DoP Payment”); provided, however, that the Cargo DoP Payment shall not exceed an amount equal to [***] percent ([***]%) of the CSP, multiplied by the Cargo DoP Quantity. 5.6.3 Notwithstanding the foregoing, if the Cargo DoP Quantity is within the operational tolerance of two percent (2%) of the Scheduled Cargo Quantity (“Operational Tolerance”) (such Operational Tolerance to be exercised by Seller only with respect to operational matters regarding the Driftwood LNG Terminal, and without regard to commercial considerations), the Cargo DoP Payment shall be USD [***] (US$[***]). 5.6.4 Buyer shall use reasonable efforts to mitigate Seller’s losses Losses in accordance with this Section 5.6‎5.6. 5.6.5 Any payment that Seller makes under this Section 5.6 ‎5.6 shall not be treated as an indirect, incidental, consequential, punitive consequential or exemplary loss for purposes of Section ‎15.2.1(a) or a loss of income or profits for purposes of Section 15.2.1‎15.2.1(b). 5.6.6 If as a result of Seller’s failure to make available the Scheduled Cargo Quantity, a partial LNG cargo is made available to Buyer, and the master of the relevant LNG Tanker reasonably deems the loading of such quantity unsafe for loading and/or transporting to the relevant Discharge Terminal, then Buyer may reject such quantity and such quantity shall be added to the Cargo DoP Quantity. 5.6.7 In the event the ability of the Driftwood LNG Terminal to make available LNG is impaired due to an unscheduled services interruption that does not constitute Force Majeure, Seller shall comply with the Foundation Customer Priority in allocating the LNG that is made available at the Driftwood LNG Terminal. 5.6.7 Seller shall not contract for a new transaction to resell . For the in-tank Cargo DoP Quantity; providedavoidance of doubt, however, that Seller’s allocation of LNG made available at the foregoing shall not restrict Seller from selling any LNG to any Driftwood LNG Terminal buyer in accordance with a delivery schedule in-effect at the time of the Delivery Window this Section ‎5.6.7 shall not excuse Seller from liability for the any Cargo DoP Quantity.

Seller’s Delivery Obligation. 5.6.1 During any Contract Year, Seller shall make available to Buyer the Scheduled Cargo Quantity with respect to each cargo scheduled in the ADP for such Contract Year, less; (a) any quantities of LNG not taken by Buyer for any reasons attributable to Buyer (other than quantities for which Buyer is excused pursuant to this Agreement from taking due to Seller’s breach of this Agreement), including quantities not taken by Buyer due to Force Majeure affecting Buyer; (b) any quantities of LNG not made available by Seller due to Force Majeure affecting Seller or Upstream FM (other than quantities of LNG that Buyer elects to take on a Hxxxx Hub basis pursuant to Section 14.3.4)FM; and (c) any cargo suspended pursuant to Section 19.1.1‎19.1. 5.6.2 Except as otherwise excused in accordance with the provisions of this Agreement, if, during any Contract Year, for any reason other than those specified in Section 5.6.1‎5.6.1, Seller does not make available the Scheduled Cargo Quantity with respect to any cargo identified in Section 5.6.1 ‎5.6.1 then the amount by which the Scheduled Cargo Quantity for such cargo exceeds the quantity of LNG made available by Seller in relation to such cargo shall be the “Cargo DoP Quantity”. Seller shall pay to Buyer for the Cargo DoP Quantity in an amount equal to: (a) in respect of any Cargo DoP Quantity or portion thereof for which a replacement quantity can be purchased: (i) an amount equal to the actual, documented amount paid costs incurred by Buyer for the purchase of a replacement quantity of LNG or Gas (not to exceed the MMBtu equivalent of the Cargo DoP Quantity); less (ii) an amount equal to the applicable CSP, multiplied by the Cargo DoP Quantity; plus (iii) any actual, reasonable and verifiable incremental costs incurred by Buyer as a result of such failure; less (iv) any actual, reasonable and verifiable savings obtained by Buyer as a result of such failure; plus (b) in respect of any Cargo DoP Quantity or portion thereof for which a replacement quantity cannot be purchased, any actual, reasonable and verifiable costs incurred by Buyer by adjusting, reducing, or terminating its resale arrangements in respect of such LNG, including any capacity reservation and transportation costs; (the “Cargo DoP Payment”); provided, however, that the Cargo DoP Payment shall not exceed an amount equal to [***] percent ([***]%) of the CSP, multiplied by the Cargo DoP Quantity. 5.6.3 Notwithstanding the foregoing, if the Cargo DoP Quantity is within the operational tolerance of two percent (2%) of the Scheduled Cargo Quantity (“Operational Tolerance”) (such Operational Tolerance to be exercised by Seller only with respect to operational matters regarding the Driftwood LNG Terminal, and without regard to commercial considerations), the Cargo DoP Payment shall be USD [***] zero (US$[***]0.00). 5.6.4 Buyer shall use reasonable efforts to mitigate Seller’s losses in accordance with this Section 5.6‎5.6. 5.6.5 Any payment that Seller makes under this Section 5.6 ‎5.6 shall not be treated as an indirect, incidental, consequential, punitive consequential or exemplary loss or a loss of income or profits for purposes of Section 15.2.1‎15.2.1. 5.6.6 In the event the ability of the Driftwood LNG Terminal to make available LNG is impaired due to an unscheduled services interruption that does not constitute Force Majeure, Seller shall comply with the Foundation Customer Priority in allocating the LNG that is made available at the Driftwood LNG Terminal. 5.6.7 Seller shall not contract for a new transaction to resell the in-tank Cargo DoP Quantity; provided, however, that the foregoing shall not restrict Seller from selling any LNG to any Driftwood LNG Terminal buyer in accordance with a delivery schedule in-effect at the time of the Delivery Window for the Cargo DoP Quantity.