Common use of Milestone Schedule Clause in Contracts

Milestone Schedule. (a) Attached as Appendix I is a milestone schedule with deadlines for the development of the Facility through the Commercial Operation Date (each milestone, a “Milestone” and each date, a “Milestone Date”). Until the Commercial Operation Date, Seller shall provide Buyer a report, which report shall be provided on a quarterly basis until the date that is six (6) months prior to the scheduled Commercial Operation Date, at which time, such reports shall be provided on a Monthly basis, and which shall include (i) a description of the Site plan for the Facility, (ii) a description of any planned changes to the Facility or Site plan since the previously delivered report, (iii) a bar chart schedule showing progress to achieving the remaining Milestones, (iv) a chart showing the critical path schedule of major items and activities, (v) a summary of activities at the Facility during the previous Month, (vi) a forecast of activities during the then-current Month, (vii) a list of any issues that could impact Seller’s achievement of Milestones by the applicable Milestone Dates, and (viii) pictures, in sufficient quantity and of appropriate detail, documenting construction and startup progress with respect to the Facility. If Seller anticipates that it will not achieve a Milestone by the applicable Milestone Date (as such date may be extended pursuant to this Section 3.6), Seller shall promptly prepare and deliver to Buyer a remedial action plan (“Remedial Action Plan”) which shall set forth (a) the anticipated period of delay, (b) the basis for such delay, (c) an outline of the steps that Seller is taking to address the delay, (d) a proposed revised date for achievement of the applicable Milestone and (e) such other information and in such detail as may be reasonably requested by ▇▇▇▇▇. Except as set forth in Section 3.6(c), Seller shall not have any liability for failure to timely achieve a Milestone other than the obligation to submit a Remedial Action Plan provided, however, that the foregoing shall not limit Buyer’s right to exercise any right or remedy available under this Agreement or at law or in equity for any other Default occurring concurrently with or before or after Seller’s delay in achievement of the applicable Milestone. (b) Each Milestone Date (other than the Outside Commercial Operation Date) shall be extended, on a day-for-day basis to the extent Seller is unavoidably delayed in achieving such Milestone due to (i) the failure by Buyer to perform any covenant or obligation under this Agreement or (ii) Force Majeure. (c) If Seller fails to achieve any Key Milestone by the Milestone Date (as extended pursuant to Section 3.6(b)), Seller shall pay liquidated damages to Buyer in an amount equal to (i) the number of days between the Milestone Date and the date upon which such Key Milestone is achieved (or the Agreement is terminated by Buyer), multiplied by (ii) the applicable daily liquidated damage amount set forth for such Key Milestone in Appendix I (the “Daily Delay Damages”), subject to a maximum amount for any Key Milestone equal to the daily damage amount in (ii) above multiplied by three hundred sixty-five (365) days, at which point Buyer shall have the right in its sole discretion, to either (A) terminate this Agreement, or

Milestone Schedule. (a) Attached as Appendix I is a milestone schedule with deadlines for the development of the Facility through the Commercial Operation Date (each milestone, a “Milestone” and each datedate by which a Milestone is to be completed, a “Milestone Date”). Seller shall achieve each Milestone by the Milestone Date therefor. Until the Commercial Operation Date, Seller shall provide Buyer Buyers’ Agent with a report, which report shall be provided on a quarterly basis (until the date that is six (6) months prior to the scheduled Commercial Operation Date, at which time, time such reports shall be provided on a Monthly basis, and which shall include ) that includes: (i) a description of the Site plan for the Facility, (ii) a description of any planned changes to the Facility or Site plan since the previously delivered report, (iii) a bar chart schedule showing progress to achieving the remaining Milestones, (iv) a chart showing the critical path schedule of major items and activities, (v) a summary of activities at the Facility during the previous Month, (vi) a forecast of activities during the then-current Month, (vii) a list of any issues that could impact Seller’s achievement of Milestones by the applicable Milestone Dates, and (viii) pictures, in sufficient quantity and of appropriate detail, documenting construction and startup progress with respect to the Facility. If Seller anticipates that it will not achieve a Milestone by the applicable Milestone Date (as such date may be extended pursuant to this Section 3.6), Seller shall promptly prepare and deliver to Buyer Buyers’ Agent a remedial action plan (“Remedial Action Plan”) which shall set forth (a1) the anticipated period of delay, (b2) the basis for such delay, (c3) an outline of the commercially reasonable steps that Seller is taking to address the delaydelay and to ensure that future Milestones, including the Guaranteed Commercial Operation Date, will be timely achieved, (d4) a proposed revised date for achievement of the applicable Milestone and (e5) such other information and in such detail as may be reasonably requested by ▇▇▇▇▇Buyers. Except as set forth in Section 3.6(c), Seller shall not have any liability for failure to timely achieve a Milestone other than the obligation to submit a Remedial Action Plan provided, however, that the foregoing shall not limit any Buyer’s right to exercise any right or remedy available under this Agreement or at law or in equity for any other Default occurring concurrently with or before or after Seller’s delay in achievement of the applicable Milestone. (b) Each Milestone Date (other than the Outside Commercial Operation Date) shall be extended, on a day-for-day basis to the extent Seller is unavoidably delayed in achieving such Milestone due to (i) the failure by Buyer to perform any covenant or obligation under this Agreement or (ii) Force Majeure. (c) If Seller fails to achieve any Key Milestone by the Milestone Date (as extended pursuant to Section 3.6(b))actually, Seller shall pay liquidated damages to Buyer in an amount equal to (i) the number of days between the Milestone Date and the date upon which such Key Milestone is achieved (or the Agreement is terminated by Buyer), multiplied by (ii) the applicable daily liquidated damage amount set forth for such Key Milestone in Appendix I (the “Daily Delay Damages”), subject to a maximum amount for any Key Milestone equal to the daily damage amount in (ii) above multiplied by three hundred sixty-five (365) days, at which point Buyer shall have the right in its sole discretion, to either (A) terminate this Agreement, ordemonstrably and

Milestone Schedule. (a) Attached as Appendix I is a milestone schedule with deadlines for the development of the Facility through the Commercial Operation Date (each milestone, a “Milestone” and each datedate by which a Milestone is to be completed, a “Milestone Date”). Seller shall achieve each Milestone by the Milestone Date therefor. Until the Commercial Operation Date, Seller shall provide Buyer with a report, which report shall be provided on a quarterly basis (until the date that is six (6) months prior to the scheduled Commercial Operation Date, at which time, time such reports shall be provided on a Monthly basis, and which shall include ) that includes: (i) a description of the Site plan for the Facility, (ii) a description of any planned changes to the Facility or Site plan since the previously delivered report, (iii) a bar chart schedule showing progress to achieving the remaining Milestones, (iv) a chart showing the critical path schedule of major items and activities, (v) a summary of activities at the Facility during the previous Month, (vi) a forecast of activities during the then-current Month, (vii) a list of any issues that could impact Seller’s achievement of Milestones by the applicable Milestone Dates, and (viii) pictures, in sufficient quantity and of appropriate detail, documenting construction and startup progress with respect to the Facility. If Seller anticipates that it will not achieve a Milestone by the applicable Milestone Date (as such date may be extended pursuant to this Section 3.6), Seller shall promptly prepare and deliver to Buyer a remedial action plan (“Remedial Action Plan”) ), which shall set forth (a1) the anticipated period of delay, (b2) the basis for such delay, (c3) an outline of the commercially reasonable steps that Seller is taking to address the delaydelay and to ensure that future Milestones, including the Guaranteed Commercial Operation Date, will be timely achieved, (d4) a proposed revised date for achievement of the applicable Milestone and (e5) such other information and in such detail as may be reasonably requested by ▇▇▇▇▇Buyer. Except as set forth in Section 3.6(c), Seller shall not have any liability for failure to timely achieve a Milestone other than the obligation to submit a Remedial Action Plan Plan; provided, however, that the foregoing shall not limit Buyer’s right to exercise any right or remedy available under this Agreement or at law or in equity for any other Default occurring concurrently with or before or after Seller’s delay in achievement of the applicable Milestone. (b) Each Milestone Date (other than including the Outside Commercial Operation Date) shall may be extended, on a day-for-day basis to the extent Seller is actually, demonstrably and unavoidably delayed in achieving such Milestone due to (i) the failure by Buyer to perform any covenant or obligation under this Agreement or (ii) Force Majeure; provided that the Outside Commercial Operation Date shall not be extended beyond June 30, 2017, for any reason whatsoever. (c) If Seller fails to achieve any Key Milestone by the applicable Milestone Date, including a failure to achieve the Commercial Operation Date by the Guaranteed Commercial Operation Date (as may be extended pursuant to Section 3.6(b)), Seller shall pay liquidated damages to Buyer in an amount equal to (i) the number of days between the Milestone Date and the date upon which such Key Milestone is achieved (or the Agreement is terminated by Buyer), multiplied by (ii) the applicable daily liquidated damage amount set forth for such Key Milestone in Appendix I (the “Daily Delay Damages”). For the avoidance of doubt, subject if multiple Key Milestones are missed, Seller shall pay Daily Delay Damages for each Key Milestone. If Seller fails to a maximum amount for achieve any Key Milestone equal to other than the daily damage amount in Guaranteed Commercial Operation Date, by the date that is one hundred eighty (ii180) above multiplied by three hundred sixty-five (365) daysdays after the Milestone Date for such Key Milestone, at which point Buyer shall have the right in its sole discretion, to either discretion and without penalty to (A1) terminate this AgreementAgreement for a Default under Section 13.4, oror (2) allow Seller to continue to pay the Daily Delay Damages to Buyer, during which time such Buyer shall not terminate the Agreement based on Seller’s failure to timely achieve such Key Milestone. If Seller achieves the Commercial Operation Date on or before the Guaranteed Commercial Operation Date, then Buyer shall refund to Seller, without interest, any amounts previously paid to such Buyer as Daily Delay Damages for failure to achieve the Environmental Compliance Key Milestone and/or the Site Control Key Milestone by the respective Milestone Date therefor. If Seller fails to achieve Commercial Operation by the Outside Commercial Operation Date (as such date may be extended pursuant to Section 3.6(b)), Buyer shall have the right in its sole discretion and without penalty to terminate this Agreement for a Default under Section 13.4. (d) The damages that Buyer would incur due to Seller’s failure to timely achieve a Key Milestone would be difficult or impossible to predict with certainty, and it is impractical or difficult to assess actual damages in those circumstances, but the Daily Delay Damages are a fair and reasonable calculation of such damages, and shall be Seller’s sole liability and obligation, and Buyers’ sole right and remedy, for Seller’s failure to achieve any Key Milestone by the Milestone Date therefor. Notwithstanding the foregoing, the Daily Delay Damages shall not limit Buyer’s right to exercise any right or remedy available under this Agreement or at law or in equity for any Default occurring concurrently with, before or after Seller’s delay in achievement of the applicable Key Milestone, or in connection with any termination for failure to achieve a Key Milestone by the Milestone Date therefor or Commercial Operation by the Outside Commercial Operation Date.

Milestone Schedule. (a) Attached as Appendix I is a milestone schedule with deadlines for the development of the Facility through the Commercial Operation Date (each milestone, a “Milestone” and each datedate by which a Milestone is to be completed, a “Milestone Date”). Until From the Effective Date until the Commercial Operation Date, Seller shall provide Buyer with a report, which report shall be provided on a quarterly basis (until the date that is six (6) months prior to the scheduled Commercial Operation Date, at which time, time such reports shall be provided on a Monthly basis, and which shall include ) that includes: (i) a description of the Site plan for the Facility, (ii) a description of any material or planned changes to the Facility or Site plan since the previously delivered report, (iii) a bar chart schedule showing progress to achieving the remaining Milestones, (iv) a chart showing description about the critical path schedule of major items and activitiesprogress relative to the Milestones, including whether Seller has met or is on target to meet the Milestones, (v) a summary of activities at the Facility during the previous MonthMonth or quarter, as applicable, (vi) a forecast of activities during the then-current MonthMonth or quarter, as applicable, (vii) a list of any issues that could are likely to potentially impact Seller’s achievement of Milestones by the applicable Milestone Dates, and (viii) pictures, in sufficient quantity and of appropriate detail, documenting construction and startup progress with respect to the Facility. If Seller anticipates that it will not achieve misses a Milestone milestone set forth in Appendix I by the applicable Milestone Date more than ten (as such date may be extended pursuant to this Section 3.6)10) Business Days, then within thirty (30) days, Seller shall promptly prepare and deliver to Buyer a remedial action plan that identifies (i) the anticipated period of delay; (ii) the basis for such delay; and (iii) a remedial action plan (“Remedial Action Plan”) which shall set forth (a) outlining the anticipated period of delay, (b) the basis for such delay, (c) an outline of the commercially reasonable steps that Seller is taking to address the delaydelay and to ensure that future milestones, (d) a proposed revised including the Commercial Operation Date, will be achieved by the required date for achievement of to the applicable Milestone and (e) such other information and in such detail as may be reasonably requested by ▇▇▇▇▇extent possible. Except as set forth in Section 3.6(c3.3(c), Seller shall not have any liability for failure to timely achieve a Milestone other than the obligation to submit a Remedial Action Plan Plan; provided, however, that the foregoing shall not limit Buyer’s right to exercise any right or remedy available under this Agreement Agreement, or at law or in equity (consistent with the terms of this Agreement), for any other Default occurring concurrently with or before or after Seller’s delay in achievement of the applicable Milestone. (b) Each Key Milestone Date (other than may be extended without being subject to Daily Delay Damages under a Development Cure Period; provided that, for the Outside avoidance of doubt, the Commercial Operation Date) shall Date cannot occur after the Commercial Operation Date Deadline, and the Commercial Operation Date Deadline cannot be extended, on a day-for-day basis to the extent Seller is unavoidably delayed in achieving such Milestone due to (i) the failure by Buyer to perform any covenant or obligation under this Agreement or (ii) Force Majeure. (c) If Seller fails to achieve any Key Milestone by the applicable Milestone Date, (as the Milestone Date (as may have been extended pursuant under a Development Cure Period), i.e., a failure to Section 3.6(b))achieve the Construction Start Certification by the Guaranteed Construction Start Date or failure to achieve the Commercial Operation Date by the Guaranteed Commercial Operation Date, Seller shall pay liquidated damages to Buyer for up to one hundred eighty (180) days for each such failure in an a daily amount for each Key Milestone equal to (i1) the number of days between the Milestone Date and the date upon which such Key Milestone is achieved (or the Agreement is terminated by Buyer)Development Security amount required hereunder, multiplied divided by (ii2) the applicable daily liquidated damage amount set forth for such Key Milestone in Appendix I one hundred eighty (180) (the “Daily Delay Damages”), subject . If Seller fails to a maximum amount for achieve any Key Milestone equal to within one hundred eighty (180) days of the daily damage amount in (ii) above multiplied by three hundred sixty-five (365) daysGuaranteed Construction Start Date or Guaranteed Commercial Operation Date, at which point as applicable, Buyer shall have the right in its sole discretiondiscretion and without penalty to (1) terminate this Agreement for a Default under Section 13.2 or (2) allow Seller to continue to pay the Daily Delay Damages to Buyer, and, to either (Athe extent Seller continues to pay Daily Delay Damages, Buyer shall not terminate this Agreement based on Seller’s failure to achieve such Key Milestone by the Milestone Date therefor. If Seller achieves the Commercial Operation Date by the Guaranteed Commercial Operation Date, then Buyer shall refund to Seller, without interest, any amounts previously paid to Buyer as Daily Delay Damages for failure to achieve a Key Milestone by the Milestone Date therefor. Buyer shall have the right to terminate this Agreement pursuant to Section 13.1(k) if Seller fails to pay the Daily Delay Damages as required by this Section 3.3(c). Either Party may terminate this Agreement, orwith no liability or penalty to Buyer, if Commercial Operation is not achieved by the Commercial Operation Date Deadline; provided that, Buyer is entitled to either the Pre-COD Termination Fee or the Damage Payment, as applicable, and within ten (10) Business Days Buyer shall return any remaining Development Security held by Buyer to Seller; provided further that Seller’s termination is not effective until the either the Pre-COD Termination Fee or the Damage Payment, as applicable, is received by Buyer. (d) In no event shall the Commercial Operation Date occur beyond the Commercial Operation Date Deadline. (e) The damages that ▇▇▇▇▇ would incur due to Seller’s failure to timely achieve a Key Milestone would be difficult or impossible to predict with certainty, and it is impractical or difficult to assess actual damages in those circumstances, but the Daily Delay Damages are a fair and reasonable calculation of such damages, and shall be Seller’s sole liability and obligation, and ▇▇▇▇▇’s sole rights and remedies, for Seller’s failure to achieve any Key Milestone by the Milestone Date therefor. Notwithstanding the foregoing, the payment of Daily Delay Damages shall not limit Buyer’s right to exercise any right or remedy available under this Agreement, or at law or in equity (consistent with the terms of this Agreement) for: (i) any Default occurring concurrently with, before or after Seller’s delay in achievement of the applicable Key Milestone or (ii) in connection with any termination for failure to achieve a Key Milestone by the Key Milestone Date including Commercial Operation within 180 days of the Guaranteed Commercial Operation Date, as may be extended by the Development Cure Period (for Commercial Operation up to the Commercial Operation Date Deadline at the latest); provided that the payment of Daily Delay Damages or other amounts drawn from the Development Security shall be taken into account when determining any damages due Buyer for such termination; provided further that in no event shall any damages, including Daily Delay Damages, owed in connection with such termination exceed the limitation of liability provided in Section 14.17(c).

Milestone Schedule. The Parties have agreed upon a schedule (the “Milestone Schedule”), appended hereto as Exhibit 1, for the performance by BAMAGAS of the activities required to complete the Pipeline and the BAMAGAS Lateral(s). Any changes to the Milestone Schedule must be agreed to in writing by the Parties. BAMAGAS shall notify CES in writing when a Milestone has been completed. In the event that BAMAGAS fails to meet any Milestone upon the expiration date of the Completion Period provided for in the Milestone Schedule after the applicable notice to proceed in writing has been received by BAMAGAS from CES or within any extension period agreed to in writing by CES, BAMAGAS shall, within ten (10) Days following such failure, provide to CES a plan (the “Cure Plan”) stating the actions it will endeavor to undertake to meet such Milestone within a period not to exceed thirty (30) Days after submission of the Cure Plan (“Cure Period”). In the event that BAMAGAS fails to provide a Cure Plan as required, or fails to diligently pursue a Cure Plan, or fails to meet the Milestone within the Cure Period, CES shall have the right (but not the obligation), upon ten (10) Days advance written notice given to BAMAGAS, to take over the construction of the Pipeline and the BAMAGAS Lateral(s) and to cause to be taken such actions to carry out BAMAGAS obligations to complete the Pipeline and/or BAMAGAS Lateral(s), at CES sole risk and expense. Upon the earlier of (a) Attached such time as Appendix I is a milestone schedule with deadlines for BAMAGAS can demonstrate to CES that it can fulfill its obligations hereunder and complete the development construction of the Facility through the Commercial Operation Date (each milestone, a “Milestone” Pipeline and each date, a “Milestone Date”). Until the Commercial Operation Date, Seller shall provide Buyer a report, which report shall be provided on a quarterly basis until the date that is six (6) months prior to the scheduled Commercial Operation Date, at which time, such reports shall be provided on a Monthly basis, and which shall include (i) a description of the Site plan for the Facility, (ii) a description of any planned changes to the Facility or Site plan since the previously delivered report, (iii) a bar chart schedule showing progress to achieving the remaining Milestones, (iv) a chart showing the critical path schedule of major items and activities, (v) a summary of activities at the Facility during the previous Month, (vi) a forecast of activities during the then-current Month, (vii) a list of any issues that could impact Seller’s achievement of Milestones by the applicable Milestone Dates, and (viii) pictures, in sufficient quantity and of appropriate detail, documenting construction and startup progress with respect to the Facility. If Seller anticipates that it will not achieve a Milestone by the applicable Milestone Date (as such date may be extended pursuant to this Section 3.6BAMAGAS Lateral(s), Seller shall promptly prepare and deliver to Buyer a remedial action plan (“Remedial Action Plan”) which shall set forth (a) the anticipated period of delayas applicable, or (b) the basis for such delay, (c) an outline completion of construction of the steps Pipeline and the BAMAGAS Lateral(s) by CES pursuant to its step in rights, and provided that Seller is taking to address the delay, BAMAGAS reimburses CES for one hundred ten percent (d110%) a proposed revised date for achievement of the applicable Milestone reasonable expenses incurred by it in the execution of its step in rights (or if such expenses or a portion thereof are disputed, shall pay the undisputed portion and (e) deposit the disputed portion in escrow with a mutually agreeable escrow agent pending arbitration of such other information and in such detail as may be reasonably requested by ▇▇▇▇▇. Except as set forth in Section 3.6(cdisputed expenses pursuant to Article XVI hereof), Seller shall not have any liability for failure to timely achieve a Milestone other than the obligation to submit a Remedial Action Plan provided, however, that the foregoing shall not limit Buyer’s right to exercise any right or remedy available under this Agreement or at law or in equity for any other Default occurring concurrently with or before or after Seller’s delay in achievement of the applicable Milestone. (b) Each Milestone Date (other than the Outside Commercial Operation Date) shall be extended, on a day-for-day basis to the extent Seller is unavoidably delayed in achieving such Milestone due to (i) the failure by Buyer to perform any covenant or obligation under this Agreement or (ii) Force Majeure. (c) If Seller fails to achieve any Key Milestone by the Milestone Date (as extended pursuant to Section 3.6(b)), Seller shall pay liquidated damages to Buyer in an amount equal to (i) the number of days between the Milestone Date and the date upon which such Key Milestone is achieved (or the Agreement is terminated by Buyer), multiplied by (ii) the applicable daily liquidated damage amount set forth for such Key Milestone in Appendix I (the “Daily Delay Damages”), subject to a maximum amount for any Key Milestone equal to the daily damage amount in (ii) above multiplied by three hundred sixty-five (365) days, at which point Buyer BAMAGAS shall have the right to complete construction and take over the Pipeline and the BAMAGAS Lateral(s). CES shall assign to BAMAGAS all contracts, materials and property rights it acquired in the execution of its sole discretionstep in rights and shall provide a complete and detailed accounting of its expenses. The provisions of this Section 2.3 shall in no way limit CES’ rights under Article XII hereof. Notwithstanding the foregoing, if BAMAGAS determines that the expenses incurred by CES in the exercise of its step in rights are more than BAMAGAS is willing to either reimburse CES for (Awhether determined by BAMAGAS before or after the arbitration as to any disputed expenses), then CES shall (i) terminate this Agreementpay BAMAGAS 110% of all its reasonable expenses incurred in the construction of the Pipeline and BAMAGAS Lateral(s) and (ii) reimburse BAMAGAS for any and all sums paid by BAMAGAS to CES for expenses incurred by CES in the exercise of its step in rights, orand BAMAGAS shall assign to CES all contracts, materials and property rights it acquired in connection with its construction of the Pipeline and the BAMAGAS Lateral(s).

Milestone Schedule. (a) Attached as Appendix I is a milestone schedule with deadlines of the milestones for the development of the Facility through the Commercial Operation Date (each milestone, including each Initial Development Milestone, a “Milestone” ”) and the Milestone Dates associated therewith. Seller shall achieve each date, a “Milestone Date”). by the Milestone Date specified therefor.‌ (a) Until the Commercial Operation Date, Seller shall provide Buyer with a report, which report shall be provided on a quarterly basis until the date that which is six (6) months prior to (b) If Seller fails to the scheduled Commercial Operation Date, at which time, such reports shall be provided on a Monthly basis, and which shall include achieve any two (i2) a description of the Site plan for the Facility, (ii) a description of any planned changes to the Facility or Site plan since the previously delivered report, (iii) a bar chart schedule showing progress to achieving the remaining Milestones, (iv) a chart showing the critical path schedule of major items and activities, (v) a summary of activities at the Facility during the previous Month, (vi) a forecast of activities during the then-current Month, (vii) a list of any issues that could impact Seller’s achievement of consecutive Milestones by the applicable Milestone Dates, and (viii) pictures, in sufficient quantity and of appropriate detail, documenting construction and startup progress with respect to the Facility. If Seller anticipates that it will not achieve a Milestone by the applicable Milestone Date (as such date may be extended pursuant to this Section 3.6)Dates therefor, Seller shall promptly prepare and deliver immediately notify Buyer of such failure and, no more than ten (10) days following the failure to achieve the second consecutive Milestone, provide Buyer with a remedial written action plan detailing how Seller will cure such failure (such plan, a “Remedial Action Plan”) which ). The proposed Remedial Action Plan must in all cases be acceptable to Buyer, such acceptance not to be unreasonably withheld, delayed or conditioned. The Remedial Action Plan shall set forth (a) the anticipated period of delay, (b) the basis for such delay, (c) an outline specify in reasonable detail Seller’s analysis of the steps causes of such missed Milestone Dates, the actions that Seller is taking plans to address take to correct such underperformance, and the delay, (d) a proposed revised date for achievement time needed to complete such corrective actions. Seller shall complete any and all corrective action pursuant to the provisions of the applicable Milestone and (e) such other information and in such detail Remedial Action Plan. Seller may supplement the Remedial Action Plan as may be reasonably requested by ▇▇▇▇▇. Except as set forth in Section 3.6(c)required, and Seller shall not have complete any liability for failure to timely achieve a Milestone other than the obligation to submit a and all further corrective action in accordance with such supplemented Remedial Action Plan. Any such supplemented Remedial Action Plan must also be acceptable to Buyer, such acceptance not to be unreasonably withheld, delayed or conditioned. Any deviations from the approved Remedial Action Plan, including any supplements thereto, shall be subject to the reasonable approval of Buyer, such approval not to be unreasonably withheld, delayed or conditioned. The preparation and delivery of, and compliance with, any Remedial Action Plan shall be Seller’s sole liability and obligation, and Buyer’s sole right and remedy, for Seller’s failure to achieve any two (2) consecutive Milestones (other than a Key Milestone) by the Milestone Dates therefor; provided, however, however that the foregoing shall not limit Buyer’s right to (i) exercise any right or remedy available under this Agreement or at law or in equity for any other breach or Default occurring concurrently with or before with, before, or after Seller’s delay in achievement of achieving the applicable Milestone. (b) Each Milestone Date (other than the Outside Commercial Operation Date) shall be extendedMilestones, on a day-for-day basis to the extent Seller is unavoidably delayed in achieving such Milestone due to (i) the failure by Buyer to perform any covenant or obligation under this Agreement or (ii) Force Majeure. (c) If Seller fails to achieve any Key Milestone by the Milestone Date (as extended pursuant to Section 3.6(b)), Seller shall pay liquidated damages to Buyer in an amount equal to (i) the number of days between the Milestone Date and the date upon which such Key Milestone is achieved (or the Agreement is terminated by Buyer), multiplied by (ii) the applicable daily liquidated damage amount set forth for such Key Milestone in Appendix I (the “Daily Delay Damages”), subject to a maximum amount for any Key Milestone equal to the daily damage amount in (ii) above multiplied by three hundred sixty-five (365) days, at which point Buyer shall have the right in its sole discretion, to either (A) terminate this Agreement, oror‌

Milestone Schedule. (a) Attached as Appendix I is a milestone schedule with deadlines for the development of the Facility through the Commercial Operation Date (each milestone, a “Milestone” and each date, a “Milestone Date”). Until the Commercial Operation Date, Seller shall provide Buyer a report, which report shall be provided on a quarterly basis until the date that is six (6) months prior to the scheduled Commercial Operation Date, at which time, such reports shall be provided on a Monthly basis, and which shall include (i) a description of the Site plan for the Facility, (ii) a description of any planned changes to the Facility or Site plan since the previously delivered report, (iii) a bar chart schedule showing progress to achieving the remaining Milestones, (iv) a chart showing the critical path schedule of major items and activities, (v) a summary of activities at the Facility during the previous Month, (vi) a forecast of activities during the then-current Month, (vii) a list of any issues that could impact Seller’s achievement of Milestones by the applicable Milestone Dates, and (viii) pictures, in sufficient quantity and of appropriate detail, documenting construction and startup progress with respect to the Facility. If Seller anticipates that it will not achieve a Milestone by the applicable Milestone Date (as such date may be extended pursuant to this Section 3.6), Seller shall promptly prepare and deliver to Buyer a remedial action plan (“Remedial Action Plan”) which shall set forth (a) the anticipated period of delay, (b) the basis for such delay, (c) an outline of the steps that Seller is taking to address the delay, (d) a proposed revised date for achievement of the applicable Milestone and (e) such other information and in such detail as may be reasonably requested by ▇▇▇▇▇Buyer. Except as set forth in Section 3.6(c), Seller shall not have any liability for failure to timely achieve a Milestone other than the obligation to submit a Remedial Action Plan provided, however, that the foregoing shall not limit Buyer’s right to exercise any right or remedy available under this Agreement or at law or in equity for any other Default occurring concurrently with or before or after Seller’s delay in achievement of the applicable Milestone. (b) Each Milestone Date (other than the Outside Commercial Operation Date) shall be extended, on a day-for-day basis to the extent Seller is unavoidably delayed in achieving such Milestone due to (i) the failure by Buyer to perform any covenant or obligation under this Agreement or (ii) Force Majeure. (c) If Seller fails to achieve any Key Milestone by the Milestone Date (as extended pursuant to Section 3.6(b)), Seller shall pay liquidated damages to Buyer in an amount equal to (i) the number of days between the Milestone Date and the date upon which such Key Milestone is achieved (or the Agreement is terminated by Buyer), multiplied by (ii) the applicable daily liquidated damage amount set forth for such Key Milestone in Appendix I (the “Daily Delay Damages”), subject to a maximum amount for any Key Milestone equal to the daily damage amount in (ii) above multiplied by three hundred sixty-five (365) days, at which point Buyer shall have the right in its sole discretion, to either (A) terminate this Agreement, or

Milestone Schedule. (a) Attached as Appendix I is a milestone schedule Milestone schedule‌‌ with deadlines for the development of the Facility through the Commercial Operation Date (each milestoneeach, a “Milestone” ”) and footnotes that set forth documents required to be provided by Seller to Buyer with respect to each date, a “Milestone Date”)by the Milestone Date therefor. Until the Commercial Operation Date, Seller shall provide Buyer a reportquarterly report setting forth the status of each Milestone, which report including any slippage in any deadline. Seller shall be provided on a quarterly basis until the date that is six (6) months prior to the scheduled Commercial Operation Date, at which time, such reports shall be provided on a Monthly basis, and which shall include (i) a description of the Site plan for the Facility, (ii) a description of any planned changes to the Facility or Site plan since the previously delivered report, (iii) a bar chart schedule showing progress to achieving the remaining Milestones, (iv) a chart showing the critical path schedule of major items and activities, (v) a summary of activities at the Facility during the previous Month, (vi) a forecast of activities during the then-current Month, (vii) a list of any issues that could impact Seller’s achievement of Milestones by the applicable Milestone Dates, and (viii) pictures, in sufficient quantity and of appropriate detail, documenting construction and startup progress with respect to the Facility. If Seller anticipates that it will not achieve a each Milestone by the applicable date specified therefor in such Milestone Date (as schedule, provided that such date may be extended pursuant to this Section 3.6), by Seller shall promptly prepare and deliver by providing to Buyer notice of such extension at least fifteen (15) days (or, in the event of a remedial action plan Force Majeure concerning which fifteen (“Remedial Action Plan”15) which shall set forth (adays advance notice is not practicable, as soon as practicable) the anticipated period of delay, (b) the basis for prior to such delay, (c) an outline of the steps that Seller is taking to address the delay, (d) a proposed revised date for achievement of the applicable Milestone and (e) such other information and in such detail as may be reasonably requested by ▇▇▇▇▇. Except as set forth in Section 3.6(c), Seller shall not have any liability for failure to timely achieve a Milestone other than the obligation to submit a Remedial Action Plan provided, however, that the foregoing shall not limit Buyer’s right to exercise any right or remedy available under this Agreement or at law or in equity for any other Default occurring concurrently with or before or after Seller’s delay in achievement of the applicable Milestone. (b) Each Milestone Date (other than the Outside Commercial Operation Date1) shall be extendedfor Force Majeure delays and delays caused by Buyer’s failure to perform its obligations under this Agreement, (2) on a day-for-day for day basis to the extent Seller is unavoidably delayed in achieving such Milestone due to (i) the failure by Buyer to perform any covenant or obligation under this Agreement or (ii) Force Majeure. (c) If Seller fails to achieve any Key Milestone by the Milestone Date (as extended pursuant to Section 3.6(b)), Seller shall pay liquidated damages to Buyer in an amount equal to (i) the number of days between the Milestone Date and the date upon which such Key Milestone is achieved (or the Agreement is terminated by Buyer), multiplied by (ii) the applicable daily liquidated damage amount set forth for such Key Milestone in Appendix I (the “Daily Delay Damages”), subject to a maximum amount for any Key Milestone equal to the daily damage amount in (ii) above multiplied by not more than three hundred sixty-five (365) days, at which point Buyer shall have days in the right aggregate to the extent Seller is delayed in its sole discretionability to timely achieve the Milestones as a result of (a) failure to obtain permits necessary for the construction and operation of the Facility due to delays beyond Seller’s reasonable control and/or (b) a failure to secure interconnection of the Facility by the date that is one hundred eighty (180) days before the Milestone Date for Commercial Operation due to delays beyond Seller’s reasonable control, and (3) on a day for day basis for not more than seven hundred thirty (730) days to either the extent Seller is delayed in its ability to timely achieve the Milestones solely as a result of Seller’s inability to obtain Transmission Services that are sufficient to permit Seller to transmit the full output of the Facility to the Point of Delivery using, exclusively, NV Energy’s Transmission System (Awhich services are enabled by the One Nevada Transmission Line) terminate by the Milestone Date for Commercial Operation, due to no fault of Seller as shall be set forth in a notification provided by Seller to Buyer as such notification shall be modified by Seller to indicate any change in such inability to obtain such Transmission Services and which shall result in the Interim Operation Period taking effect as provided in Section 3.9. The date specified for each Milestone shall be the Milestone Date for achieving such Milestone, provided that, if and to the extent such date shall be extended as provided in this Section 3.6, the extended date shall be the Milestone Date for purposes of this Agreement. Notwithstanding anything herein to the contrary, Seller shall not be in default or otherwise have any liability under this Agreement for failing to meet a Milestone Date, other than the Milestone Dates for Power Block Construction Start and Commercial Operation to the extent provided in Section 3.7 of this Agreement, orso long as Seller provides to Buyer within ten (10) days of failing to meet any such Milestone Date a remedial action plan reasonably acceptable to Buyer explaining the reasons for Seller’s failure to meet such Milestone Date and the steps that Seller will take to ensure that Seller is able to achieve Power Block Construction Start and Commercial Operation by the Milestone Dates for Power Block Construction Start and Commercial Operation set forth in Appendix I, as applicable, plus ninety (90) days in each case.

Milestone Schedule. (a) Attached as Appendix I is a milestone schedule with deadlines for the development of the Facility through the Commercial Operation Date (each milestoneeach, a “Milestone” and each date, a “Milestone Date”). Until the Commercial Operation Date, Seller shall provide Buyer a reportquarterly report (monthly starting six months before COD) setting forth the status of each Milestone and all relevant progressions, which report including any slippage in any deadline. Seller shall achieve each Milestone by the guaranteed date specified therefor in Appendix I, subject to extension of Key Milestones for Force Majeure delays and other items listed in Section 3.5(a) below (each such guaranteed date, including any extensions thereto under this Agreement, a “Milestone Date”). Seller’s failure to achieve any two consecutive Milestones by its Milestone Date shall require Seller to prepare and provide to Buyer a remedial action plan. Except as expressly set forth in Section 2.4 and Section 3.6, the preparation and delivery of such remedial action plan shall be provided Seller’s sole liability and obligation, and Buyer’s sole right and remedy, for Seller’s failure to achieve any Milestone by its Milestone Date. (a) Without prejudice to Buyer’s rights to terminate this Agreement under Section 2.4, each of the Key Milestones shall be extended as follows: (i) If all of the Permits necessary to begin construction are not received by the expected date for such Milestone on a quarterly basis until Appendix I, then the date that is Milestone Date for such Milestone (and other Milestone Dates) may be extended by Buyer’s written consent to allow additional time for this purpose; (ii) If all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Seller’s interconnection agreement with the CAISO required to interconnect to the Facility to the CAISO’s controlled grid, as applicable, have not been completed and/or placed into operation, as appropriate by the CAISO or the Transmission Provider on or before September 1, 2014, then each of the Milestone Dates for the Key Milestones shall be automatically extended for up to six (6) months prior to the scheduled Commercial Operation Date, at which time, such reports shall be provided on a Monthly basis, and which shall include (i) a description of the Site plan for the Facility, (ii) a description of any planned changes to the Facility or Site plan since the previously delivered report, (iii) a bar chart schedule showing progress to achieving the remaining Milestones, (iv) a chart showing the critical path schedule of major items and activities, (v) a summary of activities at the Facility during the previous Month, (vi) a forecast of activities during the then-current Month, (vii) a list of any issues that could impact Seller’s achievement of Milestones by the applicable Milestone Dates, and (viii) pictures, in sufficient quantity and of appropriate detail, documenting construction and startup progress with respect to the Facility. If Seller anticipates that it will not achieve a Milestone by the applicable Milestone Date (as such date may be extended pursuant to this Section 3.6), Seller shall promptly prepare and deliver to Buyer a remedial action plan (“Remedial Action Plan”) which shall set forth (a) the anticipated period of delay, (b) the basis for such delay, (c) an outline of the steps that Seller is taking to address the delay, (d) a proposed revised date for achievement of the applicable Milestone and (e) such other information and in such detail as may be reasonably requested by ▇▇▇▇▇. Except as set forth in Section 3.6(c), Seller shall not have any liability for failure to timely achieve a Milestone other than the obligation to submit a Remedial Action Plan provided, however, that the foregoing shall not limit Buyer’s right to exercise any right or remedy available under this Agreement or at law or in equity for any other Default occurring concurrently with or before or after Seller’s delay in achievement of the applicable Milestone. (b) Each Milestone Date (other than the Outside Commercial Operation Date) shall be extended, on a day-for-day basis until the date of such completion and placement into operation; Seller shall provide Buyer with documentation as may be reasonably available to document any such delays; (iii) Each of the extent Seller is unavoidably delayed in achieving such Milestone due Dates for the Key Milestones shall be automatically extended for up to twelve (i12) the failure months on a day-for-day basis for delays caused by Buyer to perform any covenant or obligation under this Agreement or (ii) Force Majeure. (cb) If Seller fails to achieve In no event shall any Key Milestone by the Milestone Date (as extended pursuant to Section 3.6(b)), Seller shall pay liquidated damages to Buyer in an amount equal to (i) the number of days between the Milestone Date and the date upon which such Key Milestone is achieved (or the Agreement is terminated by Buyer), multiplied by (ii) the applicable daily liquidated damage amount set forth for such Key Milestone in Appendix I (the “Daily Delay Damages”), subject to a maximum amount for any Key Milestone equal to be extended beyond the daily damage amount in (ii) above multiplied by three hundred sixty-five (365) daysOutside COD Date for any reason, at which point Buyer shall have the right in its sole discretionincluding Force Majeure, to either (A) terminate this Agreement, orwithout Buyer’s prior written consent.