Common use of Provide Operation Clause in Contracts

Provide Operation. and Maintenance manuals for Solar Field equipment and all equipment supplied under this Agreement including: a. Operating procedures b. Vendor maintenance requirements for all equipment purchased c. Recommended Preventative Maintenance and Predictive Maintenance requirements Also, provision of: 1. Guarantee of performance 2. License of technology For purposes of this Exhibit A - Scope of Work, the site address is: 100302 Xxxxx Well Road Nipton, CA 92366 Or, for United States Postal Service deliveries only: HCR I, Xxx 000 Xxxxxx, XX 00000 SRSG Recommended Spare Parts List2 Material Size Qty Exclusive Spare Parts Non- Exclusive Spare Parts3 Reheater Panel -[*] Tubes 1 [*] [*] Steam Generator Panel -[*] 1 [*] [*] [*] 7 [*] [*] [*] 7 [*] [*] [*] 7 [*] [*] [*] [*] [*] 18 [*] [*] [*] [*] [*] 8 [*] [*] [*] [*] [*] 19 [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] 2 [*] [*] [*] [*] [*] 2 [*] [*] [*] 6 [*] [*] [*] 2 [*] [*] [*] 2 [*] [*] 2 Vendor shall (a) provide any additional spare parts prior to Mechanical Completion (as defined in the ECC) and the commencement of commissioning activities and (b) provide a list of additional spare parts to be delivered no later than three months prior to such delivery. 3 “Exclusive Spare Parts” and “Non-Exclusive Spare Parts” are as defined in the CGSA. * Confidential Treatment Requested [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] * Confidential Treatment Requested Exhibit B Page 2 [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] Seal Kit [*] 8 [*] 2 [*] [*] [*] 2 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 2 [*] [*] [*] 1 [*] [*] [*] 2 [*] [*] [*] 2 [*] [*] [*] 2 [*] [*] [*] 2 [*] [*] [*] 4 [*] [*] [*] 4 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] * Confidential Treatment Requested [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 4 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 2 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 24 [*] [*] [*] 3 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 2 [*] [*] * Confidential Treatment Requested [*] 4 [*] [*] [*] 6 [*] [*] [*] 4 [*] [*] [*] 4 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 24 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] * Confidential Treatment Requested Beginning on the Initial Energy Delivery Date, as defined in the Power Purchase and Sale Agreement between the Pacific Gas and Electric Company and Owner, dated as of April 28, 2009, as amended (the “PPA”), Owner, with the advice of and in conjunction with Vendor, will conduct an Annual Plant Electrical Generation Test for the period ending on the first anniversary of the Initial Energy Delivery Date, and continuing thereafter at each anniversary date of the Initial Energy Delivery Date for the first 4 (four) years of commercial operation of the Plant. Each such Annual Plant Electrical Generation Test shall be conducted as set forth below. Actual plant performance for 365 days (8,760 hours) and resulting net electrical generation measured and reported by the utility will be compared with the performance predicted by the Performance Model (description provided at the end of this exhibit) based on actual operating conditions and parameters as set forth in the Performance Model and corrected for all exclusions as set forth in Section 8.1.1. The actual performance will be measured by the utility at the CAISO revenue meter at the point of connection. The corresponding electrical generation value will be calculated based upon PPA rates according to the amount of energy delivered (MWhrs) multiplied by the Time of Delivery Factors as defined in and set forth in the PPA. All test results, data, weather parameters and Plant operating information regarding each of the Annual Plant Electrical Generation Tests shall be recorded by Owner and promptly transmitted to Vendor. The measurement protocols for the actual weather data and electrical output are described below: Meteorological and operating data to be used for running the Performance Model and determination of the actual and predicted operating results shall be taken from the instruments that are part of the standard equipment at the Ivanpah I plant. Said instruments shall be calibrated as part of the commissioning process and shall be deemed accurate for the purpose of the Annual Plant Electrical Generation Tests. If an instrument demonstrates manifest and material error, the instrument shall be recalibrated in accordance with Good Industry Practices at the expense of the party that is then responsible for operations and maintenance. Either Party may choose to have an independent party experienced and certified in such activities recalibrate or correct said instruments in accordance with Good Industry Practices at its expense and thereafter the readings on such instruments shall be used for subsequent data determinations. Exhibit C Page 1 Specific measurement points for these purposes are as follows: [*] Meteorological Station [*] Meteorological Station [*] Meteorological Station [*] Meteorological Station [*] Located Near the Plant [*] Measured at the Plant [*] Point of Connection Operator’s Log – including both maintenance issues and operations on an hourly (or smaller time incremental) basis showing when the Plant operations were limited or shut down and for what reason (such as high winds). Not later than one month before the Initial Energy Delivery Date, the exact location and equipment used to measure the weather data will be provided to the Owner. The data collected from the above instruments shall be recorded in real time on a continuous basis and made available to Vendor once a month on an hourly basis, by the party responsible for those measurements. A total of 8,760 hourly values will be provided on a 365 day basis. Based upon the variables listed above, and adjusted for the exclusions set forth in Section 8.1.1. of the Agreement, the Performance Model in the form of a Microsoft Excel Workbook generates projections of the electrical energy generated (MWhrs) by the Plant on an hourly basis. A written description of the Performance Model is attached as Schedule 1 to this Exhibit C. The following applies to (1) [*] [*] and (2) [*] (each, a “SFINCS Interim Milestone”): Following Vendor’s development of a testing protocol for a SFINCS Interim Milestone, Vendor shall make such protocol available to Owner and Owner’s designee(s) for review and comment. Vendor shall in good faith take Owner’s comments into consideration. Vendor shall conduct SFINCS Interim Milestone testing (“Milestone Testing” or a “Milestone Test”) at its facilities in the State of Israel, which Milestone Testing may be monitored by Owner or its designee(s) at Owner’s request. Following the completion of Milestone Testing with respect to a SFINCS Interim Milestone, Vendor shall issue a report of the Milestone Test results to Vendor. A report indicating a passing Milestone Test shall be final and Vendor shall not be obligated to re-run any Milestone Test which successfully passes. * Confidential Treatment Requested Attach “Ivanpah I Hourly Performance Model Description (Document No. 60012-LE-L-F-1958, dated 22 December 2010)” which shall be updated upon commencement of operations to reflect changes made to the Ivanpah I Hourly Performance Model to account for operations during an actual calendar year, actual gas usage and “as built” conditions. Changes to the Ivanpah I Hourly Performance Model will be made by mutual agreement of the Parties. * Confidential Treatment Requested – 23 Pages Omitted } Bin support of At DOE request, presented herein is a test/evaluation methodology to evaluate the performance of a newly constructed and operating Ivanpah CSP tower facility against its designed mature-year performance. As with any plant representing new and innovative technology, there will be an initial shake-out and ramp-up period when the plant is placed into operation. As such, initial performance will be less than full design; however, over time, plant performance will increase towards designed full-rated annual performance (referred to as mature-year performance). This increase is caused by the realization of the operator’s learning curve, procedural optimization, and fine-tuning of equipment and systems for increased plant performance. For the Ivanpah project, BrightSource Energy, Inc. (BSE) has proposed that this ramp-up process may last up to four years. This assessment provides protocols to assess Ivanpah plant performance during the ramp–up period based on less than a full year’s worth of data. This assessment is intended to provide a conservative prediction of the plant’s future productivity and revenue generation on a continuing annual basis assuming no additional improvements (operator learning curve, plant optimization, etc.) are achieved. It is expected that the results of this assessment will be used by DOE to make decisions related to plant financing. The following tests comprising this assessment are recommended by the Independent Engineer (IE) as requirements to be passed and/or fulfilled by the Ivanpah Project (or Solar Partners) prior to DOE’s authorization of release of cash grant proceeds. This document focuses on defining and describing a methodology that is acceptable to the project’s stakeholders, and it is further recommended that BSE prepare a Test Plan that documents the strategy, testing objectives and approach for each of the three tests. Additionally, they should prepare and submit Test Procedures based on the approved Test Plans that provide detailed instructions for the actual execution of the test. If preferred, BSE can combine the Test Plan and Test Procedure for each test into a single document. These documents will be developed in accordance with the prescribed methodology and will be reviewed and approved by DOE 30 days prior to the test/evaluation period. Solar Partners will provide DOE with adequate notification prior to the beginning of each test period and with full access to the site during the test period (to DOE, the IE, and/or other DOE designees). A test report will be prepared and submitted following each successful test and will include all test data and analysis and results.

Provide Operation. and Maintenance manuals for Solar Field equipment and all equipment supplied under this Agreement including: a. Operating procedures b. Vendor maintenance requirements for all equipment purchased c. Recommended Preventative Maintenance and Predictive Maintenance requirements Also, provision of: 1. Guarantee of performance 2. License of technology For purposes of this Exhibit A - Scope of Work, the site address is: 100302 Xxxxx Well Road Nipton, CA 92366 Or, for United States Postal Service deliveries only: HCR I, Xxx 000 Xxxxxx, XX 00000 SRSG Recommended Spare Parts List2 Material Size Qty Exclusive Spare Parts Non- Exclusive Spare Parts3 Reheater Superheater Panel -[*] Tubes 1 [*] Superheater Panel -[*] Tubes 1 [*] Reheater Panel -[*] Tubes 1 [*] Steam Generator Panel -[*] 1 [*] Pumps -[*] [*] 7 [*] [*] [*] 7 [*] [*] [*] 7 [*] [*] Valves -one unit spares [*] [*] [*] 18 [*] [*] [*] [*] [*] 8 [*] [*] [*] [*] [*] 19 [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] 2 [*] [*] [*] [*] [*] 2 [*] [*] [*] 6 [*] [*] [*] 2 [*] [*] [*] 2 [*] [*] * Confidential Treatment Requested 2 Vendor shall (a) provide any additional spare parts prior to Mechanical Completion (as defined in the ECC) and the commencement of commissioning activities and (b) provide a list of additional spare parts to be delivered no later than three months prior to such delivery. 3 “Exclusive Spare Parts” and “Non-Exclusive Spare Parts” are as defined in the CGSA. * Confidential Treatment Requested [*]one unit spares [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] * Confidential Treatment Requested Exhibit B Page 2 [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] Seal Kit [*] 8 [*] Actuators [*] 2 [*] [*] [*] 2 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 2 [*] [*] [*] 1 [*] [*] [*] 2 [*] [*] [*] 2 [*] [*] [*] 2 [*] [*] [*] 2 [*] [*] [*] 4 [*] [*] [*] 4 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] * Confidential Treatment Requested [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 4 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] Spare parts [*] [*] 2 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 24 [*] [*] [*] 3 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 2 [*] [*] * Confidential Treatment Requested [*] 4 [*] [*] [*] 6 [*] [*] [*] 4 [*] [*] [*] 4 [*] [*] Spare parts for [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 24 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] Protection Panel Insulating Block [*] [*] * Confidential Treatment Requested Beginning on the Initial Energy Delivery Operation Date, as defined in the Renewable Power Purchase and Sale Agreement (RAP ID #5208) between the Pacific Gas and Electric Southern California Edison Company and Owner, dated as of April 28February 5, 2009, as amended (the “PPA”), Owner, with the advice of and in conjunction with Vendor, will conduct an Annual Plant Electrical Generation Test for the period ending on the first anniversary of the Initial Energy Delivery Operation Date, and continuing thereafter at each anniversary date of the Initial Energy Delivery Operation Date for the first 4 (four) years of commercial operation of the Plant. Each such Annual Plant Electrical Generation Test shall be conducted as set forth below. Actual plant performance for 365 days (8,760 hours) and resulting net electrical generation measured and reported by the utility will be compared with the performance predicted by the Performance Model (description provided at the end of this exhibit) based on actual operating conditions and parameters as set forth in the Performance Model and corrected for all exclusions as set forth in Section 8.1.1. The actual performance will be measured by the utility at the CAISO revenue meter at the point of connection. The corresponding electrical generation value will be calculated based upon PPA rates according to the amount of energy delivered (MWhrs) multiplied by the Time of Delivery Factors as defined in and set forth in the PPA. All test results, data, weather parameters and Plant operating information regarding each of the Annual Plant Electrical Generation Tests shall be recorded by Owner and promptly transmitted to Vendor. The measurement protocols for the actual weather data and electrical output are described below: Meteorological and operating data to be used for running the Performance Model and determination of the actual and predicted operating results shall be taken from the instruments that are part of the standard equipment at the Ivanpah I II plant. Said instruments shall be calibrated as part of the commissioning process and shall be deemed accurate for the purpose of the Annual Plant Electrical Generation Tests. If an instrument demonstrates manifest and material error, the instrument shall be recalibrated in accordance with Good Industry Practices at the expense of the party that is then responsible for operations and maintenance. Either Party may choose to have an independent party experienced and certified in such activities recalibrate or correct said instruments in accordance with Good Industry Practices at its expense and thereafter the readings on such instruments shall be used for subsequent data determinations. Exhibit C Page 1 Specific measurement points for these purposes are as follows: [*] Meteorological Station [*] Meteorological Station [*] Meteorological Station [*] Meteorological Station [*] Located Near the Plant [*] Measured at the Plant [*] Point of Connection Operator’s Log – including both maintenance issues and operations on an hourly (or smaller time incremental) basis showing when the Plant operations were limited or shut down and for what reason (such as high winds). Not later than one month before the Initial Energy Delivery Operation Date, the exact location and equipment used to measure the weather data will be provided to the Owner. The data collected from the above instruments shall be recorded in real time on a continuous basis and made available to Vendor once a month on an hourly basis, by the party responsible for those measurements. A total of 8,760 hourly values will be provided on a 365 day basis. Based upon the variables listed above, and adjusted for the exclusions set forth in Section 8.1.1. of the Agreement, the Performance Model in the form of a Microsoft Excel Workbook generates projections of the electrical energy generated (MWhrs) by the Plant on an hourly basis. A written description of the Performance Model is attached as Schedule 1 to this Exhibit C. The following applies to (1) [*] [*] and (2) [*] (each, a “SFINCS Interim Milestone”): Following Vendor’s development of a testing protocol for a SFINCS Interim Milestone, Vendor shall make such protocol available to Owner and Owner’s designee(s) for review and comment. Vendor shall in good faith take Owner’s comments into consideration. Vendor shall conduct SFINCS Interim Milestone testing (“Milestone Testing” or a “Milestone Test”) at its facilities in the State of Israel, which Milestone Testing may be monitored by Owner or its designee(s) at Owner’s request. Following the completion of Milestone Testing with respect to a SFINCS Interim Milestone, Vendor shall issue a report of the Milestone Test results to Vendor. A report indicating a passing Milestone Test shall be final and Vendor shall not be obligated to re-run any Milestone Test which successfully passes. * Confidential Treatment Requested Attach “Ivanpah I II Hourly Performance Model Description (Document No. 60012-LE-L-F-1958, dated 22 December 2010)” which shall be updated upon commencement of operations to reflect changes made to the Ivanpah I II Hourly Performance Model to account for operations during an actual calendar year, actual gas usage and “as built” conditions. Changes to the Ivanpah I II Hourly Performance Model will be made by mutual agreement of the Parties. Exhibit C [*] * Confidential Treatment Requested – - 23 Pages Omitted Exhibit C } Bin support of Exhibit C At DOE request, presented herein is a test/evaluation methodology to evaluate the performance of a newly constructed and operating Ivanpah CSP tower facility against its designed mature-year performance. As with any plant representing new and innovative technology, there will be an initial shake-out and ramp-up period when the plant is placed into operation. As such, initial performance will be less than full design; however, over time, plant performance will increase towards designed full-rated annual performance (referred to as mature-year performance). This increase is caused by the realization of the operator’s learning curve, procedural optimization, and fine-tuning of equipment and systems for increased plant performance. For the Ivanpah project, BrightSource Energy, Inc. (BSE) has proposed that this ramp-up process may last up to four years. This assessment provides protocols to assess Ivanpah plant performance during the ramp–up period based on less than a full year’s worth of data. This assessment is intended to provide a conservative prediction of the plant’s future productivity and revenue generation on a continuing annual basis assuming no additional improvements (operator learning curve, plant optimization, etc.) are achieved. It is expected that the results of this assessment will be used by DOE to make decisions related to plant financing. The following tests comprising this assessment are recommended by the Independent Engineer (IE) as requirements to be passed and/or fulfilled by the Ivanpah Project (or Solar Partners) prior to DOE’s authorization of release of cash grant proceeds. This document focuses on defining and describing a methodology that is acceptable to the project’s stakeholders, and it is further recommended that BSE prepare a Test Plan that documents the strategy, testing objectives and approach for each of the three tests. Additionally, they should prepare and submit Test Procedures based on the approved Test Plans that provide detailed instructions for the actual execution of the test. If preferred, BSE can combine the Test Plan and Test Procedure for each test into a single document. These documents will be developed in accordance with the prescribed methodology and will be reviewed and approved by DOE 30 days prior to the test/evaluation period. Solar Partners will provide DOE with adequate notification prior to the beginning of each test period and with full access to the site during the test period (to DOE, the IE, and/or other DOE designees). A test report will be prepared and submitted following each successful test and will include all test data and analysis and results.

Provide Operation. and Maintenance manuals for Solar Field equipment and all equipment supplied under this Agreement including: a. Operating procedures b. Vendor maintenance requirements for all equipment purchased c. Recommended Preventative Maintenance and Predictive Maintenance requirements Exhibit A Page 4 Also, provision of: 1. Guarantee of performance 2. License of technology For purposes of this Exhibit A - Scope of Work, the site address is: 100302 Xxxxx Well Road Nipton, CA 92366 Or, for United States Postal Service deliveries only: HCR I, Xxx 000 Xxxxxx, XX 00000 Exhibit A Page 5 EXHIBIT B – Vendor Recommended List of Spares Ivanpah 1, 2, 3: SRSG Recommended Spare Parts List2 Material Size Qty Exclusive Spare Parts Non- Exclusive Spare Parts3 Superheater Panel -[*] Tubes 1 [*] [*] Superheater Panel -[*] Tubes 1 [*] [*] Reheater Panel -[*] Tubes 1 [*] [*] Steam Generator Panel -[*] 1 [*] [*] Pumps -[*] [*] [*] 7 [*] [*] [*] 7 [*] [*] [*] 7 [*] [*] [*] Valves -one unit spares Valve Model # Valve Packing # [*] [*] [*] 18 [*] [*] [*] [*] [*] 8 [*] [*] [*] [*] [*] 19 [*] [*] [*] [*] [*] 1 [*] [*] [*] [*] [*] 2 [*] [*] [*] [*] [*] 2 [*] [*] Gaskets [*] 6 [*] [*] [*] 2 [*] [*] [*] 2 [*] [*] 2 Vendor shall (a) provide any additional spare parts prior to Mechanical Completion (as defined in the ECC) and the commencement of commissioning activities and (b) provide a list of additional spare parts to be delivered no later than three months prior to such delivery. 3 “Exclusive Spare Parts” and “Non-Exclusive Spare Parts” are as defined in the CGSA. * Confidential Treatment Requested [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] * Confidential Treatment Requested Exhibit B Page 2 [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] Seal Kit [*] 8 [*] 2 [*] [*] [*] 2 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 2 [*] [*] [*] 1 [*] [*] [*] 2 [*] [*] [*] 2 [*] [*] [*] 2 [*] [*] [*] 2 [*] [*] [*] 4 [*] [*] [*] 4 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] * Confidential Treatment Requested [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 4 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 2 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 24 [*] [*] [*] 3 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 2 [*] [*] * Confidential Treatment Requested [*] 4 [*] [*] [*] 6 [*] [*] [*] 4 [*] [*] [*] 4 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 24 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] [*] 1 [*] [*] * Confidential Treatment Requested Beginning on the Initial Energy Delivery Date, as defined in the Power Purchase and Sale Agreement between the Pacific Gas and Electric Company and Owner, dated as of April 28, 2009, as amended (the “PPA”), Owner, with the advice of and in conjunction with Vendor, will conduct an Annual Plant Electrical Generation Test for the period ending on the first anniversary of the Initial Energy Delivery Date, and continuing thereafter at each anniversary date of the Initial Energy Delivery Date for the first 4 (four) years of commercial operation of the Plant. Each such Annual Plant Electrical Generation Test shall be conducted as set forth below. Actual plant performance for 365 days (8,760 hours) and resulting net electrical generation measured and reported by the utility will be compared with the performance predicted by the Performance Model (description provided at the end of this exhibit) based on actual operating conditions and parameters as set forth in the Performance Model and corrected for all exclusions as set forth in Section 8.1.1. The actual performance will be measured by the utility at the CAISO revenue meter at the point of connection. The corresponding electrical generation value will be calculated based upon PPA rates according to the amount of energy delivered (MWhrs) multiplied by the Time of Delivery Factors as defined in and set forth in the PPA. All test results, data, weather parameters and Plant operating information regarding each of the Annual Plant Electrical Generation Tests shall be recorded by Owner and promptly transmitted to Vendor. The measurement protocols for the actual weather data and electrical output are described below: Meteorological and operating data to be used for running the Performance Model and determination of the actual and predicted operating results shall be taken from the instruments that are part of the standard equipment at the Ivanpah I plant. Said instruments shall be calibrated as part of the commissioning process and shall be deemed accurate for the purpose of the Annual Plant Electrical Generation Tests. If an instrument demonstrates manifest and material error, the instrument shall be recalibrated in accordance with Good Industry Practices at the expense of the party that is then responsible for operations and maintenance. Either Party may choose to have an independent party experienced and certified in such activities recalibrate or correct said instruments in accordance with Good Industry Practices at its expense and thereafter the readings on such instruments shall be used for subsequent data determinations. Exhibit C Page 1 Specific measurement points for these purposes are as follows: [*] Meteorological Station [*] Meteorological Station [*] Meteorological Station [*] Meteorological Station [*] Located Near the Plant [*] Measured at the Plant [*] Point of Connection Operator’s Log – including both maintenance issues and operations on an hourly (or smaller time incremental) basis showing when the Plant operations were limited or shut down and for what reason (such as high winds). Not later than one month before the Initial Energy Delivery Date, the exact location and equipment used to measure the weather data will be provided to the Owner. The data collected from the above instruments shall be recorded in real time on a continuous basis and made available to Vendor once a month on an hourly basis, by the party responsible for those measurements. A total of 8,760 hourly values will be provided on a 365 day basis. Based upon the variables listed above, and adjusted for the exclusions set forth in Section 8.1.1. of the Agreement, the Performance Model in the form of a Microsoft Excel Workbook generates projections of the electrical energy generated (MWhrs) by the Plant on an hourly basis. A written description of the Performance Model is attached as Schedule 1 to this Exhibit C. The following applies to (1) [*] [*] and (2) [*] (each, a “SFINCS Interim Milestone”): Following Vendor’s development of a testing protocol for a SFINCS Interim Milestone, Vendor shall make such protocol available to Owner and Owner’s designee(s) for review and comment. Vendor shall in good faith take Owner’s comments into consideration. Vendor shall conduct SFINCS Interim Milestone testing (“Milestone Testing” or a “Milestone Test”) at its facilities in the State of Israel, which Milestone Testing may be monitored by Owner or its designee(s) at Owner’s request. Following the completion of Milestone Testing with respect to a SFINCS Interim Milestone, Vendor shall issue a report of the Milestone Test results to Vendor. A report indicating a passing Milestone Test shall be final and Vendor shall not be obligated to re-run any Milestone Test which successfully passes. * Confidential Treatment Requested Attach “Ivanpah I Hourly Performance Model Description (Document No. 60012-LE-L-F-1958, dated 22 December 2010)” which shall be updated upon commencement of operations to reflect changes made to the Ivanpah I Hourly Performance Model to account for operations during an actual calendar year, actual gas usage and “as built” conditions. Changes to the Ivanpah I Hourly Performance Model will be made by mutual agreement of the Parties. * Confidential Treatment Requested – 23 Pages Omitted } Bin support of At DOE request, presented herein is a test/evaluation methodology to evaluate the performance of a newly constructed and operating Ivanpah CSP tower facility against its designed mature-year performance. As with any plant representing new and innovative technology, there will be an initial shake-out and ramp-up period when the plant is placed into operation. As such, initial performance will be less than full design; however, over time, plant performance will increase towards designed full-rated annual performance (referred to as mature-year performance). This increase is caused by the realization of the operator’s learning curve, procedural optimization, and fine-tuning of equipment and systems for increased plant performance. For the Ivanpah project, BrightSource Energy, Inc. (BSE) has proposed that this ramp-up process may last up to four years. This assessment provides protocols to assess Ivanpah plant performance during the ramp–up period based on less than a full year’s worth of data. This assessment is intended to provide a conservative prediction of the plant’s future productivity and revenue generation on a continuing annual basis assuming no additional improvements (operator learning curve, plant optimization, etc.) are achieved. It is expected that the results of this assessment will be used by DOE to make decisions related to plant financing. The following tests comprising this assessment are recommended by the Independent Engineer (IE) as requirements to be passed and/or fulfilled by the Ivanpah Project (or Solar Partners) prior to DOE’s authorization of release of cash grant proceeds. This document focuses on defining and describing a methodology that is acceptable to the project’s stakeholders, and it is further recommended that BSE prepare a Test Plan that documents the strategy, testing objectives and approach for each of the three tests. Additionally, they should prepare and submit Test Procedures based on the approved Test Plans that provide detailed instructions for the actual execution of the test. If preferred, BSE can combine the Test Plan and Test Procedure for each test into a single document. These documents will be developed in accordance with the prescribed methodology and will be reviewed and approved by DOE 30 days prior to the test/evaluation period. Solar Partners will provide DOE with adequate notification prior to the beginning of each test period and with full access to the site during the test period (to DOE, the IE, and/or other DOE designees). A test report will be prepared and submitted following each successful test and will include all test data and analysis and results.]