Common use of Contract Quantity and Guaranteed Energy Production Clause in Contracts

Contract Quantity and Guaranteed Energy Production. Seller has estimated that following the Commercial Operation Date, the Facility will deliver an annual expected performance output of Net Energy for each year of the Term as set forth in Attachment C (the “Contract Quantity”); provided that the Contract Quantity for Net ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 18 of 150 Energy for the applicable period shall be reduced to the extent any condition arises under Section 5.1(f). If, starting with the second Contract Year, the Facility fails to deliver eighty-five percent (85%) of the Contract Quantity (as adjusted, and regarding Net Energy) in any particular Contract Year (the “Guaranteed Energy Production”), then a shortfall of Net Energy with respect to such Contract Year equal to the difference between the Guaranteed Energy Production and the Net Energy actually delivered (a “Shortfall”) shall be deemed to exist, and Seller shall pay to Buyer in respect of such Shortfall an amount equal to fifty percent (50%) of the applicable Net Energy Rate in $/kWh specified in Attachment B for that Contract Year multiplied by the amount of the Shortfall in kWh (“Performance Liquidated Damages”), which Performance Liquidated Damages shall be paid on the monthly payment date immediately succeeding the Contract Year for which Seller’s obligation to pay such amounts arose or within 30 (thirty) days of delivery of an invoice from Buyer to Seller if the Shortfall occurred in the final Contract Year. Additionally, Seller shall submit a written report to Buyer and the South Carolina Office of Regulatory Staff within 30 (thirty) days after Buyer submits to Seller an invoice for Performance Liquidated Damages pursuant to this Section 3.5, and such report shall reasonably detail the cause of such Shortfall and the actions that Seller has taken or plans to take to remedy such cause going forward. Seller may adjust the quantities in Attachment C to quantities mutually agreed upon by the Parties based on final equipment selection. Seller must provide Notice to Buyer of such proposed adjustments to the quantities in Attachment C no less than six (6) months prior to the current Commercial Operation Date Deadline (based on the current Completion Deadline). To the extent that the Parties do not agree on the proposed adjustments to the quantities in Attachment C, the original agreed upon quantities shall remain in Attachment C. Within two (2) Business Days following the Commercial Operation Date, Seller shall provide Buyer with the pro-rated quantities, subject to mutual agreement of the Parties, for Contract Year 1 and Contract Year in Attachment C. Such pro-rated quantities shall be based, for Contract Year 1, on the Contract Quantity for Contract Year 2, and for Contract Year , on the Contract Quantity for Contract Year .

Contract Quantity and Guaranteed Energy Production. Seller has estimated that following the Commercial Operation Date, the Facility will deliver an annual expected performance output of Net Energy for each year of the Term as set forth in Attachment C (the “Contract Quantity”); provided that the Contract Quantity for Net ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 18 of 150 Energy for the applicable period shall be reduced to the extent any condition arises under Section 5.1(f). If, starting with the second Contract Year, the Facility fails to deliver eighty-five percent (85%) of the Contract Quantity (as adjusted, and regarding Net Energy) in any particular Contract Year (the “Guaranteed Energy Production”), then a shortfall of Net Energy with respect to such Contract Year equal to the difference between the Guaranteed Energy Production and the Net Energy actually delivered (a “Shortfall”) shall be deemed to exist, and Seller shall pay to Buyer in respect of such Shortfall an amount equal to fifty percent (50%) of the applicable Net Energy Rate in $/kWh specified in Attachment B for that Contract Year multiplied by the amount of the Shortfall in kWh (“Performance Liquidated Damages”), which Performance Liquidated Damages shall be paid on the monthly payment date immediately succeeding the Contract Year for which Seller’s obligation to pay such amounts arose or within 30 (thirty) days of delivery of an invoice from Buyer to Seller if the Shortfall occurred in the final Contract Year. Additionally, Seller shall submit a written report to Buyer and the South Carolina Office of Regulatory Staff within 30 (thirty) days after Buyer submits to Seller an invoice for Performance Liquidated Damages pursuant to this Section 3.5, and such report shall reasonably detail the cause of such Shortfall and the actions that Seller has taken or plans to take to remedy such cause going forward. Seller may adjust the quantities in Attachment C to quantities mutually agreed upon by the Parties based on final equipment selection. Seller must provide Notice to Buyer of such proposed adjustments to the quantities in Attachment C no less than six (6) months prior to the current Commercial Operation Date Deadline (based on the current Completion Deadline). To the extent that the Parties do not agree on the proposed adjustments to the quantities in Attachment C, the original agreed upon quantities shall remain in Attachment C. Within two (2) Business Days following the Commercial Operation Date, Seller shall provide Buyer with the pro-rated quantities, subject to mutual agreement of the Parties, for Contract Year 1 and Contract Year 11 in Attachment C. Such pro-rated quantities shall be based, for Contract Year 1, on the Contract Quantity for Contract Year 2, and for Contract Year 11, on the Contract Quantity for Contract Year 10.

Contract Quantity and Guaranteed Energy Production. Seller has estimated that following the Commercial Operation DateSubject to Sections 3.1(n) and 10.18, the Facility will deliver an annual expected performance output of Net Energy for each year of the Term as set forth in Attachment C (the “Contract Quantity”); provided that the Contract Quantity during each Contract Year is 227,250 MWh. The Parties agree that the actual amount of Delivered Energy in any Contract Year may be greater or less than the amount set forth above. Throughout the Delivery Term, Seller shall be required, subject to the adjustment described below for Net ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 18 Seller Excuse Hours, to produce Delivered Energy in an amount no less than the Guaranteed Energy Production in one of 150 each two consecutive Contract Years (“Performance Measurement Period”). Subject to the adjustment described below for Seller Excuse Hours, Guaranteed Energy Production means, for a given Contract Year, an amount of Energy, as measured in MWh, equal to the applicable period product of (i) 0.70 and (ii) the Contract Quantity. In any Contract Year in which a Seller Excuse Hour occurs the following adjustments to the Guaranteed Energy Production determination shall apply: (A) For all Seller Excuse Hours in a given Contract Year that are Events of Force Majeure affecting Seller, the Contract Quantity shall be reduced by the amount of Delivered Energy that Seller could have been expected to deliver to Buyer during such Seller Excuse Hours during such Contract Year, as determined by Seller based upon the most recent forecast of Energy production for such Seller Excuse Hours provided pursuant to Section 3.4(c); and (B) For all Seller Excuse Hours in a given Contract Year that are not Events of Force Majeure affecting Seller, Seller shall be deemed to have produced, in addition to the extent any condition arises under amount of Delivered Energy actually produced in the relevant Contract Year, the amount of Delivered Energy that Seller could have been expected to deliver to Buyer during such Seller Excuse Hours during such Contract Year, as determined by Seller based upon the most recent forecast of Energy production for such Seller Excuse Hours provided pursuant to Section 5.1(f3.4(c). If, starting with the second Contract Year, the Facility fails to deliver eighty-five percent (85%) of the Contract Quantity (as adjusted, and regarding Net Energy) in any particular Contract Year (the “Guaranteed Energy Production”), then a shortfall of Net Energy with respect to such Contract Year equal subject to the difference between adjustments described above, as applicable, Seller delivers less than the Guaranteed Energy Production in both Contract Years within any Performance Measurement Period, then within one hundred and the Net Energy actually delivered twenty (a “Shortfall”) shall be deemed to exist, and Seller shall pay to Buyer in respect of such Shortfall an amount equal to fifty percent (50%) of the applicable Net Energy Rate in $/kWh specified in Attachment B for that Contract Year multiplied by the amount of the Shortfall in kWh (“Performance Liquidated Damages”), which Performance Liquidated Damages shall be paid on the monthly payment date immediately succeeding the Contract Year for which Seller’s obligation to pay such amounts arose or within 30 (thirty) days of delivery of an invoice from Buyer to Seller if the Shortfall occurred in the final Contract Year. Additionally, Seller shall submit a written report to Buyer and the South Carolina Office of Regulatory Staff within 30 (thirty120) days after Buyer submits to Seller an invoice for Performance Liquidated Damages pursuant to this Section 3.5, and such report shall reasonably detail the cause last day of the last month of such Shortfall and the actions that Seller has taken or plans to take to remedy such cause going forward. Seller may adjust the quantities in Attachment C to quantities mutually agreed upon by the Parties based on final equipment selection. Seller must Performance Measurement Period, Buyer shall provide Notice to Buyer Seller of such proposed adjustments failure. Following Seller’s receipt of Notice of such failure, Seller may fully satisfy its obligations with respect to the quantities in Attachment C no less than six (6) months prior Guaranteed Energy Production requirement if Seller pays to the current Commercial Operation Date Deadline (based on the current Completion Deadline). To the extent that the Parties do not agree on the proposed adjustments to the quantities in Attachment CBuyer, the original agreed upon quantities shall remain in Attachment C. Within two (2) Business Days following the Commercial Operation Date, Seller shall provide Buyer with the pro-rated quantities, subject to mutual agreement of the Parties, for Contract Year 1 and Contract Year in Attachment C. Such pro-rated quantities shall be based, for Contract Year 1, on the Contract Quantity for Contract Year 2, and for Contract Year , on the Contract Quantity for Contract Year .within fourteen

Contract Quantity and Guaranteed Energy Production. Seller has estimated that following the Commercial Operation Date, the Facility will deliver an annual expected performance output of Net Energy for each year of the Term as set forth in Attachment C (the “Contract Quantity”); provided that the Contract Quantity for Net ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 18 of 150 Energy for the applicable period shall be reduced to the extent any condition arises under Section 5.1(f). If, starting with the second Contract Year, the Facility fails to deliver eighty-five percent (85%) of the Contract Quantity (as adjusted, and regarding Net Energy) in any particular Contract Year ELECTRONICALLY FILED - 2025 March 3 4:12 PM - SCPSC - Docket # 2025-15-E - Page 18 of 71 (the “Guaranteed Energy Production”), then a shortfall of Net Energy with respect to such Contract Year equal to the difference between the Guaranteed Energy Production and the Net Energy actually delivered (a “Shortfall”) shall be deemed to exist, and Seller shall pay to Buyer in respect of such Shortfall an amount equal to fifty percent (50%) of the applicable Net Energy Rate in $/kWh specified in Attachment B for that Contract Year multiplied by the amount of the Shortfall in kWh (“Performance Liquidated Damages”), which Performance Liquidated Damages shall be paid on the monthly payment date immediately succeeding the Contract Year for which Seller’s obligation to pay such amounts arose or within 30 (thirty) days of delivery of an invoice from Buyer to Seller if the Shortfall occurred in the final Contract Year. Additionally, Seller shall submit a written report to Buyer and the South Carolina Office of Regulatory Staff within 30 (thirty) days after Buyer submits to Seller an invoice for Performance Liquidated Damages pursuant to this Section 3.5, and such report shall reasonably detail the cause of such Shortfall and the actions that Seller has taken or plans to take to remedy such cause going forward. Seller may adjust the quantities in Attachment C to quantities mutually agreed upon by the Parties based on final equipment selection. Seller must provide Notice to Buyer of such proposed adjustments to the quantities in Attachment C no less than six (6) months prior to the current Commercial Operation Date Deadline (based on the current Completion Deadline). To the extent that the Parties do not agree on the proposed adjustments to the quantities in Attachment C, the original agreed upon quantities shall remain in Attachment C. Within two (2) Business Days following the Commercial Operation Date, Seller shall provide Buyer with the pro-rated quantities, subject to mutual agreement of the Parties, for Contract Year 1 and Contract Year in Attachment C. Such pro-rated quantities shall be based, for Contract Year 1, on the Contract Quantity for Contract Year 2, and for Contract Year , on the Contract Quantity for Contract Year .

Contract Quantity and Guaranteed Energy Production. Seller has estimated that following the Commercial Operation Date, the Facility will deliver an annual expected performance output of Net Energy for each year of the Term as set forth in Attachment C (the “Contract Quantity”); provided that the Contract Quantity for Net ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 18 of 150 Energy for the applicable period shall be reduced to the extent any condition arises under Section 5.1(f). If, starting with the second Contract Year, the Facility fails to deliver eighty-five percent (85%) of the Contract Quantity (as adjusted, and regarding Net Energy) in any particular Contract Year (the “Guaranteed Energy Production”), then a shortfall of Net Energy with respect to such Contract Year equal to the difference between the Guaranteed Energy Production and the Net Energy actually delivered (a “Shortfall”) shall be deemed to exist, and Seller shall pay to Buyer in respect of such Shortfall an amount equal to fifty percent (50%) of the applicable Net Energy Rate in $/kWh specified in Attachment B for that Contract Year multiplied by the amount of the Shortfall in kWh (“Performance Liquidated Damages”), which Performance Liquidated Damages shall be paid on the monthly payment date immediately succeeding the Contract Year for which Seller’s obligation to pay such amounts arose or within 30 (thirty) days of delivery of an invoice from Buyer to Seller if the Shortfall occurred in the final Contract Year. Additionally, Seller shall submit a written report to Buyer and the South Carolina Office of Regulatory Staff within 30 (thirty) days after Buyer submits to Seller an invoice for Performance Liquidated Damages pursuant to this Section 3.5, and such report shall reasonably detail the cause of such Shortfall and the actions that Seller has taken or plans to take to remedy such cause going forward. Seller may adjust the quantities in Attachment C to quantities mutually agreed upon by the Parties based on final equipment selection. Seller must provide Notice to Buyer of such proposed adjustments to the quantities in Attachment C no less than six (6) months prior to the current Commercial Operation Date Deadline (based on the current Completion Deadline). To the extent that the Parties do not agree on the proposed adjustments to the quantities in Attachment C, the original agreed upon quantities shall remain in Attachment C. Within two (2) Business Days following the Commercial Operation Date, Seller shall provide Buyer with the proELECTRONICALLY FILED - 2019 September 20 5:06 PM - SCPSC - Docket # 2019-rated quantities, subject to mutual agreement 184-E - Page 17 of the Parties, for Contract Year 1 and Contract Year in Attachment C. Such pro-rated quantities shall be based, for Contract Year 1, on the Contract Quantity for Contract Year 2, and for Contract Year , on the Contract Quantity for Contract Year .66

Contract Quantity and Guaranteed Energy Production. Seller has estimated that following the Commercial Operation Date, the Facility will deliver an annual expected performance output of Net Energy for each year of the Term as set forth in Attachment C (the “"Contract Quantity”"); provided that the Contract Quantity for Net ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 18 of 150 Energy for the applicable period shall be reduced to the extent any condition arises under of the following occur: (a) Interconnecting Utility outages (unless caused by Seller's action or inaction), (b) Buyer's inability to accept Net Energy (including Curtailed Energy as described in Section 5.1(f)), unless caused by Seller's action or inaction, (c) any directive ofSCE&G Transmission, and (d) events afForce Majeure. If, starting with the second Contract Year, the Facility fails to deliver eighty-five percent (85%) of the Contract Quantity (as adjusted, and regarding Net Energy) in any particular Contract Year (the “"Guaranteed Energy Production”"), then a shortfall of Net Energy with respect to such Contract Year equal to the difference between the Guaranteed Energy Production and the Net Energy actually delivered (a “"Shortfall”") shall be deemed to exist, and Seller shall pay to Buyer in respect of such Shortfall an amount equal to fifty percent (50%) of the applicable Net Summer Months On-Peak Hours Energy Rate in $/kWh specified in Attachment B for that Contract Year multiplied by the amount of the Shortfall in kWh (“"Performance Liquidated Damages”"), which Performance Liquidated Damages shall be paid on the monthly payment date immediately succeeding the Contract Year for which Seller’s 's obligation to pay such amounts arose or within 30 (thirty) days of delivery of an invoice from Buyer to Seller if the Shortfall occurred in the final Contract Year. Additionally, Seller shall submit a written report to Buyer and the South Carolina Office of Regulatory Staff within 30 (thirty) days after Buyer submits to Seller an invoice for Performance Liquidated Damages pursuant to this Section 3.5, and such report shall reasonably detail the cause of such Shortfall and the actions that Seller has taken or plans to take to remedy such cause going forward. Seller may adjust the quantities in Attachment C to quantities mutually agreed upon by the Parties based on final equipment selection. Seller must provide Notice to Buyer of such proposed adjustments to the quantities in Attachment C no less than six (6) months prior to the current Commercial Operation Date Deadline (based on the current Completion Deadline). To the extent that the Parties do not agree on the proposed adjustments to the quantities in Attachment C, the original agreed upon quantities shall remain in Attachment C. Within two (2) Business Days following the Commercial Operation Date, Seller shall provide Buyer with the pro-rated quantities, subject to mutual agreement of the Parties, for Contract Year 1 and Contract Year 11 in Attachment C. Such pro-rated quantities shall be based, for Contract Year 1, on the Contract Quantity for Contract Year 2, and for Contract Year 11, on the Contract Quantity for Contract Year .10. Within two (2) Business Days following the Commercial Operation Date, Seller shall also provide Buyer with the Contract Quantities for the potential Additional Term, including pro-rated quantities, subject to mutual agreement of the Parties, for the 3QAS1otFfCTC.1hAunopQdu6as,eocCoCSrodachYauYrhn1n1nraieciomoagfafl t1etn0lrteoniolinrnrlietlao’oa,dioeretatrytsndryrnrnceirncati dOrFAitetaeanohapSa csTcti eseicsiaigonleoirlnsteinyfasrsftb’.es

Contract Quantity and Guaranteed Energy Production. Seller has estimated that following the Commercial Operation Date, the Facility will deliver an annual expected performance output of Net Energy for each year of the Term as set forth in Attachment C (the “Contract Quantity”); provided that the Contract Quantity for Net ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 18 of 150 Energy for the applicable period shall be reduced to the extent any condition arises under Section 5.1(f). If, starting with the second Contract Year, the Facility fails to deliver eighty-five percent (85%) of the Contract Quantity (as adjusted, and regarding Net Energy) in any particular Contract Year ELECTRONICALLY FILED - 2023 March 6 3:13 PM - SCPSC - Docket # 2023-15-E - Page 18 of 69 Effective on Approval of the Public Service Commission of South Carolina (the “Guaranteed Energy Production”), then a shortfall of Net Energy with respect to such Contract Year equal to the difference between the Guaranteed Energy Production and the Net Energy actually delivered (a “Shortfall”) shall be deemed to exist, and Seller shall pay to Buyer in respect of such Shortfall an amount equal to fifty percent (50%) of the applicable Net Energy Rate in $/kWh specified in Attachment B for that Contract Year multiplied by the amount of the Shortfall in kWh (“Performance Liquidated Damages”), which Performance Liquidated Damages shall be paid on the monthly payment date immediately succeeding the Contract Year for which Seller’s obligation to pay such amounts arose or within 30 (thirty) days of delivery of an invoice from Buyer to Seller if the Shortfall occurred in the final Contract Year. Additionally, Seller shall submit a written report to Buyer and the South Carolina Office of Regulatory Staff within 30 (thirty) days after Buyer submits to Seller an invoice for Performance Liquidated Damages pursuant to this Section 3.5, and such report shall reasonably detail the cause of such Shortfall and the actions that Seller has taken or plans to take to remedy such cause going forward. Seller may adjust the quantities in Attachment C to quantities mutually agreed upon by the Parties based on final equipment selection. Seller must provide Notice to Buyer of such proposed adjustments to the quantities in Attachment C no less than six (6) months prior to the current Commercial Operation Date Deadline (based on the current Completion Deadline). To the extent that the Parties do not agree on the proposed adjustments to the quantities in Attachment C, the original agreed upon quantities shall remain in Attachment C. Within two (2) Business Days following the Commercial Operation Date, Seller shall provide Buyer with the pro-rated quantities, subject to mutual agreement of the Parties, for Contract Year 1 and Contract Year 11 in Attachment C. Such pro-rated quantities shall be based, for Contract Year 1, on the Contract Quantity for Contract Year 2, and for Contract Year 11, on the Contract Quantity for Contract Year 10.

Contract Quantity and Guaranteed Energy Production. Seller has estimated that following the Commercial Operation Date, the Facility will deliver an annual expected performance output of Net Energy for each year of the Term as set forth in Attachment C (the “"Contract Quantity”"); provided that that, for purposes of calculating a Shortfall, the Contract Quantity for Net ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 18 of 150 Energy for the applicable period shall be reduced on an equitable basis due to any of the extent any condition arises under following: (a) Interconnecting Utility outages, unless caused by Seller's action or inaction; (b) Buyer's inability to accept Net Energy (including Curtailed Energy as described in Section 5.1(f)), unless caused by Seller's action or inaction; (c) any directive of SCE&G Transmission; and (d) events of Force Majeure. If, starting with the second Contract Year, the Facility fails to deliver eighty-five percent (85%) of the Contract Quantity (as adjusted, and regarding Net Energy) in any particular Contract Year (the “"Guaranteed Energy Production”"), then a shortfall of Net Energy with respect to such Contract Year equal to the difference between the Guaranteed Energy Production and the Net Energy actually delivered (a “"Shortfall”") shall be deemed to exist, and Seller shall pay to Buyer in respect of such Shortfall an amount equal to fifty percent (50%) of the applicable Net Summer Months On-Peak Hours Energy Rate in $/kWh specified in Attachment B for that Contract Year multiplied by the amount of the Shortfall in kWh (“"Performance Liquidated Damages”"), which Performance Liquidated Damages shall be paid on the monthly payment date immediately succeeding the Contract Year for which Seller’s 's obligation to pay such amounts arose or within 30 (thirty) days of delivery of an invoice from Buyer to Seller if the Shortfall occurred in the final Contract Year. Additionally, Seller shall submit a written report to Buyer and the South Carolina Office of Regulatory Staff within 30 (thirty) days after Buyer submits to Seller an invoice for Performance Liquidated Damages pursuant to this Section 3.5, and such report shall reasonably detail the cause of such Shortfall and the actions that Seller has taken or plans to take to remedy such cause going forward. Seller may adjust the quantities in Attachment C to quantities mutually agreed upon by the Parties based on final equipment selection. Seller must provide Notice to Buyer of such proposed adjustments to the quantities in Attachment C no less than six three (63) months prior to the current Commercial Operation Date Deadline (based on the current Completion Deadline)Date. To the extent that the Parties do not agree on the proposed adjustments to the quantities in Attachment C, the original agreed upon quantities shall remain in Attachment C. Within two (2) Business Days following the Commercial Operation Date, Seller shall provide to Buyer with the pro-rated quantities, subject to mutual agreement of the Parties, for Contract Year 1 and Contract Year 21 in Attachment C. Such pro-rated quantities shall be based, for Contract Year 1, on the Contract Quantity for Contract Year 2, and for Contract Year 21, on the Contract Quantity for Contract Year 20.

Contract Quantity and Guaranteed Energy Production. Seller has estimated that following the Commercial Operation Date, the Facility will deliver an annual expected performance output of Net Energy for each year of the Term as set forth in Attachment C (the “Contract Quantity”); provided that the Contract Quantity for Net ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 18 of 150 Energy for the applicable period shall be reduced to the extent any condition arises under Section 5.1(f). If, starting with the second Contract Year, the Facility fails to deliver eighty-five percent (85%) of the Contract Quantity (as adjusted, and regarding Net Energy) in any particular Contract Year ELECTRONICALLY FILED - 2023 March 6 3:13 PM - SCPSC - Docket # 2023-15-E - Page 18 of 71 Effective on Approval of the Public Service Commission of South Carolina (the “Guaranteed Energy Production”), then a shortfall of Net Energy with respect to such Contract Year equal to the difference between the Guaranteed Energy Production and the Net Energy actually delivered (a “Shortfall”) shall be deemed to exist, and Seller shall pay to Buyer in respect of such Shortfall an amount equal to fifty percent (50%) of the applicable Net Energy Rate in $/kWh specified in Attachment B for that Contract Year multiplied by the amount of the Shortfall in kWh (“Performance Liquidated Damages”), which Performance Liquidated Damages shall be paid on the monthly payment date immediately succeeding the Contract Year for which Seller’s obligation to pay such amounts arose or within 30 (thirty) days of delivery of an invoice from Buyer to Seller if the Shortfall occurred in the final Contract Year. Additionally, Seller shall submit a written report to Buyer and the South Carolina Office of Regulatory Staff within 30 (thirty) days after Buyer submits to Seller an invoice for Performance Liquidated Damages pursuant to this Section 3.5, and such report shall reasonably detail the cause of such Shortfall and the actions that Seller has taken or plans to take to remedy such cause going forward. Seller may adjust the quantities in Attachment C to quantities mutually agreed upon by the Parties based on final equipment selection. Seller must provide Notice to Buyer of such proposed adjustments to the quantities in Attachment C no less than six (6) months prior to the current Commercial Operation Date Deadline (based on the current Completion Deadline). To the extent that the Parties do not agree on the proposed adjustments to the quantities in Attachment C, the original agreed upon quantities shall remain in Attachment C. Within two (2) Business Days following the Commercial Operation Date, Seller shall provide Buyer with the pro-rated quantities, subject to mutual agreement of the Parties, for Contract Year 1 and Contract Year in Attachment C. Such pro-rated quantities shall be based, for Contract Year 1, on the Contract Quantity for Contract Year 2, and for Contract Year , on the Contract Quantity for Contract Year .

Contract Quantity and Guaranteed Energy Production. Seller has estimated that following the Commercial Operation Date, the Facility will deliver an annual expected performance output of Net Energy for each year of the Term as set forth in Attachment C (the “"Contract Quantity”"); provided that the Contract Quantity for Net ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 18 of 150 Energy for the applicable period shall be reduced to the extent any condition arises under of the following occur: (a) Interconnecting Utility outages (unless caused by Seller's action or inaction), (b) Buyer's inability to accept Net Energy (including Curtailed Energy as described in Section 5.1(f)), unless caused by Seller's action or inaction, (c) any directive of SCE&G Transmission, and (d) events of Force Majeure. If, starting with the second Contract Year, the Facility fails to deliver eighty-five percent (85%) of the Contract Quantity (as adjusted, and regarding Net Energy) in any particular Contract Year (the “"Guaranteed Energy Production”"), then a shortfall of Net Energy with respect to such Contract Year equal to the difference between the Guaranteed Energy Production and the Net theN et Energy actually delivered (a “"Shortfall”") shall be deemed to exist, and Seller shall pay to Buyer in respect of such Shortfall an amount equal to fifty percent (50%) of the applicable Net Summer Months On-Peak Hours Energy Rate in $/kWh specified in Attachment B for that Contract Year multiplied by the amount of the Shortfall in kWh (“"Performance Liquidated Damages”"), which Performance Liquidated Damages shall be paid on the monthly payment date immediately succeeding the Contract Year for which Seller’s 's obligation to pay such amounts arose or within 30 (thirty) days of delivery of an invoice from Buyer to Seller if the Shortfall occurred in the final Contract Year. Additionally, Seller shall submit a written report to Buyer and the South Carolina Office of Regulatory Staff within 30 (thirty) days after Buyer submits to Seller an invoice for Performance Liquidated Damages pursuant to this Section 3.5, and such report shall reasonably detail the cause of such Shortfall and the actions that Seller has taken or plans to take to remedy such cause going forward. Seller may adjust the quantities in Attachment C to quantities mutually agreed upon by the Parties based on final equipment selection. Seller must provide Notice to Buyer of such proposed adjustments to the quantities in Attachment C no less than six (6) months prior to the current Commercial Operation Date Deadline (based on the current Completion Deadline). To the extent that the Parties do not agree on the proposed adjustments to the quantities in Attachment C, the original agreed upon quantities shall remain in Attachment C. Within two (2) Business Days following the Commercial Operation Date, Seller shall provide Buyer with the pro-rated quantities, subject to mutual agreement of the Parties, for Contract Year 1 and Contract Year 11 in Attachment C. Such pro-rated quantities shall be based, for Contract Year 1, on the Contract Quantity for Contract Year 2, and for Contract Year 11, on the Contract Quantity for Contract Year .10. Within two (2) Business Days following the Commercial Operation Date, Seller shall also provide Buyer with the Contract Quantities for the potential Additional Term, including pro-rated quantities, subject to mutual agreement of the Parties, for the 3ASQ1optFfCTC.1hqAunoprQdu6aso,eoucCboSrobdachYaufrfhna1enraeaci omagfrfaln t1etnlsrtoaniolirirnrlietleao’odtaioeretariytsendrdryntnceirnciati, OdFrAitetaeanohapSacsTctesteiciaigonloleoirlnrsteinydfasrsftbe’(.es 3gsbtaFPfhtrynaeaaecttdtccnareaireeixtxanlesrdinvda,ttiayylteisxt.scs.o8ufArcthtraisbe