Common use of Material Capital Projects Clause in Contracts

Material Capital Projects. The following provisions shall govern the Development of a proposed Material Capital Project: (a) Where a feasibility study conducted in respect of a proposed Material Capital Project is a Successful Study, the Operating Member may cause the General Manager to prepare a Capital Project Budget in respect of the proposed Material Capital Project. A Material Capital Project that is not supported by a Successful Study may not proceed, and the Operating Member shall not direct the General Manager to prepare a Capital Project Budget, unless the unanimous approval of the Board is first obtained. (b) Following completion of a Capital Project Budget, a decision to proceed with the Development of the Material Capital Project in accordance with the Capital Project Budget will be put to the Board for its Approval. If the Board Approves the Development of the Material Capital Project, either Member may, by providing written notice (an “Opt-Out Notice”) to the other Member within 30 days of the approval of the Material Capital Project by the Board, elect not to participate in the Material Capital Project (such Member, the “Non-Funding Member”). If no Member has delivered an Opt-Out Notice within the 30 day period prescribed by this Section 6.2(b), both Members shall be deemed to have agreed to fund the Material Capital Project (a “Co-Funded Capital Project”) and shall be required to satisfy any Member Contributions related to the Co-Funded Capital Project in proportion to their Proportionate Interest. (c) If a Member receives an Opt-Out Notice within the timeframe prescribed by Section 6.2(b), such Member may, within 30 days from the receipt of the Opt-Out Notice, elect to sole fund the Material Capital Project by providing notice to this effect to the Non Funding Member (a “Sole Funding Notice”). A failure to provide a Sole Funding Notice within the prescribed 30-day period shall be deemed a decision not to proceed unilaterally with the Material Capital Project. A Member that elects to sole fund in accordance with this Section 6.2(c) is referred to as the “Sole Funding Member”. (d) The Proportionate Interests of the Members shall be recalculated, and the Schedule of Members shall be updated, to give effect to the Member Contributions made to fund the Material Capital Project. For the avoidance of doubt, any cost overruns that exceed the Capital Project Budget but which are funded by Member Contributions by the Sole Funding Member shall nonetheless dilute the interest of the Non Funding Member. An illustration of such recalculation is set out in Part II of Schedule G. (e) Any failure to make a required Member Contribution within 10 Business Days following a Monthly Funding Statement or Special Funding Statement in respect of the Co-Funded Capital Project, shall constitute a Funding Default.

Material Capital Projects. The following provisions shall govern the Development of a proposed Material Capital Project: (a) Where a feasibility study conducted in respect of a proposed Material Capital Project is a Successful Study, the Operating Member may cause the General Manager to prepare a Capital Project Budget in respect of the proposed Material Capital Project. A Material Capital Project that is not supported by a Successful Study may not proceed, and the Operating Member shall not direct the General Manager to prepare a Capital Project Budget, unless the unanimous approval of the Board is first obtained. (b) Following completion of a Capital Project Budget, a decision to proceed with the Development of the Material Capital Project in accordance with the Capital Project Budget will be put to the Board for its Approval. If the Board Approves the Development of the Material Capital Project, either Member may, by providing written notice (an “Opt-Out Notice”) to the other Member within 30 days of the approval of the Material Capital Project by the Board, elect not to participate in the Material Capital Project (such Member, the “Non-Funding Member”). If no Member has delivered an Opt-Out Notice within the 30 day period prescribed by this Section 6.2(b6.3(b), both Members shall be deemed to have agreed to fund the Material Capital Project (a “Co-Funded Capital Project”) and shall be required to satisfy any Member Contributions related to the Co-Funded Capital Project in proportion to their Proportionate Interest. (c) If a Member receives an Opt-Out Notice within the timeframe prescribed by Section 6.2(b6.3(b), such Member may, within 30 days from the receipt of the Opt-Out Notice, elect to sole fund the Material Capital Project by providing notice to this effect to the Non Non-Funding Member (a “Sole Funding Notice”). A failure to provide a Sole Funding Notice within the prescribed 30-day period shall be deemed a decision not to proceed unilaterally with the Material Capital Project. A Member that elects to sole fund in accordance with this Section 6.2(c) is referred to as the “Sole Funding Member”. (d) The Proportionate Interests of the Members shall be recalculated, and the Schedule of Members shall be updated, to give effect to the Member Contributions made to fund the Material Capital Project. For the avoidance of doubt, any cost overruns that exceed the Capital Project Budget but which are funded by Member Contributions by the Sole Funding Member shall nonetheless dilute the interest of the Non Funding Member. An illustration of such recalculation is set out in Part II of Schedule G. (e) Any failure to make a required Member Contribution within 10 Business Days following a Monthly Funding Statement or Special Funding Statement in respect of the Co-Funded Capital Project, shall constitute a Funding Default.to

Material Capital Projects. The following provisions shall govern the Development of a proposed Material Capital Project: (a) Where a feasibility study conducted in respect of a proposed Material Capital Project is a Successful Study, the Operating Member may cause the General Manager to prepare a Capital Project Budget in respect of the proposed Material Capital Project. A Material Capital Project that is not supported by a Successful Study may not proceed, and the Operating Member shall not direct the General Manager to prepare a Capital Project Budget, unless the unanimous approval of the Board is first obtained. (b) Following completion of a Capital Project Budget, a decision to proceed with the Development of the Material Capital Project in accordance with the Capital Project Budget will be put to the Board for its Approval. If the Board Approves the Development of the Material Capital Project, either Member may, by providing written notice (an “Opt-Out Notice”) to the other Member within 30 days of the approval of the Material Capital Project by the Board, elect not to participate in the Material Capital Project (such Member, the “Non-Funding Member”). If no Member has delivered an Opt-Out Notice within the 30 day period prescribed by this Section 6.2(b6.3(b), both Members shall be deemed to have agreed to fund the Material Capital Project (a “Co-Funded Capital Project”) and shall be required to satisfy any Member Contributions related to the Co-Funded Capital Project in proportion to their Proportionate Interest. (c) If a Member receives an Opt-Out Notice within the timeframe prescribed by Section 6.2(b6.3(b), such Member may, within 30 days from the receipt of the Opt-Out Notice, elect to sole fund the Material Capital Project by providing notice to this effect to the Non Non-Funding Member (a “Sole Funding Notice”). A failure to provide a Sole Funding Notice within the prescribed 30-day period shall be deemed a decision not to proceed unilaterally with the Material Capital Project. A Member that elects to sole fund in accordance with this Section 6.2(c6.3(c) is referred to as the “Sole Funding Member”.” For clarity, a Material Capital Project that is proceeding with a Sole Funding Member shall be funded, to the extent that the expenditures thereon constitute Development Capital Expenditures, solely by the Sole Funding Member’s Member Contributions contributed for such purpose and not by other Cash Available to Nevada JV. (d) The Proportionate Interests of the Members shall be recalculated, and the Schedule of Members shall be updated, to give effect to the Member Contributions made to fund the Material Capital Project. For the avoidance of doubt, any cost overruns that exceed the Capital Project Budget but which are funded by Member Contributions by the Sole Funding Member shall nonetheless dilute the interest of the Non Non-Funding Member. An illustration of such recalculation is set out in Part II of Schedule G. (e) Any failure to make a required Member Contribution within 10 Business Days following a Monthly Funding Statement or Special Funding Statement in respect of the Co-Funded Capital Project, Project shall constitute a Funding Default.