Common use of Performance Tests Clause in Contracts

Performance Tests. Seller shall conduct in accordance with Appendix F (Performance Tests) (a) the Liquefaction Train Performance Tests for an individual Liquefaction Train only after such Liquefaction Train has achieved Ready for Test and (b) the Liquefaction Train System Performance Tests only after the Liquefaction Train System has achieved Ready for Test. Seller shall conduct the Performance Tests for each of the Liquefaction Trains, individually, and the Liquefaction Train System, in its entirety, with all of the Liquefaction Trains operating simultaneously, under the conditions and in strict accordance with the requirements set forth in Appendix F (Performance Tests). If (A) the Liquefaction Train Performance Tests of an individual Liquefaction Train demonstrate that the Liquefaction Train Performance Guarantees for such Liquefaction Train System have been achieved or (B) the Liquefaction Train System Performance Tests demonstrate that the Liquefaction Train System Performance Guarantees have been achieved, then Seller shall provide Buyer with written notice of such occurrence and shall provide Buyer with a test report, together with supporting documentation, demonstrating the achievement of the applicable Performance Guarantees within ten (10) Days of the date of the completion of such Performance Tests and upon receipt of such documentation Buyer shall, within ten (10) Days, either (A) confirm in writing to Seller the successful completion of the Liquefaction Train Performance Tests or the Liquefaction Train System Performance Tests or (B) provide written notice to Seller of why Buyer disagrees that the Liquefaction Train Performance Guarantees or the Liquefaction Train System Performance Guarantees have been achieved. If any Performance Test indicates that an individual Liquefaction Train or the Liquefaction Train System fails to achieve any Performance Guarantee for reasons attributable to Seller, its Affiliates or Subcontractors, then Seller shall, at its own cost and expense, take appropriate corrective action and Seller shall thereafter reperform the Performance Test. Seller’s obligation to meet the Liquefaction Train Performance Guarantees under this Clause 25 shall be satisfied when (i) all the Liquefaction Train Performance Tests have been completed, and (ii) either (1) such tests demonstrate that all Liquefaction Train Performance Guarantees are met or (2) such tests demonstrate that the Liquefaction Train Power Demand Minimum Performance Guarantee is met and Seller has paid all payable liquidated damages for the Liquefaction Train Performance Guarantees that are not met. Seller’s obligation to meet the Liquefaction Train System Performance Guarantees under this Clause 25 shall be satisfied when (i) all the Liquefaction Train System Performance Tests have been completed, and (ii) either (1) such tests demonstrate that all Liquefaction Train System Performance Guarantees are met or (2) such tests demonstrate that the Liquefaction Train Power Demand Minimum Performance Guarantee and the Refrigerant Losses Performance Guarantee are met and Seller has paid all payable liquidated damages for the Liquefaction Train System Performance Guarantees that are not met. At all times during start-up, testing and commissioning of the Liquefaction Train System, Owner may, at no expense to Seller, arrange for the disposition of the Facility’s LNG. Owner shall have all right, title and interest to all LNG produced by the Facility and all of the proceeds from the sale thereof.

Performance Tests. Seller shall conduct 18.1 When the Turbine Generator Units have achieved Mechanical Completion and are capable of safe operation in accordance with Appendix F (Performance Tests) (a) Applicable Laws and Permits, the Liquefaction Train Performance Tests for an individual Liquefaction Train only after such Liquefaction Train has achieved Ready for Test Operating Manual and (b) the Liquefaction Train System Performance Tests only after the Liquefaction Train System has achieved Ready for Test. Seller Applicable Codes and Standards, Buyer shall conduct perform the Performance Tests for on each of individual Turbine Generator Unit, as specified in the Liquefaction Trains, individually, and the Liquefaction Train System, in its entirety, with all of the Liquefaction Trains operating simultaneously, under the conditions and in strict accordance with the requirements set forth Approved Test Procedures in Appendix F (Performance Tests). If (A) the Liquefaction Train Performance Tests of an individual Liquefaction Train demonstrate that the Liquefaction Train Performance Guarantees for such Liquefaction Train System have been achieved or (B) the Liquefaction Train System Performance Tests demonstrate that the Liquefaction Train System Performance Guarantees have been achieved, then Seller G. Buyer shall provide Buyer with written notice of such occurrence and shall provide Buyer with a test report, together with supporting documentation, demonstrating the achievement of the applicable Performance Guarantees within to Seller at least ten (10) Days days prior written notice of the date on which Buyer intends to commence each of the completion of such Performance Tests and upon receipt of such documentation Tests. 18.2 Buyer shall, within ten (10) Days, either (A) confirm in writing shall have the right to Seller the successful completion of the Liquefaction Train Performance Tests suspend or the Liquefaction Train System Performance Tests or (B) provide written notice to Seller of why Buyer disagrees that the Liquefaction Train Performance Guarantees or the Liquefaction Train System Performance Guarantees have been achieved. If delay any Performance Test indicates if performance of such test would not be in compliance with Applicable Laws and Permits, the Operating Manual, Applicable Codes and Standards. 18.3 All Performance Tests on each individual Turbine Generator Unit shall be conducted and results calculated in accordance with Approved Test Procedures for the Performance Tests, including any adjustments to reflect deviations from Guarantee Conditions, to be calculated as set forth in the Approved Test Procedures and verified by Parties. The Performance Tests shall be based on the American Society of Mechanical Engineer's Power Test Code 22, 1997, as amended by mutual consent of the Parties. Seller's degradation curve attached hereto and made a part hereof within Appendix A shall apply if the Performance Tests are conducted or completed after 100 hours of fired operation of any individual Turbine Generator Unit. Notwithstanding GEK-28106A VI. Evaluation, located in Appendix A, Tab17, the performance tolerances of a single unit station instrumentation test for measurement of the Performance Guarantees shall be in general accordance with the American Society of Mechanical Engineer's Power Test Code 22, 1997, as amended by mutual consent of the Parties. 18.4 Seller may designate and make available qualified and authorized representatives to observe the Performance Tests to monitor the taking of measurements to determine the level of achievement of the Performance Guarantees. Buyer shall keep Seller's representatives continuously apprised of the specific schedule, and any changes thereto, for the commencement, and any re-performances, of the Performance Tests. Buyer shall provide to Seller a written report of the results of each Performance Test that an is conducted. 18.5 If testing demonstrates that any individual Liquefaction Train or Turbine Generator Unit's corrected performance levels (adjusted for actual operating conditions in accordance with 19.1 and calculated measurement uncertainties in accordance with 18.3) do not achieve the Liquefaction Train System fails Performance Guarantees, Seller shall submit to Buyer a written plan to achieve any Performance Guarantee for reasons attributable to Seller, its Affiliates or Subcontractors, then Seller shall, at its own cost and expense, take appropriate corrective action and Seller shall thereafter reperform the Performance Test. Seller’s obligation Guarantees pursuant to meet the Liquefaction Train Performance Guarantees under this Clause 25 shall be satisfied when (i) all the Liquefaction Train Performance Tests have been completed, and (ii) either (1) such tests demonstrate that all Liquefaction Train Performance Guarantees are met or (2) such tests demonstrate that the Liquefaction Train Power Demand Minimum Performance Guarantee is met and Seller has paid all payable liquidated damages for the Liquefaction Train Performance Guarantees that are not met. Seller’s obligation to meet the Liquefaction Train System Performance Guarantees under this Clause 25 shall be satisfied when (i) all the Liquefaction Train System Performance Tests have been completed, and (ii) either (1) such tests demonstrate that all Liquefaction Train System Performance Guarantees are met or (2) such tests demonstrate that the Liquefaction Train Power Demand Minimum Performance Guarantee and the Refrigerant Losses Performance Guarantee are met and Seller has paid all payable liquidated damages for the Liquefaction Train System Performance Guarantees that are not met. At all times during start-up, testing and commissioning of the Liquefaction Train System, Owner may, at no expense to Seller, arrange for the disposition of the Facility’s LNG. Owner shall have all right, title and interest to all LNG produced by the Facility and all of the proceeds from the sale thereofSection 23.

Performance Tests. Seller shall conduct in accordance with Appendix F (i) The Agent, the Purchasers and the Owner’s Engineer have the right to witness and verify the Performance Tests) (a) . The Company shall give the Liquefaction Train Performance Tests for an individual Liquefaction Train only after such Liquefaction Train has achieved Ready for Test and (b) the Liquefaction Train System Performance Tests only after the Liquefaction Train System has achieved Ready for Test. Seller shall conduct the Performance Tests for each of the Liquefaction Trains, individually, Agent and the Liquefaction Train System, in its entirety, with all Owner’s Engineer notice regarding each proposed Performance Test within twenty-four (24) hours of the Liquefaction Trains operating simultaneously, under the conditions and in strict accordance with the requirements set forth in Appendix F (Performance Tests). If (A) the Liquefaction Train Performance Tests any Loan Party’s receipt of an individual Liquefaction Train demonstrate that the Liquefaction Train Performance Guarantees for such Liquefaction Train System have been achieved or (B) the Liquefaction Train System Performance Tests demonstrate that the Liquefaction Train System Performance Guarantees have been achieved, then Seller shall provide Buyer with written notice of such occurrence and shall provide Buyer with a test reportPerformance Test from the Design Builder. If, together with supporting documentationupon completion of any Performance Tests, demonstrating the achievement Company is of the applicable Performance Guarantees within ten (10) Days of the date of the completion of belief that such Performance Tests and upon receipt of such documentation Buyer shall, within ten (10) Days, either (A) confirm in writing to Seller the successful completion of the Liquefaction Train Performance Tests or the Liquefaction Train System Performance Tests or (B) provide written notice to Seller of why Buyer disagrees that the Liquefaction Train Performance Guarantees or the Liquefaction Train System Performance Guarantees have been achieved. If any Performance Test indicates that an individual Liquefaction Train or the Liquefaction Train System fails to achieve any Performance Guarantee for reasons attributable to Seller, its Affiliates or Subcontractors, then Seller shall, at its own cost and expense, take appropriate corrective action and Seller shall thereafter reperform the Performance Test. Seller’s obligation to meet the Liquefaction Train Performance Guarantees under this Clause 25 shall be satisfied when (i) all the Liquefaction Train Performance Tests have been completedsatisfied, it shall so notify the Agent and (ii) either (1) the Owner’s Engineer and shall deliver a copy of all test results supporting such tests demonstrate that all Liquefaction Train Performance Guarantees are met or (2) such tests demonstrate conclusion, accompanied by supporting data and calculations, evidencing the Company’s belief that the Liquefaction Train Power Demand Minimum Loan Parties and the Design Builder have satisfied their respective obligations with respect to such Performance Guarantee is met and Seller has paid all payable liquidated damages for the Liquefaction Train Performance Guarantees that are not metTests. Seller’s obligation to meet the Liquefaction Train System Performance Guarantees under this Clause 25 shall be satisfied when (i) all the Liquefaction Train System If any such Performance Tests have been satisfactorily completed, the Company shall deliver to the Agent a report that indicates the preliminary opinions as to the satisfactory achievement of the Performance Tests (each a “Performance Test Report”) and the Owner’s Engineer will, upon a thorough review of such Performance Test Report, certify in writing to the Agent, within five (5) Business Days of the receipt of such Performance Test Report, the satisfactory achievement of the Performance Tests or deliver a report to the Agent and Company setting forth in reasonable detail any objections of the Owner’s Engineer to such Performance Test Report. (ii) either Not approve any performance testing plan under any Design Build Contract or the results of any Performance Tests or declare Substantial Completion or Final Completion of any Plant without the prior written consent of the Agent, in consultation with the Owner’s Engineer. (iii) Immediately upon receipt (but no more than one (1) Business Day after receipt thereof from the Design Builder), provide notice to the Agent and the Owner’s Engineer if the Design Builder seeks to use a subcontractor not listed on Exhibit L to the relevant Design Build Contract to perform any portion of the Work (as defined in such tests demonstrate that all Liquefaction Train System Performance Guarantees are met or Design Build Contract) in excess of five hundred thousand Dollars ($500,000). If, within two (2) Business Days thereafter, the Agent in consultation with the Owner’s Engineer objects to the use of such tests demonstrate that subcontractor, then the Liquefaction Train Power Demand Minimum Performance Guarantee and Company shall cause the Refrigerant Losses Performance Guarantee are met and Seller has paid all payable liquidated damages for the Liquefaction Train System Performance Guarantees that are not met. At all times during start-up, testing and commissioning Loan Parties to reject such subcontractor in accordance with Section 3.5.1 of the Liquefaction Train System, Owner may, at no expense to Seller, arrange for the disposition of the Facility’s LNG. Owner shall have all right, title and interest to all LNG produced by the Facility and all of the proceeds from the sale thereofsuch Design Build Contract.