EPC Template

This EPC contract contemplates that a single contractor will be responsible for the entire project -- from design through construction and testing. If the project developer desires to have the same firm also operate the facility in commercial operation, the contractor could be designated the operator and a separate contract e ecuted, although that arrangement is not re!uired by the language of the EPC contract.

Engineering, Procurement and Construction Agreement

This Engineering, Procurement and Construction Agreement (the Agreement) is made and dated as of "#ate$ between "%egal name and description of organi&ation of EPC firm$ (Contractor), and "%egal name and description of organi&ation of Project developer$ (Owner). Each of Owner and Contractor may be referred to indi idua!!y as a Party, and together they may be referred to as the Parties. "ecita!s A. Owner is "'rief description of (wner and )ET project plans$ . #. Contractor is "'rief description of Contractor and professional capabilities$ . C. Owner desires to construct and o$erate %&escri$tion of "ET faci!ity, with $articu!ars as to renewab!e energy techno!ogy, si'e and intended business use( ()aci!ity) and Contractor is wi!!ing to $erform design, engineering, construction wor* to bring the )aci!ity to commercia! o$eration, a!! $ursuant to contract with Owner. Contractor is a!so wi!!ing to o$erate the )aci!ity commercia!!y under se$arate agreement with Owner. &. Owner intend to finance the de e!o$ment of the )aci!ity through "'rief description of structure of financing arrangement$ . E. Contractor is further wi!!ing to act on beha!f of Owner by coordinating and enforcing the +ubcontractor Protections as set forth in this Agreement. ). The Pro,ect re-uires "'rief description of types of regulatory or other governmental approvals re!uired$ (Authori'ations). .. Owner desire that Contractor $erform on beha!f of Owner the duties to act as genera! contractor for the design, construction, $erformance of start u$ and testing of the )aci!ity, and de e!o$ment of the o$eration manua!(s) for the )aci!ity u$on the terms and conditions set forth in this Agreement.

/. )o!!owing com$!etion of the Pro,ect, Owner wi!! own the )aci!ity, and Contractor wi!! o$erate and maintain the )aci!ity $ursuant to the O 0 1 Agreement. 2O3, T/E"E)O"E, in consideration of the $romises and the mutua! co enants and agreements hereinafter set forth, the Parties agree as fo!!ows. A"T4C5E 6 7 &E)424T4O2+ *.* - #efinitions. Ca$ita!i'ed terms used herein sha!! ha e the meanings set forth in +chedu!e 4. A"T4C5E 8 7 "EP"E+E2TAT4O2+ +.* - )epresentations by Contractor Contractor re$resents that9 8.6.6 Organi'ation and :ua!ification. Contractor is a "#escription of legal organi&ation$ du!y organi'ed and a!id!y e;isting under the !aws of ,"-urisdiction$,. Contractor has a!! necessary $ower and authority to carry on its business as $resent!y conducted and to enter into and $erform its ob!igations under this Agreement. 8.6.8 Authori'ation, a$$ro a!s, no defau!ts. The e;ecution, de!i ery and $erformance of this Agreement by Contractor (6) has been du!y authori'ed by a!! re-uisite com$any action, (8) to the best of Contractor<s *now!edge wi!! not conf!ict with any $ro isions of a$$!icab!e 5aw, and (=) wi!! not conf!ict with any !ega! or contractua! ob!igation to which it is a $arty or by which it or its $ro$erty is affected. 8.6.= Enforceabi!ity. This Agreement constitutes the !ega!, a!id and binding ob!igation of Contractor in accordance with its terms, e;ce$t as enforceabi!ity may be !imited by ban*ru$tcy, inso! ency, or simi!ar !aws affecting creditors< rights genera!!y. 8.6.> 5ega! $roceedings. There is no action, suit or $roceeding, at !aw or in e-uity, or officia! in estigation by or before any go ernmenta! authority, arbitra! tribuna! or any other body $ending or, to the *now!edge of Contractor threatened, against or affecting Contractor or any of its $ro$erties, rights or assets, which cou!d reasonab!y be e;$ected to resu!t in a materia! ad erse effect on Contractor<s abi!ity to $erform its ob!igations under this Agreement or on the a!idity or enforceabi!ity of this Agreement. 8.6.? +ite 4ns$ection. Contractor and Contractor<s agents and re$resentati es ha e isited, ins$ected and are fami!iar with the +ite, its $hysica! condition, roads, access rights, uti!ities, to$ogra$hica! conditions and air -ua!ity conditions, e;ce$t for unusua! or un*nown surface or subsurface conditions, or unusua! or un*nown soi! conditions, and ha e $erformed a!! reasonab!e in estigations necessary to determine that the +ite is suitab!e for the construction and insta!!ation of the )aci!ity, and are fami!iar with the !oca! and other conditions which may be materia! to Contractor<s $erformance of its ob!igations under this Agreement (inc!uding, but not !imited to trans$ortation, seasons and c!imates, access, the hand!ing and storage of materia!s and fue! and a ai!abi!ity and -ua!ity of !abor and materia!s). 8.6.@ 2ecessary "ights. Contractor owns or wi!! obtain the !ega! right to use a!! $atents, rights to $atents, trademar*s, co$yrights and !icenses necessary for the $erformance by Contractor of this Agreement and the transactions contem$!ated hereby, without any materia! conf!ict with the rights of others.

8.6.A A$$ro a!s. Contractor has obtained and is in com$!iance with a!! .o ernmenta! Authori'ations (other than .o ernmenta! Authori'ations !isted in +chedu!e B4, which Contractor wi!! obtain as indicated in that schedu!e) that Contractor is re-uired to obtain hereunder and for the a!id e;ecution, de!i ery and $erformance by Contractor of this Agreement, and a!! such !ega! entit!ements are in fu!! force and effect. 8.6.C :ua!ification. Contractor (inc!uding where a$$!icab!e, through its re!ationshi$s with +ubcontractors and its Affi!iates) $ossesses the *now7how and wherewitha! to o ersee the design, engineering, $rocurement and construction wor* needed to com$!ete construction of the )aci!ity. +.+ - )epresentations by (wner. (wner re$resents that9 8.8.6 Organi'ation and -ua!ification. Owner is a "#escription of legal organi&ation$ du!y organi'ed and a!id!y e;isting under the !aws of ,,"-urisdiction$,,. 4t has a!! necessary $ower and authority to carry on its business as $resent!y conducted, to own or ho!d its $ro$erties, and to enter into and $erform its ob!igations under this Agreement. 8.8.8 Authori'ation, a$$ro a!s, no defau!ts. The e;ecution, de!i ery and $erformance of this Agreement by Owner (6) has been du!y authori'ed by a!! re-uisite com$any actionD (8) to the best of Owner<s *now!edge wi!! not conf!ict with any $ro isions of a$$!icab!e 5aw, and (=) wi!! not conf!ict with any !ega! or contractua! ob!igation to which it is a $arty or by which it or its $ro$erty is affected. 8.8.= Enforceabi!ity. This Agreement constitutes the !ega!, a!id and binding ob!igation of Owner in accordance with its terms, e;ce$t as enforceabi!ity may be !imited by ban*ru$tcy, inso! ency, or simi!ar !aws affecting creditors< rights genera!!y. 8.8.> 5ega! $roceedings. There is no action, suit or $roceeding, at !aw or in e-uity, or officia! in estigation by or before any go ernmenta! authority, arbitra! tribuna! or any other body $ending or, to the *now!edge of Owner threatened, against or affecting 1.E Power or any of its $ro$erties, rights or assets, which cou!d reasonab!y be e;$ected to resu!t in a materia! ad erse effect on Owner<s abi!ity to $erform its ob!igations under this Agreement or on the a!idity or enforceabi!ity of this Agreement. A"T4C5E = 7 T/E 3O"E ..* - /cope of 0or1. Contractor sha!! $ro ide or $erform the 3or* or cause the 3or* to be $ro ided or $erformed, in accordance with the terms of this Agreement. 3ithout !imiting the foregoing, the 3or* sha!! inc!ude conducting, $erforming, $ro iding or $rocuring when and as necessary to $ermit $rogress of the 3or* to $roceed in accordance with the Pro,ect +chedu!e9 =.6.6 a!! design and engineering acti ities and ser ices necessary to conduct the 3or* and com$!ete the )aci!ity in accordance with this Agreement and Contractor<s ob!igations under the )aci!ity 5easeD =.6.8 a!! design and engineering acti ities and ser ices necessary to obtain a!! re-uired $ermits for the construction and o$eration of the )aci!ityD =.6.= a!! construction acti ities and ser ices necessary to conduct the 3or* and com$!ete the )aci!ity in accordance with this Agreement (inc!uding +ite $re$aration,

e;ca ation and grading and $ro$er dis$osa! of a!! e;ca ated materia!s if and as re-uired in connection with $erformance of the 3or*)D =.6.> a!! materia!s necessary to conduct the 3or* and com$!ete the )aci!ity in accordance with this Agreement (inc!uding a!! necessary trans$ort thereof)D =.6.? a!! wor* forces necessary to conduct the 3or* and com$!ete the )aci!ity in accordance with this Agreement (inc!uding a!! s*i!!ed and uns*i!!ed !abor, su$er isory, -ua!ity assurance and su$$ort ser ice $ersonne!)D =.6.@ a!! documents re-uired to direct Owner< $ersonne! in the $ro$er start7u$, o$eration and maintenance of the )aci!ity, inc!uding, without !imitation, the E-ui$ment 4nstruction 1anua! and a!! as7bui!t drawings and as7bui!t wiring diagrams (in C&7"O1 format ca$ab!e of generating re$roducib!e hard co$ies, stam$ed by an ArchitectFEngineer registered in "-urisdiction of 2acility and3or other$ =.6.A a!! training of O$erator ade-uate to a!!ow O$erator to assume res$onsibi!ity for dis$atch and contro! of the )aci!ityD =.6.C a!! other acti ities, ser ices and items, whether or not s$ecifica!!y described abo e, in +chedu!e G44 or e!sewhere in this Agreement, if such $erformance, $ro ision or $rocurement is necessary for a com$!ete and o$erab!e )aci!ityD $ro ided, that Contractor sha!! not be res$onsib!e for $erforming, $ro iding or $rocuring those acti ities, ser ices and items for which Owner bear e;$ress res$onsibi!ity $ursuant to Artic!e ?D =.6.H a!! design, engineering, materia!s, wor* forces needed to $erform the Acce$tance TestsD and =.6.6I a!! acti ity necessary to enab!e Contractor to achie e the agreed Commercia! O$eration &ate of [Deadline for commercial operation] . A"T4C5E > 7 CO2T"ACTO"<+ "4./T+ A2& "E+PO2+4#454T4E+ 4.* - Engineering, Procurement and Construction of the 2acility5 Performance of the 0or1. Contractor, on beha!f of the Owner, sha!! act as the genera! contractor for the Pro,ect and sha!! be so!e!y res$onsib!e for the engineering, $rocurement and construction of the 3or*, inc!uding, without !imitation, the o era!! o ersight and coordination of construction of the )aci!ity in accordance with9 (a) the +$ecificationsD (b) the Authori'ations for the )aci!ityD (c) the terms of this AgreementD (d) the Traffic Contro! P!an, the +afety P!an and the +ecurity P!anD and (e) a!! a$$!icab!e 5aws. Contractor sha!! coordinate the acti ities of Engineer, P1FC1, the Prime +ubcontractors, the +afety &irector, the :AF:C &irector and other $ersons $ro iding !abor and materia!s to the Pro,ect to design, engineer and $rocure the e-ui$ment and materia!s for and com$!ete the construction of the )aci!ity and act as the interface between the Owner and such $ersons a!! in accordance with a$$!icab!e 5aw and .ood Jti!ity Practice. 4.+ - )etention of 6ualified /ubcontractors and /uppliers Contractor may subcontract any $ortion of the 3or* to one or more +ubcontractors and +u$$!iers. A$$ro ed +ubcontractors and +u$$!iers as of the date hereof are set forth in +chedu!e G444. Contractor sha!! $ro ide notice to Owner of a!! $ro$osed +ubcontractors and +u$$!iers for the Pro,ect who are not identified on +chedu!e G444. Owner sha!! ha e the right to $resent to Contractor, within the time $eriod s$ecified in +ection 6@.8I of this Agreement, any ob,ections or concerns they ha e regarding such $ro$osed

+ubcontractors and +u$$!iers, which ob,ections and concerns sha!! be du!y considered by ContractorD $ro ided, howe er, that the fina! decision and res$onsibi!ity as to whether to contract with any $articu!ar +ubcontractor or +u$$!y sha!! reside with Contractor. >.8.6 Pro,ect Engineer. Contractor sha!! retain an engineer for the Pro,ect (Engineer) or $erform the duties of the Engineer. Engineer or Contractor sha!! be retained under a se$arate Engineer<s Contract. The Engineer<s Contract sha!! inc!ude, among other terms and conditions9 (a) the re-uirement that Engineer dedicate a com$etent team of $rofessiona!s to $erform the ser ices re-uired under Engineer<s Contract and *ee$ that team a ai!ab!e to the Pro,ect for the duration of Engineer<s Contract (which sha!! not end $rior to the Commercia! O$eration &ate)D and (b) commercia!!y reasonab!e !e e!s of $rofessiona! !iabi!ity insurance $rotecting against errors and omissions of Engineer and Engineer<s em$!oyees and agents. Engineer sha!! ha e the $rimary design res$onsibi!ities with res$ect to the Pro,ect. Engineer<s ro!e and res$onsibi!ities sha!! be more $articu!ar!y set forth in Engineer<s Contract. 4f Contractor underta*es to $erform the duties of the Engineer, Contractor sha!! ha e the same ob!igations defined for inc!usion in the Engineer<s Contract. >.8.8 Pro,ect 1anagerFConstruction 1anager. Contractor sha!! retain the $ro,ect managerFconstruction manager for the Pro,ect (P1FC1) or $erform the duties of the P1FC1. P1FC1 or Contractor sha!! be retained under a se$arate P1FC1<s Contract. At a minimum, the P1FC1<s Contract sha!! ob!igate the P1FC1 to (a) create and u$date the Pro,ect +chedu!e, sub,ect to Owner<s a$$ro a!D (b) monitor and o ersee the $erformance of a!! +ubcontractors and su$$!iers to *ee$ the Pro,ect mo ing towards com$!etion in accordance with the Pro,ect +chedu!eD (c) re iew and recommend whether to $ay of a!! in oices submitted by Pro,ect su$$!iers and +ubcontractors and re iew the wor* re!ated thereto, to confirm that the wor* for which $ayment is re-uested has been $erformedD (d) ins$ect the 3or* as com$!eted to confirm that it was constructed in accordance with the +$ecifications and $erformed to the re-uired standard of careD (e) com$!y with the +afety P!anD and (f) inform Contractor and the Owner regarding the $rogress and -ua!ity of the 3or*, as necessary to enab!e them to $erform their res$ecti e functions under this Agreement. P1FC1 sha!! further ha e the ro!e and res$onsibi!ities with res$ect to the Pro,ect, as are more $articu!ar!y set forth in the P1FC1<s Contract. The P1FC1<s Contract sha!! ma*e a $ortion of P1FC1<s com$ensation sub,ect to achie ing certain Pro,ect goa!s, inc!uding time!y com$!etion of the 3or* and com$!etion of the 3or* within the Pro,ect budget. The P1FC1<s Contract sha!! further ob!igate the P1FC1 to carry commercia!!y reasonab!e amounts of $rofessiona! !iabi!ity insurance. >.8.= 1a,or E-ui$ment +u$$!iers. Contractor, with the assistance of P1FC1, wi!! se!ect the $ersons to su$$!y the ma,or e-ui$ment systems for the Pro,ect. (co!!ecti e!y, the 1a,or E-ui$ment +u$$!iers). Contractor and P1FC1, after consu!tation with Owner, wi!! se!ect the 1a,or E-ui$ment +u$$!iers through a $rocess that e a!uates, among other things, the cost, $erformance s$ecifications, en ironmenta! im$act, $erformance history, and demonstrated $erformance of their insta!!ed e-ui$ment. Contractor wi!! negotiate commercia!!y reasonab!e forms of contracts with the 1a,or E-ui$ment +u$$!iers, which forms sha!! inc!ude commercia!!y reasonab!e terms and conditions, inc!uding warranties, $erformance guarantees and !i-uidated damages. >.8.> Prime +ubcontractors. Contractor sha!! retain the ma,or construction subcontractors (Prime +ubcontractors) for the Pro,ect. Contractor, with the assistance

of P1FC1, wi!! se!ect the Prime +ubcontractors by an e a!uation $rocess that e a!uates $otentia! candidates based u$on re!e ant criteria, inc!uding e;$erience, re$utation, and demonstrated success in re!e ant construction $ro,ects. The contracts between Contractor and the Prime +ubcontractors (the Prime +ubcontractor Contracts) sha!! $ro ide for $ayment to the Prime +ubcontractors on a cost7$!us incenti e basis, with the Prime +ubcontractors gi en incenti es for com$!eting the Pro,ect on time, within budget, and with good safety records. Each Prime +ubcontractor Contract sha!! a!so gi e Contractor the right to ins$ect and re iew that Prime +ubcontractor<s audited financia! statements, $ayro!! records and other re!e ant information re!ated to its in oices to Contractor. >.8.? :ua!ity Contro!F:ua!ity Assurance. Contractor sha!! retain a -ua!ified $erson or firm to be res$onsib!e for -ua!ity contro! and -ua!ity assurance of the com$!eted 3or* (the :AF:C &irector), sub,ect to the a$$ro a! of Owner, not to be unreasonab!y withhe!d. The :AF:C &irector sha!! be res$onsib!e, among other things, for de e!o$ing $rocedures for testing materia!s, the o ersight of materia!s testing, ins$ecting fie!d assemb!ed e-ui$ment (such as -ua!ity contro! of we!ding $rocedures and we!ding testing), erifying :AF:C of materia!s used in the manufacture of ma,or e-ui$ment and erifying that a!! e-ui$ment and materia!s de!i ered to the +ite meet the s$ecifications of Engineer. The :AF:C &irector sha!! re$ort to P1FC1, Contractor and the Owner on a biwee*!y basis, or more fre-uent!y as needed. The ro!e and s$ecific res$onsibi!ities of :AF:C &irector with res$ect to the Pro,ect sha!! be more $articu!ar!y set forth in the agreement between Contractor and :AF:C &irector (the :AF:C Contract). >.8.@ +afety &irector. Contractor sha!! retain a -ua!ified $erson or firm to ser e as the safety director for the Pro,ect (the +afety &irector), sub,ect to the a$$ro a! of Owner, not to be unreasonab!y withhe!d. 4f re-uired by either Owner<s or Contractor<s insurance $ro ider, such +afety &irector sha!! ha e the -ua!ifications and authority necessary to su$$ort the issuance of the re-uired insurance for the Pro,ect. The +afety &irector sha!! be res$onsib!e to obser e and enforce safe $ractices at the +ite and re!ated su$$ort faci!ities and sha!! re$ort to P1FC1, Contractor and the Owner on a biwee*!y basis. The ro!e and res$onsibi!ities of the +afety &irector sha!! be more $articu!ar!y set forth in the agreement between Contractor and the +afety &irector (the +afety Contract). 4.. /ales 7 8se Ta . Contractor sha!! $ay, and in oice to Owner, as $art of the Cost of the 3or*, a!! sa!es, consumer, use, gross recei$ts, and other simi!ar ta;es, s$ecia! assessments and other fees in accordance with a$$!icab!e 5aw. 4.4 Investigation of the /ite. >.>.6 Contractor ac*now!edges that it has re iewed the .round 5ease and has made reasonab!e efforts to in estigate the $hysica! conditions affecting the +ite, consistent with the access that has been to Contractor and its agents. "%imitations, e.g., 9Contractor has not been granted access to and has made no investigation or inspection of any of the off-/ite staging areas, including the %ay #own :reas, the /oil #isposal :rea, or the Easement :reas, beyond drawings and other information previously provided by (wner on which Contractor has relied.;]

>.>.8 Contractor sha!! ascertain the nature of the +ite consistent with the access that Owner has granted to Contractor and its agents and the genera! and !oca! conditions that may affect the +ite and the cost of ma*ing the +ite fit for the construction of the )aci!ity, $ro ided howe er, that Contractor ma*es no re$resentation or warranty as to (a) any en ironmenta! matters that may e;ist, inc!uding without !imitation, any surface or subsurface contamination at the +ite, e;ce$t such surface or subsurface contamination found in soi! boring testing and subsurface water testing $re ious!y conducted by or on beha!f of ContractorD (b) the use or contents of any of the bui!dings that Contractor has been as*ed to demo!ish or remo e from the +ite, e;ce$t such use or contents re ea!ed by soi! boring testing and subsurface water testing $re ious!y conducted by or on beha!f of ContractorD (c) any subsurface conditions of the +iteD (d) any matters not disc!osed in Owner7$ro ided drawings or other information $ro ided to Contractor by Owner on which Contractor has reasonab!y re!iedD or (e) any conditions at any off7+ite areas or faci!ities $re ious!y $ro ided by Owner with res$ect to the )aci!ity. >.>.= E;ce$t for en ironmenta! conditions and subsurface or other conditions that cou!d not ha e reasonab!y been disco ered by a reasonab!e ins$ection of the +ite within the sco$e of access afforded Contractor by Owner, Contractor is res$onsib!e for accommodating a!! +ite conditions in the +$ecifications for and construction of the )aci!ity, regard!ess of when the +ite condition is disco ered, but sha!! not be res$onsib!e for (a) subsurface or other conditions that cou!d not be disco ered by a reasonab!e ins$ection of the +ite, consistent with the !imitations on access $ro ided by OwnerD (b) any conditions of the off7+ite 5ay &own Areas, the +oi! &is$osa! Area, the Easement Areas or other staging areas for the 3or* $ro ided by Owner, e;ce$t to the e;tent that such conditions were disc!osed by the drawings and other information $ro ided by Owner to Contractor. 2otwithstanding a fai!ure by Contractor to $erform its +ite in estigation due di!igence consistent with the access Owner has granted under this +ection >.>, Contractor (e;ce$t as e;$ress!y $ro ided otherwise in +ection A.8.> of this Agreement) sha!! be res$onsib!e for successfu!!y constructing the )aci!ity without ad,ustment of the .uaranteed 1a;imum Price. 4.< - =a&ardous /ubstances5 Erosion. >.?.6 Contractor sha!! be res$onsib!e for assuring that a!! /a'ardous +ubstances trans$orted to or from, mo ed, or used or stored u$on, the +ite in connection with Contractor<s $erformance of its ob!igations under this Agreement are trans$orted, mo ed, used or stored in accordance with a$$!icab!e 5aw. Contractor sha!! further assure that a!! /a'ardous +ubstances are dis$osed of in accordance with a$$!icab!e 5aw. Any costs of c!ean u$, trans$ortation, treatment, storage or dis$osa! of /a'ardous +ubstances, other than those /a'ardous +ubstances identified in the soi! boring testing and subsurface water testing $re ious!y conducted by or on beha!f of Contractor, that were on or under the +ite $rior to the commencement of the 3or* sha!! be the so!e res$onsibi!ity and e;$ense of Owner. >.?.8 Contractor sha!! be res$onsib!e for assuring that a!! waste generated in the $erformance of its ob!igations under this Agreement and a!! waste trans$orted to or from, mo ed or used or stored u$on the +ite by Contractor or any other $erson for whom Contractor is res$onsib!e, within the sco$e of Contractor<s $erformance of this Agreement, is hand!ed in accordance with a$$!icab!e 5aw. Contractor sha!! cause the

affected +ubcontractors to manage and dis$ose of the waste in com$!iance with a$$!icab!e 5aw and .ood Jti!ity Practice. >.?.= Contractor sha!! be res$onsib!e to see that a!! sedimentation, erosion contro!, and si!tation within or ad,acent to the +ite caused by +ubcontractors is conducted in accordance with a$$!icab!e 5aw. 4n the e ent Contractor fai!s to $re ent such sedimentation, erosion or si!tation from occurring in io!ation of a$$!icab!e 5aw, Owner sha!! ha e the right, after notifying Contractor and $ro iding it an o$$ortunity to cure of not !ess than three (=) #usiness &ays, to correct such $o!!ution or si!tation. A!! e;$enses incurred by the Owner in the course of such correction sha!! be credited against $ayments owed to Contractor. 4.> Compliance with %aws 4n carrying out its duties hereunder, Contractor sha!! com$!y with a!! a$$!icab!e 5aws, inc!uding without !imitation, a!! 5aws re!ating to hea!th, safety or the $rotection of the en ironment. Owner sha!! ha e no res$onsibi!ity for any costs of en ironmenta! com$!iance or remediation to the e;tent caused by the neg!igent acts and omissions or intentiona! or wi!!fu! misconduct of Contractor or any of Contractor<s em$!oyees or agents, inc!uding, without !imitation, a!! +ubcontractors and +u$$!iers. 4.? Traffic Control Plan. Contractor sha!! wor* together with Owner to de e!o$ a com$rehensi e traffic contro! $!an for the Pro,ect (Traffic Contro! P!an), to assure a!! $ersons su$$!ying the 3or* $rom$t and safe access for de!i eries to the +ite, whi!e minimi'ing disru$tion to the surrounding area its regu!ar acti ities or schedu!ed e ents. 3ithout !imitation, the Traffic Contro! P!an sha!! $ro ide, as re-uired by the surrounding areas and its acti ities9 (a) for off7site $ar*ing for construction $ersonne! and trans$ort of such $ersonne! to the +iteD (b) a genera! $rohibition on de!i eries of 1a,or E-ui$ment to the +ite during the hours of "=ours,$ D (c) that Contractor sha!! use its reasonab!e efforts to arrange for de!i eries of 1a,or E-ui$ment "#ays and hours$ D and (d) that it sha!! be consistent with any traffic contro! re-uirements set forth in any .o ernmenta! Authori'ation. Owner sha!! use good faith efforts to assist Contractor in the de e!o$ment of this $!an and to assist in gaining for Contractor access to roads and other trans$ortation faci!ities necessary for time!y and cost7effecti e com$!etion of the Pro,ect. 3hen a ai!ab!e, the draft traffic contro! $!an sha!! be $resented to Owner for re iew and a$$ro a!. Contractor ac*now!edges that it has studied the +ite, rai!roads, surrounding streets and highways and Contractor can trans$ort a!! e-ui$ment to the +ite and a!! costs associated with the trans$ortation and un!oading of the e-ui$ment are inc!uded in the .uaranteed 1a;imum Price, $ro ided that access to the +ite is a ai!ab!e to Contractor and the +ubcontractors at a!! reasonab!e times and in accordance with the Traffic Contro! P!an. Contractor sha!! $ro ide to Owner its $ro$osed Traffic Contro! P!an no !ater than =I days fo!!owing the date of this Agreement. The Parties sha!! use their good faith efforts to fina!i'e the Traffic Contro! P!an no !ater than @I days fo!!owing the date of this Agreement. 4.@ /afety Plan. Contractor, in con,unction with P1FC1, +afety &irector and the Prime +ubcontractors for the Pro,ect sha!! de e!o$ a com$rehensi e safety $!an to estab!ish and maintain a$$ro$riate safety ru!es and $rocedures in connection with the $erformance of this Agreement (the +afety P!an). +uch +afety P!an sha!! re-uire, among other things

that Contractor and Owner satisfy any safety re-uirements of the insurers for the Pro,ect. Contractor sha!! $ro ide to Owner its $ro$osed +afety P!an no !ater than >? days $rior to the start of construction, but in any case no !ater than "#ate$ . The Parties sha!! use their good faith efforts to fina!i'e the +afety P!an no !ater than 6? days $rior to the start of construction. 4.A /ecurity Plan. Contractor sha!! estab!ish a$$ro$riate security measures to maintain the security of the +ite and $rotect the 3or* in $rogress (the +ecurity P!an). The +ecurity P!an sha!! com$!y with a!! re-uirements of the insurers for the Pro,ect, sha!! address the reasonab!e concerns of the Jni ersity and sha!!, at a minimum re-uire that Contractor sha!! cause to be erected (as re-uired by the nature and acti ities of the surrounding areas) tem$orary chain !in* fencing, and tem$orary security !ighting to secure the +ite and 5ay &own Areas. Contractor sha!! $ro ide to Owner its $ro$osed +ecurity P!an no !ater than =I days fo!!owing the date of this Agreement. The Parties sha!! use their good faith efforts to fina!i'e the +ecurity P!an no !ater than @I days fo!!owing the date of this Agreement. 4.*B Construction and /torage Confined to Permitted :reas. Contractor and the +ubcontractors and su$$!iers sha!! confine construction acti ities and storage to the +ite, to the 5ay &own Areas $ro ided by Owner as more $articu!ar!y de$icted on the diagram attached hereto as +chedu!e G (the 5ay &own Areas), to the area designated by Owner for soi! dis$osa! in the .round 5ease (the +oi! &is$osa! Area), to tem$orary and $ermanent easements that are reasonab!y necessary for the construction, o$eration, maintenance and re$air of the Pro,ect and su$$ort faci!ities for the Pro,ect, that ha e been $ro ided or are in the future $ro ided by Owner (the Easement Areas) and to other areas that may hereafter be $ro ided by Owner or other $ersons for such $ur$oses. 4.** Construction (ffice5 )ecords. Contractor sha!! maintain a tem$orary construction office at the +ite during the course of construction of the )aci!ity. Contractor sha!! maintain at such office a co$y of the +$ecifications, together with construction7re!ated drawings that are de e!o$ed during the course of the Pro,ect. Contractor agrees to $ro ide s$ace for the +afety &irector in the tem$orary construction office. Contractor agrees to remo e the tem$orary construction office from the +ite within si; months after the Commercia! O$eration &ate. Contractor sha!! further maintain an office off the +ite, which during the Term of this Agreement and the 8> months fo!!owing the Commercia! O$eration &ate sha!! ser e as a re$ository for a!! documents re!ating to the Pro,ect. Contractor sha!! $ro ide Owner fu!! access to such records during regu!ar business hours in accordance with the $rocedures set forth in +ection ?.>.>. 4.*+ Co %iens. Contractor sha!! be res$onsib!e to see that a!! e-ui$ment and materia!s incor$orated into the 3or* that are $urchased by Contractor or by any +ubcontractor to the Pro,ect sha!! not be sub,ect to any chatte! mortgage, conditiona! sa!es contract, or security agreement under which an interest or !ien is retainedD $ro ided, howe er, that such e-ui$ment and materia!s may be sub,ect to the security interest of the endor, to secure the $ayment of the $urchase $rice of the affected e-ui$ment and materia!s, so !ong as such security interest is terminab!e u$on $ayment in fu!! and Contractor causes good

tit!e to such e-ui$ment and materia!s, free and c!ear of such security interest to be con eyed to Owner on or before the date of )ina! Payment. Contractor sha!!, as a condition $recedent to $ayment, $ro ide !ien wai ers to Owner before fina! $ayment is re-uired to be made by Owner. 4.*. Compliance with :uthori&ation )e!uirements. Contractor wi!! fami!iari'e itse!f with and com$!y with any a$$!icab!e re-uirements of a!! .o ernment Authori'ations for the )aci!ity, inc!uding without !imitation, re-uirements $ertaining to en ironmenta! $rotection, noise abatement, erosion, traffic contro!, and $ar*ing. 4.*4 Patents .Contractor sha!!, at its so!e e;$ense, $ay or use reasonab!e efforts to ensure that its +ubcontractors and +u$$!iers $ay a!! roya!ties, !icense fees or other costs incident to their use in the $erformance of the 3or* of any in ention, design, $rocess, $roduct, or de ice that is the sub,ect of $atent rights or co$yrights he!d by others. 4.*< Inspections5 #efective 0or1. Contractor sha!! communicate regu!ar!y with P1FC1 regarding P1FC1<s ins$ection of com$!eted $ortions of the 3or* for conformity with the +$ecifications and for freedom from defects. Contractor sha!! accom$any P1FC1 on such ins$ections as necessary under the circumstances. 4n the e ent that P1FC1 notifies Contractor of defecti e wor* that9 (a) has the $otentia! to ha e a materia! im$act on the Cost of the 3or* or the Pro,ect +chedu!eD or(b) indicates a systemic $rob!em (i.e., a $ersistent, wides$read andFor materia! $rob!em for the Pro,ect) with any $iece of e-ui$ment, any $ortion of the 3or*, or the $erformance of any 1a,or E-ui$ment +u$$!ier or +ubcontractor, Contractor sha!! within = #usiness &ays notify and $ro ide re!e ant information to the Owner. +uch information sha!! inc!ude the nature and e;tent of the $rob!em, the cost and de!ay associated with the defecti e 3or* (if *nown), and the ste$s that Contractor and P1FC1 are ta*ing to remedy the defecti e $erformance, inc!uding any remedies that they are $ursuing under the a$$!icab!e contract. 4.*> Contractor )esponsibility to Owner. Contractor co enants that in carrying out its duties on beha!f of Owner under this Agreement, Contractor wi!! at a!! times $roceed in accordance with .ood Jti!ity Practice, wi!! $rotect the interests of Owner in any dea!ings with Contractor<s affi!iates . 4.*? 2acility /tart 8p and :cceptance Testing. Contractor sha!! be res$onsib!e for coordinating a!! tas*s and res$onsibi!ities associated with Acce$tance Testing and )aci!ity +tart J$. >.6A.6 Testing 1ethodo!ogy. The testing methodo!ogy for Acce$tance Testing is set forth in Artic!e 66 and in +chedu!e 444. >.6A.8 Acce$tance +tandardsD Conse-uences of Jnder7Performance. The Acce$tance Tests for the 3or* and the conse-uences for the 3or* fa!!ing short of the Acce$tance Test Ca$acity .uarantee standards are set forth in Artic!e 66 and +chedu!e 444.

4.*@ (ther :uthori&ations. E;ce$t for the .o ernmenta! Authori'ations, Contractor sha!! be re-uired to obtain a!! other Authori'ations De.g., street o$ening $ermits, $!umbing $ermits, etc.) re-uired for the $erformance of the 3or*. 4.*A Confidentiality. Contractor sha!! ma*e a ai!ab!e to Owner any record $roduced or co!!ected under this Agreement. Owner agrees to treat as confidentia! materia!s that Contractor reasonab!y identified, and c!ear!y designated, as confidentia!. Owner agrees that if it sha!! recei es an order (in whate er form) com$e!!ing it by 5aw to disc!ose any such confidentia! record $roduced or co!!ected under this Agreement, it sha!! (to the e;tent $ermitted by 5aw) afford Contractor, and any +ubcontractors who were the source of the re-uested record, notice of such re-uest to afford Contractor or such others an o$$ortunity to contest the order. 4.+B Insurance. +chedu!e 44. Contractor sha!! obtain and maintain insurance as set forth in

4.+* Contractor Euarantee. On the Effecti e &ate, Contractor sha!! obtain and de!i er a guarantee from "Came of parent firm or other Euarantor$ . (Parent .uarantee) of $erformance for the ob!igations of Contractor, in the form of +chedu!e B. The ob!igations of Owner $ursuant to Artic!e ? hereunder are e;$ress!y conditioned u$on the recei$t of such Parent .uarantee. A"T4C5E ? 7 O32E"< "4./T+ A2& "E+PO2+4#454T4E+ <.* Transfer of Control )esponsibility to (wner. On the Commercia! O$eration &ate, Owner, through O$erator and in accordance with the terms of a se$arate O 0 1 Agreement, sha!! assume so!e res$onsibi!ity for the dis$atch and contro! of the )aci!ity. e;ce$t that Contractor sha!! ha e the right and ob!igation to (a) $ro ide technica!, o$erationa! and genera! su$er isory guidance, (b) com$!ete any remaining Punch 5ist items on a schedu!e that is mutua!!y agreeab!e to the PartiesD and (c) otherwise $erform its remaining ob!igations under this Agreement. <.+ (wnerFs )esponsibilities #uring the Project. Owner sha!!9 ?.8.6 1a*e $ayment of the Cost of the 3or* in accordance with Artic!e H. ?.8.8 "e-uire em$!oyees and agents to abide by a!! ru!es a$$!icab!e to the +ite and the )aci!ity, inc!uding but not !imited to ru!es $ertaining to safety, security $rocedures or re-uirements, and designated entrances. ?.8.= "easonab!y coo$erate with Contractor and $ro ide any other assistance reasonab!y necessary to enab!e Contractor to $erform the 3or* as re-uired hereunder. ?.8.> Pro ide ade-uate tem$orary construction easements and $ermanent easements for the )aci!ity and any necessary su$$ort faci!ities for the )aci!ity. ?.8.? At a!! times $rom$t!y res$ond, inc!uding ma*ing a$$ro$riate re$resentati es a ai!ab!e with decision7ma*ing authority, to any reasonab!e re-uests by any of the Parties to this Agreement for meetings, for re iew and comments regarding re!e ant documents $ro ided to them for re iew and comment.

?.8.@ At a!! times, use commercia!!y reasonab!e efforts to $roceed in a manner that su$$orts the Pro,ect +chedu!e. ?.8.A Prom$t!y ta*e a!! actions reasonab!y re-uested by Contractor to assist Contractor in obtaining any Authori'ations for the )aci!ity. ?.8.C 2ot unreasonab!y withho!d their su$$ort from other actions reasonab!y re-uested by Contractor to $romote the time!y com$!etion of the )aci!ity or to $romote the com$!etion of the )aci!ity within the Pro,ect budget. <.. #enial of :uthori&ations. +ub,ect to the s$ecific rights and ob!igations of the Parties set forth in +ection A.8.> and Artic!e 6>, if Contractor or Owner is denied a re-uired Authori'ation, or any such Authori'ation is obtained but contains restrictions, -ua!ifications or conditions that wou!d ha e a materia! ad erse im$act on the benefits or ob!igations of the Parties under this Agreement, the Parties agree to use commercia!!y reasonab!e efforts, within =I days of the denia! of the re-uired Authori'ation or issuance of the undu!y restricti e Authori'ation, to reform this Agreement, or to ta*e other mutua!!y agreeab!e actions (inc!uding, for e;am$!e and without !imitation, one Party indemnifying or ma*ing who!e the other Party), that $ro ide each Party with economic or other benefits that are substantia!!y e-ui a!ent to those set forth in this Agreement. 4f the Parties are unab!e to so reform this Agreement or agree u$on other mutua!!y acce$tab!e arrangements, +ection 6=.? ()orce 1a,eureD )ai!ure of Authori'ations) sha!! a$$!y. <.4 (wnerFs :dditional )ights and )esponsibilities. 4n addition to its res$onsibi!ities as Owner under +ection ?.8 of this Agreement, Owner sha!! ha e the fo!!owing res$onsibi!ities with res$ect to the Pro,ect9 ?.>.6 )inancing. Owner wi!! ta*e a!! actions necessary to obtain the financing it needs to enab!e it to satisfy its $ayment ob!igations under this Agreement. ?.>.8 4ns$ection of Contractor<s "ecords. At any time from the e;ecution of this Agreement to A years after the )ina! Com$!etion &ate, Contractor (or an Affi!iate of Contractor du!y designated as the custodian of Contractor<s boo*s and records) sha!!, u$on reasonab!e $rior notice from Owner with res$ect to the sub,ect matter and schedu!e, $ro ide a designated re$resentati e of Owner during norma! business hours with such reasonab!e access to Contractor<s boo*s and records as is reasonab!y necessary to enab!e the $erson $ro iding notice to re iew Contractor<s costs incor$orated into the Cost of the 3or* and Contractor<s ca!cu!ation thereof. +uch re iew sha!! be at the cost and e;$ense of the $erson(s) conducting the re iew. 4n conducting such re iew, the $erson(s) re iewing such boo*s and records sha!! fo!!ow reasonab!e security $rocedures designed to $rotect against the re!ease of trade secrets and other confidentia! information. ?.>.> Owner<s "ight to 4ns$ect 3or*. Owner and its agents and em$!oyees sha!!, u$on reasonab!e $rior notice to Contractor and sub,ect to adherence to the safety $rocedures and other $rocedures and re-uirements a$$!icab!e to the +ite (inc!uding without !imitation, and such $rocedures and re-uirements estab!ished in connection with any insurance co erage obtained in connection with the Pro,ect), ha e access to ins$ect a!! 3or*D $ro ided, howe er, that any ins$ection of the 3or* sha!! be conducted at a reasonab!e time and in a manner that does not de!ay or increase the Cost of the 3or* by disru$ting the 3or*. Contractor sha!! ha e the right to condition such ins$ection u$on the $ersons conducting the ins$ection obser ing $rocedures to $reser e the safety and

security of the +ite and to com$!y with any a$$!icab!e re-uirements of Pro,ect insurers. 2otwithstanding any re iew or ins$ection by the +tate of the 3or*, Contractor sha!! not be re!ie ed of its res$onsibi!ity for the design, construction and $erformance of the Pro,ect as e;$ress!y set forth in this Agreement so!e!y by irtue of the +tate<s ins$ection or re iew. <.< ContractorFs )ights and )esponsibilities. ?.?.6 )inancing. Contractor wi!! ta*e a!! actions necessary to obtain the financing it Power needs to enab!e it to satisfy its $ayment ob!igations under this Agreement. ?.?.8 .o ernment Authori'ations. Contractor, on beha!f of Owner sha!! a$$!y for and obtain a!! necessary Authori'ations for the construction and o$eration of the )aci!ity that are identified by .o ernment Authorities as being re-uired for the )aci!ity, based u$on the submitted Engineering P!an for the )aci!ity. A"T4C5E @ 7 O32E"+/4P O) A++ET+ >.* (wnership of the 2acility5 )is1 of %oss. Ownershi$ of the )aci!ity, and of each item of materia!, e-ui$ment, machinery, su$$!ies and other items incor$orated therein, sha!! $ass from Contractor to Owner in accordance with the $ercentage Ownershi$ interest obtained with each $ayment $ursuant to Artic!e H, e;ce$t as $ro ided be!ow. A"T4C5E A 7 CO+T O) T/E 3O"ED P"OKECT )42A2C42. ?.* Euaranteed Ga imum Price. The ma;imum amount the Owner sha!! be ob!igated to $ay Contractor for com$!etion of the 3or* sha!! be the sum of "2i ed Price of Contract$ (.uaranteed 1a;imum Price), sub,ect on!y to the ad,ustments defined in this Artic!e A of this Agreement. Owner<s res$onsibi!ity for the .uaranteed 1a;imum Price sha!! be ad,usted on!y $ursuant to (a) +ection A.8 of this Agreement re!ating to the .uaranteed 1a;imum PriceD (b) the right of the Jti!ity "egu!ator to affect the Costs of the 3or*, as set forth in Artic!e 6>D and (c) the im$act of Change Orders made by the Parties as set forth in Artic!e C, but e;c!uding increases to the Cost of the 3or* resu!ting from Change Orders necessary to remedy errors and omissions by Contractor or its +ubcontractors. ?.+ E clusions from the Euaranteed Ga imum Price. The fo!!owing items (the E;c!uded .1P Costs) are not co ered by the .uaranteed 1a;imum Price and such costs sha!! be $ayab!e by Owner in e;cess of the .uaranteed 1a;imum Price, e;ce$t as e;$ress!y $ro ided otherwise be!ow9 (a) any incrementa! Cost of the 3or* resu!ting from uninsured )orce 1a,eure, which, at Owner<s e!ection, may be shared e-ua!!y with Contractor, in which case, termination for a )orce 1a,eure E ent because of the shared costs sha!! not be $ermittedD (b) any increase or decrease in the Cost of the 3or* resu!ting from the im$osition of additiona! re-uirements or rea!!ocation of the Cost of the 3or* by the Jti!ity "egu!ator, which sha!! be hand!ed in accordance with +ection 6>.!D (c) any increase or decrease in the Cost of the 3or* resu!ting from any Change Order

made $ursuant to +ection C.>, C.?, or C.C, which sha!! be a!!ocated as set forth in such +ectionsD and (d) any increase in the Cost of the 3or* resu!ting from the Owner<s fai!ure to coo$erate reasonab!y with Contractor the other Parties to this Agreement, inc!uding without !imitation owner<s fai!ure to carry out its duties under +ections ?.8 or ?.>. A"T4C5E C 7 A&&E2&A A2& C/A2.E O"&E"+ @.* Eeneral. Addenda are changes to the 3or* before construction begins. Change Orders are changes to the 3or* after construction begins. Addenda and Change Orders sha!! be hand!ed as fo!!ows9 C.6.6 Any Party may re-uest an Addendum or Change Order in writing. C.6.8 A$$ro a! or re,ection of Addenda and Change Orders that increase or decrease the Cost of the 3or* or change in schedu!e that cou!d ha e the effect of de!aying 1echanica! Com$!etion must be a$$ro ed by Owner and Contractor $rior to e;ecution of such Addenda or Change Order. C.6.= Addenda and Change Orders that increase or decrease the Cost of the 3or* sha!! be a$$ro ed or re,ected in accordance with the $rocedures set forth in +ections C.8 and C.= and in accordance with the time $eriods $ro ided for the +tate in +ection 6@.8I. @.+ Process. Any of the Parties may re-uest in writing an Addendum or a Change Order consisting of additions to, de!etions from, or other re isions to the 3or*, $ro ided that such changes are within the genera! sco$e of the 3or*. A!! re-uests for Addenda or Change Orders by an Owner sha!! be submitted to Contractor, with co$ies to P1FC1 and Engineer (as a$$ro$riate). A!! re-uests for Addenda or Change Orders by Contractor sha!! be submitted to Owner, with co$ies to P1FC1 and Engineer. @.. Initial Evaluation of :ddendum and Change (rder )e!uests5 :pplicable /tandards. Any Addendum or Change Order re-uest from an Owner sha!! be e a!uated by Contractor, with the in$ut and assistance of P1FC1 and Engineer. Each Addendum or Change Order re-uest sha!! initia!!y be e a!uated to determine whether it9 (a) adds a!ue to the )aci!ity without increasing the Cost of the 3or* or de!aying 1echanica! Com$!etion of the )aci!ityD (b) adds a!ue to the )aci!ity without de!aying 1echanica! Com$!etion of the )aci!ity, but increases the Cost of the 3or*D or (c) does not add a!ue to the )aci!ity or adds a!ue to the )aci!ity, but wi!! de!ay 1echanica! Com$!etion of the )aci!ity or com$romise $erformance of the )aci!ityD or (d) (in the case of an Addendum on!y) decreases Cost of 3or* without de!aying 1echanica! Com$!etion. A!! Addenda and Change Orders in category (a) or Addenda in category (d) sha!! be a$$ro edD a!! Addenda and Change Orders in category (c) sha!! be re,ected (un!ess mutua!!y agreed otherwise, inc!uding the a!!ocation of the cost, by a!! Parties)D and a!! Addenda and Change Orders in category (b) sha!! be a$$ro ed, if and on!y if the increased Cost of the 3or* is a!!ocated as set forth be!ow in this Artic!e C. @.4 :ddenda or Change (rders )e!uested by (wner. 4f Owner re-uests an Addendum or a Change Order to address so!e!y Owner<s needs, inc!uding without !imitation changes to address aesthetic or design re-uirements, and such Addendum or Change Order is a$$ro ab!e under +ection C.= abo e and a$$ro ed by Contractor, but increases the Cost

of the 3or*, then Owner sha!! bear the entire incrementa! Cost of the 3or* (inc!uding costs of de!ays and rewor*) resu!ting from such Addendum or Change Order. @.< :ddenda and Change (rders )e!uired by :cts of Eovernmental :uthorities. 4f any action of any .o ernmenta! Authority re-uires an Addendum or a Change Order that increases or decreases the Cost of the 3or* the Owner sha!! be res$onsib!e for any incrementa! Cost of the 3or*. @.> :ddenda and Change (rders )e!uested by Contractor. 4f Contractor re-uests an Addendum or a Change Order that is a$$ro ed by the Owner, then Owner and Contractor sha!! share e-ua!!y any increase or decrease in the Cost of the 3or* resu!ting from such Addendum or Change Order. @.? :ddenda and Change (rders )esulting from Errors or (missions of Contractor. Owner sha!! not be res$onsib!e for any increased Cost of the 3or* resu!ting from Addenda and Change Orders that are necessary because of errors of Contractor andFor its +ubcontractors in coordinating the design, schedu!ing or construction of the )aci!ity. @.@ Gar1up on :ddenda and Change (rders. On any Addenda and Change Orders under +ections C.>, and C.?, Contractor and its +ubcontractors sha!! be entit!ed to a mar*u$ not to e;ceed ten $ercent (6IL) in the aggregate of the Cost of the 3or* co ered by the Addendum or Change Order. @.A Trac1ing of Cost Impact of :ddenda and Change (rders. Contractor sha!! institute and maintain a !edger ty$e system to trac* the im$act of a!! increases and decreases to the Owner< A!!ocated +hares of the Cost of the 3or* resu!ting from any Addenda or Change Orders a$$ro ed by Contractor and Owner. Contractor sha!! month!y, and more fre-uent!y u$on re-uest, re$ort to the Owner the cumu!ati e im$act of such Addenda and Change Orders u$on their res$ecti e A!!ocated +hares of the Cost of the 3or*. 4f a$$!icab!e, the Parties sha!! modify the Pro,ect +chedu!e and Payment 1i!estones to ref!ect the im$act of Addenda and Change Orders.

:)TIC%E A - P:HGECT 2() 0()I

A.* Payment Gilestones5 Payment /chedule. H.6.6 Progress "e$ort and 4n oice. H.6.6.6 On or about the fifth #usiness &ay of each ca!endar month, Contractor sha!! submit to Owner (i) its in oice, and (ii) a $rogress re$ort co ering the $re ious ca!endar month (the Payment Period) containing at a minimum the fo!!owing information (Progress "e$ort)9 (6) A descri$tion of the 3or* $erformed during the Payment Period and a!! Payment 1i!estones achie edD (8) A descri$tion of the 3or* not yet $erformed, if any, necessary to meet the Pro,ect +chedu!e for such Payment PeriodD (=) A descri$tion of the 3or* and the re!ated Payment 1i!estones antici$ated to be $erformed or achie ed during the ne;t monthD (>) A statement of the amount due Contractor for 3or* for which $ayment was withhe!d from an ear!ier $aymentD (?) A statement of a!! sums $re ious!y $aid to ContractorD (@) Partia! !ien wai ers from Contractor co ering a!! the 3or* through the immediate!y $receding Payment PeriodD (A) An u$dated Pro,ect +chedu!e showing $rogress to date, any fai!ures to meet the Pro,ect +chedu!e, the current schedu!e of acti ities and a forecast of acti ities remaining to be $erformedD (C) 4nformation regarding unusua! weather conditions or )orce 1a,eure e ents encountered during the Payment Period that ha e affected the 3or*D (H) A discussion of any $rob!ems encountered during the $eriod and the remedies effected or $!annedD (6I) #u!* -uantities insta!!ation cur es showing $!anned ersus com$!eted -uantities (e.g., concrete, , $i$ing, conduit and wire)D (66) Any interim $ayment by Contractor to the +ubcontractors that ob!igates Owner to $ay interest to Contractor as $art of the in oiced 1i!estone Payment, together with the amount of interest that is $ayab!eD (68) Any other information reasonab!y re-uested in writing by either OwnerD (6=) Ga!ue of Change Orders and Addendums added to the Payment 1i!estone +chedu!eD (6>) 4temi'ation and a!!ocation of any E;c!uded .1P CostsD and (6?) 4f re-uested by Owner9 a) the dates of any Payment 1i!estones for 1a,or E-ui$ment +u$$!ier contract $ayments coming due before the ne;t month!y Payment &ue &ateD and b) Contractor<s good faith estimate of a!! $ayro!! and other +ubcontractor and +u$$!ier $ayments (together with the estimated $ayment dates) that Owner wi!! need to ma*e, $rior to the ne;t month!y Payment &ue &ate to a oid or minimi'e interest charges. H.6.6.8 4n the e ent either Owner reasonab!y determines that Contractor has not met a Payment 1i!estone in accordance with the Payment 1i!estone +chedu!e during the a$$!icab!e $eriod, Owner may withho!d an amount e-ua! to the a!ue of the Payment 1i!estone not com$!eted unti! such Payment 1i!estone is com$!eted. 4n the e ent of any such withho!ding, the dissatisfied Owner sha!! de!i er to Contractor, not !ater than the Payment &ue &ate for the $ayment from which such withho!ding is being made, a written 2otice s$ecifying the basis for the withho!ding. Contractor sha!! be $aid such withhe!d amount, without interest, on succeeding Payment &ate(s) when and to the e;tent Contractor demonstrates and Owner reasonab!y agrees that the $re ious!y un,ustified $ayment has become ,ustified. 4f the dis$uting Owner and Contractor agree before the ne;t Payment &ue &ate that any Payment 1i!estone $ayment was wrong!y withhe!d, then the dis$uting Owner sha!! $ay to Contractor on the ne;t Payment &ue &ate interest at the 5ate Payment "ate on any monies that were wrong!y withhe!d. 4n the e ent of any withho!ding dis$ute that is not reso! ed by the ne;t Payment &ue &ate, Contractor sha!! ha e the right to ha e the P1FC1 re iew the dis$ute and the dis$uting Owner<s reasons

for withho!ding $ayment. 4f the P1FC1 conc!udes the withho!ding is ,ustified, then Contractor sha!! not be entit!ed to be $aid the withhe!d amount un!ess and unti! it addresses any reasons for withho!ding that are confirmed by the P1FC1. 4f the P1FC1 conc!udes that the withhe!d $ayment was wrong!y withhe!d, then the withho!ding Owner sha!! immediate!y $ay to Contractor, the wrong!y withhe!d amount, together with interest at the 5ate Payment "ate on the withhe!d Payment 1i!estone $ayment(s), from the Payment &ue &ate unti! the wrong!y withhe!d amount is $aid in fu!!. H.6.6.= 4n the e ent Contractor owes Owner any amounts under this Agreement and such amounts remain un$aid =I &ays after 2otice thereof, Owner may offset such amounts from any $ayment hereunder. H.6.6.> Contractor sha!! not cease or reduce the rate of its $erformance under this Agreement on account of any withho!ding under this +ection H.6. H.6.8 Payment. Other than amounts $ro$er!y withhe!d $ursuant to +ections H.6 and H.8, and retainage as described in +ection H.=, Owner sha!! $ay the a$$!icab!e $ayment for each Payment 1i!estone within =I days after Contractor in oices the a$$!icab!e Payment 1i!estone (the Payment &ue &ate). H.6.= 4nterest. Owner wi!! $ay actua! reasonab!e interest cost incurred by Contractor to ad ance funds for $ayments to +ubcontractors. A.+ )etainage. A!! amounts $aid by Owner to Contractor $ursuant to the Payment 1i!estone schedu!e for 2on71a,or E-ui$ment and +er ices $rior to Commercia! O$eration sha!! be sub,ect to retainage of ten $ercent (6IL) unti! the aggregate retainage reaches "Cap amount$ , whereu$on the +tate sha!! not withho!d any further retainage. J$on 1echanica! Com$!etion, one7ha!f of the retainage withhe!d, !ess the Punch 5ist /o!dbac* Amount, sha!! be re!eased to Contractor. A.. 2inal Payment. J$on (a) )ina! Com$!etion, (b) the $ro ision by Contractor of !ien wai ers for a!! remaining !iens on the Pro,ect to Owner and (c) acce$tance of the 3or* by Owner in accordance with +ection 6I.@, Owner sha!! $ay the )ina! Payment.

:)TIC%E *B - C(GGECCEGECT :C# PE)2()G:CCE (2 0()I *B.* Commencement5 /chedule. Contractor sha!! commence $erformance of the 3or* at the ear!iest reasonab!e time (the Construction Commencement &ate) but no !ater than =I days fo!!owing the !ast to occur of the fo!!owing9 (a) issuance of any Authori'ations re-uired for the )aci!ityD (b) com$!etion of the fina! foundation drawings for the Pro,ectD (c) a ai!abi!ity of suitab!e weather conditions for the commencement of constructionD and (d) Owner ha ing in $!ace a!! insurance $o!icies re-uired of them under this Agreement. *B.+ Gechanical Completion. 1echanica! Com$!etion sha!! occur when, e;ce$t for minor items of the 3or* that wou!d not affect the $erformance or o$eration of the )aci!ity such as $ainting, !andsca$ing and so forth (a) a!! materia!s and e-ui$ment for the )aci!ity ha e been insta!!ed substantia!!y in accordance with the +$ecificationsD (b) a!! systems re-uired to be

insta!!ed by Contractor ha e been insta!!ed and tested (e;c!uding Acce$tance Testing)D (c) a!! the e-ui$ment and systems can be o$erated in a safe and $rudent manner and ha e been insta!!ed in a manner that does not oid any +ubcontractor e-ui$ment or system warrantiesD (d) the )aci!ity is ready to commence start7u$, Acce$tance Testing, and o$erationsD (e) a Punch 5ist of the uncom$!eted items is estab!ished by Contractor and mutua!!y agreed u$on by the Parties, provided that if Contractor and Owner disagree as to whether a $articu!ar item sha!! a$$ear on the Punch 5ist, the 4nde$endent Engineer sha!! $rom$t!y decide the dis$uteD (g) a!! 3or*, other than Punch 5ist items and Acce$tance Testing and any other 3or* se-uenced after 1echanica! Com$!etion, has been com$!etedD and (h) the 4nde$endent Engineer certifies each of the foregoing in writing to the Owner. *B.. Commercial (peration. Commercia! O$eration sha!! be deemed to ha e occurred as of the first $oint in time after (i) 1echanica! Com$!etion of the )aci!ity has occurred, as determined by the 4nde$endent EngineerD (ii) com$!etion of Acce$tance Testing $ursuant to +ection 66.8, or a!ternati e!y satisfaction of Contractor<s Acce$tance Test re!ated ob!igations in +ection 66.= (inc!uding, if a$$!icab!e, $ayment of !i-uidated damages $ursuant to +ection 66.=)D and (iii) when the )aci!ity is used and usefu! for the $ur$ose of de!i ering e!ectric energy to Owner (other than e!ectric energy de!i ered during )aci!ity +tart J$ and Acce$tance Testing). 4f the Owner dis$utes that Commercia! O$eration has occurred, it sha!! $ro ide written notice to that effect to Contractor, s$ecifying the basis for dis$uting Commercia! O$eration and the Parties in dis$ute sha!! thereafter uti!i'e the dis$ute reso!ution $rocedures in Artic!e 68 to reso! e the dis$ute. )ai!ure of the Owner to $ro ide such written notice within ten (6I) #usiness &ays after recei$t of notice of Commercia! O$eration sha!! constitute wai er of the Owner<s right to dis$ute that Commercia! O$eration has occurred. *B.4 Punch %ist. A !ist of the uncom$!eted items for the Pro,ect sha!! be estab!ished by Contractor $rior to 1echanica! Com$!etion (the Punch 5ist). The Punch 5ist may be amended from time to time, u$on written Agreement of the Parties, $rior to )ina! Com$!etion. The Punch 5ist sha!! inc!ude a!! de!i erab!es through )ina! Com$!etion. The Punch 5ist /o!dbac* Amount sha!! be two times the aggregate of the a!ue of the Punch 5ist items agreed to by the Parties, or determined by the 4nde$endent Engineer, if the Parties cannot agree. The Punch 5ist /o!dbac* Amount sha!! be withhe!d from $ayments due u$on 1echanica! Com$!etion, and the agreed a!ue of each Punch 5ist item sha!! be $aid to Contractor u$on com$!etion of the Punch 5ist item and any remaining Punch 5ist /o!dbac* Amount sha!! be $aid to Contractor u$on com$!etion of a!! Punch 5ist items. *B.< 2inal Completion. )ina! Com$!etion occurs after Commercia! O$eration has occurred and any remaining Punch 5ist items ha e been finished. Contractor wi!! notify Owner when it considers that )ina! Com$!etion has occurred. 4f the Owner dis$utes that )ina! Com$!etion has occurred, it sha!! $ro ide written notice to that effect to Contractor s$ecifying the basis for dis$uting )ina! Com$!etion and the Parties in dis$ute sha!! thereafter use the dis$ute reso!ution $rocedures in Artic!e 68 to reso! e the dis$ute. )ai!ure of the Owner to $ro ide such written notice within 6I #usiness &ays after the

initia! notice from Contractor sha!! constitute wai er of the Owner<s rights to dis$ute that )ina! Com$!etion has occurred. A"T4C5E 66 7 ACCEPTA2CE TE+T42.D CAPAC4TM .JA"A2TEED CO1P5ET4O2 .JA"A2TEED 3A""A2T4E+D 5414TAT4O2 O) 54A#454TM **.* :cceptance Tests. Contractor wi!! be res$onsib!e for coordinating the Acce$tance Tests of the )aci!ity as more $articu!ar!y set forth in +ection 66.8 and +chedu!e 444 of this Agreement (the Acce$tance Tests). +uch Acce$tance Tests sha!! be conducted by one or more -ua!ified inde$endent testing com$anies a$$ro ed by the Parties (the Testing Engineer). **.+ :cceptance Testing. 66.8.6 .enera!. 3ithin @I days fo!!owing 1echanica! Com$!etion, Contractor sha!! cause the Testing Engineer to conduct the initia! Acce$tance Test, sub,ect to +ection 66.8.= be!ow. The Acce$tance Tests sha!! be conducted in accordance with +chedu!e 444. 66.8.8 Procedure. 66.8.8.6 The $rocedures for conduct of the Acce$tance Test are set forth in +chedu!e 444. Either Party may $ro$ose changes to a test $rocedure at any time u$ to @I days $rior to commencement of the initia! Acce$tance Test, and each Party agrees to coo$erate in good faith in e a!uating such change. 2o change sha!! be effecti e, howe er, without written acce$tance of Owner and Contractor. 66.8.8.8 Contractor sha!! gi e Owner and Engineer =I days< ad ance written notice of the time it e;$ects the -ua!ified inde$endent testing com$any to conduct the initia! Acce$tance Test. Owner, Engineer and their re$resentati es may obser e any Acce$tance Test conducted by the Testing Engineer in order to confirm the Testing Engineer<s com$!iance with the $rocedures set forth in +chedu!e 444. 66.8.= Acce$tance Testing PeriodD "e$eat Tests. Contractor, sub,ect to the $ro isions of this +ection 66.8.= and +chedu!e 444, may re$eat an Acce$tance Test as Contractor deems a$$ro$riateD $ro ided, that a!! Acce$tance Tests must be com$!eted by @I days after the )aci!ity achie es 1echanica! Com$!etion (the Acce$tance Testing Period), un!ess9 (a) the Parties agree otherwise in writingD or (b) the Acce$tance Testing Period is e;tended by )orce 1a,eure, but not beyond the &e!ay &efau!t &ate. Contractor sha!! bear the costs of $erforming the re$eat Acce$tance Tests. Contractor sha!! gi e Owner and Engineer not !ess than the fo!!owing ad ance notice of each Acce$tance Test fo!!owing the initia! Acce$tance Test9 (i) if the Acce$tance Test is a $rom$t retest which mere!y continues a $re ious!y commenced Acce$tance Test or $rom$t!y fo!!ows a fai!ed Acce$tance Test, not !ess than 8> hours ad ance noticeD and (ii) if the Acce$tance Test is a new Acce$tance Test that fo!!ows an interim $eriod of more than 6I #usiness &ays during which no Acce$tance Testing has occurred, then not !ess than = #usiness &ays ad ance notice, un!ess a shorter $eriod is agreed to by the Parties. 66.8.> Acce$tance Test "esu!ts. 66.8.>.6 After the Testing Engineer com$!etes an Acce$tance Test, Contractor sha!! gi e written notice thereof to Owner and Engineer and sha!! $ro ide Owner and Engineer with a!! gross and reduced data for such test in accordance with +chedu!e 444.

66.8.>.8 4f the Testing Engineer determines that the Acce$tance Test was successfu!!y com$!eted, Contractor sha!! ensure that the Testing Engineer notifies Owner and Engineer thereof $rom$t!y fo!!owing determination to that effect, inc!uding $ro iding them a co$y of the written test re$ort. 66.8.? Contractor to Prom$t!y Commence and Com$!ete Acce$tance Testing. Contractor sha!! $rom$t!y commence and com$!ete Acce$tance Testing fo!!owing 1echanica! Com$!etion. **.. :cceptance Test Capacity Euarantee. At the end of Acce$tance Testing Period under +ection 66.8.=, the )aci!ity sha!! ha e demonstrated the ca$abi!ity to $roduce "/pecification of performance standard for production of electricity$ , based u$on the Acce$tance Testing resu!ts. Contractor hereby guarantees that the )aci!ity sha!! $erform at not !ess than HAL of the Promised Ca$acity by the end of the Acce$tance Testing Period (the Acce$tance Test Ca$acity .uarantee). Contractor and the Testing Engineer sha!! be entit!ed to conduct and erify satisfaction of the Acce$tance Tests in stages and in such order as may be a$$ro$riate gi en the a ai!ab!e testing conditions. 4n the e ent that the )aci!ity fai!s to meet the Acce$tance Test Ca$acity .uarantee, the fo!!owing sha!! a$$!y9 66.=.6 4f either the actua! tested $erformance is !ess than HAL but greater than HIL of the Promised Ca$acity (the 1inimum "e-uired Ca$acity), Contractor may, at its so!e o$tion, e!ect to either (i) ma*e (or cause to be made) the modifications, im$ro ements, redesign, re$airs or reconstruction ("emedia! 1easures) necessary to cause the )aci!ity to meet the Acce$tance Test Ca$acity .uarantee as e idenced by re$eat Acce$tance TestsD or (ii) $ay !i-uidated damages to Owner as fo!!ows9 )or each I.6L be!ow HAL of the Promised Ca$acity, the !i-uidated damages sha!! be "%i!uidated damages amount$ . Contractor<s ob!igations under this +ection to underta*e "emedia! 1easures andFor $ay !i-uidated damages sha!! be counted toward and sub,ect to the &amages Ca$ set forth in +ection 66.6I. 66.=.8 4f the actua! tested ca$acity of the )aci!ity is !ess than the 1inimum "e-uired Ca$acity, Contractor sha!! conduct "emedia! 1easures unti! the ear!ier in time to occur of the fo!!owing9 (a) the actua! tested ca$acity of the )aci!ity is at !east e-ua! to the 1inimum "e-uired Ca$acityD or (b) Contractor reaches the &amages Ca$ set forth in +ection 66.6I. **.4 Euaranteed Gechanical Completion #ate5 #elay #efault #ate. Contractor hereby guarantees (the 1echanica! Com$!etion &ate .uarantee) that the )aci!ity sha!! ha e achie ed 1echanica! Com$!etion on or before the .uaranteed 1echanica! Com$!etion &ate. 4n the e ent that the )aci!ity has not achie ed 1echanica! Com$!etion on or before the .uaranteed 1echanica! Com$!etion &ate, then Contractor sha!! $ay to Owner !i-uidated damages as fo!!ows9 (a) N?,IIIFday for each day or a $ortion thereof for the first =I days beyond the .uaranteed 1echanica! Com$!etion &ate that the Pro,ect has not achie ed 1echanica! Com$!etionD (b) N6I,IIIFday for each day in e;cess of =I days beyond the .uaranteed 1echanica! Com$!etion &ate that the Pro,ect has not achie ed 1echanica! Com$!etion. 4f the )aci!ity fai!s to achie e 1echanica! Com$!etion by the &e!ay &efau!t &ate, then this sha!! be an Contractor E ent of &efau!t as $ro ided in +ection 6=.6.?.

**.< Compliance with /tandards. 4n the e ent the )aci!ity contains any design or construction defects (&efects) that cause it to fai! to meet any design, construction or 1echanica! Com$!etion standard in the +$ecifications or the Agreement, then Contractor sha!!, at no e;$ense to Owner (e;ce$t in the case of omitted e-ui$ment and materia!s, as $ro ided in this Artic!e 66), ma*e (or cause to be made) the "emedia! 1easures necessary to remedy the &efects. 4n the e ent the "emedia! 1easures inc!ude su$$!ying e-ui$ment and materia!s that were necessary to the )aci!ity, but omitted from its construction, Owner sha!! $ay for the costs of such omitted e-ui$ment and materia!s as $art of the Cost of the 3or* if such "emedia! 1easure is im$!emented to address &efects disco ered before the )aci!ity achie es 1echanica! Com$!etion. 4f the "emedia! 1easure is im$!emented to address &efects disco ered after the )aci!ity achie es 1echanica! Com$!etion, Owner sha!! not be ob!igated to $ay any $ortion of the cost of the omitted e-ui$ment and materia!s. **.> ContractorFs 0arranties. Contractor warrants to Owner as fo!!ows9 66.@.6 Contractor sha!! $erform the 3or*, inc!uding its design and engineering ser ices hereunder, and wi!! $rocure a!! materia!s hereunder using its best s*i!! and attention, in accordance with .ood Jti!ity Practice associated with engineering and $rocurement of faci!ities such as the )aci!ity. 66.@.8 Contractor sha!! $erform its construction ser ices hereunder in a good and wor*man!i*e manner and otherwise in accordance with .ood Jti!ity Practice associated with constructing faci!ities such as the )aci!ity. The )aci!ity wi!!, at a!! times through the Commercia! O$eration &ate, com$!y with a!! 5aws. Contractor sha!! ha e no ob!igation for breach of warranty under this +ection 66.@ to the e;tent any deficiencies are the resu!t of )orce 1a,eure, norma! wear and tear, misuse or neg!igence by Owner or someone other than Contractor acting on Owner<s beha!f. 66.@.= A!! materia!s $rocured or furnished by Contractor hereunder sha!! be new (un!ess otherwise agreed by Owner in writing), of good -ua!ity and in accordance with the s$ecifications set forth in this Agreement and the +chedu!es. **.? )epair and )eplacement of #efective 0or1. 4f any breach arises under Contractor<s warranties in +ection 66.@, Contractor sha!!, at its so!e cost and e;$ense and sub,ect to the &amages Ca$, $rom$t!y correct, re$!ace or re$air, at Owner<s se!ection, any defect in design, engineering, materia!s, wor*manshi$ or o$erabi!ity in the )aci!ity disco ered during the 3arranty Period. Any such correction, re$!acement or re$air $rior to 1echanica! Com$!etion sha!! not be considered a "emedia! 1easure. Contractor<s correction, re$!acement, or re$air sha!! be made with due regard to Owner<s o$erationa! re-uirements. **.@ /ubcontractor 0arranties5 /ubcontractor Protections for (wner. Contractor sha!! use its good faith efforts, in its negotiations with a!! +ubcontractors for the )aci!ity, to see that such +ubcontractors $ro ide commercia!!y reasonab!e remedies, inc!uding warranties, $erformance guarantees, and, where a$$ro$riate, !i-uidated damages. Contractor sha!! enforce a!! contractua! remedies and enforce any other remedies against the +ubcontractors, inc!uding, without !imitation, those arising from +ubcontractors<

neg!igent acts or omissions (co!!ecti e!y, the +ubcontractor Protections). Contractor sha!! enforce, at its so!e e;$ense, a!! warranties contained within the +ubcontractor Protections for the +ubcontractor warranty $eriods $ro ided for the s$ecific e-ui$ment to which such warranties $ertain. The a$$!icab!e warranty $eriods that are *nown as of the date of this Agreement are set forth in +chedu!e 4B. J$on re-uest from any Party, Contractor sha!!, fo!!owing the negotiation of a!! +ubcontractor contracts, u$date +chedu!e 4B to ref!ect the fina! negotiated warranty $eriods. Contractor agrees to assign to Owner on and as of the Commercia! O$eration &ate any warranties, $erformance guarantees and re!ated !i-uidated damages $ro isions contained in any contracts between Contractor and +ubcontractors to the e;tent such assignments are $ermitted under the terms thereof. **.A Contractor Enforcement of /ubcontractor Protections. Contractor agrees to act on Owner< beha!f, at no additiona! cost to Owner, to enforce any +ubcontractor Protections with res$ect to 3or*D $ro ided, howe er, that Contractor may use its reasonab!e discretion on how best to a$$roach the reso!ution of any $articu!ar $rob!em, and $ro ided further that such enforcement ob!igation sha!! on!y !ast for the duration of the +ubcontractor Protection in -uestion. 4n the e ent that !itigation is necessary to enforce any +ubcontractor Protection, Contractor sha!! $ursue such !itigation at its own e;$ense. **.*B %imitation of %iability 66.6I.6 .2otwithstanding any $ro ision in this Agreement to the contrary, in no e ent sha!! the tota! !iabi!ity of Contractor or .uarantor to Owner for !i-uidated damages and "emedia! 1easures under +ection 66.= and 66.> e;ceed in the aggregate "Cap amount$ , $ro ided that this !imitation sha!! not a$$!y to direct damages fo!!owing an Contractor E ent of &efau!t $ursuant to Artic!e 6=, or indemnification ob!igations $ursuant to +ection 66.66, and this !imitation in no way affects Contractor<s abso!ute ob!igation to bring the )aci!ity to 1echanica! Com$!etion. 4n addition to the foregoing !iabi!ity, Contractor sha!! de!i er to the +tate "Percent$ of any amounts reco ered from or recei ed from endors, design $rofessiona!s and contractors or from the insurance com$anies or other indemnitors for errors and omissions, !ate com$!etion $ena!ties, !i-uidated damages and $erformance guarantees (co!!ecti e!y, +ubcontractor "eco eries). 4f Owner<s c!aim re!ates to the .uaranteed 1a;imum Price, then the remedy of Contractor $aying the e;cess o er NHI,III,III of the +tate<s A!!ocated +hare of the Cost of the 3or* as set forth in +ection A.6 sha!! a$$!y. 4f the +tate<s c!aim arises under any other $ro ision of this Agreement and the [Percent] share of +ubcontractor "eco eries fu!!y com$ensates Owner for its actua! direct damages (which actua! direct damages, in the case of +ections 66.= and 66.> of this Agreement, sha!! be the amount of !i-uidated damages ca!cu!ated using the formu!as in those sections), then Owner sha!! not be entit!ed to recei e any further amounts from Contractor. /owe er, if the amounts recei ed from a!! +ubcontractor "eco eries are not ade-uate to com$ensate Owner for its actua! direct damages, Owner sha!! be entit!ed to demonstrate and reco er its actua! direct damages from Contractor, sub,ect to (as to c!aims under +ection 66.= and +ection 66.>) the [:mount] !i-uidated damages !iabi!ity ca$ contained in this +ection 66.6I. The !imitation of !iabi!ity to Owner for !i-uidated damages and "emedia! 1easures as described in this +ection 66.6I is sometimes referred to herein as the &amages Ca$.

66.6I.8 APART FROM THE GUARANTEES AND OTHER REMEDIES PROVIDED IN THIS AGREEMENT, CONTRACTOR HEREBY DISCLAIMS ANY OTHER WARRANTIES, OR PERFORMANCE GUARANTEES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 66.6I.= Owner sha!! not be !iab!e for any !ost $rofits or indirect, s$ecia!, mu!ti$!e, or $uniti e damages. **.** Indemnification. Owner sha!! assume and retain a!! !iabi!ity, inc!uding c!aims, demands, !osses, costs, damages and e;$enses of e ery *ind and descri$tion, or damages to $ersons or $ro$erty arising out of or in connection with or occurring during the course of this Agreement, where such !iabi!ity is $ro;imate!y caused by the acts or omissions of any of the officers, em$!oyees or agents of Owner whi!e acting within the sco$e of their em$!oyment. Contractor sha!! indemnify Owner against any and a!! !oss or damages that Owner may incur as a resu!t of any c!aim of Persons other than Owner, Contractor, or their res$ecti e em$!oyees and agents, to the e;tent same (a) arise out a breach by Contractor of its ob!igations under this Agreement, or (b) are caused by the neg!igence or intentiona! or wi!!fu! misconduct of Contractor, the +ubcontractors or their agents or em$!oyees. Contractor sha!! indemnify and ho!d harm!ess Owner from a!! !iabi!ities, damages, costs or e;$enses incurred by Owner by reason of any !ien fi!ed against the )aci!ity by any +ubcontractor of Contractor in connection with the $erformance of the 3or*. Any Party entit!ed to indemnification or other $rotection under this +ection 66.66 sha!! *ee$ the benefited $arty a$$rised of the status of a!! c!aims with res$ect to which it is entit!ed to such indemnification or $rotection, and sha!! not sett!e any such c!aim without the consent of the benefited $arty, such consent not to be unreasonab!y withhe!d or undu!y de!ayed.

:)TIC%E *+ - #I/P8TE )E/(%8TI(C *+.* In Eeneral. The Parties sha!! attem$t to sett!e e ery dis$ute arising out of or in connection with this Agreement (&is$ute), by fo!!owing the dis$ute reso!ution $rocess set forth be!ow in this Artic!e 68, to the e;tent $ermitted by 5aw. 68.6.6 1utua! &iscussions. 4f any dis$ute or difference of any *ind whatsoe er (a O&is$uteO) arises between the Parties in connection with, or arising out of, this Agreement, the Parties within =I days sha!! attem$t to sett!e such &is$ute in the first instance by mutua! discussions between Owner and Contractor. 68.6.8 )urther Procedures. 4f the &is$ute cannot be sett!ed within =I days by mutua! discussions, then the &is$ute sha!! be fina!!y sett!ed under the $ro isions of this +ection 68.6.8 or +ection 68.6.=. 4f the Parties fai! to reso! e any dis$ute through discussions within [Cumber] #usiness &ays, either Party sha!! ha e the right to $ro ide written notice of the &is$ute to the $resident or chief e;ecuti e officer (+enior 1anagement) of the other Party. J$on a time!y referra!, the +enior 1anagement of the Parties sha!! consider the &is$ute, re iew such re!e ant information as they may determine and issue their decision (which decision sha!! be confirmed in writing) within ? #usiness &ays after recei ing the referra!. 4f the +enior 1anagement of the Parties

cannot reso! e the issue within the fi e #usiness &ay $eriod, then the Parties sha!! ha e the rights set forth be!ow in +ection 68.6.=. 68.6.= Arbitration. +ub,ect as hereinafter $ro ided, any &is$ute arising out of. or in connection with, this Agreement and not sett!ed by +ection 68.6.6 or +ection 68.6.8 of this Agreement may (regard!ess of the nature of the &is$ute) be submitted by either Party to arbitration and fina!!y sett!ed in accordance with J2C4T"A5 "u!es of 4nternationa! Arbitration. *+.+ Continued Performance. &uring the conduct of dis$ute reso!ution $rocedures $ursuant to this Artic!e 68, (a) the Parties sha!! continue to $erform their res$ecti e ob!igations under this Agreement, and (b) no Party sha!! e;ercise any other remedies hereunder arising by irtue of the matters in dis$ute.

:)TIC%E *. - #E2:8%T/5 )EGE#IE/5 TE)G5 TE)GIC:TI(C *..* Contractor #efault. The occurrence of any of the e ents set forth be!ow sha!! constitute a Contractor E ent of &efau!t under this Agreement9 6=.6.6 #an*ru$tcy. Contractor becomes inso! ent, or become the sub,ect of any ban*ru$tcy, inso! ency or simi!ar $roceeding, which, in the case of any such $roceeding that a third $arty brings against either of them, has not been terminated, stayed, or dismissed within @I #usiness &ays after it was commenced, un!ess the affected Party $ro ides e idence to Owner of that Party<s abi!ity to $erform a!! of its ob!igations under this AgreementD or 6=.6.8 )ai!ure to 1aintain 4nsurance. Contractor fai!s to maintain the insurance co erages re-uired under +ection >.8I as set forth in +chedu!e 44 heretoD or 6=.6.= )ai!ure to Perform. Contractor sha!! ha e defau!ted in its $erformance under any other materia! $ro ision of this Agreement and sha!! ha e fai!ed to cure such defau!t within =I days fo!!owing de!i ery to Contractor of a 2otice from Owner to cure such defau!t, or if a cure cannot be effected within such =I day $eriod, such $eriod sha!! e;tend for a reasonab!e $eriod of time, but not to e;ceed a tota! of @I days, so !ong as Contractor is $roceeding di!igent!y to cure such defau!t throughout such $eriodD or 6=.6.> "e$resentation )a!se. Any materia! re$resentation made by Contractor herein sha!! ha e been fa!se or mis!eading in any materia! res$ect when madeD or 6=.6.? )ai!ure to Achie e 1echanica! Com$!etion. 4f 1echanica! Com$!etion is not achie ed by the &e!ay &efau!t &ateD or 6=.6.@ )ai!ure to Obtain Authori'ation. The Pro,ect cannot $roceed to com$!etion as the u!timate resu!t of a refusa! of .o ernmenta! Authority to a$$ro e the Pro,ect or any other Authori'ation, which refusa! is due so!e!y to the neg!igence or wi!!fu! misconduct of Contractor. *..+ (wnerFs #efault )emedies :gainst Contractor. 4f a Contractor E ent of &efau!t sha!! ha e occurred and be continuing, either Owner sha!! ha e the right to terminate this Agreement by notice to Contractor. 4n the e ent of such termination9 6=.8.6 4f re-uested by an Owner, Contractor sha!! withdraw from the +ite, sha!! assign to the Owner (without future recourse to Contractor) such of Contractor<s

subcontracts as Owner may re-uest, and sha!! remo e such materia!s, e-ui$ment, too!s and instruments used and any debris or waste materia!s generated by Contractor in the $erformance of the 3or* as Owner may direct, and Contractor sha!! $rom$t!y de!i er to Owner a!! designs, drawings, and other documents re!ated to the Pro,ect. 4n the e ent of such termination, Contractor sha!! de!i er to Owner a!! materia!s and data for which tit!e has $assed to Owner. To the e;tent any s$ecific item of the 3or* is $artia!!y com$!ete at the time of termination, at the o$tion of either Owner, Contractor sha!! com$!ete such $artia!!y com$!eted 3or*. 4n such e ent, Owner sha!! $ay Contractor the amount that Owner wou!d ha e otherwise $aid to Contractor for such item of 3or* had such termination not occurred, !ess any damages $ayab!e hereunder. 6=.8.8 Owner, without incurring any !iabi!ity to Contractor, sha!! ha e the right to ha e the )aci!ity brought to )ina! Com$!etion. 4n such e ent, Contractor sha!! be !iab!e to Owner for the reasonab!y incurred costs to Owner of achie ing 1echanica! Com$!etion, inc!uding costs of acce!erated or e;$edited construction acti ities actua!!y $erformed in an attem$t to achie e 1echanica! Com$!etion (by the .uaranteed 1echanica! Com$!etion &ate if not yet $ast, or otherwise as e;$editious!y as $racticab!e), andFor to mitigate any de!ay by Contractor, and actua! costs for administering any subcontract and for !ega! fees associated with the termination. 3ith res$ect to the costs of $erforming any of the 3or* that fo!!ows after 1echanica! Com$!etion, Contractor<s !iabi!ity sha!! be !imited to the amounts set forth in +ection 66.6I. +uch costs and fees for which Contractor is !iab!e as set forth abo e (and for fai!ure to $erform as may be re-uested $ursuant to +ection 6=.8.6 abo e) may be deducted by Owner out of monies due, or that may at any time thereafter become due, to Contractor. 4f such costs e;ceed the sum that wou!d ha e otherwise been $ayab!e to Contractor under this Agreement, then Contractor sha!! be !iab!e for, and sha!! $rom$t!y, but in any e ent not more than 6I days after 2otice from Owner, $ay to Owner the amount of such e;cess e;c!uding Changes in the 3or* a$$ro ed by Owner fo!!owing such Contractor E ent of &efau!t. 6=.8.= J$on termination of the 3or* $ursuant to this Artic!e 6=, Contractor sha!! $rom$t!y submit to Owner an accounting of Contractor<s actua! costs for the 3or* $erformed $rior to the date of termination. 4f Owner e;ercises its right to ha e the 3or* finished, such amounts may be withhe!d unti! the 3or* is com$!eted and sha!! be used to offset any amounts due Owner $ursuant to +ection 6=.8.8. 2otwithstanding the foregoing such amounts may be withhe!d and a$$!ied to any !iabi!ity hereunder. 6=.8.> 2otwithstanding the a ai!abi!ity andFor e;ercise of the foregoing remedies, Owner sha!! ha e a!! such other remedies a ai!ab!e under a$$!icab!e 5aw. 6=.8.? 4n e;ercising any of the foregoing remedies, the Owner sha!! use reasonab!e efforts to mitigate its damages. *... (wnerFs Event of #efault. Each of the fo!!owing sha!! constitute an Owner<s E ent of &efau!t with res$ect to such Owner9 6=.=.6 )ai!ure to 1a*e a Payment to Contractor 3hen &ue. The fai!ure of an Owner to ma*e the fu!! amount of the $ayment to Contractor re-uired under this Agreement within = #usiness &ays fo!!owing notice of fai!ure to $ayD or 6=.=.8 #an*ru$tcy. An Owner becomes inso! ent, or become the sub,ect of any ban*ru$tcy, inso! ency or simi!ar $roceeding, which, in the case of any such $roceeding that a third $arty brings against either of them, has not been terminated, stayed, or

dismissed within @I #usiness &ays after it was commenced, un!ess the affected Party $ro ides e idence to Contractor of that Party<s abi!ity to $erform a!! of its ob!igations under this AgreementD or 6=.=.= "e$resentation )a!se. Any materia! re$resentation made by an Owner herein sha!! ha e been fa!se or mis!eading in any materia! res$ect when madeD or 6=.=.> )ai!ure to Perform. Either Owner<s fai!ure to $erform any of its res$ecti e non7$ayment ob!igations under this Agreement, and such fai!ure is not cured within =I days after recei$t of written notice thereof, or if a cure cannot be effected within such =I day $eriod, such $eriod sha!! e;tend for a reasonab!e $eriod of time, but not to e;ceed a tota! of @I days, so !ong as Owner is $roceeding di!igent!y to cure such defau!t throughout such $eriodD or 6=.=.? )ai!ure to 1aintain 4nsurance. 4f an Owner fai!s to obtain and maintain in effect through the Commercia! O$eration &ate such insurance as it is re-uired by this Agreement to obtain and maintainD or 6=.=.@ )ai!ure to Coo$erate or A!!ow Access. 4f an Owner fai!s to coo$erate with Contractor in any situation where such coo$eration is necessary to enab!e Contractor to carry out ob!igations under this Agreement. +uch fai!ure to coo$erate sha!! inc!ude, without !imitation, the fai!ure to assist in obtaining re-uired Authori'ations, the fai!ure to afford Contractor the access to the +ite, to the 5ay &own Areas, to the +oi! &is$osa! Area or to the Easement Areas necessary for Contractor and a!! $ersons retained by Contractor in connection with the Pro,ect to $erform their Pro,ect7re!ated duties. An Owner E ent of &efau!t sha!! not inc!ude any other defau!t by Owner of any of their ob!igations under this Agreement. *..4 Contractor )emedies for (wner Event of #efault. +ub,ect to the rights granted in +ection 6=.? be!ow, u$on the occurrence of an Owner E ent of &efau!t, Contractor sha!! ha e the right to terminate this Agreement, to order a!! +ubcontractors to sto$ 3or* and remo e a!! their too!s and e-ui$ment from the +ite, andFor $ursue a!! such remedies as may be a!!owed under this Agreement, at !aw or in e-uity. 4n addition, and without !imiting the foregoing remedies, Owner sha!! $ay to Contractor the amounts $ayab!e u$on termination under +ection 6=.A of this Agreement. *..< 2orce Gajeure5 2ailure of :uthori&ations. 6=.?.6 Effect. Any de!ays in or fai!ure of $erformance by a Party, other than the ob!igations to $ay monies hereunder, sha!! not constitute a defau!t hereunder if and to the e;tent such de!ays or fai!ures of $erformance are caused by )orce 1a,eure e ents. 6=.?.8 2otice of Occurrence and Effect. 6=.?.8.6 2otice of Occurrence. Any Party c!aiming that a )orce 1a,eure condition has arisen sha!! immediate!y notify the other Party of the same, sha!! act di!igent!y to o ercome, remo e andFor mitigate the effects of the e ent of )orce 1a,eure, sha!! notify the other Party on a continuing basis of its efforts to o ercome, remo e andFor mitigate the e ent of )orce 1a,eure and sha!! notify the other Party immediate!y when said condition has ceased. 6=.?.8.8 2otice of 4m$act. 4n addition to its ob!igations under +ection 6=.?.8.6, if Contractor c!aims there is a )orce 1a,eure condition, Contractor sha!! (i) $rom$t!y notify Owner, in writing of the nature, cause and cost of such )orce 1a,eure condition, (ii) state

whether and to what e;tent the condition wi!! de!ay the .uaranteed 1echanica! Com$!etion &ate, the &e!ay &efau!t &ate, the Commercia! O$eration &ate or )ina! Com$!etion &ate, (iii) state the date and time the )orce 1a,eure condition commencedD and (iii) state whether Contractor recommends that Owner initiate a Change Order $ursuant to Artic!e C. 6=.?.= Effect of )orce 1a,eure. 2o fai!ure or de!ay in $erformance under this Agreement sha!! be deemed to be a breach hereof to the e;tent such fai!ure or de!ay is occasioned by or due to )orce 1a,eure. 3ith res$ect to de!ay in $erformance, a )orce 1a,eure condition sha!! e;cuse such de!ay in $erformance on a day for day basis for a $eriod of time e-ua! to the duration of the )orce 1a,eure condition or the $eriod needed to remedy its effects, to the e;tent that such )orce 1a,eure condition causes a de!ay in the 3or*. 6=.?.> Termination. 4n the e ent that (a) Contractor or Owner are denied any re-uired Authori'ations, or such Authori'ations are obtained, but are withdrawn, or contain restrictions, -ua!ifications, or conditions that wou!d ha e a materia! ad erse effect on the benefits or ob!igations of the Parties, and the Parties are unab!e to reform this Agreement or agree u$on other mutua!!y acce$tab!e arrangements, or (b) if a )orce 1a,eure e ent continues for more than 6CI days after notice of the e ent of )orce 1a,eure is gi en under +ection 6=.?.8, or (c) the Pro,ect cannot $roceed to com$!etion as the u!timate resu!t of a refusa! of a .o ernmenta! Authority to a$$ro e the Pro,ect or to $ro ide any other Authori'ation, which refusa! or fai!ure is not due so!e!y to the neg!igence or wi!!fu! misconduct of the terminating Party, then such Party may terminate this Agreement, in its so!e discretion, within @I days after the conditions in (a), (b) or (c), by gi ing at !east 6I #usiness &ays $rior written notice to the other Parties. *..> )ight to Termination . 2o Party sha!! ha e the right to terminate this Agreement for cause or otherwise e;ce$t as described in +ection 6=.8, +ection 6=.>, +ection 6=.?, +ection 6>.8 and +ection 6@.86. *..? Effect of Termination 8nder /ections *..4, *..<, *4.+ 7 *>.+*. 4n the e ent that this Agreement is terminated by either $arty $ursuant to +ections 6=.> 6=.?, 6>.8 or 6@.86, Owner sha!! $ay to Contractor an amount e-ua! to the sum of (6) the Cost of the 3or* incurred by Contractor in connection with the 3or* and the Pro,ect as of the date of termination, $!us (8) to the e;tent not a!ready ref!ected in (6), any termination charges incurred by Contractor that are im$osed by +ubcontractors as a resu!t of the Termination and any other costs reasonab!y incurred by Contractor so!e!y as a resu!t of the termination to the e;tent that this sum is not reimbursed $ursuant to insurance $o!icies maintained by Contractor $ursuant to +chedu!e 44 (it being s$ecifica!!y understood that Owner sha!! be res$onsib!e for the $ayment of a!! deductib!e amounts under any said insurance $o!icies to the e;tent $ro ided in +chedu!e 44). J$on such $ayment by Owner, Owner sha!! ha e e;c!usi e Ownershi$ of the )aci!ity and the 3or* and Contractor sha!! ha e no further ob!igations with res$ect thereto. *..@ Completion5 /urvival. Jn!ess ear!ier terminated $ursuant to the terms of this Artic!e 6=, this Agreement sha!! be deemed to be com$!eted when both of the fo!!owing ha e ta*en $!ace9 (a) the )ina! Com$!etion &ate has occurred, and (b) Owner ha e $aid the

Cost of the 3or* in fu!! $ursuant to Artic!e H. 2otwithstanding the foregoing, Contractor<s ob!igations under +ection ?.>.= sha!! continue unti! the date that is A years after the )ina! Com$!etion &ate and Contractor<s ob!igations under +ection 66.C sha!! continue unti! the e;$iration of the a$$!icab!e +ubcontractor warranty $eriods $ursuant to +ection 66.C. 2otwithstanding anything in this Agreement to the contrary, the $ro isions of +ection 66.66 and Artic!e 68 sha!! sur i e the com$!etion or termination of this Agreement and nothing in this Agreement sha!! be deemed to !imit the a$$!icab!e statute of !imitations $eriod within which any Party may bring a c!aim for breach of this Agreement.

:)TIC%E *4 - 8TI%ITH )EE8%:T() G(#I2IC:TI(C/ *4.* 8tility )egulator Godifications. The Parties ha e been informed and ac*now!edge that9 (a) this Agreement wi!! re-uire the Parties to ma*e substantia! contractua! commitments and incur significant costs based u$on the terms of this Agreement, inc!uding the terms that recogni'e the $ossibi!ity that the Jti!ity "egu!ator may ta*e action that resu!ts in the rea!!ocation of costs within the )aci!ity or the rea!!ocation of ris*s between the PartiesD and (b) this Agreement wi!! be e;ecuted in ad ance of the Jti!ity "egu!ator<s a$$ro a! of the Pro,ect and the contem$!ated sa!e of its e!ectricity out$ut. The Parties agree that in the e ent that the Jti!ity "egu!ator ta*es action that resu!ts in the rea!!ocation of any costs or any ris*s re!ating to the )aci!ity in a manner that materia!!y affects any of the costs or ob!igations under this Agreement, the costs andFor ob!igations sha!! be ad,usted according!y among the Parties to this Agreement to ref!ect the effect of the Jti!ity "egu!ator<s action. To the e;tent that the Jti!ity "egu!ator or any other .o ernmenta! Authority im$oses any additiona! re-uirements or modifications that increase the o era!! cost of the 3or*, the Owner sha!! bear such cost increase. *4.+ Conditional )ight to Terminate 8pon Gaterial )eallocation of Costs. 4n the e ent that the Jti!ity "egu!ator rea!!ocates costs within the )aci!ity between the Parties in an amount that is greater than or e-ua! to "ma imum ris1 amount (wner will assume$ , then Owner sha!! thereu$on ha e the right, e;ercisab!e u$on not !ess than = #usiness &ays ad ance written notice to Contractor to terminate this Agreement. 2otwithstanding the foregoing, in the e ent that Contractor agrees to assume the e;cess of the amount of costs rea!!ocated by the Jti!ity "egu!ator o er $ma imum ris1 amount (wner will assume$ , there sha!! be no right to terminate this Agreement. *4.. Parties to #efend Cost :llocation. 4n the e ent that the Jti!ity "egu!ator cha!!enges this Agreement or any re!ated agreement, the Parties agree to use their good faith efforts to defend it in $roceedings before the Jti!ity "egu!ator.

:)TIC%E *< - E(JE)CICE %:05 ICTE)P)ET:TI(C *<.* Eoverning %aw. This Agreement sha!! be construed in accordance with the !aws of ":greed jurisdiction$ .

*<.+ Interpretation. 6?.8.6 +chedu!es are Part of Agreement. This Agreement inc!udes the attached +chedu!es 4 through B4. 6?.8.8 Entire Agreement. This Agreement, together with the +chedu!es attached hereto and the Co!!atera! Agreements, constitutes the entire agreement and com$!ete understanding between Contractor and Owner with res$ect to the sub,ect matter described herein and therein and su$ersedes a!! other understandings and agreements between the Parties with res$ect to such sub,ect matter. 6?.8.= Order of 4nter$retation. 4n the e ent of any inconsistencies between the terms and conditions of the body of this Agreement and the +chedu!es, the $ro ision of the body of this Agreement sha!! $re ai! o er the terms of any +chedu!e. 6?.8.> Ca$tions. Ca$tions or headings to Artic!es, +ections or $aragra$hs of this Agreement are inserted for con enience of reference on!y, and sha!! not affect the inter$retation or construction hereof. 6?.8.? Additiona! Princi$!es of Construction. The Agreement sha!! be inter$reted in a manner as to be consistent with the fo!!owing $rinci$!es9 6?.8.?.6 Jse of .ood Jti!ity Practice. 4t is the intent of the Agreement to re-uire the a$$!ication of .ood Jti!ity Practice to the 3or* where detai!s of such 3or* are not inc!uded, are incom$!ete, are not s$ecified, or are not c!ear!y defined in the +$ecifications. 6?.8.?.8 4ntegration of Pro,ect &ocuments. 4t is the intent of the Parties that the +$ecifications for the )aci!ity, this Agreement, and the +chedu!es hereto (the Pro,ect &ocuments) are to be inter$reted as an integrated who!e. 3here wor* or ob!igations are referenced in one of the Pro,ect &ocuments but not in another, Contractor sha!! coordinate the design and insta!!ation of the 3or* as if it were shown on both to the e;tent re-uired to com$!y with the Acce$tance Tests and .ood Jti!ity Practice. *<.. #rafting :mbiguities. Each Party to the Agreement and its counse! ha e re iewed and re ised the Agreement. The ru!e of construction that any ambiguities are to be reso! ed against the drafting $arties sha!! not be em$!oyed in the inter$retation of the Agreement, or any amendment thereto.

:)TIC%E *> - GI/CE%%:CE(8/ *>.* Third Party 'eneficiaries. E;ce$t with res$ect to the $ro isions of the Agreement $ertaining to assignment, the Agreement is not intended to and sha!! not create rights of any character whatsoe er in fa or of any $erson other than the Parties to the Agreement. *>.+ Eood 2aith and 2air #ealing. 3hene er the Agreement grants to any Party the right to ta*e action, e;ercise discretion, or determine whether to a$$ro e a $ro$osa! of any other Party, the Party $ossessing the right sha!! act in good faith and sha!! dea! fair!y with each other. 4n the e ent of a &is$ute, the Parties sha!! be ob!igated to ma*e a reasonab!e and di!igent effort to reso! e the &is$ute at the a$$ro$riate !e e! before in o*ing the dis$ute reso!ution $rocedures in Artic!e 68. Each of the Parties further

e;$ress!y agrees that at a!! times it wi!! e;ercise its good faith in the administration of this Agreement, and a!! actions of the Parties sha!! be designed to faci!itate the successfu! com$!etion of the 3or* by Contractor and to $romote the effecti e and efficient administration of this Agreement, and to achie e the ob,ecti e of $ro iding efficient, re!iab!e and economica! !ong term energy $roduction. The Parties further commit to act in a time!y fashion, consistent with maintaining the Pro,ect +chedu!e to9 (a) re iew a!! documents, (b) res$ond to a!! re-uests for information, (c) su$$ort a!! a$$!ications for Authori'ationsD (d) res$ond to re-uests for access to off site su$$ort faci!ities and other assistanceD and (e) reso! e a!! differences and &is$utes in a time!y fashion. *>.. /everability. E ery $art, term or $ro ision of the Agreement is se erab!e from others. 2otwithstanding any $ossib!e future finding by du!y constituted authority that a $articu!ar $art, term or $ro ision is in a!id, oid or unenforceab!e (but sub,ect to the effect of the Parties< agreements in +ection ?.= and Artic!e 6>), the Agreement has been made with the c!ear intention that the a!idity and enforceabi!ity of the remaining $arts, terms and $ro isions sha!! not be affected thereby. *>.4 /urvival. A!! re$resentations and warranties, and a!! agreements by the $arties in this Agreement to indemnify each other sha!! sur i e the termination of this Agreement. The termination of this Agreement sha!! not !imit or otherwise affect the res$ecti e rights and ob!igations of the Parties which accrued $rior to the date of termination, and which continue to e;ist fo!!owing the termination of this Agreement. *>.< Technical or Trade 8sage. 3hen words that ha e a we!!7*nown technica! or trade meaning are used to describe materia!s, e-ui$ment or ser ices, such words wi!! be inter$reted in accordance with such meaning. "eference to such standard s$ecifications, manua!s, or codes of any technica! society, organi'ation or association, or to the code of any go ernmenta! authority, whether such references be s$ecific or by im$!ication, sha!! mean the !atest standard s$ecification, manua! or code (whether or not s$ecifica!!y incor$orated by reference in the contract documents). Performance sha!! conform to the standards in effect at the time of $erformance and may change the duties and res$onsibi!ities of Contractor or Owner, or any of their agents, consu!tants, or em$!oyees from those set forth in the Agreement. *>.> :mendments and 0aivers. This Agreement may be amended on!y by a written instrument signed by a du!y authori'ed re$resentati e of each Party. The fai!ure of any Party to insist on one or more occasions u$on strict $erformance of the ob!igations owed it by the other $arties sha!! not wai e or re!ease such $arty<s right to insist on strict $erformance of such ob!igation or any other ob!igation in the future. *>.? Cotices. E;ce$t as e;$ress!y $ro ided otherwise in this Agreement, a!! notices gi en to any of the Parties $ursuant to or in connection with this Agreement sha!! be in writing, sha!! be de!i ered by hand, by certified or registered mai!, return recei$t re-uested, by facsimi!e transmission with confirmation, or by )edera! E;$ress, E;$ress 1ai!, or other nationa!!y recogni'ed o ernight carrier. 2otices are effecti e when recei ed. 2otice addresses are as fo!!ows9

4f to Contractor9 Cont a!to A"" e## An" St eet C$t%, State, Co&nt % 'Po#tal Co"e( Attent$on) Name 4f to Owner9 O*ne A"" e## An" St eet C$t%+, State+, Co&nt %+ 'Po#tal Co"e( Attent$on) Name+ *>.@ Change of :ddress. Any Party may, by written notice to the other Parties gi en in accordance with the foregoing, change its address for notices. *>.A /uccessors5 :ssignment. This Agreement sha!! be binding u$on the $arties and their res$ecti e successors and $ermitted assigns. 2o $arty sha!! ma*e any sa!e, assignment, mortgage, $!edge or other transfer of a!! or any $ortion of its rights or ob!igations under this Agreement, whether o!untari!y or in o!untari!y, by o$eration of !aw or otherwise, without the $rior written consent of the other PartyD $ro ided, howe er, that9 (a) any Party may ma*e a co!!atera! assignment of its interest in this Agreement to a )inancing PartyD and (b) this +ection 6@.68 sha!! not re-uire $rior written consent for any o!untary transfer in connection with a change in Ownershi$, or the merger, restructuring or conso!idation of Contractor, so !ong as the Agreement is transferred to an affi!iate and the Parent .uarantee continues to guarantee $erformance of the Agreement, as so o!untari!y transferred. Any successor to Contractor or Owner< res$ecti e interests under this Agreement sha!! assume in writing a!! res$onsibi!ities of Contractor or Owner, as the case may be under this Agreement. *>.*B Counterparts. This Agreement may be signed in counter$arts, each of which when so e;ecuted and de!i ered sha!! be an origina!, but a!! such counter$arts sha!! together constitute the same instrument. *>.** 2urther :ssurances. Each Party agrees to e;ecute and de!i er any such instruments and to $erform any such acts as may be necessary or reasonab!y re-uested by any other Party in order to gi e fu!! effect to the terms of this Agreement. *>.*+ Interest. Past due $ayments hereunder not contested in good faith sha!! bear interest from the due date unti! $aid at the 5ate Payment "ate. *>.*. )elationship to (ther :greements.. 6@.6=.6 The Parties recogni'e that this Agreement and other re!ated agreements re!ating to the )aci!ity entered into between Owner and Contractor and others (the Co!!atera! Agreements) constitute an integrated and com$rehensi e set of agreements that are intended to faci!itate the construction and o$eration of the )aci!ity to $ro ide

efficient, re!iab!e and economic !ong7term e!ectricity $roduction. To the e;tent $ermitted by 5aw, a!! of the Co!!atera! Agreements sha!! be read together to achie e these ob,ecti es and the Parties agree to su$$ort a!! such documents, regard!ess of whether they are a $arty to a $articu!ar Co!!atera! Agreement. 6@.6=.8 2otwithstanding +ection 6@.6@.6, the Agreement and the Co!!atera! Agreements are se$arate and inde$endent underta*ings by the Parties. Termination of one of these agreements sha!! not affect or im$air the rights or ob!igation of the Parties under the Co!!atera! Agreements, e;ce$t as otherwise s$ecifica!!y $ro ided herein and in the Co!!atera! Agreements. *>.*4 Co Partnership5 Third Party 'eneficiaries. The Parties hereby e;$ress!y disc!aim any intention to create a ,oint enture or $artnershi$ re!ation between the Parties. E;ce$t as e;$ress!y stated in this Agreement, there are no third $arty beneficiaries to this Agreement. *>.*< 2urther #ocuments and :ctions. Each Party sha!! $rom$t!y e;ecute and de!i er such further documents and assurances for and ta*e such further actions reasonab!e re-uested by the other Parties as may be reasonab!y necessary to carry out the intent and $ur$ose of this Agreement. *>.*> Time of the Essence5 Cooperation to Control Costs. The Parties recogni'e that time is of the essence in designing and com$!eting construction of the )aci!ity. The Parties agree to use their good faith efforts to coo$erate with each other and, where a$$!icab!e, with +ubcontractors to *ee$ the Pro,ect on schedu!e, to contro! Pro,ect costs and to refrain from actions that dri e u$ the Pro,ect costs or in,ect de!ay into the Pro,ect +chedu!e. *>.*? /tate )ight to :pprove5 2ailure to Promptly )espond #eemed :pproval. 4n a!! instances in this Agreement where Owner has the right to $ro ide feedbac* or a$$ro e of the actions of Contractor with res$ect to the construction $rocess, inc!uding without !imitation, the Owner<s feedbac* and a$$ro a! rights under Artic!e >.8 (+ubcontractors), Artic!e >.8.? (:AF:C &irector), and Artic!e >.8.@ (+afety &irector), Owner sha!! use its best efforts to $rom$t!y res$ond, with due regard to the time sensiti ity of the $articu!ar situation. Jn!ess e;$ress!y $ro ided otherwise in this Agreement, in the e ent the Owner fai!s to res$ond in any such situation within 6I #usiness &ays of the de!i ery of the information or notice that triggers the Owner<s right to a$$ro e or $ro ide feedbac*, the Parties agree that Owner sha!! be deemed to ha e a$$ro ed the item in -uestion or to ha e wai ed its right to $ro ide feedbac*, as the case may be. *>.*@ Contingent (n Issuance of CPCC and (ther :uthori&ations. The Parties ob!igations to continue to $roceed in accordance with this Agreement are contingent u$on the issuance of the certificate of $ub!ic con enience and necessity (CPC2) and any other re-uired Authori'ations for the )aci!ity. 4f the Jti!ity "egu!ator has not issued the CPC2 for the Pro,ect by PP"Insert #ate$PPP, then Owner sha!! ha e the right to terminate this Agreement by written notice to Contractor.

42 34T2E++ 3/E"EO), the Parties ha e caused this Agreement to be e;ecuted and de!i ered by their du!y authori'ed officers as of the date first set forth abo e. CONTRACTOR #y9 PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP 4ts9 PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP OWNER #y9 PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP 4ts9 PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP

Atta!,e" S!,e"&le#) +chedu!e 4 77 &efinitions +chedu!e 44 77 4nsurance +chedu!e 444 77 Acce$tance Testing +chedu!e 4G 77 Payment +chedu!e +chedu!e G 77 5ay &own Areas +chedu!e G4 77 .1P Tem$!ate +chedu!e G44 77 The 3or* +chedu!e G444 77 A$$ro ed Construction +ubcontractors and 1a,or E-ui$ment +u$$!iers +chedu!e 4B 77 +ubcontractor 3arranties +chedu!e B 77 )orm of Parent .uarantee +chedu!e B4 77 .o ernmenta! Authori'ations to be Obtained for Pro,ect

S!,e"&le I De-$n$t$on# .A!!eptan!e Te#t#/A!!eptan!e Te#t$n01 sha!! mean the $erformance tests, to be $erformed on the )aci!ity as more $articu!ar!y set forth on +chedu!e 444, inc!uding any ad,ustments thereto as $ro ided in this Agreement or as otherwise agreed to by the Parties to address the conditions $resent at the time the )aci!ity is a ai!ab!e for testing. .A!!eptan!e Te#t Capa!$t% G&a antee1 sha!! ha e the meaning assigned to it in +ection 66.=. .A!!eptan!e Te#t$n0 Pe $o"1 sha!! ha e the meaning set forth in +ection 66.8.=. .A""en"&m1 or .A""en"a1 sha!! ha e the meaning assigned to it in +ection C.6. .A--$l$ate1 sha!! mean (i) any Person that direct!y or indirect!y, through one or more intermediaries, contro!s, is contro!!ed by, or is under common contro! with a Party, and (ii) any Person that, direct!y or indirect!y, is the beneficia! owner of fi e $ercent (?L) or more of any c!ass of e-uity securities of, or other Ownershi$ interests in, a Party or of which the Party is direct!y or indirect!y the owner of fi e $ercent (?L) or more of any c!ass of e-uity securities or other Ownershi$ interests. A0 eement sha!! ha e the meaning assigned to it in the first $aragra$h of this Agreement. .A&t,o $2at$on1 sha!! mean any !icense, $ermit, a$$ro a!, fi!ing, wai er, e;em$tion, ariance, c!earance, entit!ement, a!!owance, franchise, or other authori'ation, whether from any .o ernmenta! Authority, cor$orate or otherwise. .B&#$ne## Da%1 sha!! mean any day other than a +aturday, +unday or a day on which either the state or nationa! ban*s in the +tate of 3isconsin are not o$en for the conduct of norma! ban*ing business. .C,an0e O "e 1 sha!! mean a document issued $ursuant to Artic!e C, which describes changes in or to the 3or*. .Comme !$al Ope at$on1 sha!! ha e the meaning gi en it in +ection 6I.= .Comme !$al Ope at$on Date1 sha!! mean the date on which the )aci!ity achie es Commercia! O$eration. .Con#t &!t$on Commen!ement Date1 sha!! ha e the meaning assigned to it in +ection 6I.6. Cont a!to sha!! ha e the meaning assigned to it in the first $aragra$h of this Agreement.

.Cont a!to E3ent o- De-a&lt1 sha!! ha e the meaning assigned to it in +ection 6=.6. .Co#t o- t,e Wo 41 sha!! mean the antici$ated actua! costs of construction, sub,ect to the .uaranteed 1a;imum Price, as defined in +ection A.6, inc!uding the e;ce$tions and additions $ermitted therein. .CPCN1 sha!! ha e the meaning assigned to it in the "ecita!s to this Agreement. .Dama0e# Cap1 sha!! ha e the meaning set forth in +ection 66.6I. .De-e!t#1, indi idua!!y a &efect, sha!! ha e the meaning assigned to it in +ection 66.?. .Dela% De-a&lt Date1 sha!! mean PP"Insert #ate$PPPPPP, as such date may be e;tended by any )orce 1a,eure condition, but not !ater than PP"Insert #ate$PPPPPPP. .D$#p&te1 sha!! ha e the meaning assigned to it in +ection 68.6. .Ea#ement A ea#1 sha!! ha e the meaning assigned to it in +ection >.6I. .E--e!t$3e Date1 sha!! mean the date that this Agreement has been signed by Contractor and Owner. .En0$nee 1 sha!! ha e the meaning assigned to it in +ection >.8.8. .E5&$pment In#t &!t$on Man&al1 sha!! mean the manua! or manua!s $ro ided by Contractor to Owner $ursuant to +ection =.6.@, inc!uding o$eration re-uirements, guide!ines and manua!s estab!ished by the manufacturers of the ma,or e-ui$ment for the )aci!ity. .E6!l&"e" GMP Co#t#1 sha!! ha e the meaning gi en the term in +ection A.8. Fa!$l$t% sha!! mean the ")enewable energy technology$ faci!ity, as more $articu!ar!y described in the "ecita!s to this Agreement. .Fa!$l$t% Sta t Up1 sha!! mean the acti ities fo!!owing com$!etion of construction of the )aci!ity, but $rior to Acce$tance Testing, that are necessary to accom$!ish the initia! start u$ of the e-ui$ment within the )aci!ity that generates e!ectricity, steam and chi!!ed water, inc!uding, without !imitation, the f!ushing of !ines, $ressure testing of $i$es, fi!!ing e-ui$ment with oi!s and other f!uids, and the $ro ision of any e-ui$ment endor ser ices re!ating thereto. .F$nal Complet$on1 sha!! ha e the meaning assigned to it in +ection 6I.?. .F$nal Complet$on Date1 sha!! mean the date )ina! Com$!etion occurs.

.F$nal Pa%ment1 sha!! ha e the meaning assigned to it in +ection H.=. .F$nan!$n0 Pa t%1 sha!! mean any Person, other than Parties, $ro iding debt or e-uity financing (inc!uding e-uity contributions or commitments) refinancing of any guarantees, insurance or credit su$$ort for or in connection with such a financing or refinancing, in connection with the de e!o$ment, construction, Ownershi$ or !easing o$eration or maintenance of the )aci!ity, or any $art thereof inc!uding any trustee or agent acting on any such Person<s beha!f. .Fo !e Ma7e& e1 sha!! mean in res$ect of any Party an e ent beyond the reasonab!e contro! of such Party which $re ents or de!ays such Party from $erforming its ob!igations under this Agreement (e;ce$t for the ob!igation to $ay money) or which materia!!y increases its costs of $erforming those ob!igations. E;am$!es inc!ude, to the e;tent they otherwise meet the foregoing definition, the fo!!owing9 war, hosti!ities, ci i! disturbances, any *ind of !oca! or nationa! emergency, riot, fire, f!ood, hurricane, storm, earth-ua*e, concea!ed or subterranean conditions at the +ite that cou!d not be disco ered by a reasonab!e ins$ection of the +ite, $ower fai!ure or $ower surge, e$idemic, e;$!osion, sabotage, act of .od, acts or fai!ures to act by .o ernmenta! Authorities (inc!uding fai!ure to issue, de!ays in issuing beyond the $eriod $ro ided by !aw (or if no such $eriod is $ro ided, beyond the customary $eriod), or re ocation of .o ernmenta! Authori'ations, e;ce$t to the e;tent any such fai!ure, de!ay or re ocation is due to the neg!igence or wi!!fu! misconduct of Contractor or its Affi!iates), fai!ure of the +ubcontractors or +u$$!iers to $erform or de!i er on a time!y basis, to the e;tent such fai!ure is due to a force ma,eure condition affecting the +ubcontractor or +u$$!ier, stri*e, s!owdown or other !abor unrest (other than a !oca!i'ed stri*e against an indi idua! em$!oyer), de!ay of carriers, fai!ure of the usua! modes of trans$ortation, embargo, change in any a$$!icab!e 5aw from that in effect on the date hereof, any condition at the +ite that re-uires remediation under any a$$!icab!e 5aw re!ated to the en ironment, or e;$ro$riation or confiscation of faci!ities. The effect of )orce 1a,eure u$on the .uaranteed 1a;imum Price and u$on the .uaranteed 1echanica! Com$!etion &ate and the &e!ay &efau!t &ate sha!! be !imited as more $articu!ar!y set forth in +ections A.8 and 6=.?.=. )orce 1a,eure sha!! not inc!ude breach of contract by +ubcontractors or +u$$!iers. .Goo" Ut$l$t% P a!t$!e1 sha!! mean, at any $articu!ar time, (a) any of the $ractices, methods and acts engaged in or a$$ro ed by a significant $ortion of the Jnited +tates e!ectric $ower generating industry (inc!uding without !imitation cogeneration faci!ities) $rior to such time and by constructors, Owner, o$erators or maintainers of faci!ities simi!ar in si'e and o$erationa! characteristics to the )aci!ity, or (b) any of the $ractices, methods and acts which, in the e;ercise of reasonab!e ,udgment in !ight of the facts *nown at the time the decision was made, cou!d ha e been e;$ected to accom$!ish the desired resu!t at the !owest reasonab!e costs consistent with a$$!icab!e 5aw and the Authori'ations, en ironmenta! considerations, good business $ractices, re!iabi!ity, safety, e;$edition and the manufacturer<s maintenance re-uirements, $ro ided that .ood Jti!ity Practice is not intended to be !imited to the o$timum $ractices, methods or acts to the e;c!usion of a!! others, but rather to be a s$ectrum of the acce$tab!e $ractices methods

or acts genera!!y acce$ted in such industry ha ing due regard for, among other things, the manufacturer<s maintenance re-uirements, the re-uirements of .o ernmenta! Authorities and any a$$!icab!e agreements. .Go3e nmental A&t,o $t%1 sha!! mean the nationa! go ernment, and any regu!atory de$artment, body, $o!itica! subdi ision, commission, agency, instrumenta!ity, ministry, court, ,udicia! or administrati e body, ta;ing authority, or other authority thereof (inc!uding any cor$oration or other entity owned or contro!!ed by any of the foregoing) ha ing ,urisdiction o er either Party, the )aci!ity or the +ite, whether acting under actua! or assumed authority. Permits, orders or other a$$ro a!s gi en by such bodies are .Go3e nmental A&t,o $2at$on#1. .G&a antee" Me!,an$!al Complet$on Date1 described in +ection 66.> sha!! mean 7 PP"Insert #ate$PPPPP, as such date may be e;tended by any )orce 1a,eure condition, but not !ater than PPP"Insert #ate$PPPPPPPP. .G&a antee" Ma6$m&m P $!e1 sha!! ha e the meaning assigned to it in +ection A.8. .Ha2a "o&# S&8#tan!e#1 sha!! mean, co!!ecti e!y, any $etro!eum or $etro!eum $roduct, asbestos in any form that is or cou!d become friab!e, transformers or other e-ui$ment that contain die!ectric f!uid containing !e e!s of $o!ych!orinated bi$heny!s (PC#s), ha'ardous waste, ha'ardous materia!, ha'ardous substance, to;ic substance, contaminant or $o!!utant, as defined or regu!ated under any federa!, state or !oca! !aw re!ating to the $rotection of the en ironment, inc!uding the "esource Conser ation and "eco ery Act, as amended, >8 J.+.C. Q @HI6 et se!., the Com$rehensi e En ironmenta! "es$onse Com$ensation and 5iabi!ity Act, as amended, >8 J.+.C. Q H@I6 et se!., or any simi!ar state statute. .In"epen"ent En0$nee 1 sha!! mean a -ua!ified inde$endent engineering firm mutua!!y agreeab!e to Contractor and the +tate, to be se!ected by them not !ater than thirty (=I) days $rior to the commencement of construction. The Parties sha!! em$!oy the 4nde$endent Engineer, whose com$ensation sha!! be a $art of the Cost of the 3or*, to erify that 1echanica! Com$!etion has occurred and to reso! e any dis$utes among the Parties as to the items that shou!d a$$ear on the Punch 5ist. .La*1 sha!! mean (i) any !aw, !egis!ation, statute, act, ru!e, ordinance, decree, treaty, regu!ation, order, ,udgment, or other simi!ar !ega! re-uirement, or (ii) any !ega!!y binding announcement, directi e or $ub!ished $ractice or inter$retation thereof, enacted, issued or $romu!gated by any .o ernmenta! Authority. .La% Do*n A ea#1 sha!! ha e the meaning assigned to it in +ection >.6I. .Ma7o E5&$pment S&ppl$e #1 sha!! ha e the meaning assigned to it in +ection >.8.=. .Me!,an$!al Complet$on1 sha!! ha e the meaning set forth in +ection 6I.8.

.Me!,an$!al Complet$on Date G&a antee1 sha!! ha e the meaning set forth in +ection 66.>. .M$n$m&m Re5&$ e" Capa!$t%1 sha!! ha e the meaning assigned to it in +ection 66.=.6. .O 9 M A0 eement1 sha!! mean that certain O$eration and 1aintenance Agreement of dated "date of separate (7G agreement, if Contractor is to perform as operator$ between contractor and Owner. Ope ato sha!! mean Contractor and its successor(s) as o$erator of the )aci!ity under the se$arate O 0 1 Agreement. .O*ne 1 sha!! mean "%egal name of project developer3owner$ . .O*ne :# E3ent o- De-a&lt1 sha!! ha e the meaning assigned to it in +ection 6=.=. .Pa ent G&a antee1 sha!! ha e the meaning assigned to it in +ection >.86. Pa t$e# sha!! mean Contractor and Owner when referred to co!!ecti e!y and Pa t% sha!! mean any one of the Parties referred to sing!y. .Pa%ment D&e Date1 sha!! ha e the meaning assigned to it in +ection H.6.8. .Pa%ment M$le#tone#1 sha!! mean those mi!estones set in +chedu!e 4G. .Pa%ment M$le#tone S!,e"&le1 sha!! mean +chedu!e 4G. .Pa%ment Pe $o"1 sha!! ha e the meaning assigned to it in +ection H.6.6.6. .Pe #on1 sha!! mean any indi idua!, firm, com$any, association, genera! $artnershi$, !imited $artnershi$, !imited !iabi!ity com$any, trust, business trust, cor$oration, $ub!ic body, or other !ega! entity. .PM/CM1 sha!! ha e the meaning assigned to it in +ection >.8.8. .PM/CM:# Cont a!t1 sha!! ha e the meaning assigned to it in +ection >.8.8. .P $me S&8!ont a!to 1 sha!! ha e the meaning assigned to it in +ection >.8.>. .P $me S&8!ont a!to Cont a!t#1 sha!! ha e the meaning assigned to it in +ection >.8.>. .P o0 e## Repo t1 sha!! ha e the meaning assigned to it in +ection H.6.6.6. Pro,ect sha!! mean the de e!o$ment of the )aci!ity at the +ite by the Contractor, and sha!! inc!ude the 3or*.

.P o7e!t Do!&ment#1 sha!! ha e the meaning assigned to it in +ection 6?.8.?.8. .P o7e!t S!,e"&le1 sha!! mean the schedu!e of acti ities (inc!uding a!! amendments or su$$!ements thereto fo!!owing the Effecti e &ate of this Agreement) during the Pro,ect that coordinates a!! as$ects of the Pro,ect, inc!uding without !imitation, $ermitting, engineering, $rocurement of e-ui$ment and materia!s, construction, )aci!ity +tart J$, 1echanica! Com$!etion, Acce$tance Testing, com$!etion of the Punch 5ist and Pro,ect c!ose out. The Pro,ect +chedu!e wi!! inc!ude, without !imitation, the Payment 1i!estone +chedu!e and sub7Pro,ect schedu!es for each of the ma,or $artici$ants in the Pro,ect. .P&n!, L$#t1 sha!! ha e the meaning assigned to it in +ection 6I.>. .P&n!, L$#t Hol"8a!4 Amo&nt1 sha!! ha e the meaning assigned to it in +ection 6I.>. .;A/;C D$ e!to 1 sha!! ha e the meaning assigned to it in +ection >.8.?. .;A/;C Cont a!t1 sha!! ha e the meaning assigned to it in +ection >.8.?. .Reme"$al Mea#& e#1 sha!! ha e the meaning assigned to it in +ection 66.=.6. .Sa-et% D$ e!to 1 sha!! ha e the meaning assigned to it in +ection >.8.@. .Sa-et% Cont a!t1 sha!! ha e the meaning assigned to it in +ection >.8.@. .Sa-et% Plan1 sha!! ha e the meaning assigned to it in +ection >.C. .Se!& $t% Plan1 sha!! ha e the meaning assigned to it in +ection >.H. .S$te1 sha!! mean the $arce! of !and !ocated "location of 2acility site$ , the !ega! descri$tion of which is "location of legal description of real property$ .So$l D$#po#al A ea1 sha!! ha e the meaning assigned to it in +ection >.6I. .Spe!$-$!at$on#1 sha!! mean the &esign "e iew 1anua! $re$ared by Engineer, which is incor$orated into this Agreement by this reference, and any su$$!ements or amendments thereto that may be agreed to by the Parties after e;ecution of this Agreement. The +$ecifications sha!! further inc!ude any Change Orders and other changes to the 3or* authori'ed in accordance with Artic!e C of this Agreement. .S&8!ont a!to 1 sha!! mean e ery Person (other than em$!oyees of Contractor) em$!oyed or engaged by Contractor or any Person (other than Owner) direct!y or indirect!y in $ri ity with Contractor (inc!uding e ery sub7subcontractor of whate er tier) to $erform any $ortion of the 3or*, whether the furnishing of !abor, materia!s, e-ui$ment, ser ices or otherwise.

.S&8!ont a!to P ote!t$on#1 sha!! ha e the meaning assigned to it in +ection 66.C .S&8!ont a!to Re!o3e $e#1 sha!! ha e the meaning assigned to it in +ection 66.6I. .S&ppl$e #1 sha!! mean a manufacturer, fabricator, su$$!ier, distributor, materia!man or endor ha ing a direct contract with Contractor or with any +ubcontractor to furnish materia!s or e-ui$ment to be incor$orated in the 3or* by Contractor or any +ubcontractor. .Te m1 sha!! mean the duration of this Agreement, from the Effecti e &ate unti! )ina! Com$!etion. .Te#t$n0 En0$nee 1 sha!! ha e the meaning set forth in +ection 66.6. .T a--$! Cont ol Plan1 sha!! ha e the meaning set forth in +ection >.A. .Un$n#& e" Fo !e Ma7e& e1 sha!! mean any e ent of )orce 1a,eure, or $ortion thereof, not co ered by the insurance re-uired to be carried in connection with the Pro,ect. .Ut$l$t% Re0&lato 1 sha!! mean any .o ernmenta! Authority that has s$ecific ,urisdiction o er the $roduction, sa!e, or $ricing of the $ro ision of e!ectric energy or re!ated ser ices. .Wa ant% Pe $o"1 sha!! mean, with res$ect to any com$onent, the a$$!icab!e !ength of any warranties $ro ided by the re!ated +ubcontractor. Wo 4 sha!! mean a!! design, engineering, $rocurement, construction, erection, insta!!ation, training, start7u$ and testing acti ities and ser ices necessary to achie e a com$!ete and o$erab!e )aci!ity in accordance with the terms of this Agreement, to achie e 1echanica! Com$!etion, Commercia! O$eration, and )ina! Acce$tance, and sha!! inc!ude a!! acti ities and ser ices described in +chedu!e G44 and in +ection =.6.

S!,e"&le II In#& an!e 4nsurance &uring Construction The Parties sha!! maintain insurance during construction as fo!!ows9 Owner sha!! use their best efforts to $rocure and estab!ish an Owner Contro!!ed 4nsurance Program (OC4P) to insure against the Pro,ect construction ris*s norma!!y co ered by the fo!!owing ty$es of insurance $o!icies9 (a) +ubcontractor<s wor*ers com$ensation insuranceD (b) +ubcontractor<s com$rehensi e third $arty !ega! !iabi!ity insuranceD and (c) Contractor<s com$rehensi e third $arty !ega! !iabi!ity. The OC4P sha!! inc!ude com$!eted o$erations co erage. 4f such insurance can be obtained at reasonab!e cost, Owner sha!! $rocure such insurance at its e;$enseD $ro ided, howe er, that such OC4P e;$enses sha!! be deemed to be inc!uded in the .uaranteed 1a;imum Price un!ess the e;$ense of such OC4P, inc!uding without !imitation $remium cost and administration e;$ense, e;ceeds the amounts budgeted for the corres$onding insurance co erages in the estimated Pro,ect budget. 4n the e ent an OC4P is not a ai!ab!e to Owner or in the e ent Owner determines that an OC4P is $rohibiti e!y e;$ensi e for the Pro,ect, then Contractor sha!! $urchase and maintain andFor cause its +ubcontractors (e;ce$t for subcontracts in o! ing !ess than N6II,III) to $urchase the fo!!owing ty$es and amounts of insurance9 Com$rehensi e third7$arty !ega! !iabi!ity insurance and other such insurance as is a$$ro$riate for $erformance of this Agreement. +uch insurance sha!! inc!ude, but not be !imited to, $rotection from the fo!!owing occurrences9 C!aims arising from 3or*er<s Com$ensation statutes or simi!ar em$!oyee benefit acts, or third7$arty !ega! !iabi!ity c!aims arising from bodi!y in,ury, sic*ness and disease, or death of em$!oyees. The minimum !imits of such co erage sha!! be as re-uired by 5aw. Third7$arty !ega! !iabi!ity c!aims against Contractor arising from its o$erations and the o$erations of +ubcontractors with such $rotection e;tended to $ro ide com$rehensi e co erage, inc!uding $ersona! in,ury, com$!eted o$erations, e;$!osion and co!!a$se ha'ard, and underground ha'ard. The minimum combined !imit for $ersona! in,ury and $ro$erty damage !iabi!ity sha!! be "Coverage amount$ $er occurrence and "Coverage amount$ in the aggregate. Third7$arty !ega! !iabi!ity c!aims arising from bodi!y in,ury andFor damage to $ro$erty of others from the ownershi$, maintenance or use of any motor ehic!e, both on7site and off site. The minimum combined !imit for $ersona! in,ury and $ro$erty damage !iabi!ity sha!! be "Coverage amount$ $er occurrence. Owner sha!! $urchase and maintain $ro$erty insurance (#ui!der<s "is*) co ering the Pro,ect, inc!uding im$ro ements to rea! $ro$erty, as we!! as goods and materia!s on the Premises which are to be incor$orated into the Pro,ect. +uch $ro$erty insurance sha!! be for the fu!! insurab!e

a!ue of the $ro$erty co ered and sha!! be written on an A!! "is* basis co ering $hysica! !oss and damage inc!uding theft, anda!ism and ma!icious mischief, co!!a$se, water damage, and such other $eri!s as may be a$$!icab!e to a Pro,ect. +uch insurance sha!! inc!ude the interest of Owner, Contractor, and a!! +ubcontractors as their interests may a$$ear. Contractor sha!! $urchase and maintain e;cess !iabi!ity Fumbre!!a !iabi!ity insurance on an occurrence basis co ering c!aims in e;cess of, and fo!!owing the terms of, the insurance set forth in this +chedu!e with a "Coverage amount$ minimum !imit $er occurrence and "Coverage amount$ annua! aggregate !imit. A!! insurance re-uired by this Agreement sha!! be $urchased and maintained with a com$any or com$anies !awfu!!y authori'ed to do business in "-urisdiction$ . +uch insurance sha!! be for !imits of !iabi!ity as s$ecified for the Pro,ect or !ega!!y re-uired, whiche er is greater. A!! re-uired insurance $o!icies sha!! be endorsed to $ro ide =I days $rior written notice by certified mai!, of any materia! change, cance!!ation, or non7renewa! to Owner. Proof of the re-uired insurance and endorsements sha!! be made by submission to Owner, $rior to commencement of a Pro,ect, of certificates of insurance and endorsements satisfactory to Owner. A!! re-uired insurance sha!! be maintained unti! Owner has acce$ted the Pro,ect and )ina! Payment has been made.

S!,e"&le III A!!eptan!e Te#t$n0 This schedu!e necessari!y aries from $ro,ect to $ro,ect. 4t must be s$ecific to the $articu!ar e-ui$ment se!ected for the "ET $ro,ect, the characteristics of the renewab!e energy techno!ogy being uti!ised, the ca$abi!ities and !imitations of the $ro,ect<s design and e-ui$ment, the sco$e of the wor* to be done as $art of this contract, and the nature of the intended use. The i!!ustrati e descri$tion of wor* shown be!ow re!ates to the design and construction of a cogeneration faci!ity are offered to $ro ide an e;am$!e of the sco$e and detai! of a wor*ab!e sco$e of wor* descri$tion. <<<<< Contractor shall provide (wner at least fourteen D*4K days advance notice of the date upon which Contractor intends to start up and have the !ualified independent testing company perform the :cceptance Tests upon the 2acility. In connection with such Testing, Contractor shall further notify any Eovernmental :uthority to whom such notice is re!uired. :cceptance Tests shall be conducted in accordance with the applicable :cceptance Test protocols, as set forth belowL 1. Acceptance Tests for Chilled Water Production Equipment: 2actory Tests and :ssociated Performance Curves D:)I /tandard <<B3<AB-A@K Certified 2ield tests of one chiller. If the chiller satisfies such tests, such testing will be deemed complete. If such chiller fails to satisfy these tests, then the Parties will proceed to test all chillers. Cooling tower capacity testing in accordance with Cooling Tower Institute DCTIK test protocols. /ystem :cceptance TestingL DaK Capacity M #emonstrate +B, BBB tons, N 4B degrees 2ahrenheit having a temperature differential of *B degrees from chilled water return at <BO 2, with a @<O 2 condensing water temperature and maintaining a .+ P/IE pressure increase between campus chilled water return pipe and campus chilled water supply5 DbK /ystem Efficiency Test .@<103ton5 and DcK #uration of system tests in accordance with :)I standards. /econdary Chilled 0ater Pumps M :s per factory tests. 2. Acceptance Tests for team !eneration Equipment 2actory Tests, associated performance curves and associated data 2ield Test of e!uipment coordinated with acceptance testing of electric system. /ystem :cceptance TestingL DaK Capacity M demonstrate 4BB,BBB lbs3hour N *?< P/IE with * degree 2ahrenheit superheat5 DbK /team 6uality M 8/#: 2ood Erade 0ater Treatment Chemicals5 DdK #uration of system tests M over a period of one hour.

". Acceptance Tests for Electric !eneration Equipment :cceptance tests for Electric Eeneration E!uipment shall be as provided in /chedule ..+ of the 2acility %ease..*+ Contractor will develop, using a !ualified outside testing firm, appropriate additions to the above-referenced testing protocols to allow for testing during conditions that may e ist at different times of the year, including less than ideal test conditions. GEE Power and the /tate shall ta1e all necessary actions, including without limitation, ta1ing delivery of all steam and chilled water output, and the /tate shall coordinate with the 8niversity to ensure that necessary actions are ta1en, so that the :cceptance Tests can be completed on the dates so scheduled.

S!,e"&le IV Pa%ment M$le#tone S!,e"&le

S!,e"&le V La% Do*n A ea# See Atta!,e" Map

S!,e"&le VI GMP Template

S!,e"&le VII T,e Wo 4 This schedu!e necessari!y aries from $ro,ect to $ro,ect. 4t must be s$ecific to the $articu!ar e-ui$ment se!ected for the "ET $ro,ect, the characteristics of the renewab!e energy techno!ogy being uti!ised, the ca$abi!ities and !imitations of the $ro,ect<s design and e-ui$ment, the sco$e of the wor* to be done as $art of this contract, the nature of the intended use, and re!e ant regu!atory authori'ations or constraints. The i!!ustrati e descri$tion of wor* shown be!ow re!ates to the design and construction of a cogeneration faci!ity are offered to $ro ide an e;am$!e of the sco$e and detai! of a wor*ab!e sco$e of wor* descri$tion. <<<<< The 3or* sha!! inc!ude a!! design, engineering, $rocurement, $ermitting (to the e;tent $ro ided in the EPC Contract), construction, erection, insta!!ation, training, start7u$ and testing acti ities and ser ices necessary to achie e a com$!ete and o$erab!e )aci!ity with the fo!!owing e-ui$ment and systems9

Two D+K EE Pac1aged Power, Inc. %G>BBB Eas Turbine Eenerator /ets withL o EE generator o #ual fuel system o 0ater injection system for C( control o Inlet air anti-ice system Dheater coilK o Inlet chiller coil , (ne D*K Eeneral Electric Company /team Turbine Eenerator /et withL o EE #esign Eenerator o Gar1 JI Turbine Control /ystem o %ube and Control (il /ystem o Eland /ealing /ystem Two D+K #elta1 =)/Es, including =)/E modules, inlet and firing duct wor1, complete ammonia unloading, storage and injection system, /C) and C( catalyst, e haust stac1s with silencers, steam drums, pressure parts, wal1ways, ladders and stairs and boiler trim. /team turbine condensing system consisting of a condenser, circulating water system, and cooling towers Two D+K Hor1 *?BB ton HI Inlet :ir chiller unit DCTE I:CK and CTE I:C Chiller Tower Chilled water system consisting of o 2our D4K Hor1 <BBB ton Titan (G chiller units DCampus chillersK o Garley Cooling Technologies, Inc. Cooling Towers DCampus Chilled 0ater TowerK o Primary and secondary chilled water pipes and pumping

 Campus steam and steam condensate e!uipment, piping and metering for 4BB,BBB pounds per hour of continuous steam, connections to campus steam and condensate piping systems, poured in-place concrete bo conduit systems. %a1e water piping, la1e water pumping e!uipment, sanitary sewers and pumping, storm sewers. Continuous Emission Gonitoring system Process water systems consisting of an Environmental #ynamics Corp water treatment and condensate polisher system, water storage tan1, deminerali&ation units, and a deminerali&ed water storage tan1s , Chemical treatment systems consisting of =)/E feedwater and circulating water treatment systems 0astewater collection and treatment system 2uel supply systems including natural gas conditioning system and a <BB,BBB gallon ultra low sulphur storage system , 2ire protection systems Plant buildings including lighting and =J:C /ite Improvements, roads, sidewal1s, site lighting, building relocations, fencing Plant electrical systems including step-up transformers and high voltage interties, emergency bac1up diesel generators, and blac1start capabilities. (ne D*K Ionecranes, Inc. top running double girder bridge crane , /ignal, data, metering and communications wiring and e!uipment , Plant control system , )emoval and relocation of campus buildings to the e tent provided in /ection ?.+.4.+ City 0ater /upply.+B

S!,e"&le VIII App o3e" S&8!ont a!to # an" S&ppl$e # S&8!ont a!to # /ample
C:TEE()H u#contractors C:GE :'C Eroup, Inc. C#E International Energy P(/ITI(C328CCTI(C Project Engineer Construction Ganager

Gajor E!uipment /uppliers

East 0ind Ganufacturing Carib Electric 0ind Turbine Eenerators Transformers

S!,e"&le I= S&8!ont a!to Wa ant$e# This schedule is a technical document that necessaril$ %aries from pro&ect to pro&ect. 't is #ased on the particular rene(a#le ener)$ technolo)$ #ein) utilised and the specific manufactured equipment #ein) installed. E*pected equipment and (or+manship (arranties and applica#le performance standards should #e discussed #$ Contractor and ,(ner. The follo(in) e*ample of a (arranties ta#le relates to a co)eneration pro&ect. The format is equall$ useful for -ET pro&ects. .....

S!,e"&le = Fo m o- Pa ent G&a antee

4n the form of guaranty be!ow, the Contractor<s $arent firm $ro ides assurance of Contractor<s $erformance and $ayment under the EPC contract. This form is easil$ modified for use as a pa$ment )uarant$ if such a )uarant$ is required as a condition of financin) #$ the pro&ect finance lender.

<<<<< C()P():TE E8:):CTEE :E)EEGECT T/4+ A."EE1E2T is made as of PPPPPPPPPPPPPPPP, PPPPPP, by Owner<s Parent, a "#escription of legal entity$ (.uarantor). RECITALS) A. "%egal name and description of Contractor$ (Ob!igor) and "%egal name and description of (wner$ are entering into an Engineering, Procurement and Construction Agreement dated "the date hereof$ (the &esign and Construction Agreement) for the de e!o$ment and construction of a ")ET description$ faci!ity that wi!! $roduce e!ectric ca$acity and energy, to be !ocated "%ocation of facility$ in "City, Country$ RPro,ect). #. Owner has re-uired that the .uarantor guarantee the Ob!igations (defined be!ow) as a condition to the Owner<s wi!!ingness to enter into the &esign and Construction Agreement. The Ob!igor is a who!!y7owned subsidiary of the .uarantor. The de e!o$ment and construction of the Pro,ect and the transactions contem$!ated by the &esign and Construction Agreement wi!! $ro ide direct benefits to the Ob!igor and wi!! therefore indirect!y benefit the .uarantor. C. The term Ob!igations means a!! of the ob!igations of the Ob!igor to Owner under the &esign and Construction Agreement of whate er nature, howe er arising, whether due or not due, abso!ute or contingent, !i-uidated or un!i-uidated, determined or undetermined, secured or unsecured, and whether the Ob!igor is !iab!e indi idua!!y or ,oint!y with others, but sub,ect to the !imitations set forth in the &esign and Construction Agreement. COVENANTS) 42 CO2+4&E"AT4O2 O) these $remises and for other good and a!uab!e consideration, the recei$t and sufficiency of which are hereby ac*now!edged, it is agreed that9 6. The .uarantor hereby (a) unconditiona!!y guarantees the fu!! and $rom$t $ayment and $erformance of the Ob!igations when due, whether by acce!eration or otherwise, or (if

ear!ier) at the time any Ob!igor becomes the sub,ect of ban*ru$tcy or other inso! ency $roceedingsD (b) agrees to $ay a!! costs, e;$enses and reasonab!e attorneys< fees incurred by Owner in enforcing this Agreement and the Ob!igations and rea!i'ing on any co!!atera! for eitherD $ro ided howe er, that .uarantor sha!! not be re-uired to $ay such amounts incurred by Owner in any attem$ted enforcement by Owner of this Agreement in which .uarantor u!timate!y $re ai!sD and (c) agrees to $ay to Owner the amount of any $ayments made to Owner or. another in connection with any of the Ob!igations which are reco ered from Owner by a trustee, recei er, creditor or other $arty $ursuant to a$$!icab!e !aw. 8. This is a guarantee of $ayment and $erformance of the Ob!igations, and not of co!!ection. Owner sha!! not be ob!igated to9 (a) ta*e any ste$s whatsoe er to co!!ect from, or to fi!e any c!aim of any *ind against, any Ob!igor, any other guarantor, or any other $erson or entity !iab!e for $ayment or $erformance of any of the Ob!igationsD or (b) ta*e any ste$s whatsoe er to $rotect, acce$t, obtain, enforce, ta*e $ossession of, $erfect its interest in, forec!ose or rea!i'e on co!!atera! or security, if any, for the $ayment or $erformance of any of the Ob!igations or any guarantee of any of the Ob!igationsD or (c) in any other res$ect e;ercise any di!igence whate er in co!!ecting or attem$ting to co!!ect any of the Ob!igations by any means. =. The .uarantor<s !iabi!ity for $ayment and $erformance of the Ob!igations sha!! be abso!ute and unconditiona!D the .uarantor unconditiona!!y and irre ocab!y wai es each and e ery defense which, under $rinci$!es of guarantee or suretyshi$ !aw, wou!d otherwise o$erate to im$air or diminish such !iabi!ityD and nothing whate er e;ce$t actua! fu!! $ayment and $erformance of the Ob!igations (and a!! other debts, ob!igations and !iabi!ities of the .uarantor under this Agreement) sha!! o$erate to discharge the .uarantor<s !iabi!ity hereunder. 3ithout !imiting the genera!ity of the foregoing, Owner sha!! ha e the e;c!usi e right, which may be e;ercised from time to time without diminishing or im$airing the !iabi!ity of the .uarantor in any res$ect, and without notice of any *ind to the .uarantor, to9 (a) acce$t any co!!atera!, security or guarantee for any Ob!igations or any other creditD (b) determine how, when and what a$$!ication of $ayments, credits and co!!ections, if any, sha!! be made on the Ob!igations and any other credit and acce$t $artia! $aymentsD (c) determine what, if anything, sha!! at any time be done with res$ect to any co!!atera! or securityD subordinate, se!!, transfer, surrender, re!ease or otherwise dis$ose of a!! or any of such co!!atera! or securityD and $urchase or otherwise ac-uire any such co!!atera! or security at forec!osure or otherwiseD and (d) with or without consideration grant, $ermit or enter into any wai er, amendment, e;tension, modification, refinancing, indu!gence, com$romise, sett!ement, subordination, discharge or re!ease of9 (i) any of the Ob!igations, the &esign and Construction Agreement, or any other agreement re!ating to any of the Ob!igations, (ii) any ob!igations of any guarantor or other $erson or entity !iab!e for $ayment or $erformance of any of the Ob!igations, and any agreement re!ating to such ob!igations and (iii) any co!!atera! or security or agreement re!ating to co!!atera! or security for any of the foregoing. 2otwithstanding anything in this Agreement to the contrary, .uarantor sha!! ha e the right to assert as defenses and sha!! ha e the benefit of a!! rights of set7off, c!aims, counter7c!aims, reduction or diminution as to any ob!igation of Owner to Ob!igors and any defenses to

enforcement of this Agreement (e;ce$t #an*ru$tcy and other inso! ency7re!ated defenses) that Ob!igors wou!d be entit!ed to assert in defense to $ayment or $erformance of any of the Ob!igations. >. The .uarantor hereby unconditiona!!y wai es (a) $resentment, notice of dishonor, $rotest, demand for $ayment and a!! notices of any *ind, inc!uding without !imitation9 notice of acce$tance hereofD notice of the creation of any of the Ob!igationsD notice of non$ayment, non$erformance or other defau!t on any of the Ob!igationsD and notice of any action ta*en to co!!ect u$on or enforce any of the Ob!igationsD (b) any subrogation to the rights of Owner against any Ob!igor and any other c!aim against any Ob!igor which arises as a resu!t of $ayments made by the .uarantor $ursuant to this Agreement, unti! the Ob!igations ha e been $aid or. $erformed in fu!! and such $ayments are not sub,ect to any right of reco eryD and (c) any c!aim for contribution against any co7guarantor, unti! the Ob!igations ha e been $aid or $erformed in fu!! and such $ayments are not sub,ect to any right of reco ery. ?. The .uarantor re$resents and warrants that9 a. The e;ecution, de!i ery and $erformance of this Agreement by the .uarantor are within the cor$orate $owers of the .uarantor, ha e been du!y authori'ed by a!! necessary cor$orate action and do not and wi!! not (i) re-uire any consent or a$$ro a! of the stoc*ho!ders (or other go erning body) of the .uarantor which has not been obtained, (ii) io!ate any $ro ision of the artic!es of incor$oration or by7!aws (or other go erning ru!es of the enter$rise) of the .uarantor or of any !aw, ru!e, regu!ation, order, writ, ,udgment, in,unction, decree, determination or award $resent!y in effect ha ing a$$!icabi!ity to the .uarantor or any subsidiary of the .uarantorD (iii) re-uire the consent or a$$ro a! of, or fi!ing or registration with, any go ernmenta! body, agency or authority, or (i ) resu!t in a breach of or constitute a defau!t under, or resu!t in the im$osition of any !ien, charge or encumbrance u$on any $ro$erty of the .uarantor or any subsidiary of the .uarantor $ursuant to, any indenture or other agreement or instrument under which the .uarantor or any subsidiary of the .uarantor is a $arty or by which it or any of its $ro$erties may be bound or affected. b. This Agreement constitutes the !ega!, a!id and binding ob!igation of the .uarantor enforceab!e in accordance with its terms, e;ce$t as such enforceabi!ity may be !imited by ban*ru$tcy or simi!ar !aws affecting the enforceabi!ity of creditors< rights genera!!y. @. This Agreement sha!! inure to the benefit of Owner and its successors and assigns, inc!uding e ery ho!der or owner of any of the Ob!igations, and sha!! be binding u$on the .uarantor and the .uarantor<s successors and assigns. This is a continuing guarantee and sha!! continue in effect unti! a!! Ob!igations and a!! ob!igations of the .uarantor hereunder sha!! be $aid or $erformed in fu!! and such $ayments are not sub,ect to any right of reco ery. A. This Agreement constitutes the entire agreement between Owner and the .uarantor with res$ect to the sub,ect matter hereof, su$erseding a!! $re ious communications and negotiations, and no re$resentation, understanding, $romise or condition concerning the

sub,ect matter hereof sha!! be binding u$on Owner un!ess e;$ressed herein. This Agreement sha!! be go erned by the !aws of the "Country$ without regard to conf!icts of !aw $rinci$!es. C. The .uarantor hereby consents to the e;c!usi e ,urisdiction of a com$etent court in "Country$ , and wai es any ob,ection based on !ac* of $ersona! ,urisdiction, im$ro$er enue or forum non conveniens, with regard to any actions, c!aims, dis$utes or $roceedings re!ating to this Agreement, or any document de!i ered hereunder or in connection herewith, or any transaction arising from or connected to any of the foregoing. 2othing herein sha!! affect the +tate<s right to ser e $rocess in any manner $ermitted by !aw, or !imit Owner<s right to bring $roceedings against the .uarantor or its $ro$erty or assets in the com$etent courts of any other ,urisdiction or ,urisdictions.. H. The .uarantor hereby wai es any and a!! right to tria! by ,ury in any action or $roceeding re!ating to this Agreement, or any document de!i ered hereunder or in connection herewith, or any transaction arising from or connected to any of the foregoing. The .uarantor re$resents that this wai er is *nowing!y, wi!!ing!y and o!untari!y gi en. "Came of Euarantor$ #M9 PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP T4T5E9 ATTE+T9 PPPPPPPPPPPPPPPPPPPPPPPPPPPPP T4T5E9.>

S!,e"&le =I Go3e nmental A&t,o $2at$on# to 8e O8ta$ne" This schedu!e necessari!y aries from $ro,ect to $ro,ect. 4t must ta*e account not on!y of the characteristics of the renewab!e energy techno!ogy being uti!ised, and a!so the ca$abi!ities and !imitations of the $ro,ect<s design and e-ui$ment, but a!so the nature of the intended use and re!e ant regu!atory authori'ations or constraints. The items shown

be!ow are i!!ustrati e to $ro ide an e;am$!e of the sco$e and detai! of $art of such a !isting SSSSS )aci!ity "e-uired Permits and A$$ro a!s Abbre iations and Acronyms "%I/T$