Common use of Termination for Convenience by Owner Clause in Contracts

Termination for Convenience by Owner. Owner shall have the right to terminate this Agreement for its convenience by providing Contractor with a written notice of termination, to be effective upon receipt by Contractor. Upon termination for convenience, Contractor shall (i) immediately discontinue the Work on the date of the notice; (ii) place no further orders for Subcontracts, Equipment, or any other items or services; (iii) promptly make every reasonable effort to procure cancellation upon terms satisfactory to Owner and Contractor of all Subcontracts, including rental agreements, unless Owner elects to take assignment of any such Subcontracts; (iv) assist Owner in the maintenance, protection, and disposition of Work in progress, including Equipment at the Site or in transit to the Site; (v) cooperate with Owner for the efficient transition of the Work; and (vi) cooperate with Owner in the transfer of Work Product (subject to Section 10.1D), including Drawings and Specifications, Permits and any other items or information and disposition of Work in progress and Owner may, at its sole option, take assignment of any or all of the Subcontracts. Contractor shall be paid the following amounts no later than twenty-five (25) Days after submission of Contractor’s invoice(s) therefor: A. the portion of the Contract Price for the Work performed prior to termination, less that portion of the Contract Price previously paid to Contractor; B. actual costs reasonably incurred by Contractor on account of such termination (which costs shall be adequately documented and supported by Contractor), including cancellation charges owed by Contractor to Subcontractors (provided that Owner does not take assignment of such Subcontracts) and costs associated with demobilization of Contractor’s and Subcontractors’ personnel and Construction Equipment; and C. in respect of loss of profit, Owner shall pay Contractor a lump sum amount in accordance with the following: 1. If the Agreement is terminated (a) prior to issuance of NTP and (b) prior to June 1, 2013, One Million U.S. Dollars (U.S.$ 1,000,000); 2. If the Agreement is terminated (a) prior to issuance of NTP and (b) after June 1, 2013 and on or before December 31, 2013, Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000); and 3. If the Agreement is terminated after issuance of NTP, a percentage of the unpaid portion of the Contract Price in accordance with the following schedule; provided that such amount shall not exceed Thirty Million U.S. Dollars (U.S.$30,000,000): Date of Termination Amount Based on Unpaid Portion of the Contract Price 1 to 365 Days after issuance of NTP One percent (1%) 366 to 730 Days after issuance of NTP Two percent (2%) 731 to 1095 after issuance of NTP Three percent (3%) 1096 to 1460 Days after issuance of NTP Four percent (4%) 1461 Days after issuance of NTP and thereafter Five percent (5%)

Termination for Convenience by Owner. Owner shall have the right to terminate this Agreement for its convenience by providing Contractor with a written notice of termination, to be effective upon receipt by Contractor. Upon termination for convenience, Contractor shall (i) immediately discontinue the Work on the date of the notice; (ii) place no further orders for Subcontracts, Equipment, or any other items or services; (iii) promptly make every reasonable effort to procure cancellation upon terms satisfactory to Owner and Contractor of all Subcontracts, including rental agreements, unless Owner elects to take assignment of any such Subcontracts; (iv) assist Owner in the maintenance, protection, and disposition of Work in progress, including Equipment at the Site or in transit to the Site; (v) cooperate with Owner for the efficient transition of the Work; and (vi) cooperate with Owner in the transfer of Work Product (subject to Section 10.1D), including Drawings and Specifications, Permits and any other items or information and disposition of Work in progress and Owner may, at its sole option, take assignment of any or all of the Subcontracts. Contractor shall be paid the following amounts no later than twenty-five (25) Days after submission of Contractor’s invoice(s) therefor: A. the portion of the Contract Price for the Work performed prior to termination, less that portion of the Contract Price previously paid to Contractor; B. actual costs reasonably incurred by Contractor on account of such termination (which costs shall be adequately documented and supported by Contractor), including cancellation charges owed by Contractor to Subcontractors (provided that Owner does not take assignment of such Subcontracts) and costs associated with demobilization of Contractor’s and Subcontractors’ personnel and Construction Equipment; and C. in respect of loss of profit, Owner shall pay Contractor a lump sum amount in accordance with the following: 1. If the Agreement is terminated (a) prior to issuance of NTP and (b) prior to June 1March 31, 20132012, One Million U.S. Dollars (U.S.$ 1,000,000U.S.$1,000,000); 2. If the Agreement is terminated (a) prior to issuance of NTP and (b) after June 1March 31, 2013 2012 and on or before December 31, 20132012, Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000); and 3. If the Agreement is terminated after issuance of NTP, a percentage of the unpaid portion of the Contract Price in accordance with the following schedule; provided that such amount shall not exceed Thirty Million U.S. Dollars (U.S.$30,000,000): Date of Termination Amount Based on Unpaid Portion of the Contract Price 1 to 365 Days after issuance of NTP One percent (1%) 366 to 730 Days after issuance of NTP Two percent (2%) 731 to 1095 after issuance of NTP Three percent (3%) 1096 to 1460 Days after issuance of NTP Four percent (4%) 1461 Days after issuance of NTP and thereafter Five percent (5%)

Termination for Convenience by Owner. Owner shall have the right to terminate this Agreement for its convenience by providing Contractor with a written notice of termination, to be effective upon receipt by Contractor. Upon termination for convenience, Contractor shall (i) immediately discontinue the Work on the date of the notice; (ii) place no further orders for Subcontracts, Equipment, or any other items or services; (iii) promptly make every reasonable effort to procure cancellation upon terms satisfactory to Owner and Contractor of all Subcontracts, including rental agreements, unless Owner elects to take assignment of any such Subcontracts; (iv) assist Owner in the maintenance, protection, and disposition of Work in progress, including Equipment at the Site or in transit to the Site; (v) cooperate with Owner for the efficient transition of the Work; and (vi) cooperate with Owner in the transfer of Work Product (subject to Section 10.1D), including Drawings and Specifications, Permits and any other items or information and disposition of Work in progress and Owner may, at its sole option, take assignment of any or all of the Subcontracts. If NTP is not issued, Owner shall not be liable for any termination amounts except for those amounts expressly set forth in a LNTP which was issued, if any, plus the applicable loss of profit amounts set forth in Section 16.2C.1, 16.2C.2 or 16.7. If NTP is issued, Contractor shall be paid the following amounts no later than twenty-five (25) Days after submission of Contractor’s invoice(s) therefor: A. the portion of the Contract Price for the Work performed prior to termination, less that portion of the Contract Price previously paid to Contractor; B. actual costs reasonably incurred by Contractor on account of such termination (which costs shall be adequately documented and supported by Contractor), including cancellation charges owed by Contractor to Subcontractors (provided that Owner does not take assignment of such Subcontracts) and costs associated with demobilization of Contractor’s and Subcontractors’ personnel and Construction Equipment; and C. in respect of loss of profit, Owner shall pay Contractor a lump sum fixed amount in accordance with the following: 1. If the Agreement is terminated (a) prior to issuance of NTP and (b) prior to June August 1, 20132018, One Million U.S. Dollars (U.S.$ 1,000,000U.S.$1,000,000.00); 2. If the Agreement is terminated (a) prior to issuance of NTP and (b) after June August 1, 2013 2018 and on or before December 31February 1, 20132020, Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000U.S.$2,500,000.00); and 3. If the Agreement is terminated after issuance of NTP, a percentage of the unpaid portion of the Contract Price in accordance with the following schedule; provided that such amount shall not exceed Thirty Million U.S. Dollars (U.S.$30,000,000): Date of Termination Amount Based on Unpaid Portion of the Contract Price 1 to 365 Days after issuance of NTP One percent (1%) 366 to 730 Days after issuance of NTP Two percent (2%) 731 to 1095 Days after issuance of NTP Three percent (3%) 1096 to 1460 Days after issuance of NTP Four percent (4%) 1461 Days after issuance of NTP and thereafter Five percent (5%)

Termination for Convenience by Owner. Owner shall have the right to terminate this Agreement for its convenience by providing Contractor with a written notice of termination, to be effective upon receipt by Contractor. Upon termination for convenience, Contractor shall (i) immediately discontinue the Work on the date of the notice; (ii) place no further orders for Subcontracts, Equipment, or any other items or services; (iii) promptly make every reasonable effort to procure cancellation upon terms satisfactory to Owner and Contractor of all Subcontracts, including rental agreements, unless Owner elects to take assignment of any such Subcontracts; (iv) assist Owner in the maintenance, protection, and disposition of Work in progress, including Equipment at the Site or in transit to the Site; (v) cooperate with Owner for the efficient transition of the Work; and (vi) cooperate with Owner in the transfer of Work Product (subject to Section 10.1D), including Drawings and Specifications, Permits and any other items or information and disposition of Work in progress and Owner may, at its sole option, take assignment of any or all of the Subcontracts. Contractor shall be paid the following amounts no later than twenty-five (25) Days after submission of Contractor’s invoice(s) therefor: A. the portion of the Contract Price for the Work performed prior to termination, less that portion of the Contract Price previously paid to Contractor; B. actual costs reasonably incurred by Contractor on account of such termination (which costs shall be adequately documented and supported by Contractor), including cancellation charges owed by Contractor to Subcontractors (provided that Owner does not take assignment of such Subcontracts) and costs associated with demobilization of Contractor’s and Subcontractors’ personnel and Construction Equipment; and C. in respect of loss of profit, Owner shall pay Contractor a lump sum amount in accordance with the following: 1. If the Agreement is terminated (a) prior to issuance of NTP and (b) prior to June 130, 20132015, One Million U.S. Dollars (U.S.$ 1,000,000); 2. If the Agreement is terminated (a) prior to issuance of NTP and (b) after June 130, 2013 2015 and on or before December 31June 30, 20132016, Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000); and 3. If the Agreement is terminated after issuance of NTP, a percentage of the unpaid portion of the Contract Price in accordance with the following schedule; provided that such amount shall not exceed Thirty Million U.S. Dollars (U.S.$30,000,000): Date of Termination Amount Based on Unpaid Portion of the Contract Price 1 to 365 Days after issuance of NTP One percent (1%) 366 to 730 Days after issuance of NTP Two percent (2%) 731 to 1095 Days after issuance of NTP Three percent (3%) 1096 to 1460 Days after issuance of NTP Four percent (4%) 1461 Days after issuance of NTP and thereafter Five percent (5%)

Termination for Convenience by Owner. Owner shall have the right to terminate this Agreement for its convenience Contractor’s performance of all of the Work by providing Contractor with a [***] ([***]) Days’ written notice of termination, to be effective upon receipt by Contractor. Upon termination for convenience, Contractor shall (i) immediately discontinue the Work on the date of and to the extent specified in such notice; , (ii) place no further orders for Subcontracts, Equipment, or any other items or services; services except as may be necessary for completion of such portion of the Work as is not discontinued, (iii) promptly make every reasonable effort to procure cancellation upon terms satisfactory to Owner and Contractor of all Subcontracts, including Subcontracts and rental agreements, agreements to the extent they relate to the performance of the Work that is discontinued unless Owner elects to take assignment of any such Subcontracts; , (iv) assist Owner in the maintenance, protection, and disposition of Work in progress, including Equipment at the Site or in transit to the Site; (v) cooperate with Owner for the efficient transition of the Work; and , (vi) cooperate with Owner in the transfer of Work Product (subject and to the use restrictions in the licenses described in Section 10.1D10.7A-C), including Drawings and Specifications, Permits Permits, licenses and any other items or information and disposition of Work in progress; and (vii) thereafter execute only that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Equipment at the Site or at any other location or in transit thereto, and to comply with any Applicable Law and Applicable Codes and Standards and Owner may, at its sole option, take assignment of any or all of the Subcontracts. Upon termination for convenience, Contractor shall be paid (a) the following amounts no later than twenty-five (25) Days after submission reasonable value of Contractor’s invoice(s) therefor: A. the portion of the Contract Price for the Work performed (the basis of payment being based on the terms of this Agreement) prior to termination, less that portion of the Contract Price previously paid to Contractor; B. Contractor (including down payments, if any, made under this Agreement), plus (b) actual costs that are reasonably incurred by Contractor on account of such termination (which costs shall be adequately documented and supported by Contractor), including cancellation charges owed properly demonstrated by Contractor to Subcontractors (provided that Owner does not take assignment of such Subcontracts) and costs associated with demobilization of Contractor’s and Subcontractors’ personnel and Construction Equipment; and C. have been sustained in respect of loss of profit, Owner shall pay Contractor a lump sum amount in accordance with the following: 1. If the Agreement is terminated (a) prior to issuance of NTP and (b) prior to June 1, 2013, One Million U.S. Dollars (U.S.$ 1,000,000); 2. If the Agreement is terminated (a) prior to issuance of NTP and (b) after June 1, 2013 and on or before December 31, 2013, Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000); and 3. If the Agreement is terminated after issuance of NTP, a percentage performance of the unpaid portion Work up to the date of the Contract Price in accordance with the following schedule; provided that such amount shall not exceed Thirty Million U.S. Dollars (U.S.$30,000,000): Date termination or as a result of Termination Amount Based on Unpaid Portion termination, plus associated profit margin of the Contract Price 1 to 365 Days after issuance of NTP One percent (1%) 366 to 730 Days after issuance of NTP Two percent (2%) 731 to 1095 after issuance of NTP Three percent (3%) 1096 to 1460 Days after issuance of NTP Four percent (4%) 1461 Days after issuance of NTP and thereafter Five five percent (5%) on such costs, submitted in accordance with this Section 16.1E, but in no event shall Contractor be entitled to receive any amount for unabsorbed overhead, contingency, risk, or anticipatory profit. Contractor shall submit all reasonable direct close-out costs to Owner for verification and audit within [***] ([***]) Days following the effective date of termination (or as may be extended if agreed in writing by the Parties). If no Work (including Work under an LNTP) has been performed by Contractor at the time of termination, Contractor shall be paid the sum of one hundred U.S. Dollars (U.S. $100) for its undertaking to perform.

Termination for Convenience by Owner. Owner shall have the right to terminate this Agreement for its convenience by providing Contractor with a written notice of termination, to be effective upon receipt by Contractor. Upon termination for convenience, Contractor shall (i) immediately discontinue the Work on the date of the notice; (ii) place no further orders for Subcontracts, Equipment, or any other items or services; (iii) promptly make every reasonable effort to procure cancellation upon terms satisfactory to Owner and Contractor of all Subcontracts, including rental agreements, unless Owner elects to take assignment of any such Subcontracts; (iv) assist Owner in the maintenance, protection, and disposition of Work in progress, including Equipment at the Site or in transit to the Site; (v) cooperate with Owner for the efficient transition of the Work; and (vi) cooperate with Owner in the transfer of Work Product (subject to Section 10.1D), including Drawings and Specifications, Permits and any other items or information and disposition of Work in progress and Owner may, at its sole option, take assignment of any or all of the Subcontracts. Contractor shall be paid the following amounts no later than twenty-five (25) Days after submission of Contractor’s invoice(s) therefor: A. the portion of the Contract Price for the Work performed prior to termination, less that portion of the Contract Price previously paid to Contractor; B. actual costs reasonably incurred by Contractor on account of such termination (which costs shall be adequately documented and supported by Contractor), including cancellation charges owed by Contractor to Subcontractors (provided that Owner does not take assignment of such Subcontracts) and costs associated with demobilization of Contractor’s and Subcontractors’ personnel and Construction Equipment; and C. in respect of loss of profit, Owner shall pay Contractor a lump sum amount in accordance with the following: 1. If the this Agreement is terminated (a) prior to issuance of NTP and (b) prior to June July 1, 20132019, One Million U.S. Dollars (U.S.$ 1,000,000U.S.$1,000,000); 2. If the this Agreement is terminated (a) prior to issuance of NTP and (b) after June July 1, 2013 2019 and on or before December 31July 1, 20132021, Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000); and 3. If the this Agreement is terminated after issuance of NTP, a percentage of the unpaid portion of the Contract Price in accordance with the following schedule; provided that such amount shall not exceed Thirty Million U.S. Dollars (U.S.$30,000,000): Date of Termination Amount Based on Unpaid Portion of the Contract Price 1 to 365 Days after issuance of NTP One percent (1%) 366 to 730 Days after issuance of NTP Two percent (2%) 731 to 1095 Days after issuance of NTP Three percent (3%) 1096 to 1460 Days after issuance of NTP Four percent (4%) 1461 Days after issuance of NTP and thereafter Five percent (5%)

Termination for Convenience by Owner. Owner shall have the right to terminate this Agreement for its convenience by providing Contractor with a written notice of termination, to be effective upon receipt by Contractor. Upon termination for convenience, Contractor shall (i) immediately discontinue the Work on the date of the notice; (ii) place no further orders for Subcontracts, Equipment, or any other items or services; (iii) promptly make every reasonable effort to procure cancellation upon terms satisfactory to Owner and Contractor of all Subcontracts, including rental agreements, unless Owner elects to take assignment of any such Subcontracts; (iv) assist Owner in the maintenance, protection, and disposition of Work in progress, including Equipment at the Site or in transit to the Site; (v) cooperate with Owner for the efficient transition of the Work; and (vi) cooperate with Owner in the transfer of Work Product (subject to Section 10.1D), including Drawings and Specifications, Permits and any other items or information and disposition of Work in progress and Owner may, at its sole option, take assignment of any or all of the Subcontracts. Contractor shall be paid the following amounts no later than twenty-five (25) Days after submission of Contractor’s invoice(s) therefor: A. the portion of the Contract Price for the Work performed prior to termination, less that portion of the Contract Price previously paid to Contractor; B. actual costs reasonably incurred by Contractor on account of such termination (which costs shall be adequately documented and supported by Contractor), including cancellation charges owed by Contractor to Subcontractors (provided that Owner does not take assignment of such Subcontracts) and costs associated with demobilization of Contractor’s and Subcontractors’ personnel and Construction Equipment; and C. in respect of loss of profit, Owner shall pay Contractor a lump sum amount in accordance with the following: 1. If the this Agreement is terminated (a) prior to issuance of NTP and (b) prior to June April 1, 20132020, One Million U.S. Dollars (U.S.$ 1,000,000); 2. If the this Agreement is terminated (a) prior to issuance of NTP and (b) after June April 1, 2013 2020 and on or before December 31April 1, 20132022, Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000U.S.$ 2,500,000); and 3. If the this Agreement is terminated after issuance of NTP, a percentage of the unpaid portion of the Contract Price in accordance with the following schedule; provided that such amount shall not exceed Thirty Million U.S. Dollars (U.S.$30,000,000): Date of Termination Amount Based on Unpaid Portion of the Contract Price ContractPrice 1 to 365 Days after issuance of NTP One percent (1%) 366 to 730 Days after issuance of NTP Two percent (2%) 731 to 1095 Days after issuance of NTP Three percent (3%) 1096 to 1460 Days after issuance of NTP Four percent (4%) 1461 Days after issuance of NTP and thereafter Five percent (5%)

Termination for Convenience by Owner. Owner may, in its sole discretion, terminate, in whole or in part, a Purchase Order, this Agreement and the Work at any time. Owner shall have the exercise such right to terminate this Agreement for its convenience of termination by providing Contractor with a giving written notice of termination to Contractor forty-five (45) days in advance of such termination, to be effective upon receipt . In such event: (a) If requested by Contractor. Upon termination for convenienceOwner, Contractor shall withdraw from the Project Site, shall assign to Owner, to the extent assignable, without future recourse to Contractor, such of Contractor’s subcontracts entered into in connection with the Work as Owner may request, shall transfer to Owner, to the extent transferable, any Contractor Permits obtained for the Work, and shall remove such materials, equipment, tools and instruments used and any debris or waste materials generated by Contractor in the performance of the Work as Owner may direct, and Contractor shall deliver to Owner all designs, drawings, and Project Site facilities for which Owner has paid for upon termination. (b) Contractor will retain all payments made pursuant to the Progress Payment Schedule. Within thirty (30) days following receipt from Contractor of an invoice with supporting documentation in reasonable detail, Owner will pay to Contractor an amount equal to the sum of: (i) immediately discontinue an amount equal to the value of all Work on performed by Contractor up to the date time of the noticesuch termination, including in connection with any milestones that Contractor has completed or partially completed, reduced by any amounts previously paid by Owner; plus (ii) place no further orders actual, direct and substantiated costs reasonably incurred for, and without duplication: (A) Equipment and materials ordered for Subcontracts, Equipment, the Work that have been delivered to Contractor or any other items for which Contractor is legally liable to pay or servicesaccept delivery (title to all of which shall pass to Owner upon payment for same); (iiiB) promptly make every reasonable effort payments made by Contractor to procure cancellation its Subcontractors and Suppliers as required upon terms satisfactory to Owner and Contractor the termination of all Subcontractsany subcontracts, including rental agreements, unless Owner elects to take assignment of any such Subcontractsreasonable cancellation charges; (ivC) assist Owner protecting the Work and leaving the Jobsite in the maintenance, protection, a clean and disposition of Work in progress, including Equipment at the Site or in transit to the Site; (v) cooperate with Owner for the efficient transition of the Worksafe condition as directed by Owner; and (viD) cooperate with Owner in demobilization from the transfer of Work Product Project Site; all as reduced by any amounts previously paid by Owner, and provided that Contractor has taken reasonable steps to mitigate such costs to the extent reasonably practicable. (subject to Section 10.1D), including Drawings and Specifications, Permits and any other items or information and disposition of Work in progress and Owner may, at its sole option, take assignment of any or all of the Subcontracts. c) Contractor shall execute all documents and take all other reasonable steps requested by Owner or its assignee which may be paid the following amounts no later than twenty-five (25) Days after submission of Contractor’s invoice(s) therefor: A. the portion of the Contract Price for the Work performed prior required or reasonably necessary to terminationvest in Owner or its assignee all rights, less that portion of the Contract Price previously paid set offs, benefits and titles necessary to Contractor; B. actual costs reasonably incurred such assumption by Contractor on account Owner or its assignee of such termination (which costs shall be adequately documented and supported by Contractor), including cancellation charges owed by Contractor to Subcontractors (provided that Owner does not take assignment of such Subcontracts) and costs associated with demobilization of Contractor’s and Subcontractors’ personnel and Construction Equipment; and C. in respect of loss of profit, Owner shall pay Contractor a lump sum amount in accordance with the following: 1. If the Agreement is terminated (a) prior to issuance of NTP and (b) prior to June 1, 2013, One Million U.S. Dollars (U.S.$ 1,000,000); 2. If the Agreement is terminated (a) prior to issuance of NTP and (b) after June 1, 2013 and on or before December 31, 2013, Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000); and 3. If the Agreement is terminated after issuance of NTP, a percentage of the unpaid portion of the Contract Price in accordance with the following schedule; provided that such amount shall not exceed Thirty Million U.S. Dollars (U.S.$30,000,000): Date of Termination Amount Based on Unpaid Portion of the Contract Price 1 to 365 Days after issuance of NTP One percent (1%) 366 to 730 Days after issuance of NTP Two percent (2%) 731 to 1095 after issuance of NTP Three percent (3%) 1096 to 1460 Days after issuance of NTP Four percent (4%) 1461 Days after issuance of NTP and thereafter Five percent (5%)obligations.

Termination for Convenience by Owner. Owner shall have the right to terminate this Agreement for its convenience Contractor’s performance of all of the Work by providing Contractor with a [***] ([***]) Days’ written notice of termination, to be effective upon receipt by Contractor. Upon termination for convenience, Contractor shall (i) immediately discontinue the Work on the date of and to the extent specified in such notice; , (ii) place no further orders for Subcontracts, Equipment, or any other items or services; services except as may be necessary for completion of such portion of the Work as is not discontinued, (iii) promptly make every reasonable effort to procure cancellation upon terms satisfactory to Owner and Contractor of all Subcontracts, including Subcontracts and rental agreements, agreements to the extent they relate to the performance of the Work that is discontinued unless Owner elects to take assignment of any such Subcontracts; , (iv) assist Owner in the maintenance, protection, and disposition of Work in progress, including Equipment at the Site or in transit to the Site; (v) cooperate with Owner for the efficient transition of the Work; and , (vi) cooperate with Owner in the transfer of Work Product (subject and to the use restrictions in the licenses described in Section 10.1D10.7A-C), including Drawings and Specifications, Permits Permits, licenses and any other items or information and disposition of Work in progress; and (vii) thereafter execute only that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Equipment at the Site or at any other location or in transit thereto, and to comply with any Applicable Law and Applicable Codes and Standards and Owner may, at its sole option, take assignment of any or all of the Subcontracts. Upon termination for convenience, Contractor shall be paid (a) the following amounts no later than twenty-five (25) Days after submission reasonable value of Contractor’s invoice(s) therefor: A. the portion of the Contract Price for the Work performed (the basis of payment being based on the terms of this Agreement) prior to termination, less that portion of the Contract Price previously paid to Contractor; B. Contractor (including down payments, if any, made under this Agreement), plus (b) actual costs that are reasonably incurred by Contractor on account of such termination (which costs shall be adequately documented and supported by Contractor), including cancellation charges owed properly demonstrated by Contractor to Subcontractors have been sustained in the performance of the Work up to the date of termination or as a result of termination, plus associated profit margin of [***] percent (provided that Owner does not take assignment of [***]%) on such Subcontracts) and costs associated with demobilization of Contractor’s and Subcontractors’ personnel and Construction Equipment; and C. in respect of loss of profitcosts, Owner shall pay Contractor a lump sum amount submitted in accordance with this Section 16.2, but in no event shall Contractor be entitled to receive any amount for unabsorbed overhead, contingency, risk, or anticipatory profit. Contractor shall submit all reasonable direct close-out costs to Owner for verification and audit within [***] ([***]) Days following the following: 1effective date of termination (or as may be extended if agreed in writing by the Parties). If no Work (including Work under an LNTP) has been performed by Contractor at the Agreement is terminated (a) prior to issuance time of NTP and (b) prior to June 1termination, 2013, One Million Contractor shall be paid the sum of one hundred U.S. Dollars (U.S.$ 1,000,000); 2. If the Agreement is terminated (aU.S.$100) prior for its undertaking to issuance of NTP and (b) after June 1, 2013 and on or before December 31, 2013, Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000); and 3. If the Agreement is terminated after issuance of NTP, a percentage of the unpaid portion of the Contract Price in accordance with the following schedule; provided that such amount shall not exceed Thirty Million U.S. Dollars (U.S.$30,000,000): Date of Termination Amount Based on Unpaid Portion of the Contract Price 1 to 365 Days after issuance of NTP One percent (1%) 366 to 730 Days after issuance of NTP Two percent (2%) 731 to 1095 after issuance of NTP Three percent (3%) 1096 to 1460 Days after issuance of NTP Four percent (4%) 1461 Days after issuance of NTP and thereafter Five percent (5%)perform.

Termination for Convenience by Owner. Owner shall have the right to terminate this Agreement for its convenience by providing Contractor with a written notice of termination, to be effective upon receipt by Contractor. Upon termination for convenience, Contractor shall (i) immediately discontinue the Work on the date of the notice; (ii) place no further orders for Subcontracts, Equipment, or any other items or services; (iii) promptly make every reasonable effort to procure cancellation upon terms satisfactory to Owner and Contractor of all Subcontracts, including rental agreements, unless Owner elects to take assignment of any such Subcontracts; (iv) assist Owner in the maintenance, protection, and disposition of Work in progress, including Equipment at the Site or in transit to the Site; (v) cooperate with Owner for the efficient transition of the Work; and (vi) cooperate with Owner in the transfer of Work Product (subject to Section 10.1D), including Drawings and Specifications, Permits and any other items or information and disposition of Work in progress and Owner may, at its sole option, take assignment of any or all of the Subcontracts. If NTP is not issued, Owner shall not be liable for any termination amounts except for those amounts expressly set forth in a limited notice to proceed which was issued, if any, plus the applicable loss of profit amounts set forth in Section 16.2C.1,16.2C.2 or 16.7. If NTP is issued, Contractor shall be paid the following amounts no later than twenty-five (25) Days after submission of Contractor’s invoice(s) therefor: A. the portion of the Contract Price for the Work performed prior to termination, less that portion of the Contract Price previously paid to Contractor; B. actual costs reasonably incurred by Contractor on account of such termination (which costs shall be adequately documented and supported by Contractor), including cancellation charges owed by Contractor to Subcontractors (provided that Owner does not take assignment of such Subcontracts) and costs associated with demobilization of Contractor’s and Subcontractors’ personnel and Construction Equipment; and C. in respect of loss of profit, Owner shall pay Contractor a lump sum amount in accordance with the following: 1. If the Agreement is terminated (a) prior to issuance of NTP for Subproject 6(a), and (b) prior to June or on August 1, 20132019, One Million U.S. Dollars (U.S.$ 1,000,000U.S.$1,000,000); 2. If the Agreement is terminated (a) prior to issuance of NTP for Subproject 6(a) and (b) after June August 1, 2013 2019, and on or before December 31February 1, 20132021, Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000); and 3. If the Agreement is terminated after issuance of NTPNTP for Subproject 6(a), a percentage of the unpaid portion of the Contract Price in accordance with the following schedule; provided that such amount shall not exceed Thirty Million U.S. Dollars (U.S.$30,000,000): Date of Termination Amount Based on Unpaid Portion of the Contract Price 1 to 365 Days after issuance of NTP for Subproject 6(a) One percent (1%) 366 to 730 Days after issuance of NTP for Subproject 6(a) Two percent (2%) 731 to 1095 Days after issuance of NTP for Subproject 6(a) Three percent (3%) 1096 to 1460 Days after issuance of NTP for Subproject 6(a) Four percent (4%) 1461 Days after issuance of NTP for Subproject 6(a) and thereafter Five percent (5%)

Termination for Convenience by Owner. Owner shall have the right to terminate this Agreement for its convenience by providing Contractor with a written notice of termination, to be effective upon receipt by Contractor. Upon termination for convenience, Contractor shall (i) immediately discontinue the Work on the date of the notice; (ii) place no further orders for Subcontracts, Equipment, or any other items or services; (iii) promptly make every reasonable effort to procure cancellation upon terms satisfactory to Owner and Contractor of all Subcontracts, including rental agreements, unless Owner elects to take assignment of any such Subcontracts; (iv) assist Owner in the maintenance, protection, and disposition of Work in progress, including Equipment at the Site or in transit to the Site; (v) cooperate with Owner for the efficient transition of the Work; and (vi) cooperate with Owner in the transfer of Work Product (subject to Section 10.1D), including Drawings and Specifications, Permits and any other items or information and disposition of Work in progress and Owner may, at its sole option, take assignment of any or all of the Subcontracts. Contractor shall be paid the following amounts no later than twenty-five (25) Days after submission of Contractor’s invoice(s) therefor: A. the portion of the Contract Price for the Work performed prior to termination, less that portion of the Contract Price previously paid to Contractor; B. actual costs reasonably incurred by Contractor on account of such termination (which costs shall be adequately documented and supported by Contractor), including cancellation charges owed by Contractor to Subcontractors (provided that Owner does not take assignment of such Subcontracts) and costs associated with demobilization of Contractor’s and Subcontractors’ personnel and Construction Equipment; and C. in respect of loss of profit, Owner shall pay Contractor a lump sum amount in accordance with the following: 1. If the this Agreement is terminated (a) prior to issuance of NTP and (b) prior to June January 1, 20132018, One Million U.S. Dollars (U.S.$ 1,000,000); 2. If the this Agreement is terminated (a) prior to issuance of NTP and (b) after June January 1, 2013 2018 and on or before December 31January 1, 20132020, Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000U.S.$ 2,500,000); and 3. If the this Agreement is terminated after issuance of NTP, a percentage of the unpaid portion of the Contract Price in accordance with the following schedule; provided that such amount shall not exceed Thirty Million U.S. Dollars (U.S.$30,000,000U.S.$ 30,000,000): Date of Termination Amount Based on Unpaid Portion of the Contract Price 1 to 365 Days after issuance of NTP One percent (1%) 366 to 730 Days after issuance of NTP Two percent (2%) 731 to 1095 Days after issuance of NTP Three percent (3%) 1096 to 1460 Days after issuance of NTP Four percent (4%) 1461 Days after issuance of NTP and thereafter Five percent (5%)

Termination for Convenience by Owner. Owner shall have the right to terminate this Agreement for its convenience by providing Contractor with a written notice of termination, to be effective upon receipt by Contractor. Upon termination for convenience, Contractor shall (i) immediately discontinue the Work on the date of the notice; , (ii) place no further orders for Subcontracts, Equipment, or any other items or services; , (iii) promptly make every reasonable effort to procure cancellation upon terms satisfactory to Owner and Contractor of all Subcontracts, including rental agreements, unless Owner elects to take assignment of any such Subcontracts; , (iv) assist Owner in the maintenance, protection, and disposition of Work in progress, including Equipment at the Site or in transit to the Site; , (v) cooperate with Owner for the efficient transition of the Work; , and (vi) cooperate with Owner in the transfer of Work Product (subject to Section 10.1D)Product, including Drawings and Specifications, Permits and any other items or information and disposition of Work in progress and Owner may, at its sole option, take assignment of any or all of the Subcontracts. Contractor shall be paid the following amounts no later than twenty-twenty five (25) Days after submission of Contractor’s invoice(s) therefor: A. : (i) the portion of the Contract Price for the Work performed prior to termination, less that portion of the Contract Price previously paid to Contractor; B. ; (ii) actual costs reasonably incurred by Contractor on account of such termination (which costs shall be adequately documented and supported by Contractor), including cancellation charges owed by Contractor to Subcontractors (provided that Owner does not take assignment of such Subcontracts) and costs associated with demobilization of Contractor’s and Subcontractors’ personnel and Construction Equipment; and C. and (iii) in respect of loss of profit, Owner shall pay Contractor a lump sum equal to ten percent (10%) of the Contract Price paid to Contractor as of the effective date of termination, less the unamortized portion of the Advance Payment (as represented by the remaining amount of the Payment Letter of Credit) as of the effective date of termination; provided, however, Contractor shall not be entitled to such loss of profit if (A) in accordance with Section 16.7, an event of Force Majeure has caused suspension of the following: 1. If the Agreement is terminated Project for at least one hundred and eighty (a180) prior consecutive Days; (B) FERC Authorization has not been issued by December 31, 2005 on terms acceptable to issuance of NTP and Owner; or (bC) prior to June 1, 2013, One Million U.S. Dollars (U.S.$ 1,000,000); 2. If the Agreement is terminated (a) prior to issuance of NTP and (b) after June 1, 2013 and Owner has not obtained project financing on or before December 31, 20132005. If no Work has been performed by Contractor at the time of termination, Two Million Five Contractor shall be paid the sum of One Hundred Thousand U.S. Dollars (U.S.$2,500,000); and 3. If the Agreement is terminated after issuance of NTP, a percentage of the unpaid portion of the Contract Price in accordance with the following schedule; provided that such amount shall not exceed Thirty Million U.S. Dollars (U.S.$30,000,000): Date of Termination Amount Based on Unpaid Portion of the Contract Price 1 U.S.$100) for its undertaking to 365 Days after issuance of NTP One percent (1%) 366 to 730 Days after issuance of NTP Two percent (2%) 731 to 1095 after issuance of NTP Three percent (3%) 1096 to 1460 Days after issuance of NTP Four percent (4%) 1461 Days after issuance of NTP and thereafter Five percent (5%)perform.

Termination for Convenience by Owner. Owner shall have the right to terminate this Agreement for its convenience by providing Contractor with a written notice of termination, to be effective upon receipt by Contractor. Upon termination for convenience, Contractor shall (i) immediately discontinue the Work on the date of the notice; (ii) place no further orders for Subcontracts, Equipment, or any other items or services; (iii) promptly make every reasonable effort to procure cancellation upon terms satisfactory to Owner and Contractor of all Subcontracts, including rental agreements, unless Owner elects to take assignment of any such Subcontracts; (iv) assist Owner in the maintenance, protection, and disposition of Work in progress, including Equipment at the Site or in transit to the Site; (v) cooperate with Owner for the efficient transition of the Work; and (vi) cooperate with Owner in the transfer of Work Product (subject to Section 10.1D), including Drawings and Specifications, Permits and any other items or information and disposition of Work in progress and Owner may, at its sole option, take assignment of any or all of the Subcontracts. Contractor shall be paid the following amounts no later than twenty-five (25) Days after submission of Contractor’s invoice(s) therefor: A. the portion of the Contract Price for the Work performed prior to termination, less that portion of the Contract Price previously paid to Contractor; B. actual costs reasonably incurred by Contractor on account of such termination (which costs shall be adequately documented and supported by Contractor), including cancellation charges owed by Contractor to Subcontractors (provided that Owner does not take assignment of such Subcontracts) and costs associated with demobilization of Contractor’s and Subcontractors’ personnel and Construction Equipment; and C. in respect of loss of profit, Owner shall pay Contractor a lump sum fixed amount in accordance with the following: 1. If the Agreement is terminated (a) prior to issuance of NTP and (b) prior to June July 1, 20132014, One Million U.S. Dollars (U.S.$ 1,000,000U.S.$1,000,000.00); 2. If the Agreement is terminated (a) prior to issuance of NTP and (b) after June July 1, 2013 2014 and on or before December 31, 20132016, Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000U.S.$2,500,000.00); and 3. If the Agreement is terminated after issuance of NTP, a percentage of the unpaid portion of the Contract Price in accordance with the following schedule; provided that such amount shall not exceed Thirty Million U.S. Dollars (U.S.$30,000,000): Date of Termination Amount Based on Unpaid Portion of the Contract Price 1 to 365 Days after issuance of NTP One percent (1%) 366 to 730 Days after issuance of NTP Two percent (2%) 731 to 1095 Days after issuance of NTP Three percent (3%) 1096 to 1460 Days after issuance of NTP Four percent (4%) 1461 Days after issuance of NTP and thereafter Five percent (5%)

Termination for Convenience by Owner. Owner shall have the right to terminate this Agreement for its convenience by providing Contractor with a written notice of termination, to be effective upon receipt by Contractor. Upon termination for convenience, Contractor shall (i) immediately discontinue the Work on the date of the notice; (ii) place no further orders for Subcontracts, Equipment, or any other items or services; (iii) promptly make every reasonable effort to procure cancellation upon terms satisfactory to Owner and Contractor of all Subcontracts, including rental agreements, unless Owner elects to take assignment of any such Subcontracts; (iv) assist Owner in the maintenance, protection, and disposition of Work in progress, including Equipment at the Site or in transit to the Site; (v) cooperate with Owner for the efficient transition of the Work; and (vi) cooperate with Owner in the transfer of Work Product (subject to Section 10.1D), including Drawings and Specifications, Permits and any other items or information and disposition of Work in progress and Owner may, at its sole option, take assignment of any or all of the Subcontracts. Contractor shall be paid the following amounts no later than twenty-five (25) Days after submission of Contractor’s invoice(s) therefor: A. the portion of the Contract Price for the Work performed prior to termination, less that portion of the Contract Price previously paid to Contractor; B. actual costs reasonably incurred by Contractor on account of such termination (which costs shall be adequately documented and supported by Contractor), including cancellation charges owed by Contractor to Subcontractors (provided that Owner does not take assignment of such Subcontracts) and costs associated with demobilization of Contractor’s and Subcontractors’ personnel and Construction Equipment; and C. in respect of loss of profit, Owner shall pay Contractor a lump sum fixed amount in accordance with the following: 1. If the Agreement is terminated (a) prior to issuance of NTP and (b) prior to June July 1, 20132014, One Million U.S. Dollars (U.S.$ 1,000,000U.S.$1,000,000.00); 2. If the Agreement is terminated (a) prior to issuance of NTP and (b) after June July 1, 2013 2014 and on or before December 31, 20132015, Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000U.S.$2,500,000.00); and 3. If the Agreement is terminated after issuance of NTP, a percentage of the unpaid portion of the Contract Price in accordance with the following schedule; provided that such amount shall not exceed Thirty Million U.S. Dollars (U.S.$30,000,000): Date of Termination Amount Based on Unpaid Portion of the Contract Price 1 to 365 Days after issuance of NTP One percent (1%) 366 to 730 Days after issuance of NTP Two percent (2%) 731 to 1095 Days after issuance of NTP Three percent (3%) 1096 to 1460 Days after issuance of NTP Four percent (4%) 1461 Days after issuance of NTP and thereafter Five percent (5%)

Termination for Convenience by Owner. Owner shall have the right to terminate this Agreement for its convenience by providing Contractor with a written notice of termination, to be effective upon receipt by Contractor. Upon termination for convenience, Contractor shall (i) immediately discontinue the Work on the date of the notice; (ii) place no further orders for Subcontracts, Equipment, or any other items or services; (iii) promptly make every reasonable effort to procure cancellation upon terms satisfactory to Owner and Contractor of all Subcontracts, including rental agreements, unless Owner elects to take assignment of any such Subcontracts; (iv) assist Owner in the maintenance, protection, and disposition of Work in progress, including Equipment at the Site or in transit to the Site; (v) cooperate with Owner for the efficient transition of the Work; and (vi) cooperate with Owner in the transfer of Work Product (subject to Section 10.1D), including Drawings and Specifications, Permits and any other items or information and disposition of Work in progress and Owner may, at its sole option, take assignment of any or all of the Subcontracts. Contractor shall be paid the following amounts no later than twenty-five (25) Days after submission of Contractor’s invoice(s) therefor: A. the portion of the Contract Price for the Work performed prior to termination, less that portion of the Contract Price previously paid to Contractor; B. actual costs reasonably incurred by Contractor on account of such termination (which costs shall be adequately documented and supported by Contractor), including cancellation charges owed by Contractor to Subcontractors (provided that Owner does not take assignment of such Subcontracts) and costs associated with demobilization of Contractor’s and Subcontractors’ personnel and Construction Equipment; and C. in respect of loss of profit, Owner shall pay Contractor a lump sum amount in accordance with the following: 1. If the this Agreement is terminated (a) prior to issuance of NTP and (b) prior to June January 1, 20132021, One Million U.S. Dollars (U.S.$ 1,000,000); 2. If the this Agreement is terminated (a) prior to issuance of NTP and (b) after June January 1, 2013 2021 and on or before December 31January 1, 20132023, Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000U.S.$ 2,500,000); and 3. If the this Agreement is terminated after issuance of NTP, a percentage of the unpaid portion of the Contract Price in accordance with the following schedule; provided that such amount shall not exceed Thirty Million U.S. Dollars (U.S.$30,000,000): Date of Termination Amount Based on Unpaid Portion of the Contract Price 1 to 365 Days after issuance of NTP One percent (1%) 366 to 730 Days after issuance of NTP Two percent (2%) 731 to 1095 Days after issuance of NTP Three percent (3%) 1096 to 1460 Days after issuance of NTP Four percent (4%) 1461 Days after issuance of NTP and thereafter Five percent (5%)

Termination for Convenience by Owner. Owner shall have the right to terminate this Agreement for its convenience Contractor’s performance of all of the Work by providing Contractor with a seven (7) Days’ written notice of termination, to be effective upon receipt by Contractor. Upon such termination for convenience, Contractor shall (i) immediately discontinue the Work on the date of and to the extent specified in such notice; , (ii) place no further orders for Subcontracts, Equipment, or any other items or services; services except as may be necessary for completion of such portion of the Work as is not discontinued, (iii) promptly make every reasonable effort to procure cancellation upon terms satisfactory to Owner and Contractor of all Subcontracts, including Subcontracts and rental agreements, agreements to the extent they relate to the performance of the Work that is discontinued unless Owner elects to take assignment of any such Subcontracts; , (iv) assist Owner in the maintenance, protection, and disposition of Work in progress, including Equipment at the Site or in transit to the Site; (v) cooperate with Owner for the efficient transition of the Work; and , (vi) cooperate with Owner in the transfer of Work Product (subject to Section 10.1Dthe use restrictions in the licenses described in Article 10), including Drawings and Specifications, Permits Permits, licenses and any other items or information and disposition of Work in progress; and (vii) thereafter execute only that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Equipment at the Site or at any other location or in transit thereto, and to comply with any Applicable Law and Applicable Codes and Standards and Owner may, at its sole option, take assignment of any or all of the Subcontracts. Upon termination for convenience, Contractor shall be paid (a) the following amounts no later than twenty-five (25) Days after submission reasonable value of Contractor’s invoice(s) therefor: A. the portion of the Contract Price for the Work performed (the basis of payment being based on the terms of this Agreement) prior to termination, less that portion of the Contract Price previously paid to Contractor; B. Contractor (including down payments, if any, made under this Agreement), plus (b) actual costs that are reasonably incurred by Contractor on account of such termination (which costs shall be adequately documented and supported by Contractor), including cancellation charges owed properly demonstrated by Contractor to Subcontractors have been sustained in the performance of the Work up to the date of termination or as a result of termination, plus associated profit margin of *** percent (provided that Owner does not take assignment of ***%) on such Subcontracts) and costs associated with demobilization of Contractor’s and Subcontractors’ personnel and Construction Equipment; and C. in respect of loss of profitcosts, Owner shall pay Contractor a lump sum amount submitted in accordance with this Section 16.2, but in no event shall Contractor be entitled to receive any amount for unabsorbed overhead, contingency, risk or anticipatory profit. Contractor shall submit all reasonable direct close-out costs to Owner for verification and audit within sixty (60) Days following the following: 1effective date of termination (or as may be extended if agreed in writing by the Parties). If no Work (including Work under an LNTP) has been performed by Contractor at the Agreement is terminated (a) prior to issuance time of NTP and (b) prior to June 1termination, 2013, One Million Contractor shall be paid the sum of *** U.S. Dollars (U.S.$ 1,000,000); 2. If the Agreement is terminated (aU.S. $***) prior for its undertaking to issuance of NTP and (b) after June 1, 2013 and on or before December 31, 2013, Two Million Five Hundred Thousand U.S. Dollars (U.S.$2,500,000); and 3. If the Agreement is terminated after issuance of NTP, a percentage of the unpaid portion of the Contract Price in accordance with the following schedule; provided that such amount shall not exceed Thirty Million U.S. Dollars (U.S.$30,000,000): Date of Termination Amount Based on Unpaid Portion of the Contract Price 1 to 365 Days after issuance of NTP One percent (1%) 366 to 730 Days after issuance of NTP Two percent (2%) 731 to 1095 after issuance of NTP Three percent (3%) 1096 to 1460 Days after issuance of NTP Four percent (4%) 1461 Days after issuance of NTP and thereafter Five percent (5%)perform.