Quiet enjoyment

Quiet Enjoyment Agreement means (i) for the duration of the CELSE Charter, a quiet enjoyment agreement executed or to be executed between, or acceded to by, the security agent under the Facility Agreement as mortgagee, the Owner as owner, the Charterer as charterer, the Sub-Charterer as intermediate charterer, CELSE as sub-sub-charterer and the Offshore Collateral Agent, substantially in the indicative form set out in Schedule IV, (ii) for the duration of an Acceptable Replacement Charter, a quiet enjoyment agreement executed or to be executed between any security agent under the Facility Agreement as mortgagee, the Owner as owner, the Charterer as charterer and any sub-charterer(s) under such Acceptable Replacement Charter in form and substance satisfactory to the parties thereto or (iii) at any other time, a quiet enjoyment agreement executed or to be executed between the security agent under the Facility Agreement as mortgagee, the Owner as owner, the Charterer as charterer in form and substance satisfactory to the parties thereto;

This Quiet Enjoyment Agreement (this “Agreement”), dated [●], 201[●] is made and entered into by and among (i) CELSE - Centrais Elétricas de Sergipe S.A., a sociedade anônima duly incorporated in Brazil (together with its successors and permitted assigns, the “Charterer”); (ii) Compass Shipping 23 Corporation Limited, a corporation organized under the laws of the Marshall Islands (together with its successors and permitted assigns, the “Financing Owner”), (iii) Golar Nanook UK Limited, a company duly incorporated in the United Kingdom (together with its successors and permitted assigns, the “Disponent Owner”), (iv) Golar FSRU8 Corporation, a corporation organized under the laws of the Marshall Islands (the “Bareboat Owner”) and (v) Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”), acting as offshore collateral agent on behalf of the Secured Parties (as defined in the Charterer’s Financing Documents) (together with its successors and permitted assigns, the “Collateral Agent”). The Charterer, the Financing Owner, the Disponent Owner, the Collateral Agent and the Bareboat Owner are each a “Party” and together the “Parties”.

If the Owner is unable to procure the execution by the Finance Parties of a Quiet Enjoyment Agreement to CELSE, the Owner will not enter into a Mortgage over the Vessel with such Finance Party but will be entitled to assign this Charter and the Security Documents and the Charterer undertakes to negotiate and will use reasonable endeavours to procure, but with no absolute obligation on the Charterer to procure, that CELSE and the Offshore Collateral Agent will negotiate with the Owner and the Finance Parties in respect of any amendments to the Quiet Enjoyment Agreement reasonably required by the Finance Parties.

Section 4.1. Quiet Enjoyment. FHLBank hereby covenants and agrees that it will not take any action, other than pursuant to Article V, VII or VIII of this Base Lease Agreement, to prevent the Issuer from having quiet and peaceable possession and enjoyment of the Project during the Lease Term and will, at the request of the Issuer, and at the expense of FHLBank, cooperate with the Issuer in order that the Issuer may have quiet and peaceable possession and enjoyment of the Project and will defend the Issuer’s enjoyment thereof against all parties.

(d) Except as otherwise expressly provided in the Lease or the event violates Lessor’s covenant of quiet enjoyment, Lessee waives all rights now or hereafter conferred by law (i) to quit, terminate or surrender this Lease or the demised premises or any part thereof or (ii) to any abatement, suspension, deferment or reduction of the rent, or any other sums payable hereunder to or on behalf of Lessor, regardless of whether such rights shall arise from any present or future constitution, statute or rule of law.

(c) The obligations of Lessee hereunder shall be separate and independent covenants and agreements. Lessee covenants and agrees that it will remain obligated under this Lease in accordance with its terms, and that, unless the event violates Lessor’s covenant of quiet enjoyment, Lessee will not take any action to terminate, rescind or avoid this Lease, notwithstanding the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Lessor or any assignee of Lessor in any such proceeding and notwithstanding any action with respect to this Lease which may be taken by any trustee or receiver of Lessor or of any assignee of Lessor in any such proceeding or by any court in any such proceeding.

(b) Except as otherwise expressly provided in the Lease, this Lease shall not terminate, nor shall Lessee have any right to terminate this Lease or be entitled to the abatement of any rent or any reduction thereof, nor shall the obligations hereunder of Lessee be otherwise affected, by reason of any damage to or destruction of all or any part of the Premises from whatever cause, the taking of the Premises or any portion thereof by condemnation or otherwise, the prohibition, limitation or restriction of Lessee’s use of the Premises which does not arise by or through Lessor, any default on the part of Lessor which does not violate Lessor’s covenant of quiet enjoyment, any latent or other defect in any of the Premises, the breach of any warranty of any seller or manufacturer of any of the Improvements or Severable Property, any violation of any provision of this Lease by Lessor which does not violate Lessor’s covenant of quiet enjoyment, the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up of, or other proceeding affecting Lessor which does not violate Lessor’s covenant of quiet enjoyment, the exercise of any remedy, including foreclosure, under any mortgage or collateral assignment, any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Lessor, any trustee, receiver or liquidator of Lessor or any court under the Federal Bankruptcy Code or otherwise which does not violate Lessor’s covenant of quiet enjoyment, and market or economic changes (so long as those changes do not violate Lessor’s covenant of quiet enjoyment), or unlawful interference with such use by any private person or corporation unrelated to Lessor, or for any other cause whether similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, it being the intention of the parties hereto that the rent and all other charges payable hereunder to or on behalf of Lessor shall continue to be payable in all events and the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall be terminated pursuant to an express provision of this Lease or which event violates Lessor’s covenant of quiet enjoyment.

Section 9.04 Separability; Binding Effect; Governing Law. Each provision hereof shall be separate and independent, and the breach of any provision by Lessor shall not discharge or relieve Lessee from any of its obligations hereunder unless Lessor’s breach causes a violation of Lessor’s covenant of quiet enjoyment. Each provision hereof shall be valid and shall be enforceable to the extent not prohibited by law. If any provision hereof or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby.