Common use of Change Orders Requested by Contractor Clause in Contracts

Change Orders Requested by Contractor. A. Contractor shall have the right to a Change Order in the event of any of the following occurrences: 1. Any Change in Law that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 2. Acts or omissions of any member of Owner Group or any other Person for whom Owner is responsible, including in the case of Owner any failure to perform any obligation under this Agreement, that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; provided that Contractor shall not be entitled to a Change Order to the extent that such acts or omissions of Owner are caused, directly or indirectly, by Contractor’s failure to perform its obligations under this Agreement; 3. Force Majeure to the extent allowed under Section 6.8A; 4. Acceleration of the Work directed by Owner pursuant to Section 5.6, provided that a Change Order has been issued; 5. Owner’s request for an increase in coverage under the Letter of Credit pursuant to Section 9.2 to cover any increase in the Contract Price as a result of Change Orders to the extent set forth in Section 9.2; 6. To the extent expressly permitted under Sections 3.3C, 3.4A, 3.25, 4.3, 4.8A, 5.6A, 7.1, 8.2A, 8.2D, 11.1A, 11.1B.6, 11.1D, 12.2A, 16.3, 16.4 and Attachment EE; 7. Delay beyond the permissible times specified in Section 1A.9(g)(i) or Section 1A.11(ii) of Attachment O for the delivery by Owner to Contractor of builder’s risk or marine cargo insurance proceeds received by the Collateral Agent shall relieve Contractor of any obligation under this Agreement to effect repairs or other restoration of the Work affected by the insured occurrence for any costs of repairs or restoration exceeding the sum of the deductible under such insurance and any amounts previously paid to Contractor under such insurance and shall entitle Contractor to a Change Order adjusting the Contract Price and Project Schedule, but only to the extent such delay adversely affects (i) Contractor’s cost of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule, or (iii) or Contractor’s ability to perform any material obligation under this Agreement; provided that, notwithstanding the foregoing, in no event shall this Section 6.2A.7 in any way relieve Contractor from any obligation to perform any work necessary to maintain the builder’s risk and marine cargo insurance in full force and effect; 8. Suspension in Work ordered by Owner pursuant to Section 16.3; 9. Subsurface Soil Conditions to the extent allowed under Section 2.5B.2; 10. Discovery of Hazardous Materials at the Site or on the Off-Site Rights of Way and Easements for which Owner is responsible under Section 4.7 that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 11. Owner’s issuance of NTP in accordance with Section 5.2B after March 31, 2012, but only to the extent that such delay adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; and 12. Performance of the Work under the Soils Preparation Provisional Sum or Existing Facility Labor Provisional Sum is beyond the quantities or hours for such provisional sum item as described in Attachment EE, and such overages result in a delay in the Work, then Contractor will be entitled to a Change Order extending the Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent permitted in Section 6.9. Notwithstanding the foregoing, Owner may, at any time, instruct Contractor to (i) increase Existing Facility Labor (through additional crews, shifts, etc.) in the case of the Work for the Existing Facility Provisional Sum or (ii) take commercially and technically reasonable efforts (through additional labor, equipment, shifts, etc.), in each case to overcome the delay, in which case Contractor shall not be entitled to a Change Order adjusting the applicable Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent such efforts mitigate or eliminate such delay. B. Should Contractor desire to request a Change Order under this Section 6.2, Contractor shall, pursuant to Section 6.5, notify Owner in writing and issue to Owner, at Contractor’s expense, a request for a proposed Change Order in the form attached hereto as Schedule D-3, a detailed explanation of the proposed change and Contractor’s reasons for proposing the change, documentation necessary to verify the effects of the change on the Changed Criteria, and all other information required by Section

Change Orders Requested by Contractor. A. Contractor shall have the right to a Change Order in the event of any of the following occurrences: 1. Any Change in Law that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 2. Acts or omissions of any member of Owner Group or any other Person for whom Owner is responsible, including in the case of Owner any failure to perform any obligation under this Agreement, that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; provided that Contractor shall not be entitled to a Change Order to the extent that such acts or omissions of Owner are caused, directly or indirectly, by Contractor’s failure to perform its obligations under this Agreement; 3. Force Majeure to the extent allowed under Section 6.8A; 4. Acceleration of the Work directed by Owner pursuant to Section 5.6, provided that a Change Order has been issued; 5. Owner’s request for an increase in coverage under the Letter of Credit pursuant to Section 9.2 to cover any increase in the Contract Price as a result of Change Orders to the extent set forth in Section 9.2; 6. To the extent expressly permitted under Sections 3.3C, 3.4A, 3.25, 4.3, 4.8A, 5.6A, 7.1, 8.2A, 8.2D, 11.1A, 11.1B.6, 11.1D, 12.2A, 16.3, 16.4 and Attachment EE; 7. Delay beyond the permissible times specified in Section 1A.9(g)(i1A.9(g)(ii) or Section 1A.11(ii) of Attachment O for the delivery by Owner to Contractor of builder’s risk or marine cargo insurance proceeds received by the Collateral Agent shall relieve Contractor of any obligation under this Agreement to effect repairs or other restoration of the Work affected by the insured occurrence for any costs of repairs or restoration exceeding the sum of the deductible under such insurance and any amounts previously paid to Contractor under such insurance and shall entitle Contractor to a Change Order adjusting the Contract Price and Project Schedule, but only to the extent such delay adversely affects (i) Contractor’s cost of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule, or (iii) or Contractor’s ability to perform any material obligation under this Agreement; provided that, notwithstanding the foregoing, in no event shall this Section 6.2A.7 in any way relieve Contractor from any obligation to perform any work necessary to maintain the builder’s risk and marine cargo insurance in full force and effect; 8. Suspension in Work ordered by Owner pursuant to Section 16.3; 9. Subsurface Soil Conditions to the extent allowed under Section 2.5B.2; 10. Discovery of Hazardous Materials at the Site or on the Off-Site Rights of Way and Easements for which Owner is responsible under Section 4.7 that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 11. Owner’s issuance of NTP in accordance with Section 5.2B after March 31June 1, 20122013, but only to the extent that such delay adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; and 12. Performance of the Work under the Soils Preparation Provisional Sum or Existing Facility Labor Provisional Sum is beyond the quantities or hours for such provisional sum item as described in Attachment EE, and such overages result in a delay in the Work, then Contractor will be entitled to a Change Order extending the Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent permitted in Section 6.9. Notwithstanding the foregoing, Owner may, at any time, instruct Contractor to (i) increase Existing Facility Labor (through additional crews, shifts, etc.) in the case of the Work for the Existing Facility Provisional Sum or (ii) take commercially and technically reasonable efforts (through additional labor, equipment, shifts, etc.), in each case to overcome the delay, in which case Contractor shall not be entitled to a Change Order adjusting the applicable Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent such efforts mitigate or eliminate such delay. B. Should Contractor desire to request a Change Order under this Section 6.2, Contractor shall, pursuant to Section 6.5, notify Owner in writing and issue to Owner, at Contractor’s expense, a request for a proposed Change Order in the form attached hereto as Schedule D-3, a detailed explanation of the proposed change and Contractor’s reasons for proposing the change, documentation necessary to verify the effects of the change on the Changed Criteria, and all other information required by Section

Change Orders Requested by Contractor. A. Contractor shall have the right to a Change Order in the event of any of the following occurrences: 1. Any Change in Law that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 2. Acts or omissions of any member of Owner Group or any other Person for whom Owner is responsible, including in the case of Owner any failure to perform any obligation under this Agreement, that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; provided that Contractor shall not be entitled to a Change Order to the extent that such acts or omissions of Owner are caused, directly or indirectly, by Contractor’s failure to perform its obligations under this Agreement; 3. Force Majeure to the extent allowed under Section 6.8A; 4. Acceleration of the Work directed by Owner pursuant to Section 5.6, provided that a Change Order has been issued; 5. Owner’s request for an increase in coverage under the Letter of Credit pursuant to Section 9.2 to cover any increase in the Contract Price as a result of Change Orders to the extent set forth in Section 9.2; 6. To the extent expressly permitted under Sections 3.3C, 3.4A, 3.25, 4.3, 4.8A, 5.2C.1, 5.6A, 7.1, 8.2A, 8.2D8.2C, 11.1A, 11.1B.6, 11.1D, 12.2A, 16.3, 16.4 and Attachment EE; 7. Delay beyond the permissible times specified in Section 1A.9(g)(i1A.9(g)(ii) or Section 1A.11(ii) of Attachment O for the delivery by Owner to Contractor of builder’s risk or marine cargo insurance proceeds received by the Collateral Agent (or if no Collateral Agent, a mutually agreed upon escrow agent) shall relieve Contractor of any obligation under this Agreement to effect repairs or other restoration of the Work affected by the insured occurrence for any costs of repairs or restoration exceeding the sum of the deductible under such insurance and any amounts previously paid to Contractor under such insurance and shall entitle Contractor to a Change Order adjusting the Contract Price and Project Schedule, but only to the extent such delay adversely affects (i) Contractor’s cost of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule, or (iii) or Contractor’s ability to perform any material obligation under this Agreement; provided that, notwithstanding the foregoing, in no event shall this Section 6.2A.7 in any way relieve Contractor from any obligation to perform any work necessary to maintain the builder’s risk and marine cargo insurance in full force and effect; 8. Suspension in Work ordered by Owner pursuant to Section 16.3; 9. Subsurface Soil Conditions to the extent allowed under Section 2.5B.2; 10. Discovery of Hazardous Materials (including Pre-Existing Contamination) at the Site or on the Off-Site Rights of Way and Easements for which Owner is responsible under Section 4.7 that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 11. Owner’s issuance of NTP Any Landowner agreement which is executed and provided to Contractor after the Contract Date (or modified in accordance with Section 5.2B writing after March 31, 2012the Contract Date) (including but not limited to such Landowner agreements that are identified in Attachment Y), but only to the extent that such delay agreement adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; and 12. Performance of the Work under the Soils Preparation Provisional Sum or Existing Facility Labor Provisional Sum is beyond the quantities or hours for such provisional sum item as described in Attachment EE, and such overages result in a delay in the Work, then Contractor will be entitled to a Change Order extending the Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent permitted in Section 6.9. Notwithstanding the foregoing, Owner may, at any time, instruct Contractor to (i) increase Existing Facility Labor (through additional crews, shifts, etc.) in the case of the Work for the Existing Facility Provisional Sum or (ii) take commercially and technically reasonable efforts (through additional labor, equipment, shifts, etc.), in each case to overcome the delay, in which case Contractor shall not be entitled to a Change Order adjusting the applicable Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent such efforts mitigate or eliminate such delay. B. Should Contractor desire to request a Change Order under this Section 6.2, Contractor shall, pursuant to Section 6.5, notify Owner in writing and issue to Owner, at Contractor’s expense, a request for a proposed Change Order in the form attached hereto as Schedule D-3, a detailed explanation of the proposed change and Contractor’s reasons for proposing the change, documentation necessary to verify the effects of the change on the Changed Criteria, and all other information required by Section

Change Orders Requested by Contractor. A. Contractor shall have the right to a Change Order in the event of any of the following occurrences: 1. Any Change in Law that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 2. Acts or omissions of any member of Owner Group or any other Person for whom Owner is responsible, including in the case of Owner any failure to perform any obligation under this Agreement, that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; provided that Contractor shall not be entitled to a Change Order to the extent that such acts or omissions of Owner are caused, directly or indirectly, by Contractor’s failure to perform its obligations under this Agreement; 3. Force Majeure to the extent allowed under Section 6.8A; 4. Acceleration of the Work directed by Owner pursuant to Section 5.6, provided that a Change Order has been issued; 5. Owner’s request for an increase in coverage under the Letter of Credit pursuant to Section 9.2 to cover any increase in the Contract Price as a result of Change Orders to the extent set forth in Section 9.2; 6. To the extent expressly permitted under Sections 3.3C, 3.4A, 3.25, 4.3, 4.8A, 5.6A, 7.1, 8.2A, 8.2D, 11.1A, 11.1B.6, 11.1D, 12.2A, 16.3, 16.4 and Attachment EEEE (except for the Soils Preparation Provisional Sum); 7. Delay beyond the permissible times specified in Section 1A.9(g)(i1A.9(g)(ii) or Section 1A.11(ii) of Attachment O for the delivery by Owner to Contractor of builder’s risk or marine cargo insurance proceeds received by the Collateral Agent (or if no Collateral Agent, a mutually agreed upon escrow agent) shall relieve Contractor of any obligation under this Agreement to effect repairs or other restoration of the Work affected by the insured occurrence for any costs of repairs or restoration exceeding the sum of the deductible under such insurance and any amounts previously paid to Contractor under such insurance and shall entitle Contractor to a Change Order adjusting the Contract Price and Project Schedule, but only to the extent such delay adversely affects (i) Contractor’s cost of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule, or (iii) or Contractor’s ability to perform any material obligation under this Agreement; provided that, notwithstanding the foregoing, in no event shall this Section 6.2A.7 in any way relieve Contractor from any obligation to perform any work necessary to maintain the builder’s risk and marine cargo insurance in full force and effect; 8. Suspension in Work ordered by Owner pursuant to Section 16.3; 9. Subsurface Soil Conditions to the extent allowed under Section 2.5B.2; 10. Discovery of Hazardous Materials at the Site or on the Off-Site Rights of Way and Easements for which Owner is responsible under Section 4.7 that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 11. Owner’s issuance of NTP in accordance with Section 5.2B after March 31June 30, 20122015, but only to the extent that such delay adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 12. To the extent expressly permitted in Section 2.1 of Attachment EE (the Soils Preparation Provisional Sum) and notwithstanding the reference to Subcontractor or Sub-subcontractor in Section 6.9(iii); 13. Owner’s failure to remove the Noble P/L from the Stage 3 Site as shown on Attachment Y, Exhibit Y-2, prior to NTP, but only to the extent that such delay adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 14. Owner’s failure to install the East Meter Pipe within the Stage 3 Site as shown on Attachment Y, Exhibit Y-2, prior to NTP, but only to the extent that such delay adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; and 1215. Performance Owner’s failure to complete, prior to NTP, the soils stabilization pre-production testing and analysis as contemplated in the Pre-production Test Program Proposal from Remedial Construction Services, L.P. to Cheniere Energy, Inc., dated February 26, 2015, but only to the extent that such delay adversely affects (i) Contractor’s costs of the Work under the Soils Preparation Provisional Sum or Existing Facility Labor Provisional Sum is beyond the quantities or hours for such provisional sum item as described in Attachment EE, and such overages result in a delay in performance of the Work, then Contractor will be entitled to a Change Order extending the Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent permitted in Section 6.9. Notwithstanding the foregoing, Owner may, at any time, instruct Contractor to (i) increase Existing Facility Labor (through additional crews, shifts, etc.) in the case of the Work for the Existing Facility Provisional Sum or (ii) take commercially and technically reasonable efforts Contractor’s ability to perform the Work in accordance with the Project Schedule or (through additional labor, equipment, shifts, etc.), in each case iii) Contractor’s ability to overcome the delay, in which case Contractor shall not be entitled to a Change Order adjusting the applicable Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent such efforts mitigate or eliminate such delayperform any material obligation under this Agreement. B. Should Contractor desire to request a Change Order under this Section 6.2, Contractor shall, pursuant to Section 6.5, notify Owner in writing and issue to Owner, at Contractor’s expense, a request for a proposed Change Order in the form attached hereto as Schedule D-3, a detailed explanation of the proposed change and Contractor’s reasons for proposing the change, documentation necessary to verify the effects of the change on the Changed Criteria, and all other information required by Section

Change Orders Requested by Contractor. A. Contractor shall have the right to a Change Order in the event of any of the following occurrences: 1. Any Change in Law that adversely affects (i) Contractor’s costs of performance of To the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation extent expressly permitted under this AgreementSection 5.1; 2. Acts or omissions of any member Owner that constitute a material breach of this Agreement by Owner Group or any other Person for whom Owner is responsible, including in the case of Owner any failure to perform any obligation under this Agreement, that and materially and adversely affects (i) affect Contractor’s actual cost (which costs shall be adequately documented and supported) of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation requirement under this Agreement; provided Agreement and, with respect to delays (as that Contractor shall not be entitled term is defined Section 6.9) caused by Owner or any Person acting on behalf or under the control of Owner, compensation and a time extension to a Change Order the Project Schedule to the extent that such acts or omissions of Owner are caused, directly or indirectly, by Contractor’s failure to perform its obligations allowed under this AgreementSection 6.8; 3. Force Majeure to the extent allowed under Section 6.8A6.7A; 4. Acceleration of the Work directed ordered by Owner pursuant to Section 5.65.5, provided that a Change Order has been issued; 5. Owner’s request for an increase in coverage under the Letter of Credit pursuant to Section 9.2 to cover any increase in the Contract Price as a result of Change Orders to the extent set forth in Section 9.2; 6. To the extent expressly permitted under Sections 3.3C, 3.4A, 3.25, 4.3, 4.8A, 5.6A, 7.1, 8.2A, 8.2D, 11.1A, 11.1B.6, 11.1D, Section 12.2A, 16.3, 16.4 and Attachment EE; 7. Delay beyond the permissible times specified in Section 1A.9(g)(i) or Section 1A.11(ii) of Attachment O for the delivery by Owner to Contractor of builder’s risk or marine cargo insurance proceeds received by the Collateral Agent shall relieve Contractor of any obligation under this Agreement to effect repairs or other restoration of the Work affected by the insured occurrence for any costs of repairs or restoration exceeding the sum of the deductible under such insurance and any amounts previously paid to Contractor under such insurance and shall entitle Contractor to a Change Order adjusting the Contract Price and Project Schedule, but only to the extent such delay adversely affects (i) Contractor’s cost of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule, or (iii) or Contractor’s ability to perform any material obligation under this Agreement; provided that, notwithstanding the foregoing, in no event shall this Section 6.2A.7 in any way relieve Contractor from any obligation to perform any work necessary to maintain the builder’s risk and marine cargo insurance in full force and effect; 86. Suspension in Work ordered by Owner pursuant to Section 16.3;15.3; or 97. Subsurface Soil Conditions Termination for convenience pursuant to the extent allowed under Section 2.5B.2; 10. Discovery of Hazardous Materials at the Site or on the Off-Site Rights of Way 15.2B and Easements for which Owner is responsible under termination by Contractor pursuant to Section 4.7 that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 11. Owner’s issuance of NTP in accordance with Section 5.2B after March 31, 2012, but only to the extent that such delay adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; and 12. Performance of the Work under the Soils Preparation Provisional Sum or Existing Facility Labor Provisional Sum is beyond the quantities or hours for such provisional sum item as described in Attachment EE, and such overages result in a delay in the Work, then Contractor will be entitled to a Change Order extending the Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent permitted in Section 6.9. Notwithstanding the foregoing, Owner may, at any time, instruct Contractor to (i) increase Existing Facility Labor (through additional crews, shifts, etc.) in the case of the Work for the Existing Facility Provisional Sum or (ii) take commercially and technically reasonable efforts (through additional labor, equipment, shifts, etc.), in each case to overcome the delay, in which case Contractor shall not be entitled to a Change Order adjusting the applicable Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent such efforts mitigate or eliminate such delay15.5. B. Should Contractor desire to request a Change Order under this Section 6.2, Contractor shall, pursuant to Section 6.5, notify Owner in writing and issue to Owner, at Contractor’s expense, a request for a proposed Change Order in the form attached hereto as Schedule D-3Order, a detailed explanation of the proposed change and Contractor’s reasons for proposing the change, all documentation necessary to verify the effects of the change on the Changed Criteria, and all other information required by SectionSection 6.5. Any adjustments to the Estimated Contract Price shall be requested on a unit price or lump sum basis and shall be derived from the rates set forth in Schedule D-3 to the extent applicable, or, if not therein, derived from rates not to exceed then-current market rates. C. If Owner agrees that a Change Order is necessary and agrees with Contractor’s statement regarding the effect of the proposed Change Order on the Changed Criteria, then Owner shall issue such Change Order, which shall be in the form of Schedule D-1, and such Change Order shall become binding on the Parties as part of this Agreement upon execution thereof by the Parties. D. If the Parties agree that Contractor is entitled to a Change Order but cannot agree on the effect of the proposed Change Order on the Changed Criteria within ten (10) Business Days of Owner’s receipt of Contractor’s written notice and proposed Change Order and all other required information, or if Owner desires that the proposed changed Work set forth in the proposed Change Order commence immediately, the rights, obligations and procedures set forth in Section 6.1C are applicable. E. If the Parties cannot agree upon whether Contractor is entitled to a Change Order within ten (10) Business Days of Owner’s receipt of Contractor’s written notice and proposed Change Order, then the Dispute shall be resolved as provided in Article 17. Pending resolution of the Dispute, Contractor shall continue to perform the Work required under this Agreement, and Owner shall continue to pay Contractor in accordance with the terms of this Agreement, any Change Orders and any previously agreed or unilateral Change Orders. If, prior to Final Completion, Contractor and Owner disagree as to whether the required work is included as part of the Work, as may be modified by Attachment M, and the Parties are unable to resolve the Dispute as provided in Section Article 17, Owner shall issue a unilateral Change Order under Section 6.1C, provided that Owner may reserve its right to resolve the Dispute in accordance with Section 17.2 following Final Completion of the Work, provided further that this Agreement is not terminated prior to Final Completion in which case Owner may resolve the Dispute in accordance with Section 17.2 at any time following compliance with Section 17.1.

Change Orders Requested by Contractor. A. Contractor shall only have the right to a Change Order in the event of any of the following occurrences: 1. Any Change in Law Acts or omissions of an Owner Indemnified Party, Owner’s consultants under Section 2.5D or any other Person acting on behalf of or under the control of Owner occurring after the Effective Date that constitute a failure to perform an express term of this Agreement by Owner and that adversely affects (i) affect Contractor’s actual cost (which costs shall be adequately documented and supported by Contractor) of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation requirement under this Agreement; 2. Acts or omissions of any member of Owner Group or any other Person for whom Owner is responsible, including in the case of Owner any failure to perform any obligation under this Agreement, that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; provided that Contractor shall not be entitled to a Change Order to the extent that If such acts or omissions of Owner are causedcause a delay (as that term is defined in Section 6.9), directly or indirectly, by Contractor’s failure Contractor shall be entitled to perform its obligations relief to the extent allowed under this AgreementSection 6.8; 32. Force Majeure to the extent allowed under Section 6.8A6.7A; 43. Acceleration of the Work directed ordered by Owner pursuant to Section 5.6, provided that a Change Order has been issued; 54. Owner’s request for an increase in coverage under the Letter of Credit pursuant to Section 9.2 to cover any increase in the Contract Price as a result of Change Orders to Orders; 5. To the extent set forth in Section 9.2expressly permitted under Sections 2.5B.2(i), 2.6, 3.3C.5, 3.10, 3.12C, 3.17, 3.27A, 3.27B, 5.2D, 6.12, 6.14, 7.1B.6, 8.2C and 12.2A; 6. To the extent expressly permitted under Sections 3.3C, 3.4A, 3.25, 4.3, 4.8A, 5.6A3.4C, 7.1, 8.2A, 8.2D, 11.1A, 11.1B.6, 11.1D, 12.2A, 16.3, 16.4 7.9 and Attachment EE9.1C; 7. Delay beyond the permissible times specified Changes in Law that occur after April 15, 2024 (subject to Section 1A.9(g)(i2.6) or Section 1A.11(ii) of Attachment O for the delivery by Owner to Contractor of builder’s risk or marine cargo insurance proceeds received by the Collateral Agent shall relieve Contractor of any obligation under this Agreement to effect repairs or other restoration of the Work affected by the insured occurrence for any costs of repairs or restoration exceeding the sum of the deductible under such insurance and any amounts previously paid to Contractor under such insurance and shall entitle Contractor to a Change Order adjusting the Contract Price and Project Schedule, but only to the extent such delay that adversely affects (i) affect Contractor’s actual cost (which costs shall be adequately documented and supported by Contractor) of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule, or (iii) or Contractor’s ability to perform any material obligation requirement under this Agreement; provided that. If such Changes in Law causes a delay (as that term is defined Section 6.9), notwithstanding the foregoing, in no event Contractor shall this Section 6.2A.7 in any way relieve Contractor from any obligation be entitled to perform any work necessary to maintain the builder’s risk and marine cargo insurance in full force and effect; 8. Suspension in Work ordered by Owner pursuant to Section 16.3; 9. Subsurface Soil Conditions relief to the extent allowed under Section 2.5B.2; 106.8. Discovery of Hazardous Materials at the Site or on the Off-Site Rights of Way and Easements for which Owner is responsible under Section 4.7 that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work Notwithstanding anything provided in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 11. Owner’s issuance of NTP , any change in accordance with Section 5.2B after March 31Applicable Law related to tariffs, 2012quotas, but only to the extent that such delay adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; and 12. Performance of the Work under the Soils Preparation Provisional Sum or Existing Facility Labor Provisional Sum is beyond the quantities or hours for such provisional sum item as described in Attachment EE, duties shall be addressed exclusively and such overages result in a delay in the Work, then Contractor will shall be entitled to a Change Order extending the Target Substantial Completion Dates and Guaranteed Substantial Completion Dates only to the extent permitted in Section 6.9Attachment FF (Relief for Changes in U.S. Tariffs or Duties); 8. Notwithstanding the foregoing, Owner may, at any time, instruct Contractor to (i) increase Existing Facility Labor (through additional crews, shifts, etc.) Suspension in the case of the Work for the Existing Facility Provisional Sum or (ii) take commercially and technically reasonable efforts (through additional labor, equipment, shifts, etc.), in each case to overcome the delay, in which case Contractor shall not be entitled to a Change Order adjusting the applicable Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent such efforts mitigate or eliminate such delay. B. Should Contractor desire to request a Change Order under this Section 6.2, Contractor shall, pursuant to Section 6.5, notify Owner in writing and issue to Owner, at Contractor’s expense, a request for a proposed Change Order in the form attached hereto as Schedule D-3, a detailed explanation of the proposed change and Contractor’s reasons for proposing the change, documentation necessary to verify the effects of the change on the Changed Criteria, and all other information required by Section16.3 or 16.4;

Change Orders Requested by Contractor. A. Contractor shall only have the right to a Change Order in the event of any of the following occurrences: 1. Any Change in Law Acts or omissions of an Owner Indemnified Party, Owner’s consultants under Section 2.5D or any other Person acting on behalf of or under the control of Owner that constitute a failure to perform an express term of this Agreement by Owner and that adversely affects (i) affect Contractor’s actual cost (which costs shall be adequately documented and supported by Contractor) of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation requirement under this Agreement; 2. Acts or omissions of any member of Owner Group or any other Person for whom Owner is responsible, including in the case of Owner any failure to perform any obligation under this Agreement, that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; provided that Contractor shall not be entitled to a Change Order to the extent that If such acts or omissions of Owner are causedcause a delay (as that term is defined in Section 6.9), directly or indirectly, by Contractor’s failure Contractor shall be entitled to perform its obligations relief to the extent allowed under this AgreementSection 6.8; 32. Force Majeure to the extent allowed under Section 6.8A6.7A; 43. Acceleration of the Work directed ordered by Owner pursuant to Section 5.6, provided that a Change Order has been issued; 54. Owner’s request for an increase in coverage under the Letter of Credit pursuant to Section 9.2 to cover any increase in the Contract Price as a result of Change Orders to Orders; 5. To the extent set forth in Section 9.2expressly permitted under Sections 2.5B.2(i), 3.3C.5, 3.10, 3.12C, 3.17, 3.27A, 3.27B, 5.2D.2, 7.2D, 8.2C and 12.2A; 6. To the extent expressly permitted under Sections 3.3C3.4C, 3.4A5.2D.1, 3.25, 4.3, 4.8A, 5.6A, 7.1, 8.2A, 8.2D, 11.1A, 11.1B.6, 11.1D, 12.2A, 16.3, 16.4 7.9 and Attachment EE9.1C; 7. Delay Changes in Law that occur after the Effective Date and that adversely affect Contractor’s actual cost (which costs shall be adequately documented and supported by Contractor) of performance of the Work or ability to perform any requirement under this Agreement. If such Changes in Law causes a delay (as that term is defined Section 6.9), Contractor shall be entitled to relief to the extent allowed under Section 6.8. Notwithstanding anything provided in this Agreement, any change in Applicable Law related to tariffs, quotas, or duties shall be addressed exclusively and Contractor shall be entitled to a Change Order only to the extent permitted in Attachment FF (Relief for Changes in U.S. Tariffs or Duties); 8. Suspension in Work pursuant to Section 16.3 or 16.4; 9. Changes to the Rely Upon Information, or errors, omissions or inaccuracies in the Rely Upon Information that adversely affect Contractor’s (i) actual cost (which costs shall be adequately documented and supported by Contractor) of performance of the Work, or (ii) ability to perform any material requirement under this Agreement. If such errors, omissions or inaccuracies in the Rely Upon Information cause a delay (as that term is defined in Section 6.9), Contractor shall be entitled to relief to the extent allowed under Section 6.8; 10. To the extent expressly permitted elsewhere in Attachment O and, further, delay beyond the permissible times specified in Section 1A.9(g)(i1A(x)(g)(2) or Section 1A.11(ii1A(xii)(g)(2) of Attachment O for the delivery by Owner to Contractor of builder’s risk or marine cargo insurance proceeds received by the Collateral Agent (or if no Collateral Agent, a mutually agreed upon escrow agent) shall relieve Contractor of any obligation under this Agreement to effect repairs or other restoration of the Work affected by the insured occurrence for any costs of repairs or restoration exceeding the sum of the deductible under such insurance and any amounts previously paid to Contractor under such insurance and shall entitle Contractor to a Change Order adjusting the Contract Price and Project ScheduleKey Dates, but only to the extent such delay adversely affects (i) Contractor’s cost of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Monthly Updated CPM Schedule, or (iii) or Contractor’s ability to perform any material obligation under this Agreement; provided that, notwithstanding the foregoing, in no event shall this Section 6.2A.7 6.2A.10 in any way relieve Contractor from any obligation to perform any work necessary to maintain the builder’s risk and marine cargo insurance in full force and effect; 8. Suspension in Work ordered by Owner pursuant to Section 16.3; 9. Subsurface Soil Conditions to the extent allowed under Section 2.5B.2; 10. Discovery of Hazardous Materials at the Site or on the Off-Site Rights of Way and Easements for which Owner is responsible under Section 4.7 that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement;; and 11. Owner’s issuance of NTP in accordance with Section 5.2B after March 31, 2012, but only to To the extent that such delay adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; and 12. Performance of the Work under the Soils Preparation Provisional Sum or Existing Facility Labor Provisional Sum is beyond the quantities or hours for such provisional sum item as described in expressly permitted by Attachment EE, and such overages result in a delay in the Work, then Contractor will be entitled to a Change Order extending the Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent permitted in Section 6.9. Notwithstanding the foregoing, Owner may, at any time, instruct Contractor to (i) increase Existing Facility Labor (through additional crews, shifts, etc.) in the case of the Work for the Existing Facility Provisional Sum or (ii) take commercially and technically reasonable efforts (through additional labor, equipment, shifts, etc.), in each case to overcome the delay, in which case Contractor shall not be entitled to a Change Order adjusting the applicable Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent such efforts mitigate or eliminate such delayFF. B. Should Contractor desire to request a Change Order under this Section 6.2, Contractor shall, pursuant to Section 6.5, notify Owner in writing and issue to Owner, at Contractor’s expense, a request for a proposed Change Order notice in the form attached hereto as of Schedule D-3, D-4 (“Contractor’s Change Notice”) with a detailed explanation of the proposed change and Contractor’s reasons for proposing the change, all documentation necessary to verify the effects of the change on the Changed Criteria, and all other information required by SectionSection 6.5. Any adjustments to the Contract Price shall be requested on a fixed price basis (unless otherwise agreed by the Parties in writing) and shall be derived from the rates set forth in Schedule D-5 to the extent applicable or, if not stated therein, derived from rates not to exceed then-current market rates. C. Owner shall respond to Contractor’s Change Notice within thirty (30) Days of receipt (unless Owner requests additional information in order to respond), stating (i) whether Owner agrees that Contractor is entitled to a Change Order and (ii) the extent, if any, to which Owner agrees with Contractor’s statement regarding the effect of the proposed Change Order on the Changed Criteria, including any adjustment to the Contract Price. If Owner agrees that a Change Order is necessary and agrees with Contractor’s statement regarding the effect of the proposed Change Order on the Changed Criteria, then Owner shall issue such Change Order, which shall be in the form of Schedule D-1, and such Change Order shall become binding on the Parties as part of this Agreement upon execution thereof by the Parties. D. If the Parties agree that Contractor is entitled to a Change Order but cannot agree on the effect of the proposed Change Order on the Changed Criteria within fourteen (14) Days after Owner’s receipt of Contractor’s written notice and proposed Change Order and all other required information, or if Owner desires that the proposed changed Work set forth in the proposed Change Order commence immediately, the rights, obligations and procedures set forth in Section 6.1E are applicable. E. If the Parties cannot agree upon whether Contractor is entitled to a Change Order within fourteen (14) Days after Owner’s receipt of Contractor’s Change Notice and proposed Change Order, then the dispute shall be resolved as provided in ARTICLE 18. Pending resolution of the dispute, Contractor shall continue to perform the Work required under this Agreement, and Owner shall continue to pay Contractor in accordance with the terms of this Agreement, as modified by any previously agreed Change Orders or Change Directives.

Change Orders Requested by Contractor. A. Contractor shall have the right to a Change Order in the event of any of the following occurrences: 1. Any Change in Law that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 2. Acts or omissions of any member of Owner Group or any other Person for whom Owner is responsible, including in the case of Owner any failure to perform any obligation under this Agreement, that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; provided that Contractor shall not be entitled to a Change Order to the extent that such acts or omissions of Owner are caused, directly or indirectly, by Contractor’s failure to perform its obligations under this Agreement; 3. Force Majeure to the extent allowed under Section 6.8A; 4. Acceleration of the Work directed by Owner pursuant to Section 5.6, provided that a Change Order has been issued; 5. Owner’s request for an increase in coverage under the Letter of Credit pursuant to Section 9.2 to cover any increase in the Contract Price as a result of Change Orders to the extent set forth in Section 9.2; 6. To the extent expressly permitted under Sections 3.3C, 3.4A, 3.25, 4.3, 4.8A, 5.6A, 7.1, 8.2A, 8.2D8.2C, 11.1A, 11.1B.6, 11.1D, 12.2A, 16.3, 16.4 and Attachment EE; 7. Delay beyond the permissible times specified in Section 1A.9(g)(i1A.9(g)(ii) or Section 1A.11(ii) of Attachment O for the delivery by Owner to Contractor of builder’s risk or marine cargo insurance proceeds received by the Collateral Agent (or if no Collateral Agent, a mutually agreed upon escrow agent) shall relieve Contractor of any obligation under this Agreement to effect repairs or other restoration of the Work affected by the insured occurrence for any costs of repairs or restoration exceeding the sum of the deductible under such insurance and any amounts previously paid to Contractor under such insurance and shall entitle Contractor to a Change Order adjusting the Contract Price and Project Schedule, but only to the extent such delay adversely affects (i) Contractor’s cost of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule, or (iii) or Contractor’s ability to perform any material obligation under this Agreement; provided that, notwithstanding the foregoing, in no event shall this Section 6.2A.7 in any way relieve Contractor from any obligation to perform any work necessary to maintain the builder’s risk and marine cargo insurance in full force and effect; 8. Suspension in Work ordered by Owner pursuant to Section 16.3; 9. Subsurface Soil Conditions to the extent allowed under Section 2.5B.2; 10. Discovery of Hazardous Materials (including Pre-Existing Contamination) at the Site or on the Off-Site Rights of Way and Easements for which Owner is responsible under Section 4.7 that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 11. Owner’s issuance of NTP in accordance with Section 5.2B after March 31July 1, 20122014, but only to the extent that such delay adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; and; 12. Performance of the Work under the Soils Preparation Provisional Sum or Existing Facility Labor Marine and Dredging Provisional Sum is beyond the quantities or hours for such provisional sum item as described in Attachment EE, and such overages result in a delay in the Work, then Contractor will be entitled to a Change Order extending the Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent permitted in Section 6.9. Notwithstanding the foregoing, Owner may, at any time, instruct Contractor to (i) increase Existing Facility Labor (through additional crews, shifts, etc.) in the case of the Work for the Existing Facility Provisional Sum or (ii) take commercially and technically reasonable efforts (through additional labor, equipment, shifts, etc.), in each case ) to overcome the delay, in which case Contractor shall not be entitled to a Change Order adjusting the applicable Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent such efforts mitigate or eliminate such delay; and, 13. Any Landowner agreement which is executed and provided to Contractor after the Contract Date (including but not limited to such Landowner agreements that are identified in Attachment Y), but only to the extent that such agreement adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement. B. Should Contractor desire to request a Change Order under this Section 6.2, Contractor shall, pursuant to Section 6.5, notify Owner in writing and issue to Owner, at Contractor’s expense, a request for a proposed Change Order in the form attached hereto as Schedule D-3, a detailed explanation of the proposed change and Contractor’s reasons for proposing the change, documentation necessary to verify the effects of the change on the Changed Criteria, and all other information required by Sectionthe

Change Orders Requested by Contractor. A. Contractor shall have the right to a Change Order in the event of any of the following occurrences: 1. Any Change in Law that adversely affects (i) Contractor’s costs of performance of the Work, ; (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 2. Acts or omissions of any member of Owner Group or any other Person for whom Owner is responsible, including in the case of Owner any failure to perform any obligation under this Agreement, that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; provided that Contractor shall not be entitled to a Change Order to the extent that such acts or omissions of Owner are caused, directly or indirectly, by Contractor’s failure to perform its obligations under this Agreement; 3. Force Majeure to the extent allowed under Section 6.8A; 4. Acceleration of the Work directed by Owner pursuant to Section 5.6, provided that a Change Order has been issued; 5. Owner’s request for an increase in coverage under the Letter of Credit pursuant to Section 9.2 to cover any increase in the Contract Price as a result of Change Orders to the extent set forth in Section 9.2; 6. To the extent expressly permitted under Sections 3.3C, 3.4A4.3A, 3.25, 4.34.3B, 4.8A, 5.6A, 7.1, 8.2A, 8.2D11.2, 11.1A, 11.1B.6, 11.1D, 12.2A, 16.3, 16.4 12.2A and Attachment EE16.4; 7. Delay beyond the permissible times specified in Section 1A.9(g)(i) or Section 1A.11(ii) of Attachment O for the delivery by Owner to Contractor of builder’s risk or marine cargo insurance proceeds received by the Collateral Agent shall relieve Contractor of any obligation under this Agreement to effect repairs or other restoration of the Work affected by the insured occurrence for any costs of repairs or restoration exceeding the sum of the deductible under such insurance and any amounts previously paid to Contractor under such insurance and shall entitle Contractor to a Change Order adjusting the Contract Price and Project Schedule, but only to the extent such delay adversely affects (i) Contractor’s cost of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule, or (iii) or Contractor’s ability to perform any material obligation under this Agreement; provided that, notwithstanding the foregoing, in no event shall this Section 6.2A.7 in any way relieve Contractor from any obligation to perform any work necessary to maintain the builder’s risk and marine cargo insurance in full force and effect; 8. Suspension in Work ordered by Owner pursuant to Section 16.3; 9. Subsurface Soil Conditions to the extent allowed under Section 2.5B.2; 10. Discovery of Hazardous Materials at the Site or on the Off-Site Rights of Way and Easements for which Owner is responsible under Section 4.7 that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 11. Owner’s issuance of (i) the LNTP in accordance with Section 5.2A after January 4, 2005 or (ii) the NTP in accordance with Section 5.2B after March 31April 4, 20122005, but only to the extent that such delay adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; and 12. Performance Owner’s election to issue a Change Order with respect to any of the Work under items identified in Section 12.3 of Schedule A-1, but only to the Soils Preparation Provisional Sum or Existing Facility Labor Provisional Sum is beyond extent the quantities or hours for implementation of any such provisional sum item activity previously identified as described in Attachment EE, and such overages result in a delay in an exclusion adversely impacts (i) Contractor’s cost of performance of the Work, then Contractor will be entitled to a Change Order extending the Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent permitted in Section 6.9. Notwithstanding the foregoing, Owner may, at any time, instruct Contractor to (i) increase Existing Facility Labor (through additional crews, shifts, etc.) in the case of the Work for the Existing Facility Provisional Sum or (ii) take commercially and technically reasonable efforts Contractor’s ability to perform the Work in accordance with the Project Schedule or (through additional labor, equipment, shifts, etc.), in each case iii) Contractor’s ability to overcome the delay, in which case Contractor shall not be entitled to a Change Order adjusting the applicable Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent such efforts mitigate or eliminate such delayperform any obligation under this Agreement. B. Should Contractor desire to request a Change Order under this Section 6.2, Contractor shall, pursuant to Section 6.5, notify Owner in writing and issue to Owner, at Contractor’s expense, a request for a proposed Change Order in the form attached hereto as Schedule D-3, a detailed explanation of the proposed change and Contractor’s reasons for proposing the change, documentation necessary to verify the effects of the change on the Changed Criteria, and all other information required by Section

Change Orders Requested by Contractor. A. Contractor shall only have the right to a Change Order in the event of any of the following occurrences: 1. Any Change in Law Acts or omissions of an Owner Indemnified Party, Owner’s consultants under Section 2.5D or any other Person acting on behalf of or under the control of Owner that constitute a failure to perform an express term of this Agreement by Owner and that adversely affects (i) affect Contractor’s actual cost (which costs shall be adequately documented and supported by Contractor) of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation requirement under this Agreement; 2. Acts or omissions of any member of Owner Group or any other Person for whom Owner is responsible, including in the case of Owner any failure to perform any obligation under this Agreement, that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; provided that Contractor shall not be entitled to a Change Order to the extent that If such acts or omissions of Owner are causedcause a delay (as that term is defined in Section 6.9), directly or indirectly, by Contractor’s failure Contractor shall be entitled to perform its obligations relief to the extent allowed under this AgreementSection 6.8; 32. Force Majeure to the extent allowed under Section 6.8A6.7A; 43. Acceleration of the Work directed ordered by Owner pursuant to Section 5.6, provided that a Change Order has been issued; 54. Owner’s request for an increase in coverage under the Letter of Credit pursuant to Section 9.2 to cover any increase in the Contract Price as a result of Change Orders to Orders; 5. To the extent set forth in Section 9.2expressly permitted under Sections 2.5B.2(i), 3.3C.5, 3.10, 3.12C, 3.17, 3.27A, 3.27B, 5.2E.2, 7.2D, 8.2C, 11.2D and 12.2A; 6. To the extent expressly permitted under Sections 3.3C3.4C, 3.4A5.2E.1, 3.25, 4.3, 4.8A, 5.6A, 7.1, 8.2A, 8.2D, 11.1A, 11.1B.6, 11.1D, 12.2A, 16.3, 16.4 7.9 and Attachment EE9.1C; 7. Delay beyond Changes in Law that occur after the permissible times specified in Section 1A.9(g)(i) or Section 1A.11(ii) of Attachment O for the delivery by Owner to Contractor of builder’s risk or marine cargo insurance proceeds received by the Collateral Agent shall relieve Contractor of any obligation under this Agreement to effect repairs or other restoration of the Work affected by the insured occurrence for any costs of repairs or restoration exceeding the sum of the deductible under such insurance Effective Date and any amounts previously paid to Contractor under such insurance and shall entitle Contractor to a Change Order adjusting the Contract Price and Project Schedule, but only to the extent such delay that adversely affects (i) affect Contractor’s actual cost (which costs shall be adequately documented and supported by Contractor) of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule, or (iii) or Contractor’s ability to perform any material obligation requirement under this Agreement; provided that. If such Changes in Law causes a delay (as that term is defined Section 6.9), notwithstanding the foregoing, in no event Contractor shall this Section 6.2A.7 in any way relieve Contractor from any obligation be entitled to perform any work necessary to maintain the builder’s risk and marine cargo insurance in full force and effect; 8. Suspension in Work ordered by Owner pursuant to Section 16.3; 9. Subsurface Soil Conditions relief to the extent allowed under Section 2.5B.2; 106.8. Discovery of Hazardous Materials at the Site or on the Off-Site Rights of Way and Easements for which Owner is responsible under Section 4.7 that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work Notwithstanding anything provided in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 11. Owner’s issuance of NTP , any change in accordance with Section 5.2B after March 31Applicable Law related to tariffs, 2012quotas, but only to the extent that such delay adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; and 12. Performance of the Work under the Soils Preparation Provisional Sum or Existing Facility Labor Provisional Sum is beyond the quantities or hours for such provisional sum item as described in Attachment EE, duties shall be addressed exclusively and such overages result in a delay in the Work, then Contractor will shall be entitled to a Change Order extending the Target Substantial Completion Dates and Guaranteed Substantial Completion Dates only to the extent permitted in Section 6.9Attachment FF (Relief for Changes in U.S. Tariffs or Duties); 8. Notwithstanding the foregoing, Owner may, at any time, instruct Contractor to (i) increase Existing Facility Labor (through additional crews, shifts, etc.) Suspension in the case of the Work for the Existing Facility Provisional Sum or (ii) take commercially and technically reasonable efforts (through additional labor, equipment, shifts, etc.), in each case to overcome the delay, in which case Contractor shall not be entitled to a Change Order adjusting the applicable Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent such efforts mitigate or eliminate such delay. B. Should Contractor desire to request a Change Order under this Section 6.2, Contractor shall, pursuant to Section 6.5, notify Owner in writing and issue to Owner, at Contractor’s expense, a request for a proposed Change Order in the form attached hereto as Schedule D-3, a detailed explanation of the proposed change and Contractor’s reasons for proposing the change, documentation necessary to verify the effects of the change on the Changed Criteria, and all other information required by Section16.3 or 16.4;

Change Orders Requested by Contractor. A. Contractor shall have the right to a Change Order in the event of any of the following occurrences: 1. Any Change in Law that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 2. Acts or omissions of any member of Owner Group or any other Person for whom Owner is responsible, including in the case of Owner any failure to perform any obligation under this Agreement, that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; provided that Contractor shall not be entitled to a Change Order to the extent that such acts or omissions of Owner are caused, directly or indirectly, by Contractor’s failure to perform its obligations under this Agreement; 3. Force Majeure to the extent allowed under Section 6.8A; 4. Acceleration of the Work directed by Owner pursuant to Section 5.6, provided that a Change Order has been issued; 5. Owner’s request for an increase in coverage under the Letter of Credit pursuant to Section 9.2 to cover any increase in the Contract Price as a result of Change Orders to the extent set forth in Section 9.2; 6. To the extent expressly permitted under Sections 3.3C, 3.4A, 3.25, 4.3, 4.8A, 5.6A, 7.1, 8.2A, 8.2D, 11.1A, 11.1B.6, 11.1D, 12.2A, 16.3, 16.4 and Attachment EE; 7. Delay beyond the permissible times specified in Section 1A.9(g)(i1A.9(g)(ii) or Section 1A.11(ii) of Attachment O for the delivery by Owner to Contractor of builder’s risk or marine cargo insurance proceeds received by the Collateral Agent shall relieve Contractor of any obligation under this Agreement to effect repairs or other restoration of the Work affected by the insured occurrence for any costs of repairs or restoration exceeding the sum of the deductible under such insurance and any amounts previously paid to Contractor under such insurance and shall entitle Contractor to a Change Order adjusting the Contract Price and Project Schedule, but only to the extent such delay adversely affects (i) Contractor’s cost of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule, or (iii) or Contractor’s ability to perform any material obligation under this Agreement; provided that, notwithstanding the foregoing, in no event shall this Section 6.2A.7 in any way relieve Contractor from any obligation to perform any work necessary to maintain the builder’s risk and marine cargo insurance in full force and effect; 8. Suspension in Work ordered by Owner pursuant to Section 16.3; 9. Subsurface Soil Conditions to the extent allowed under Section 2.5B.2; 10. Discovery of Hazardous Materials at the Site or on the Off-Site Rights of Way and Easements for which Owner is responsible under Section 4.7 that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 11. Owner’s issuance of NTP in accordance with Section 5.2B after March 31June 1, 20122013, but only to the extent that such delay adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; and 12. Performance of the Work under the Soils Preparation Provisional Sum or Existing Facility Labor Provisional Sum is beyond the quantities or hours for such provisional sum item as described in Attachment EE, and such overages result in a delay in the Work, then Contractor will be entitled to a Change Order extending the Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent permitted in Section 6.9. Notwithstanding the foregoing, Owner may, at any time, instruct Contractor to (i) increase Existing Facility Labor (through additional crews, shifts, etc.) in the case of the Work for the Existing Facility Provisional Sum or (ii) take commercially and technically reasonable efforts (through additional labor, equipment, shifts, etc.), in each case to overcome the delay, in which case Contractor shall not be entitled to a Change Order adjusting the applicable Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent such efforts mitigate or eliminate such delay. B. Should Contractor desire to request a Change Order under this Section 6.2, Contractor shall, pursuant to Section 6.5, notify Owner in writing and issue to Owner, at Contractor’s expense, a request for a proposed Change Order in the form attached hereto as Schedule D-3, a detailed explanation of the proposed change and Contractor’s reasons for proposing the change, documentation necessary to verify the effects of the change on the Changed Criteria, and all other information required by SectionSection 6.5. Any adjustments to the Contract Price shall (unless otherwise agreed) be requested on a lump sum basis and shall be based on the requirements in Schedule D-4 and the Unit Rates specified therein to the extent applicable to the Change Order. C. Owner shall respond to Contractor’s request for a Change Order within thirty (30) Days of receipt, stating (i) whether Owner agrees that Contractor is entitled to a Change Order and (ii) the extent, if any, to which Owner agrees with Contractor’s statement regarding the effect of the proposed Change Order on the Changed Criteria, including any adjustment to the Contract Price and the estimated costs for each item making up the adjustment to the Contract Price. If Owner agrees that a Change Order is necessary and agrees with Contractor’s statement regarding the effect of the proposed Change Order on the Changed Criteria, including mutual agreement on the costs, then Owner shall issue such Change Order, which shall be in the form of Schedule D-1, and such Change Order shall become binding on the Parties as part of this Agreement upon execution thereof by the Parties. Owner shall be entitled to decline a Change Order with respect to any request by Contractor for a Change Order if the Change Order request, when submitted, is not adequately documented and supported by Contractor as required under this Agreement. D. If the Parties agree that Contractor is entitled to a Change Order but cannot agree on the effect of the proposed Change Order on the Changed Criteria within thirty (30) Days of Owner’s receipt of Contractor’s written notice and proposed Change Order and all other required information, or if Owner desires that the proposed changed Work set forth in the proposed Change Order commence immediately, the rights, obligations and procedures set forth in Section 6.1C are applicable. E. If the Parties cannot agree upon whether Contractor is entitled to a Change Order within thirty (30) Business Days of Owner’s receipt of Contractor’s written notice and proposed Change Order, then the Dispute shall be resolved as provided in Article 18. Pending resolution of the Dispute, Contractor shall continue to perform the Work required under this Agreement, and Owner shall continue to pay Contractor in accordance with the terms of this Agreement, any Change Orders and any previously agreed or unilateral Change Orders.

Change Orders Requested by Contractor. A. Contractor shall have the right to a Change Order in the event of any of the following occurrences: 1. Any Change in Law that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 2. Acts or omissions of any member of Owner Group or any other Person for whom Owner is responsible, including in the case of Owner any failure to perform any obligation under this Agreement, that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; provided that Contractor shall not be entitled to a Change Order to the extent that such acts or omissions of Owner are caused, directly or indirectly, by Contractor’s failure to perform its obligations under this Agreement; 3. Force Majeure to the extent allowed under Section 6.8A; 4. Acceleration of the Work directed by Owner pursuant to Section 5.6, provided that a Change Order has been issued; 5. Owner’s request for an increase in coverage under the Letter of Credit pursuant to Section 9.2 to cover any increase in the Contract Price as a result of Change Orders to the extent set forth in Section 9.2; 6. To the extent expressly permitted under Sections 3.3C, 3.4A, 3.25, 4.3, 4.8A, 5.6A, 7.1, 8.2A, 8.2D8.2C, 11.1A, 11.1B.6, 11.1D, 12.2A, 16.3, 16.4 and Attachment EE; 7. Delay beyond the permissible times specified in Section 1A.9(g)(i1A.9(g)(ii) or Section 1A.11(ii) of Attachment O for the delivery by Owner to Contractor of builder’s risk or marine cargo insurance proceeds received by the Collateral Agent (or if no Collateral Agent, a mutually agreed upon escrow agent) shall relieve Contractor of any obligation under this Agreement to effect repairs or other restoration of the Work affected by the insured occurrence for any costs of repairs or restoration exceeding the sum of the deductible under such insurance and any amounts previously paid to Contractor under such insurance and shall entitle Contractor to a Change Order adjusting the Contract Price and Project Schedule, but only to the extent such delay adversely affects (i) Contractor’s cost of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule, or (iii) or Contractor’s ability to perform any material obligation under this Agreement; provided that, notwithstanding the foregoing, in no event shall this Section 6.2A.7 in any way relieve Contractor from any obligation to perform any work necessary to maintain the builder’s risk and marine cargo insurance in full force and effect; 8. Suspension in Work ordered by Owner pursuant to Section 16.3; 9. Subsurface Soil Conditions to the extent allowed under Section 2.5B.2; 10. Discovery of Hazardous Materials (including Pre-Existing Contamination) at the Site or on the Off-Site Rights of Way and Easements for which Owner is responsible under Section 4.7 that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 11. Owner’s issuance of NTP in accordance with Section 5.2B after March 31July 1, 20122014, but only to the extent that such delay adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; and, 12. Performance of Any Landowner agreement which is executed and provided to Contractor after the Work under the Soils Preparation Provisional Sum or Existing Facility Labor Provisional Sum is beyond the quantities or hours for Contract Date (including but not limited to such provisional sum item as described Landowner agreements that are identified in Attachment EEY), and but only to the extent that such overages result in a delay in agreement adversely affects (i) Contractor’s costs of performance of the Work, then Contractor will be entitled to a Change Order extending the Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent permitted in Section 6.9. Notwithstanding the foregoing, Owner may, at any time, instruct Contractor to (i) increase Existing Facility Labor (through additional crews, shifts, etc.) in the case of the Work for the Existing Facility Provisional Sum or (ii) take commercially and technically reasonable efforts Contractor’s ability to perform the Work in accordance with the Project Schedule or (through additional labor, equipment, shifts, etc.), in each case iii) Contractor’s ability to overcome the delay, in which case Contractor shall not be entitled to a Change Order adjusting the applicable Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent such efforts mitigate or eliminate such delayperform any material obligation under this Agreement. B. Should Contractor desire to request a Change Order under this Section 6.2, Contractor shall, pursuant to Section 6.5, notify Owner in writing and issue to Owner, at Contractor’s expense, a request for a proposed Change Order in the form attached hereto as Schedule D-3, a detailed explanation of the proposed change and Contractor’s reasons for proposing the change, documentation necessary to verify the effects of the change on the Changed Criteria, and all other information required by Section

Change Orders Requested by Contractor. A. 6.2.1. Contractor shall only have the right to a Change Order in the event of any of the following occurrences: 16.2.1.1. Any Change Changes in Law that materially and adversely affects (i) affect Contractor’s actual cost (which costs including Overhead Fee and Contractor’s Fee shall be adequately documented and supported) of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation requirement under this Agreement, and with respect to any delays (as that term is defined in Section 6.9) caused by such Changes in Law, a time extension to the Milestone Dates to the extent allowed under Section 6.8; 26.2.1.2. Acts or omissions of any member Owner including Owner caused delays that constitute a material breach of this Agreement by Owner Group or any other Person for whom Owner is responsible, including in the case of Owner any failure to perform any obligation under this Agreement, that and materially and adversely affects (i) affect Contractor’s actual cost (which costs shall be adequately documented and supported) of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation requirement under this Agreement; provided Agreement and, with respect to delays caused by Owner that Contractor shall not be entitled constitute a material breach of this Agreement by Owner, compensation and a time extension to a Change Order the Mechanical Completion, Guaranteed Substantial Completion Date and Final Completion Date to the extent that such acts or omissions of Owner are caused, directly or indirectly, by Contractor’s failure to perform its obligations allowed under this AgreementSection 6.8; 36.2.1.3. Force Majeure to the extent allowed under Section 6.8A6.7.1; 46.2.1.4. Acceleration of the Work directed ordered by Owner pursuant to Section 5.65.5, provided that a Change Order has been issuedissued by Owner pursuant to Section 6.1; 56.2.1.5. To the extent expressly permitted under Section 13.2.1 or 3.18; 6.2.1.6. Unforeseen Subsurface Conditions at the Site to the extent allowed under Section 2.5.2.2; 6.2.1.7. Purchase of operating spare parts in accordance with Section 3.4; 6.2.1.8. Suspension in Work ordered by Owner pursuant to Section 16.3 to the extent allowed thereunder; 6.2.1.9. Owner’s request for an increase in coverage under the Letter of Credit pursuant to Section 9.2 to cover any increase in the Contract Price Compensation as a result of Change Orders to the extent set forth in Section 9.2; 6. To the extent expressly permitted under Sections 3.3COrders, 3.4A, 3.25, 4.3, 4.8A, 5.6A, 7.1, 8.2A, 8.2D, 11.1A, 11.1B.6, 11.1D, 12.2A, 16.3, 16.4 and Attachment EE; 7. Delay beyond the permissible times specified in Section 1A.9(g)(i) or Section 1A.11(ii) of Attachment O for the delivery by Owner to Contractor of builder’s risk or marine cargo insurance proceeds received by the Collateral Agent shall relieve Contractor of any obligation under this Agreement to effect repairs or other restoration of the Work affected by the insured occurrence for any costs of repairs or restoration exceeding the sum of the deductible under such insurance and any amounts previously paid to Contractor under such insurance and shall entitle Contractor to provided that a Change Order adjusting for such increased coverage has been executed; 6.2.1.10. Changes in the Contract Price and Project Schedule, but only applicable collective bargaining agreements to craft labor rates that become effective after the extent such delay adversely affects (i) Contractor’s cost of performance Effective Date of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule, or (iii) or Contractor’s ability to perform any material obligation under this Agreement; provided that, notwithstanding the foregoing, in no event shall this Section 6.2A.7 in any way relieve Contractor from any obligation to perform any work necessary to maintain the builder’s risk and marine cargo insurance in full force and effect; 8. Suspension in Work ordered by Owner pursuant to Section 16.3; 9. Subsurface Soil Conditions to the extent allowed under Section 2.5B.2; 10. Discovery of Hazardous Materials at the Site or on the Off-Site Rights of Way and Easements for which Owner is responsible under Section 4.7 that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 11. Owner’s issuance of NTP in accordance with Section 5.2B after March 31, 2012, but only to the extent that such delay adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; and 126.2.1.11. Performance of the Work under the Soils Preparation Provisional Sum or Existing Facility Labor Provisional Sum is beyond the quantities or hours for such provisional sum item as described Owner requiring Contractor to perform work specifically excluded in Attachment EE, and such overages result in a delay in the Work, then Contractor will be entitled to a Change Order extending the Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent permitted Contractor’s Exclusions listed in Section 6.9H of Attachment A or Owner’s failure to meet the conditions specified in Contractor’s Clarifications listed in Section I of Attachment A. 6.2.2. Notwithstanding the foregoing, Owner may, at any time, instruct Contractor to (i) increase Existing Facility Labor (through additional crews, shifts, etc.) in the case of the Work for the Existing Facility Provisional Sum or (ii) take commercially and technically reasonable efforts (through additional labor, equipment, shifts, etc.), in each case to overcome the delay, in which case Contractor shall not be entitled to a Change Order adjusting the applicable Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent such efforts mitigate or eliminate such delay. B. Should Contractor desire to request a Change Order under this Section 6.2, Contractor shall, pursuant to Section 6.5, notify Owner in writing in the form set forth in Schedule D-4, Part 1 and issue to Owner, at Contractor’s expense, Owner a request for a proposed Change Order in the form attached hereto as Schedule D-3D-4, Part 2, a detailed explanation of the proposed change and Contractor’s reasons for proposing the change, all documentation necessary to verify the effects of the change on the Changed Criteria, and all other information required by SectionSection 6.5. 6.2.3. If Owner agrees that a Change Order is necessary and agrees with Contractor’s statement regarding the effect of the proposed Change Order on the Changed Criteria, then Owner shall issue such Change Order, which shall be in the form of Schedule D-1, and such Change Order shall become binding on the Parties as part of this Agreement upon execution thereof by the Parties. 6.2.4. If the Parties agree that Contractor is entitled to a Change Order but cannot agree on the effect of the proposed Change Order on the Changed Criteria within ten (10) Business Days of Owner’s receipt of Contractor’s written notice and proposed Change Order and all other required information, or if Owner desires that the proposed changed Work set forth in the proposed Change Order commence immediately, the rights, obligations and procedures set forth in Section 6.1.4 are applicable. 6.2.5. If the Parties cannot agree upon whether Contractor is entitled to a Change Order within ten (10) Business Days of Owner’s receipt of Contractor’s written notice and proposed Change Order in the form set forth in Schedule D-4, then the dispute shall be resolved as provided in Article 18. Pending resolution of the dispute, Contractor shall continue to perform the Work required under this Agreement, and Owner shall continue to pay Contractor in accordance with the terms of this Agreement, any Change Orders and any previously agreed or unilateral Change Orders.

Change Orders Requested by Contractor. A. 6.2.1. Contractor shall only have the right to a Change Order in the event of any of the following occurrences: 16.2.1.1. Any Change Changes in Law that materially and adversely affects (i) affect Contractor’s actual cost (which costs including Overhead Fee and Contractor’s Fee shall be adequately documented and supported) of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation requirement under this Agreement, and with respect to any delays (as that term is defined in Section 6.9) caused by such Changes in Law, a time extension to the Milestone Dates to the extent allowed under Section 6.8; 26.2.1.2. Acts or omissions of any member Owner including Owner caused delays that constitute a material breach of this Agreement by Owner Group or any other Person for whom Owner is responsible, including in the case of Owner any failure to perform any obligation under this Agreement, that and materially and adversely affects (i) affect Contractor’s actual cost (which costs shall be adequately documented and supported) of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation requirement under this Agreement; provided Agreement and, with respect to delays caused by Owner that Contractor shall not be entitled constitute a material breach of this Agreement by Owner, compensation and a time extension to a Change Order the Mechanical Completion, Guaranteed Substantial Completion Date and Final Completion Date to the extent that such acts or omissions of Owner are caused, directly or indirectly, by Contractor’s failure to perform its obligations allowed under this AgreementSection 6.8; 36.2.1.3. Force Majeure to the extent allowed under Section 6.8A6.7.1; 46.2.1.4. Acceleration of the Work directed ordered by Owner pursuant to Section 5.6, provided that a Change Order has been issuedissued by Owner pursuant to Section 6.1; 56.2.1.5. To the extent expressly permitted under Section 13.2.1 or 3.18; 6.2.1.6. Unforeseen Subsurface Conditions at the Site to the extent allowed under Section 2.5.2.2; 6.2.1.7. Purchase of operating spare parts in accordance with Section 3.4; 6.2.1.8. Suspension in Work ordered by Owner pursuant to Section 16.3 to the extent allowed thereunder; 6.2.1.9. Owner’s request for an increase in coverage under the Letter of Credit pursuant to Section 9.2 to cover any increase in the Contract Price as a result of Change Orders to the extent set forth in Section 9.2; 6. To the extent expressly permitted under Sections 3.3COrders, 3.4A, 3.25, 4.3, 4.8A, 5.6A, 7.1, 8.2A, 8.2D, 11.1A, 11.1B.6, 11.1D, 12.2A, 16.3, 16.4 and Attachment EE; 7. Delay beyond the permissible times specified in Section 1A.9(g)(i) or Section 1A.11(ii) of Attachment O for the delivery by Owner to Contractor of builder’s risk or marine cargo insurance proceeds received by the Collateral Agent shall relieve Contractor of any obligation under this Agreement to effect repairs or other restoration of the Work affected by the insured occurrence for any costs of repairs or restoration exceeding the sum of the deductible under such insurance and any amounts previously paid to Contractor under such insurance and shall entitle Contractor to provided that a Change Order adjusting for such increased coverage has been executed; 6.2.1.10. Changes in the Contract Price and Project Schedule, but only to applicable […***…] that become effective after the extent such delay adversely affects (i) Contractor’s cost of performance Effective Date of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule, or (iii) or Contractor’s ability to perform any material obligation under this Agreement; provided that, notwithstanding the foregoing, in no event shall this Section 6.2A.7 in any way relieve Contractor from any obligation to perform any work necessary to maintain the builder’s risk and marine cargo insurance in full force and effect; 8. Suspension in Work ordered by Owner pursuant to Section 16.3; 9. Subsurface Soil Conditions to the extent allowed under Section 2.5B.2; 10. Discovery of Hazardous Materials at the Site or on the Off-Site Rights of Way and Easements for which Owner is responsible under Section 4.7 that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 11. Owner’s issuance of NTP in accordance with Section 5.2B after March 31, 2012, but only to the extent that such delay adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; and 126.2.1.11. Performance of the Work under the Soils Preparation Provisional Sum or Existing Facility Labor Provisional Sum is beyond the quantities or hours for such provisional sum item as described Owner requiring Contractor to perform work specifically excluded in Attachment EE, and such overages result in a delay in the Work, then Contractor will be entitled to a Change Order extending the Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent permitted Contractor’s Exclusions listed in Section 6.9H of Attachment A or Owner’s failure to meet the conditions specified in Contractor’s Clarifications listed in Section I of Attachment A. 6.2.2. Notwithstanding the foregoing, Owner may, at any time, instruct Contractor to (i) increase Existing Facility Labor (through additional crews, shifts, etc.) in the case of the Work for the Existing Facility Provisional Sum or (ii) take commercially and technically reasonable efforts (through additional labor, equipment, shifts, etc.), in each case to overcome the delay, in which case Contractor shall not be entitled to a Change Order adjusting the applicable Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent such efforts mitigate or eliminate such delay. B. Should Contractor desire to request a Change Order under this Section 6.2, Contractor shall, pursuant to Section 6.5, notify Owner in writing and issue to Owner, at Contractor’s expense, Owner a request for a proposed Change Order in the form attached hereto as Schedule D-3, a detailed explanation of the proposed change and Contractor’s reasons for proposing the change, all documentation necessary to verify the effects of the change on the Changed Criteria, and all other information required by SectionSection 6.5. 6.2.3. If Owner agrees that a Change Order is necessary and agrees with Contractor’s statement regarding the effect of the proposed Change Order on the Changed Criteria, then Owner shall issue such Change Order, which shall be in the form of Schedule D-1, and such Change Order shall become binding on the Parties as part of this Agreement upon execution thereof by the Parties. 6.2.4. If the Parties agree that Contractor is entitled to a Change Order but cannot agree on the effect of the proposed Change Order on the Changed Criteria within ten (10) Business Days of Owner’s receipt of Contractor’s written notice and proposed Change Order and all other required information, or if Owner desires that the proposed changed Work set forth in the proposed Change Order commence immediately, the rights, obligations and procedures set forth in Section 6.1.3 are applicable. 6.2.5. If the Parties cannot agree upon whether Contractor is entitled to a Change Order within ten (10) Business Days of Owner’s receipt of Contractor’s written notice and proposed Change Order, then the dispute shall be resolved as provided in Article 18. Pending resolution of the dispute, Contractor shall continue to perform the Work required under this Agreement, and Owner shall continue to pay Contractor in accordance with the terms of this Agreement, any Change Orders and any previously agreed or unilateral Change Orders.

Change Orders Requested by Contractor. A. Contractor shall have the right to a Change Order in the event of any of the following occurrences: 1. Any Change in Law that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 2. Acts or omissions of any member of Owner Group or any other Person for whom Owner is responsible, including in the case of Owner any failure to perform any obligation under this Agreement, that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; provided that Contractor shall not be entitled to a Change Order to the extent that such acts or omissions of Owner are caused, directly or indirectly, by Contractor’s failure to perform its obligations under this Agreement; 3. Force Majeure to the extent allowed under Section 6.8A; 4. Acceleration of the Work directed by Owner pursuant to Section 5.6, provided that a Change Order has been issued; 5. Owner’s request for an increase in coverage under the Letter of Credit pursuant to Section 9.2 to cover any increase in the Contract Price as a result of Change Orders to the extent set forth in Section 9.2; 6. To the extent expressly permitted under Sections 3.3C, 3.4A, 3.25, 4.3, 4.8A, 4.10, 5.2C, 5.6A, 7.1, 8.2A, 8.2D, 11.1A, 11.1B.6, 11.1D, 12.2A, 16.3, 16.4 and Attachment EE; 7. Delay beyond the permissible times specified in Section 1A.9(g)(i1A.9(g)(ii) or Section 1A.11(ii) of Attachment O for the delivery by Owner to Contractor of builder’s risk or marine cargo insurance proceeds received by the Collateral Agent (or if no Collateral Agent, a mutually agreed upon escrow agent) shall relieve Contractor of any obligation under this Agreement to effect repairs or other restoration of the Work affected by the insured occurrence for any costs of repairs or restoration exceeding the sum of the deductible under such insurance and any amounts previously paid to Contractor under such insurance and shall entitle Contractor to a Change Order adjusting the Contract Price and Project Schedule, but only to the extent such delay adversely affects (i) Contractor’s cost of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule, or (iii) or Contractor’s ability to perform any material obligation under this Agreement; provided that, notwithstanding the foregoing, in no event shall this Section 6.2A.7 in any way relieve Contractor from any obligation to perform any work necessary to maintain the builder’s risk and marine cargo insurance in full force and effect; 8. Suspension in Work ordered by Owner pursuant to Section 16.3; 9. Subsurface Soil Conditions to the extent allowed under Section 2.5B.2;; or 10. Discovery of Hazardous Materials at the Site or on the Off-Site Rights of Way and Easements for which Owner is responsible under Section 4.7 that adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; 11. Owner’s issuance of NTP in accordance with Section 5.2B after March 31, 2012, but only to the extent that such delay adversely affects (i) Contractor’s costs of performance of the Work, (ii) Contractor’s ability to perform the Work in accordance with the Project Schedule or (iii) Contractor’s ability to perform any material obligation under this Agreement; and 12. Performance of the Work under the Soils Preparation Provisional Sum or Existing Facility Labor Provisional Sum is beyond the quantities or hours for such provisional sum item as described in Attachment EE, and such overages result in a delay in the Work, then Contractor will be entitled to a Change Order extending the Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent permitted in Section 6.9. Notwithstanding the foregoing, Owner may, at any time, instruct Contractor to (i) increase Existing Facility Labor (through additional crews, shifts, etc.) in the case of the Work for the Existing Facility Provisional Sum or (ii) take commercially and technically reasonable efforts (through additional labor, equipment, shifts, etc.), in each case to overcome the delay, in which case Contractor shall not be entitled to a Change Order adjusting the applicable Target Substantial Completion Dates and Guaranteed Substantial Completion Dates to the extent such efforts mitigate or eliminate such delay. B. Should Contractor desire to request a Change Order under this Section 6.2, Contractor shall, pursuant to Section 6.5, notify Owner in writing and issue to Owner, at Contractor’s expense, a request for a proposed Change Order in the form attached hereto as Schedule D-3, a detailed explanation of the proposed change and Contractor’s reasons for proposing the change, documentation necessary to verify the effects of the change on the Changed Criteria, and all other information required by Section