Common use of Minimum Performance Test Requirements; Certain Re-Test Requirements Clause in Contracts

Minimum Performance Test Requirements; Certain Re-Test Requirements. (a) As a condition and requirement for achieving Substantial Completion and the Substantial Completion Payment Date occurring, a valid Project Performance Test must be successfully performed in accordance with the requirements of this Agreement, including the Scope Book and the Performance Standard applicable to Project Performance Tests, demonstrating that the Project has achieved all Minimum Performance Test Requirements. (b) If the Project Performance Test Results of the initial Project Performance Test (the “Initial Project Performance Test”) show that one or more of the Minimum Performance Test Requirements were not achieved, Seller shall, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed the Initial Project Performance Test, another Project Performance Test (a “Required Project Performance Re-Test”) and comply with the other processes, procedures, terms, and conditions with regard to such Project Performance Test set forth in this Agreement, including in this Article IX and the Scope Book. (c) If the Project Performance Test Results of the Initial Project Performance Test show that all Minimum Performance Test Requirements were achieved but one or more of the Guaranteed LD Performance Test Requirements were not achieved, Seller may, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed the Initial Project Performance Test, another Project Performance Test (an “Optional Project Performance Re-Test”) and comply with the other processes, procedures, terms, and conditions with regard to such Project Performance Test set forth in this Agreement, including in this Article IX and the Scope Book; provided, however, that if the performance of such Optional Project Performance Re-Test will or may cause Substantial Completion to be achieved after the Substantial Completion Termination Trigger Date, Buyer may, in its sole and absolute discretion, and upon notice to Seller provided within five (5) days after receipt of Seller’s optional re-test notice, reject Seller’s election to perform an Optional Project Performance Re-Test and require Seller to reduce the Substantial Completion Payment Amount in accordance with Section 9.2(g), and upon such rejection such election by Seller shall be deemed null and void and of no effect. (d) If the Project Performance Test Results of a Required Project Performance Re-Test or an Optional Project Performance Re-Test show that one or more of the Minimum Performance Test Requirements were not achieved, Seller shall, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed such Required Project Performance Re-Test or Optional Project Performance Re-Test, as applicable, another Required Project Performance Re-Test as provided herein and comply with the other processes, procedures, terms, and conditions with regard to such Required Project Performance Re-Test set forth in this Agreement, including in this Article IX and the Scope Book. If the Project Performance Test Results of a Required Project Performance Re- Test or an Optional Project Performance Re-Test show that all Minimum Performance Test Requirements were achieved but one or more of the Guaranteed LD Performance Test Requirements were not achieved, Seller may, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed the Initial Project Performance Test, an Optional Project Performance Re-Test as provided herein and, upon such notice, shall comply with the other processes, procedures, terms, and conditions with regard to such Optional Project Performance Re-Test set forth in this Agreement, including in this Article IX and the Scope Book; provided, however, that, notwithstanding the foregoing, if the performance of such Optional Project Performance Re-Test will or may cause Substantial Completion to be achieved after the Substantial Completion Termination Trigger Date, Buyer may, in its sole and absolute discretion, and upon notice to Seller provided within five (5) days after receipt of Seller’s optional re-test notice, reject Seller’s election to perform an Optional Project Performance Re-Test and require Seller to reduce the Substantial Completion Payment Amount in accordance with Section 9.2(g), and upon such rejection such election by Seller shall be deemed null and void and of no effect. Following any Required Project Performance Re-Test or Optional Project Performance Re-Test pursuant to this Section 9.2(d), this Section 9.2(d) shall apply again until Seller is not required to perform a Required Project Performance Re-Test, and elects not to (or is not permitted to) perform an Optional Project Performance Re-Test, under this Section 9.2(d). (e) If, at any time following Substantial Completion but before the Substantial Completion Payment Date, a casualty or other event occurs that materially impacts the Project, Buyer may, following the repair or replacement or completion of other remediation work to restore the Project, upon written notice to Seller, require that Seller perform an Optional Project Performance Re-Test. If Buyer requires Seller to perform an Optional Project Performance Re- Test pursuant to this Section 9.2(e), Seller shall, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, and as a condition to the Substantial Completion Payment Date, using the same Project Performance Test Contractor that performed the most recent Initial Project Performance Test, Required Project Performance Re-Test, or Optional Project Performance Re-Test, as applicable, an Optional Project Performance Re-Test and shall comply with the other processes, procedures, terms, and conditions with regard to such Optional Project Performance Re-Test set forth in this Agreement, including in the Scope Book. If the Project Performance Test Results of such Optional Project Performance Re-Test show that one or more of the Minimum Performance Test Requirements were not achieved, Seller shall, at its sole expense, conduct additional Optional Project Performance Re-Tests until the Project Performance Test Results show that all of the Minimum Performance Test Requirements have been achieved. The Substantial Completion Payment Date shall be extended day for day for each day that the Project Performance Test Results show that the Minimum Performance Test Requirements have not been achieved.

Minimum Performance Test Requirements; Certain Re-Test Requirements. (a) As a condition and requirement for achieving Substantial Completion and the Substantial Completion Payment Date occurring, a valid Project Performance Test must be successfully performed in accordance with the requirements of this Agreement, including the Scope Book and the Performance Standard applicable to Project Performance Tests, demonstrating that the Project has achieved all Minimum Performance Test Requirements. (b) If the Project Performance Test Results of the initial Project Performance Test (the “Initial Project Performance Test”) show that one or more of the Minimum Performance Test Requirements were not achieved, Seller shall, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed the Initial Project Performance Test, another Project Performance Test (a “Required Project Performance Re-Test”) and comply with the other processes, procedures, terms, and conditions with regard to such Project Performance Test set forth in this Agreement, including in this Article IX and the Scope Book. (c) If the Project Performance Test Results of the Initial Project Performance Test show that all Minimum Performance Test Requirements were achieved but one or more of the Guaranteed LD Performance Test Requirements were not achieved, Seller may, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed the Initial Project Performance Test, another Project Performance Test (an “Optional Project Performance Re-Test”) and comply with the other processes, procedures, terms, and conditions with regard to such Project Performance Test set forth in this Agreement, including in this Article IX and the Scope Book; provided, however, that if the performance of such Optional Project Performance Re-Test will or may cause Substantial Completion to be achieved after the Substantial Completion Termination Trigger Date, Buyer may, in its sole and absolute discretion, and upon notice to Seller provided within five (5) days after receipt of Seller’s optional re-test notice, reject Seller’s election to perform an Optional Project Performance Re-Test and require Seller to reduce the Substantial Completion Payment Amount in accordance with Section 9.2(g), and upon such rejection such election by Seller shall be deemed null and void and of no effect. (d) If the Project Performance Test Results of a Required Project Performance Re-Test or an Optional Project Performance Re-Test show that one or more of the Minimum Performance Test Requirements were not achieved, Seller shall, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed such Required Project Performance Re-Test or Optional Project Performance Re-Test, as applicable, another Required Project Performance Re-Test as provided herein and comply with the other processes, procedures, terms, and conditions with regard to such Required Project Performance Re-Test set forth in this Agreement, including in this Article IX and the Scope Book. If the Project Performance Test Results of a Required Project Performance Re- Test or an Optional Project Performance Re-Test show that all Minimum Performance Test Requirements were achieved but one or more of the Guaranteed LD Performance Test Requirements were not achieved, Seller may, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed the Initial Project Performance Test, an Optional Project Performance Re-Test as provided herein and, upon such notice, shall comply with the other processes, procedures, terms, and conditions with regard to such Optional Project Performance Re-Test set forth in this Agreement, including in this Article IX and the Scope Book; provided, however, that, notwithstanding the foregoing, if the performance of such Optional Project Performance Re-Test will or may cause Substantial Completion to be achieved after the Substantial Completion Termination Trigger Date, Buyer may, in its sole and absolute discretion, and upon notice to Seller provided within five (5) days after receipt of Seller’s optional re-test notice, reject Seller’s election to perform an Optional Project Performance Re-Test and require Seller to reduce the Substantial Completion Payment Amount in accordance with Section 9.2(g), and upon such rejection such election by Seller shall be deemed null and void and of no effect. Following any Required Project Performance Re-Test or Optional Project Performance Re-Test pursuant to this Section 9.2(d), this Section 9.2(d) shall apply again until Seller is not required to perform a Required Project Performance Re-Test, and elects not to (or is not permitted to) perform an Optional Project Performance Re-Test, under this Section 9.2(d). (e) If, at any time following Substantial Completion but before the Substantial Completion Payment Date, a casualty or other event occurs that materially impacts the Project, Project Buyer may, following the repair or replacement or completion of other remediation work to restore the Project, upon written notice to Seller, require that Seller perform an Optional Project Performance Re-Test. If Buyer requires Seller to perform an Optional Project Performance Re- Test pursuant to this Section 9.2(e), Seller shall, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, and as a condition to the Substantial Completion Payment Date, using the same Project Performance Test Contractor that performed the most recent Initial Project Performance Test, Required Project Performance Re-Test, or Optional Project Performance Re-Test, as applicable, an Optional Project Performance Re-Test and shall comply with the other processes, procedures, terms, and conditions with regard to such Optional Project Performance Re-Test set forth in this Agreement, including in the Scope Book. If the Project Performance Test Results of such Optional Project Performance Re-Test show that one or more of the Minimum Performance Test Requirements were not achieved, Seller shall, at its sole expense, conduct additional Optional Project Performance Re-Tests until the Project Performance Test Results show that all of the Minimum Performance Test Requirements have been achieved. The Substantial Completion Payment Date shall be extended day for day for each day that the Project Performance Test Results show that the Minimum Performance Test Requirements have not been achieved.

Minimum Performance Test Requirements; Certain Re-Test Requirements. ‌ (a) As a condition and requirement for achieving Substantial Completion and the Substantial Completion Payment Date occurring, a valid Project Performance Test must be successfully performed in accordance with the requirements of this Agreement, including the Scope Book and the Performance Standard applicable to Project Performance Tests, demonstrating that the Project has achieved all Minimum Performance Test Requirements.Requirements.‌ (b) If the Project Performance Test Results of the initial Project Performance Test (the “Initial Project Performance Test”) show that one or more of the Minimum Performance Test Requirements were not achieved, Seller shall, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed the Initial Project Performance Test, another Project Performance Test (a “Required Project Performance Re-Test”) and comply with the other processes, procedures, terms, and conditions with regard to such Project Performance Test set forth in this Agreement, including in this Article IX and the Scope Book. (c) If the Project Performance Test Results of the Initial Project Performance Test show that all Minimum Performance Test Requirements were achieved but one or more of the Guaranteed LD Performance Test Requirements were not achieved, Seller may, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed the Initial Project Performance Test, another Project Performance Test (an “Optional Project Performance Re-Test”) and comply with the other processes, procedures, terms, and conditions with regard to such Project Performance Test set forth in this Agreement, including in this Article IX and the Scope Book; provided, however, that if the performance of such Optional Project Performance Re-Test will or may cause Substantial Completion to be achieved after the Substantial Completion Termination Trigger Date, Buyer may, in its sole and absolute discretion, and upon notice to Seller provided within five (5) days after receipt of Seller’s optional re-test notice, reject Seller’s election to perform an Optional Project Performance Re-Test and require Seller to reduce the Substantial Completion Payment Amount in accordance with Section 9.2(g), and upon such rejection such election by Seller shall be deemed null and void and of no effect.effect.‌ (d) If the Project Performance Test Results of a Required Project Performance Re-Test or an Optional Project Performance Re-Test show that one or more of the Minimum Performance Test Requirements were not achieved, Seller shall, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed such Required Project Performance Re-Test or Optional Project Performance Re-Test, as applicable, another Required Project Performance Re-Test as provided herein and comply with the other processes, procedures, terms, and conditions with regard to such Required Project Performance Re-Test set forth in this Agreement, including in this Article IX and the Scope Book. If the Project Performance Test Results of a Required Project Performance Re- Test or an Optional Project Performance Re-Test show that all Minimum Performance Test Requirements were achieved but one or more of the Guaranteed LD Performance Test Requirements were not achieved, Seller may, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed the Initial Project Performance Test, an Optional Project Performance Re-Test as provided herein and, upon such notice, shall comply with the other processes, procedures, terms, and conditions with regard to such Optional Project Performance Re-Test set forth in this Agreement, including in this Article IX and the Scope Book; provided, however, that, notwithstanding the foregoing, if the performance of such Optional Project Performance Re-Test will or may cause Substantial Completion to be achieved after the Substantial Completion Termination Trigger Date, Buyer may, in its sole and absolute discretion, and upon notice to Seller provided within five (5) days after receipt of Seller’s optional re-test notice, reject Seller’s election to perform an Optional Project Performance Re-Test and require Seller to reduce the Substantial Completion Payment Amount in accordance with Section 9.2(g), and upon such rejection such election by Seller shall be deemed null and void and of no effect. Following any Required Project Performance Re-Test or Optional Project Performance Re-Test pursuant to this Section 9.2(d), this Section 9.2(d) shall apply again until Seller is not required to perform a Required Project Project‌ Performance Re-Test, and elects not to (or is not permitted to) perform an Optional Project Performance Re-Test, under this Section 9.2(d). (e) If, at any time following Substantial Completion but before the Substantial Completion Payment Date, a casualty or other event occurs that materially impacts the Project, Buyer may, following the repair or replacement or completion of other remediation work to restore the Project, upon written notice to Seller, require that Seller perform an Optional Project Performance Re-Test. If Buyer requires Seller to perform an Optional Project Performance Re- Test pursuant to this Section 9.2(e), Seller shall, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, and as a condition to the Substantial Completion Payment Date, using the same Project Performance Test Contractor that performed the most recent Initial Project Performance Test, Required Project Performance Re-Test, or Optional Project Performance Re-Test, as applicable, an Optional Project Performance Re-Test and shall comply with the other processes, procedures, terms, and conditions with regard to such Optional Project Performance Re-Test set forth in this Agreement, including in the Scope Book. If the Project Performance Test Results of such Optional Project Performance Re-Test show that one or more of the Minimum Performance Test Requirements were not achieved, Seller shall, at its sole expense, conduct additional Optional Project Performance Re-Tests until the Project Performance Test Results show that all of the Minimum Performance Test Requirements have been achieved. The Substantial Completion Payment Date shall be extended day for day for each day that the Project Performance Test Results show that the Minimum Performance Test Requirements have not been achieved.achieved.‌‌

Minimum Performance Test Requirements; Certain Re-Test Requirements. (a) As a condition and requirement for achieving Substantial Completion and the Substantial Completion Payment Date occurring, a valid Project Performance Test must be successfully performed in accordance with the requirements of this Agreement, including the Scope Book and the Performance Standard applicable to Project Performance Tests, demonstrating that the Project has achieved all Minimum Performance Test Requirements. (b) If the Project Performance Test Results of the initial Project Performance Test (the “Initial Project Performance Test”) show that one or more of the Minimum Performance Test Requirements were not achieved, Seller shall, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed the Initial Project Performance Test, another Project Performance Test (a “Required Project Performance Re-Test”) and comply with the other processes, procedures, terms, and conditions with regard to such Project Performance Test set forth in this Agreement, including in this Article IX 9 and the Scope Book. (c) If the Project Performance Test Results of the Initial Project Performance Test show that all Minimum Performance Test Requirements were achieved but one or more of the Guaranteed LD Performance Test Requirements were not achieved, Seller may, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed the Initial Project Performance Test, another Project Performance Test (an “Optional Project Performance Re-Test”) and comply with the other processes, procedures, terms, and conditions with regard to such Project Performance Test set forth in this Agreement, including in this Article IX 9 and the Scope Book; provided, however, that if the performance of such Optional Project Performance Re-Test will or may cause Substantial Completion to be achieved after the Substantial Completion Termination Trigger Date, Buyer may, in its sole and absolute discretion, and upon notice to Seller provided within five (5) days after receipt of Seller’s optional re-test notice, reject Seller’s election to perform an Optional Project Performance Re-Test and require Seller to reduce the Substantial Completion Payment Amount in accordance with Section 9.2(g), and upon such rejection such election by Seller shall be deemed null and void and of no effect. (d) If the Project Performance Test Results of a Required Project Performance Re-Test or an Optional Project Performance Re-Test show that one or more of the Minimum Performance Test Requirements were not achieved, Seller shall, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed such Required Project Performance Re-Test or Optional Project Performance Re-Test, as applicable, another Required Project Performance Re-Test as provided herein and comply with the other processes, procedures, terms, and conditions with regard to such Required Project Performance Re-Test set forth in this Agreement, including in this Article IX 9 and the Scope Book. If the Project Performance Test Results of a Required Project Performance Re- Test or an Optional Project Performance Re-Test show that all Minimum Performance Test Requirements were achieved but one or more of the Guaranteed LD Performance Test Requirements were not achieved, Seller may, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed the Initial Project Performance Test, an Optional Project Performance Re-Test as provided herein and, upon such notice, shall comply with the other processes, procedures, terms, and conditions with regard to such Optional Project Performance Re-Test set forth in this Agreement, including in this Article IX 9 and the Scope Book; provided, however, that, notwithstanding the foregoing, if the performance of such Optional Project Performance Re-Test will or may cause Substantial Completion to be achieved after the Substantial Completion Termination Trigger Date, Buyer may, in its sole and absolute discretion, and upon notice to Seller provided within five (5) days after receipt of Seller’s optional re-test notice, reject Seller’s election to perform an Optional Project Performance Re-Test and require Seller to reduce the Substantial Completion Payment Amount in accordance with Section 9.2(g), and upon such rejection such election by Seller shall be deemed null and void and of no effect. Following any Required Project Performance Re-Test or Optional Project Performance Re-Test pursuant to this Section 9.2(d), this Section 9.2(d) shall apply again until Seller is not required to perform a Required Project Performance Re-Test, and elects not to (or is not permitted to) perform an Optional Project Performance Re-Test, under this Section 9.2(d). (e) If, at any time following Substantial Completion but before the Substantial Completion Payment Date, a casualty or other event occurs that materially impacts the Project, Buyer may, following the repair or replacement or completion of other remediation work to restore the Project, upon written notice to Seller, require that Seller perform an Optional Project Performance Re-Test. If Buyer requires Seller to perform an Optional Project Performance Re- Test pursuant to this Section 9.2(e), Seller shall, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, and as a condition to the Substantial Completion Payment Date, using the same Project Performance Test Contractor that performed the most recent Initial Project Performance Test, Required Project Performance Re-Test, or Optional Project Performance Re-Test, as applicable, an Optional Project Performance Re-Test and shall comply with the other processes, procedures, terms, and conditions with regard to such Optional Project Performance Re-Test set forth in this Agreement, including in the Scope Book. If the Project Performance Test Results of such Optional Project Performance Re-Test show that one or more of the Minimum Performance Test Requirements were not achieved, Seller shall, at its sole expense, conduct additional Optional Project Performance Re-Tests until the Project Performance Test Results show that all of the Minimum Performance Test Requirements have been achieved. The Substantial Completion Payment Date shall be extended day for day for each day that the Project Performance Test Results show that the Minimum Performance Test Requirements have not been achieved.an

Minimum Performance Test Requirements; Certain Re-Test Requirements. (a) As a condition and requirement for achieving Substantial Completion and the Substantial Completion Payment Date occurring, a valid Project Performance Test must be successfully performed in accordance with the requirements of this Agreement, including the Scope Book and the Performance Standard applicable to Project Performance Tests, demonstrating that the Project has achieved all Minimum Performance Test Requirements. (b) If the Project Performance Test Results of the initial Project Performance Test (the “Initial Project Performance Test”) show that one or more of the Minimum Performance Test Requirements were not achieved, Seller shall, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed the Initial Project Performance Test, another Project Performance Test (a “Required Project Performance Re-Test”) and comply with the other processes, procedures, terms, and conditions with regard to such Project Performance Test set forth in this Agreement, including in this Article IX and the Scope Book. (c) If the Project Performance Test Results of the Initial Project Performance Test show that all Minimum Performance Test Requirements were achieved but one or more of the Guaranteed LD Performance Test Requirements were not achieved, Seller may, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed the Initial Project Performance Test, another Project Performance Test (an “Optional Project Performance Re-Test”) and comply with the other processes, procedures, terms, and conditions with regard to such Project Performance Test set forth in this Agreement, including in this Article IX and the Scope Book; provided, however, that if the performance of such Optional Project Performance Re-Test will or may cause Substantial Completion to be achieved after the Substantial Completion Termination Trigger Date, Buyer may, in its sole and absolute discretion, and upon notice to Seller provided within five (5) days after receipt of Seller’s optional re-test notice, reject Seller’s election to perform an Optional Project Performance Re-Test and require Seller to reduce the Substantial Completion Payment Amount in accordance with Section 9.2(g), and upon such rejection such election by Seller shall be deemed null and void and of no effect. (d) If the Project Performance Test Results of a Required Project Performance Re-Test or an Optional Project Performance Re-Test show that one or more of the Minimum Performance Test Requirements were not achieved, Seller shall, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed such Required Project Performance Re-Test or Optional Project Performance Re-Test, as applicable, another Required Project Performance Re-Test as provided herein and comply with the other processes, procedures, terms, and conditions with regard to such Required Project Performance Re-Test set forth in this Agreement, including in this Article IX and the Scope Book. If the Project Performance Test Results of a Required Project Performance Re- Test or an Optional Project Performance Re-Test show that all Minimum Performance Test Requirements were achieved but one or more of the Guaranteed LD Performance Test Requirements were not achieved, Seller may, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed the Initial Project Performance Test, an Optional Project Performance Re-Test as provided herein and, upon such notice, shall comply with the other processes, procedures, terms, and conditions with regard to such Optional Project Performance Re-Test set forth in this Agreement, including in this Article IX and the Scope Book; provided, however, that, notwithstanding the foregoing, if the performance of such Optional Project Performance Re-Test will or may cause Substantial Completion to be achieved after the Substantial Completion Termination Trigger Date, Buyer may, in its sole and absolute discretion, and upon notice to Seller provided within five (5) days after receipt of Seller’s optional re-test notice, reject Seller’s election to perform an Optional Project Performance Re-Test and require Seller to reduce the Substantial Completion Payment Amount in accordance with Section 9.2(g), and upon such rejection such election by Seller shall be deemed null and void and of no effect. Following any Required Project Performance Re-Test or Optional Project Performance Re-Test pursuant to this Section 9.2(d), this Section 9.2(d) shall apply again until Seller is not required to perform a Required Project Performance Re-Test, and elects not to (or is not permitted to) perform an Optional Project Performance Re-Test, under this Section 9.2(d). (e) If, at any time following Substantial Completion but before the Substantial Completion Payment Date, a casualty or other event occurs that materially impacts the Project, Buyer may, following the repair or replacement or completion of other remediation work to restore the Project, upon written notice to Seller, require that Seller perform an Optional Project Performance Re-Test. If Buyer requires Seller to perform an Optional Project Performance Re- Test pursuant to this Section 9.2(e), Seller shall, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, and as a condition to the Substantial Completion Payment Date, using the same Project Performance Test Contractor that performed the most recent Initial Project Performance Test, Required Project Performance Re-Test, or Optional Project Performance Re-Test, as applicable, an Optional Project Performance Re-Test and shall comply with the other processes, procedures, terms, and conditions with regard to such Optional Project Performance Re-Test set forth in this Agreement, including in the Scope Book. If the Project Performance Test Results of such Optional Project Performance Re-Test show that one or more of the Minimum Performance Test Requirements were not achieved, Seller shall, at its sole expense, conduct additional Optional Project Performance Re-Tests until the Project Performance Test Results show that all of the Minimum Performance Test Requirements have been achieved. The Substantial Completion Payment Date shall be extended day for day for each day that the Project Performance Test Results show that the Minimum Performance Test Requirements have not been achieved.an

Minimum Performance Test Requirements; Certain Re-Test Requirements. (a) As a condition and requirement for achieving Substantial Completion Completion, and subject to Section 23.6, the Substantial Completion Payment Date occurring, a valid Project Performance Test must be successfully performed in accordance with the requirements of this Agreement, including the Scope Book and the Performance Standard applicable to Project Performance Tests, demonstrating that the Project has achieved all Minimum Performance Test Requirements. (b) If the Project Performance Test Results of the initial Project Performance Test (the “Initial Project Performance Test”) show that one or more of the Minimum Performance Test Requirements were not achieved, Seller shall, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed the Initial Project Performance Test, another Project Performance Test (a “Required Project Performance Re-Test”) and comply with the other processes, procedures, terms, and conditions with regard to such Project Performance Test set forth in this Agreement, including in this Article IX and the Scope Book. (c) If the Project Performance Test Results of the Initial Project Performance Test show that all Minimum Performance Test Requirements were achieved but one or more of the Guaranteed LD Performance Test Requirements were not achieved, Seller may, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed the Initial Project Performance Test, another Project Performance Test (an “Optional Project Performance Re-Test”) and comply with the other processes, procedures, terms, and conditions with regard to such Project Performance Test set forth in this Agreement, including in this Article IX and the Scope Book; provided, however, that if the performance of such Optional Project Performance Re-Test will or may cause Substantial Completion to be achieved after the Substantial Completion Termination Trigger Date, Buyer may, in its sole and absolute discretion, and upon notice to Seller provided within five (5) days after receipt of Seller’s optional re-test notice, reject Seller’s election to perform an Optional Project Performance Re-Test and require Seller to reduce the Substantial Completion Payment Amount in accordance with Section 9.2(g), and upon such rejection such election by Seller shall be deemed null and void and of no effect. (d) If the Project Performance Test Results of a Required Project Performance Re-Test or an Optional Project Performance Re-Test show that one or more of the Minimum Performance Test Requirements were not achieved, Seller shall, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed such Required Project Performance Re-Test or Optional Project Performance Re-Test, as applicable, another Required Project Performance Re-Test as provided herein and comply with the other processes, procedures, terms, and conditions with regard to such Required Project Performance Re-Test set forth in this Agreement, including in this Article IX and the Scope Book. If the Project Performance Test Results of a Required Project Performance Re- Re-Test or an Optional Project Performance Re-Test show that all Minimum Performance Test Requirements were achieved but one or more of the Guaranteed LD Performance Test Requirements were not achieved, Seller may, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, using the same Project Performance Test Contractor that performed the Initial Project Performance Test, an Optional Project Performance Re-Test as provided herein and, upon such notice, shall comply with the other processes, procedures, terms, and conditions with regard to such Optional Project Performance Re-Test set forth in this Agreement, including in this Article IX and the Scope Book; provided, however, that, notwithstanding the foregoing, if the performance of such Optional Project Performance Re-Test will or may cause Substantial Completion to be achieved after the Substantial Completion Termination Trigger Date, Buyer may, in its sole and absolute discretion, and upon notice to Seller provided within five (5) days after receipt of Seller’s optional re-test notice, reject Seller’s election to perform an Optional Project Performance Re-Test and require Seller to reduce the Substantial Completion Payment Amount in accordance with Section 9.2(g), and upon such rejection such election by Seller shall be deemed null and void and of no effect. Following any Required Project Performance Re-Test or Optional Project Performance Re-Test pursuant to this Section 9.2(d), this Section 9.2(d) shall apply again until Seller is not required to perform a Required Project Performance Re-Test, and elects not to (or is not permitted to) perform an Optional Project Performance Re-Test, under this Section 9.2(d). (e) If, at any time following Substantial Completion but before the Substantial Completion Payment Date, a casualty or other event occurs that materially impacts the Project, Project Buyer may, following the repair or replacement or completion of other remediation work to restore the Project, upon written notice to Seller, require that Seller perform an Optional Project Performance Re-Test. If Buyer requires Seller to perform an Optional Project Performance Re- Test pursuant to this Section 9.2(e), Seller shall, upon five (5) Business Days prior written notice to Buyer, conduct, at Seller’s expense, and as a condition to the Substantial Completion Payment Date, using the same Project Performance Test Contractor that performed the most recent Initial Project Performance Test, Required Project Performance Re-Test, or Optional Project Performance Re-Test, as applicable, an Optional Project Performance Re-Test and shall comply with the other processes, procedures, terms, and conditions with regard to such Optional Project Performance Re-Test set forth in this Agreement, including in the Scope Book. If the Project Performance Test Results of such Optional Project Performance Re-Test show that one or more of the Minimum Performance Test Requirements were not achieved, Seller shall, at its sole expense, conduct additional Optional Project Performance Re-Tests until the Project Performance Test Results show that all of the Minimum Performance Test Requirements have been achieved. The Substantial Completion Payment Date shall be extended day for day for each day that the Project Performance Test Results show that the Minimum Performance Test Requirements have not been achieved.