FOR THE AVOIDANCE OF DOUBT, "UNREASONABLY WITHHELD," AS USED IN
THIS SECTION 11.7, MEANS THAT OWNER CANNOT FAIL TO ACCEPT THE FINAL COMPLETION
CERTIFICATE IF ALL THE REQUIREMENTS UNDER THIS AGREEMENT FOR THE ACHIEVEMENT OF
FINAL COMPLETION HAVE BEEN ACHIEVED.
11.8
OPERATIONS ACTIVITIES.
A.
OPERATION BY CONTRACTOR.
PRIOR TO
SUBSTANTIAL COMPLETION AND AFTER RFCD, TO THE EXTENT CONTRACTOR HAS CARE,
CUSTODY AND CONTROL OF THE FACILITY, CONTRACTOR SHALL, TO THE EXTENT REASONABLY
POSSIBLE, OPERATE THE FACILITY IN ACCORDANCE WITH OWNER'S REASONABLE
INSTRUCTIONS AND ALL PERMITS, INCLUDING THE PERFORMANCE OF ACTIVITIES IN
CONNECTION WITH (I) THE BERTHING OF LNG TANKERS; (II) THE NOMINATION AND
DELIVERY OF NATURAL GAS TO DELIVERY POINTS DESIGNATED BY OWNER; AND (III) SUCH
OTHER ACTIVITIES AS REASONABLY REQUESTED (EACH, AN "OPERATIONS ACTIVITY" AND,
COLLECTIVELY, THE "OPERATIONS ACTIVITIES").
CONTRACTOR SHALL NOT HAVE THE
OBLIGATION TO FOLLOW OWNER'S INSTRUCTIONS FOR ANY OPERATIONS ACTIVITY IF SUCH
OPERATIONS ACTIVITY IN CONTRACTOR'S REASONABLE OPINION HAS MORE THAN A MINIMAL
IMPACT ON CONTRACTOR'S COST OF PERFORMANCE OF THE WORK OR CONTRACTOR'S ABILITY
TO PERFORM THE WORK IN ACCORDANCE WITH THE PROJECT SCHEDULE OR CONTRACTOR'S
ABILITY TO PERFORM ANY OTHER OBLIGATION UNDER THIS AGREEMENT, THE INTENT OF THIS
SECTION 11.8A BEING THAT CONTRACTOR'S PERFORMANCE OF THE WORK SHALL HAVE
PRIORITY OVER THE OPERATION OF THE FACILITY; PROVIDED, HOWEVER, NOTWITHSTANDING
THE FOREGOING, OWNER SHALL BE ENTITLED TO DIRECT CONTRACTOR TO STOP, OR CAUSE TO
BE STOPPED, ALL OR ANY PORTION OF THE WORK IF THE CONTINUANCE OF SUCH WORK
WOULD, IN OWNER'S REASONABLE OPINION, BE UNSAFE OR CAUSE DAMAGE TO THE PROJECT
OR THE FACILITY.
WITHIN TWELVE (12) HOURS OF RECEIPT OF OWNER'S INSTRUCTIONS
REGARDING SUCH OPERATIONS ACTIVITY, CONTRACTOR SHALL PROVIDE NOTICE TO OWNER
INFORMING OWNER WHETHER IT CAN COMPLY WITH OWNER'S INSTRUCTIONS AND THE REASON
IF IT CANNOT SO COMPLY.
CONTRACTOR'S PERFORMANCE OF THE OPERATIONS ACTIVITIES
SHALL NOT IN ANY WAY RELEASE CONTRACTOR OR ANY SURETY OF CONTRACTOR FROM ANY
OBLIGATIONS OR LIABILITIES PURSUANT TO THIS AGREEMENT.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY IN THIS SECTION 11.8A, ANY RESTRICTIONS CONCERNING OPERATIONS
ACTIVITY SHALL NOT APPLY TO THE RECEIPT OF ANY LNG WHICH IS REQUIRED TO BE
DELIVERED BY OWNER AS A CONDITION OF ACHIEVING COOL DOWN OF THE FACILITY OR THE
PERFORMANCE TESTING OF THE FACILITY, OR THE CONSEQUENT GASIFICATION AND SENDOUT
OF ANY SUCH LNG.
B.
OPERATION BY OWNER.
UPON OWNER'S
ELECTION TO TAKE CARE, CUSTODY AND CONTROL OF THE FACILITY IN ACCORDANCE WITH
SECTION 11.5, OWNER HAS THE RIGHT TO OPERATE THE FACILITY.
OWNER SHALL BEAR THE
RISK OF PHYSICAL LOSS AND DAMAGE TO THE WORK AND THE
69
FACILITY AS PROVIDED IN ARTICLE 8.
11.9
SCHEDULE BONUS. IN THE EVENT CONTRACTOR ACHIEVES
TARGET COMPLETION ON OR BEFORE THE TARGET BONUS DATE, CONTRACTOR SHALL EARN A
SCHEDULE BONUS IN THE AMOUNT OF TWELVE MILLION U.S. DOLLARS (U.S.$12,000,000)
(THE "SCHEDULE BONUS").
IF TARGET COMPLETION IS NOT ACHIEVED ON OR BEFORE THE
TARGET BONUS DATE, THE AMOUNT OF SUCH SCHEDULE BONUS PAYABLE TO CONTRACTOR SHALL
BE DECREASED BY AN AMOUNT OF THREE HUNDRED THOUSAND