Common use of Development of the Facility Clause in Contracts

Development of the Facility. a) The Concessionaire shall undertake at its expense the development and upgradation of the Facility, in accordance with terms of Clearances, Technical Requirements and the terms and conditions of this Agreement, or where not so specified, in accordance with Good Industry Practices. b) The Concessionaire may implement the Project on its own or through Contractor(s). The Concessionaire shall commence the development and upgradation of the Facility within 30 days of the Compliance Date and ensure that substantial completion of the Facility (like Staff as per norms, Installation of the Furniture /Equipment, Availability of Power Load as per norms etc.) is achieved by . However, if the Concessionaire deems, he may ensure substantial completion before due date. c) The appointment of Contractor(s) shall not, in any manner, relieve the Concessionaire of its obligations under this Agreement. d) The Concessionaire shall ensure that the upgradation works shall comprise only materials and goods which shall be of sound quality and which shall have been manufactured and prepared and all workmanship shall be in accordance with Good Industry Practices and that each part of the works shall be fit for the purpose for which it is required as stated in or as may be reasonably inferred from the plans. e) The Concessionaire acknowledges that all debris and construction and building materials (sand, gravel, stone, rock, loose earth etc.) lying at the Project Site or generated during upgradation of the Facility shall be the property of the Concessioning Authority. The Concessionaire shall dispose of at its cost such debris and construction and building materials in accordance with the written instructions issued by the Concessioning Authority from time to time. f) The Concessionaire shall achieve Substantial Completion by in accordance with the terms and conditions of this Agreement. However, if the Concessionaire deems, he may ensure substantial completion before the due date. g) If the Substantial Completion of the Facility is delayed due to an act or omission of the Concessionaire or its Contractor(s), sub- contractors, agents or employees in contravention of its obligations under this Agreement or the Project Agreements it shall be a Concessionaire Event of Default. If the Substantial Completion is delayed due to an act or omission of the Concessioning Authority in contravention of its obligations under this Agreement, the Concession Period shall be extended for a period of time equal to the period of such delay. h) When the Concessionaire reasonably believes that Substantial Completion has been achieved the Concessionaire shall so notify the Concessioning Authority in writing. This notice, in any case, will not be later than . Such notice will set out the place, date and time when the inspection for such works shall be held (which shall not be on a date that is earlier than 7 days following the date of such notice). The Concessioning Authority shall have the right to attend such inspection and assessment. i) Intentionally left blank j) Intentionally left blank k) The Concessionaire shall commence Academic Operations of the Facility upon achieving Substantial Completion and on issue of a ‘Substantial Completion Certificate’ by the Concessioning Authority.

Development of the Facility. a) The Concessionaire Seller shall undertake at its expense perform, or cause to be performed, all activities necessary to complete the development design, construction and upgradation commissioning of the Generating Facility, at the Site by the Final In-Service Date. The Seller shall ensure that the Generating Facility is designed and constructed to operate in accordance with terms of Clearances, Technical Requirements and the terms and conditions requirements of this Agreement, or where not so specified, in accordance with Good Industry PracticesAgreement from the Commercial Operation Date until expiry of the Term. b) The Concessionaire Before the Commercial Operation Date, the Seller may implement modify the Project on design ofthe Generating Facility from the design proposed in its own or through Contractor(s). The Concessionaire shall commence response to the development and upgradation request for proposals under Section 4B of the Facility within 30 days Electricity Act (Nova Scotia) if the modification does not result, either directly or indirectly, in a failure to maintain the requirements for a procurement administrator to award a contract under Section 37C of the Compliance Date and ensure that substantial completion Renewable Electricity Regulations (Nova Scotia), change the Site, increase the Energy Rate, or increase or be reasonably expected to increase the Annual Net Output. Any modification of the Facility (like Staff as per norms, Installation design of the Furniture /EquipmentGenerating Facility requires written notice to the Utility. Provided that such modification is in accordance with the provisions of this Section 2(b), Availability the notice provided by the Seller shall be deemed to be incorporated into this Agreement as part of Power Load as per norms etc.) is achieved by . However, if the Concessionaire deems, he may ensure substantial completion before due dateSchedule “C” - Project Description. c) The appointment of Contractor(s) Seller shall not, in any manner, relieve the Concessionaire of perform its obligations under Section 2(a), or cause them to be performed, using Good Utility Practice and in compliance with the Laws and Regulations and all applicable provisions of this AgreementAgreement (including the Project Description). Without limiting the foregoing, the Seller shall obtain and maintain, or cause to be obtained and maintained, all relevant Permits required for the design, development, construction, interconnection, commissioning and operation of the Project and shall ensure that all requirements for notifications and inspections under the Electrical Installation and Inspection Act (Nova Scotia) and Electrical Code Regulations (Nova Scotia) are fulfilled. d) The Concessionaire Seller shall ensure that not make any material modification to the upgradation works shall comprise only materials and goods which shall be of sound quality and which shall have been manufactured and prepared and all workmanship shall be in accordance with Good Industry Practices and that each part Generating Facility on or after the Commercial Operation Date without the prior written consent of the works shall Utility in its sole discretion. For clarity, modifications which occur because of regular Generating Facility repair and maintenance that do not change the Aggregate Name Plate Capacity or increase Energy production beyond 110 percent ofthe Annual Net Output, would not be fit for considered material. Any modification affecting the purpose for which it is required as stated in or as may be reasonably inferred from the plans. e) The Concessionaire acknowledges that all debris and construction and building materials (sand, gravel, stone, rock, loose earth etc.) lying at the Project Site or generated during upgradation output of the a Generating Facility shall be the property of the Concessioning Authority. The Concessionaire shall dispose of at its cost such debris and construction and building materials in accordance with the requires written instructions issued by the Concessioning Authority from time to time. f) The Concessionaire shall achieve Substantial Completion by in accordance with the terms and conditions of this Agreement. However, if the Concessionaire deems, he may ensure substantial completion before the due date. g) If the Substantial Completion of the Facility is delayed due to an act or omission of the Concessionaire or its Contractor(s), sub- contractors, agents or employees in contravention of its obligations under this Agreement or the Project Agreements it shall be a Concessionaire Event of Default. If the Substantial Completion is delayed due to an act or omission of the Concessioning Authority in contravention of its obligations under this Agreement, the Concession Period shall be extended for a period of time equal notice to the period of such delayUtility. h) When the Concessionaire reasonably believes that Substantial Completion has been achieved the Concessionaire shall so notify the Concessioning Authority in writing. This notice, in any case, will not be later than . Such notice will set out the place, date and time when the inspection for such works shall be held (which shall not be on a date that is earlier than 7 days following the date of such notice). The Concessioning Authority shall have the right to attend such inspection and assessment. i) Intentionally left blank j) Intentionally left blank k) The Concessionaire shall commence Academic Operations of the Facility upon achieving Substantial Completion and on issue of a ‘Substantial Completion Certificate’ by the Concessioning Authority.

Development of the Facility. (a) The Concessionaire Seller shall undertake at use its expense best efforts to develop and construct a turn-key facility capable of performing such processes in connection with the development spinning, weaving, dyeing, finishing and upgradation distribution of the Facility, in accordance with terms of Clearances, Technical Requirements fabric and the terms cutting, sewing, finishing and conditions distribution of this Agreementapparel as the Purchaser may request, or where not so specified, in accordance with Good Industry Practices. b) The Concessionaire may implement the Project on its own or through Contractor(s). The Concessionaire shall commence the development and upgradation of the Facility within 30 days of the Compliance Date and ensure that substantial completion of the Facility (like Staff as per norms, Installation of the Furniture /Equipment, Availability of Power Load as per norms etc.) is achieved by . However, if the Concessionaire deems, he may ensure substantial completion before due date. c) The appointment of Contractor(s) shall not, in any manner, relieve the Concessionaire of its obligations under this Agreement. d) The Concessionaire shall ensure that the upgradation works shall comprise only materials and goods which shall be of sound quality and which shall have been manufactured and prepared and all workmanship shall be in accordance with Good Industry Practices and that each part of the works shall be fit for the purpose for which it is required as stated in or as may be reasonably inferred from the plans. e) The Concessionaire acknowledges that all debris and construction and building materials (sand, gravel, stone, rock, loose earth etc.) lying at the Project Site or generated during upgradation of the Facility shall be the property of the Concessioning Authority. The Concessionaire shall dispose of at its cost such debris and construction and building materials in accordance with the written instructions issued by design goals, timetable and specifications established pursuant to Section 1(d) (the Concessioning Authority "Facility"). (b) From time to time during the Development Term (as defined in Section 3(a) below), the Seller shall provide such reports as the Purchaser reasonably may request concerning the development of the Facility. The Purchaser and its representatives, attorneys, consultants and agents shall have the right from time to timetime during the Development Term, without notice to or the consent of the Seller, to inspect the Facility. f(c) The Concessionaire shall achieve Substantial Completion by in accordance with Purchaser hereby appoints ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇, and the Seller hereby appoints ▇▇▇▇▇ ▇▇▇▇▇, to supervise the development of the Facility and grant such persons the authority to amend or waive any of the terms and or conditions of this AgreementAgreement on behalf of the party appointing such person. However, if The Purchaser and the Concessionaire deems, he may ensure substantial completion before Seller shall have the due dateright from time to time to terminate the foregoing appointments and to appoint substitute representatives by giving written notice thereof to the other party. g(d) If From time to time during the Substantial Completion of the Facility is delayed due to an act or omission of the Concessionaire or its Contractor(s), sub- contractors, agents or employees in contravention of its obligations under this Agreement or the Project Agreements it shall be a Concessionaire Event of Default. If the Substantial Completion is delayed due to an act or omission of the Concessioning Authority in contravention of its obligations under this AgreementDevelopment Term, the Concession Period shall be extended for a period of time equal to the period of such delay. h) When the Concessionaire reasonably believes that Substantial Completion has been achieved the Concessionaire shall so notify the Concessioning Authority in writing. This notice, in any case, will not be later than . Such notice will set out the place, date and time when the inspection for such works shall be held (which shall not be on a date that is earlier than 7 days following the date of such notice). The Concessioning Authority Purchaser shall have the right to attend such inspection amend the design goals, timetable and assessmentspecifications for the Facility theretofore established by the Purchaser by delivering to the Seller a written change order (a "Change Order") which shall describe in reasonable detail the amendment effected thereby. The Seller shall use its best efforts to implement promptly the changes in the design goals, timetable or specifications for the Facility contained in each Change Order. (e) The Seller (i) Intentionally left blank jshall comply in all respects with all laws, rules and regulations applicable to the development, construction and operation of the Facility, (ii) Intentionally left blank k) The Concessionaire shall commence Academic Operations obtain all permits, licenses and approvals of or from all persons necessary for the development, construction and testing of the Facility upon achieving Substantial Completion and on issue of a ‘Substantial Completion Certificate’ by the Concessioning AuthoritySeller and (iii) shall obtain, on behalf of the Purchaser, all permits, licenses and approvals of or from all persons necessary for the purchase and operation of the Facility by the Purchaser, including, but not limited to, all those laws, rules, regulations, permits, licenses and approvals relating to environmental matters which are set forth on Schedule 1 . ---------- (f) On or before June 30, 1999, the Purchaser shall develop and shall deliver to the Seller detailed written procedures (the "Approval Procedures") for determining whether the Facility is capable of performing each process in the manufacture and distribution of fabric and apparel in accordance with the specifications theretofore established by the Purchaser. The Approval Procedures, when delivered by the Purchaser to the Seller, shall become a part of this Agreement. The Seller shall cooperate with the Purchaser in performing the Approval Procedures at the direction and under the supervision and control of the Purchaser. (g) The Purchaser and the Seller jointly may agree, from time to time, on such further terms and conditions as may be mutually acceptable, that the Purchaser shall lend to the Seller an aggregate amount not to exceed U.S. $10 million; provided, however, that such amount (i) shall be repaid in full -------- concurrently with the purchase by the Purchaser of the Facility pursuant to Section 4 and (ii) shall be used solely to purchase the real property on which the Facility is located and to construct the Facility and not for any other purpose, including, but not limited to, operating expenses of the Facility.